Exhibit 10.19


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



                                  $250,000,000

           Competitive Advance and REVOLVING CREDIT FACILITY AGREEMENT

                          Dated as of October 29, 2004

                                      among

                         CITIZENS COMMUNICATIONS COMPANY
                                   as Borrower

                                       and

                            THE LENDERS NAMED HEREIN
                                   as Lenders

                              Bank of America, N.A.
                    as Administrative Agent and Issuing Bank

                                       and

                               JPMorgan Chase BAnk
                              as Syndication Agent
                                       and

                              Morgan Stanley Bank,
                         DEUTSCHE BANK SECURITIES, INC.,
                         THE ROYAL BANK OF SCOTLAND PLC
                                       and
                               UBS Securities LLC
                           as Co-Documentation Agents

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

                         Banc of America Securities LLC
                         as Lead Arranger and Bookrunner


--------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>

<S>                                                                                      <C>
ARTICLE I DEFINITIONS.....................................................................1
SECTION 1.01. Defined Terms...............................................................1
SECTION 1.02. Terms Generally............................................................17
SECTION 1.03. Letter of Credit Amounts...................................................17
SECTION 1.04. Times of Day...............................................................18

ARTICLE II THE CREDITS...................................................................18
SECTION 2.01. Commitments................................................................18
SECTION 2.02. Loans......................................................................18
SECTION 2.03. Competitive Bid Procedure..................................................20
SECTION 2.04. Standby Borrowing Procedure................................................22
SECTION 2.05. Conversions................................................................22
SECTION 2.06. Fees.......................................................................23
SECTION 2.07. Repayment of Loans.........................................................23
SECTION 2.08. Interest on Loans..........................................................24
SECTION 2.09. Default Interest...........................................................25
SECTION 2.10. Alternate Rate of Interest.................................................25
SECTION 2.11. Changes in Commitments.....................................................25
SECTION 2.12. Prepayment.................................................................26
SECTION 2.13. Reserve Requirements; Change in Circumstances..............................27
SECTION 2.14. Change in Legality.........................................................29
SECTION 2.15. Indemnity..................................................................29
SECTION 2.16. Pro Rata Treatment.........................................................30
SECTION 2.17. Sharing of Setoffs.........................................................30
SECTION 2.18. Payments; Administrative Agent's Clawback..................................31
SECTION 2.19. Taxes......................................................................32
SECTION 2.20. Letters of Credit..........................................................35

ARTICLE III REPRESENTATIONS AND WARRANTIES...............................................44
SECTION 3.01. Organization; Powers; Governmental Approvals...............................44
SECTION 3.02. Financial Statements.......................................................44
SECTION 3.03. No Material Adverse Change.................................................45
SECTION 3.04. Title to Properties; Possession Under Leases...............................45
SECTION 3.05. Ownership of Subsidiaries..................................................45
SECTION 3.06. Litigation; Compliance with Laws...........................................45
SECTION 3.07. Agreements.................................................................46
SECTION 3.08. Federal Reserve Regulations................................................46
SECTION 3.09. Investment Company Act; Public Utility Holding Company Act.................47
SECTION 3.10. Use of Proceeds............................................................47
SECTION 3.11. Tax Returns................................................................47
SECTION 3.12. No Material Misstatements..................................................47
SECTION 3.13. Employee Benefit Plans.....................................................47
SECTION 3.14. Insurance..................................................................48


<PAGE>


ARTICLE IV CONDITIONS OF LENDING.........................................................48
SECTION 4.01. Each Borrowing and Issuance................................................48
SECTION 4.02. Effective Date.............................................................48

ARTICLE V AFFIRMATIVE COVENANTS..........................................................50
SECTION 5.01. Existence; Businesses and Properties.......................................50
SECTION 5.02. Financial Statements, Reports, etc.........................................51
SECTION 5.03. Litigation and Other Notices...............................................52
SECTION 5.04. Maintaining Records........................................................53
SECTION 5.05. Use of Proceeds............................................................53

ARTICLE VI NEGATIVE COVENANTS............................................................53
SECTION 6.01. Liens; Restrictions on Sales of Receivables................................53
SECTION 6.02. Ownership of the Principal Subsidiaries....................................54
SECTION 6.03. Asset Sales................................................................54
SECTION 6.04. Mergers....................................................................55
SECTION 6.05. Restrictions on Dividends..................................................55
SECTION 6.06. Transactions with Affiliates...............................................55
SECTION 6.07. Financial Ratio............................................................56
SECTION 6.08. Guarantees.................................................................56

ARTICLE VII EVENTS OF DEFAULT............................................................56
SECTION 7.01. Events of Default..........................................................56
SECTION 7.02. Application of Funds.......................................................58

ARTICLE VIII THE ADMINISTRATIVE AGENT....................................................59

ARTICLE IX MISCELLANEOUS.................................................................62
SECTION 9.01. Notices....................................................................62
SECTION 9.02. Survival of Agreement......................................................63
SECTION 9.03. Binding Effect.............................................................64
SECTION 9.04. Successors and Assigns.....................................................64
SECTION 9.05. Expenses; Indemnity........................................................67
SECTION 9.06. Right of Setoff............................................................69
SECTION 9.07. Applicable Law.............................................................69
SECTION 9.08. Waivers; Amendment.........................................................69
SECTION 9.09. Interest Rate Limitation...................................................70
SECTION 9.10. Entire Agreement...........................................................70
SECTION 9.11. Waiver of Jury Trial.......................................................71
SECTION 9.12. Severability...............................................................71
SECTION 9.13. Counterparts...............................................................71
SECTION 9.14. Headings...................................................................71
SECTION 9.15. Jurisdiction; Consent to Service of Process................................71
SECTION 9.16. USA PATRIOT Act Notice.....................................................72
SECTION 9.17. Payments Set Aside.........................................................72
SECTION 9.18. Treatment of Certain Information; Confidentiality..........................73
</TABLE>

<PAGE>

Exhibit A-1       Form of Competitive Bid Request
Exhibit A-2       Form of Notice of Competitive Bid Request
Exhibit A-3       Form of Competitive Bid
Exhibit A-4       Form of Competitive Bid Accept/Reject Letter
Exhibit A-5       Form of Standby Borrowing Request
Exhibit A-6       Form of Conversion Request
Exhibit B         Form of Assignment and Assumption
Exhibit C         Form of Opinion of Counsel to Borrower
Exhibit D-1       Form of Standby Note
Exhibit D-2       Form of Competitive Note

Schedule 2.01     Lenders' Commitment
Schedule 6.08     Guarantees
Schedule 9.01     Administrative Agent's Office; Certain Addresses for Notices


<PAGE>
               Competitive  Advance and  REVOLVING  CREDIT  FACILITY  AGREEMENT,
               dated as of  October  29,  2004,  among  CITIZENS  COMMUNICATIONS
               COMPANY,  a Delaware  corporation (the  "Borrower"),  the Lenders
               listed in Schedule 2.01 (together with any assignees  pursuant to
               Section 9.04, the "Lenders") and BanK of America, N.A. a national
               banking association,  as administrative agent for the Lenders (in
               such capacity, the "Administrative Agent").

     The Borrower has  requested the Lenders to extend credit to the Borrower in
order to enable it to borrow on a standby  revolving  credit basis and to obtain
the  issuance  of letters of credit on and after the date hereof and at any time
and from time to time  prior to the  Maturity  Date (as  hereinafter  defined) a
principal  amount not in excess of $250,000,000  (as such amount may be modified
pursuant to Section 2.11 hereof) at any time outstanding.  The Borrower has also
requested the Lenders to provide a procedure  pursuant to which the Borrower may
invite the Lenders to bid on an  uncommitted  basis on short-term  borrowings by
the  Borrower.  The  proceeds  of such  borrowings  are to be used  for  general
corporate  purposes,  including  working capital and support of commercial paper
issuances and  Securitization  Transactions (as hereinafter  defined)  permitted
hereunder.  The Lenders are willing to extend such credit to the Borrower on the
terms and subject to the conditions herein set forth.

     Accordingly,  the Borrower,  the Lenders and the Administrative Agent agree
as follows:

                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.01. Defined Terms.

     As used in this  Agreement,  the  following  terms shall have the  meanings
specified below:

     "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

     "ABR  Loan"  shall  mean  any  Standby  Loan  bearing  interest  at a  rate
determined  by  reference  to the  Alternate  Base Rate in  accordance  with the
provisions of Article II.

     "Administrative  Agent's Office" means the  Administrative  Agent's address
and,  as  appropriate,  account  as set forth on  Schedule  9.01,  or such other
address or account as the  Administrative  Agent may from time to time notify to
the Borrowers and the Lenders.

     "Administrative  Fees"  shall  have the  meaning  assigned  to such term in
Section 2.06(b).

     "Administrative  Questionnaire" shall mean an Administrative  Questionnaire
in a form supplied by the Administrative Agent.

     "Affiliate"  shall  mean,  when used with  respect to a  specified  Person,
another Person that directly,  or indirectly through one or more intermediaries,
Controls  or is  Controlled  by or is  under  common  Control  with  the  Person
specified.

<PAGE>

     "Alternate Base Rate" shall mean, for any day a fluctuating  rate per annum
equal to the higher of (a) the Federal Funds  Effective  Rate plus 1/2 of 1% and
(b) the Prime Rate in effect on such day.

     "Applicable  Rate" shall  mean,  with  respect to any ABR Loan,  Eurodollar
Standby Loan, Letter of Credit Fee or Commitment Fee, as the case may be, at all
times, a percentage  per annum  determined by reference to the Leverage Ratio as
set forth below:
<TABLE>
<CAPTION>

                                                                Applicable Rate
                                                                  for Eurodollar      Applicable Rate
                                              Applicable Rate   Standby Loans and           for
    Pricing Level         Leverage Ratio       for ABR Loans    Letters of Credit     Commitment Fee
--------------------------------------------------------------------------------------------------------
<C>                    <C>                        <C>                <C>                 <C>
1                      < 3.0:1                     0.00%              1.00%               0.250%
                       -
--------------------------------------------------------------------------------------------------------
2                      >3.0:1 <  3.5:1             0.25%              1.25%               0.375%
                              -
--------------------------------------------------------------------------------------------------------
3                      >3.5:1 < 4.0:1              0.50%              1.50%               0.375%
                              -
--------------------------------------------------------------------------------------------------------
4                      > 4.0:1                     0.75%              1.75%               0.500%
</TABLE>

     Any increase or decrease in the Applicable  Rate resulting from a change in
the  Leverage  Ratio  shall  become  effective  as of  the  first  Business  Day
immediately following the date a certificate of a Financial Officer is delivered
pursuant to Section 5.02(c);  provided,  however,  that if a such certificate is
not  delivered  when due in accordance  with such Section,  then Pricing Level 4
shall  apply  as of the  first  Business  Day  after  the  date  on  which  such
certificate  was required to have been  delivered.  Pricing  Level 3 shall apply
from the Effective  Date through the first Business Day after the earlier of the
date the  certificate  is delivered  under  Section  5.02(c) with respect to the
fiscal quarter ending  September 30, 2004, and the date the such  certificate is
required to be delivered under Section 5.02(c).

     "Asset   Exchange"   shall  mean  the   exchange   or  other   transfer  of
telecommunications  assets  between or among the Borrower and another  Person or
other   Persons  in   connection   with  which  the  Borrower   would   transfer
telecommunications  assets and/or other property in consideration of the receipt
of  telecommunications  assets and/or other property  having a fair market value
substantially  equivalent to those transferred by the Borrower (as determined in
good faith by the Borrower's  Board of  Directors);  provided that the principal
value of the assets being  transferred  to the Borrower  shall be represented by
telecommunications assets.

     "Assignment and Assumption" shall mean an assignment and assumption entered
into by a Lender and an assignee,  and accepted by the Administrative  Agent, in
substantially  the  form  of  Exhibit  B or  any  other  form  approved  by  the
Administrative Agent.

     "Available  Amount" of any Letter of Credit  shall mean,  at any time,  the
amount of such Letter of Credit as determined in accordance with Section 1.03.

     "Bank of America" shall mean Bank of America, N.A.


                                       2
<PAGE>

     "Board" shall mean the Board of Governors of the Federal  Reserve System of
the United States.

     "Borrowing"  shall  mean a group  of Loans  of a  single  Type  made by the
Lenders (or, in the case of a  Competitive  Borrowing,  by the Lender or Lenders
whose Competitive Bids have been accepted pursuant to Section 2.03) or Converted
on a single  date and as to which a single  Interest  Period is in  effect.  All
Loans of the same Type, having the same Interest Period and made or Converted on
the same day shall be deemed a single  Borrowing  hereunder until repaid or next
Converted.

     "Business  Day" shall mean any day (other  than a day which is a  Saturday,
Sunday or legal holiday in the State of New York or the State of Texas) on which
banks  are open for  business  in New York  City and  Dallas,  Texas;  provided,
however,  that,  when  used in  connection  with a  Eurodollar  Loan,  the  term
"Business  Day"  shall  also  exclude  any day on which  banks  are not open for
dealings in dollar deposits in the London interbank market.

     "Capital  Lease  Obligations"  of any Person shall mean the  obligations of
such  Person  to pay  rent  or  other  amounts  under  any  lease  of (or  other
arrangement  conveying  the  right  to use)  real  or  personal  property,  or a
combination  thereof,  which  obligations  are  required  to be  classified  and
accounted  for as capital  leases on a balance  sheet of such Person  under GAAP
and, for the purposes of this Agreement,  the amount of such  obligations at any
time  shall  be the  capitalized  amount  thereof  at such  time  determined  in
accordance with GAAP.

     "Cash Collateral" has the meaning specified in Section 2.20(g).

     "Cash Collateralize" has the meaning specified in Section 2.20(g).

     A "Change in Control" shall be deemed to have occurred if (a) any Person or
group  (within  the  meaning  of  Rule  13d-5  of the  Securities  and  Exchange
Commission  as in effect on the date hereof)  shall own directly or  indirectly,
beneficially  or of record,  shares  representing  50% or more of the  aggregate
ordinary voting power represented by the issued and outstanding capital stock of
the  Borrower;  or (b) a majority of the seats (other than vacant  seats) on the
board of  directors  of the  Borrower  shall at any time have been  occupied  by
Persons who were neither (i) nominated by the  management  of the Borrower,  nor
(ii)  appointed  by  directors  so  nominated;  or (c) any Person or group shall
otherwise directly or indirectly Control the Borrower.

     "Code"  shall mean the Internal  Revenue  Code of 1986,  as the same may be
amended from time to time.

     "Collateral"  means any and all "Collateral",  as defined in any applicable
Security Document.

     "Commitment"  means, as to each Lender,  its obligation to (a) make Standby
Loans to the Borrower pursuant to the Agreement, and (b) purchase participations
in L/C Obligations, in an aggregate principal amount at any one time outstanding
not to exceed the amount set forth  opposite such Lender's name on Schedule 2.01
or in the  Assignment  and  Assumption  pursuant to which such Lender  becomes a
party hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.  Unless earlier terminated pursuant to the terms
of this Agreement, the Commitments shall automatically and permanently terminate
on the Maturity Date.

                                       3
<PAGE>

     "Commitment  Fee" shall have the  meaning  assigned to such term in Section
2.06(a).

     "Competitive  Bid"  shall  mean an offer by a Lender to make a  Competitive
Loan pursuant to Section 2.03.

     "Competitive Bid  Accept/Reject  Letter" shall mean a notification  made by
the Borrower pursuant to Section 2.03(d) in the form of Exhibit A-4.

     "Competitive  Bid Rate" shall  mean,  as to any  Competitive  Bid made by a
Lender pursuant to Section  2.03(b),  (i) in the case of a Eurodollar  Loan, the
Margin,  and (ii) in the case of a Fixed Rate Loan,  the fixed rate of  interest
offered by the Lender making such Competitive Bid.

     "Competitive  Bid Request"  shall mean a request  made  pursuant to Section
2.03 in the form of Exhibit A-1.

     "Competitive  Borrowing" shall mean a Borrowing consisting of a Competitive
Loan  or  concurrent   Competitive  Loans  from  the  Lender  or  Lenders  whose
Competitive Bids for such Borrowing have been accepted by the Borrower under the
bidding procedure described in Section 2.03.

     "Competitive Loan" shall mean a Loan from a Lender to the Borrower pursuant
to the bidding procedure  described in Section 2.03. Each Competitive Loan shall
be a Eurodollar Competitive Loan or a Fixed Rate Loan.

     "Consolidated  EBITDA"  shall mean,  with  respect to the  Borrower and its
Subsidiaries  for any period:  Consolidated  Net Income for such period plus (a)
without  duplication and to the extent deducted in determining such Consolidated
Net Income, the sum of (i) consolidated  interest expense for such period,  (ii)
consolidated income tax expense for such period,  (iii) all amounts attributable
to depreciation and  amortization  for such period,  (iv) dividends on preferred
stock, (v) losses  attributable to minority  interests,  (vi) investment losses,
(vii) any  nonrecurring  charges for such period  relating to  severance  costs,
restructuring   costs  or   acquisition   assimilation   expenses,   (viii)  any
extraordinary  charges or non-cash  charges for such period  (provided  that any
cash payment made with respect to any such  non-cash  charge shall be subtracted
in computing Consolidated EBITDA during the period in which such cash payment is
made) and (ix) net losses in  connection  with the early  retirement of debt and
minus (b) without  duplication  and to the extent  included in determining  such
Consolidated Net Income, (i) income or gains attributable to minority interests,
(ii) investment income and (iii) any  extraordinary  gains or non-cash gains for
such period, all determined on a consolidated basis in accordance with GAAP. For
purposes of calculating  Consolidated  EBITDA for any period of four consecutive
fiscal   quarters   (each,  a  "Reference   Period")  in  connection   with  any
determination  of the Leverage  Ratio,  if after the first day of such Reference
Period  and on or  prior  to any  date on  which  the  Leverage  Ratio  is to be
determined  the  Borrower or a  consolidated  Subsidiary  shall have  effected a
Material  Transaction,  Consolidated  EBITDA for such Reference  Period shall be
calculated  after giving pro forma effect thereto (without giving effect to cost
savings not actually realized),  as determined reasonably and in good faith by a
Financial Officer, as if such Material  Transaction occurred on the first day of
such Reference Period;  provided,  that, such pro forma  calculations shall only
include such adjustments as are permitted under Regulation S-X of the Securities
and Exchange  Commission.  As used in this  definition,  "Material  Transaction"
means any acquisition or disposition  outside the ordinary course of business of
any  property  or  assets  that  (x)   constitute   assets   comprising  all  or
substantially  all of an operating  unit of a business or equity  interests of a
Person  representing  a  majority  of the  ordinary  voting  power  or  economic
interests in such Person that are  represented  by all its  outstanding  capital
stock  and (y)  involves  aggregate  consideration  in  excess  of  $50,000,000.
Notwithstanding  the foregoing,  Consolidated EBITDA for any period shall not in
any event be  calculated  to include the  operations,  income or expenses of any
Non-Recourse  Joint  Venture,  except  to  the  extent  of  dividends  or  other
distributions  actually  paid  to  the  Borrower  or  any  of  its  consolidated
Subsidiaries (other than Non-Recourse Joint Ventures) during such period.

                                       4
<PAGE>

     "Consolidated  Net Income"  shall mean,  for any period,  the net income or
loss  of  the  Borrower  and  its  consolidated  Subsidiaries  for  such  period
determined on a consolidated basis in accordance with GAAP;  provided that there
shall be excluded (a) the income of any Non-Recourse  Joint Venture or any other
Person  (other  than the  Borrower)  in which any other  Person  (other than the
Borrower or any consolidated  Subsidiary of the Borrower or any director holding
qualifying  shares in compliance with  applicable law) owns an equity  interest,
except to the extent of the amount of dividends or other distributions  actually
paid  to  the  Borrower  or any of its  consolidated  Subsidiaries  (other  than
Non-Recourse  Joint Ventures)  during such period,  and (b) (except as otherwise
specified in the definition of  Consolidated  EBITDA in connection with Material
Transactions),  the  income or loss of any Person  accrued  prior to the date it
becomes a Subsidiary of the Borrower or is merged into or consolidated  with the
Borrower or any Subsidiary of the Borrower or the date that such Person's assets
are acquired by the Borrower or any Subsidiary of the Borrower.

     "Consolidated Net Worth" shall mean, as at any date of  determination,  the
consolidated   stockholders'   equity  of  the  Borrower  and  its  consolidated
Subsidiaries,  including  redeemable  preferred  securities where the redemption
date  occurs  after  the  Maturity  Date,   mandatorily  redeemable  convertible
preferred  securities,  mandatorily  convertible  Indebtedness  (or Indebtedness
subject  to  mandatory   forward  purchase   contracts  for  equity  or  similar
securities) and minority equity  interests in other persons,  as determined on a
consolidated basis in conformity with GAAP consistently applied. For the purpose
of calculating  "Consolidated Net Worth", the consolidated  stockholders' equity
of any Non-Recourse  Joint Venture and its  subsidiaries  shall be excluded from
the  consolidated  stockholders'  equity of the  Borrower  and its  consolidated
Subsidiaries.

     "Consolidated  Tangible  Assets" of any Person  shall mean total  assets of
such Person and its  consolidated  Subsidiaries,  determined  on a  consolidated
basis,  less  goodwill,  patents,  trademarks  and other  assets  classified  as
intangible assets in accordance with GAAP.

     "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,
and "Controlling" and "Controlled" shall have meanings correlative thereto.

                                       5
<PAGE>

     "Conversion",  "Convert" or  "Converted"  shall mean the  conversion of any
Standby Loan of one Type into a Standby Loan of another  Type,  or the selection
of a new, or the renewal of the same, Interest Period for any such Standby Loan,
as the case may be, pursuant to Section 2.05.

     "Conversion  Request" shall mean a request made pursuant to Section 2.05 in
the form of Exhibit A-6.

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

     "Default"  shall mean any event or condition  which upon  notice,  lapse of
time, or both would constitute an Event of Default.

     "Defaulting  Lender"  shall mean any Lender that (a) has failed to fund any
portion of the Standby Loans or participations in L/C Obligations required to be
funded by it hereunder within one Business Day of the date required to be funded
by it  hereunder,  (b) has  otherwise  failed to pay over to the  Administrative
Agent or any other Lender any other  amount  required to be paid by it hereunder
within one Business Day of the date when due, unless the subject of a good faith
dispute,  or (c) has been deemed insolvent or become the subject of a bankruptcy
or insolvency proceeding.

     "Dollars" or "$" shall mean lawful money of the United States of America.

     "Effective  Date" shall mean the date on which the conditions  specified in
Section 4.02 are satisfied (or waived in accordance with Section 9.08).

     "Eligible Assignee" shall mean (i) a Lender; (ii) an Affiliate of a Lender;
and (iii) any other  Person  (other than a natural  person)  approved by (a) the
Administrative  Agent and the Issuing  Bank,  and (b) unless an Event of Default
has  occurred and is  continuing,  the  Borrower  (each such  approval not to be
unreasonably withheld or delayed);  provided that notwithstanding the foregoing,
"Eligible  Assignee"  shall not  include the  Borrower or any of the  Borrower's
Affiliates or Subsidiaries.

     "Environmental Laws" shall mean all national,  federal, state,  provincial,
municipal  or local laws,  statutes,  ordinances,  orders,  judgments,  decrees,
injunctions,   writs,  policies  and  guidelines  (having  the  force  of  law),
directives,  approvals, notices, rules and regulations and other applicable laws
relating to environmental or occupational  health and safety matters,  including
those relating to the Release or threatened Release of Specified  Substances and
to the generation,  use, storage or transportation of Specified Substances, each
as in effect as of the date of determination.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
the same may be amended from time to time, and the  regulations  promulgated and
the rulings issued thereunder.

                                       6
<PAGE>

     "ERISA  Affiliate"  shall  mean  each  trade or  business  (whether  or not
incorporated)  which  together with the Borrower or a Subsidiary of the Borrower
would be  deemed  to be a  "single  employer"  within  the  meaning  of  Section
4001(b)(1) of ERISA.

     "ERISA  Termination Event" shall mean (i) a "Reportable Event" described in
Section  4043 of ERISA  (other  than a  "Reportable  Event"  not  subject to the
provision  for 30-day  notice to the PBGC under such  regulations),  or (ii) the
withdrawal of the Borrower or any of its ERISA  Affiliates  from a Plan during a
plan  year in  which it was a  "substantial  employer"  as  defined  in  Section
4001(a)(2)  of ERISA,  or (iii) the filing of a notice of intent to  terminate a
Plan or the treatment of a Plan amendment as a termination under Section 4041 of
ERISA,  or (iv) the institution of proceeding to terminate a Plan by the PBGC or
(v) any other event or condition  which might  constitute  grounds under Section
4042 of ERISA  for the  termination  of,  or the  appointment  of a  trustee  to
administer, any Plan.

     "Eurodollar  Borrowing"  shall mean a  Borrowing  comprised  of  Eurodollar
Loans.

     "Eurodollar  Competitive  Borrowing"  shall mean a Borrowing  comprised  of
Eurodollar Competitive Loans.

     "Eurodollar  Competitive  Loan"  shall mean any  Competitive  Loan  bearing
interest at a rate  determined by reference to the LIBO Rate in accordance  with
the provisions of Article II.

     "Eurodollar Loan" shall mean any Eurodollar  Competitive Loan or Eurodollar
Standby Loan.

     "Eurodollar   Standby  Borrowing"  shall  mean  a  Borrowing  comprised  of
Eurodollar Standby Loans.

     "Eurodollar Standby Loan" shall mean any Standby Loan bearing interest at a
rate  determined by reference to the LIBO Rate in accordance with the provisions
of Article II.

     "Event of Default" shall have the meaning  assigned to such term in Article
VII.

     "Existing  Facilities" shall mean (i) the Competitive Advance and Revolving
Credit Facility Agreement,  dated as of October 24, 2001, as amended,  among the
Borrower,  the lenders party thereto and The Chase  Manhattan Bank, as agent for
the lenders and (ii) the $100,000,000 Revolving Credit Facility Agreement, dated
as of October 24, 2001, among the Borrower, the lenders party thereto and Morgan
Stanley Bank, as administrative agent.

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

                                       7
<PAGE>

     "Fee Letter" means the letter  agreement,  dated October 4, 2004, among the
Borrower, the Administrative Agent and Banc of America Securities LLC.

     "Fees"  shall mean the  Commitment  Fee,  the Letter of Credit Fees and the
Administrative Fees.

     "Financial  Officer" of any  corporation  shall mean the  President,  Chief
Financial Officer, Chief Executive Officer, Vice President - Finance,  Executive
Vice President,  Chief Accounting Officer or Treasurer of such corporation.  Any
document  delivered  hereunder  that is signed by a Financial  Officer  shall be
conclusively  presumed to have been authorized by all necessary corporate action
on the part of the Borrower and such  Financial  Officer  shall be  conclusively
presumed to have acted on behalf of the Borrower.

     "Fixed  Rate  Borrowing"  shall mean a  Borrowing  comprised  of Fixed Rate
Loans.

     "Fixed Rate Loan" shall mean any  Competitive  Loan  bearing  interest at a
fixed  percentage rate per annum  (expressed in the form of a decimal to no more
than four  decimal  places)  specified  by the  Lender  making  such Loan in its
Competitive Bid.

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

     "GAAP" shall mean generally accepted  accounting  principles,  applied on a
consistent basis.

     "Governmental  Approval"  shall  mean any  authorization,  consent,  order,
approval,  license, franchise, lease, ruling, tariff, rate, permit, certificate,
exemption of, or filing or registration with, any Governmental Authority.

     "Governmental  Authority" shall mean any Federal,  state,  local or foreign
court or governmental agency, authority, instrumentality or regulatory body.

     "Guarantee"  means,  as  to  any  Person,  any  obligation,  contingent  or
otherwise,  of such  Person  guaranteeing  or  having  the  economic  effect  of
guaranteeing  any  Indebtedness  or other  obligation  payable or performable by
another  Person  (the  "primary  obligor")  in any manner,  whether  directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply  funds for the  purchase or payment of)
such  Indebtedness  or other  obligation,  (ii) to purchase  or lease  property,
securities  or services  for the  purpose of assuring  the obligee in respect of
such  Indebtedness  or other  obligation of the payment or  performance  of such
Indebtedness or other  obligation,  (iii) to maintain  working  capital,  equity
capital or any other  financial  statement  condition  or  liquidity or level of
income or cash flow of the primary  obligor so as to enable the primary  obligor
to pay such  Indebtedness  or other  obligation,  or (iv)  entered  into for the
purpose  of  assuring  in any  other  manner  the  obligee  in  respect  of such
Indebtedness  or other  obligation of the payment or  performance  thereof or to
protect such obligee against loss in respect thereof (in whole or in part).  The
amount of any  Guarantee  shall be deemed to be an amount equal to the stated or
determinable  amount of the related primary  obligation,  or portion thereof, in
respect of which such Guarantee is made or, if not stated or  determinable,  the
maximum reasonably anticipated liability in respect thereof as determined by the
guaranteeing  Person  in  good  faith.  The  term  "Guarantee"  as a verb  has a
corresponding meaning.

                                       8
<PAGE>

     "Guaranty  Agreement"  means,  collectively,  each  Guarantee  executed and
delivered pursuant to Section 6.08.

     "Honor  Date"  shall  have the  meaning  assigned  to such term in  Section
2.20(c)(i).

     "Hostile  Acquisition" shall mean any Target Acquisition (as defined below)
involving  a tender  offer or proxy  contest  that has not been  recommended  or
approved by the board of  directors  (or similar  governing  body) of the Person
that is the  subject  of such  Target  Acquisition  prior  to the  first  public
announcement or disclosure relating to such Target Acquisition.  As used in this
definition,  the term "Target  Acquisition"  shall mean any transaction,  or any
series  of  related  transactions,  by  which  the  Borrower  and/or  any of its
Subsidiaries  directly or indirectly (i) acquires any ongoing business or all or
substantially  all of the  assets of any  Person or  division  thereof,  whether
through  purchase  of  assets,  merger  or  otherwise,  (ii)  acquires  (in  one
transaction  or as the most  recent  transaction  in a series  of  transactions)
control of at least a majority in ordinary  voting power of the  securities of a
Person which have  ordinary  voting power for the election of directors or (iii)
otherwise  acquires  control of a more than 50%  ownership  interest in any such
Person.

     "Indebtedness"  of any Person  shall  mean,  without  duplication,  (a) all
obligations  of such Person for  borrowed  money or with  respect to deposits or
advances of any kind (other than customer  deposits made in the ordinary  course
of business), (b) all obligations of such Person evidenced by bonds, debentures,
notes or similar  instruments,  (c) all  obligations  of such  Person upon which
interest charges are customarily  paid, (d) all obligations of such Person under
conditional  sale or other title  retention  agreements  relating to property or
assets  purchased by such Person,  (e) all  obligations of such Person issued or
assumed  as the  deferred  purchase  price  of  property  or  services,  (f) all
Indebtedness of others secured by (or for which the holder of such  Indebtedness
has an existing  right,  contingent or otherwise,  to be secured by) any Lien on
property  owned or  acquired  by such  Person,  whether  or not the  obligations
secured  thereby have been assumed,  (g) all Capital Lease  Obligations  of such
Person,  (h) all obligations of such Person in respect of Swap Contracts (except
to  the  extent  such  obligations  are  used  as a bona  fide  hedge  of  other
Indebtedness  of such Person),  (i) all obligations of such Person as an account
party in respect of letters of credit and  bankers'  acceptances  (except to the
extent  any such  obligations  are  incurred  in  support  of other  obligations
constituting  Indebtedness  of  such  Person  and  other  than,  to  the  extent
reimbursed if drawn, letters of credit in support of ordinary course performance
obligations)  and (j) all  Guarantees  of such  Person in  respect of any of the
foregoing;  provided,  however,  that the term  Indebtedness  shall not  include
endorsements for collection or deposit, in either case in the ordinary course of
business.

                                       9
<PAGE>

     "Interest  Payment Date" shall mean, with respect to any Loan, the last day
of the Interest Period applicable  thereto and, in the case of a Eurodollar Loan
with an  Interest  Period of more than three  months'  duration  or a Fixed Rate
Loan,  each day that would have been an Interest  Payment Date for such Loan had
successive  Interest Periods of three months'  duration or 90 days duration,  as
the case may be, been applicable to such Loan and, in addition,  the date of any
Conversion of such Loan to a Loan of a different Type.

     "Interest Period" shall mean (a) as to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing or, with respect to any Conversion,  on
the last day of the immediately  preceding  Interest  Period  applicable to such
Borrowing,  as the case may be, and ending on the numerically  corresponding day
(or,  if there is no  numerically  corresponding  day,  on the last  day) in the
calendar month that is 1, 2, 3 or 6 months  thereafter (or such longer period as
may be agreed to by all of the  Lenders),  as the Borrower may elect,  (b) as to
any ABR  Borrowing,  the period  commencing  on the date of such  Borrowing  and
ending on the date 90 days  thereafter  or, if earlier,  on the Maturity Date or
the date of prepayment of such Borrowing and (c) as to any Fixed Rate Borrowing,
the  period  commencing  on the date of such  Borrowing  and  ending on the date
specified  in the  Competitive  Bids in which the  offer to make the Fixed  Rate
Loans  comprising such Borrowing were extended,  which shall not be earlier than
the day after the date of such Borrowing or later than 364 days (or,  subject to
the Borrower obtaining all necessary Governmental Approvals,  such longer period
as may be agreed  to by all of the  Lenders)  after the date of such  Borrowing;
provided,  however,  that if any Interest Period would end on a day other than a
Business  Day,  such  Interest  Period shall be extended to the next  succeeding
Business Day unless,  in the case of Eurodollar Loans only, such next succeeding
Business Day would fall in the next calendar  month, in which case such Interest
Period shall end on the next preceding  Business Day. Interest shall accrue from
and including the first day of an Interest  Period to but excluding the last day
of such Interest Period.

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

     "Issuing  Bank" shall mean the Bank of America in its capacity as issuer of
the Letters of Credit  hereunder,  or any successor  issuer of Letters of Credit
hereunder.

     "Issuer  Documents"  shall mean with  respect to any Letter of Credit,  the
Letter of Credit Application,  and any other document,  agreement and instrument
entered  into by the Issuing Bank and the  Borrower  (or any  Subsidiary)  or in
favor of the Issuing Bank and relating to any such Letter of Credit.

     "Joint  Venture"  shall  mean a general  or  limited  partnership,  limited
liability  company or other  entity  formed or  organized  under the laws of the
United  States  of  America  or any state  thereof  that  would  own or  operate
telecommunications assets and which, in turn, the Borrower would manage.

     "Joint Venture Transaction" shall mean the formation of a Joint Venture, by
the formation of a new entity and the contribution of telecommunications  assets
(or cash or similar  assets)  thereto by the  Borrower,  the  investment  by the
Borrower in a previously existing entity that owns telecommunications  assets or
other similar transaction.

                                       10
<PAGE>

     "Laws" means, collectively, all international,  foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations,  ordinances, codes and
administrative   or  judicial   precedents   or   authorities,   including   the
interpretation or administration  thereof by any governmental  authority charged
with  the  enforcement,   interpretation  or  administration  thereof,  and  all
applicable   administrative  orders,   directed  duties,   requests,   licenses,
authorizations and permits of, and agreements with, any governmental  authority,
in each case whether or not having the force of law.

     "L/C Advance" shall mean with respect to each Standby Lender, such Lender's
funding of its participation in any L/C Borrowing in accordance with its Ratable
Share.

     "L/C Borrowing" means an extension of credit resulting from a drawing under
any  Letter of Credit  which  has not been  reimbursed  on the date when made or
refinanced as a Standby Borrowing.

     "L/C Cash  Deposit  Account"  shall mean an interest  bearing  cash deposit
account to be established and maintained by the Administrative Agent, over which
the Administrative Agent shall have sole dominion and control, upon terms as may
be satisfactory to the Administrative Agent and the Issuing Bank.

     "L/C Credit Extension" shall mean with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase in the
amount thereof.

     "L/C  Obligations"  means, as at any date of  determination,  the aggregate
Available Amounts under all outstanding Letters of Credit, plus the aggregate of
all Unreimbursed Amounts, including all L/C Borrowings. For all purposes of this
Agreement, if on any date of determination a Letter of Credit has expired by its
terms but any amount may still be drawn thereunder by reason of the operation of
Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be  "outstanding"
in the amount so remaining available to be drawn.

     "Lenders" shall mean the meaning  specified in the  introductory  paragraph
hereto.

     "Letter of Credit"  shall mean any  letter of credit  issued  hereunder.  A
Letter of Credit  may be a  commercial  letter of credit or a standby  letter of
credit.

     "Letter of Credit  Application" shall mean an application and agreement for
the issuance or amendment of a Letter of Credit in the form from time to time in
use by the Issuing Bank.

     "Letter of Credit  Expiration  Date"  shall mean the day that is seven days
prior to the Maturity Date then in effect for the Standby Loans (or, if such day
is not a Business Day, the next preceding Business Day).

     "Letter  of Credit  Fee" shall have the  meaning  assigned  to such term in
Section 2.20(i).

                                       11
<PAGE>

     "Letter of Credit Sublimit" shall mean an amount equal to $50,000,000.  The
Letter  of  Credit  Sublimit  is part  of,  and  not in  addition  to the  Total
Commitment.

     "Leverage Ratio" shall mean, with respect to any fiscal quarter,  as of the
date ending such fiscal quarter,  the ratio of (a) Total Indebtedness as of such
fiscal quarter end to (b) Consolidated  EBITDA,  for the four consecutive fiscal
quarters  immediately  prior to such fiscal quarter end  (including  such fiscal
quarter).

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

     "Lien" shall mean,  with respect to any asset,  (a) any  mortgage,  deed of
trust,  lien,  pledge,  encumbrance,  charge, or security interest in or on such
asset,  (b) the  interest  of a vendor or a lessor  under any  conditional  sale
agreement,  capital lease, or title retention  agreement  relating to such asset
and (c) in the case of securities,  any purchase option,  call, or similar right
of a third party with respect to such securities.

     "Loan" shall mean a Competitive  Loan or a Standby Loan,  whether made as a
Eurodollar Loan, an ABR Loan, or a Fixed Rate Loan, as permitted hereby.

     "Loan Documents" means this Agreement, each Note, each Issuer Document, the
Fee Letter, the Guaranty Agreement and each Security Document.

     "Margin"  shall mean, as to any  Eurodollar  Competitive  Loan,  the margin
(expressed  as a  percentage  rate per annum in the form of a decimal to no more
than four  decimal  places) to be added to or  subtracted  from the LIBO Rate in
order to determine  the interest  rate  applicable to such Loan, as specified in
the Competitive Bid relating to such Loan.

     "Margin Regulations" shall mean Regulations T, U and X of the Board.

     "Material  Adverse  Effect" shall mean a materially  adverse  effect on the
business,  assets,  operations,  financial condition or results of operations of
the Borrower and the Subsidiaries taken as a whole.

     "Material  Transaction" shall have the meaning assigned to such term in the
definition of Consolidated EBITDA.

                                       12
<PAGE>

     "Maturity Date" shall mean October 29, 2009.

     "Non-Recourse Joint Venture" shall mean a Joint Venture the Indebtedness of
which is Non-Recourse Joint Venture Indebtedness.

     "Non-Recourse  Joint Venture  Indebtedness" shall mean secured or unsecured
Indebtedness  of a Joint  Venture  that is  non-recourse  to the Borrower or any
Principal  Subsidiary  or  any  of  their  respective  assets  or  property.  In
furtherance of the foregoing, an obligation of the Borrower that is non-recourse
to the  Borrower  except  to the  extent  of a pledge  of the  equity of a Joint
Venture (the  Indebtedness  of which is otherwise  non-recourse to the Borrower)
will be deemed Non-Recourse Joint Venture Indebtedness.

     "Note"  means a  promissory  note made by the Borrower in favor of a Lender
evidencing  Loans made by such Lender,  substantially in the form of Exhibit D-1
or D-2, as appropriate.

     "Obligations" means all advances to, and debts,  liabilities,  obligations,
covenants  and  duties of,  the  Borrower  arising  under any Loan  Document  or
otherwise  with  respect  to any Loan or Letter  of  Credit,  whether  direct or
indirect (including those acquired by assumption),  absolute or contingent,  due
or to become due, now existing or hereafter  arising and including  interest and
fees that  accrue  after the  commencement  by or against  the  Borrower  or any
Affiliate  thereof of any  proceeding  under any Debtor  Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.

     "Outstanding  Amount"  means (i) with  respect  to Loans on any  date,  the
aggregate  outstanding  principal  amount  thereof  after  giving  effect to any
borrowings and  prepayments or repayments of such Loans  occurring on such date;
and (ii) with respect to any L/C Obligations on any date, the amount of such L/C
Obligations  on such  date  after  giving  effect  to any L/C  Credit  Extension
occurring on such date and any other changes in the aggregate  amount of the L/C
Obligations as of such date,  including as a result of any reimbursements by the
Borrower of Unreimbursed Amounts.

     "Participant" has the meaning specified in Section 9.04(d).

     "PBGC" shall mean the Pension Benefit Guaranty  Corporation referred to and
defined in ERISA.

     "Person" shall mean any natural person, corporation,  business trust, joint
venture,  association,  company,  limited  liability  company,  partnership,  or
government, or any agency or political subdivision thereof.

     "Plan" shall mean any pension plan (including a multiemployer plan) subject
to the  provisions  of Title IV of ERISA  or  Section  412 of the Code  which is
maintained for or to which  contributions are made for employees of the Borrower
or any ERISA Affiliate.

     "Prime  Rate"  shall  mean the rate of  interest  in effect for such day as
publicly announced from time to time by Bank of America as its "prime rate". The
"prime  rate"  is a rate  set by Bank of  America  based  upon  various  factors
including  Bank  of  America's  costs  and  desired  return,   general  economic
conditions and other factors,  and is used as a reference point for pricing some
loans,  which may be priced at, above,  or below such announced rate. Any change
in such rate  announced  by Bank of America  shall take effect at the opening of
business on the day specified in the public announcement of such change.

                                       13
<PAGE>

     "Principal  Subsidiaries" shall mean any Subsidiary of the Borrower,  whose
Consolidated  Tangible  Assets  comprise  in excess  of 25% of the  Consolidated
Tangible Assets of the Borrower and its consolidated Subsidiaries as of the date
hereof or at any time  hereafter.  The term "Principal  Subsidiaries"  shall not
include any Non-Recourse Joint Venture.

     "Ratable  Share" of any amount,  shall mean,  with respect to any Lender at
any time,  the product of such amount times a fraction the numerator of which is
the amount of such  Lender's  Commitment  at such time (or,  if the  Commitments
shall have been  terminated  pursuant  to Section  2.11,  2.12 or 7.01 or if the
Commitments  have  expired,  such Lender's  Commitment as in effect  immediately
prior to such termination,  giving effect to any subsequent assignments) and the
denominator  of which is the aggregate  amount of all  Commitments  at such time
(or, if the  Commitments  shall have been  terminated  pursuant to Section 2.11,
2.12 or 7.01 or if the Commitments  have expired,  the amount of all Commitments
as in effect immediately prior to such termination).

     "Register" shall have the meaning given such term in Section 9.04(c).

     "Regulation D" shall mean Regulation D of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "Regulation T" shall mean Regulation T of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "Regulation U" shall mean Regulation U of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "Regulation X" shall mean Regulation X of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "Release"  shall  mean any  spilling,  emitting,  discharging,  depositing,
escaping,  leaching,  dumping or other releasing,  including the movement of any
Specified  Substance  through  the air,  soil,  surface  water,  groundwater  or
property, and when used as a verb has a like meaning.

     "Required  Lenders"  shall mean, at any time,  Lenders  having  Commitments
representing more than 50% of the Total Commitment; provided, that, for purposes
of  declaring  the Loans to be due and payable  pursuant to Article VII, and for
all purposes  after the Loans become due and payable  pursuant to Article VII or
the  Commitments  expire or terminate,  the term  "Required  Lenders" shall mean
Lenders holding in the aggregate more than 50% of the Total  Outstandings  (with
the  aggregate   amount  of  each  Lender's   risk   participation   and  funded
participation in L/C Obligations being deemed "held" by such Lender for purposes
of this definition);  provided, further, that the Commitment of, and the portion
of the Total Outstandings held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required Lenders.

                                       14
<PAGE>

     "Restricted  Payment" means any dividend or other distribution  (whether in
cash,  securities or other  property) with respect to any capital stock or other
equity  interest of the Borrower or any Subsidiary,  or any payment  (whether in
cash,  securities  or other  property),  including  any sinking  fund or similar
deposit,  on  account  of the  purchase,  redemption,  retirement,  acquisition,
cancellation or termination of any such capital stock or other equity  interest,
or on account of any return of capital to the Borrower's stockholders,  partners
or members (or the equivalent Person thereof).

     "Securitization  Transaction" means (a) any transfer of accounts receivable
or interests  therein (i) to a trust,  partnership,  corporation or other entity
(other than a Subsidiary),  which transfer or pledge is funded by such entity in
whole  or in part  by the  issuance  to one or  more  lenders  or  investors  of
indebtedness or other securities that are to receive  payments  principally from
the cash flow derived  from such  accounts  receivable  or interests in accounts
receivable, or (ii) directly to one or more investors or other purchasers (other
than  any  Subsidiary),  or (b) any  transaction  in  which  the  Borrower  or a
Subsidiary  incurs  Indebtedness  secured by Liens on accounts  receivable.  The
"amount" of any Securitization Transaction shall be deemed at any time to be (A)
in the case of a transaction  described in clause (a) of the preceding sentence,
the aggregate uncollected amount of the accounts receivable transferred pursuant
to such  Securitization  Transaction,  net of any such accounts  receivable that
have been  written off as  uncollectible,  and (B) in the case of a  transaction
described in clause (b) of the preceding  sentence,  the  aggregate  outstanding
principal  amount of the  Indebtedness  secured by Liens on accounts  receivable
Incurred pursuant to such Securitization Transaction.

     "Security Documents" means, collectively,  each security agreement or other
instrument or document executed and delivered pursuant to the proviso to Section
6.01 or the proviso to Section 6.02 to secure any of the Obligations.

     "Specified  Substance"  shall mean (i) any chemical,  material or substance
defined as or included in the definition of "hazardous  substances",  "hazardous
wastes",   "hazardous  materials",   "extremely  hazardous  waste",  "restricted
hazardous  waste" or "toxic  substances"  or words of similar  import  under any
applicable  Environmental  Laws;  (ii) any (A) oil,  natural  gas,  petroleum or
petroleum  derived  substance,  any drilling  fluids,  produced waters and other
wastes associated with the exploration,  development or production of crude oil,
natural gas or geothermal  fluid,  any flammable  substances or explosives,  any
radioactive materials,  any hazardous wastes or substances,  any toxic wastes or
substances or (B) other  materials or  pollutants  that, in the case of both (A)
and  (B),  (1) pose a  hazard  to the  property  of the  Borrower  or any of its
Subsidiaries  or any part thereof or to persons on or about such  property or to
any other  property  that may be affected by the  Release of such  materials  or
pollutants from such property or any part thereof or to persons on or about such
other  property  or (2) cause  such  property  or such other  property  to be in
violation of any  Environmental  Law; (iii)  asbestos,  urea  formaldehyde  foam
insulation,  toluene,  polychlorinated  biphenyls and any  electrical  equipment
which contains any oil or dielectric fluid containing levels of  polychlorinated
biphenyls in excess of fifty parts per million;  and (iv) any sound,  vibration,
heat,  radiation  or other form of energy and any other  chemical,  material  or
substance,  exposure  to  which  is  prohibited,  limited  or  regulated  by any
Governmental Authority.

                                       15
<PAGE>

     "Standby  Borrowing"  shall mean a  Borrowing  consisting  of  simultaneous
Standby Loans from each of the Lenders.

     "Standby  Borrowing  Request" shall mean a request made pursuant to Section
2.04 in the form of Exhibit A-5.

     "Standby  Lenders" shall mean at any time, any Lender that has a Commitment
at such time.

     "Standby  Loans" shall mean the revolving  loans made by the Lenders to the
Borrower  pursuant to Section  2.04.  Each  Standby  Loan shall be a  Eurodollar
Standby  Loan or an ABR Loan.  All  Standby  Loans by a Lender of the same Type,
having the same  Interest  Period and made or Converted on the same day shall be
deemed  to be a  single  Standby  Loan  by  such  Lender  until  repaid  or next
Converted.

     "Subsidiary"  shall mean, with respect to any Person (herein referred to as
the "parent"),  any  corporation,  partnership,  association,  or other business
entity (a) of which securities or other ownership  interests  representing  more
than 50% of the  equity or more than 50% of the  ordinary  voting  power or more
than 50% of the general partnership interests are, at the time any determination
is being made, owned, controlled, or held by the parent, or (b) which is, at the
time any  determination  is made,  otherwise  Controlled by the parent or one or
more subsidiaries of the parent or by the parent and one or more subsidiaries of
the parent.  Unless  otherwise  indicated,  all  references in this Agreement to
"Subsidiaries" shall be construed as references to Subsidiaries of the Borrower.

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

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

                                       16
<PAGE>

     "Total  Commitment"  shall  mean at any time the  aggregate  amount  of the
Lenders' Commitments, as in effect at such time.

     "Total  Indebtedness" means, as of any date, the aggregate principal amount
of Indebtedness of the Borrower and its consolidated Subsidiaries outstanding as
of such date, in the amount and only to the extent that such Indebtedness  would
be reflected on a balance sheet prepared as of such date on a consolidated basis
in accordance  with GAAP,  minus the amount of the cash and cash  equivalents of
the Borrower and its  consolidated  Subsidiaries  in excess of $50,000,000  that
would  be  reflected  on such  balance  sheet;  provided,  however,  that  Total
Indebtedness shall not include (i) Non-Recourse  Joint Venture  Indebtedness and
(ii) the 5%  Company  Obligated  Mandatorily  Redeemable  Convertible  Preferred
Securities due 2036 (the "EPPICS").

     "Total  Outstandings"  means the aggregate  Outstanding Amount of all Loans
and all L/C Obligations.

     "Transferee" shall mean any transferee or assignee of all or any portion of
a  Lender's  interests,   rights  and  obligations   hereunder,   including  any
participation holder.

     "Type",  when used in respect of any Loan or Borrowing,  shall refer to the
Rate by reference to which interest on such Loan or on the Loans comprising such
Borrowing is  determined.  For purposes  hereof,  "Rate" shall  include the LIBO
Rate, the Alternate  Base Rate and the rate of interest  applicable to any Fixed
Rate Loan.

     "Unreimbursed  Amount"  shall  have the  meaning  assigned  to such term in
Section 2.20(c)(i).

     SECTION 1.02. Terms Generally.

     The  definitions  in Section 1.01 shall apply  equally to both the singular
and plural forms of the terms  defined.  Whenever  the context may require,  any
pronoun shall include the  corresponding  masculine,  feminine and neuter forms.
The words "include",  "includes" and "including"  shall be deemed to be followed
by the phrase "without limitation". All references herein to Articles, Sections,
Exhibits and Schedules  shall be deemed  references to Articles and Sections of,
and  Exhibits  and  Schedules  to,  this  Agreement,  unless the  context  shall
otherwise require.  Except as otherwise  expressly provided herein, all terms of
an accounting or financial nature shall be construed in accordance with GAAP, as
in  effect  from  time  to  time;  provided,  however,  that,  for  purposes  of
determining  compliance  with any  covenant  set forth in Article VI, such terms
shall be  construed  in  accordance  with  GAAP as in effect on the date of this
Agreement  applied on a basis  consistent with the application used in preparing
the Borrower's audited financial statements referred to in Section 3.02.

                                       17
<PAGE>

     SECTION 1.03. Letter of Credit Amounts

     Unless otherwise specified, all references herein to the amount of a Letter
of Credit at any time shall be deemed to be the stated  amount of such Letter of
Credit in effect at such  time;  provided,  however,  that with  respect  to any
Letter of Credit that, by its terms or the terms of any Issuer Document  related
thereto  provides  for one or more  automatic  increases  in the  stated  amount
thereof,  the amount of such Letter of Credit  shall be deemed to be the maximum
stated  amount  of such  Letter  of  Credit  after  giving  effect  to all  such
increases, whether or not such maximum stated amount is in effect at such time.

     SECTION 1.04. Times of Day

     Unless otherwise specified,  all references herein to times of day shall be
references to Central time (daylight or standard, as applicable).

                                   ARTICLE II

                                   THE CREDITS

     SECTION 2.01. Commitments.

     Subject to the terms and  conditions  and relying upon the  representations
and warranties herein set forth, each Lender agrees,  severally and not jointly,
to make Standby Loans to the Borrower,  at any time and from time to time on and
after the Effective Date and until the earlier to occur of the Maturity Date and
the  termination  of the  Commitment of such Lender,  in an aggregate  principal
amount at any time outstanding not to exceed such Lender's  Commitment,  subject
however, to the conditions that, (a) at no time shall (i) the Total Outstandings
exceed the Total  Commitment,  or (ii) the aggregate  Outstanding  Amount of the
Standby  Loans  of  such  Lender,  plus  such  Lender's  Ratable  Share  of  the
Outstanding Amount of all L/C Obligations exceed such Lender's  Commitment,  and
(b) at all times the outstanding aggregate principal amount of all Standby Loans
made by each  Lender  shall equal the  product of (i) the  percentage  which its
Commitment  represents  of the  Total  Commitment  times  (ii)  the  outstanding
aggregate principal amount of all Standby Loans made pursuant to Section 2.04.

     Each  Lender's  Commitment  is set forth  opposite its  respective  name in
Schedule  2.01.  Such  Commitments  may be modified or reduced from time to time
pursuant to Section 2.11 and Section 2.13(f).

     Within the foregoing  limits,  the Borrower may borrow,  pay, or prepay and
reborrow  hereunder,  on and after the Effective  Date and prior to the Maturity
Date, subject to the terms, conditions and limitations set forth herein.

     SECTION 2.02. Loans.

     (a) Each  Standby Loan shall be made as part of a Borrowing  consisting  of
Loans  made  by the  Lenders  ratably  in  accordance  with  their  Commitments;
provided, however, that the failure of any Lender to make any Standby Loan shall
not in itself  relieve any other Lender of its  obligation to lend hereunder (it
being understood,  however,  that no Lender shall be responsible for the failure
of any other Lender to make any Loan required to be made by such other  Lender).
Each  Competitive Loan shall be made in accordance with the procedures set forth
in Section 2.03. The Standby Loans or Competitive Loans comprising any Borrowing
shall be in an  aggregate  principal  amount  which is an  integral  multiple of
$1,000,000 and not less than  $10,000,000  (or, in the case of Standby Loans, an
aggregate  principal  amount  equal to the  remaining  balance of the  available
Commitments).

                                       18
<PAGE>

     (b) Each  Competitive  Borrowing shall be comprised  entirely of Eurodollar
Competitive  Loans or Fixed Rate  Loans,  and each  Standby  Borrowing  shall be
comprised entirely of Eurodollar Standby Loans or ABR Loans, as the Borrower may
request pursuant to Section 2.03 or 2.04, as applicable.  Each Lender may at its
option make any  Eurodollar  Loan by causing any  domestic or foreign  branch or
Affiliate of such Lender to make such Loan;  provided  that any exercise of such
option  shall not affect the  obligation  of the  Borrower to repay such Loan in
accordance  with the terms of this  Agreement.  Borrowings of more than one Type
may be outstanding at the same time; provided,  however, that the Borrower shall
not be entitled to request any  Borrowing  which,  if made,  would  result in an
aggregate of more than ten separate  Standby Loans or more than four Competitive
Borrowings  of any  Lender  being  outstanding  hereunder  at any one time.  For
purposes of the foregoing,  Loans having different Interest Periods,  regardless
of whether they commence on the same date, shall be considered separate Loans.

     (c) Each  Lender  shall  make each Loan to be made by it  hereunder  on the
proposed date thereof by wire  transfer of  immediately  available  funds to the
Administrative  Agent at the Administrative  Agent's Office, not later than 1:00
P.M.,  and the  Administrative  Agent  shall by 3:00 P.M.  credit the amounts so
received to the general deposit account of the Borrower with the  Administrative
Agent or, if a  Borrowing  shall not occur on such date  because  any  condition
precedent  herein  specified  shall not have been met,  return  the  amounts  so
received  to the  respective  Lenders.  Competitive  Loans  shall be made by the
Lender or Lenders  whose  Competitive  Bids  therefor are  accepted  pursuant to
Section 2.03 in the amounts so accepted  and Standby  Loans shall be made by the
Lenders pro rata in  accordance  with Section  2.16.  Unless the  Administrative
Agent  shall  have  received  notice  from a  Lender  prior  to the  date of any
Borrowing  (or, in the case of an ABR  Borrowing,  prior to the time of such ABR
Borrowing) that such Lender will not make available to the Administrative  Agent
such Lender's  portion of such Borrowing,  the  Administrative  Agent may assume
that such Lender has made such portion available to the Administrative  Agent on
the  date of such  Borrowing  in  accordance  with  this  paragraph  (c) and the
Administrative  Agent may, in reliance upon such  assumption,  make available to
the Borrower on such date a corresponding amount. If and to the extent that such
Lender shall not have made such portion  available to the  Administrative  Agent
and the  Administrative  Agent has made  available to the Borrower such portion,
such  Lender and the  Borrower  severally  agree to repay to the  Administrative
Agent  forthwith on demand such  corresponding  amount,  together  with interest
thereon for each day from the date such amount is made available to the Borrower
until the date such amount is repaid to the  Administrative  Agent at (i) in the
case of the  Borrower,  the interest  rate  applicable  at the time to the Loans
comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds
Effective  Rate.  If such Lender  shall repay to the  Administrative  Agent such
corresponding amount, such amount shall constitute such Lender's Loan as part of
such Borrowing for purposes of this Agreement.

                                       19
<PAGE>

     (d)  Notwithstanding  any other provision of this  Agreement,  the Interest
Period  requested by the Borrower  with respect to any  Borrowing  shall not end
after the Maturity Date.

     SECTION 2.03. Competitive Bid Procedure

     (a) Subject to the terms and conditions set forth herein, from time to time
during the period from and  including  the  Effective  Date to but excluding the
earlier to occur of the Maturity Date and the  termination of the Commitments of
all Lenders,  the Borrower may request  Competitive  Bids and may, but shall not
have any obligation to, accept  Competitive Bids and borrow  Competitive  Loans;
provided,  that after  giving  effect to any  Competitive  Borrowing,  the Total
Outstandings  shall  not  exceed  the  Total  Commitment.  In order  to  request
Competitive   Bids,   the  Borrower  shall  hand  deliver  or  telecopy  to  the
Administrative  Agent a duly  completed  Competitive  Bid Request in the form of
Exhibit A-1 hereto, to be received by the  Administrative  Agent (i) in the case
of a Eurodollar Competitive  Borrowing,  not later than 10:00 A.M. four Business
Days  before a proposed  Competitive  Borrowing  and (ii) in the case of a Fixed
Rate  Borrowing,  not later than 10:00 A.M.  one  Business Day before a proposed
Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a
Competitive  Bid  Request.  A  Competitive  Bid  Request  that does not  conform
substantially to the format of Exhibit A-1 may be rejected in the Administrative
Agent's sole discretion,  and the Administrative Agent shall promptly notify the
Borrower of such rejection by telecopier.  Such request shall in each case refer
to this Agreement and specify (x) whether the Borrowing then being  requested is
to be a  Eurodollar  Borrowing or a Fixed Rate  Borrowing,  (y) the date of such
Borrowing  (which shall be a Business  Day) and the aggregate  principal  amount
thereof which shall be in a minimum  principal  amount of $10,000,000  and in an
integral  multiple of  $1,000,000,  and (z) the Interest  Period(s) with respect
thereto (which may not end after the Maturity Date).  Promptly after its receipt
of  a  Competitive   Bid  Request  that  is  not  rejected  as  aforesaid,   the
Administrative  Agent  shall  invite  by  telecopier  (in the form set  forth in
Exhibit A-2 hereto)  the  Lenders to bid,  on the terms and  conditions  of this
Agreement, to make Competitive Loans pursuant to the Competitive Bid Request.

     (b) Each Lender may, in its sole  discretion,  make one or more Competitive
Bids to the Borrower  responsive to a Competitive Bid Request.  Each Competitive
Bid by a Lender must be received by the Administrative Agent via telecopier,  in
the form of Exhibit  A-3  hereto,  (i) in the case of a  Eurodollar  Competitive
Borrowing,  not later  than 9:30 A.M.  three  Business  Days  before a  proposed
Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing,  not later
than 9:30 A.M. on the day of a proposed  Competitive  Borrowing.  Multiple  bids
will be  accepted  by the  Administrative  Agent.  Competitive  Bids that do not
conform  substantially  to the  format of  Exhibit  A-3 may be  rejected  by the
Administrative  Agent after  conferring  with, and upon the  instruction of, the
Borrower,  and the  Administrative  Agent  shall  notify the Lender  making such
nonconforming bid of such rejection as soon as practicable. Each Competitive Bid
shall refer to this  Agreement  and specify (x) the range of  principal  amounts
(each of which shall be in a minimum  principal  amount of $5,000,000  and in an
integral multiple of $1,000,000 and, in the case of the larger such amount,  may
equal the entire principal amount of the Competitive  Borrowing requested by the
Borrower) of the Competitive Loan or Loans that the Lender is willing to make to
the  Borrower,  (y) the  Competitive  Bid Rate or Rates at which  the  Lender is
prepared to make the  Competitive  Loan or Loans and (z) the Interest Period and
the last day thereof.  If any Lender shall elect not to make a Competitive  Bid,
such Lender shall so notify the  Administrative  Agent via telecopier (A) in the
case of Eurodollar  Competitive  Loans,  not later than 9:30 A.M. three Business
Days before a proposed Competitive Borrowing,  and (B) in the case of Fixed Rate
Loans, not later than 9:30 A.M. on the day of a proposed Competitive  Borrowing;
provided,  however, that the failure by any Lender to give such notice shall not
cause such Lender to be obligated to make any  Competitive  Loan as part of such
Competitive  Borrowing. A Competitive Bid submitted by a Lender pursuant to this
paragraph (b) shall be irrevocable.  If the Administrative  Agent shall not have
received from any Lender  notification of its election to make a Competitive Bid
on or before the times set forth in the second sentence of this paragraph,  such
Lender shall be deemed to have elected not to make a Competitive Bid.

                                       20
<PAGE>

     (c) The  Administrative  Agent shall  promptly  notify (but in any event no
later  than  10:00  A.M.  on the  day any  Competitive  Bid is  received  by the
Administrative  Agent) the Borrower by  telecopier of all the  Competitive  Bids
made, the  Competitive  Bid Rate and the principal  amount (or range thereof) of
each  Competitive  Loan in respect of which a  Competitive  Bid was made and the
identity of the Lender that made each bid. The Administrative Agent shall send a
copy  of all  Competitive  Bids  to the  Borrower  for  its  records  as soon as
practicable  after  completion of the bidding  process set forth in this Section
2.03.

     (d) The Borrower may in its sole and absolute  discretion,  subject only to
the  provisions  of this  paragraph  (d),  accept or reject  all or any  portion
(within the range of principal amounts specified therein) of any Competitive Bid
referred to in paragraph (c) above. The Borrower shall notify the Administrative
Agent by telephone,  confirmed by  telecopier  in the form of a Competitive  Bid
Accept/Reject  Letter,  whether  and to what  extent it has decided to accept or
reject any of or all the bids  referred to in  paragraph  (c) above,  (x) in the
case of a  Eurodollar  Competitive  Borrowing,  not later than 11:00 A.M.  three
Business Days before a proposed  Competitive  Borrowing and (y) in the case of a
Fixed  Rate  Borrowing,  not later  than  11:00  A.M.  on the day of a  proposed
Competitive Borrowing;  provided,  however, that (i) the failure by the Borrower
to give such notice shall be deemed to be a rejection  of all the bids  referred
to in paragraph  (c) above,  (ii) the Borrower  shall not accept a bid made at a
particular Competitive Bid Rate if the Borrower has decided to reject a bid made
at a lower  Competitive Bid Rate,  (iii) the aggregate amount of the Competitive
Bids accepted by the Borrower shall not exceed the principal amount specified in
the  Competitive  Bid Request,  (iv) if the Borrower  shall accept a bid or bids
made at the same  Competitive  Bid Rate but the amount of such bid or bids shall
cause the total  amount of bids to be  accepted  by the  Borrower  to exceed the
amount specified in the Competitive Bid Request,  then the Borrower shall accept
a portion of such bid or bids in an amount no greater than the amount  specified
in the Competitive Bid Request less the amount of all other  Competitive Bids at
a lower  Competitive  Bid Rate  accepted  with respect to such  Competitive  Bid
Request, which acceptance,  in the case of multiple bids at such Competitive Bid
Rate,  shall be made pro rata in accordance  with the lowest amount of each such
bid at such  Competitive Bid Rate, and (v) except pursuant to clause (iv) above,
no bid shall be accepted for a Competitive  Loan unless such Competitive Loan is
in a  minimum  principal  amount  of  $5,000,000  and an  integral  multiple  of
$1,000,000;  provided further, however, that if a Competitive Loan must be in an
amount less than $5,000,000 because of the provisions of clause (iv) above, such
Competitive  Loan may be for a minimum of  $1,000,000  or any integral  multiple
thereof,  and in calculating  the pro rata allocation of acceptances of portions
of multiple  bids at a particular  Competitive  Bid Rate pursuant to clause (iv)
the amounts  shall be rounded to integral  multiples of  $1,000,000  in a manner
which shall be in the discretion of the Borrower. A notice given by the Borrower
pursuant to this paragraph (d) shall be irrevocable.

                                       21
<PAGE>

     (e) The  Administrative  Agent shall  promptly  notify each bidding  Lender
whether or not its  Competitive Bid has been accepted (and if so, in what amount
and at what  Competitive  Bid  Rate) by  telecopier  sent by the  Administrative
Agent, and each successful  bidder will thereupon  become bound,  subject to the
other applicable  conditions  hereof, to make the Competitive Loan in respect of
which its bid has been accepted.

     (f) If the Administrative  Agent shall elect to submit a Competitive Bid in
its capacity as a Lender,  it shall submit such bid directly to the Borrower not
later  than 9:15 A.M.  on the day on which the other  Lenders  are  required  to
submit their bids to the Administrative Agent pursuant to paragraph (b) above.

     (g) All notices  required by this Section 2.03 shall be given in accordance
with Section 9.01.

     SECTION 2.04. Standby Borrowing Procedure

     In order to request a Standby  Borrowing  (other  than a  Conversion),  the
Borrower shall hand deliver or telecopy to the Administrative  Agent a notice in
the form of Exhibit A-5 (a) in the case of a Eurodollar Standby  Borrowing,  not
later than 11:00 A.M. three Business Days before a proposed  Borrowing,  and (b)
in the case of an ABR  Borrowing,  not later  than  11:00  A.M.  on the day of a
proposed Borrowing.  No Fixed Rate Loan shall be requested or made pursuant to a
Standby Borrowing  Request.  Such notice shall be irrevocable  (unless otherwise
expressly  provided  herein)  and shall in each case  specify  (i)  whether  the
Borrowing then being requested is to be a Eurodollar Standby Borrowing or an ABR
Borrowing;  (ii) the date of such Standby  Borrowing  (which shall be a Business
Day) and the amount  thereof;  and (iii) if such Borrowing is to be a Eurodollar
Standby Borrowing,  the Interest Period with respect thereto.  If no election as
to the Type of Standby  Borrowing  is  specified  in any such  notice,  then the
requested  Standby  Borrowing  shall be an ABR Borrowing.  If no Interest Period
with  respect to any  Eurodollar  Standby  Borrowing  is  specified  in any such
notice, then the Borrower shall be deemed to have selected an Interest Period of
one month's duration. The Administrative Agent shall promptly advise (but in any
event no later  than 12:00 P.M.  on such date) the  Lenders of any notice  given
pursuant to this  Section  2.04 and of each  Lender's  portion of the  requested
Borrowing.

     SECTION 2.05. Conversions.

     The  Borrower  may from time to time  Convert any Standby  Loan (or portion
thereof) of any Type and with any Interest Period (if applicable) to one or more
Standby  Loans of the same or any other  Type and with any  Interest  Period (if
applicable)  by delivering  (by hand delivery or  telecopier) a request for such
Conversion in the form of Exhibit A-6 to the Administrative  Agent no later than
(i) 11:00  A.M.  on the  third  Business  Day prior to the date of any  proposed
Conversion into a Eurodollar Standby Loan and (ii) 11:00 A.M., on the day of any
proposed  Conversion into an ABR Loan. The Administrative  Agent shall give each
Lender prompt notice of each Conversion  Request.  Each Conversion Request shall
be irrevocable  (unless otherwise  expressly provided herein) and binding on the
Borrower and shall specify the requested (A) date of such  Conversion,  (B) Type
of, and Interest Period,  if any,  applicable to, the Standby Loans (or portions
thereof)  proposed  to be  Converted,  (C) Type of  Standby  Loans to which such
Standby Loans (or portions  thereof) are proposed to be  Converted,  (D) initial

                                       22
<PAGE>

Interest  Period,  if any, to be applicable to the Standby Loans  resulting from
such Conversion and (E) aggregate amount of Standby Loans (or portions  thereof)
proposed to be Converted. No Eurodollar Standby Loans may be Converted on a date
other than the last day of the Interest Period  applicable  thereto,  unless the
Borrower  reimburses  each  Lender  pursuant  to Section  2.15 for all losses or
expenses  incurred by such Lender in  connection  with such  Conversion.  If the
Borrower  shall  fail to  give a  timely  Conversion  Request  pursuant  to this
subsection in respect of any Standby  Loans,  such Standby  Loans shall,  on the
last day of the then existing  Interest Period therefor,  automatically  Convert
into, or remain as, as the case may be, ABR Loans, unless such Standby Loans are
repaid at the end of such Interest  Period.  If the Borrower  shall fail, in any
Conversion  Request  that has been timely  given,  to select the duration of any
Interest Period for Standby Loans to be Converted into Eurodollar Standby Loans,
such Standby Loans shall,  on the last day of the then existing  Interest Period
therefor,  automatically  Convert into Eurodollar Standby Loans with an Interest
Period of one month's duration. If, on the date of any proposed Conversion,  the
Borrower  shall have failed to fulfill any  condition set forth in Section 4.01,
all Standby Loans then outstanding  shall, on such date,  automatically  Convert
into, or remain as, as the case may be, ABR Loans.

     SECTION 2.06. Fees.

     (a) The Borrower agrees to pay to each Lender,  through the  Administrative
Agent, on each March 31, June 30,  September 30 and December 31, and on the date
on which the  Commitment  of such Lender  expires or is otherwise  terminated as
provided herein, a commitment fee (a "Commitment Fee") at a rate per annum equal
to the Applicable Rate from time to time in effect on the actual daily amount by
which  the  Commitment  of such  Lender  exceeds  the  sum of (i) the  aggregate
Outstanding Amount of the Loans of such Lender,  plus (ii) such Lender's Ratable
Share of the  Outstanding  Amount of all L/C  Obligations.  All Commitment  Fees
shall be computed on the basis of the actual number of days elapsed in a year of
365 or 366 days, as the case may be. The Commitment Fee due to each Lender shall
commence  to accrue on the date  hereof and shall cease to accrue on the date on
which the  Commitment  of such  Lender  expires or is  otherwise  terminated  as
provided herein.

     (b) The  Borrower  agrees  to pay  the  Administrative  Agent,  for its own
account,  the fees (the  "Administrative  Fees") at the times and in the amounts
agreed upon between them.

     (c) All Fees  shall be paid on the  dates  due,  in  immediately  available
funds,  to the  Administrative  Agent for  distribution,  if and as appropriate,
among the Lenders.  Once paid,  none of the Fees shall be  refundable  under any
circumstances.

                                       23
<PAGE>

     SECTION 2.07. Repayment of Loans.

     (a) The outstanding principal balance of each Loan shall be payable, in the
case of each  Competitive  Loan,  on the earlier to occur of the last day of the
Interest Period  applicable to such Loan and the Maturity Date, and, in the case
of each Standby  Loan,  on the Maturity  Date.  Each  Competitive  Loan and each
Standby  Loan  shall bear  interest  from the date  thereof  on the  outstanding
principal  balance thereof as set forth in Section 2.08. Each Lender shall,  and
is hereby authorized by the Borrower to record in such Lender's internal records
an appropriate  notation evidencing the date and amount of each Competitive Loan
or Standby Loan, as  applicable,  of such Lender,  each payment or prepayment of
principal of any Competitive Loan or Standby Loan, as applicable, and such other
relevant information as such Lender records in its internal records with respect
to loans of a type similar to such Loans; provided, however, that the failure of
any Lender to make such a notation or any error  therein shall not in any manner
affect the obligation of the Borrower to repay the Competitive  Loans or Standby
Loans, as applicable, made by such Lender in accordance with the terms hereof.

     (b) Any Lender may request that any Loans made by it be evidenced by one or
more promissory notes. Promptly upon receipt of such request, the Borrower shall
prepare, execute and deliver to such Lender one or more promissory notes payable
to the order of such Lender (or, if requested by such Lender, to such Lender and
its assignees)  substantially in the form of Exhibit D-1 or D-2, as appropriate.
Thereafter,  the Loans evidenced by such promissory  notes and interest  thereon
shall at all times  (including  after  assignment  pursuant to Section  9.04) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein.

     SECTION 2.08. Interest on Loans.

     (a) Subject to the  provisions of Section 2.09, the Loans  comprising  each
Eurodollar  Borrowing  shall bear interest  (computed on the basis of the actual
number of days elapsed over a year of 360 days) at a rate per annum equal to (i)
in the case of each  Eurodollar  Standby  Loan,  the LIBO Rate for the  Interest
Period in effect for such Borrowing  plus the  Applicable  Rate, and (ii) in the
case of each Eurodollar  Competitive Loan, the LIBO Rate for the Interest Period
in effect for such  Borrowing  plus the Margin offered by the Lender making such
Loan and accepted by the  Borrower  pursuant to Section  2.03.  Interest on each
Eurodollar  Borrowing shall be payable on each applicable Interest Payment Date.
The LIBO Rate for each Interest Period shall be determined by the Administrative
Agent,  and such  determination  shall be conclusive  absent manifest error. The
Administrative  Agent shall  promptly (but in any event no later than 10:30 A.M.
two Business Days prior to the  commencement of such Interest Period) (A) advise
the Borrower and each Lender, as appropriate, of such determination and (B) upon
the request of the  Borrower,  provide the Borrower  with the  calculations  and
relevant factors supporting such determination.

     (b) Subject to the  provisions of Section 2.09, the Loans  comprising  each
ABR Borrowing shall bear interest (computed on the basis of the actual number of
days elapsed over a year of 365 or 366 days, as the case may be, when determined
with reference to the Prime Rate and over a year of 360 days in all other cases)
at a rate per annum equal to the Alternate Base Rate plus the  Applicable  Rate.
Interest  on each ABR  Borrowing  shall be payable on each  applicable  Interest
Payment Date. The Alternate Base Rate shall be determined by the  Administrative
Agent,  and such  determination  shall be conclusive  absent manifest error. The
Administrative  Agent shall  promptly (but in any event no later than 11:30 A.M.
on the day of each ABR  Borrowing)  (A) advise the  Borrower  and each Lender of
such  determination  and (B) upon  the  request  of the  Borrower,  provide  the
Borrower  with  the   calculations   and  relevant   factors   supporting   such
determination.

                                       24
<PAGE>

     (c) Subject to the  provisions of Section 2.09,  each Fixed Rate Loan shall
bear interest at a rate per annum (computed on the basis of the actual number of
days  elapsed  over a year of 360  days)  equal to the  fixed  rate of  interest
offered by the Lender making such Loan and accepted by the Borrower  pursuant to
Section 2.03.  Interest on each Fixed Rate Loan shall be payable on the Interest
Payment  Dates  applicable  to such Loan  except as  otherwise  provided in this
Agreement.

     SECTION 2.09. Default Interest.

     If the  Borrower  shall  default  in the  payment  of the  principal  of or
interest on any Loan or any other  amount  becoming  due  hereunder,  whether by
scheduled  maturity,  notice of  prepayment,  acceleration,  or  otherwise,  the
Borrower  shall on demand  from time to time from the  Administrative  Agent pay
interest,  to the extent  permitted by law, on such defaulted  amount up to (but
not including) the date of actual payment (after as well as before  judgment) at
a rate per annum  (computed  on the basis of the actual  number of days  elapsed
over a year of 360 days) equal to the Alternate Base Rate plus 2%.

     SECTION 2.10. Alternate Rate of Interest.

     In the event, and on each occasion, that on the day two Business Days prior
to the  commencement  of any  Interest  Period for a  Eurodollar  Borrowing  the
Administrative Agent shall have determined that dollar deposits in the principal
amounts of the  Eurodollar  Loans  comprising  such  Borrowing are not generally
available in the London interbank market, or that the rates at which such dollar
deposits are being offered will not  adequately  and fairly  reflect the cost to
any Lender of making or  maintaining  its  Eurodollar  Loan during such Interest
Period,  or that reasonable  means do not exist for  ascertaining the LIBO Rate,
the Administrative Agent shall, as soon as practicable thereafter,  give written
notice of such  determination  to the Borrower and the Lenders.  In the event of
any such  determination,  until the Administrative  Agent shall have advised the
Borrower  and the Lenders that the  circumstances  giving rise to such notice no
longer exist, (i) any such request by the Borrower for a Eurodollar  Competitive
Borrowing  pursuant to Section 2.03 shall be of no force and effect and shall be
denied by the Administrative  Agent, (ii) any such request by the Borrower for a
Eurodollar  Standby  Borrowing  pursuant to Section 2.04 shall be deemed to be a
request for an ABR  Borrowing  (unless the  Borrower  shall have  withdrawn  its
request for such Eurodollar  Standby  Borrowing not later than 10:00 A.M. on the
day of the  proposed  Borrowing)  and (iii) any  request by the  Borrower  for a
Conversion to Eurodollar  Standby Loans pursuant to Section 2.05 shall be deemed
to be a request for a Conversion  to ABR Loans  (unless the Borrower  shall have
withdrawn its request for such  Conversion  not later than 10:00 A.M. on the day
of the proposed  Conversion).  Each  determination by the  Administrative  Agent
hereunder shall be conclusive absent manifest error.

     SECTION 2.11. Changes in Commitments.

     (a) Upon at least three Business Days' prior irrevocable  written notice to
the  Administrative  Agent,  the Borrower  may at any time in whole  permanently
terminate,  or  from  time  to  time  in  part  permanently  reduce,  the  Total
Commitment;  provided,  however,  that (i) each  partial  reduction of the Total
Commitment  shall be in an  integral  multiple  of  $1,000,000  and in a minimum
principal amount of $10,000,000,  (ii) no such termination or reduction shall be
made which would, after giving effect to any concurrent  prepayment of the Loans
in accordance with Section 2.12,  reduce the Total  Commitment to an amount less
than Total  Outstandings,  and (iii) if, after giving effect to any reduction of
the Total  Commitment,  the Letter of Credit Sublimit  exceeds the amount of the
Total Commitment,  such Letter of Credit Sublimit shall be automatically reduced
by the amount of such excess.

                                       25
<PAGE>

     (b) Each reduction in the Total Commitment  hereunder shall be made ratably
among the Lenders in accordance with their respective Commitments.  The Borrower
shall pay to the  Administrative  Agent for the account of the  Lenders,  on the
date of each termination or reduction,  the Commitment Fees on the amount of the
Commitments  so  terminated  or  reduced   accrued  through  the  date  of  such
termination  or  reduction.   Subject  to  Section  2.06(a)(ii),  no  additional
Commitment  Fees on the amount of the  Commitments so terminated or reduced will
accrue.

     (c) Unless earlier terminated pursuant to the terms of this Agreement,  the
Commitment of each Lender shall  automatically and permanently  terminate on the
Maturity Date.

     (d) Any changes in the  Commitments  pursuant to this Section 2.11 shall be
appropriately recorded by the Administrative Agent in the Register in accordance
with Section 9.04(d).  In addition,  all notices with respect to any such change
shall be maintained by the Administrative Agent with the Register.

     SECTION 2.12. Prepayment.

     (a) The Borrower  shall have the right at any time and from time to time to
prepay any Standby Borrowing,  or Eurodollar Competitive Borrowing,  in whole or
in part, upon giving written notice (or telephone  notice promptly  confirmed by
written  notice)  to the  Administrative  Agent:  (i) before  11:00  A.M.  three
Business Days prior to  prepayment,  in the case of Eurodollar  Loans,  and (ii)
before 11:00 A.M. on the day of prepayment,  in the case of ABR Loans; provided,
however, that each partial prepayment shall be in an amount which is an integral
multiple of $1,000,000 and not less than $5,000,000. The Borrower shall not have
the right to prepay any Fixed Rate Competitive  Borrowing without the consent of
the applicable Lender.

     (b) Each notice of  prepayment  shall specify the  prepayment  date and the
principal amount of each Borrowing (or portion thereof) to be prepaid,  shall be
irrevocable  and shall commit the Borrower to prepay such  Borrowing (or portion
thereof)  by  the  amount  stated  therein  on  the  date  stated  therein.  All
prepayments  under this  Section  2.12  shall be  subject  to  Section  2.15 but
otherwise  without premium or penalty.  All prepayments  under this Section 2.12
shall be accompanied by accrued  interest on the principal  amount being prepaid
to the date of payment.

     (c) If for any reason the Total  Outstandings  at any time exceed the Total
Commitment then in effect,  the Borrower shall  immediately  prepay Loans and/or
Cash  Collateralize  the L/C  Obligations  in an aggregate  amount equal to such
excess;  provided,  however,  that the  Borrower  shall not be  required to Cash
Collateralize the L/C Obligations  pursuant to this Section 2.12(c) unless after
the  prepayment in full of the Standby Loans the Total  Outstandings  exceed the
Total Commitment then in effect.

                                       26
<PAGE>


     SECTION 2.13. Reserve Requirements; Change in Circumstances.

     (a) It is understood  that the cost to each Lender of making or maintaining
any of the Eurodollar  Loans may fluctuate as a result of the  applicability  of
reserve  requirements  imposed  by the  Board  at  the  ratios  provided  for in
Regulation  D on the date  hereof.  The  Borrower  agrees  to pay to each of the
Lenders from time to time such amounts as shall be necessary to compensate  such
Lender for the  portion of the cost of making or  maintaining  Eurodollar  Loans
(other  than  Eurodollar  Competitive  Loans)  resulting  from any such  reserve
requirements  provided for in  Regulation D as in effect on the date hereof,  it
being understood that the rates of interest  applicable to Eurodollar Loans have
been  determined on the assumption  that no such reserve  requirements  exist or
will exist and that such rates do not  reflect  costs  imposed on the Lenders in
connection with such reserve requirements.

     (b)  Notwithstanding  any other provision herein, if after the date of this
Agreement  any  change  in  applicable  law or  regulation  (including,  without
limitation,  Regulation D) or in the interpretation or administration thereof by
any Governmental  Authority  charged with the  interpretation  or administration
thereof  (whether  or not  having  the force of law)  shall  change the basis of
taxation  of  payments  to any Lender of the  principal  of or  interest  on any
Eurodollar  Loan or Fixed  Rate  Loan made by such  Lender,  or any  amounts  in
respect of Letters of Credit to the Issuing  Bank,  or any Fees or other amounts
payable hereunder (other than changes in respect of taxes imposed on the overall
net income of such Lender or the Issuing Bank and franchise  taxes imposed on it
by the  jurisdiction  in which such Lender or the Issuing Bank has its principal
office or by any political  subdivision or taxing authority  therein),  or shall
impose,  modify,  or deem applicable any reserve,  special  deposit,  or similar
requirement  against  assets of,  deposits  with or for the account of or credit
extended by such Lender or the Issuing  Bank,  or shall impose on such Lender or
the Issuing Bank or the London  interbank  market any other condition  affecting
this Agreement or any Eurodollar Loan or Fixed Rate Loan made by such Lender, or
any Letter of Credit or any participation  therein, and the result of any of the
foregoing  shall be to increase the cost to such Lender of making or maintaining
any  Eurodollar  Loan or Fixed Rate Loan or to increase  the cost of the Issuing
Bank of  participating  in,  issuing or  maintaining  any Letter of Credit or to
reduce  the  amount of any sum  received  or  receivable  by such  Lender or the
Issuing Bank  hereunder  (whether of  principal,  interest,  or otherwise) by an
amount  deemed by such Lender or the Issuing Bank to be material,  then,  to the
extent not otherwise being  reimbursed  under Section 2.19 hereof,  the Borrower
will pay to such  Lender or the  Issuing  Bank,  as the case may be, upon demand
such additional  amount or amounts as will compensate such Lender or the Issuing
Bank,  as the case may be,  for such  additional  costs  incurred  or  reduction
suffered.  Notwithstanding the foregoing, no Lender shall be entitled to request
compensation  under this  paragraph with respect to any  Competitive  Loan if it
shall have had actual knowledge of the change giving rise to such request at the
time of submission  of the  Competitive  Bid pursuant to which such  Competitive
Loan shall have been made.

                                       27
<PAGE>

     (c) If any  Lender or the  Issuing  Bank  shall  have  determined  that the
adoption  after  the date  hereof of any law,  rule,  regulation,  or  guideline
regarding capital adequacy, or any change in any existing law, rule, regulation,
or  guideline   regarding   capital  adequacy  or  in  the   interpretation   or
administration  of any of the foregoing by any governmental  authority,  central
bank, or comparable  agency charged with the  interpretation  or  administration
thereof,  or compliance by any Lender or the Issuing Bank (or any lending office
of such  Lender or the  Issuing  Bank) or any  Lender's  or the  Issuing  Bank's
holding  company  with any  request  or  directive  regarding  capital  adequacy
(whether or not having the force of law) of any such authority, central bank, or
comparable  agency,  has or would have the effect of reducing the rate of return
on such  Lender's  or the  Issuing  Bank's  capital  or on the  capital  of such
Lender's or the Issuing Bank's holding company, if any, as a consequence of this
Agreement or the Loans made by, or  participations in Letters of Credit held by,
such Lender  pursuant  hereto,  or the  Letters of Credit  issued by the Issuing
Bank, to a level below that which such Lender or such Lender's  holding  company
or the Issuing Bank or the Issuing Bank's holding  company,  as the case may be,
could have achieved but for such adoption,  change,  or compliance  (taking into
consideration  such Lender's or the Issuing Bank's  policies and the policies of
such  Lender's or the Issuing  Bank's  holding  company  with respect to capital
adequacy) by an amount deemed by such Lender or the Issuing Bank to be material,
then from time to time the  Borrower  shall  pay to such  Lender or the  Issuing
Bank, as the case may be, such  additional  amount or amounts as will compensate
such Lender or the Issuing Bank or such Lender's or the Issuing  Bank's  holding
company for any such reduction suffered.

     (d) A certificate of a Lender or the Issuing Bank setting forth such amount
or amounts as shall be necessary to  compensate  such Lender or the Issuing Bank
or its holding  company as specified in paragraph (a), (b), or (c) above, as the
case may be, and all of the  relevant  factors and the  calculations  supporting
such  amount  or  amounts,  shall be  delivered  to the  Borrower  and  shall be
conclusive  absent  manifest  error.  The Borrower  shall pay each Lender or the
Issuing  Bank,  as the  case  may  be,  the  amount  shown  as  due on any  such
certificate delivered by it within 10 days after the receipt of the same.

     (e)  Failure  or delay on the part of any  Lender  or the  Issuing  Bank to
demand  compensation  pursuant to this Section shall not  constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation;  provided
that the  Borrower  shall not be required to  compensate a Lender or the Issuing
Bank  pursuant to this Section for any increased  costs or  reductions  incurred
more than 45 days prior to the date that such Lender or the Issuing Bank, as the
case may be, notifies the Borrower of the occurrence of the event entitling such
Lender or the  Issuing  Bank to such  compensation  and of such  Lender's or the
Issuing Bank's intention to claim compensation therefor;  provided further that,
if the occurrence of the event entitling such Lender or the Issuing Bank to such
compensation is  retroactive,  then the 45-day period referred to above shall be
extended to include the period of retroactive effect thereof

     (f) If any Lender shall have delivered a notice or certificate  pursuant to
paragraph (d) above, the Borrower shall have the right, at its own expense, upon
notice to such Lender and the  Administrative  Agent,  to require such Lender to
(i) terminate its  Commitment or (ii) transfer and assign  without  recourse (in
accordance with and subject to the  restrictions  contained in Section 9.04) all
or a portion of its interest,  rights and  obligations  under this  Agreement to
another financial institution which shall assume such obligations; provided that
(A) no such  termination  or assignment  shall  conflict with any law,  rule, or
regulation  or order of any  Governmental  Authority and (B) the Borrower or the
assignee,  as the case may be, shall pay to the affected  Lender in  immediately
available  funds on the date of such  termination or assignment the principal of
and  interest  accrued to the date of payment on the Loans made by it  hereunder
and all other  amounts  accrued for its account or owed to it  hereunder  (other
than any amounts owed to such Lender  pursuant to Section  2.15(c) in connection
with such principal payment).

                                       28
<PAGE>

     SECTION 2.14. Change in Legality.

     (a) Notwithstanding any other provision herein, if any change in any law or
regulation  or in  the  interpretation  thereof  by any  governmental  authority
charged with the administration or interpretation thereof shall make it unlawful
for any Lender to make or maintain any Eurodollar  Loan or to give effect to its
obligations as contemplated hereby with respect to any Eurodollar Loan, then, by
written notice to the Borrower and to the Administrative Agent, such Lender may:

          (i) declare that Eurodollar  Loans will not thereafter be made by such
     Lender hereunder,  whereupon such Lender shall not submit a Competitive Bid
     in response to a request for Eurodollar  Competitive  Loans and any request
     by the Borrower for a Eurodollar Standby Borrowing shall, as to such Lender
     only,  be deemed a  request  for an ABR Loan (or for a  Conversion  thereto
     pursuant to Section  2.05) unless such  declaration  shall be  subsequently
     withdrawn; and

          (ii)  require  that all  outstanding  Eurodollar  Loans  made by it be
     Converted to ABR Loans, in which event all such  Eurodollar  Loans shall be
     automatically  Converted  to ABR  Loans  as of the  effective  date of such
     notice as provided in paragraph (b) below.

     In the event any Lender shall  exercise its rights under (i) or (ii) above,
all  payments  and  prepayments  of principal  which would  otherwise  have been
applied to repay the  Eurodollar  Loans that would have been made by such Lender
or the  Converted  Eurodollar  Loans of such Lender shall  instead be applied to
repay  the ABR Loans  made by such  Lender  in lieu of,  or  resulting  from the
Conversion of, such Eurodollar Loans.

     (b) For  purposes of this  Section  2.14,  a notice to the  Borrower by any
Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day
of the Interest  Period  currently  applicable to such  Eurodollar  Loan; in all
other  cases  such  notice  shall be  effective  on the date of  receipt  by the
Borrower.

     SECTION 2.15. Indemnity.

     The Borrower shall  indemnify each Lender against any loss or expense which
such  Lender may  sustain or incur as a  consequence  of (a) any  failure by the
Borrower  to  fulfill  on the date of any  Borrowing  hereunder  the  applicable
conditions set forth in Article IV, (b) any failure by the Borrower to borrow or
to Convert any Loan  hereunder  after  irrevocable  notice of such  Borrowing or
Conversion  has been given  pursuant  to  Section  2.03,  2.04 or 2.05,  (c) any
payment,  prepayment or  Conversion  of a Eurodollar  Loan required by any other
provision of this  Agreement  or  otherwise  made or deemed made on a date other
than the last day of the Interest Period applicable thereto,  (d) any default in
payment or prepayment of the principal amount of any Loan or any part thereof or
interest accrued thereon,  as and when due and payable (at the due date thereof,

                                       29
<PAGE>

whether by scheduled maturity, acceleration, irrevocable notice of prepayment or
otherwise),  or (e) the occurrence of any Event of Default,  including,  in each
such  case,  any loss or  reasonable  expense  sustained  or  incurred  or to be
sustained or incurred in  liquidating  or employing  deposits from third parties
acquired to effect or  maintain  such Loan or any part  thereof as a  Eurodollar
Loan.  Such loss or  reasonable  expense  shall  include an amount  equal to the
excess,  if any, as reasonably  demonstrated by such Lender,  of (i) its cost of
obtaining the funds for the Loan being paid, prepaid, Converted, or not borrowed
(assumed  to be the LIBO Rate or, in the case of a Fixed  Rate  Loan,  the fixed
rate of  interest  applicable  thereto)  for the  period  from  the date of such
payment, prepayment, or failure to borrow to the last day of the Interest Period
for such Loan (or, in the case of a failure to borrow,  the Interest  Period for
such Loan which would have  commenced on the date of such failure) over (ii) the
amount of interest  (as  reasonably  demonstrated  by such Lender) that would be
realized  by such  Lender  in  redeploying  the funds so paid,  prepaid,  or not
borrowed for such period or Interest  Period,  as the case may be. A certificate
of any Lender setting forth the factors and  calculations  supporting any amount
or amounts  which such Lender is entitled  to receive  pursuant to this  Section
shall  be  delivered  to the  Borrower  no  later  than  30 days  following  the
incurrence   of  any  loss  or  expense   for  which  such   Lender  is  seeking
indemnification  under this Section 2.15 and shall be conclusive absent manifest
error.

     SECTION 2.16. Pro Rata Treatment.

     Except as required or otherwise  permitted under Sections 2.13(f) and 2.14,
each Standby  Borrowing,  each payment or prepayment of principal of any Standby
Borrowing,  each payment of interest on the Standby  Loans,  each payment of the
Letter of Credit Fees,  each reduction of the Commitments and each Conversion of
any Borrowing with a Standby  Borrowing of any Type, shall be allocated pro rata
among the Lenders in accordance with their  respective  Commitments (or, if such
Commitments  shall  have  expired or been  terminated,  in  accordance  with the
respective  principal amounts of their outstanding  Standby Loans). Each payment
of  Commitment  Fees shall be made to each Lender  (through  the  Administrative
Agent) as set  forth in  Section  2.06(a).  Each  payment  of  principal  of any
Competitive   Borrowing   shall  be   allocated   pro  rata  among  the  Lenders
participating  in such  Borrowing in accordance  with the  respective  principal
amounts of their outstanding  Competitive Loans comprising such Borrowing.  Each
payment of interest on any  Competitive  Borrowing  shall be allocated  pro rata
among  the  Lenders  participating  in such  Borrowing  in  accordance  with the
respective   amounts  of  accrued  and  unpaid  interest  on  their  outstanding
Competitive  Loans  comprising  such  Borrowing.  Each Lender  agrees  that,  in
computing  such  Lender's  portion of any  Borrowing to be made  hereunder,  the
Administrative  Agent may, in its discretion,  round each Lender's percentage of
such Borrowing to the next higher or lower whole dollar amount.

     SECTION 2.17. Sharing of Setoffs.

     Each  Lender  agrees that if it shall,  through the  exercise of a right of
banker's lien,  setoff, or counterclaim  against the Borrower,  or pursuant to a
secured  claim under  Section 506 of Title 11 of the United States Code or other
security or interest  arising from, or in lieu of, such secured claim,  received
by such Lender under any applicable bankruptcy, insolvency, or other similar law
or otherwise,  or by any other means,  obtain payment (voluntary or involuntary)
in respect of any  Standby  Loan or Standby  Loans or  participation  in the L/C
Obligations  as a result of which the unpaid  principal  portion of the  Standby
Loans or L/C Obligations of such Lender shall be  proportionately  less than the
unpaid  principal  portion of the Standby Loans or L/C  Obligations of any other
Lender,  it shall be deemed  simultaneously  to have  purchased  from such other
Lender at face value,  and shall  promptly pay to such other Lender the purchase
price for,  a  participation  in the  Standby  Loans of such  other  Lender or a

                                       30
<PAGE>

participation  in the  Letters  of  Credit  of such  other  Lender,  so that the
aggregate  unpaid  principal  amount of the Standby Loans or the L/C Obligations
and  participations  in the Standby  Loans or the Letters of Credit held by each
Lender shall be in the same proportion to the aggregate  unpaid principal amount
of all Standby Loans or L/C Obligations then outstanding as the principal amount
of its Standby Loans or L/C Obligations prior to such exercise of banker's lien,
setoff,  or  counterclaim  or other  event  was to the  principal  amount of all
Standby Loans or L/C Obligations  outstanding prior to such exercise of banker's
lien,  setoff, or counterclaim or other event;  provided,  however,  that if any
such purchase or purchases or adjustments shall be made pursuant to this Section
2.17 and the payment  giving rise thereto shall  thereafter  be recovered,  such
purchase or  purchases or  adjustments  shall be rescinded to the extent of such
recovery  and the  purchase  price or  prices  or  adjustment  restored  without
interest.  The Borrower  expressly  consents to the foregoing  arrangements  and
agrees  that,  to the maximum  extent  permitted  by law,  any Lender  holding a
participation  in a Standby  Loan or a Letter  of Credit  deemed to have been so
purchased  may  exercise  any  and all  rights  of  banker's  lien,  setoff,  or
counterclaim  with  respect to any and all moneys  owing by the Borrower to such
Lender by reason  thereof as fully as if such Lender had made a Standby  Loan or
Letter of Credit directly to the Borrower in the amount of such participation.

     SECTION 2.18. Payments; Administrative Agent's Clawback.

     (a) The  Borrower  shall  make  each  payment  (including  principal  of or
interest on any Borrowing or any Fees or other amounts) hereunder not later than
12:00 P.M.  on the date when due in Dollars to the  Administrative  Agent at the
Administrative  Agent's Office in immediately  available  funds. All payments by
the Borrower  shall be made without  deduction  for any  counterclaim,  defense,
recoupment or setoff.

     (b)  Whenever  any  payment  (including  principal  of or  interest  on any
Borrowing or any Fees or other amounts) hereunder shall become due, or otherwise
would occur,  on a day that is not a Business  Day,  such payment may be made on
the next succeeding  Business Day, and such extension of time shall in such case
be included in the computation of interest or Fees, if applicable.

     (c) (i) Unless the  Administrative  Agent shall have received notice from a
Lender prior to the proposed  date of any Standby  Borrowing  (or in the case of
any  Standby  Borrowings  consisting  of ABR  Loans,  prior  to 1:00  P.M on the
proposed date of such ABR Borrowing) that such Lender will not make available to
the  Administrative  Agent such Lender's  share of such Standby  Borrowing,  the
Administrative  Agent may assume that such Lender has made such share  available
on such date in  accordance  with  Section  2.02 and may, in reliance  upon such
assumption,  make  available to the  Borrower a  corresponding  amount.  In such
event,  if a Lender  has not in fact  made its share of the  applicable  Standby
Borrowing available to the Administrative  Agent, then the applicable Lender and
the Borrower  severally  agree to pay to the  Administrative  Agent forthwith on
demand such  corresponding  amount in immediately  available funds with interest
thereon,  for each day from and including the date such amount is made available
to the  Borrower  to but  excluding  the date of payment  to the  Administrative
Agent, at (A) in the case of a payment to be made by such Lender, the greater of
the Federal Funds  Effective  Rate and a rate  determined by the  Administrative
Agent in accordance with banking  industry rules on interbank  compensation  and
(B) in the case of a  payment  to be made by the  Borrower,  the  interest  rate
applicable to ABR Loans. If the Borrower and such Lender shall pay such interest
to  the  Administrative  Agent  for  the  same  or an  overlapping  period,  the
Administrative  Agent shall  promptly  remit to the  Borrower the amount of such
interest paid by the Borrower for such period.  If such Lender pays its share of
the applicable Standby Borrowing to the Administrative Agent, then the amount so
paid shall  constitute  such  Lender's  Standby  Loan  included in such  Standby
Borrowing.  Any payment by the Borrower shall be without  prejudice to any claim
the  Borrower  may have  against a Lender  that shall  have  failed to make such
payment to the Administrative Agent.


                                       31
<PAGE>

     (ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the
Administrative  Agent shall have received  notice from the Borrower prior to the
date on which any payment is due to the Administrative  Agent for the account of
the Lenders or the Issuing Bank  hereunder  that the Borrower will not make such
payment,  the  Administrative  Agent may assume that the  Borrower has made such
payment on such date in  accordance  herewith  and may,  in  reliance  upon such
assumption,  distribute  to the Lenders or the Issuing Bank, as the case may be,
the  amount  due.  In such  event,  if the  Borrower  has not in fact  made such
payment,  then each of the  Lenders  or the  Issuing  Bank,  as the case may be,
severally  agrees to repay to the  Administrative  Agent forthwith on demand the
amount  so  distributed  to such  Lender or the  Issuing  Bank,  in  immediately
available funds with interest thereon,  for each day from and including the date
such amount is  distributed  to it to but  excluding  the date of payment to the
Administrative  Agent,  at the greater of the Federal Funds Effective Rate and a
rate determined by the Administrative  Agent in accordance with banking industry
rules on interbank compensation.

     A notice of the  Administrative  Agent to any Lender or the  Borrower  with
respect  to any amount  owing  under this  subsection  (b) shall be  conclusive,
absent manifest error.

     SECTION 2.19. Taxes.

     (a) Any and all  payments  by the  Borrower  hereunder  shall be  made,  in
accordance  with Section 2.18,  free and clear of and without  deduction for any
and all  present or future  taxes,  levies,  imposts,  deductions,  charges,  or
withholdings,  and all liabilities with respect thereto, excluding taxes imposed
on the  Administrative  Agent's,  the  Issuing  Bank's or any  Lender's  (or any
Transferee's)  net  income and  franchise  taxes  imposed on the  Administrative
Agent,  the Issuing Bank or any Lender (or  Transferee)  by the United States or
any  jurisdiction  under  the  laws of which it is  organized  or any  political
subdivision thereof (all such nonexcluded taxes,  levies,  imposts,  deductions,
charges, withholdings and liabilities being hereinafter referred to as "Taxes").
If the Borrower  shall be required by law to deduct any Taxes from or in respect
of any sum payable  hereunder  to the Lenders (or any  Transferee),  the Issuing
Bank or the Administrative  Agent, (i) the sum payable shall be increased by the
amount  necessary  so that  after  making  all  required  deductions  (including
deductions  applicable to additional  sums payable under this Section 2.19) such
Lender (or  Transferee),  the Issuing Bank or the  Administrative  Agent (as the
case may be) shall receive an amount equal to the sum it would have received had
no such  deductions  been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower  shall pay the full amount  deducted to the  relevant  taxing
authority or other  Governmental  Authority in accordance  with  applicable law.
Each Lender party  hereto on the date hereof  represents  and  warrants  that no
Taxes will be incurred on the date hereof in  connection  with the execution and
delivery of this Agreement.


                                       32
<PAGE>

     (b) In addition,  the Borrower agrees to pay any present or future stamp or
documentary  taxes or any other excise or property  taxes,  charges,  or similar
levies  which  arise from any  payment  made  hereunder  or from the  execution,
delivery,  or  registration  of, or otherwise  with  respect to, this  Agreement
(hereinafter referred to as "Other Taxes"). Each Lender party hereto on the date
hereof  represents and warrants that no Other Taxes will be incurred on the date
hereof in connection with the execution and delivery of this Agreement.

     (c) The Borrower will  indemnify each Lender (or  Transferee),  the Issuing
Bank and the  Administrative  Agent for the full amount of Taxes and Other Taxes
(including  any Taxes or Other  Taxes  imposed  by any  jurisdiction  on amounts
payable  under this  Section  2.19) paid by such  Lender  (or  Transferee),  the
Issuing Bank or the Administrative  Agent, as the case may be, and any liability
(including  penalties,  interest and expenses) arising therefrom or with respect
thereto,  whether or not such Taxes or Other  Taxes  were  correctly  or legally
asserted by the  relevant  taxing  authority  or other  Governmental  Authority.
Payment of such indemnification  shall be made within 30 days after the date any
Lender (or  Transferee),  the Issuing Bank or the  Administrative  Agent, as the
case may be, makes written demand  therefor.  If a Lender (or  Transferee),  the
Issuing Bank or the Administrative  Agent shall become aware that it is entitled
to receive a refund in respect of Taxes or Other Taxes, it shall promptly notify
the Borrower of the availability of such refund and shall,  within 30 days after
receipt of a request by the  Borrower,  apply for such refund at the  Borrower's
expense.  If any Lender (or Transferee),  the Issuing Bank or the Administrative
Agent  receives a refund in  respect of any Taxes or Other  Taxes for which such
Lender  (or  Transferee),  the  Issuing  Bank or the  Administrative  Agent  has
received  payment  from the Borrower  hereunder,  it shall  promptly  notify the
Borrower of such refund and shall,  within 15 days after receipt of such refund,
repay such refund to the  Borrower,  net of all  out-of-pocket  expenses of such
Lender (or  Transferee),  the Issuing Bank or the  Administrative  Agent, as the
case may be, and only with interest  received,  if any, from the relevant taxing
authority  or  Governmental  Authority;  provided  that the  Borrower,  upon the
request of such Lender (or Transferee),  the Issuing Bank or the  Administrative
Agent, agrees to return such refund (plus penalties, interest, or other charges)
to such Lender (or Transferee), the Issuing Bank or the Administrative Agent, as
the case may be, in the event such Lender (or  Transferee),  the Issuing Bank or
the Administrative Agent is required to repay such refund. This subsection shall
not be construed to require the Administrative  Agent, any Lender or the Issuing
Bank to make available its tax returns (or any other information relating to its
taxes that it deems confidential) to the Borrower or any other Person.

     (d)  Within 30 days after the date of any  payment of Taxes or Other  Taxes
withheld  by  the  Borrower  in  respect  of  any  payment  to  any  Lender  (or
Transferee),  the Issuing Bank or the  Administrative  Agent,  the Borrower will
furnish to the Administrative Agent, at its address referred to in Section 9.01,
the original or a certified copy of a receipt evidencing payment thereof.


                                       33
<PAGE>

     (e) Without  prejudice  to the  survival of any other  agreement  contained
herein,  the  agreements  and  obligations  contained in this Section 2.19 shall
survive the payment in full of the  principal  of and interest on all Loans made
hereunder.

     (f) Each Lender  represents  and  warrants  that either (i) it is organized
under  the  laws of a  jurisdiction  within  the  United  States  or (ii) it has
delivered to the Borrower and the Administrative  Agent duly completed copies of
such form or forms  prescribed by the Internal  Revenue Service  indicating that
such Lender is entitled to receive payments without  deduction or withholding of
any  United  States  federal  income  taxes,  as  permitted  by the  Code.  Each
Transferee  agrees  that,  on or prior to the date upon which it shall  become a
party hereto or obtain a participation  herein,  and upon the reasonable request
from time to time of the Borrower or the  Administrative  Agent, it will deliver
to the Borrower and the  Administrative  Agent either (A) a statement that it is
organized under the laws of a jurisdiction  within the United States or (B) duly
completed copies of such form or forms as may from time to time be prescribed by
the United States Internal Revenue  Service,  indicating that such Transferee is
entitled to receive  payments  without  deduction or  withholding  of any United
States  federal  income  taxes,  as permitted by the Code.  Each Lender that has
delivered,  and each Transferee that hereafter delivers, to the Borrower and the
Administrative  Agent  the  form  or  forms  referred  to in the  two  preceding
sentences further  undertakes to deliver to the Borrower and the  Administrative
Agent,  so far as it may legally do so, further copies of such form or forms, or
successor applicable form or forms, as the case may be, as and when any previous
form filed by it hereunder shall expire or shall become incomplete or inaccurate
in any respect.  Each Lender and  Transferee  represents  and warrants that each
such form supplied by it to the  Administrative  Agent and the Borrower pursuant
to this subsection (f), and not superseded by another form supplied by it, is or
will be, as the case may be, complete and accurate.

     (g) The Borrower shall not be required to pay any additional amounts to any
Lender (or  Transferee) in respect of United States  withholding tax pursuant to
paragraph (a) above if the obligation to pay such  additional  amounts would not
have arisen but for a failure by such Lender (or  Transferee) to comply with the
provisions of paragraph (f) above, unless such failure results from (i) a change
in applicable law, regulation,  or official  interpretation  thereof, or (ii) an
amendment,  modification, or revocation of any applicable tax treaty or a change
in official  position  regarding the application or interpretation  thereof,  in
each case after the date hereof  (and,  in the case of a  Transferee,  after the
date of assignment or transfer);  provided,  however, that the Borrower shall be
required  to pay  those  amounts  to any  Lender  (or  Transferee)  which it was
required to pay hereunder prior to the failure of such Lender (or Transferee) to
comply with the provisions of paragraph (f).

     (h) Any Lender (or  Transferee)  claiming any  additional  amounts  payable
pursuant to this  Section 2.19 shall use  reasonable  efforts  (consistent  with
legal and regulatory restrictions) to file any certificate or document requested
by the Borrower or to change the  jurisdiction of its applicable  lending office
if the making of such a filing or change  would avoid the need for or reduce the
amount of any such additional amounts which may thereafter accrue and would not,
in the sole  determination of such Lender, be otherwise  disadvantageous to such
Lender (or Transferee).


                                       34
<PAGE>

     (i) If any Lender shall request  compensation  under this Section 2.19, the
Borrower  shall have the right,  at its own expense,  upon notice to such Lender
and the  Administrative  Agent,  to require  such  Lender to (i)  terminate  its
Commitment or (ii) transfer and assign without  recourse (in accordance with and
subject to the  restrictions  contained in Section 9.04 but with the  assignment
fee in such  instance  to be  paid  by the  Borrower)  all or a  portion  of its
interest,  rights and  obligations  under this  Agreement  to another  financial
institution  which shall  assume  such  obligations;  provided  that (A) no such
termination  or assignment  shall  conflict with any law, rule, or regulation or
order of any Governmental Authority and (B) the Borrower or the assignee, as the
case may be, shall pay to the affected Lender in immediately  available funds on
the date of such termination or assignment the principal of and interest accrued
to the date of payment on the Loans made by it hereunder  and all other  amounts
accrued for its account or owed to it hereunder.

     SECTION 2.20. Letters of Credit

     (a) The Letter of Credit Commitment
         -------------------------------

          (i)  Subject to the terms and  conditions  set forth  herein,  (A) the
     Issuing Bank agrees,  in reliance upon the  agreements of the other Lenders
     set forth in this Section  2.20,  (i) from time to time on any Business Day
     during  the  period  from the  Effective  Date  until the  Letter of Credit
     Expiration Date, to issue Letters of Credit for the account of the Borrower
     or  certain  Subsidiaries,  and  to  amend  or  extend  Letters  of  Credit
     previously  issued by it, in accordance with Section  2.20(b),  and (ii) to
     honor  drawings  under the Letters of Credit;  and (B) the Standby  Lenders
     severally  agree to participate in Letters of Credit issued for the account
     of the Borrower or its Subsidiaries and any drawings  thereunder;  provided
     that after giving  effect to any L/C Credit  Extension  with respect to any
     Letter of  Credit,  (x) the Total  Outstandings  shall not exceed the Total
     Commitment,  (y) the aggregate  Outstanding  Amount of the Standby Loans of
     any Lender,  plus such Lender's Ratable Share of the Outstanding  Amount of
     all L/C Obligations, shall not exceed such Lender's Commitment, and (z) the
     Outstanding  Amount of the L/C  Obligations  shall not exceed the Letter of
     Credit Sublimit. Each request by the Borrower for the issuance or amendment
     of a  Letter  of  Credit  shall be  deemed  to be a  representation  by the
     Borrower  that the L/C Credit  Extension  so  requested  complies  with the
     conditions set forth in the proviso to the preceding  sentence.  Within the
     foregoing  limits,  and  subject to the terms and  conditions  hereof,  the
     Borrower's  ability to obtain  Letters of Credit shall be fully  revolving,
     and  accordingly  the Borrower  may,  during the foregoing  period,  obtain
     Letters of Credit to replace  Letters of Credit  that have  expired or that
     have been drawn upon and reimbursed.

          (ii) The Issuing Bank shall not issue any Letter of Credit if:

               (A)  subject to  Section  2.20(b)(iii),  the expiry  date of such
          requested  Letter of Credit would occur more than twelve  months after
          the date of issuance or last  extension,  unless the Required  Lenders
          have approved such expiry date; or


                                       35
<PAGE>

               (B) the  expiry  date of such  requested  Letter of Credit  would
          occur  after the  Letter of Credit  Expiration  Date,  unless  all the
          Lenders have approved such expiry date.

          (iii) The Issuing Bank shall not be under any  obligation to issue any
     Letter of Credit if:

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

               (B) the issuance of such Letter of Credit would  violate any Laws
          or one or more policies of the Issuing Bank;

               (C) except as otherwise  agreed by the  Administrative  Agent and
          the Issuing Bank, such Letter of Credit is in an initial stated amount
          less than $100,000;

               (D) such  Letter  of Credit is to be  denominated  in a  currency
          other than Dollars;

               (E) such Letter of Credit  contains any  provisions for automatic
          reinstatement of the stated amount after any drawing thereunder; or

               (F) a default of any Lender's  obligations  to fund under Section
          2.20(c)  exists  or any  Lender is at such  time a  Defaulting  Lender
          hereunder,  unless the  Issuing  Bank has  entered  into  satisfactory
          arrangements with the Borrower or such Lender to eliminate the Issuing
          Bank's risk with respect to such Lender.

          (iv) The  Issuing  Bank  shall not  amend any  Letter of Credit if the
     Issuing  Bank would not be  permitted  at such time to issue such Letter of
     Credit in its amended form under the terms hereof.

          (v) The Issuing Bank shall be under no  obligation to amend any Letter
     of Credit if (A) the Issuing Bank would have no  obligation at such time to
     issue such Letter of Credit in its amended form under the terms hereof,  or
     (B) the  beneficiary  of such Letter of Credit does not accept the proposed
     amendment to such Letter of Credit.


                                       36
<PAGE>

          (vi) The Issuing  Bank shall act on behalf of the Lenders with respect
     to any  Letters  of  Credit  issued  by it  and  the  documents  associated
     therewith,  and  the  Issuing  Bank  shall  have  all of the  benefits  and
     immunities  (A) provided to the  Administrative  Agent in Article VIII with
     respect to any acts taken or  omissions  suffered  by the  Issuing  Bank in
     connection  with Letters of Credit issued by it or proposed to be issued by
     it and Issuer Documents pertaining to such Letters of Credit as fully as if
     the term  "Administrative  Agent"  as used in  Article  VIII  included  the
     Issuing  Bank  with  respect  to  such  acts  or  omissions,   and  (B)  as
     additionally provided herein with respect to the Issuing Bank

     (b)   Procedures   for  Issuance  and   Amendment  of  Letters  of  Credit;
Auto-Extension Letters of Credit.

          (i) Each Letter of Credit shall be issued or amended,  as the case may
     be, upon the request of the Borrower  delivered to the Issuing Bank (with a
     copy to the  Administrative  Agent)  in the  form  of a  Letter  of  Credit
     Application,  appropriately  completed and signed by a Financial Officer of
     the  Borrower.  Such Letter of Credit  Application  must be received by the
     Issuing  Bank and the  Administrative  Agent not later than  11:00 A.M.  at
     least two Business Days (or such later date and time as the  Administrative
     Agent and the Issuing Bank may agree in a particular instance in their sole
     discretion)  prior to the proposed  issuance date or date of amendment,  as
     the case may be.  In the case of a request  for an  initial  issuance  of a
     Letter of Credit,  such Letter of Credit  Application shall specify in form
     and detail  reasonably  satisfactory  to the Issuing Bank: (A) the proposed
     issuance date of the requested  Letter of Credit (which shall be a Business
     Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and
     address of the  beneficiary  thereof;  (E) the documents to be presented by
     such  beneficiary in case of any drawing  thereunder;  (F) the full text of
     any certificate to be presented by such  beneficiary in case of any drawing
     thereunder;  and (G) such other matters as the Issuing Bank may  reasonably
     require.  In the case of a  request  for an  amendment  of any  outstanding
     Letter of Credit,  such Letter of Credit  Application shall specify in form
     and detail  reasonably  satisfactory  to the Issuing Bank (A) the Letter of
     Credit to be amended;  (B) the proposed  date of amendment  thereof  (which
     shall be a Business Day); (C) the nature of the proposed amendment; and (D)
     such  other   matters  as  the  Issuing   Bank  may   reasonably   require.
     Additionally,  the  Borrower  shall  furnish  to the  Issuing  Bank and the
     Administrative  Agent such other  documents and  information  pertaining to
     such requested Letter of Credit issuance or amendment, including any Issuer
     Documents,  as the Issuing Bank or the Administrative  Agent may reasonably
     require.

          (ii) Promptly after receipt of any Letter of Credit  Application,  the
     Issuing Bank will confirm with the Administrative Agent (by telephone or in
     writing) that the  Administrative  Agent has received a copy of such Letter
     of Credit  Application from the Borrower and, if not, the Issuing Bank will
     provide the  Administrative  Agent with a copy thereof.  Unless the Issuing
     Bank has received written notice from any Lender, the Administrative  Agent
     or the Borrower,  at least one Business Day prior to the requested  date of
     issuance or amendment of the applicable Letter of Credit,  that one or more
     applicable  conditions contained in Article IV shall not then be satisfied,
     then,  subject to the terms and conditions  hereof, the Issuing Bank shall,
     on the  requested  date,  issue a Letter of Credit  for the  account of the
     Borrower  (or the  applicable  Subsidiary)  or enter  into  the  applicable
     amendment,  as the case may be, in each case in accordance with the Issuing
     Bank's  usual  and  customary  business  practices.  Immediately  upon  the
     issuance of each Letter of Credit,  each Standby Lender shall be deemed to,
     and hereby  irrevocably  and  unconditionally  agrees to, purchase from the
     Issuing  Bank a risk  participation  in such  Letter of Credit in an amount
     equal to the  product of such  Lender's  Ratable  Share times the amount of
     such Letter of Credit.


                                       37
<PAGE>

          (iii) If the Borrower so requests in any  applicable  Letter of Credit
     Application,  the Issuing Bank may, in its reasonable discretion,  agree to
     issue a Letter of Credit that has automatic extension  provisions (each, an
     "Auto-Extension  Letter of Credit");  provided that any such Auto-Extension
     Letter of Credit must permit the Issuing Bank to prevent any such extension
     at least  once in each  twelve-month  period  (commencing  with the date of
     issuance  of  such  Letter  of  Credit)  by  giving  prior  notice  to  the
     beneficiary  thereof not later than a day (the "NonExtension  Notice Date")
     in each such twelve-month  period to be agreed upon at the time such Letter
     of Credit is issued.  Unless  otherwise  directed by the Issuing Bank,  the
     Borrower  shall not be required  to make a specific  request to the Issuing
     Bank for any such extension.  Once an  Auto-Extension  Letter of Credit has
     been issued,  the Lenders shall be deemed to have  authorized  (but may not
     require) the Issuing Bank to permit the  extension of such Letter of Credit
     at any  time to an  expiry  date  not  later  than  the  Letter  of  Credit
     Expiration Date; provided,  however, that the Issuing Bank shall not permit
     any such extension if (A) the Issuing Bank has reasonably  determined  that
     it would not be  permitted,  or would  have no  obligation  at such time to
     issue such Letter of Credit in its  revised  form (as  extended)  under the
     terms  hereof (by  reason of the  provisions  of  clauses  (ii) or (iii) of
     Section 2.20(a) or otherwise),  or (B) it has received notice (which may be
     by telephone or in writing) on or before the day that is five Business Days
     before the NonExtension Notice Date (1) from the Administrative  Agent that
     the Required  Lenders have elected not to permit such extension or (2) from
     the  Administrative  Agent,  any Lender or the Borrower that one or more of
     the applicable  conditions specified in Section 4.01 is not then satisfied,
     and in each  such  case  directing  the  Issuing  Bank not to  permit  such
     extension.

          (iv)  Promptly  after  its  delivery  of any  Letter  of Credit or any
     amendment to a Letter of Credit to an advising bank with respect thereto or
     to the  beneficiary  thereof,  the  Issuing  Bank will also  deliver to the
     Borrower  and the  Administrative  Agent a true and  complete  copy of such
     Letter of Credit or amendment.

          (v) To the extent  requested to do so by any Lender,  the Issuing Bank
     shall provide such Lender with a quarterly report of L/C Outstandings.


                                       38
<PAGE>

     (c) Drawings and Reimbursements; Funding of Participations.

          (i) Upon receipt from the  beneficiary  of any Letter of Credit of any
     notice of a drawing  under such Letter of Credit,  the  Issuing  Bank shall
     notify the Borrower and the  Administrative  Agent thereof.  Not later than
     11:00 A.M. on the date of any payment by the Issuing Bank under a Letter of
     Credit (each such date, an "Honor Date"),  the Borrower shall reimburse the
     Issuing  Bank  through the  Administrative  Agent in an amount equal to the
     amount of such drawing.  If the Borrower  fails to so reimburse the Issuing
     Bank by such time,  the  Administrative  Agent shall  promptly  notify each
     Standby  Lender of the Honor Date, the amount of the  unreimbursed  drawing
     (the  "Unreimbursed  Amount"),  and the  amount  of such  Standby  Lender's
     Ratable Share thereof.  In such event, the Borrower shall be deemed to have
     requested a Standby  Borrowing  of ABR Loans to be  disbursed  on the Honor
     Date in an amount equal to the Unreimbursed  Amount,  without regard to the
     minimum and multiples specified in Section 2.02 for the principal amount of
     ABR  Loans,  but  subject to the  amount of the  unutilized  portion of the
     Commitments  and the  conditions  set forth in Section 4.01 (other than the
     delivery of a notice pursuant to Section 4.01(a)).  Any notice given by the
     Issuing  Bank  or  the  Administrative   Agent  pursuant  to  this  Section
     2.20(c)(i) may be given by telephone if  immediately  confirmed in writing;
     provided that the lack of such an immediate  confirmation  shall not affect
     the conclusiveness or binding effect of such notice.

          (ii) Each  Standby  Lender  shall upon any notice  pursuant to Section
     2.20(c)(i) make funds available to the Administrative Agent for the account
     of the Issuing Bank at the Administrative Agent's Office in an amount equal
     to its Ratable Share of the Unreimbursed Amount not later than 1:00 P.M. on
     the Business  Day  specified  in such notice by the  Administrative  Agent,
     whereupon, subject to the provisions of Section 2.20(c)(iii),  each Standby
     Lender  that so makes  funds  available  shall be deemed to have made a ABR
     Standby Loan to the Borrower in such amount. The Administrative Agent shall
     remit the funds so received to the Issuing Bank.

          (iii)  With  respect  to any  Unreimbursed  Amount  that is not  fully
     refinanced by a Standby  Borrowing of ABR Loans because the  conditions set
     forth in Section  4.01 cannot be  satisfied  or for any other  reason,  the
     Borrower  shall be deemed to have  incurred  from the  Issuing  Bank an L/C
     Borrowing  in  the  amount  of  the  Unreimbursed  Amount  that  is  not so
     refinanced,  which  L/C  Borrowing  shall  be due  and  payable  on  demand
     (together  with  interest) and shall bear interest at the rate specified in
     Section  2.09.  In  such  event,  each  Standby  Lender's  payment  to  the
     Administrative  Agent for the  account  of the  Issuing  Bank  pursuant  to
     Section 2.03(c)(ii) shall be deemed payment in respect of its participation
     in such L/C Borrowing and shall  constitute an L/C Advance from such Lender
     in satisfaction of its participation obligation under this Section 2.20.

          (iv) Until each  Standby  Lender funds its Standby Loan or L/C Advance
     pursuant to this  Section  2.20(c) to  reimburse  the Issuing  Bank for any
     amount  drawn  under any  Letter of  Credit,  interest  in  respect of such
     Lender's  Ratable  Share of such amount  shall be solely for the account of
     the Issuing Bank.

          (v) Each Standby  Lender's  obligation  to make  Standby  Loans or L/C
     Advances to reimburse  the Issuing Bank for amounts  drawn under Letters of
     Credit,  as  contemplated  by this Section  2.20(c),  shall be absolute and
     unconditional and shall not be affected by any circumstance,  including (A)
     any  setoff,  counterclaim,  recoupment,  defense or other right which such
     Lender may have against the Issuing Bank,  the Borrower or any other Person
     for any reason whatsoever;  (B) the occurrence or continuance of a Default,
     or (C) any other occurrence,  event or condition, whether or not similar to
     any of  the  foregoing;  provided,  however,  that  each  Standby  Lender's
     obligation  to make  Standby  Loans  pursuant  to this  Section  2.20(c) is
     subject to the conditions set forth in Section 4.01 (other than delivery by
     the Borrower of notice pursuant to Section  4.01(a)).  No such making of an
     L/C  Advance  shall  relieve  or  otherwise  impair the  obligation  of the
     Borrower to  reimburse  the Issuing Bank for the amount of any payment made
     by the Issuing Bank under any Letter of Credit,  together  with interest as
     provided herein.


                                       39
<PAGE>

          (vi)  If  any  Standby   Lender   fails  to  make   available  to  the
     Administrative  Agent  for the  account  of the  Issuing  Bank  any  amount
     required to be paid by such Lender pursuant to the foregoing  provisions of
     this  Section  2.20(c) by the time  specified in Section  2.20(c)(ii),  the
     Issuing Bank shall be entitled to recover from such Lender (acting  through
     the Administrative Agent), on demand, such amount with interest thereon for
     the period from the date such payment is required to the date on which such
     payment is  immediately  available  to the Issuing Bank at a rate per annum
     equal  to the  greater  of the  Federal  Funds  Effective  Rate  and a rate
     determined by the Issuing Bank in accordance with banking industry rules on
     interbank compensation.  A certificate of the Issuing Bank submitted to any
     Standby  Lender  (through  the  Administrative  Agent) with  respect to any
     amounts owing under this Section  2.20(c)(vi)  shall be  conclusive  absent
     manifest error.

     (d) Repayment of Participations.

          (i) At any time after the  Issuing  Bank has made a payment  under any
     Letter of Credit and has received from any Standby Lender such Lender's L/C
     Advance in respect of such payment in accordance with Section  2.20(c),  if
     the  Administrative  Agent receives for the account of the Issuing Bank any
     payment in respect of the related  Unreimbursed  Amount or interest thereon
     (whether  directly  from the Borrower or otherwise,  including  proceeds of
     Cash  Collateral  applied  thereto  by  the   Administrative   Agent),  the
     Administrative  Agent will  distribute  to such  Lender its  Ratable  Share
     thereof  (appropriately  adjusted,  in the case of  interest  payments,  to
     reflect  the period of time  during  which such  Lender's  L/C  Advance was
     outstanding)  in the same  funds as those  received  by the  Administrative
     Agent.

          (ii) If any  payment  received  by the  Administrative  Agent  for the
     account of the Issuing Bank  pursuant to Section  2.20(c)(i) is required to
     be  returned  under any of the  circumstances  described  in  Section  9.17
     (including  pursuant to any settlement  entered into by the Issuing Bank in
     its discretion),  each Lender shall pay to the Administrative Agent for the
     account of the  Issuing  Bank its  Ratable  Share  thereof on demand of the
     Administrative Agent, plus interest thereon from the date of such demand to
     the date such amount is returned by such Lender,  at a rate per annum equal
     to the  Federal  Funds  Effective  Rate  from time to time in  effect.  The
     obligations  of the Lenders  under this clause shall survive the payment in
     full of the Loans and other  obligations  hereunder and the  termination of
     this Agreement.


                                       40
<PAGE>

          (e) Obligations Absolute.  The obligation of the Borrower to reimburse
     the Issuing Bank for each drawing  under each Letter of Credit and to repay
     each L/C Borrowing shall be absolute,  unconditional  and irrevocable,  and
     shall be paid strictly in accordance with the terms of this Agreement under
     all circumstances, including the following:

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

               (ii) the existence of any claim, counterclaim, setoff, defense or
          other right that the Borrower or any  Subsidiary  may have at any time
          against any beneficiary or any transferee of such Letter of Credit (or
          any Person for whom any such beneficiary or any such transferee may be
          acting),  the Issuing Bank or any other Person,  whether in connection
          with this Agreement,  the transactions  contemplated hereby or by such
          Letter of Credit or any agreement or instrument  relating thereto,  or
          any unrelated transaction;

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

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

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

          The Borrower  shall  within a  reasonable  time examine a copy of each
     Letter of Credit and each amendment thereto that is delivered to it and, in
     the event of any claim of noncompliance with the Borrower's instructions or
     other  irregularity,  the  Borrower  will notify the Issuing  Bank within a
     reasonable  time period (not to exceed two Business Days of receipt of such
     copy).  The Borrower shall be  conclusively  deemed to have waived any such
     claim against the Issuing Bank and its correspondents unless such notice is
     given as aforesaid.

          (f) Role of Issuing Bank.  Each Lender and the Borrower agree that, in
     paying any drawing  under a Letter of Credit,  the  Issuing  Bank shall not
     have any responsibility to obtain any document (other than any sight draft,
     certificates and documents  expressly  required by the Letter of Credit) or
     to ascertain or inquire as to the validity or accuracy of any such document
     or the authority of the Person  executing or delivering  any such document.
     Neither  the  Issuing  Bank,  nor  the  Administrative   Agent,  nor  their
     respective Affiliates,  directors, officers, employees, agents or advisors,
     nor any correspondent, participant or assignee of the Issuing Bank shall be
     liable to any  Lender for (i) any  action  taken or  omitted in  connection

                                       41
<PAGE>

     herewith at the request or with the approval of the Lenders or the Required
     Lenders, as applicable;  (ii) any action taken or omitted in the absence of
     gross  negligence  or  willful  misconduct;  or  (iii)  the due  execution,
     effectiveness,  validity or  enforceability  of any document or  instrument
     related to any Letter of Credit or Issuer  Document.  The  Borrower  hereby
     assumes all risks of the acts or omissions of any beneficiary or transferee
     with respect to its use of any Letter of Credit;  provided,  however,  that
     this assumption is not intended to, and shall not,  preclude the Borrower's
     pursuing such rights and remedies as it may have against the beneficiary or
     transferee at law or under any other  agreement.  Neither the Issuing Bank,
     nor the Administrative Agent, nor their respective  Affiliates,  directors,
     officers, employees, agents or advisors, nor any correspondent, participant
     or assignee of the Issuing Bank shall be liable or  responsible  for any of
     the  matters  described  in clauses  (i)  through  (v) of Section  2.20(e);
     provided,   however,   that  anything  in  such  clauses  to  the  contrary
     notwithstanding,  the Borrower may have a claim  against the Issuing  Bank,
     and the Issuing Bank may be liable to the Borrower, to the extent, but only
     to the extent,  of any direct,  as opposed to  consequential  or exemplary,
     damages  suffered by the Borrower which the Borrower  proves were caused by
     the Issuing  Bank's willful  misconduct or gross  negligence or the Issuing
     Bank's  willful  failure  to pay  under  any  Letter  of  Credit  after the
     presentation to it by the  beneficiary of a sight draft and  certificate(s)
     strictly  complying with the terms and conditions of a Letter of Credit. In
     furtherance  and not in limitation of the  foregoing,  the Issuing Bank may
     accept  documents  that  appear  on  their  face  to be in  order,  without
     responsibility  for  further  investigation,  regardless  of any  notice or
     information to the contrary,  and the Issuing Bank shall not be responsible
     for the validity or sufficiency of any instrument transferring or assigning
     or  purporting  to  transfer  or assign a Letter of Credit or the rights or
     benefits  thereunder or proceeds  thereof,  in whole or in part,  which may
     prove to be invalid or ineffective for any reason.

          (g) Upon the request of the  Administrative  Agent, (i) if the Issuing
     Bank has honored any full or partial  drawing  request  under any Letter of
     Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of
     the Letter of Credit  Expiration  Date,  any L/C  Obligation for any reason
     remains  outstanding,  the Borrower shall, in each case,  immediately  Cash
     Collateralize the then Outstanding Amount of all L/C Obligations.  Sections
     2.12(c), and 7.01 set forth certain additional requirements to deliver Cash
     Collateral  hereunder.  For purposes of this Section 2.20,  Section 2.12(c)
     and Section 7.01, "Cash  Collateralize" means to pledge and deposit with or
     deliver to the  Administrative  Agent,  for the benefit of the Issuing Bank
     and the Lenders,  as collateral  for the L/C  Obligations,  cash or deposit
     account   balances   pursuant  to   documentation  in  form  and  substance
     satisfactory  to the  Administrative  Agent  and the  Issuing  Bank  (which
     documents are hereby consented to by the Lenders). Derivatives of such term
     have   corresponding   meanings.   The  Borrower   hereby   grants  to  the
     Administrative  Agent, for the benefit of the Issuing Bank and the Lenders,
     a security  interest in all such cash,  deposit  accounts  and all balances
     therein  and  all  proceeds  of  the  foregoing  (collectively,  the  "Cash
     Collateral").  The  Cash  Collateral  shall be  maintained  in the L/C Cash
     Deposit Account.

          (h) Applicability of ISP and UCP. Unless otherwise expressly agreed by
     the Issuing Bank and the Borrower when a Letter of Credit is issued (i) the
     rules of the ISP shall apply to each standby Letter of Credit, and (ii) the
     rules of the Uniform Customs and Practice for Documentary  Credits, as most
     recently published by the International  Chamber of Commerce at the time of
     issuance shall apply to each commercial Letter of Credit.


                                       42
<PAGE>

          (i)  Letter  of  Credit   Fees.   The   Borrower   shall  pay  to  the
     Administrative  Agent for the account of each Lender in accordance with its
     Ratable  Share a Letter of Credit fee (the "Letter of Credit Fee") for each
     Letter of  Credit  equal to the  Applicable  Rate  times the daily  maximum
     amount available to be drawn under such Letter of Credit;  provided,  that,
     for the purpose of  distributing  the Letter of Credit Fee, the  Commitment
     of, and portion of L/C  Obligations  held or deemed held by, any Defaulting
     Lender  shall be deemed held by the  Issuing  Bank and the Letter of Credit
     Fee  otherwise  payable  to such  Lender  shall be  payable  instead to the
     Issuing  Bank  until  such  Lender is no longer a  Defaulting  Lender.  For
     purposes of  computing  the daily  amount  available  to be drawn under any
     Letter of Credit,  the amount of such Letter of Credit shall be  determined
     in  accordance  with  Section  1.03.  Letter  of Credit  Fees  shall be (i)
     computed  on a  quarterly  basis in arrears and (ii) due and payable on the
     first  Business  Day  after  the end of each  March,  June,  September  and
     December,  commencing  with the first such date to occur after the issuance
     of such  Letter of  Credit,  on the  Letter of Credit  Expiration  Date and
     thereafter on demand.  If there is any change in the Applicable Rate during
     any  quarter,  the daily  amount  available  to be drawn under each standby
     Letter of Credit shall be computed and  multiplied by the  Applicable  Rate
     separately  for each period during such quarter that such  Applicable  Rate
     was in effect.  Notwithstanding  anything to the contrary contained herein,
     upon the  request  of the  Required  Lenders,  while any  Event of  Default
     exists,  all  Letter of Credit  Fees  shall  accrue at a rate  equal to the
     Applicable Rate plus 2% per annum.

          (j) Fronting Fee and  Documentary  and Processing  Charges  Payable to
     Issuing Bank.  The Borrower  shall pay directly to the Issuing Bank for its
     own account a fronting  fee (i) with respect to each  commercial  Letter of
     Credit,  at the rate equal to 0.25%,  computed on the amount of such Letter
     of Credit, and payable upon the issuance thereof,  (ii) with respect to any
     amendment of a commercial  Letter of Credit  increasing  the amount of such
     Letter of Credit,  at a rate separately agreed between the Borrower and the
     Issuing Bank, computed on the amount of such increase, and payable upon the
     effectiveness  of such  amendment,  and (iii) with  respect to each standby
     Letter of Credit,  at the rate per annum  equal to 0.25%,  computed  on the
     daily  amount  available  to be drawn  under such Letter of Credit and on a
     quarterly  basis in arrears,  and due and payable on the first Business Day
     after the end of each March, June, September and December,  commencing with
     the first such date to occur  after the  issuance of such Letter of Credit,
     on the Letter of Credit  Expiration  Date and  thereafter  on  demand.  For
     purposes of  computing  the daily  amount  available  to be drawn under any
     Letter of Credit,  the amount of such Letter of Credit shall be  determined
     in  accordance  with  Section  1.03.  In addition,  the Borrower  shall pay
     directly to the Issuing  Bank for its own account the  customary  issuance,
     presentation, amendment and other processing fees, and other standard costs
     and charges, of the Issuing Bank relating to letters of credit as from time
     to time in effect.  Such  customary fees and standard costs and charges are
     due and payable on demand and are nonrefundable.

          (k)  Conflict  with  Issuer  Documents.  In the event of any  conflict
     between the terms  hereof and the terms of any Issuer  Document,  the terms
     hereof shall control.

          (l) Letters of Credit Issued for Subsidiaries.  Notwithstanding that a
     Letter of Credit  issued or  outstanding  hereunder  is in  support  of any
     obligations of, or is for the account of, a Subsidiary,  the Borrower shall
     be  obligated  to  reimburse  the Issuing  Bank  hereunder  for any and all
     drawings under such Letter of Credit. The Borrower hereby acknowledges that
     the issuance of Letters of Credit for the account of Subsidiaries inures to
     the  benefit of the  Borrower,  and that the  Borrower's  business  derives
     substantial benefits from the businesses of such Subsidiaries.


                                       43
<PAGE>

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     The Borrower  represents  and  warrants to the  Administrative  Agent,  the
Issuing Bank and each of the Lenders that:

     SECTION 3.01. Organization; Powers; Governmental Approvals.

     (a) The Borrower and each Principal  Subsidiary  (i) is a corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its organization,  (ii) has all requisite power and authority to
own its property and assets and to carry on its  business as now  conducted  and
(iii) is qualified to do business in every jurisdiction where such qualification
is required,  except  where the failure so to qualify  would not have a Material
Adverse Effect. The Borrower's  execution,  delivery and performance of the Loan
Documents  are within its  corporate  powers,  have been duly  authorized by all
necessary  action and do not violate or create a default  under (A) law, (B) its
constituent documents,  or (C) any contractual provision binding upon it, except
to the extent (in the case of violations or defaults described under clauses (A)
or (C)) where such  violation  or default  would not  reasonably  be expected to
result in a Material Adverse Effect. Each of the Loan Documents  constitutes the
legal,  valid and binding obligation of the Borrower  enforceable  against it in
accordance  with its terms  (except  as such  enforceability  may be  limited by
applicable  bankruptcy,  reorganization,  insolvency,  moratorium and other laws
affecting the rights of creditors  generally  and general  principles of equity,
including an implied covenant of good faith and fair dealing).

     (b) Except for (i) any Governmental  Approvals  required in connection with
any  Borrowings  (such  approvals  being  "Borrowing  Approvals")  and  (ii) any
Governmental  Approvals  the  failure to obtain  which could not  reasonably  be
expected  to result in a  Material  Adverse  Effect or affect  the  validity  or
enforceability  of this Agreement or any other Loan Document,  all  Governmental
Approvals required in connection with the execution and delivery by the Borrower
of this  Agreement  and the other  Loan  Documents  and the  performance  by the
Borrower of its  obligations  hereunder and thereunder  have been, and, prior to
the time of any Borrowing,  all Borrowing Approvals will be, duly obtained,  are
(or,  in the case of  Borrowing  Approvals,  will be) in full  force and  effect
without  having  been  amended or  modified  in any  manner  that may impair the
ability of the Borrower to perform its obligations under this Agreement, and are
not (or,  in the case of  Borrowing  Approvals,  will not be) the subject of any
pending appeal, stay or other challenge.

     SECTION 3.02. Financial Statements.

     The Borrower has furnished to the Lenders, for itself and its Subsidiaries,
its most recent  filings with the  Securities  and Exchange  Commission on Forms
10-K and 10-Q. Such Forms 10-K and 10-Q do not contain any untrue statement of a
material fact or omit to state a material  fact  necessary to make any statement
therein,  in light of the circumstances under which it was made, not misleading.
Each of the financial  statements in such Forms 10-K and 10-Q has been, and each
of the financial  statements  to be furnished  pursuant to Section 5.02 will be,
prepared in accordance with GAAP applied consistently with prior periods, except
as therein  noted,  and fairly  presents or will fairly  present in all material
respects  the   consolidated   financial   position  of  the  Borrower  and  its
Subsidiaries  as of the date  thereof and the results of the  operations  of the
Borrower and its Subsidiaries for the period then ended.


                                       44
<PAGE>

     SECTION 3.03. No Material Adverse Change.

     Since the date of the Borrower's most recent financial statements contained
in its Annual  Report on Form 10-K for the fiscal year ended  December 31, 2003,
furnished to the Lenders  pursuant to Section  3.02,  there has been no material
adverse change in, and there has occurred no event or condition  which is likely
to result in a material adverse change in, the financial  condition,  results of
operations,  business, assets or operations of the Borrower and the Subsidiaries
taken as a whole (it being  understood that the consummation or dissolution of a
Joint  Venture  Transaction,   the  incurrence  of  Non-Recourse  Joint  Venture
Indebtedness or the  consummation of an Asset Exchange shall not constitute such
a material adverse change).

     SECTION 3.04. Title to Properties; Possession Under Leases.

     (a) To the best of the Borrower's  knowledge,  each of the Borrower and the
Principal  Subsidiaries  has good and  marketable  title to, or valid  leasehold
interests in, or other rights to use or occupy, all its material  properties and
assets, except for minor defects in title that do not interfere with its ability
to conduct its business as currently conducted or to utilize such properties and
assets for their intended purposes.  All such material properties and assets are
free and clear of Liens, other than Liens expressly permitted by Section 6.01.

     (b) Each of the Borrower and the Principal  Subsidiaries  has complied with
all  obligations  under all material  leases to which it is a party and all such
leases  are in full force and  effect,  except  where such  failure to comply or
maintain such leases in full force and effect would not have a Material  Adverse
Effect.   Each  of  the  Borrower  and  the  Subsidiaries  enjoys  peaceful  and
undisturbed  possession under all such material leases except where such failure
would not have a Material Adverse Effect.

     SECTION 3.05. Ownership of Subsidiaries.

     The Borrower owns,  free and clear of any Lien (other than Liens  expressly
permitted by Section 6.01),  all of the issued and outstanding  shares of common
stock of each of the Principal Subsidiaries.

     SECTION 3.06. Litigation; Compliance with Laws.

     (a)  There  is  no  action,  suit,  or  proceeding,   or  any  governmental
investigation or any  arbitration,  in each case pending or, to the knowledge of
the Borrower,  threatened against the Borrower or any of the Subsidiaries or any
material  property  of  any  thereof  before  any  court  or  arbitrator  or any
governmental or  administrative  body,  agency, or official which (i) challenges
the validity of this Agreement or any other Loan  Document,  (ii) may reasonably
be expected to have a material  adverse effect on the ability of the Borrower to
perform any of its  obligations  under this Agreement or any other Loan Document
or on the rights of or benefits available to the Lenders under this Agreement or
any other Loan  Document or (iii) except as disclosed in the  Borrower's  Annual
Report  on  Form  10-K  for the  fiscal  year  ended  December  31,  2003 or the
Borrower's  Quarterly Reports on Form 10-Q for the periods ending March 31, 2004
and June 30, 2004, may reasonably be expected to have a Material Adverse Effect.


                                       45
<PAGE>

     (b) Neither the Borrower nor any of the Subsidiaries is in violation of any
law,  rule, or  regulation,  or in default with respect to any  judgment,  writ,
injunction  or decree of any  Governmental  Authority,  where such  violation or
default could reasonably be anticipated to result in a Material Adverse Effect.

     (c) Except as set forth in or contemplated  by the financial  statements or
other reports  referred to in Section 3.02 hereof and which have been  delivered
to the Lenders on or prior to the date hereof,  (i) the Borrower and each of its
Subsidiaries  have complied with all  Environmental  Laws,  except to the extent
that failure to so comply is not  reasonably  likely to have a Material  Adverse
Effect,  (ii)  neither the Borrower  nor any of its  Subsidiaries  has failed to
obtain,  maintain or comply with any permit, license or other approval under any
Environmental  Law, except where such failure is not reasonably likely to have a
Material Adverse Effect,  (iii) neither the Borrower nor any of its Subsidiaries
has  received  notice of any  failure to comply  with any  Environmental  Law or
become subject to any liability under any  Environmental  Law, except where such
failure or liability is not reasonably likely to have a Material Adverse Effect,
(iv) no facilities of the Borrower or any of its Subsidiaries are used to manage
any Specified  Substance in violation of any law, except to the extent that such
violations,  individually or in the aggregate, are not reasonably likely to have
a  Material  Adverse  Effect,  and (v)  the  Borrower  is  aware  of no  events,
conditions or circumstances  involving any Release of a Specified Substance that
is reasonably likely to have a Material Adverse Effect.

     SECTION 3.07. Agreements.

     (a)  Neither the  Borrower  nor any of the  Subsidiaries  is a party to any
agreement  or  instrument  or  subject  to any  corporate  restriction  that has
resulted,  or could  reasonably be anticipated to result,  in a Material Adverse
Effect.

     (b) Neither the Borrower nor any of the  Subsidiaries  is in default in any
manner under any  provision of any  indenture or other  agreement or  instrument
evidencing Indebtedness,  or any other material agreement or instrument to which
it is a party or by which it or any of its  properties  or assets  are or may be
bound,  where  such  default  could  reasonably  be  anticipated  to result in a
Material Adverse Effect.

     SECTION 3.08. Federal Reserve Regulations.

     No part of the  proceeds  of the Loans will be used,  whether  directly  or
indirectly,  and  whether  immediately,  incidentally,  or  ultimately,  for any
purpose  which  entails a  violation  of,  or which is  inconsistent  with,  the
provisions of the Margin Regulations.


                                       46
<PAGE>

     SECTION 3.09. Investment Company Act; Public Utility Holding Company Act.

     Neither the  Borrower  nor any of the  Subsidiaries  is (a) an  "investment
company" as defined in, or subject to regulation  under, the Investment  Company
Act of 1940 or (b) a "holding  company" as defined in, or subject to  regulation
under, the Public Utility Holding Company Act of 1935.

     SECTION 3.10. Use of Proceeds.

     The Borrower will use the proceeds of the Loans only for general  corporate
purposes,  including  working capital and support of commercial  paper issuances
and Securitization Transactions permitted hereunder as well as one or more Joint
Venture Transactions,  acquisitions or Asset Exchanges;  provided, however, that
no such  proceeds  shall  be used (i) to make any  Restricted  Payment,  or (ii)
directly or indirectly in connection with any Hostile Acquisition.

     SECTION 3.11. Tax Returns.

     Each of the Borrower and the  Subsidiaries  has filed or caused to be filed
all Federal,  state and local tax returns  required to have been filed by it and
has paid or  caused  to be paid all taxes  shown to be due and  payable  on such
returns or on any  assessments  received by it,  except (i) taxes that are being
contested in good faith by  appropriate  proceedings  and for which the Borrower
shall have set aside on its books adequate  reserves and (ii) where such failure
to file or pay would not reasonably be expected to result in a Material  Adverse
Effect.

     SECTION 3.12. No Material Misstatements.

     No statement, information, report, financial statement, exhibit or schedule
furnished  by or on behalf of the  Borrower to the  Administrative  Agent or any
Lender in connection  with the  syndication  or negotiation of this Agreement or
any other Loan  Document or  included  herein or therein or  delivered  pursuant
hereto or thereto contained, contains, or will contain any material misstatement
of fact or intentionally omitted, omits, or will omit to state any material fact
necessary  to make the  statements  therein,  in the light of the  circumstances
under which they were, are, or will be made, not misleading.

     SECTION 3.13. Employee Benefit Plans.

     (a) Each Plan is in compliance  with ERISA,  except for such  noncompliance
that has not resulted,  and could not reasonably be anticipated to result,  in a
Material Adverse Effect.

     (b) No Plan has an  accumulated  or waived  funding  deficiency  within the
meaning  of  Section  412 or  Section  418B of the  Code,  except  for any  such
deficiency  that has not resulted,  and could not  reasonably be  anticipated to
result, in a Material Adverse Effect.

     (c) No proceedings  have been instituted to terminate any Plan,  except for
such proceedings where the termination of a Plan has not resulted, and could not
reasonably be anticipated to result, in a Material Adverse Effect.


                                       47
<PAGE>

     (d) Neither the Borrower nor any Subsidiary or ERISA Affiliate has incurred
any liability to or on account of a Plan under ERISA (other than  obligations to
make  contributions in accordance with such Plan), and no condition exists which
presents a material risk to the Borrower or any  Subsidiary of incurring  such a
liability,  except for such  liabilities  that have not resulted,  and could not
reasonably be anticipated to result, in a Material Adverse Effect.

     SECTION 3.14. Insurance.

     Each of the Borrower and the  Principal  Subsidiaries  maintains  insurance
with financially sound and reputable insurers,  or self-insurance,  with respect
to its  properties and business  against loss or damage of the kind  customarily
insured  against by reputable  companies in the same or similar  business and of
such types and in such amounts  (with such  deductible  amounts) as is customary
for such companies under similar circumstances.

                                   ARTICLE IV

                              CONDITIONS OF LENDING

     SECTION 4.01. Each Borrowing and Issuance.

     The  obligation  of  each  Lender  to make a Loan  on the  occasion  of any
Borrowing,  including any Conversion pursuant to Section 2.05 and the obligation
of the  Issuing  Bank to make  any  L/C  Credit  Extension,  is  subject  to the
satisfaction of the following conditions:

     (a) The Administrative Agent shall have received a notice of such Borrowing
or L/C Credit  Extension  as required  by Section  2.03,  2.04,  2.05 or 2.20 as
applicable;

     (b) The  representations  and  warranties  set forth in Article  III hereof
(except, in the case of a Conversion,  the representations set forth in Sections
3.03 and 3.06(a))  shall be true and correct in all material  respects on and as
of the date of such Borrowing or such L/C Credit  Extension with the same effect
as though made on and as of such date, except to the extent such representations
and warranties  expressly  relate to an earlier date in which case they shall be
true and correct as of such earlier date;

     (c)  The  Borrower  shall  be in  compliance  with  all  of the  terms  and
provisions set forth herein on its part to be observed or performed,  and at the
time of, and  immediately  after such Borrowing or L/C Credit  Extension (as the
case may be),  no Event  of  Default  or  Default  shall  have  occurred  and be
continuing; and

each  Borrowing  and each L/C Credit  Extension  shall be deemed to constitute a
representation and warranty by the Borrower on the date of such Borrowing or L/C
Credit Extension (as the case may be) as to the matters  specified in paragraphs
(b) and (c) of this Section 4.01.

     SECTION 4.02. Effective Date.

     The  obligations  of the Lenders to make Loans or the Issuing  Bank to make
any L/C Credit Extension  hereunder shall not become effective until the date on
which each of the  following  conditions  is satisfied  (or waived in accordance
with Section 9.08):


                                       48
<PAGE>

     (a) The  Administrative  Agent  shall  have  received a  favorable  written
opinion of the general  counsel of the Borrower,  dated the  Effective  Date and
addressed to the Lenders,  to the effect set forth in Exhibit C hereto,  and the
Borrower  hereby   instructs  such  counsel  to  deliver  such  opinion  to  the
Administrative Agent;

     (b) All  legal  matters  incident  to  this  Agreement  and the  borrowings
hereunder shall be satisfactory to the Administrative Agent and the Lenders;

     (c)  The  Administrative  Agent  shall  have  received  (i) a  copy  of the
certificate or articles of incorporation,  including all amendments  thereto, of
the  Borrower,  certified  as of a recent date by the  Secretary of State of the
state of its  organization,  and a  certificate  as to the good  standing of the
Borrower as of a recent date,  from such Secretary of State;  (ii) a certificate
of the Secretary or Assistant Secretary of the Borrower dated the Effective Date
and  certifying  (A) that  attached  thereto is a true and complete  copy of the
by-laws  of the  Borrower  as in effect on the  Effective  Date and at all times
since a date prior to the date of the resolutions described in clause (B) below,
(B) that  attached  thereto  is a true and  complete  copy of  resolutions  duly
adopted by the Board of  Directors of the Borrower  authorizing  the  execution,
delivery and  performance of this Agreement and the  borrowings  hereunder,  and
that such resolutions have not been modified,  rescinded,  or amended and are in
full force and effect,  (C) that the certificate or articles of incorporation of
the Borrower have not been amended since the date of the last amendment  thereto
shown on the  certificate  of good  standing  furnished  pursuant  to clause (i)
above,  and (D) as to the  incumbency  and  specimen  signature  of each officer
executing this Agreement or any other document delivered in connection  herewith
on behalf of the  Borrower;  (iii) a  certificate  of another  officer as to the
incumbency  and  specimen  signature of the  Secretary  or  Assistant  Secretary
executing  the  certificate  pursuant  to clause (ii)  above;  (iv)  irrevocable
notices from the Borrower requesting termination of the "Total Commitment" under
each of the Existing  Facilities  effective  automatically on the Effective Date
and (v) such other  documents  as the  Administrative  Agent or the  Lenders may
reasonably request;

     (d) The Administrative  Agent shall have received a certificate,  dated the
Effective  Date and signed by a Financial  Officer of the  Borrower,  confirming
compliance with the conditions  precedent set forth in paragraphs (b) and (c) of
Section 4.01;

     (e) The Administrative Agent shall have received all Fees and other amounts
due and payable on or prior to the Effective Date; and

     (f) All "Commitments" (as defined in each of the Existing Facilities) under
the Existing  Facilities shall have been terminated in accordance with the terms
thereof  and  all  "Loans"  (as  defined  in each  of the  Existing  Facilities)
outstanding  thereunder  shall have been repaid or prepaid together with accrued
interest  thereon and all other amounts  payable to the "Lenders" (as defined in
each of the Existing Facilities) under the Existing Facilities.


                                       49
<PAGE>

                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

     The  Borrower  covenants  and agrees  with the  Administrative  Agent,  the
Issuing Bank and each Lender  that,  so long as this  Agreement  shall remain in
effect or the principal of or interest on any Loan (or any portion thereof),  or
any other expenses or amounts payable hereunder,  shall be unpaid, or any Letter
of Credit shall remain outstanding, the Borrower will:

     SECTION 5.01. Existence; Businesses and Properties.

     (a) Preserve and  maintain,  cause each of the  Principal  Subsidiaries  to
preserve and maintain,  and cause each other Subsidiary to preserve and maintain
(where the  failure by any such other  Subsidiary  to so preserve  and  maintain
would likely result in a Material  Adverse  Effect),  its  corporate  existence,
rights and franchises,  except in connection with a Joint Venture Transaction or
an Asset  Exchange,  provided,  however,  that the  corporate  existence  of any
Principal   Subsidiary   may  be   terminated   if  such   termination   is  not
disadvantageous to the Administrative Agent or any Lender;

     (b) continue to own all of the  outstanding  shares of common stock of each
Principal  Subsidiary,  except in connection with a Joint Venture Transaction or
an Asset Exchange;

     (c) comply,  and cause each of the Subsidiaries to comply,  in all material
respects,  with all applicable laws, rules,  regulations and orders,  including,
without limitation, all Environmental Laws;

     (d) pay, and cause each of the Subsidiaries to pay, before any such amounts
become delinquent,  (i) all taxes,  assessments and governmental charges imposed
upon it or upon its property, and (ii) all claims (including without limitation,
claims for labor,  materials,  supplies,  or services)  which might,  if unpaid,
become a Lien upon its property,  unless,  in each case,  the validity or amount
thereof  is being  disputed  in good  faith,  and the  Borrower  has  maintained
adequate reserves with respect thereto, in each case where the failure to so pay
would be reasonably expected to cause a Material Adverse Effect;

     (e) keep,  and cause  each of the  Subsidiaries  to keep,  proper  books of
record and account,  containing  complete and accurate  entries of all financial
and business  transactions  of the Borrower and such  Subsidiary in all material
respects;

     (f) continue to carry on, and cause each  Principal  Subsidiary to continue
to carry on,  substantially  the same type of business  as the  Borrower or such
Principal  Subsidiary  conducted as of the date hereof and  business  reasonably
related  thereto,  except for changes in such  business that result from a Joint
Venture Transaction or an Asset Exchange; and

     (g) maintain or cause to be maintained insurance with financially sound and
reputable  insurers,  or  self-insurance,  with  respect to its  properties  and
business and the  properties  and business of the  Subsidiaries  against loss or
damage of the kinds  customarily  insured against by reputable  companies in the
same or  similar  businesses,  such  insurance  to be of such  types and in such
amounts (with such deductible  amounts) as is customary for such companies under
similar circumstances;


                                       50
<PAGE>

provided,  however, that the foregoing shall not limit the right of the Borrower
or any of its Subsidiaries to engage in any transaction not otherwise prohibited
by Section 6.02, 6.03 or 6.04.

     SECTION 5.02. Financial Statements, Reports, etc.

     In the case of the Borrower,  furnish to the Administrative  Agent and each
Lender:

     (a) as soon as available  and in any event within 110 days after the end of
each fiscal year,  consolidated  balance  sheets and the related  statements  of
income and cash flows of the Borrower and its Subsidiaries (the Borrower and its
Subsidiaries being collectively  referred to as the "Companies") as of the close
of such fiscal year (which requirement shall be deemed satisfied by the delivery
of the  Borrower's  Annual Report on Form 10-K (or any successor  form) for such
year),  all  audited  by KPMG LLP or other  independent  public  accountants  of
recognized  national  standing and accompanied by an opinion of such accountants
to the effect that such consolidated  financial statements fairly present in all
material  respects the  financial  condition  and results of  operations  of the
Companies on a consolidated basis in accordance with GAAP consistently applied;

     (b) within 65 days after the end of each of the first three fiscal quarters
of each fiscal year  (commencing  with the fiscal  quarter  ended  September 30,
2004),  consolidated  balance  sheets and related  statements of income and cash
flows of the  Companies  as of the  close of such  fiscal  quarter  and the then
elapsed portion of the fiscal year (which  requirement shall be deemed satisfied
by the  delivery  of the  Borrower's  Quarterly  Report  on  Form  10-Q  (or any
successor  form) for such  quarter),  each  certified by a Financial  Officer as
fairly  presenting  the  financial  condition  and results of  operations of the
Companies on a consolidated basis in accordance with GAAP consistently  applied,
subject to normal year-end audit adjustments;

     (c) concurrently with any delivery of financial  statements under paragraph
(a) or (b) of this Section, a certificate of a Financial Officer of the Borrower
(i)  certifying  as to whether a Default  has  occurred  and,  if a Default  has
occurred,  specifying the details thereof and any action taken or proposed to be
taken  with  respect  thereto  and  (ii)  setting  forth   reasonably   detailed
calculations (including with respect to any pro forma effect given to a Material
Transaction)  demonstrating  compliance  with Section 6.07 as of the last day of
the most recent fiscal quarter covered by such financial statements;

     (d) promptly  upon the mailing or filing  thereof,  copies of all financial
statements,  reports  and  proxy  statements  mailed  to the  Borrower's  public
shareholders,  and copies of all  registration  statements  (other than those on
Form S-8) and Form 8-K's (to the extent that such Form 8-K's disclose  actual or
potential  adverse  developments  with  respect  to the  Borrower  or any of its
Subsidiaries that constitute,  or could reasonably be anticipated to constitute,
a Material Adverse Effect) filed with the Securities and Exchange Commission (or
any successor thereto) or any national securities exchange;


                                       51
<PAGE>

     (e)  promptly  after  (i)  the  occurrence  thereof,  notice  of any  ERISA
Termination  Event or  "prohibited  transaction",  as such  term is  defined  in
Section  4975 of the  Code,  with  respect  to any Plan that  results,  or could
reasonably be anticipated to result, in a Material Adverse Effect,  which notice
shall specify the nature thereof and the Borrower's  proposed  response thereto,
and (ii) actual knowledge  thereof,  copies of any notice of PBGC's intention to
terminate or to have a trustee appointed to administer any Plan; and

     (f)  promptly,  from time to time,  such other  information,  regarding its
operations,  business  affairs and financial  condition,  or compliance with the
terms  of  this  Agreement,  as  the  Administrative  Agent  or any  Lender  may
reasonably request.

Documents required to be delivered  pursuant to Section 5.02(a),  (b) or (d) (to
the extent any such documents are included in materials otherwise filed with the
Securities and Exchange  Commission (or any successor thereto)) may be delivered
electronically  and if so delivered,  shall be deemed to have been  delivered on
the date (i) on which the  Borrower  posts such  documents,  or  provides a link
thereto on the  Borrower's  on the  Internet  at the website  address  listed in
Schedule  9.01;  or (ii) on which such  documents  are posted on the  Borrower's
behalf on an Internet or intranet website,  if any, to which each Lender and the
Administrative  Agent have access (whether a commercial,  third-party website or
whether sponsored by the Administrative Agent);  provided that: (i) the Borrower
shall deliver paper copies of such documents to the Administrative  Agent or any
Lender that  requests  the Borrower to deliver such paper copies until a written
request to cease delivering paper copies is given by the Administrative Agent or
such Lender and (ii) the Borrower shall notify the Administrative Agent and each
Lender (by  telecopier or electronic  mail) of the posting of any such documents
and provide to the Administrative  Agent by electronic mail electronic  versions
(i.e.,  soft  copies)  of such  documents.  Notwithstanding  anything  contained
herein, in every instance the Borrower shall be required to provide paper copies
of the compliance certificates required by Section 5.02(c) to the Administrative
Agent. Except for such compliance  certificates,  the Administrative Agent shall
have no  obligation  to  request  the  delivery  or to  maintain  copies  of the
documents  referred to above, and in any event shall have no  responsibility  to
monitor compliance by the Borrower with any such request for delivery,  and each
Lender shall be solely responsible for requesting  delivery to it or maintaining
its copies of such documents.

     SECTION 5.03. Litigation and Other Notices.

     Furnish to the  Administrative  Agent and each Lender prompt written notice
of the following:

     (a) any Event of  Default  or  Default,  specifying  the  nature and extent
thereof and the  corrective  action (if any)  proposed to be taken with  respect
thereto;

     (b) the filing or  commencement  of, or any written  notice of intention of
any Person to file or commence,  any action, suit or proceeding,  whether at law
or in equity or by or before any Governmental Authority, against the Borrower or
any of the Subsidiaries  which is reasonably  likely to be adversely  determined
and which, if adversely determined, could reasonably be anticipated to result in
a Material Adverse Effect; and


                                       52
<PAGE>

     (c) any development with respect to the Borrower or any Subsidiary that has
resulted in, or could reasonably be anticipated to result in, a Material Adverse
Effect.

     SECTION 5.04. Maintaining Records.

     Maintain all financial records in accordance with GAAP and, upon reasonable
notice, permit the Administrative Agent and each Lender to visit and inspect the
financial  records of the Borrower at reasonable times and as often as requested
and to make extracts from and copies of such financial  records,  and permit any
representatives  designated by the Administrative Agent or any Lender to discuss
the  affairs,  finances  and  condition  of the  Borrower  with the  appropriate
officers  thereof  and,  with  the  Borrower's   consent  (which  shall  not  be
unreasonably withheld), the independent accountants therefor; provided, however,
that if the  Borrower  shall  so  require,  a  single  representative  shall  be
appointed by Lenders holding at least 50% of the aggregate outstanding principal
balance of the Loans to exercise  the rights  granted to the Lenders  under this
Section  5.04.;  provided,  further,  that when an Event of  Default  exists the
Administrative Agent or any Lender may do any of the foregoing,  upon reasonable
notice,  at any time during normal  business  hours  (without  appointment  of a
single representative by the Lenders).

     SECTION 5.05. Use of Proceeds.

     Use  the  proceeds  of the  Loans  only  for  general  corporate  purposes,
including  working  capital  and  support  of  commercial  paper  issuances  and
Securitization  Transactions  permitted  hereunder  as well as one or more Joint
Venture Transactions,  acquisitions or Asset Exchanges;  provided, however, that
no such  proceeds  shall  be used (i) to make any  Restricted  Payment,  or (ii)
directly or indirectly in connection with any Hostile Acquisition.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

     The Borrower  covenants  and agrees with each Lender,  the Issuing Bank and
the Administrative  Agent that, so long as this Agreement shall remain in effect
or the  principal  of or interest on any Loan (or any portion  thereof),  or any
other expenses or amounts  payable  hereunder,  shall be unpaid or any Letter of
Credit shall remain outstanding, it will not:

     SECTION 6.01. Liens; Restrictions on Sales of Receivables.

     Create,  incur,  assume, or suffer to exist, or permit any of the Principal
Subsidiaries to create,  incur,  assume,  or suffer to exist, any Lien on any of
its property now owned or hereafter  acquired to secure any  Indebtedness of the
Borrower  or any such  Principal  Subsidiary,  or sell or  assign  any  accounts
receivable  (other  than in the  ordinary  course of business  substantially  in
accordance with the Borrower's past practice), other than: (a) Liens incurred or
deposits  made in the  ordinary  course of business to secure  surety and appeal
bonds, leases, return-of-money bonds and other similar obligations (exclusive of
obligations of the payment of borrowed money); (b) pledges or deposits to secure
the utility  obligations  of the  Borrower  incurred in the  ordinary  course of

                                       53
<PAGE>

business;  (c) Liens upon or in  property  now owned or  hereafter  acquired  to
secure   Indebtedness   incurred   solely  for  the  purpose  of  financing  the
acquisition,  construction  or improvement  of any property,  provided that such
Indebtedness  shall not  exceed  the fair  market  value of the  property  being
acquired,  constructed  or  improved;  (d) Liens on the assets of any  Principal
Subsidiary  to secure the  repayment  of project  financing  for such  Principal
Subsidiary; (e) Liens on the assets of any Person merged or consolidated with or
into (in accordance with Section 6.04) the Borrower or any Principal  Subsidiary
that were in effect at the time of such merger or  consolidation;  (f) Liens for
taxes,  assessments and governmental charges or levies, which are not yet due or
are which are being  contested  in good faith by  appropriate  proceedings;  (g)
Liens securing  Indebtedness of the Borrower or any Principal  Subsidiary to the
Rural Electrification  Administration,  the Rural Utilities Service or the Rural
Telephone   Bank  (or  any  successor  to  any  such  agency);   (h)  carriers',
warehousemen's,  mechanics', materialmen's, repairmen's, suppliers or other like
Liens arising in the ordinary  course of business  relating to  obligations  not
overdue for a period of more than 60 days or which are bonded or being contested
in good faith by appropriate proceedings;  (i) pledges or deposits in connection
with workers'  compensation  laws or similar  legislation or to secure public or
statutory obligations;  (j) Liens incurred on deposits to secure the performance
of bids,  trade  contracts,  leases,  statutory  obligations,  surety and appeal
bonds,  performance bonds and other obligations of a like nature incurred in the
ordinary  course of business;  (k) easements,  rights of way,  restrictions  and
other encumbrances incurred which, in the aggregate, do not materially interfere
with  the  ordinary  conduct  of  business;  (l)  restrictions  by  Governmental
Authorities  on the  operations,  business  or  assets  of the  Borrower  or its
Subsidiaries  that  are  customary  in  the  Borrower's  and  its  Subsidiaries'
businesses;  (m) sales of accounts receivable pursuant to, and Liens existing or
deemed to exist in connection with, any  Securitization  Transactions,  provided
the aggregate amount of all such  Securitization  Transactions  shall not at any
time exceed $150,000,000;  and (n) other Liens securing Indebtedness outstanding
in an aggregate principal amount not to exceed $25,000,000;  provided,  however,
that the  Borrower or any  Principal  Subsidiary  may create,  incur,  assume or
suffer to exist other  Liens (in  addition  to Liens  excepted by the  foregoing
clauses (a) through (n)) on its assets so long as such Liens equally and ratably
secure  the  Obligations   pursuant  to  documentation  in  form  and  substance
reasonably satisfactory to the Administrative Agent.

     SECTION 6.02. Ownership of the Principal Subsidiaries.

     Sell,  assign,  pledge,  or otherwise  transfer or dispose of any shares of
common stock,  voting stock, or stock convertible into voting or common stock of
any Principal  Subsidiary,  except (a) to another Subsidiary,  (b) in connection
with a Joint Venture  Transaction or (c) in connection  with an Asset  Exchange;
provided,  however,  that the  Borrower  may pledge any shares of common  stock,
voting stock, or stock  convertible into voting or common stock of any Principal
Subsidiary so long as such pledge  equally and ratably  secures the  Obligations
pursuant to documentation in form and substance  reasonably  satisfactory to the
Administrative Agent.

     SECTION 6.03. Asset Sales.

     Except in connection with a Joint Venture Transaction or an Asset Exchange,
permit  any  Principal  Subsidiary  to sell,  assign,  or  otherwise  dispose of
telecommunications   assets   (whether  in  one   transaction  or  a  series  of
transactions),  if the net,  after-tax proceeds thereof are used by the Borrower
or any  Subsidiary  to prepay  (other than a mandatory  prepayment in accordance
with the terms of the applicable governing documents,  including pursuant to any
put provision)  Indebtedness  incurred after the date hereof which  Indebtedness
has a  maturity  later  than the  Maturity  Date  (other  than  bridge  or other
financings  incurred in  connection  with an asset  purchase or sale,  including
acquisition  indebtedness  or indebtedness of an acquired entity or indebtedness
incurred to refinance indebtedness outstanding as of the date hereof).


                                       54
<PAGE>

     SECTION 6.04. Mergers.

     Merge or consolidate with, or sell, assign,  lease, or otherwise dispose of
(whether in one transaction or a series of  transactions)  all or  substantially
all of  its  assets  (whether  now  owned  or  hereafter  acquired),  except  in
connection  with an Asset  Exchange,  to any  Person,  or permit  any  Principal
Subsidiary to do so, except that any  Subsidiary  may merge into or,  subject to
Section 6.03,  transfer  assets to the Borrower or any other  Subsidiary and the
Borrower may merge with any Person;  provided that,  immediately  thereafter and
after  giving  effect  thereto,  no event  shall  occur or be  continuing  which
constitutes an Event of Default or a Default and, in the case of any such merger
to  which  the  Borrower  is a  party,  either  the  Borrower  is the  surviving
corporation or the surviving entity (if not the Borrower) has a consolidated net
worth (as  determined in accordance  with GAAP)  immediately  subsequent to such
merger at least equal to the Consolidated Net Worth of the Borrower  immediately
prior to such merger and  expressly  assumes  the  obligations  of the  Borrower
hereunder;  provided, however, that, notwithstanding the foregoing, the Borrower
and any of the Principal  Subsidiaries may sell assets in the ordinary course of
its business and may sell or otherwise dispose of worn out or obsolete equipment
on a basis consistent with good business practices.

     SECTION 6.05. Restrictions on Dividends.

     (a) Enter  into or permit  any  Principal  Subsidiary  to enter  into,  any
contract or  agreement  (other  than with a  governmental  regulatory  authority
having jurisdiction over the Borrower or such Principal Subsidiary)  restricting
the ability of such Principal  Subsidiary to pay dividends or make distributions
to the  Borrower in any manner that would  impair the ability of the Borrower to
meet its present and future obligations hereunder. The Secretary of the Borrower
or another  officer of the Borrower  satisfactory  to the  Administrative  Agent
shall,  prior to entry into any  contract or agreement  that could  restrict the
ability of any Principal  Subsidiary to pay dividends or make  distributions  to
the Borrower, deliver to the Lenders a certificate certifying (a) to the absence
of any Event of  Default  or Default  after  giving  effect to the entry by such
Principal Subsidiary into such contract or agreement, and (b) that such contract
or agreement will not impair the ability of the Borrower to meet its present and
future obligations hereunder.

     (b) In the  case  of the  Borrower  only,  declare  or  make,  directly  or
indirectly,  any  Restricted  Payment,  or incur any  obligation  (contingent or
otherwise)  to do so, in each case if any Event of Default has  occurred  and is
continuing at the time of such action or will result  therefrom  (but  excluding
the payment of dividends  declared and  announced by the Board of Directors at a
time when no Event of Default existed).

     SECTION 6.06. Transactions with Affiliates.

     Except in connection with a Joint Venture Transaction or an Asset Exchange,
sell or transfer  any property or assets to, or purchase or acquire any property
or assets from, or otherwise engage in any other  transactions  with, any of its
Affiliates,  except  that as long as no Default  or Event of Default  shall have
occurred and be continuing,  the Borrower or any Subsidiary may engage in any of
the foregoing  transactions (i) in the ordinary course of business at prices and
on terms and conditions  not less  favorable to the Borrower or such  Subsidiary
than could be obtained on an  arm's-length  basis from unrelated  third parties,
(ii)  as  otherwise  may  be  required  by any  Federal  or  state  Governmental
Authority,   or  (iii)  so  long  as  such   transactions   are  not  materially
disadvantageous to the Borrower.


                                       55
<PAGE>

     SECTION 6.07. Financial Ratio

     Permit  the  Leverage  Ratio on any date prior to the  Maturity  Date to be
greater than 4.5:1.

     SECTION 6.08. Guarantees

     Permit any Subsidiary to enter into, directly or indirectly,  any Guarantee
of any Indebtedness of the Borrower or any Subsidiary unless the Obligations are
Guaranteed on a pari passu basis pursuant to documentation in form and substance
reasonably satisfactory to the Administrative Agent, except (i) any Guarantee in
effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long
as such  Guarantee was not entered into solely in  contemplation  of such Person
becoming a Subsidiary  of the  Borrower,  (ii) any Guarantee in effect as of the
Effective Date that is listed on Schedule 6.08, and (iii) additional  Guarantees
aggregating not more than $25,000,000 at any one time outstanding.

                                  ARTICLE VII

                                EVENTS OF DEFAULT

     SECTION 7.01. Events of Default

     In  case  of the  happening  of any of the  following  events  ("Events  of
Default"):

     (a) any  representation or warranty made or deemed made in or in connection
with this  Agreement or any Loan  Document or the  Borrowings  or any L/C Credit
Extension hereunder or thereunder, or any representation,  warranty,  statement,
or  information  contained  in  any  written  report,   certificate,   financial
statement,  or other instrument furnished in connection with or pursuant to this
Agreement or any Loan Document,  shall prove to have been false or misleading in
any material respect when so made, deemed made, or furnished;

     (b) default  shall be made in the payment of any  principal of any Loan (or
any portion thereof) or any L/C Obligation when and as the same shall become due
and payable,  whether at the due date thereof or at a date fixed for  prepayment
thereof or by acceleration thereof or otherwise;

     (c) default  shall be made in the  payment of any  interest on any Loan (or
any portion  thereof) or L/C  Obligation,  or any Fee or any other amount (other
than an amount  referred  to in (b) above) due  hereunder,  when and as the same
shall become due and payable,  and such default shall continue  unremedied for a
period of five Business Days;


                                       56
<PAGE>

     (d)  default  shall be made in the due  observance  or  performance  of any
covenant,  condition,  or agreement contained in Section 5.01(f) or Section 5.05
or in Article VI;

     (e)  default  shall be made in the due  observance  or  performance  of any
covenant,  condition,  or agreement  contained herein or any other Loan Document
(other than those  specified in (b),  (c), or (d) above) and such default  shall
continue  unremedied  for a period of 30 days after the  earlier to occur of (i)
the Borrower  obtaining  knowledge thereof and (ii) the date that written notice
thereof shall have been given to the Borrower by the Administrative Agent or any
Lender;

     (f) an involuntary proceeding shall be commenced or an involuntary petition
shall be filed  in a court of  competent  jurisdiction  seeking  (i)  relief  in
respect of the Borrower or any Principal Subsidiary, or of a substantial part of
the property or assets of the Borrower or a Principal Subsidiary, under Title 11
of the United States Code, as now constituted or hereafter amended, or any other
Federal or state bankruptcy, insolvency,  receivership, or similar law, (ii) the
appointment of a receiver,  trustee,  custodian,  sequestrator,  conservator, or
similar  official  for  the  Borrower  or  any  Principal  Subsidiary  or  for a
substantial  part of the  property  or assets  of the  Borrower  or a  Principal
Subsidiary,  or (iii) the  winding-up  or  liquidation  of the  Borrower  or any
Principal Subsidiary; and such proceeding or petition shall continue undismissed
for 60 days or an order or decree  approving  or ordering  any of the  foregoing
shall be entered;

     (g) the Borrower or any Principal Subsidiary shall (i) voluntarily commence
any proceeding or file any petition  seeking relief under Title 11 of the United
States Code, as now  constituted or hereafter  amended,  or any other Federal or
state bankruptcy, insolvency,  receivership, or similar law, (ii) consent to the
institution  of, or fail to  contest  in a timely and  appropriate  manner,  any
proceeding or the filing of any petition described in (f) above, (iii) apply for
or consent to the appointment of a receiver, trustee,  custodian,  sequestrator,
conservator, or similar official for the Borrower or any Principal Subsidiary or
for a  substantial  part  of the  property  or  assets  of the  Borrower  or any
Principal Subsidiary,  (iv) file an answer admitting the material allegations of
a  petition  filed  against  it in any  such  proceeding,  (v)  make  a  general
assignment for the benefit of creditors,  (vi) become  unable,  admit in writing
its  inability,  or fail generally to pay its debts as they become due, or (vii)
take any action for the purpose of effecting any of the foregoing;

     (h) the Borrower or any Principal Subsidiary,  as the case may be, fails to
pay when  due,  or within  any  grace  period  applicable  thereto  by the terms
thereof,   any  Indebtedness  of  the  Borrower  or  any  Principal   Subsidiary
aggregating $50,000,000 or more;

     (i) the  Borrower  or any  Principal  Subsidiary  shall  fail to observe or
perform  any  covenant  or  agreement  contained  in  any  single  agreement  or
instrument  relating to any  Indebtedness  in excess of (x)  $75,000,000  in the
aggregate,  with respect to any Indebtedness  issued on a tax-exempt  basis, and
(y)  $50,000,000 in the aggregate,  with respect to all other  Indebtedness,  in
each case within any applicable grace period,  or any other event shall occur if
the effect of such  failure or other  event is to  accelerate,  or to permit the
holder of such  Indebtedness or any other Person to accelerate,  the maturity of
such  Indebtedness;  or any such  Indebtedness  shall be  required to be prepaid
(other than by a regularly  scheduled required  prepayment,  pursuant to any put
right (or  similar  right) of the  holder  thereof,  or by the  exercise  by the
Borrower  or  such  Principal  Subsidiary  of its  right  to  make  a  voluntary
prepayment)  in whole or in part prior to its stated  maturity;  or there occurs
under any Swap  Contract  an Early  Termination  Date (as  defined  in such Swap
Contract) resulting from (A) any event of default under such Swap Contract as to
which the  Borrower or any  Principal  Subsidiary  is the  Defaulting  Party (as
defined in such Swap  Contract)  or (B) any  Termination  Event (as so  defined)
under such Swap Contract as to which the Borrower or any Principal Subsidiary is
an Affected  Party (as so defined)  and, in either event,  the Swap  Termination
Value owed by the  Borrower or such  Subsidiary  as a result  thereof is greater
than $50,000,000;


                                       57
<PAGE>

     (j) a judgment or order for the  payment of money in excess of  $50,000,000
and having a Material  Adverse Effect shall be rendered  against the Borrower or
any of the  Subsidiaries  and such judgment or order shall continue  unsatisfied
(in the case of a money  judgment)  and in effect for a period of 30 days during
which execution shall not be effectively  stayed or deferred  (whether by action
of a court, by agreement, or otherwise);

     (k) a Plan shall fail to maintain the minimum funding standard  required by
Section  412(a) of the Code for any plan year or a waiver  of such  standard  is
sought  or  granted  under  Section  412(d),  or a Plan is or  shall  have  been
terminated  or the  subject  of  termination  proceedings  under  ERISA,  or the
Borrower or an ERISA  Affiliate  has  incurred a liability to or on account of a
Plan under  Section 4062,  4063,  4064,  4201 or 4204 of ERISA,  and there shall
result from any such event or events a Material Adverse Effect; or

     (l) there shall have occurred a Change in Control;

then,  and in every such event (other than an event with respect to the Borrower
described in paragraph (f) or (g) above),  and at any time thereafter during the
continuance  of such  event,  the  Administrative  Agent,  at the request of the
Required Lenders,  shall, by notice to the Borrower,  take either or both of the
following actions,  at the same or different times: (i) terminate  forthwith the
Commitments  and  any  obligation  of  the  Issuing  Bank  to  make  L/C  Credit
Extensions,  (ii) declare the Loans then  outstanding  to be  forthwith  due and
payable in whole or in part, whereupon the principal of the Loans so declared to
be due and  payable,  together  with  accrued  interest  thereon  and any unpaid
accrued Fees and all other liabilities of the Borrower accrued hereunder,  shall
become forthwith due and payable,  without presentment,  demand, protest, or any
other  notice  of any  kind,  all of which are  hereby  expressly  waived by the
Borrower,  anything  contained  herein to the  contrary  notwithstanding,  (iii)
require that the Borrower Cash  Collateralize  the L/C Obligations (in an amount
equal to the then Outstanding Amount thereof);  and in any event with respect to
the Borrower  described in paragraph (f) or (g) above,  the  Commitments and the
obligation of the Issuing Bank to make L/C Credit Extensions shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest  thereon and any unpaid  accrued Fees and all other  liabilities of the
Borrower  accrued  hereunder,  and  the  obligation  of  the  Borrower  to  Cash
Collateralize  the L/C Obligations as aforesaid shall  automatically  become due
and payable, in each case without further act of the Administrative Agent or any
Lender and without  presentment,  demand,  protest,  or any other  notice of any
kind,  all of which  are  hereby  expressly  waived  by the  Borrower,  anything
contained herein to the contrary notwithstanding.

                                       58
<PAGE>

     SECTION 7.02. Application of Funds

     After the  exercise of remedies  provided for in Section 7.01 (or after the
Loans  have  automatically  become  immediately  due  and  payable  and  the L/C
Obligations have  automatically  been required to be Cash  Collateralized as set
forth in Section 7.01), any amounts received on account of the Obligations shall
be applied by the Administrative Agent in the following order:

     First,  to payment of that portion of the  Obligations  constituting  fees,
indemnities,   expenses  and  other  amounts   (including   fees,   charges  and
disbursements of counsel to the  Administrative  Agent and amounts payable under
Section 2.19) payable to the Administrative Agent in its capacity as such;

     Second,  to payment of that portion of the Obligations  constituting  fees,
indemnities and other amounts (other than principal and interest) payable to the
Lenders and the Issuing  Bank  (including  fees,  charges and  disbursements  of
counsel to the respective Lenders and the Issuing Bank and amounts payable under
Sections  2.15 and  2.19),  ratably  among  them in  proportion  to the  amounts
described in this clause Second payable to them;

     Third, to payment of that portion of the Obligations  constituting  accrued
and unpaid interest on the Loans, L/C Borrowings and other Obligations,  ratably
among the Lenders and the Issuing Bank in proportion to the  respective  amounts
described in this clause Third payable to them;

     Fourth, to payment of that portion of the Obligations  constituting  unpaid
principal  of the Loans and L/C  Borrowings,  ratably  among the Lenders and the
Issuing Bank in proportion to the  respective  amounts  described in this clause
Fourth held by them;

     Fifth, to the Administrative  Agent for the account of the Issuing Bank, to
Cash  Collateralize  that portion of L/C Obligations  comprised of the aggregate
undrawn amount of Letters of Credit; and

     Last, the balance,  if any, after all of the Obligations  have been paid in
full, to the Borrower or as otherwise required by applicable law.

Subject to Section  2.20(c),  amounts used to Cash  Collateralize  the aggregate
undrawn  amount of Letters of Credit  pursuant  to clause  Fifth  above shall be
applied to satisfy  drawings under such Letters of Credit as they occur.  If any
amount  remains on deposit as Cash  Collateral  after all Letters of Credit have
either been fully drawn or expired,  such  remaining  amount shall be applied to
the other Obligations, if any, in the order set forth above.


                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

     In order to expedite the transactions  contemplated by this Agreement, Bank
of America, is hereby appointed to act as Administrative  Agent on behalf of the
Lenders and the Issuing  Bank.  Each of the  Lenders,  each  Transferee  and the
Issuing Bank by its agreement to be bound  hereby,  irrevocably  authorizes  the
Administrative  Agent to take such actions on behalf of such Lender,  Transferee
or the Issuing Bank and to exercise such powers as are specifically delegated to
the Administrative Agent by the terms and provisions hereof,  together with such
actions and powers as are  reasonably  incidental  thereto.  The  Administrative
Agent is hereby  expressly  authorized  by the  Lenders  and the  Issuing  Bank,
without hereby limiting any implied  authority,  (a) to receive on behalf of the
Lenders all  payments of  principal  of and  interest on the Loans and all other
amounts due to the Lenders hereunder,  and promptly to distribute to each Lender
its proper  share of each payment so  received;  (b) to promptly  give notice on
behalf of each of the Lenders to the Borrower of any Event of Default  specified
in this  Agreement  of which  the  Administrative  Agent  has  actual  knowledge
acquired in connection with its agency hereunder;  and (c) to distribute to each
Lender copies of all notices, financial statements and other materials delivered
by the Borrower  pursuant to this  Agreement  as received by the  Administrative
Agent.


                                       59
<PAGE>

     Neither  the  Administrative  Agent  nor  any of its  directors,  officers,
employees,  or agents shall be liable as such for any action taken or omitted by
any of them,  except for its or his own gross negligence or willful  misconduct,
or be responsible for any statement,  warranty,  or representation herein or the
contents of any document  delivered in  connection  herewith,  or be required to
ascertain or to make any inquiry concerning the performance or observance by the
Borrower of any of the terms,  conditions,  covenants,  or agreements  contained
herein. The Administrative  Agent shall not be responsible to the Lenders or any
Transferee  or the Issuing Bank for the due  execution,  genuineness,  validity,
enforceability,  or effectiveness of this Agreement or any other  instruments or
agreements. The Administrative Agent may deem and treat each Lender party hereto
as a "Lender" hereunder and for all purposes hereof until it shall have received
notice,  given as provided  herein,  of the  assignment  of all of such Lender's
rights and obligations hereunder. The Administrative Agent shall in all cases be
fully protected in acting, or refraining from acting, in accordance with written
instructions  signed by the Required Lenders (or such other number of Lenders as
is  expressly  required  hereby with  respect to such action or  inaction)  and,
except as otherwise  specifically  provided  herein,  such  instructions and any
action or inaction pursuant thereto shall be binding on all the Lenders and each
Transferee.  The Administrative  Agent shall, in the absence of knowledge to the
contrary,  be entitled to rely on any  instrument or document  believed by it in
good  faith to be genuine  and  correct  and to have been  signed or sent by the
proper  Person  or  Persons.  Neither  the  Administrative  Agent nor any of its
directors,  officers,  employees, or agents shall have any responsibility to the
Borrower on account of the failure of or delay in  performance  or breach by any
Lender of any of its  obligations  hereunder  or to any Lender on account of the
failure of or delay in performance or breach by any other Lender or the Borrower
of any of their respective  obligations hereunder or in connection herewith. The
Administrative  Agent may  execute  any and all duties  hereunder  by or through
agents or  employees  and  shall be  entitled  to rely upon the  advice of legal
counsel  selected by it with respect to all matters arising  hereunder and shall
not be liable for any action taken or suffered in good faith by it in accordance
with the advice of such counsel.

     The Lenders hereby acknowledge that the Administrative Agent shall be under
no duty to take any discretionary action permitted to be taken by it pursuant to
the provisions of this  Agreement  unless it shall be requested in writing to do
so by the Required Lenders.


                                       60
<PAGE>

     Subject to the  appointment  and  acceptance of a successor  administrative
agent as  provided  below,  the  Administrative  Agent may resign at any time by
notifying the Lenders and the Borrower. Upon any such resignation,  the Borrower
shall  have the  right to  appoint  a  successor,  provided  that any  successor
selected  by the  Borrower  must be  approved  by the  Required  Lenders.  If no
successor  shall have been so appointed by the Borrower and shall have  accepted
such appointment within 20 Business Days after the retiring Administrative Agent
gives notice of its resignation,  then the Required Lenders shall have the right
to appoint a  successor.  If no  successor  shall have been so  appointed by the
Required  Lenders and shall have  accepted such  appointment  within 30 Business
Days after the retiring  Administrative  Agent gives notice of its  resignation,
then the retiring Administrative Agent may, on behalf of the Lenders,  appoint a
successor administrative agent which shall be a bank with an office in New York,
New York and having a combined capital and surplus of at least $1,000,000,000 or
an  Affiliate  of any such  bank.  Upon the  acceptance  of any  appointment  as
Administrative Agent hereunder by a successor bank, such successor shall succeed
to and become vested with all the rights,  powers,  privileges and duties of the
retiring  Administrative  Agent and the retiring  Administrative  Agent shall be
discharged from its duties and obligations  hereunder.  After the Administrative
Agent's resignation  hereunder,  the provisions of this Article and Section 9.05
shall  continue  in effect for its  benefit in respect of any  actions  taken or
omitted to be taken by it while it was acting as Administrative Agent.

     Any resignation by Bank of America as Administrative Agent pursuant to this
Section  shall  also  constitute  its  resignation  as  Issuing  Bank.  Upon the
acceptance of a successor's  appointment as Administrative Agent hereunder,  (a)
such  successor  shall  succeed to and  become  vested  with all of the  rights,
powers,  privileges  and duties of the retiring  Issuing Bank,  (b) the retiring
Issuing  Bank  shall  be  discharged  from  all of its  duties  and  obligations
hereunder or under the other Loan Documents,  and (c) the successor Issuing Bank
shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding  at  the  time  of  such   succession  or  make  other   arrangement
satisfactory to the retiring Issuing Bank to effectively  assume the obligations
of the retiring Issuing Bank with respect to such Letters of Credit.

     With respect to the Loans made by it hereunder, the Administrative Agent in
its  individual  capacity  and not as  Administrative  Agent shall have the same
rights and powers as any other  Lender  and may  exercise  the same as though it
were  not  the  Administrative  Agent,  and  the  Administrative  Agent  and its
Affiliates may accept deposits from,  lend money to and generally  engage in any
kind of business with the Borrower or any Subsidiary or other Affiliate  thereof
as if it were not the Administrative Agent.

     Each Lender agrees (i) to reimburse the Administrative Agent, on demand, in
the amount of its pro rata share (based on its  Commitment  hereunder or, if the
Commitments shall have terminated,  based on its outstanding Loans hereunder) of
any  expenses  incurred  for the  benefit of the  Lenders by the  Administrative
Agent,  including  reasonable  counsel  fees  and  compensation  of  agents  and
employees paid for services  rendered on behalf of the Lenders,  which shall not
have been  reimbursed by the  Borrower,  and (ii) to indemnify and hold harmless
the  Administrative  Agent and any of its  directors,  officers,  employees,  or
agents,  on demand,  in the amount of such pro rata share,  from and against any
and all liabilities,  taxes, obligations,  losses, damages, penalties,  actions,
judgments,  suits,  cost,  expenses,  or  disbursements  of any  kind or  nature
whatsoever  which may be imposed on, incurred by, or asserted  against it in its
capacity as the  Administrative  Agent or any of them in any way  relating to or
arising  out of this  Agreement  or any action  taken or omitted by it or any of
them  under  this  Agreement,  to the  extent  the  same  shall  not  have  been
indemnified  by the  Borrower;  provided  that no Lender  shall be liable to the
Administrative  Agent  or any of them  for  any  portion  of  such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses,  or  disbursements  resulting  from the gross  negligence  or  willful
misconduct  of the  Administrative  Agent  or any  of its  directors,  officers,
employees, or agents.


                                       61
<PAGE>

     Each Lender  acknowledges  that it has,  independently and without reliance
upon the  Administrative  Agent or any other Lender and based on such  documents
and information as it has deemed  appropriate,  made its own credit analysis and
decision to enter into this  Agreement.  Each Lender also  acknowledges  that it
will,  independently and without reliance upon the  Administrative  Agent or any
other Lender and based on such  documents and  information as it shall from time
to time deem  appropriate,  continue to make its own  decisions in taking or not
taking action under or based upon this Agreement,  any related  agreement or any
document furnished hereunder or thereunder.

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

                                   ARTICLE IX

                                  MISCELLANEOUS

     SECTION 9.01. Notices.

     (a)   Notices   Generally.   Except  in  the  case  of  notices  and  other
communications  expressly  permitted  to be given by  telephone  (and  except as
provided in subsection (b) below), all notices and other communications provided
for  herein  shall be in writing  and shall be  delivered  by hand or  overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications  expressly permitted hereunder
to be given by telephone shall be made to the applicable  telephone  number,  as
follows:

          (i) if to the Borrower,  the Administrative Agent or the Issuing Bank,
     to the address,  telecopier  number,  electronic  mail address or telephone
     number specified for such Person on Schedule 9.01; and

          (ii)  if to any  other  Lender,  to the  address,  telecopier  number,
     electronic mail address or telephone number specified in its Administrative
     Questionnaire.

Notices sent by hand or  overnight  courier  service,  or mailed by certified or
registered mail, shall be deemed to have been given when received;  notices sent
by telecopier  shall be deemed to have been given when sent (except that, if not
given during normal  business hours for the  recipient,  shall be deemed to have
been  given  at the  opening  of  business  on the  next  business  day  for the
recipient).  Notices delivered through  electronic  communications to the extent
provided  in  subsection  (b) below,  shall be  effective  as  provided  in such
subsection (b).


                                       62
<PAGE>

     (b)  Electronic  Communications.  Notices and other  communications  to the
Lenders  and the  Issuing  Bank  hereunder  may be  delivered  or  furnished  by
electronic  communication  (including e-mail and Internet or intranet  websites)
pursuant to procedures approved by the Administrative  Agent,  provided that the
foregoing  shall not apply to notices to any Lender or the Issuing Bank pursuant
to Article II if such Lender or the Issuing  Bank, as  applicable,  has notified
the  Administrative  Agent that it is incapable of receiving  notices under such
Article by electronic  communication.  The Administrative  Agent or the Borrower
may, in its discretion,  agree to accept notices and other  communications to it
hereunder by electronic  communications  pursuant to procedures  approved by it,
provided that approval of such  procedures may be limited to particular  notices
or communications.

     Unless the Administrative Agent otherwise prescribes, (i) notices and other
communications  sent to an  e-mail  address  shall be deemed  received  upon the
sender's receipt of an  acknowledgement  from the intended recipient (such as by
the "return receipt requested"  function,  as available,  return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent  during the normal  business  hours of the  recipient,  such  notice or
communication  shall be deemed to have been sent at the  opening of  business on
the next  business day for the  recipient,  and (ii)  notices or  communications
posted to an Internet  or intranet  website  shall be deemed  received  upon the
deemed  receipt by the intended  recipient at its e-mail address as described in
the foregoing  clause (i) of notification  that such notice or  communication is
available and identifying the website address therefor.

     (c) Change of Address, Etc. Each of the Borrower,  the Administrative Agent
and the Issuing Bank may change its address,  telecopier or telephone number for
notices  and other  communications  hereunder  by  notice  to the other  parties
hereto. Each other Lender may change its address, telecopier or telephone number
for notices and other  communications  hereunder by notice to the Borrower,  the
Administrative Agent and the Issuing Bank.

     (d)  Reliance  by  Administrative  Agent,  Issuing  Bank and  Lenders.  The
Administrative Agent, the Issuing Bank and the Lenders shall be entitled to rely
and act upon any  notices  (including  telephonic  Standby  Borrowing  Requests)
purportedly  given by or on behalf of the Borrower even if (i) such notices were
not made in a manner specified  herein,  were incomplete or were not preceded or
followed  by any  other  form of  notice  specified  herein,  or (ii) the  terms
thereof, as understood by the recipient,  varied from any confirmation  thereof.
The Borrower shall indemnify the  Administrative  Agent,  the Issuing Bank, each
Lender,  their  Affiliates  and each of their  respective  partners,  directors,
officers,  employees,  agents and advisors from all losses,  costs, expenses and
liabilities   resulting  from  the  reliance  by  such  Person  on  each  notice
purportedly given by or on behalf of the Borrower. All telephonic notices to and
other telephonic communications with the Administrative Agent may be recorded by
the Administrative Agent, and each of the parties hereto hereby consents to such
recording.


     SECTION 9.02. Survival of Agreement.

     All  covenants,  agreements,  representations  and  warranties  made by the
Borrower  herein  and in the  certificates  or  other  instruments  prepared  or
delivered in connection  with or pursuant to this Agreement  shall be considered
to have been  relied  upon by the  Lenders  and shall  survive the making by the
Lenders of the Loans and the making of each L/C Credit Extension,  regardless of
any investigation  made by the Lenders or on their behalf, and shall continue in
full force and effect as long as the principal of or any accrued interest on any
Loan or any Fee or any other amount  payable under this  Agreement or any Letter
of Credit is outstanding and unpaid or so long as the Commitments  have not been
terminated.


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<PAGE>

     SECTION 9.03. Binding Effect.

     This Agreement  shall become  effective when it shall have been executed by
the  Borrower and the  Administrative  Agent and when the  Administrative  Agent
shall  have  received  copies  hereof  which,  when  taken  together,  bear  the
signatures of each Lender, and thereafter shall be binding upon and inure to the
benefit of the  Borrower,  the  Administrative  Agent and each  Lender and their
respective  successors and assigns,  except that the Borrower shall not have the
right to assign its rights  hereunder or any interest  herein  without the prior
consent of all the Lenders.

     SECTION 9.04. Successors and Assigns.

     (a) Whenever in this  Agreement  any of the parties  hereto is referred to,
such  reference  shall be deemed to include the  successors  and assigns of such
party;  and all  covenants,  promises  and  agreements  by or on  behalf  of the
Borrower,  the  Administrative  Agent or the Lenders that are  contained in this
Agreement shall bind and inure to the benefit of their respective successors and
assigns permitted  hereby,  except that the Borrower may not assign or otherwise
transfer any of its rights or  obligations  hereunder  without the prior written
consent of the Administrative  Agent and each Lender and no Lender may assign or
otherwise  transfer any of its rights or obligations  hereunder except (i) to an
Eligible  Assignee in accordance  with the  provisions of subsection (b) of this
Section,  (ii) by way of  participation  in  accordance  with the  provisions of
subsection  (d) of this  Section,  or (iii) by way of pledge or  assignment of a
security  interest subject to the restrictions of subsection (f) of this Section
(and any other  attempted  assignment  or transfer by any party  hereto shall be
null and void).  Nothing  in this  Agreement,  expressed  or  implied,  shall be
construed  to confer  upon any Person  (other  than the  parties  hereto,  their
respective  successors and assigns permitted hereby,  Participants to the extent
provided  in  subsection  (d) of  this  Section  and,  to the  extent  expressly
contemplated hereby, the Administrative Agent, the Issuing Bank, the Lenders and
each of their  respective  Affiliates  and the  partners,  directors,  officers,
employees,  agents and advisors of such Person and of such Person's  Affiliates)
any  legal or  equitable  right,  remedy  or claim  under or by  reason  of this
Agreement.

     (b) Any Lender may at any time assign to one or more Eligible Assignees all
or a portion of its rights and obligations  under this Agreement  (including all
or a portion of its  Commitment  and the Loans  (including  for purposes of this
subsection  (b),  participations  in L/C  Obligations) at the time owing to it);
provided that

          (i) except in the case of an assignment of the entire remaining amount
     of the assigning Lender's  Commitment and the Loans at the time owing to it
     or in the case of an  assignment  to a Lender or an  Affiliate of a Lender,
     (x) the aggregate amount of the Commitment (which for this purpose includes
     Loans outstanding  thereunder) or, if the Commitment is not then in effect,
     the  principal  outstanding  balance of the Loans of the  assigning  Lender
     subject to each such  assignment,  determined as of the date the Assignment
     and  Assumption  with  respect  to  such  assignment  is  delivered  to the
     Administrative Agent or, if "Trade Date" is specified in the Assignment and
     Assumption,  as of the Trade Date, shall not be less than $10,000,000,  and
     (y) the aggregate amount of the Commitment (which for this purpose includes
     Loans outstanding thereunder) of the assigning Lender immediately after the
     effectiveness  of such  assignment  or,  if the  Commitment  is not then in
     effect,  the  principal  outstanding  balance of the Loans of the assigning
     Lender immediately after the effectiveness of such assignment, shall not be
     less than $10,000,000;

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<PAGE>

          (ii)  each  partial  assignment  shall be made as an  assignment  of a
     proportionate  part of all the assigning  Lender's  rights and  obligations
     under this Agreement with respect to the Loans or the Commitment  assigned,
     except  that this  clause  (ii)  shall not  apply to rights in  respect  of
     Competitive Loans;

          (iii)  any  assignment  of  a  Commitment  must  be  approved  by  the
     Administrative  Agent and the  Issuing  Bank  unless the Person that is the
     proposed  assignee is itself a Lender (whether or not the proposed assignee
     would otherwise qualify as an Eligible Assignee); and

          (iv) the parties to each  assignment  shall execute and deliver to the
     Administrative  Agent  an  Assignment  and  Assumption,   together  with  a
     processing and recordation fee of $3,500, and the Eligible Assignee,  if it
     shall  not be a  Lender,  shall  deliver  to the  Administrative  Agent  an
     Administrative Questionnaire.

     Subject to acceptance  and recording  thereof by the  Administrative  Agent
pursuant to subsection  (c) of this Section,  from and after the effective  date
specified in each Assignment and Assumption,  the Eligible  Assignee  thereunder
shall be a party to this Agreement  and, to the extent of the interest  assigned
by such Assignment and  Assumption,  have the rights and obligations of a Lender
under this Agreement,  and the assigning Lender  thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its
obligations  under  this  Agreement  (and,  in the  case  of an  Assignment  and
Assumption  covering all of the assigning  Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled  to the  benefits of Sections  2.13,  2.15,  2.19,  and 9.05 with
respect to facts and circumstances occurring prior to the effective date of such
assignment.  Upon  request,  the  Borrower (at its  expense)  shall  execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or  obligations  under  this  Agreement  that does not  comply  with this
subsection  shall be treated for  purposes of this  Agreement  as a sale by such
Lender of a  participation  in such rights and  obligations  in accordance  with
subsection (d) of this Section.

     (c) The Administrative Agent, acting solely for this purpose as an agent of
the Borrower, shall maintain at the Administrative Agent's Office a copy of each
Assignment and Assumption  delivered to it and a register for the recordation of
the names and  addresses of the Lenders,  and the  Commitment  of, and principal
amount of the Loans owing to and its  participation  in Letters of Credit,  each
Lender  pursuant  to the terms  hereof from time to time (the  "Register").  The
Administrative  Agent  shall  also  record in the  Register  the then  scheduled
Maturity Date and shall update the Register from time to time upon any change in
a  Lender's  Commitment  and Loans and its  participation  in  Letters of Credit
pursuant to the terms of this  Agreement.  The entries in the Register  shall be
conclusive  in  the  absence  of  manifest   error,   and  the   Borrower,   the
Administrative  Agent  and the  Lenders  may treat  each  Person  whose  name is
recorded in the Register  pursuant to the terms hereof as a Lender hereunder for
all purposes of this  Agreement.  The Register shall be available for inspection
by the Borrower,  any Lender and the Issuing Bank,  at any  reasonable  time and
from time to time upon reasonable prior notice.

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<PAGE>

     (d) Any Lender may at any time,  without  the consent of, or notice to, the
Borrower or the Administrative  Agent, sell  participations to any Person (other
than a natural  person or the Borrower or any of the  Borrower's  Affiliates  or
Subsidiaries)  (each,  a  "Participant")  in all or a portion  of such  Lender's
rights and/or  obligations  under this Agreement  (including all or a portion of
its Commitment  and/or the Loans (including such Lender's  participations in L/C
Obligations)  owing to it);  provided that (i) such Lender's  obligations  under
this  Agreement  shall remain  unchanged,  (ii) such Lender shall remain  solely
responsible to the other parties hereto for the performance of such  obligations
and (iii) the Borrower,  the  Administrative  Agent, the Lenders and the Issuing
Bank shall  continue to deal solely and directly  with such Lender in connection
with such Lender's rights and obligations under this Agreement.

     Any  agreement  or  instrument  pursuant  to  which a Lender  sells  such a
participation  shall  provide  that such Lender  shall  retain the sole right to
enforce this Agreement and to approve any amendment,  modification  or waiver of
any provision of this Agreement;  provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section 9.08(b) that affects such Participant. Subject to subsection (e) of this
Section,  the  Borrower  agrees that each  Participant  shall be entitled to the
benefits  of  Sections  2.13,  2.15 and 2.19 to the same  extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section.  To the extent  permitted by law, each  Participant  also shall be
entitled to the  benefits of Section  9.05 as though it were a Lender,  provided
such  Participant  agrees  to be  subject  to  Section  2.16 as though it were a
Lender.

     (e) A  Participant  shall not be entitled  to receive  any greater  payment
under  Sections 2.13,  2.15 and 2.19 than the applicable  Lender would have been
entitled to receive with respect to the participation  sold to such Participant,
unless  the  sale of the  participation  to such  Participant  is made  with the
Borrower's prior written  consent.  A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.19 unless
the Borrower is notified of the participation  sold to such Participant and such
Participant  agrees,  for the benefit of the  Borrower,  to comply with  Section
2.19(f) as though it were a Lender.

     (f) Any Lender may at any time pledge or assign a security  interest in all
or any portion of its rights under this Agreement  (including under its Note, if
any) to secure obligations of such Lender, including any pledge or assignment to
secure  obligations to a Federal  Reserve Bank;  provided that no such pledge or
assignment  shall release such Lender from any of its  obligations  hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.


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<PAGE>

     (g) The words "execution,"  "signed," "signature," and words of like import
in  any  Assignment  and  Assumption  shall  be  deemed  to  include  electronic
signatures or the keeping of records in electronic  form, each of which shall be
of the same legal  effect,  validity or  enforceability  as a manually  executed
signature or the use of a paper-based  recordkeeping system, as the case may be,
to the extent and as provided for in any applicable  law,  including the Federal
Electronic  Signatures  in Global and National  Commerce Act, the New York State
Electronic  Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.

     (h)  Notwithstanding  anything to the contrary  contained herein, if at any
time  Bank of  America  assigns  all of its  Commitment  and Loans  pursuant  to
subsection  (b) above,  Bank of America  may,  subject  to the  appointment  and
acceptance  of a successor  Issuing  Bank as provided  below,  resign as Issuing
Bank. In the event of any such  resignation  as Issuing Bank, the Borrower shall
be entitled to appoint from among the  Lenders,  subject to  acceptance  of such
appointment by such Lender, a successor Issuing Bank hereunder.  If no successor
shall  have been so  appointed  by the  Borrower  and shall have  accepted  such
appointment within 20 Business Days after the retiring Issuing Bank gives notice
of its resignation,  then the Required Lenders shall have the right to appoint a
successor,  subject to the approval of the Borrower (which approval shall not be
unreasonably  withheld or delayed). If no successor shall have been so appointed
by the  Required  Lenders and shall have  accepted  such  appointment  within 30
Business Days after the retiring  Issuing Bank gives notice of its  resignation,
then the  retiring  Issuing  Bank  may,  on  behalf  of the  Lenders,  appoint a
successor Issuing Bank from the Lenders, subject to the approval of the Borrower
(which  approval  shall not be  unreasonably  withheld  or  delayed);  provided,
however,  that no failure by such  Lender to accept such  appointment  or obtain
such approval  shall affect the  resignation of Bank of America as Issuing Bank.
If Bank of America  resigns as Issuing  Bank, it shall retain all the rights and
obligations  of the Issuing Bank hereunder with respect to all Letters of Credit
outstanding as of the effective date of its  resignation as Issuing Bank and all
L/C Obligations with respect thereto (including the right to require the Lenders
to make Standby ABR Loans or fund risk  participations  in Unreimbursed  Amounts
pursuant to Section 2.20(c)). Notwithstanding any provision of this Agreement to
the  contrary,  Bank of America  shall not have any  obligation  to make any L/C
Credit Extension at any time after notice of its intended resignation  hereunder
is delivered to the Borrower hereunder.

     SECTION 9.05. Expenses; Indemnity.

     (a)  The  Borrower  agrees  to  pay  (i)  all  reasonable  legal  fees  and
disbursements  incurred  by the  Administrative  Agent  in  connection  with the
preparation of this Agreement  (including  reasonable fees and  disbursements of
counsel  subject  to  limits  agreed  to by the  Administrative  Agent  and  the
Borrower) and (ii) all  out-of-pocket  expenses  incurred by the  Administrative
Agent,  the  Issuing  Bank and any  Lender in  connection  with any  amendments,
modifications or waivers of the provisions  hereof or thereof or incurred by the
Administrative  Agent,  the Issuing  Bank or any Lender in  connection  with the
enforcement or protection of their rights in connection with this Agreement.


                                       67
<PAGE>

     (b) The Borrower agrees to indemnify the Administrative  Agent, the Issuing
Bank, each Lender and each of their respective directors,  officers,  employees,
Affiliates and agents (each such Person being called an  "Indemnitee")  against,
and to hold each Indemnitee harmless from, any and all losses, claims,  damages,
liabilities  and  related  expenses,   including  reasonable  counsel  fees  and
expenses, incurred by or asserted against any Indemnitee arising out of, (i) any
Loan or Letter of Credit or the use or proposed  use of the  proceeds  therefrom
(including any refusal by the Issuing Bank to honor a demand for payment under a
Letter of Credit if the documents  presented in  connection  with such demand do
not strictly  comply with the terms of such Letter of Credit) or (ii) any claim,
litigation, investigation, or proceeding relating to this Agreement, any Loan or
Letter of Credit or the use or proposed use of the proceeds therefrom (including
any refusal by the Issuing Bank to honor a demand for payment  under a Letter of
Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit) or the transactions contemplated
hereby,  whether or not any  Indemnitee is a party  thereto;  provided that such
indemnity shall not, as to any Indemnitee,  be available to the extent that such
losses, claims,  damages,  liabilities,  or related expenses are determined by a
court of  competent  jurisdiction  by final and  nonappealable  judgment to have
resulted  from the gross  negligence or willful  misconduct of such  Indemnitee.
Each Lender shall notify the Borrower  promptly after it determines that it will
make a claim for indemnification  under this Section 9.05(b). The Borrower shall
be entitled to participate in the defense of the litigation,  investigation,  or
proceeding giving rise to such claim with counsel satisfactory to the applicable
Indemnitee in the exercise of its reasonable judgment;  provided,  however, that
any such participation in such defense shall be conducted by the Borrower and at
the  Borrower's  expense and in a manner  considered  by such  Indemnitee  to be
satisfactory  and effective to protect against such claim without causing damage
to the conduct of, or affecting such Indemnitee's  control of, such Indemnitee's
defense.  The  Borrower  shall  inform  such  Indemnitee  of  its  intention  to
participate  in the defense of such claim within 15 days after receipt of notice
thereof from such  Indemnitee.  In the case of an  investigation,  litigation or
proceeding to which the indemnity in this section applies,  such indemnity shall
be effective  whether or not such  investigation,  litigation  or  proceeding is
brought by the  Borrower,  the  Borrower's  equity  holders or  creditors  or an
Indemnitee,  whether or not an  Indemnitee  is  otherwise  a party  thereto  and
whether  or not  the  transactions  contemplated  hereby  are  consummated.  The
Borrower  further  agrees that no Indemnitee  shall have any liability  (whether
direct or  indirect,  in contract or tort or  otherwise)  to the Borrower or its
Subsidiaries  or  Affiliates  or their  respective  equity  holders or creditors
arising out of, related to or in connection with any aspect of the  transactions
contemplated  hereby,  except to the  extent of direct,  as opposed to  special,
indirect, consequential or punitive, damages determined in a final nonappealable
judgment  by a court  of  competent  jurisdiction  to have  resulted  from  such
Indemnitee's gross negligence or willful misconduct.

     (c) Each Lender  severally  agrees to  indemnify  the Issuing  Bank (to the
extent not promptly  reimbursed  by the  Borrower) in the amount of its pro rata
share  (based on its  Commitment  hereunder  or, if the  Commitments  shall have
terminated,  based on its outstanding  Loans hereunder) from and against any and
all liabilities,  obligations,  losses, damages, penalties,  actions, judgments,
suits,  costs,  expenses or disbursements of any kind or nature  whatsoever that
may be imposed on, incurred by, or asserted  against the Issuing Bank in any way
relating to or arising out of this  Agreement  or any action taken or omitted by
the Issuing Bank hereunder or in connection herewith; provided, however, that no
Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
resulting from the gross negligence or willful misconduct of the Issuing Bank or
any of its directors,  officers, employees, or agents. Without limitation of the
foregoing, each Lender agrees to reimburse the Issuing Bank promptly upon demand
in the amount of its pro rata share (based on its  Commitment  hereunder  or, if
the Commitments shall have terminated, based on its outstanding Loans hereunder)
for any costs and expenses (including,  without limitation,  reasonable fees and
expenses of counsel)  payable by the Borrower  under this Section  9.05,  to the
extent that such  Issuing  Bank is not  promptly  reimbursed  for such costs and
expenses by the Borrower.


                                       68
<PAGE>

     (d) The provisions of this Section 9.05 shall remain  operative and in full
force and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions  contemplated  hereby,  the repayment of any of
the Loans, the invalidity or  unenforceability  of any term or provision of this
Agreement, or any investigation made by or on behalf of the Administrative Agent
or any  Lender.  All  amounts  due under this  Section  9.05 shall be payable on
written demand therefor.

     SECTION 9.06. Right of Setoff.

     If an Event of Default shall have occurred and be  continuing,  the Issuing
Bank and each Lender is hereby  authorized at any time and from time to time, to
the fullest  extent  permitted by law, to set off and apply any and all deposits
(general or special, time or demand,  provisional or final) at any time held and
other  indebtedness at any time owing by such Person to or for the credit or the
account of the Borrower  against any of and all the  obligations of the Borrower
now or  hereafter  existing  under  this  Agreement  held by such  Lender or the
Issuing Bank, as the case may be,  irrespective of whether or not such Lender or
the Issuing  Bank shall have made any demand under this  Agreement  and although
such  obligations  may be  unmatured.  The rights of the  Issuing  Bank and each
Lender  under  this  Section  are in  addition  to  other  rights  and  remedies
(including other rights of setoff) which such Lender may have.

     SECTION 9.07. Applicable Law.

     THIS  AGREEMENT  SHALL BE CONSTRUED IN ACCORDANCE  WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.

     SECTION 9.08. Waivers; Amendment.

     (a) No  failure  or delay of the  Administrative  Agent  or any  Lender  in
exercising any power or right hereunder  shall operate as a waiver thereof,  nor
shall  any  single  or  partial  exercise  of any such  right or  power,  or any
abandonment  or  discontinuance  of steps  to  enforce  such a right  or  power,
preclude  any other or further  exercise  thereof or the  exercise  of any other
right or power.  The rights and  remedies  of the  Administrative  Agent and the
Lenders hereunder are cumulative and are not exclusive of any rights or remedies
which they would otherwise have. No waiver of any provision of this Agreement or
consent  to any  departure  by the  Borrower  therefrom  shall  in any  event be
effective  unless the same shall be permitted by paragraph  (b) below,  and then
such waiver or consent shall be effective only in the specific  instance and for
the purpose  for which  given.  No notice or demand on the  Borrower in any case
shall  entitle the Borrower to any other or further  notice or demand in similar
or other circumstances.


                                       69
<PAGE>

     (b) Neither this Agreement nor any provision hereof may be waived, amended,
or modified  except  pursuant to an agreement or agreements  in writing  entered
into by the Borrower and the Required Lenders;  provided,  however, that no such
agreement shall (i) decrease the principal  amount of, or extend the maturity of
or any scheduled  principal payment date or date for the payment of any interest
on,  any Loan,  or waive or excuse  any such  payment  or any part  thereof,  or
decrease the rate of interest on any Loan,  without the prior written consent of
each  affected  Lender,  (ii) change or extend the  Commitment  of any Lender or
decrease or extend any scheduled  payment date for the Commitment Fees or Letter
of Credit Fees of any Lender without the prior written  consent of such affected
Lender,  or (iii) amend or modify the provisions of Section 2.16, the provisions
of this  Section or the  definition  of  "Required  Lenders",  without the prior
written  consent of each Lender;  (iv) change  Section 2.16 or Section 7.02 in a
manner  that would  alter the pro rata  sharing  of  payments  required  thereby
without the written  consent of each Lender;  (vi) release all or  substantially
all of the Subsidiaries  party to any Guaranty  Agreement from their obligations
thereunder  (except as expressly  provided  therein),  or limit the liability of
such  Subsidiaries  thereunder,  without the written consent of each Lender,  or
(vii) release all or  substantially  all of the Collateral from the Liens of the
Security  Documents  (except  as  expressly  provided  therein  or  pursuant  to
transactions  permitted  under this  Agreement),  without the written consent of
each Lender;  provided  further that (A) no amendment,  waiver or consent shall,
unless in writing  and signed by the  Issuing  Bank in  addition  to the Lenders
required  above,  affect  the  rights or duties of the  Issuing  Bank under this
Agreement or any Issuer  Document  relating to any Letter of Credit issued or to
be issued by it; (B) no amendment,  waiver or consent  shall,  unless in writing
and signed by the  Administrative  Agent in  addition  to the  Lenders  required
above,  affect  the  rights or duties of the  Administrative  Agent  under  this
Agreement or any other Loan Document;  and (C) the Fee Letter may be amended, or
rights  or  privileges  thereunder  waived,  in a writing  executed  only by the
parties thereto.  Notwithstanding anything to the contrary herein, no Defaulting
Lender shall have any right to approve or disapprove  any  amendment,  waiver or
consent  hereunder,  except  that  the  Commitment  of  such  Lender  may not be
increased or extended  without the consent of such Lender.  Each Lender shall be
bound by any waiver,  amendment, or modification authorized by this Section, and
any consent by any Lender  pursuant to this Section shall bind any Transferee of
its rights and obligations hereunder.

     SECTION 9.09. Interest Rate Limitation.

     Notwithstanding  anything  herein  to  the  contrary,  if at any  time  the
applicable  interest rate,  together with all fees and charges which are treated
as interest under applicable law (collectively,  the "Charges"), as provided for
herein or in any other document  executed in connection  herewith,  or otherwise
contracted  for,  charged,  received,  taken,  or reserved by any Lender,  shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged,  taken,  received,  or  reserved  by such  Lender  in  accordance  with
applicable law, the rate of interest  payable to such Lender,  together with all
Charges payable to such Lender, shall be limited to the Maximum Rate.

     SECTION 9.10. Entire Agreement.

     This Agreement constitutes the entire contract between the parties relative
to the subject  matter  hereof.  Any previous  agreement  among the parties with
respect to the subject matter hereof is superseded by this Agreement. Nothing in
this Agreement, expressed or implied, is intended to confer upon any party other
than the  parties  hereto and  thereto any  rights,  remedies,  obligations,  or
liabilities under or by reason of this Agreement.


                                       70
<PAGE>

     SECTION 9.11. Waiver of Jury Trial.

     EACH PARTY  HERETO  HEREBY  WAIVES,  TO THE  FULLEST  EXTENT  PERMITTED  BY
APPLICABLE  LAW,  ANY  RIGHT IT MAY HAVE TO A TRIAL  BY JURY IN  RESPECT  OF ANY
LITIGATION  DIRECTLY OR INDIRECTLY  ARISING OUT OF, UNDER, OR IN CONNECTION WITH
THIS  AGREEMENT OR ANY OTHER  AGREEMENT OR INSTRUMENT  EXECUTED AND DELIVERED IN
CONNECTION  HEREWITH.  EACH PARTY HERETO (a) CERTIFIES  THAT NO  REPRESENTATIVE,
AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS  REPRESENTED,  EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER, AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN  INDUCED  TO ENTER  INTO  THIS  AGREEMENT  AND,  IF  APPLICABLE,  ANY OTHER
AGREEMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH, BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

     SECTION 9.12. Severability.

     In the event any one or more of the provisions  contained in this Agreement
should be held invalid,  illegal, or unenforceable in any respect, the validity,
legality and enforceability of the remaining  provisions  contained herein shall
not in any way be affected or impaired  thereby.  The parties shall  endeavor in
good-faith  negotiations  to replace  the  invalid,  illegal,  or  unenforceable
provisions with valid  provisions the economic effect of which comes as close as
possible to that of the invalid, illegal, or unenforceable provisions.

     SECTION 9.13. Counterparts.

     This Agreement may be executed in two or more  counterparts,  each of which
shall  constitute  an  original  but all of  which  when  taken  together  shall
constitute but one contract,  and shall become  effective as provided in Section
9.03.

     SECTION 9.14. Headings.

     Article and Section  headings and the Table of Contents used herein are for
convenience  of reference  only,  are not part of this  Agreement and are not to
affect the construction  of, or to be taken into  consideration in interpreting,
this Agreement.

     SECTION 9.15. Jurisdiction; Consent to Service of Process.

     (a) The Borrower  hereby  irrevocably  and  unconditionally  submits to the
nonexclusive  jurisdiction  of any New York State court or Federal  court of the
United States of America  sitting in New York City, and any appellate court from
any  thereof,  in any action or  proceeding  arising  out of or relating to this
Agreement  or any other  agreement  or  instrument  executed  and  delivered  in
connection herewith, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby  irrevocably  and  unconditionally  agrees that all
claims in respect of any such action or proceeding  may be heard and  determined
in such New York  State or, to the  extent  permitted  by law,  in such  Federal
court.  Each of the  parties  hereto  agrees  that a final  judgment in any such
action  or  proceeding  shall  be  conclusive  and  may  be  enforced  in  other
jurisdictions  by suit on the judgment or in any other  manner  provided by law.
Nothing in this  Agreement  shall affect any right that any Lender may otherwise
have to bring any action or proceeding  relating to this  Agreement  against the
Borrower or its properties in the courts of any jurisdiction.


                                       71
<PAGE>

     (b) The Borrower hereby  irrevocably  and  unconditionally  waives,  to the
fullest extent it may legally and  effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit,  action, or proceeding
arising  out of or  relating  to  this  Agreement  or  any  other  agreement  or
instrument  executed and delivered in connection  herewith in any New York State
court or Federal court of the United States of America sitting in New York City.
Each of the parties  hereto hereby  irrevocably  waives,  to the fullest  extent
permitted by law, the defense of an  inconvenient  forum to the  maintenance  of
such action or proceeding in any such court.

     (c) Each party to this Agreement irrevocably consents to service of process
in the manner  provided for notices in Section 9.01.  Nothing in this  Agreement
will  affect the right of any party to this  Agreement  to serve  process in any
other manner permitted by law.

     SECTION 9.16. USA PATRIOT Act Notice.

     Each Lender and the  Administrative  Agent (for itself and not on behalf of
any Lender) hereby  notifies the Borrower that pursuant to the  requirements  of
the USA Patriot Act (Title III of Pub.  L. 107-56  (signed  into law October 26,
2001)) (the "Act"), it is required to obtain, verify and record information that
identifies the Borrower,  which information includes the name and address of the
Borrower and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with the Act.

     SECTION 9.17. Payments Set Aside.

     To the extent that any  payment by or on behalf of the  Borrower is made to
the Administrative  Agent, the Issuing Bank or any Lender, or the Administrative
Agent,  the Issuing Bank or any Lender  exercises its right of setoff,  and such
payment or the  proceeds  of such  setoff or any part  thereof  is  subsequently
invalidated,  declared to be fraudulent or  preferential,  set aside or required
(including pursuant to any settlement entered into by the Administrative  Agent,
the Issuing  Bank or such Lender in its  discretion)  to be repaid to a trustee,
receiver or any other party, in connection with any proceeding  under any Debtor
Relief Law or otherwise, then (a) to the extent of such recovery, the obligation
or part  thereof  originally  intended  to be  satisfied  shall be  revived  and
continued  in full force and effect as if such payment had not been made or such
setoff had not  occurred,  and (b) each  Lender and the Issuing  Bank  severally
agrees to pay to the  Administrative  Agent  upon  demand its  applicable  share
(without  duplication)  of  any  amount  so  recovered  from  or  repaid  by the
Administrative  Agent, plus interest thereon from the date of such demand to the
date  such  payment  is made at a rate  per  annum  equal to the  Federal  Funds
Effective Rate from time to time in effect.  The  obligations of the Lenders and
the Issuing Bank under clause (b) of the  preceding  sentence  shall survive the
payment in full of the Obligations and the termination of this Agreement.


                                       72
<PAGE>

     SECTION 9.18. Treatment of Certain Information; Confidentiality.

     Each of the  Administrative  Agent, the Lenders and the Issuing Bank agrees
to maintain the  confidentiality  of the Information (as defined below),  except
that  Information  may be  disclosed  (a) to its  Affiliates  and to its and its
Affiliates'  respective  partners,   directors,   officers,  employees,  agents,
advisors and  representatives (it being understood that the Persons to whom such
disclosure  is  made  will  be  informed  of the  confidential  nature  of  such
Information and instructed to keep such  Information  confidential),  (b) to the
extent  requested by any regulatory  authority  purporting to have  jurisdiction
over  it  (including  any  self-regulatory   authority,  such  as  the  National
Association  of  Insurance  Commissioners),   (c)  to  the  extent  required  by
applicable laws or regulations or by any subpoena or similar legal process,  (d)
to any other party hereto,  (e) in connection  with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding  relating
to this  Agreement  or any other  Loan  Document  or the  enforcement  of rights
hereunder  or  thereunder,  (f) subject to an  agreement  containing  provisions
substantially  the same as  those of this  Section,  to (i) any  assignee  of or
Participant  in, or any  prospective  assignee of or Participant  in, any of its
rights or  obligations  under this  Agreement or (ii) any actual or  prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the consent of the Borrower or (h) to
the extent such  Information  (x)  becomes  publicly  available  other than as a
result  of  a  breach  of  this   Section  or  (y)  becomes   available  to  the
Administrative  Agent,  any Lender,  the Issuing Bank or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrower.

For purposes of this Section,  "Information" means all information received from
the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any
of  their  respective  businesses,  other  than  any  such  information  that is
available  to the  Administrative  Agent,  any Lender or the  Issuing  Bank on a
nonconfidential  basis prior to  disclosure  by the Borrower or any  Subsidiary,
provided  that,  in the case of  information  received  from the Borrower or any
Subsidiary after the date hereof,  such information is clearly identified at the
time  of  delivery  as  confidential.   Any  Person  required  to  maintain  the
confidentiality  of  Information as provided in this Section shall be considered
to have complied  with its  obligation to do so if such Person has exercised the
same degree of care to maintain the  confidentiality of such Information as such
Person would accord to its own confidential information.




                            [Signature pages follow]

                                       73
<PAGE>

     IN WITNESS WHEREOF, the Borrower,  the Administrative Agent and the Lenders
have caused this  Agreement to be duly executed by their  respective  authorized
officers as of the day and year first above written.

                        CITIZENS COMMUNICATIONS COMPANY


                        By:   /s/ Donald B. Armour
                           --------------------------------------------------
                           Name:  Donald B. Armour
                           Title: Senior Vice-President Finance and Treasurer


                        BANK OF AMERICA, N.A.,
                        as Administrative Agent


                        By:   /s/ Maurice Washington
                           --------------------------------------------------
                           Name:  Maurice Washington
                           Title: Assistant Vice-President


                                      S-1
<PAGE>


                                               SIGNATURE PAGE TO
                                 CITIZENS COMMUNICATIONS COMPANY
                               COMPETITIVE ADVANCE AND REVOLVING
                                       CREDIT FACILITY AGREEMENT


                              Lenders:
                              -------

                              BANK OF AMERICA, N.A.


                              By:   /s/ David A. Banmiller
                                 ----------------------------------------
                                 Name:  David A. Banmiller
                                 Title: Vice President




                                      S-2
<PAGE>
                                                SIGNATURE PAGE TO
                                  CITIZENS COMMUNICATIONS COMPANY
                                COMPETITIVE ADVANCE AND REVOLVING
                                        CREDIT FACILITY AGREEMENT




                                DEUTSCHE BANK TRUST COMPANY
                                AMERICAS


                                By:   /s/ Anca Trifan
                                   ---------------------------------------
                                   Name:  Anca Trifan
                                   Title: Director



<PAGE>


                                                SIGNATURE PAGE TO
                                  CITIZENS COMMUNICATIONS COMPANY
                                COMPETITIVE ADVANCE AND REVOLVING
                                        CREDIT FACILITY AGREEMENT




                                JPMORGAN CHASE BANK


                                By:   /s/ Joan M. Fitzgibbon
                                   ---------------------------------------
                                   Name:  Joan M. Fitzgibbon
                                   Title: Managing Director




<PAGE>


                                                 SIGNATURE PAGE TO
                                   CITIZENS COMMUNICATIONS COMPANY
                                 COMPETITIVE ADVANCE AND REVOLVING
                                         CREDIT FACILITY AGREEMENT




                                 MORGAN STANLEY BANK


                                 By:   /s/ Daniel Twenge
                                    -------------------------------------
                                    Name:  Daniel Twenge
                                    Title: Vice President



<PAGE>


                                                  SIGNATURE PAGE TO
                                    CITIZENS COMMUNICATIONS COMPANY
                                  COMPETITIVE ADVANCE AND REVOLVING
                                          CREDIT FACILITY AGREEMENT




                                  THE ROYAL BANK OF SCOTLAND PLC


                                   By:   /s/ Andrew Wynn
                                      -----------------------------------
                                      Name:  Andrew Wynn
                                      Title: Senior Vice President




<PAGE>


                                                   SIGNATURE PAGE TO
                                     CITIZENS COMMUNICATIONS COMPANY
                                   COMPETITIVE ADVANCE AND REVOLVING
                                           CREDIT FACILITY AGREEMENT




                                   UBS LOAN FINANCE LLC


                                   By:   /s/ Barbara Ezell-McMichael
                                      ----------------------------------
                                      Name:  Barbara Ezell-McMichael
                                      Title: Associate Director



                                   By:    /s/ Winslowe Ogbourne
                                       ---------------------------------
                                       Name:  Winslowe Ogbourne
                                       Title: Associate Director


<PAGE>