Exhibit 4.1

                                     [Published CUSIP Number: ________________]




                               CREDIT AGREEMENT

                          Dated as of August 31, 2004

                                     among

                       WAUSAU-MOSINEE PAPER CORPORATION,
                               as the Borrower,

     Certain Subsidiaries of the Borrower from time to time party hereto,
                                as Guarantors,

                            BANK OF AMERICA, N.A.,

                  as Administrative Agent, Swing Line Lender

                                      and

                                an L/C Issuer,

                                      and

                        The Other Lenders Party Hereto





                        BANC OF AMERICA SECURITIES LLC,
                                      as
                   Sole Lead Arranger and Sole Book Manager



                               TABLE OF CONTENTS
Section                                                                    Page

ARTICLE I DEFINITIONS AND ACOUNTING TERMS...................................2

      1.01  Defined Terms...................................................2
      1.02  Other Interpretive Provisions..................................21
      1.03  Accounting Terms...............................................22
      1.04  Rounding.......................................................22
      1.05  Times of Day...................................................23
      1.06  Letter of Credit Amounts.......................................23

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS...........................23
      2.01  Committed Loans................................................23
      2.02  Borrowings, Conversions and Continuations of Committed Loans...23
      2.03  Bid Loans......................................................25
<PAGE>
      2.04  Letters of Credit..............................................28
      2.05  Swing Line Loans...............................................37
      2.06  Prepayments....................................................39
      2.07  Termination or Reduction of Commitments........................40
      2.08  Repayment of Loans.............................................41
      2.09  Interest.......................................................41
      2.10  Fees. .........................................................42
      2.11  Computation of Interest and Fees...............................43
      2.12  Evidence of Debt...............................................43
      2.13  Payments Generally; Administrative Agent's Clawback............43
      2.14  Sharing of Payments by Lenders.................................45
      2.15  Increase in Commitments........................................46

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY.........................47
      3.01  Taxes..........................................................47
      3.02  Illegality.....................................................49
      3.03  Inability to Determine Rates...................................49
      3.04  Increased Costs; Reserves on Eurodollar Rate Loans.............50
      3.05  Compensation for Losses........................................52
      3.06  Mitigation Obligations; Replacement of Lenders.................52
      3.07  Survival.......................................................53

ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS.......................53
      4.01  Conditions of Initial Credit Extension.........................53
      4.02  Conditions to all Credit Extensions............................55

ARTICLE V REPRESENTATIONS AND WARRANTIES...................................55
      5.01  Organization; Power; Qualification.............................56
      5.02  Ownership......................................................56
      5.03  Authorization of Agreement, Loan Documents and Borrowing.......56
      5.04  Compliance of Agreement, Loan Documents and Borrowing with Laws,
            Etc............................................................56
      5.05  Compliance with Law; Governmental Approvals....................57
      5.06  Tax Returns and Payments.......................................57
      5.07  Intellectual Property Matters..................................57
                                       i
      5.08  Environmental Matters..........................................58
      5.09  ERISA..........................................................59
      5.10  Margin Stock...................................................60
      5.11  Government Regulation..........................................60
      5.12  Burdensome Provisions..........................................60
      5.13  Financial Statements; Financial Condition; Etc.................60
      5.14  No Material Adverse Change.....................................61
      5.15  Liens..........................................................61
      5.16  Indebtedness and Guarantees....................................61
      5.17  Litigation.....................................................61
      5.18  Absence of Defaults............................................61
      5.19  Absence of Bankruptcy Events...................................62
      5.20  Accuracy and Completeness of Information.......................62
      5.21  Property.......................................................62
      5.22  Labor Practices................................................62
      5.23  SEC Reports....................................................63

ARTICLE VI FINANCIAL INFORMATION AND NOTICES...............................63
      6.01  Financial Statements, Etc......................................63
      6.02  Compliance Certificate.........................................65
<PAGE>
      6.03  Accountants' Certificate.......................................65
      6.04  Other Reports..................................................66
      6.05  Notice of Litigation and Other Matters.........................66
      6.06  Accuracy of Information........................................67

ARTICLE VII AFFIRMATIVE COVENANTS..........................................67
      7.01  Preservation of Corporate Existence and Related Matters........67
      7.02  Maintenance of Property........................................68
      7.03  Insurance......................................................68
      7.04  Accounting Methods and Financial Records.......................68
      7.05  Payment and Performance of Obligations.........................68
      7.06  Compliance With Laws and Approvals.............................69
      7.07  Environmental Laws.............................................69
      7.08  Compliance with ERISA..........................................69
      7.09  Conduct of Business............................................70
      7.10  Visits and Inspections.........................................70
      7.11  Use of Proceeds................................................70
      7.12  Additional Loan Parties........................................70

ARTICLE VIII NEGATIVE COVENANTS............................................71
      8.01  Financial Covenants............................................71
      8.02  Limitations on Liens...........................................71
      8.03  Limitations on Mergers and Liquidation.........................73
      8.04  Limitations on Sale or Transfer of Assets......................73
      8.05  Prohibitions on Limitations on Dividends and Distributions.....73
      8.06  Transactions with Affiliates...................................74
      8.07  Certain Accounting Changes.....................................74
      8.08  Limitations on Acquisitions....................................74
                                       ii
      8.09  Sale Leaseback Transactions....................................75
      8.10  Limitation on Indebtedness.....................................75
      8.11  Limitation on Investments......................................76

ARTICLE IX EVENTS OF DEFAULT AND REMEDIES..................................76
      9.01  Events of Default..............................................76
      9.02  Remedies Upon Event of Default.................................80
      9.03  Application of Funds...........................................81

ARTICLE X ADMINISTRATIVE AGENT.............................................82
      10.01 Appointment and Authority......................................82
      10.02 Rights as a Lender.............................................82
      10.03 Exculpatory Provisions.........................................82
      10.04 Reliance by Administrative Agent...............................83
      10.05 Delegation of Duties...........................................84
      10.06 Resignation of Administrative Agent............................84
      10.07 Non-Reliance on Administrative Agent and Other Lenders.........85
      10.08 No Other Duties, Etc...........................................85
      10.09 Administrative Agent May File Proofs of Claim..................85
      10.10 Guaranty Matters...............................................86

ARTICLE XI MISCELLANEOUS...................................................86
      11.01 Amendments, Etc................................................86
      11.02 Notices; Effectiveness; Electronic Communication...............88
      11.03 No Waiver; Cumulative Remedies.................................89
      11.04 Expenses; Indemnity; Damage Waiver.............................89
      11.05 Payments Set Aside.............................................91
<PAGE>
      11.06 Successors and Assigns.........................................91
      11.07 Treatment of Certain Information; Confidentiality..............95
      11.08 Right of Setoff................................................96
      11.09 Interest Rate Limitation.......................................97
      11.10 Counterparts; Integration; Effectiveness; Amendment and
            Restatement....................................................97
      11.11 Survival of Representations and Warranties.....................97
      11.12 Severability...................................................98
      11.13 Replacement of Lenders.........................................98
      11.14 Governing Law; Jurisdiction; Etc...............................99
      11.15 Waiver of Jury Trial..........................................100
      11.16 USA PATRIOT Act Notice........................................100
      11.17 Intercreditor Agreement.......................................100

ARTICLE XII GUARANTY......................................................100
      12.01 The Guaranty..................................................100
      12.02 Obligations Unconditional.....................................101
      12.03 Reinstatement.................................................102
      12.04 Certain Additional Waivers....................................102
      12.05 Remedies......................................................102
      12.06 Rights of Contribution........................................103
      12.07 Guarantee of Payment; Continuing Guarantee....................103
                                       iii

SCHEDULES

      2.01  Commitments and Applicable Percentages
      5.16  Debt and Guarantees of the Loan Parties and their Subsidiaries as
            of the Closing Date
      8.02  Liens as of the Closing Date
      8.05  Restrictions and Limitations on Subsidiary Dividends and
            Distributions as of the Closing Date
      11.02 Administrative Agent's Office; Certain Addresses for Notices


EXHIBITS
            FORM OF

      A     Committed Loan Notice
      B-1   Bid Request
      B-2   Competitive Bid
      C     Swing Line Loan Notice
      D     Note
      E     Compliance Certificate
      F     Assignment and Assumption
      G     Joinder to Intercreditor Agreement
      H     Joinder to Credit Agreement
                                       iv
                               CREDIT AGREEMENT

      This CREDIT AGREEMENT ("Agreement") is entered into as of August 31,
2004, among WAUSAU-MOSINEE PAPER CORPORATION, a Wisconsin corporation (the
"Borrower"), certain Subsidiaries of the Borrower from time to time party
hereto (collectively, the "Guarantors" and individually, a "Guarantor"), each
lender from time to time party hereto (collectively, the "Lenders" and
individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent,
Swing Line Lender and an L/C Issuer.
<PAGE>
                               STATEMENT OF PURPOSE

      WHEREAS, the Borrower (formerly known as Wausau Paper Mills Company),
Harris Trust and Savings Bank, M & I Marshall & Ilsley Bank, The First National
Bank of Chicago (now known as Bank One, NA) and NationsBank, N.A. (now known as
Bank of America, N.A.) were parties to that certain Third Amended and Restated
Credit Agreement dated as of March 29, 1996 (as amended by that certain First
Amendment thereto dated as of May 8, 1997 and that certain Second Amendment and
Waiver thereto dated as of December 15, 1997 and as further amended or modified
prior to the date of the Existing Credit Agreement referred to below (the
"Prior Credit Agreement")).

      WHEREAS, the Borrower amended and restated the Prior Credit Agreement by
entering into that certain Credit Agreement dated as of December 10, 1999 among
the Borrower, the subsidiary guarantors party thereto, Bank of America, N.A.,
as administrative agent, and the lenders party thereto (as amended by that
certain First Amendment to Credit Agreement dated as of April 14, 2000, that
certain Second Amendment to Credit Agreement dated as of December 8, 2000, and
that certain Third Amendment to Credit Agreement dated as of January 23, 2001,
and as further amended or modified prior to the date hereof (the "Existing
Credit Agreement")).

      WHEREAS, the Loan Parties wish to amend and restate the Existing Credit
Agreement (and, in turn, the Prior Credit Agreement) by entering into this
Agreement which will establish with the Lenders credit facilities providing for
revolving loans and letters of credit of, initially (as of the Closing Date),
up to $100,000,000 in the aggregate maximum principal amount at any time
outstanding, and the Lenders and the Administrative Agent are willing to amend
and restate the Existing Credit Agreement and establish such credit facilities
on the terms and conditions set forth herein;

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

                               ARTICLE I
                  DEFINITIONS AND ACCOUNTING TERMS

1.01     DEFINED TERMS.

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

      "Absolute Rate" means a fixed rate of interest expressed in multiples of
1/100th of one basis point.

      "Absolute Rate Loan" means a Bid Loan that bears interest at a rate
determined with reference to an Absolute Rate.

      "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

      "Administrative Agent's Office" means the Administrative Agent's address
and, as appropriate, account as set forth on Schedule 11.02, or such other
address or account as the Administrative Agent may from time to time notify to
the Borrower and the Lenders.
<PAGE>
      "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

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

      "Aggregate Commitments" means the Commitments of all the Lenders. The
Aggregate Commitments as of the Closing Date shall be $100,000,000.

      "Agreement" means this Credit Agreement.

      "Applicable Percentage" means with respect to any Lender at any time, the
percentage (carried out to the ninth decimal place) of the Aggregate
Commitments represented by such Lender's Commitment at such time.  If the
commitment of each Lender to make Loans and the obligation of the L/C Issuer to
make L/C Credit Extensions have been terminated pursuant to Section 9.02 or if
the Aggregate Commitments have expired, then the Applicable Percentage of each
Lender shall be determined based on the Applicable Percentage of such Lender
most recently in effect, giving effect to any subsequent assignments.  The
initial Applicable Percentage of each Lender is set forth opposite the name of
such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable.

      "Applicable Rate" means the following percentages per annum, based upon
the Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 6.02:
                                       2
<TABLE>
<CAPTION>
                                  APPLICABLE RATE
PRICING         CONSOLIDATED                       EURODOLLAR RATE      BASE RATE
LEVEL          LEVERAGE RATIO       FACILITY FEE      LOANS AND           LOANS
                                                  LETTERS OF CREDIT
<S>          <C>                      <C>              <C>                <C>
1            < 20.0%                  0.225%           0.650%             0.000%
2            > 20.0% but < 30.0%      0.275%           0.850%             0.000%
3            > 30.0% but < 40.0%      0.300%           0.950%             0.000%
4            > 40.0% but < 50.0%      0.325%           1.050%             0.050%
5            > 50.0%                  0.375%           1.250%             0.250%
</TABLE>

      Any increase or decrease in the Applicable Rate resulting from a change
in the Consolidated Leverage Ratio shall become effective as of the first
Business Day immediately following the date a Compliance Certificate is
delivered pursuant to Section 6.02; provided, however, that if a Compliance
Certificate is not delivered when due in accordance with such Section, then
Pricing Level 5 shall apply as of the first Business Day after the date on
which such Compliance Certificate was required to have been delivered.  The
Applicable Rate in effect from the Closing Date through the first Business Day
after the date on which a Compliance Certificate and related financial
statements are required to be delivered in connection with the fiscal quarter
ended September 30, 2004 shall be determined based upon Pricing Level 3.

      "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.
<PAGE>
      "Arranger" means Banc of America Securities LLC, in its capacity as sole
lead arranger and sole book manager.

      "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 11.06(b), and accepted by the Administrative
Agent, in substantially the form of Exhibit F or any other form approved by the
Administrative Agent.

      "Attributable Indebtedness" means, on any date, (a) in respect of any
capital lease of any Person, the capitalized amount thereof that would appear
on a balance sheet of such Person prepared as of such date in accordance with
GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized
amount of the remaining lease payments under the relevant lease that would
appear on a balance sheet of such Person prepared as of such date in accordance
with GAAP if such lease were accounted for as a capital lease.

      "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended
December 31, 2003, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for such fiscal year of the
Borrower and its Subsidiaries, including the notes thereto.
                                       3
      "Availability Period" means the period from and including the Closing
Date to the earliest of (a) the Maturity Date, (b) the date of termination of
the Aggregate Commitments pursuant to Section 2.07, and (c) the date of
termination of the commitment of each Lender to make Loans and of the
obligation of the L/C Issuer to make L/C Credit Extensions pursuant to
Section 9.02.

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

      "Bank" means, for purposes of the Existing Intercreditor Agreement, any
Lender party to this Agreement; and "Banks" means a collective reference to the
same.

      "Bankruptcy Event" means any of the events set forth in Section 9.01(i),
(j), (k) or (l), or any of those events which with the passage of time, the
giving of notice or any other condition, would constitute such an event, in
respect of any of the Loan Parties or any of their Material Subsidiaries.

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

      "Base Rate Committed Loan" means a Committed Loan that is a Base Rate
Loan.

      "Base Rate Loan" means a Loan that bears interest based on the Base Rate.
<PAGE>
      "Bid Borrowing" means a borrowing consisting of simultaneous Bid Loans of
the same Type from each of the Lenders whose offer to make one or more Bid
Loans as part of such borrowing has been accepted under the auction bidding
procedures described in Section 2.03.

      "Bid Loan" has the meaning specified in Section 2.03(a).

      "Bid Loan Lender" means, in respect of any Bid Loan, the Lender making
such Bid Loan to the Borrower.

      "Bid Request" means a written request for one or more Bid Loans
substantially in the form of Exhibit B-1.

      "Borrower" has the meaning specified in the introductory paragraph
hereto.

      "Borrowing" means a Committed Borrowing, a Bid Borrowing or a Swing Line
Borrowing, as the context may require.
                                       4
      "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent's Office is located
and, if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
London interbank eurodollar market.

      "Cash Collateralize" has the meaning specified in Section 2.04(g).

      "Change in Control" shall have the meaning assigned thereto in
Section 9.01(h).

      "Change in Law" means the occurrence, after the date of this Agreement,
of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or
in the administration, interpretation or application thereof by any
Governmental Authority or (c) the making or issuance of any request, guideline
or directive (whether or not having the force of law) by any Governmental
Authority.

      "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 11.01.

      "Code" means the Internal Revenue Code of 1986.

      "Commitment" means, as to each Lender, its obligation to (a) make
Committed Loans to the Borrower pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing
Line Loans, 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.

      "Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type and, in the case of Eurodollar Rate Committed
Loans, having the same Interest Period made by each of the Lenders pursuant to
Section 2.01.
<PAGE>
      "Committed Loan" has the meaning specified in Section 2.01.

      "Committed Loan Notice" means a notice of (a) a Committed Borrowing,
(b) a conversion of Committed Loans from one Type to the other, or (c) a
continuation of Eurodollar Rate Committed Loans, pursuant to Section 2.02(a),
which, if in writing, shall be substantially in the form of Exhibit A.

      "Competitive Bid" means a written offer by a Lender to make one or more
Bid Loans, substantially in the form of Exhibit B-2, duly completed and signed
by a Lender.

      "Compliance Certificate" means a certificate substantially in the form of
Exhibit E.
                                       5
      "Consolidated" means, when used with reference to financial statements or
financial statement items of a Person and its Subsidiaries, such statements or
items on a Consolidated basis in accordance with applicable principles of
consolidation under GAAP.

      "Consolidated Capitalization" means Consolidated Funded Indebtedness plus
Consolidated Net Worth.

      "Consolidated EBITDDA" means, for any period, as applied to the Borrower
and its consolidated Subsidiaries without duplication, the sum of the amounts
for such period of: (i) Consolidated Net Income, (ii) Consolidated Interest
Expense, (iii) all federal and state income tax expense and (iv) all
depreciation, depletion and amortization expense, all of the foregoing as
determined and computed on a Consolidated basis in accordance with GAAP.

      "Consolidated Funded Indebtedness" means, as of any date, all Funded
Indebtedness of the Borrower and its consolidated Subsidiaries, determined on a
Consolidated basis in accordance with GAAP.

      "Consolidated Interest Coverage Ratio" means, as of the last day of any
fiscal quarter, the ratio of (a) Consolidated EBITDDA to (b) Consolidated
Interest Expense, in each case for the period of four (4) consecutive fiscal
quarters ending as of such day.

      "Consolidated Interest Expense" means, for any period, as applied to the
Borrower and its consolidated Subsidiaries, all interest expense (whether paid
or accrued) and capitalized interest, including without limitation (a) the
amortization of debt discount and premium, (b) the interest component under
capital leases and Synthetic Lease Obligations and (c) the implied interest
component, discount or other similar fees or charges in connection with any
asset securitization program, in each case determined on a Consolidated basis
in accordance with GAAP.

      "Consolidated Leverage Ratio" means, as of the last day of any fiscal
quarter, the ratio of (a) Consolidated Funded Indebtedness on such day to (b)
Consolidated Capitalization on such day, expressed as a percentage.

      "Consolidated Net Income" means, for any period, the net income, after
taxes, of the Borrower and its consolidated Subsidiaries for such period
determined on a Consolidated basis in accordance with GAAP, but excluding, to
the extent reflected in determining such net income, (a) extraordinary gains
and losses for such period and (b) any equity interests of the Borrower or any
Subsidiary in the unremitted earnings of any Person that is not a Subsidiary.
<PAGE>
      "Consolidated Net Worth" means, as of any date, as applied to the
Borrower and its consolidated Subsidiaries, Shareholders' Equity.

      "Consolidated Total Assets" means, as of any date, the assets and
properties of the Borrower and its Consolidated Subsidiaries, determined on a
Consolidated basis in accordance with GAAP.
                                       6
      "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

      "Credit Extension" means each of the following: (a) a Borrowing and
(b) an L/C Credit Extension.

      "Current SEC Reports" means the most recent report on Form 10-K, or any
successor form, and any amendments thereto filed by the Borrower with the SEC
and any reports on Forms 10-Q and/or 8-K, or any successor forms, and any
amendments thereto, filed by the Borrower with the SEC after the date of such
report on Form 10-K.

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

      "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

      "Default Rate" means (a) when used with respect to Obligations other than
Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus
(ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2%
per annum; provided, however, that with respect to a Eurodollar Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including
any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and
(b) when used with respect to Letter of Credit Fees, a rate equal to the
Applicable Rate plus 2% per annum.

      "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Committed Loans, participations in L/C Obligations or
participations in Swing Line Loans 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.

      "Discretionary L/C Issuer" has the meaning specified in
Section 2.04(b)(iv).

      "Dollar" and "$" mean lawful money of the United States.
<PAGE>
      "Domestic Subsidiary" means any Subsidiary that is organized under the
laws of any political subdivision of the United States.
                                       7
      "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender;
(c) an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line
Lender, and (ii) 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.

      "Employee Benefit Plan" means any employee benefit plan within the
meaning of Section 3(3) of ERISA which (a) is maintained for employees of the
Borrower or any ERISA Affiliate or (b) has at any time within the preceding six
(6) years been maintained for the employees of the Borrower or any current or
former ERISA Affiliate.

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

      "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation,
fines, penalties or indemnities), of the Borrower, any other Loan Party or any
of their respective Subsidiaries directly or indirectly resulting from or based
upon (a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials,
(c) exposure to any Hazardous Materials, (d) the release or threatened release
of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or
imposed with respect to any of the foregoing.

      "Environmental Permits" shall have the meaning assigned thereto in
Section 5.08.

      "Equity Interests" means, with respect to any Person, all of the shares
of capital stock of (or other ownership or profit interests in) such Person,
all of the warrants, options or other rights for the purchase or acquisition
from such Person of shares of capital stock of (or other ownership or profit
interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit
interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all
of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting,
and whether or not such shares, warrants, options, rights or other interests
are outstanding on any date of determination.

      "ERISA" means the Employee Retirement Income Security Act of 1974.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
<PAGE>
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).
                                       8
      "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan
is in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower
or any ERISA Affiliate.

      "Eurodollar Bid Margin" means the margin above or below the Eurodollar
Rate to be added to or subtracted from the Eurodollar Rate, which margin shall
be expressed in multiples of 1/100th of one basis point.

      "Eurodollar Margin Bid Loan" means a Bid Loan that bears interest at a
rate based upon the Eurodollar Rate.

      "Eurodollar Rate" means, for any Interest Period with respect to a
Eurodollar Rate Loan, 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 "Eurodollar Rate" for such
Interest Period shall be the rate per annum determined by the Administrative
Agent to be the rate at which deposits in Dollars for delivery on the first day
of such Interest Period in same day funds in the approximate amount of the
Eurodollar Rate Loan being made, continued or converted by Bank of America and
with a term equivalent to such Interest Period would be offered by Bank of
America's London Branch to major banks in the London interbank eurodollar
market at their request at approximately 11:00 a.m. (London time) two Business
Days prior to the commencement of such Interest Period.

      "Eurodollar Rate Committed Loan" means a Committed Loan that bears
interest at a rate based on the Eurodollar Rate.

      "Eurodollar Rate Loan" means a Eurodollar Rate Committed Loan or a
Eurodollar Margin Bid Loan.

      "Event of Default" has the meaning specified in Section 9.01.

      "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or
on account of any obligation of the
                                       9
<PAGE>
Borrower hereunder, (a) taxes imposed on or measured by its overall net income
(however denominated), and franchise taxes imposed on it (in lieu of net
income taxes), by the jurisdiction (or any political subdivision thereof)
under the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable
Lending Office is located, (b) any branch profits taxes imposed by the United
States or any similar tax imposed by any other jurisdiction in which the
Borrower is located and (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 11.13), any
withholding tax that is imposed on amounts payable to such Foreign Lender at
the time such Foreign Lender becomes a party hereto (or designates a new
Lending Office) or is attributable to such Foreign Lender's failure or
inability (other than as a result of a Change in Law) to comply with Section
3.01(e), except to the extent that such Foreign Lender (or its assignor, if
any) was entitled, at the time of designation of a new Lending Office (or
assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section 3.01(a).

      "Existing Credit Agreement" has the meaning specified in the introductory
paragraphs hereto.

      "Existing Intercreditor Agreement" means that certain Intercreditor
Agreement dated as of August 31, 1999 between each of the lenders party to the
Prior Credit Agreement, Prudential Insurance Company of America and each of the
1999 Senior Noteholders (as defined therein), as amended, supplemented or
otherwise modified from time to time.

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

      "Fee Letter" means the letter agreement, dated July 12, 2004, among the
Borrower, the Administrative Agent and the Arranger.

      "FDIC" means the Federal Deposit Insurance Corporation, or any successor
thereto.

      "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.

      "Foreign Pension Plan" shall mean any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United
                                       10
<PAGE>
States of America by the Borrower or any one or more of its Subsidiaries
primarily for the benefit of employees of the Borrower or such Subsidiaries
residing outside the United States of America, which plan, fund or other
similar program provides, or results in, retirement income, a deferral of
income in contemplation of retirement or payments to be made upon termination
of employment, and which plan is not subject to ERISA or the Code.

      "Foreign Subsidiary" means any Subsidiary that is not a Domestic
Subsidiary.

      "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

      "Fully Satisfied" means, with respect to the Obligations as of any date,
that, as of such date, (a) all principal of and interest accrued to such date
which constitute Obligations shall have been irrevocably paid in full in cash,
(b) all fees, expenses and other amounts then due and payable which constitute
Obligations shall have been irrevocably paid in cash, (c) all outstanding
Letters of Credit shall have been (i) terminated, (ii) fully irrevocably Cash
Collateralized or (iii) secured by one or more letters of credit on terms and
conditions, and with one or more financial institutions, reasonably
satisfactory to the L/C Issuer and (d) the Commitments shall have expired or
been terminated in full.

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

      "Funded Indebtedness" of any Person means at any date, without
duplication, the sum of the following calculated in accordance with GAAP: (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person issued or assumed as the deferred purchase price of property or services
purchased by such Person (other than trade debt incurred in the ordinary course
of business and due within six months of the incurrence thereof) which would
appear as liabilities on a balance sheet of such Person, (c) all Funded
Indebtedness of others secured by (or for which the holder of such Funded
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on, or payable out of the proceeds of production from, property owned
or acquired by such Person, whether or not the obligations secured thereby have
been assumed, provided that for purposes hereof the amount of such Funded
Indebtedness shall be calculated at the greater of (i) the amount of such
Funded Indebtedness as to which there is recourse to such Person and (ii) the
fair market value of the property which is subject to the Lien, (d) all
Guarantees of such Person with respect to Funded Indebtedness of others, (e)
the Attributable Indebtedness in respect of capital leases and Synthetic Lease
Obligations, (f) the maximum amount of all standby letters of credit issued or
bankers' acceptances facilities created for the account of such Person and,
without duplication, all drafts drawn thereunder (to the extent unreimbursed)
and (g) the aggregate amount of uncollected accounts receivable subject at such
time to a sale or securitization of receivables (or similar transaction)
(whether or not such transaction would be reflected on the balance sheet of the
Loan Parties in accordance with GAAP).  The Funded Indebtedness of any Person
shall include the Funded Indebtedness of any partnership or joint venture in
which such Person is a general partner or a joint venturer, but only to the
extent to which there is recourse to such Person for payment of such Funded
Indebtedness.
                                       11
<PAGE>
      "GAAP" means generally accepted accounting principles in the
United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or
such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the
circumstances as of the date of determination, consistently applied.

      "Governmental Approvals" means all authorizations, consents, approvals,
licenses and exemptions of, registrations and filings with, and reports to, all
Governmental Authorities.

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

      "Granting Lender" has the meaning specified in Section 11.06(h).

      "Guarantee" means, as to any Person, any (a) 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), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien) provided that the term
Guarantee shall not include (i) endorsements for collection or deposit in the
ordinary course of business or (ii) a contractual commitment by one Person to
invest in another Person for so long as such investment is expected to
constitute a permitted investment under Section 8.11.  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.

      "Guarantors" means a collective reference to each Material Subsidiary
that is a Domestic Subsidiary and, to the extent no material adverse tax
consequences would result therefrom, each
                                       12
<PAGE>
Material Subsidiary that is a Foreign Subsidiary, in each case to the extent
(i) identified as a "Guarantor" on the signature pages hereto, or (ii) that
becomes a Guarantor by executing a Joinder Agreement as contemplated by
Section 7.12, and "Guarantor" means any one of them.

      "Guaranty" means the Guaranty made by the Guarantors in favor of the
Administrative Agent and the Lenders pursuant to Article XII hereof.

      "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

      "Indebtedness" of any Person means at any date, without duplication, the
sum of the following calculated in accordance with GAAP: (a) all obligations of
such Person for borrowed money, (b) all obligations of such Person evidenced by
bonds, debentures, notes or similar instruments, or upon which interest
payments are customarily made, (c) all obligations of such Person under
conditional sale or other title retention agreements relating to property
purchased by such Person (other than customary reservations or retentions of
title under agreements with suppliers entered into in the ordinary course of
business), (d) all obligations of such Person issued or assumed as the deferred
purchase price of property or services purchased by such Person (other than
trade debt incurred in the ordinary course of business and due within six
months of the incurrence thereof) which would appear as liabilities on a
balance sheet of such Person, (e) 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, or payable out of the proceeds of
production from, property owned or acquired by such Person, whether or not the
obligations secured thereby have been assumed, provided that for purposes
hereof the amount of such Indebtedness shall be limited to the greater of (i)
the amount of such Indebtedness as to which there is recourse to such Person
and (ii) the fair market value of the property which is subject to the Lien,
(f) all Guarantees of such Person, (g) the Attributable Indebtedness in respect
of capital leases, (h) all net obligations of such Person in respect of Swap
Contracts, (i)  the maximum amount of all standby letters of credit issued or
bankers' acceptances facilities created for the account of such Person and,
without duplication, all drafts drawn thereunder (to the extent unreimbursed),
(j) all preferred stock issued by such Person and required by the terms thereof
to be redeemed, or for which mandatory sinking fund payments are due, by a
fixed date, (k) the outstanding attributed principal amount under any asset
securitization program of such Person and (l) the Attributable Indebtedness in
respect of any Synthetic Lease Obligation of such Person, where such
transaction is considered borrowed money indebtedness for tax purposes but is
classified as an operating lease in accordance with GAAP.  The Indebtedness of
any Person shall include the Indebtedness of any partnership or joint venture
in which such Person is a general partner or a joint venturer, but only to the
extent to which there is recourse to such Person for payment of such
Indebtedness. The amount of any net obligation under any Swap Contract on any
date shall be deemed to be the Swap Termination Value thereof as of such date.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.
                                       13
      "Indemnitees" has the meaning specified in Section 11.04(b).
<PAGE>
      "Interest Payment Date" means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurodollar
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan),
the last Business Day of each March, June, September and December and the
Maturity Date.

      "Interest Period" means (a) as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or (in the case
of any Eurodollar Rate Committed Loan) converted to or continued as a
Eurodollar Rate Loan and ending on the date one, two, three or six months
thereafter, as selected by the Borrower in its Committed Loan Notice or Bid
Request, as the case may be; and (b) as to each Absolute Rate Loan, a period of
not less than 7 days and not more than 183 days as selected by the Borrower in
its Bid Request; provided that:

            (i)   any Interest Period that would otherwise end on a day that is
      not a Business Day shall be extended to the next succeeding Business Day
      unless, in the case of a Eurodollar Rate Loan, such Business Day falls in
      another calendar month, in which case such Interest Period shall end on
      the next preceding Business Day;

            (ii)  any Interest Period pertaining to a Eurodollar Rate Loan that
      begins on the last Business Day of a calendar month (or on a day for
      which there is no numerically corresponding day in the calendar month at
      the end of such Interest Period) shall end on the last Business Day of
      the calendar month at the end of such Interest Period; and

            (iii) no Interest Period shall extend beyond the Maturity Date.

      "Investment" means, as to any Person, any direct or indirect acquisition
or investment by such Person, whether by means of (a) the purchase or other
acquisition of capital stock or other securities of another Person, (b) a loan,
advance or capital contribution to, Guarantee or assumption of debt of, or
purchase or other acquisition of any other debt or equity participation or
interest in, another Person, including any partnership or joint venture
interest in such other Person and any arrangement pursuant to which the
investor Guarantees Indebtedness of such other Person, or (c) the purchase or
other acquisition (in one transaction or a series of transactions) of assets of
another Person that constitute a business unit.  For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment.

      "IRS" means the United States Internal Revenue Service.

      "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).
                                       14
      "Issuer Documents" means with respect to any Letter of Credit, the Letter
Credit Application, and any other document, agreement and instrument entered
into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the
L/C Issuer and relating to any such Letter of Credit.
<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" means, with respect to each Lender, such Lender's funding
of its participation in any L/C Borrowing in accordance with its Applicable
Percentage.

      "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 Committed Borrowing.

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

      "L/C Issuer" means Bank of America in its capacity as issuer of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder,
including any Discretionary L/C Issuer.

      "L/C Obligations" means, as at any date of determination, the aggregate
amount available to be drawn under all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings.  For
purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.06.  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.

      "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the Swing Line Lender.

      "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrower
and the Administrative Agent.

      "Letter of Credit" means any letter of credit issued hereunder.  A Letter
of Credit may be a commercial letter of credit or a standby letter of credit.
                                       15
      "Letter of Credit Application" means 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 L/C Issuer.

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

      "Letter of Credit Fee" has the meaning specified in Section 2.04(i).
<PAGE>
      "Letter of Credit Sublimit" means an amount equal to $50,000,000.  The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.

      "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature
of a security interest of any kind or nature whatsoever (including any
conditional sale or other title retention agreement, any easement, right of way
or other encumbrance on title to real property, and any financing lease having
substantially the same economic effect as any of the foregoing).

      "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Committed Loan, a Bid Loan or a Swing Line Loan.

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

      "Loan Parties" means, collectively, the Borrower and each Guarantor.

      "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, liabilities
(actual or contingent), condition (financial or otherwise) or prospects of the
Borrower and its Subsidiaries taken as a whole; (b) a material impairment of
the ability of any Loan Party to perform its obligations under any Loan
Document to which it is a party; or (c) a material adverse effect upon the
legality, validity, binding effect or enforceability against any Loan Party of
any Loan Document to which it is a party.

      "Material Subsidiary" means, as of any date of determination, any
Subsidiary of the Borrower (a) the assets or liabilities of which exceed five
percent (5%) of Consolidated Total Assets measured as of the end of the most
recently ended fiscal quarter with respect to which the Administrative Agent
has received a Compliance Certificate and related financial statements and
information required by Sections 6.01(a) and (b) and Section 6.02, as
appropriate, (b) which represents more than five percent (5%) of the
Consolidated revenue of the Borrower and its consolidated Subsidiaries measured
(i) as of the end of the most recently ended fiscal quarter with respect to
which the Administrative Agent has received a Compliance Certificate and
related financial statements and information required by Sections 6.01(a) and
(b) and Section 6.02, as appropriate, and (ii) for the four (4) consecutive
fiscal quarter period then ended or (c) which is otherwise material to the
business, assets, liabilities (actual or contingent), operations, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries
                                       16
taken as a whole.  It is understood that the term "Material Subsidiary" shall
include, without limitation, a Subsidiary of the Borrower whose principal
assets are one or more Material Subsidiaries.

      "Maturity Date" means August 31, 2008.

      "Multiemployer Plan" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
five plan years, has made or been obligated to make contributions.
<PAGE>
      "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.

      "Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party 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 (i) interest
and fees that accrue after the commencement by or against any Loan Party 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 and (ii) any Swap Contract of
any Loan Party to which a Lender or any Affiliate of such Lender is a party
(determined at the time such Swap Contract was entered into).

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

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

      "Outstanding Amount" means (i) with respect to Committed Loans and Swing
Line Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of
Committed Loans and Swing Line Loans, as the case may be, 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
                                       17
of such date, including as a result of any reimbursements by the Borrower of
Unreimbursed Amounts.

      "Participant" has the meaning specified in Section 11.06(d).

      "PBGC" means the Pension Benefit Guaranty Corporation.

      "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.
<PAGE>
      "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

      "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

      "Prior Credit Agreement" has the meaning specified in the introductory
paragraphs hereto.

      "Register" has the meaning specified in Section 11.06(c).

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

      "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the 30 day notice period has been waived.

      "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice,
(b) with respect to a Bid Loan, a Bid Request, (c) with respect to an L/C
Credit Extension, a Letter of Credit Application, and (d) with respect to a
Swing Line Loan, a Swing Line Loan Notice.

      "Required Lenders" means, as of any date of determination, Lenders having
more than 50% of the Aggregate Commitments or, if the commitment of each Lender
to make Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 9.02, 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 and Swing Line Loans being deemed "held" by such Lender for
purposes of this definition); provided that the Commitment of, and the portion
of the Total Outstandings held or
                                       18
deemed held by, any Defaulting Lender shall be excluded for purposes of making
a determination of Required Lenders.

      "Responsible Officer" means any of the following: the chairman,
president, chief executive officer, chief financial officer or treasurer of the
Borrower or any other officer of the Borrower reasonably acceptable to the
Administrative Agent.

      "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).

      "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.
<PAGE>
      "Shareholders' Equity" means, as of any date of determination,
consolidated shareholders' equity of the Borrower and its Subsidiaries as of
that date determined in accordance with GAAP.

      "SPC" has the meaning specified in Section 11.06(h).

      "Subsidiary" of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
Controlled, directly, or indirectly through one or more intermediaries, or
both, by such Person.  Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or 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
                                       19
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).

      "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.05.

      "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to
Section 2.05.

      "Swing Line Lender" means Bank of America in its capacity as provider of
Swing Line Loans, or any successor swing line lender hereunder.
<PAGE>
      "Swing Line Loan" has the meaning specified in Section 2.05(a).

      "Swing Line Loan Notice" means a notice of a Swing Line Borrowing
pursuant to Section 2.05(b), which, if in writing, shall be substantially in
the form of Exhibit C.

      "Swing Line Sublimit" means an amount equal to the lesser of
(a) $10,000,000 and (b) the Aggregate Commitments.  The Swing Line Sublimit is
part of, and not in addition to, the Aggregate Commitments.

      "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations
that do not appear on the balance sheet of such Person but which, upon the
insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).

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

      "Termination Event" means any of the following that result in a Material
Adverse Effect:  (a) a "Reportable Event" described in Section 4043 of ERISA,
or (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension
Plan during a plan year in which it was a "substantial employer" as defined in
Section 4001(a)(2) of ERISA, or (c) the termination of a Pension Plan, the
filing of a notice of intent to terminate a Pension Plan or the treatment of a
Pension Plan amendment as a termination under Section 4041 of ERISA, or (d) the
institution of
                                       20
proceedings to terminate, or to seek the appointment of a trustee with respect
to, any Pension Plan by the PBGC, or (e) any other event or condition which
would constitute grounds under Section 4042(a) of ERISA for the termination
of, or the appointment of a trustee to administer any Pension Plan, or (f)
the partial or complete withdrawal of the Borrower or any ERISA Affiliate from
a Multiemployer Plan, or (g) the imposition of a Lien pursuant to Section 412
of the Code or Section 302 of ERISA, or (h) any event or condition which
results in the reorganization or insolvency of a Multiemployer Plan under
Sections 4241 or 4245 of ERISA, (i) any event or condition which results in
the termination of a Multiemployer Plan under Section 4041A of ERISA or the
institution by PBGC of proceedings to terminate a Multiemployer Plan under
Section 4042 of ERISA or (j) the withdrawal or partial withdrawal of any
Loan Party or ERISA Affiliate from a Multiemployer Plan.

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

      "Type" means (a) with respect to a Committed Loan, its character as a
Base Rate Loan or a Eurodollar Rate Loan, and (b) with respect to a Bid Loan,
its character as an Absolute Rate Loan or a Eurodollar Margin Bid Loan.

      "Unfunded Current Liability" of any Pension Plan means the amount, if
any, by which the actuarial present value of the accumulated plan benefits
under the Pension Plan as of the close of its most recent year, determined in
accordance with actuarial assumptions at such time consistent with Statement of
<PAGE>
Financial Accounting Standards No. 87, exceeds the sum of (a) the market value
of the assets allocable thereto and (b) $100,000.

      "United States" and "U.S." mean the United States of America.

      "Unreimbursed Amount" has the meaning specified in Section 2.04(c)(i).

1.02     OTHER INTERPRETIVE PROVISIONS.

      With reference to this Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document:

            (a)   The definitions of terms herein shall apply equally to the
      singular and plural forms of the terms defined.  Whenever the context may
      require, any pronoun shall include the corresponding masculine, feminine
      and neuter forms.  The words "include," "includes" and "including" shall
      be deemed to be followed by the phrase "without limitation."  The word
      "will" shall be construed to have the same meaning and effect as the word
      "shall."  Unless the context requires otherwise, (i) any definition of or
      reference to any agreement, instrument or other document (including any
      Organization Document) shall be construed as referring to such agreement,
      instrument or other document as from time to time amended, supplemented
      or otherwise modified (subject to any restrictions on such amendments,
      supplements or modifications set forth herein or in any other Loan
      Document), (ii) any reference herein to any Person shall be construed to
      include such Person's successors and assigns, (iii) the words "herein,"
      "hereof" and "hereunder," and
                                       21
      words of similar import when used in any Loan Document, shall be
      construed to refer to such Loan Document in its entirety and not to
      any particular provision thereof, (iv) all references in a Loan Document
      to Articles, Sections, Exhibits and Schedules shall be construed to refer
      to Articles and Sections of, and Exhibits and Schedules to, the Loan
      Document in which such references appear, (v) any reference to any law
      shall include all statutory and regulatory provisions consolidating,
      amending replacing or interpreting such law and any reference to any law
      or regulation shall, unless otherwise specified, refer to such law or
      regulation as amended, modified or supplemented from time to time, and
      (vi) the words "asset" and "property" shall be construed to have the same
      meaning and effect and to refer to any and all tangible and intangible
      assets and properties, including cash, securities, accounts and contract
      rights.

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

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

1.03     ACCOUNTING TERMS.

      (a)   Generally.  All accounting terms not specifically or completely
defined herein shall be construed in conformity with, and all financial data
<PAGE>
(including financial ratios and other financial calculations) required to be
submitted pursuant to this Agreement shall be prepared in conformity with, GAAP
applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the Audited Financial Statements,
except as otherwise specifically prescribed herein.

      (b)    Changes in GAAP.  If at any time any change in GAAP would affect
the computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrower or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Borrower shall negotiate in good
faith to amend such ratio or requirement to preserve the original intent
thereof in light of such change in GAAP (subject to the approval of the
Required Lenders); provided that, until so amended, (i) such ratio or
requirement shall continue to be computed in accordance with GAAP prior to such
change therein and (ii) the Borrower shall provide to the Administrative Agent
and the Lenders financial statements and other documents required under this
Agreement or as reasonably requested hereunder setting forth a reconciliation
between calculations of such ratio or requirement made before and after giving
effect to such change in GAAP.

1.04     ROUNDING.

      Any financial ratios required to be maintained by the Borrower pursuant
to this Agreement shall be calculated by dividing the appropriate component by
the other component, carrying the result to one place more than the number of
places by which such ratio is expressed
                                       22
herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number).

1.05     TIMES OF DAY.

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

1.06     LETTER OF CREDIT AMOUNTS.

      Unless otherwise specified herein, the amount of a Letter of Credit at
any time shall be deemed to be the stated amount of such Letter of Credit in
effect at such time; provided, however, that with respect to any Letter of
Credit that, by its terms or the terms of any 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.


                               ARTICLE II
               THE COMMITMENTS AND CREDIT EXTENSIONS

2.01     COMMITTED LOANS.

      Subject to the terms and conditions set forth herein, each Lender
severally agrees to make loans (each such loan, a "Committed Loan") to the
Borrower from time to time, on any Business Day during the Availability Period,
in an aggregate amount not to exceed at any time outstanding the amount of such
<PAGE>
Lender's Commitment; provided, however, that after giving effect to any
Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate
Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans
of any Lender, plus such Lender's Applicable Percentage of the Outstanding
Amount of all L/C Obligations, plus such Lender's Applicable Percentage of the
Outstanding Amount of all Swing Line Loans shall not exceed such Lender's
Commitment.  Within the limits of each Lender's Commitment, and subject to the
other terms and conditions hereof, the Borrower may borrow under this
Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01.
Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein.

2.02     BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

      (a)   Each Committed Borrowing, each conversion of Committed Loans from
one Type to the other, and each continuation of Eurodollar Rate Committed Loans
shall be made upon the Borrower's irrevocable notice to the Administrative
Agent, which may be given by telephone.  Each such notice must be received by
the Administrative Agent not later than 11:00 a.m. (i) three Business Days
prior to the requested date of any Borrowing of, conversion to or continuation
of Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate
Committed Loans to Base Rate Committed Loans, and (ii) on the requested date of
Any
                                       23
Borrowing of Base Rate Committed Loans.  Each telephonic notice by the
Borrower pursuant to this Section 2.02(a) must be confirmed promptly by
delivery to the Administrative Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer of the Borrower.
Each Borrowing of, conversion to or continuation of Eurodollar Rate Committed
Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof.  Except as provided in Sections 2.04(c)
and 2.05(c), each Borrowing of or conversion to Base Rate Committed Loans shall
be in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof.  Each Committed Loan Notice (whether telephonic or written) shall
specify (i) whether the Borrower is requesting a Committed Borrowing, a
conversion of Committed Loans from one Type to the other, or a continuation of
Eurodollar Rate Committed Loans, (ii) the requested date of the Borrowing,
conversion or continuation, as the case may be (which shall be a Business Day),
(iii) the principal amount of Committed Loans to be borrowed, converted or
continued, (iv) the Type of Committed Loans to be borrowed or to which existing
Committed Loans are to be converted, and (v) if applicable, the duration of the
Interest Period with respect thereto.  If the Borrower fails to specify a Type
of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a
timely notice requesting a conversion or continuation, then the applicable
Committed Loans shall be made as, or converted to, Base Rate Loans.  Any such
automatic conversion to Base Rate Loans shall be effective as of the last day
of the Interest Period then in effect with respect to the applicable Eurodollar
Rate Committed Loans.  If the Borrower requests a Borrowing of, conversion to,
or continuation of Eurodollar Rate Committed Loans in any such Committed Loan
Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month.

      (b)   Following receipt of a Committed Loan Notice, the Administrative
Agent shall promptly notify each Lender of the amount of its Applicable
Percentage of the applicable Committed Loans, and if no timely notice of a
conversion or continuation is provided by the Borrower, the Administrative
<PAGE>
Agent shall notify each Lender of the details of any automatic conversion to
Base Rate Loans described in the preceding subsection.  In the case of a
Committed Borrowing, each Lender shall make the amount of its Committed Loan
available to the Administrative Agent in immediately available funds at the
Administrative Agent's Office not later than 1:00 p.m. on the Business Day
specified in the applicable Committed Loan Notice.  Upon satisfaction of the
applicable conditions set forth in Section 4.02 (and, if such Borrowing is the
initial Credit Extension, Section 4.01), the Administrative Agent shall make
all funds so received available to the Borrower in like funds as received by
the Administrative Agent either by (i) crediting the account of the Borrower on
the books of Bank of America with the amount of such funds or (ii) wire
transfer of such funds, in each case in accordance with instructions provided
to (and reasonably acceptable to) the Administrative Agent by the Borrower;
provided, however, that if, on the date the Committed Loan Notice with respect
to such Borrowing is given by the Borrower, there are L/C Borrowings
outstanding, then the proceeds of such Borrowing, first, shall be applied to
the payment in full of any such L/C Borrowings, and second, shall be made
available to the Borrower as provided above.

      (c)   Except as otherwise provided herein, a Eurodollar Rate Committed
Loan may be continued or converted only on the last day of an Interest Period
for such Eurodollar Rate Committed Loan.  During the existence of a Default, no
Loans may be requested as, converted to or continued as Eurodollar Rate
Committed Loans without the consent of the Required Lenders.
                                       24
      (d)   The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Interest Period for Eurodollar
Rate Committed Loans upon determination of such interest rate.  At any time
that Base Rate Loans are outstanding, the Administrative Agent shall notify the
Borrower and the Lenders of any change in Bank of America's prime rate used in
determining the Base Rate promptly following the public announcement of such
change.

      (e)   After giving effect to all Committed Borrowings, all conversions of
Committed Loans from one Type to the other, and all continuations of Committed
Loans as the same Type, there shall not be more than six (6) Interest Periods
in effect with respect to Committed Loans.

2.03     BID LOANS.

      (a)   General.  Subject to the terms and conditions set forth herein,
each Lender agrees that the Borrower may from time to time request that the
Lenders submit offers to make loans (each such loan, a "Bid Loan") to the
Borrower prior to the Maturity Date pursuant to this Section 2.03; provided,
however, that after giving effect to any Bid Borrowing, the Total Outstandings
shall not exceed the Aggregate Commitments.  There shall not be more than
six (6) different Interest Periods in effect with respect to Bid Loans at any
time.

      (b)   Requesting Competitive Bids.  The Borrower may request the
submission of Competitive Bids by delivering a Bid Request to the
Administrative Agent not later than 12:00 noon (i) one Business Day prior to
the requested date of any Bid Borrowing that is to consist of Absolute Rate
Loans, or (ii) four Business Days prior to the requested date of any Bid
Borrowing that is to consist of Eurodollar Margin Bid Loans.  Each Bid Request
shall specify (i) the requested date of the Bid Borrowing (which shall be a
<PAGE>
Business Day), (ii) the aggregate principal amount of Bid Loans requested
(which must be $5,000,000 or a whole multiple of $1,000,000 in excess thereof),
(iii) the Type of Bid Loans requested, and (iv) the duration of the Interest
Period with respect thereto, and shall be signed by a Responsible Officer of
the Borrower.  No Bid Request shall contain a request for (i) more than one
Type of Bid Loan or (ii) Bid Loans having more than three different Interest
Periods.  Unless the Administrative Agent otherwise agrees in its sole and
absolute discretion, the Borrower may not submit a Bid Request if it has
submitted another Bid Request within the prior five Business Days.

      (c)   Submitting Competitive Bids.

            (i)   The Administrative Agent shall promptly notify each Lender of
      each Bid Request received by it from the Borrower and the contents of
      such Bid Request.

            (ii)  Each Lender may (but shall have no obligation to) submit a
      Competitive Bid containing an offer to make one or more Bid Loans in
      response to such Bid Request.  Such Competitive Bid must be delivered to
      the Administrative Agent not later than 10:30 a.m. (A) on the requested
      date of any Bid Borrowing that is to consist of Absolute Rate Loans, and
      (B) three Business Days prior to the requested date of any Bid Borrowing
      that is to consist of Eurodollar Margin Bid Loans; provided, however,
      that any
                                       25
      Competitive Bid submitted by Bank of America in its capacity as
      a Lender in response to any Bid Request must be submitted to the
      Administrative Agent not later than 10:15 a.m. on the date on which
      Competitive Bids are required to be delivered by the other Lenders in
      response to such Bid Request.  Each Competitive Bid shall specify (A) the
      proposed date of the Bid Borrowing; (B) the principal amount of each Bid
      Loan for which such Competitive Bid is being made, which principal amount
      (x) may be equal to, greater than or less than the Commitment of the
      bidding Lender, (y) must be $5,000,000 or a whole multiple of $1,000,000
      in excess thereof, and (z) may not exceed the principal amount of Bid
      Loans for which Competitive Bids were requested; (C) if the proposed Bid
      Borrowing is to consist of Absolute Rate Bid Loans, the Absolute Rate
      offered for each such Bid Loan and the Interest Period applicable
      thereto; (D) if the proposed Bid Borrowing is to consist of Eurodollar
      Margin Bid Loans, the Eurodollar Bid Margin with respect to each such
      Eurodollar Margin Bid Loan and the Interest Period applicable thereto;
      and (E) the identity of the bidding Lender.

            (iii) Any Competitive Bid shall be disregarded if it (A) is
      received after the applicable time specified in clause (ii) above, (B) is
      not substantially in the form of a Competitive Bid as specified herein,
      (C) contains qualifying, conditional or similar language, (D) proposes
      terms other than or in addition to those set forth in the applicable Bid
      Request, or (E) is otherwise not responsive to such Bid Request.  Any
      Lender may correct a Competitive Bid containing a manifest error by
      submitting a corrected Competitive Bid (identified as such) not later
      than the applicable time required for submission of Competitive Bids.
      Any such submission of a corrected Competitive Bid shall constitute a
      revocation of the Competitive Bid that contained the manifest error.  The
      Administrative Agent may, but shall not be required to, notify any Lender
      of any manifest error it detects in such Lender's Competitive Bid.
<PAGE>
            (iv)  Subject only to the provisions of Sections 3.02, 3.03
      and 4.02 and clause (iii) above, each Competitive Bid shall be
      irrevocable.

      (d)   Notice to Borrower of Competitive Bids.  Not later than 11:00 a.m.
(i) on the requested date of any Bid Borrowing that is to consist of Absolute
Rate Loans, or (ii) three Business Days prior to the requested date of any Bid
Borrowing that is to consist of Eurodollar Margin Bid Loans, the Administrative
Agent shall notify the Borrower of the identity of each Lender that has
submitted a Competitive Bid that complies with Section 2.03(c) and of the terms
of the offers contained in each such Competitive Bid.

      (e)  Acceptance of Competitive Bids.  Not later than 11:30 a.m. (i) on
the requested date of any Bid Borrowing that is to consist of Absolute Rate
Loans, and (ii) three Business Days prior to the requested date of any Bid
Borrowing that is to consist of Eurodollar Margin Bid Loans, the Borrower shall
notify the Administrative Agent of its acceptance or rejection of the offers
notified to it pursuant to Section 2.03(d).  The Borrower shall be under no
obligation to accept any Competitive Bid and may choose to reject all
Competitive Bids.  In the case of acceptance, such notice shall specify the
aggregate principal amount of Competitive Bids for each Interest Period that is
accepted.  The Borrower may accept any Competitive Bid in whole or in part;
provided that:
                                       26
            (i)   the aggregate principal amount of each Bid Borrowing may not
      exceed the applicable amount set forth in the related Bid Request;

            (ii)  the principal amount of each Bid Loan must be $5,000,000 or a
      whole multiple of $1,000,000 in excess thereof;

            (iii) the acceptance of offers may be made only on the basis of
      ascending Absolute Rates or Eurodollar Bid Margins within each Interest
      Period; and

            (iv)  the Borrower may not accept any offer that is described in
      Section 2.03(c)(iii) or that otherwise fails to comply with the
      requirements hereof.

      (f)   Procedure for Identical Bids.  If two or more Lenders have
submitted Competitive Bids at the same Absolute Rate or Eurodollar Bid Margin,
as the case may be, for the same Interest Period, and the result of accepting
all of such Competitive Bids in whole (together with any other Competitive Bids
at lower Absolute Rates or Eurodollar Bid Margins, as the case may be, accepted
for such Interest Period in conformity with the requirements of
Section 2.03(e)(iii)) would be to cause the aggregate outstanding principal
amount of the applicable Bid Borrowing to exceed the amount specified therefor
in the related Bid Request, then, unless otherwise agreed by the Borrower, the
Administrative Agent and such Lenders, such Competitive Bids shall be accepted
as nearly as possible in proportion to the amount offered by each such Lender
in respect of such Interest Period, with such accepted amounts being rounded to
the nearest whole multiple of $1,000,000.

      (g)    Notice to Lenders of Acceptance or Rejection of Bids.  The
Administrative Agent shall promptly notify each Lender having submitted a
Competitive Bid whether or not its offer has been accepted and, if its offer
has been accepted, of the amount of the Bid Loan or Bid Loans to be made by it
<PAGE>
on the date of the applicable Bid Borrowing.  Any Competitive Bid or portion
thereof that is not accepted by the Borrower by the applicable time specified
in Section 2.03(e) shall be deemed rejected.

      (h)   Notice of Eurodollar Rate.  If any Bid Borrowing is to consist of
Eurodollar Margin Loans, the Administrative Agent shall determine the
Eurodollar Rate for the relevant Interest Period, and promptly after making
such determination, shall notify the Borrower and the Lenders that will be
participating in such Bid Borrowing of such Eurodollar Rate.

      (i)   Funding of Bid Loans.  Each Lender that has received notice
pursuant to Section 2.03(g) that all or a portion of its Competitive Bid has
been accepted by the Borrower shall make the amount of its Bid Loan(s)
available to the Administrative Agent in immediately available funds at the
Administrative Agent's Office not later than 1:00 p.m. on the date of the
requested Bid Borrowing.  Upon satisfaction of the applicable conditions set
forth in Section 4.02, the Administrative Agent shall make all funds so
received available to the Borrower in like funds as received by the
Administrative Agent.
                                       27
      (j)   Notice of Range of Bids.  After each Competitive Bid auction
pursuant to this Section 2.03, the Administrative Agent shall notify each
Lender that submitted a Competitive Bid in such auction of the ranges of bids
submitted (without the bidder's name) and accepted for each Bid Loan and the
aggregate amount of each Bid Borrowing.

2.04     LETTERS OF CREDIT.

      (a)   The Letter of Credit Commitment.

            (i)   Subject to the terms and conditions set forth herein, (A) the
      L/C Issuer agrees, in reliance upon the agreements of the Lenders set
      forth in this Section 2.04, (1) from time to time on any Business Day
      during the period from the Closing Date until the Letter of Credit
      Expiration Date, to issue Letters of Credit for the account of the
      Borrower, and to amend or extend Letters of Credit previously issued by
      it, in accordance with subsection (b) below, and (2) to honor drawings
      under the Letters of Credit; and (B) the Lenders severally agree to
      participate in Letters of Credit issued for the account of the Borrower
      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 Aggregate Commitments, (y) the
      aggregate Outstanding Amount of the Committed Loans of any Lender, plus
      such Lender's Applicable Percentage of the Outstanding Amount of all L/C
      Obligations, plus such Lender's Applicable Percentage of the Outstanding
      Amount of all Swing Line Loans 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.
<PAGE>
            (ii)  The L/C Issuer shall not issue any Letter of Credit, if:

                  (A)   subject to Section 2.04(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

                  (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 L/C Issuer shall not be under any obligation to issue any
      Letter of Credit if:
                                       28
                  (A)   any order, judgment or decree of any Governmental
            Authority or arbitrator shall by its terms purport to enjoin or
            restrain the L/C Issuer from issuing such Letter of Credit, or any
            Law applicable to the L/C Issuer or any request or directive
            (whether or not having the force of law) from any Governmental
            Authority with jurisdiction over the L/C Issuer shall prohibit, or
            request that the L/C Issuer refrain from, the issuance of letters
            of credit generally or such Letter of Credit in particular or shall
            impose upon the L/C Issuer with respect to such Letter of Credit
            any restriction, reserve or capital requirement (for which the L/C
            Issuer is not otherwise compensated hereunder) not in effect on the
            Closing Date, or shall impose upon the L/C Issuer any unreimbursed
            loss, cost or expense which was not applicable on the Closing Date
            and which the L/C Issuer in good faith deems material to it;

                  (B)   the issuance of such Letter of Credit would violate one
            or more policies of the L/C Issuer applicable to all of such L/C
            Issuer's letter of credit applicants;

                  (C)   except as otherwise agreed by the Administrative Agent
            and the L/C Issuer, such Letter of Credit is in an initial stated
            amount less than $100,000, in the case of a commercial Letter of
            Credit, or $500,000, in the case of a standby Letter of Credit;

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

                  (E)   a default of any Lender's obligations to fund under
            Section 2.04(c) exists or any Lender is at such time a Defaulting
            Lender hereunder, unless the L/C Issuer has entered into
            satisfactory arrangements with the Borrower or such Lender to
            eliminate the L/C Issuer's risk with respect to such Lender.

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

            (v)   The L/C Issuer shall be under no obligation to amend any
      Letter of Credit if (A) the L/C Issuer would have no obligation at such
      time to issue such Letter of Credit in its amended form under the terms
      hereof, or (B) the beneficiary of such Letter of Credit does not accept
      the proposed amendment to such Letter of Credit.
<PAGE>
            (vi)  The L/C Issuer shall act on behalf of the Lenders with
      respect to any Letters of Credit issued by it and the documents
      associated therewith, and the L/C Issuer shall have all of the benefits
      and immunities (A) provided to the Administrative Agent in Article X with
      respect to any acts taken or omissions suffered by the L/C Issuer 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
                                       29
      Agent" as used in Article X included the L/C Issuer with respect to such
      acts or omissions, and (B) as additionally provided herein with respect
      to the L/C Issuer.

      (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 L/C Issuer
      (with a copy to the Administrative Agent) in the form of a Letter of
      Credit Application, appropriately completed and signed by a Responsible
      Officer of the Borrower.  Such Letter of Credit Application must be
      received by the L/C Issuer 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 L/C Issuer may agree in a particular
      instance in their sole discretion) prior to the proposed issuance date or
      date of amendment, as the case may be.  In the case of a request for an
      initial issuance of a Letter of Credit, such Letter of Credit Application
      shall specify in form and detail satisfactory to the L/C Issuer: (A) the
      proposed issuance date of the requested Letter of Credit (which shall be
      a Business Day); (B) the amount thereof; (C) the expiry date thereof;
      (D) the name and address of the beneficiary thereof; (E) the documents to
      be presented by such beneficiary in case of any drawing thereunder;
      (F) the full text of any certificate to be presented by such beneficiary
      in case of any drawing thereunder; and (G) such other matters as the L/C
      Issuer may require.  In the case of a request for an amendment of any
      outstanding Letter of Credit, such Letter of Credit Application shall
      specify in form and detail satisfactory to the L/C Issuer (A) the Letter
      of Credit to be amended; (B) the proposed date of amendment thereof
      (which shall be a Business Day); (C) the nature of the proposed
      amendment; and (D) such other matters as the L/C Issuer may require.
      Additionally, the Borrower shall furnish to the L/C Issuer and the
      Administrative Agent such other documents and information pertaining to
      such requested Letter of Credit issuance or amendment, including any
      Issuer Documents, as the L/C Issuer or the Administrative Agent may
      require.

            (ii)  Promptly after receipt of any Letter of Credit Application,
      the L/C Issuer will confirm with the Administrative Agent (by telephone
      or in writing) that the Administrative Agent has received a copy of such
      Letter of Credit Application from the Borrower and, if not, the L/C
      Issuer will provide the Administrative Agent with a copy thereof.  Unless
      the L/C Issuer has received written notice from any Lender, the
      Administrative Agent or any Loan Party, at least one Business Day prior
      to the requested date of issuance or amendment of the applicable Letter
      of Credit, that one or more applicable conditions contained in Article IV
      shall not then be satisfied, then, subject to the terms and conditions
<PAGE>
      hereof, the L/C Issuer shall, on the requested date, issue a Letter of
      Credit for the account of the Borrower or enter into the applicable
      amendment, as the case may be, in each case in accordance with the L/C
      Issuer's usual and customary business practices.  Immediately upon the
      issuance of each Letter of Credit, each Lender shall be deemed to, and
      hereby irrevocably and unconditionally agrees to, purchase from the L/C
      Issuer a risk participation in such Letter of Credit in an amount equal
      to the product of such Lender's Applicable Percentage times the amount of
      such Letter of Credit.
                                       30
            (iii) If the Borrower so requests in any applicable Letter of
      Credit Application, the L/C Issuer may, in its sole and absolute
      discretion, agree to issue a Letter of Credit that has automatic
      extension provisions (each, an "Auto-Extension Letter of Credit");
      provided that any such Auto-Extension Letter of Credit must permit the
      L/C Issuer to prevent any such extension at least once in each
      twelve-month period (commencing with the date of issuance of such Letter
      of Credit) by giving prior notice to the beneficiary thereof not later
      than a day (the "Non-Extension Notice Date") in each such twelve-month
      period to be agreed upon at the time such Letter of Credit is issued.
      Unless otherwise directed by the L/C Issuer, the Borrower shall not be
      required to make a specific request to the L/C Issuer for any such
      extension.  Once an Auto-Extension Letter of Credit has been issued, the
      Lenders shall be deemed to have authorized (but may not require) the L/C
      Issuer to permit the extension of such Letter of Credit at any time to an
      expiry date not later than the Letter of Credit Expiration Date;
      provided, however, that the L/C Issuer shall not permit any such
      extension if (A) the L/C Issuer has determined that it would not be
      permitted, or would have no obligation, at such time to issue such Letter
      of Credit in its revised form (as extended) under the terms hereof (by
      reason of the provisions of clause (ii) or (iii) of Section 2.04(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
      Non-Extension 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 4.02 is not then
      satisfied, and in each such case directing the L/C Issuer not to permit
      such extension.

            (iv)  Any Lender with a Commitment (in such capacity, a
      "Discretionary L/C Issuer") may from time to time, at the written request
      of the Borrower (with a copy to the Administrative Agent) and with the
      consent of the Administrative Agent (such consent not to be unreasonably
      withheld), and in such Lender's sole discretion, agree to issue one or
      more Letters of Credit for the account of the Borrower on the same terms
      and conditions in all respects as are applicable to the Letters of Credit
      issued by the L/C Issuer hereunder by executing and delivering to the
      Administrative Agent a written agreement to such effect, among (and in
      form and substance satisfactory to) the Borrower, the Administrative
      Agent and such Discretionary L/C Issuer.  With respect to each of the
      Letters of Credit issued (or to be issued) thereby, each of the
      Discretionary L/C Issuers shall have all of the same rights and
      obligations under and in respect of this Agreement and the other Loan
      Documents, and shall be entitled to all of the same benefits (including,
      without limitation, the rights, obligations and benefits set forth in
<PAGE>
      Sections 2.04, 10.07 and 11.04), as are afforded to the L/C Issuer
      hereunder and thereunder.  The Administrative Agent shall promptly notify
      each of the Lenders with a Commitment of the appointment of any
      Discretionary L/C Issuer.  Each Discretionary L/C Issuer shall provide to
      the Administrative Agent, on a monthly basis, a report that details the
      activity with respect to each Letter of Credit issued by such
      Discretionary L/C Issuer (including an indication of the maximum amount
      then in effect with respect to each such Letter of Credit).
                                       31
            (v)   Promptly after its delivery of any Letter of Credit or any
      amendment to a Letter of Credit to an advising bank with respect thereto
      or to the beneficiary thereof, the L/C Issuer will also deliver to the
      Borrower and the Administrative Agent a true and complete copy of such
      Letter of Credit or amendment.

      (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 L/C Issuer shall
      notify the Borrower and the Administrative Agent thereof.  Not later than
      11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of
      Credit (each such date, an "Honor Date"), the Borrower shall reimburse
      the L/C Issuer through the Administrative Agent in an amount equal to the
      amount of such drawing.  If the Borrower fails to so reimburse the L/C
      Issuer by such time, the Administrative Agent shall promptly notify each
      Lender of the Honor Date, the amount of the unreimbursed drawing (the
      "Unreimbursed Amount"), and the amount of such Lender's Applicable
      Percentage thereof.  In such event, the Borrower shall be deemed to have
      requested a Committed Borrowing of Base Rate 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 Base Rate Loans, but subject to the amount of the unutilized
      portion of the Aggregate Commitments and the conditions set forth in
      Section 4.02 (other than the delivery of a Committed Loan Notice).  Any
      notice given by the L/C Issuer or the Administrative Agent pursuant to
      this Section 2.04(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 Lender shall upon any notice pursuant to
      Section 2.04(c)(i) make funds available to the Administrative Agent for
      the account of the L/C Issuer at the Administrative Agent's Office in an
      amount equal to its Applicable Percentage 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 2.04(c)(iii), each Lender that so makes funds available shall be
      deemed to have made a Base Rate Committed Loan to the Borrower in such
      amount.  The Administrative Agent shall remit the funds so received to
      the L/C Issuer.

            (iii) With respect to any Unreimbursed Amount that is not fully
      refinanced by a Committed Borrowing of Base Rate Loans because the
      conditions set forth in Section 4.02 cannot be satisfied or for any other
      reason, the Borrower shall be deemed to have incurred from the L/C Issuer
      an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
<PAGE>
      refinanced, which L/C Borrowing shall be due and payable on demand
      (together with interest) and shall bear interest at the Default Rate.  In
      such event, each Lender's payment to the Administrative Agent for the
      account of the L/C Issuer pursuant to Section 2.04(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 2.04.
                                       32
            (iv)  Until each Lender funds its Committed Loan or L/C Advance
      pursuant to this Section 2.04(c) to reimburse the L/C Issuer for any
      amount drawn under any Letter of Credit, interest in respect of such
      Lender's Applicable Percentage of such amount shall be solely for the
      account of the L/C Issuer.

            (v)   Each Lender's obligation to make Committed Loans or L/C
      Advances to reimburse the L/C Issuer for amounts drawn under Letters of
      Credit, as contemplated by this Section 2.04(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 L/C Issuer, 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 Lender's
      obligation to make Committed Loans pursuant to this Section 2.04(c) is
      subject to the conditions set forth in Section 4.02 (other than delivery
      by the Borrower of a Committed Loan Notice).  No such making of an L/C
      Advance shall relieve or otherwise impair the obligation of the Borrower
      to reimburse the L/C Issuer for the amount of any payment made by the L/C
      Issuer under any Letter of Credit, together with interest as provided
      herein.

            (vi)  If any Lender fails to make available to the Administrative
      Agent for the account of the L/C Issuer any amount required to be paid by
      such Lender pursuant to the foregoing provisions of this Section 2.04(c)
      by the time specified in Section 2.04(c)(ii), the L/C Issuer 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 L/C Issuer at a rate per annum equal to the
      greater of the Federal Funds Rate and a rate determined by the L/C Issuer
      in accordance with banking industry rules on interbank compensation.  A
      certificate of the L/C Issuer submitted to any Lender (through the
      Administrative Agent) with respect to any amounts owing under this
      clause (vi) shall be conclusive absent manifest error.

      (d)   Repayment of Participations.

            (i)   At any time after the L/C Issuer has made a payment under any
      Letter of Credit and has received from any Lender such Lender's L/C
      Advance in respect of such payment in accordance with Section 2.04(c), if
      the Administrative Agent receives for the account of the L/C Issuer 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 Applicable
      Percentage thereof (appropriately adjusted, in the case of interest
<PAGE>
      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.
                                       33
            (ii)  If any payment received by the Administrative Agent for the
      account of the L/C Issuer pursuant to Section 2.04(c)(i) is required to
      be returned under any of the circumstances described in Section 11.05
      (including pursuant to any settlement entered into by the L/C Issuer in
      its discretion), each Lender shall pay to the Administrative Agent for
      the account of the L/C Issuer its Applicable Percentage 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 Rate from time to time in effect.  The
      obligations of the Lenders under this clause shall survive the payment in
      full of the Obligations and the termination of this Agreement.

      (e)   Obligations Absolute.  The obligation of the Borrower to reimburse
the L/C Issuer 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 Loan Document;

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

            (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.
<PAGE>
      The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim
of noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C
                                       34
Issuer.  The Borrower shall be conclusively deemed to have waived any such
claim against the L/C Issuer and its correspondents unless such notice is
given as aforesaid.

      (f)   Role of L/C Issuer.  Each Lender and the Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document.  None of the L/C Issuer,
the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable to any
Lender for (i) any action taken or omitted in connection herewith at the
request or with the approval of the Lenders or the Required Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross negligence
or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
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.  None of the L/C Issuer, the Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of
the L/C Issuer shall be liable or responsible for any of the matters described
in clauses (i) through (v) of Section 2.04(e); provided, however, that anything
in such clauses to the contrary notwithstanding, the Borrower may have a claim
against the L/C Issuer, and the L/C Issuer 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 L/C Issuer's willful misconduct or gross negligence or the L/C
Issuer's willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of Credit.  In
furtherance and not in limitation of the foregoing, the L/C Issuer may accept
documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary,
and the L/C Issuer shall not be responsible for the validity or sufficiency of
any instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason.

      (g)   Cash Collateral.  Upon the request of the Administrative Agent,
(i) if the L/C Issuer 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 2.06 and 9.02(c) set forth certain additional requirements to deliver
Cash Collateral hereunder.  For purposes of this Section 2.04, Section 2.06 and
Section 9.02(c), "Cash Collateralize" means to pledge and deposit with or
<PAGE>
deliver to the Administrative Agent, for the benefit of the L/C Issuer 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 L/C Issuer (which documents are hereby consented
to by the Lenders).  Derivatives of such term have corresponding meanings.  The
Borrower hereby grants
                                       35
to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders,
a security interest in all such cash, deposit accounts and all balances
therein and all proceeds of the foregoing.  Cash Collateral shall be maintained
in blocked, non-interest bearing deposit accounts at Bank of America.

      (h)   Applicability of ISP and UCP.  Unless otherwise expressly agreed by
the L/C Issuer 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.

      (i)   Letter of Credit Fees.  The Borrower shall pay to the
Administrative Agent for the account of each Lender in accordance with its
Applicable Percentage a Letter of Credit fee (the "Letter of Credit Fee") for
each Letter of Credit equal to the Applicable Rate times the daily amount
available to be drawn under such Letter of Credit.  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 1.06.
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 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 the Default Rate.

      (j)   Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer.  The Borrower shall pay directly to the L/C Issuer for its own account
a fronting fee (i) with respect to each commercial Letter of Credit, at the
rate per annum specified in the Fee Letter, computed on the amount of such
Letter of Credit and for the stated duration thereof, 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 L/C Issuer, 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 specified in
the Fee Letter, computed on the daily amount available to be drawn under such
Letter of Credit 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 1.06.  In addition, the Borrower shall pay directly to
<PAGE>
the L/C Issuer for its own account the customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of
the L/C Issuer 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.
                                       36
      (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.

2.05     SWING LINE LOANS.

      (a)   The Swing Line.  Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees, in reliance upon the agreements of the
other Lenders set forth in this Section 2.05, to make loans (each such loan, a
"Swing Line Loan") to the Borrower from time to time on any Business Day during
the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit, notwithstanding the fact
that such Swing Line Loans, when aggregated with the Applicable Percentage of
the Outstanding Amount of Committed Loans and L/C Obligations of the Lender
acting as Swing Line Lender, may exceed the amount of such Lender's Commitment;
provided, however, that after giving effect to any Swing Line Loan, (i) the
Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the
aggregate Outstanding Amount of the Committed Loans of any Lender, plus such
Lender's Applicable Percentage of the Outstanding Amount of all L/C
Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount
of all Swing Line Loans shall not exceed such Lender's Commitment, and
provided, further, that the Borrower shall not use the proceeds of any Swing
Line Loan to refinance any outstanding Swing Line Loan.  Within the foregoing
limits, and subject to the other terms and conditions hereof, the Borrower may
borrow under this Section 2.05, prepay under Section 2.06, and reborrow under
this Section 2.05.  Each Swing Line Loan shall be a Base Rate Loan.
Immediately upon the making of a Swing Line Loan, each Lender shall be deemed
to, and hereby irrevocably and unconditionally agrees to, purchase from the
Swing Line Lender a risk participation in such Swing Line Loan in an amount
equal to the product of such Lender's Applicable Percentage times the amount of
such Swing Line Loan.

      (b)   Borrowing Procedures.  Each Swing Line Borrowing shall be made upon
the Borrower's irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone.  Each such notice must
be received by the Swing Line Lender and the Administrative Agent not later
than 1:00 p.m. on the requested borrowing date, and shall specify (i) the
amount to be borrowed, which shall be a minimum of $500,000, and (ii) the
requested borrowing date, which shall be a Business Day.  Each such telephonic
notice must be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower.  Promptly after
receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the
Swing Line Lender will confirm with the Administrative Agent (by telephone or
in writing) that the Administrative Agent has also received such Swing Line
Loan Notice and, if not, the Swing Line Lender will notify the Administrative
Agent (by telephone or in writing) of the contents thereof.  Unless the Swing
Line Lender has received notice (by telephone or in writing) from the
Administrative Agent (including at the request of any Lender) prior to
2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the
<PAGE>
Swing Line Lender not to make such Swing Line Loan as a result of the
limitations set forth in the proviso to the first sentence of Section 2.05(a),
or (B) that one or more of the applicable conditions specified in Article IV is
not then satisfied, then, subject to the terms and conditions hereof, the
                                       37
Swing Line Lender will, not later than 3:00 p.m. on the borrowing date
specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Borrower.

      (c)   Refinancing of Swing Line Loans.

            (i)   The Swing Line Lender at any time in its sole and absolute
      discretion may request, on behalf of the Borrower (which hereby
      irrevocably authorizes the Swing Line Lender to so request on its
      behalf), that each Lender make a Base Rate Committed Loan in an amount
      equal to such Lender's Applicable Percentage of the amount of Swing Line
      Loans then outstanding.  Such request shall be made in writing (which
      written request shall be deemed to be a Committed Loan Notice for
      purposes hereof) and in accordance with the requirements of Section 2.02,
      without regard to the minimum and multiples specified therein for the
      principal amount of Base Rate Loans, but subject to the unutilized
      portion of the Aggregate Commitments and the conditions set forth in
      Section 4.02.  The Swing Line Lender shall furnish the Borrower with a
      copy of the applicable Committed Loan Notice promptly after delivering
      such notice to the Administrative Agent.  Each Lender shall make an
      amount equal to its Applicable Percentage of the amount specified in such
      Committed Loan Notice available to the Administrative Agent in
      immediately available funds for the account of the Swing Line Lender at
      the Administrative Agent's Office not later than 1:00 p.m. on the day
      specified in such Committed Loan Notice, whereupon, subject to
      Section 2.05(c)(ii), each Lender that so makes funds available shall be
      deemed to have made a Base Rate Committed Loan to the Borrower in such
      amount.  The Administrative Agent shall remit the funds so received to
      the Swing Line Lender.

            (ii)  If for any reason any Swing Line Loan cannot be refinanced by
      such a Committed Borrowing in accordance with Section 2.05(c)(i), the
      request for Base Rate Committed Loans submitted by the Swing Line Lender
      as set forth herein shall be deemed to be a request by the Swing Line
      Lender that each of the Lenders fund its risk participation in the
      relevant Swing Line Loan and each Lender's payment to the Administrative
      Agent for the account of the Swing Line Lender pursuant to
      Section 2.05(c)(i) shall be deemed payment in respect of such
      participation.

            (iii) If any Lender fails to make available to the Administrative
      Agent for the account of the Swing Line Lender any amount required to be
      paid by such Lender pursuant to the foregoing provisions of this
      Section 2.05(c) by the time specified in Section 2.05(c)(i), the Swing
      Line Lender 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 Swing Line Lender at a
      rate per annum equal to the greater of the Federal Funds Rate and a rate
      determined by the Swing Line Lender in accordance with banking industry
      rules on interbank compensation.  A certificate of the Swing Line Lender
<PAGE>
      submitted to any Lender (through the Administrative Agent) with respect
      to any amounts owing under this clause (iii) shall be conclusive absent
      manifest error.
                                       38
            (iv)  Each Lender's obligation to make Committed Loans or to
      purchase and fund risk participations in Swing Line Loans pursuant to
      this Section 2.05(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
      Swing Line Lender, 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 Lender's obligation to make
      Committed Loans pursuant to this Section 2.05(c) is subject to the
      conditions set forth in Section 4.02.  No such funding of risk
      participations shall relieve or otherwise impair the obligation of the
      Borrower to repay Swing Line Loans, together with interest as provided
      herein.

      (d)   Repayment of Participations.

            (i)   At any time after any Lender has purchased and funded a risk
      participation in a Swing Line Loan, if the Swing Line Lender receives any
      payment on account of such Swing Line Loan, the Swing Line Lender will
      distribute to such Lender its Applicable Percentage of such payment
      (appropriately adjusted, in the case of interest payments, to reflect the
      period of time during which such Lender's risk participation was funded)
      in the same funds as those received by the Swing Line Lender.

            (ii)  If any payment received by the Swing Line Lender in respect
      of principal or interest on any Swing Line Loan is required to be
      returned by the Swing Line Lender under any of the circumstances
      described in Section 11.05 (including pursuant to any settlement entered
      into by the Swing Line Lender in its discretion), each Lender shall pay
      to the Swing Line Lender its Applicable Percentage thereof on demand of
      the Administrative Agent, plus interest thereon from the date of such
      demand to the date such amount is returned, at a rate per annum equal to
      the Federal Funds Rate.  The Administrative Agent will make such demand
      upon the request of the Swing Line Lender.  The obligations of the
      Lenders under this clause shall survive the payment in full of the
      Obligations and the termination of this Agreement.

      (e)   Interest for Account of Swing Line Lender.  The Swing Line Lender
shall be responsible for invoicing the Borrower for interest on the Swing Line
Loans.  Until each Lender funds its Base Rate Committed Loan or risk
participation pursuant to this Section 2.05 to refinance such Lender's
Applicable Percentage of any Swing Line Loan, interest in respect of such
Applicable Percentage shall be solely for the account of the Swing Line Lender.

      (f)   Payments Directly to Swing Line Lender.  The Borrower shall make
all payments of principal and interest in respect of the Swing Line Loans
directly to the Swing Line Lender.

2.06     PREPAYMENTS.

      (a)   The Borrower may, upon notice to the Administrative Agent, at any
<PAGE>
time or from time to time voluntarily prepay Committed Loans in whole or in
part without premium or penalty; provided that (i) such notice must be received
by the Administrative Agent not later than
                                       39
11:00 a.m. (A) three Business Days prior to any date of prepayment of
Eurodollar Rate Committed Loans and (B) on the date of prepayment of Base Rate
Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall
be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in
excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be
in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof or, in each case, if less, the entire principal amount thereof then
outstanding.  Each such notice shall specify the date and amount of such
prepayment and the Type(s) of Committed Loans to be prepaid.  The
Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of the amount of such Lender's Applicable Percentage of such
prepayment.  If such notice is given by the Borrower, the Borrower shall make
such prepayment and the payment amount specified in such notice shall be due
and payable on the date specified therein.  Any prepayment of a Eurodollar Rate
Loan shall be accompanied by all accrued interest on the amount prepaid,
together with any additional amounts required pursuant to Section 3.05.  Each
such prepayment shall be applied to the Committed Loans of the Lenders in
accordance with their respective Applicable Percentages.

      (b)   No Bid Loan may be prepaid without the prior consent of the
applicable Bid Loan Lender.

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

      (d)   If for any reason the Total Outstandings at any time exceed the
Aggregate Commitments 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 2.06(d) unless after the prepayment in full of the Committed Loans and
Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then
in effect.

2.07     TERMINATION OR REDUCTION OF COMMITMENTS.

      The Borrower may, upon notice to the Administrative Agent, terminate the
Aggregate Commitments, or from time to time permanently reduce the Aggregate
Commitments; provided that (i) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m. five Business Days prior to the
date of termination or reduction, (ii) any such partial reduction shall be in
an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in
excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate
Commitments if, after giving effect thereto and to any concurrent prepayments
<PAGE>
hereunder, the Total Outstandings would exceed the Aggregate Commitments, and
(iv) if, after giving effect to any reduction of the Aggregate Commitments, the
Letter of Credit Sublimit or the Swing Line Sublimit exceeds the
                                       40
amount of the Aggregate Commitments, such Sublimit shall be automatically
reduced by the amount of such excess.  The Administrative Agent will promptly
notify the Lenders of any such notice of termination or reduction of the
Aggregate Commitments.  Any reduction of the Aggregate Commitments shall be
applied to the Commitment of each Lender according to its Applicable
Percentage.  All fees accrued until the effective date of any termination of
the Aggregate Commitments shall be paid on the effective date of such
termination.

2.08     REPAYMENT OF LOANS.

      (a)   The Borrower shall repay to the Lenders on the Maturity Date the
aggregate principal amount of Committed Loans outstanding on such date.

      (b)   The Borrower shall repay each Bid Loan on the last day of the
Interest Period in respect thereof.

      (c)   The Borrower shall repay each Swing Line Loan on the earlier to
occur of (i) the date ten Business Days after such Loan is made and (ii) the
Maturity Date.

2.09     INTEREST.

      (a)   Subject to the provisions of subsection (b) below, (i) each
Eurodollar Rate Committed Loan shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the
Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each
Base Rate Committed Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to
the Base Rate plus the Applicable Rate; (iii) each Bid Loan shall bear interest
on the outstanding principal amount thereof for the Interest Period therefor at
a rate per annum equal to the Eurodollar Rate for such Interest Period plus (or
minus) the Eurodollar Bid Margin, or at the Absolute Rate for such Interest
Period, as the case may be; and (iv) each Swing Line Loan shall bear interest
on the outstanding principal amount thereof from the applicable borrowing date
at a rate per annum equal to (x) the Base Rate plus the Applicable Rate or
(y) such other rate as the Borrower and the Swing Line Lender shall mutually
agree upon.

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

            (ii)  If any amount (other than principal of any Loan) payable by
      the Borrower under any Loan Document is not paid when due (without regard
      to any applicable grace periods), whether at stated maturity, by
      acceleration or otherwise, then upon the request of the Required Lenders,
      such amount shall thereafter bear interest at a fluctuating interest rate
      per annum at all times equal to the Default Rate to the fullest extent
      permitted by applicable Laws.
                                       41
<PAGE>
            (iii) Upon the request of the Required Lenders, while any Event of
      Default exists, the Borrower shall pay interest on the principal amount
      of all outstanding Obligations hereunder at a fluctuating interest rate
      per annum at all times equal to the Default Rate to the fullest extent
      permitted by applicable Laws.

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

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

2.10     FEES.

      In addition to certain fees described in subsections (i) and (j) of
Section 2.04:

            (a)   Facility Fee.  The Borrower shall pay to the Administrative
      Agent for the account of each Lender in accordance with its Applicable
      Percentage, a facility fee equal to the Applicable Rate times the actual
      daily amount of  the Aggregate Commitments (or, if the Aggregate
      Commitments have terminated, on the Outstanding Amount of all Committed
      Loans, Swing Line Loans and L/C Obligations), regardless of usage.  The
      facility fee shall accrue at all times during the Availability Period
      (and thereafter so long as any Committed Loans, Swing Line Loans or L/C
      Obligations remain outstanding), including at any time during which one
      or more of the conditions in Article IV is not met, and shall be due and
      payable quarterly in arrears on the last Business Day of each March,
      June, September and December, commencing with the first such date to
      occur after the Closing Date, and on the Maturity Date (and, if
      applicable, thereafter on demand).  The facility fee shall be calculated
      quarterly in arrears, and if there is any change in the Applicable Rate
      during any quarter, the actual daily amount shall be computed and
      multiplied by the Applicable Rate separately for each period during such
      quarter that such Applicable Rate was in effect.

            (b)   Other Fees.

                  (i)   The Borrower shall pay to the Arranger and the
            Administrative Agent for their own respective accounts fees in the
            amounts and at the times specified in the Fee Letter.  Such fees
            shall be fully earned when paid and shall not be refundable for any
            reason whatsoever.

                  (ii)  The Borrower shall pay to the Lenders such fees as
            shall have been separately agreed upon in writing in the amounts
            and at the times so specified.  Such fees shall be fully earned
            when paid and shall not be refundable for any reason whatsoever.
                                       42
2.11     COMPUTATION OF INTEREST AND FEES.

      All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America's "prime rate" shall be made on the basis of a
<PAGE>
year of 365 or 366 days, as the case may be, and actual days elapsed.  All
other computations of fees and interest shall be made on the basis of a 360-day
year and actual days elapsed (which results in more fees or interest, as
applicable, being paid than if computed on the basis of a 365-day year).
Interest shall accrue on each Loan for the day on which the Loan is made, and
shall not accrue on a Loan, or any portion thereof, for the day on which the
Loan or such portion is paid, provided that any Loan that is repaid on the same
day on which it is made shall, subject to Section 2.13(a), bear interest for
one day.  Each determination by the Administrative Agent of an interest rate or
fee hereunder shall be conclusive and binding for all purposes, absent manifest
error.

2.12     EVIDENCE OF DEBT.

      (a)   The Credit Extensions made by each Lender shall be evidenced by one
or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business.  The accounts or records maintained
by the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the
Borrower and the interest and payments thereon.  Any failure to so record or
any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder to pay any amount owing with respect to
the Obligations.  In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error.  The
Borrower shall execute and deliver to each Lender (through the Administrative
Agent) a Note, which shall evidence such Lender's Loans in addition to such
accounts or records.  Each Lender may attach schedules to its Note and endorse
thereon the date, Type (if applicable), amount and maturity of its Loans and
payments with respect thereto.

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

2.13     PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK.

      (a)    General.  All payments to be made by the Borrower shall be made
without condition or deduction for any counterclaim, defense, recoupment or
setoff.  Except as otherwise expressly provided herein, all payments by the
Borrower hereunder shall be made to the Administrative Agent, for the account
of the respective Lenders to which such payment is owed, at the Administrative
Agent's Office in Dollars and in immediately available funds not later than
2:00 p.m. on the date specified herein.  The Administrative Agent will promptly
distribute to
                                       43
each Lender its Applicable Percentage (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer
to such Lender's Lending Office.  All payments received by the Administrative
Agent after 2:00 p.m. shall be deemed received on the next succeeding Business
Day and any applicable interest or fee shall continue to accrue.  If any
<PAGE>
payment to be made by the Borrower shall come due on a day other than a
Business Day, payment shall be made on the next following Business Day, and
such extension of time shall be reflected in computing interest or fees, as the
case may be.

      (b)   (i)   Funding by Lenders; Presumption by Administrative Agent.
      Unless the Administrative Agent shall have received notice from a Lender
      prior to the proposed date of any Committed Borrowing that such Lender
      will not make available to the Administrative Agent such Lender's share
      of such Committed 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 Committed 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 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 Base Rate 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 Committed Borrowing to the Administrative Agent, then the
      amount so paid shall constitute such Lender's Committed Loan included in
      such Committed 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.

            (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 L/C Issuer
      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 L/C Issuer, 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 L/C Issuer, 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 L/C Issuer, 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 Rate and a rate determined by the
                                       44
      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.
<PAGE>
      (c)   Failure to Satisfy Conditions Precedent.  If any Lender makes
available to the Administrative Agent funds for any Loan to be made by such
Lender as provided in the foregoing provisions of this Article II, and such
funds are not made available to the Borrower by the Administrative Agent
because the conditions to the applicable Credit Extension set forth in
Article IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.

      (d)   Obligations of Lenders Several.  The obligations of the Lenders
hereunder to make Committed Loans, to fund participations in Letters of Credit
and Swing Line Loans and to make payments pursuant to Section 11.04(c) are
several and not joint.  The failure of any Lender to make any Committed Loan,
to fund any such participation or to make any payment under Section 11.04(c) on
any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Committed Loan,
to purchase its participation or to make its payment under Section 11.04(c).

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

2.14     SHARING OF PAYMENTS BY LENDERS.

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

            (i)   if any such participations or subparticipations are purchased
      and all or any portion of the payment giving rise thereto is recovered,
      such participations or
                                       45
      subparticipations shall be rescinded and the purchase price restored to
      the extent of such recovery, without interest; and

            (ii)  the provisions of this Section shall not be construed to
      apply to (x) any payment made by the Borrower pursuant to and in
      accordance with the express terms of this Agreement or (y) any payment
      obtained by a Lender as consideration for the assignment of or sale of a
      participation in any of its Committed Loans or subparticipations in L/C
      Obligations or Swing Line Loans to any assignee or participant, other
      than to the Borrower or any Subsidiary thereof (as to which the
      provisions of this Section shall apply).
<PAGE>
      Each Loan Party consents to the foregoing and agrees, to the extent it
may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.

2.15     INCREASE IN COMMITMENTS.

      (a)   Request for Increase.  Provided there exists no Default, upon
notice to the Administrative Agent, the Borrower may from time to time, request
an increase in the Aggregate Commitments by an amount not exceeding $25,000,000
for all such increases in the aggregate; provided that (i) any such request for
an increase shall be in a minimum amount of $5,000,000 and in incremental
amounts of $1,000,000 in excess thereof and (ii) the Borrower may make a
maximum of three such requests.

      (b)   Increase in Commitments by Existing Lenders; Addition of Eligible
Assignees.  To achieve the full amount of a requested increase, the Borrower
may solicit increased commitments from existing Lenders and/or also invite
additional Eligible Assignees to become Lenders; provided, however, that no
existing Lender shall be obligated and/or required to accept an increase in its
Commitment pursuant to this Section 2.15 unless it specifically consents to
such increase in writing.  Any Lender or Eligible Assignee agreeing to increase
its commitment or provide a new Commitment pursuant to this Section 2.15 shall,
in connection therewith, deliver to the Administrative Agent a new commitment
agreement in form and substance satisfactory to the Administrative Agent and
its counsel.

      (c)   Effective Date and Allocations.  If the Aggregate Commitments are
increased in accordance with this Section, the Administrative Agent and the
Borrower shall determine the effective date (the "Increase Effective Date") and
the final allocation of such increase.  The Administrative Agent shall promptly
notify the Borrower and the Lenders of the final allocation of such increase
and the Increase Effective Date.

      (d)   Conditions to Effectiveness of Increase.  As a condition precedent
to such increase, the Borrower shall deliver to the Administrative Agent a
certificate of each Loan Party dated as of the Increase Effective Date (in
sufficient copies for each Lender) signed by a Responsible Officer of such Loan
Party (i) certifying and attaching the resolutions adopted by
                                       46
such Loan Party approving or consenting to such increase, and (ii) in the case
of the Borrower, certifying that, before and after giving effect to such
increase, (A) the representations and warranties contained in Article V and
the other Loan Documents are true and correct on and as of the Extension
Effective Date, except to the extent that such representations and warranties
Specifically refer to an earlier date, in which case they are true and correct
as of such earlier date, and except that for purposes of this Section 2.15, the
representations and warranties contained in Section 5.13 shall be deemed to
refer to the most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01, and (B) no Default exists.  The Borrower shall
prepay any Committed Loans outstanding on the Increase Effective Date (and pay
any additional amounts required pursuant to Section 3.05) to the extent
necessary to keep the outstanding Committed Loans ratable with any revised
Applicable Percentages arising from any nonratable increase in the Commitments
under this Section.
<PAGE>
      (e)   Conflicting Provisions.  This Section shall supersede any
provisions in Sections 2.14 or 11.01 to the contrary.


                               ARTICLE III
               TAXES, YIELD PROTECTION AND ILLEGALITY

3.01     TAXES.

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

      (b)   Payment of Other Taxes by the Borrower.  Without limiting the
provisions of subsection (a) above, the Borrower shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable law.

      (c)   Indemnification by the Borrower.  The Borrower shall indemnify the
Administrative Agent, each Lender and the L/C Issuer, within 10 days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority.  A certificate as
to the amount of such payment or liability delivered to
                                       47
the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on behalf of a
Lender or the L/C Issuer, shall be conclusive absent manifest error.

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

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

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

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

            (ii)  duly completed copies of IRS Form W-8ECI,

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

            (iv)  any other form prescribed by applicable law as a basis for
      claiming exemption from or a reduction in United States Federal
      withholding tax duly completed
                                       48
      together with such supplementary documentation as may be prescribed by
      applicable law to permit the Borrower to determine the withholding or
      deduction required to be made.

      (f)   Treatment of Certain Refunds.  If the Administrative Agent, any
Lender or the L/C Issuer has received a refund of any Taxes or Other Taxes as
to which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section, it shall pay to
the Borrower an amount equal to such refund (but only to the extent of
indemnity payments made, or additional amounts paid, by the Borrower under this
Section with respect to the Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of the Administrative Agent, such Lender or
the L/C Issuer, as the case may be, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund), provided that the Borrower, upon the request of the Administrative
Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to
the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent, such Lender or
the L/C Issuer in the event the Administrative Agent, such Lender or the L/C
<PAGE>
Issuer is required to repay such refund to such Governmental Authority.  This
subsection shall not be construed to require the Administrative Agent, any
Lender or the L/C Issuer 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.

3.02     ILLEGALITY.

      If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or
to determine or charge interest rates based upon the Eurodollar Rate, or any
Governmental Authority has imposed material restrictions on the authority of
such Lender to purchase or sell, or to take deposits of, Dollars in the London
interbank market, then, on notice thereof by such Lender to the Borrower
through the Administrative Agent, any obligation of such Lender to make or
continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to
Eurodollar Rate Committed Loans shall be suspended until such Lender notifies
the Administrative Agent and the Borrower that the circumstances giving rise to
such determination no longer exist.  Upon receipt of such notice, the Borrower
shall, upon demand from such Lender (with a copy to the Administrative Agent),
prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to
Base Rate Loans, either on the last day of the Interest Period therefor, if
such Lender may lawfully continue to maintain such Eurodollar Rate Loans to
such day, or immediately, if such Lender may not lawfully continue to maintain
such Eurodollar Rate Loans.  Upon any such prepayment or conversion, the
Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03     INABILITY TO DETERMINE RATES.

      If the Required Lenders determine that for any reason in connection with
any request for a Eurodollar Rate Loan or a conversion to or continuation
thereof that (a) Dollar deposits are not being offered to banks in the London
interbank eurodollar market for the applicable amount and Interest Period of
such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for
determining the Eurodollar Rate for any requested Interest Period with respect
to a proposed Eurodollar Rate Committed Loan, or (c) the Eurodollar Rate for
any requested Interest Period with respect to a proposed
                                       49
Eurodollar Rate Committed Loan does not adequately and fairly reflect the cost
to such Lenders of funding such Loan, the Administrative Agent will promptly so
notify the Borrower and each Lender.  Thereafter, the obligation of the Lenders
to make or maintain Eurodollar Rate Loans shall be suspended until the
Administrative Agent (upon the instruction of the Required Lenders) revokes
such notice.  Upon receipt of such notice, the Borrower may revoke any pending
request for a Borrowing of, conversion to or continuation of Eurodollar Rate
Committed Loans or, failing that, will be deemed to have converted such request
into a request for a Committed Borrowing of Base Rate Loans in the amount
specified therein.

3.04     INCREASED COSTS; RESERVES ON EURODOLLAR RATE LOANS.

      (a)   Increased Costs Generally.  If any Change in Law shall:

            (i)   impose, modify or deem applicable any reserve, special
      deposit, compulsory loan, insurance charge or similar requirement against
<PAGE>
      assets of, deposits with or for the account of, or credit extended or
      participated in by, any Lender (except any reserve requirement
      contemplated by Section 3.04(e)) or the L/C Issuer;

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

            (iii) impose on any Lender or the L/C Issuer or the London
      interbank market any other condition, cost or expense affecting this
      Agreement or Eurodollar Loans made by such Lender or any Letter of Credit
      or participation 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 of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender or
the L/C Issuer of participating in, issuing or maintaining any Letter of Credit
(or of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other
amount) then, upon request of such Lender or the L/C Issuer, the Borrower will
pay to such Lender or the L/C Issuer, as the case may be, such additional
amount or amounts as will compensate such Lender or the L/C Issuer, as the case
may be, for such additional costs incurred or reduction suffered.

      (b)   Capital Requirements.  If any Lender or the L/C Issuer determines
that any Change in Law affecting such Lender or the L/C Issuer or any Lending
Office of such Lender or such Lender's or the L/C Issuer's holding company, if
any, regarding capital requirements has or would have the effect of reducing
the rate of return on such Lender's or the L/C Issuer's capital or on the
capital of such Lender's or the L/C Issuer's holding company, if any, as a
consequence of this Agreement, the Commitments of such Lender or the Loans made
by, or participations in
                                       50
Letters of Credit held by, such Lender, or the Letters of Credit issued by the
L/C Issuer, to a level below that which such Lender or the L/C Issuer or such
Lender's or the L/C Issuer's holding company could have achieved but for such
Change in Law (taking into consideration such Lender's or the L/C Issuer's
policies and the policies of such Lender's or the L/C Issuer's holding company
with respect to capital adequacy), then from time to time the Borrower will pay
to such Lender or the L/C Issuer, as the case may be, such additional amount or
amounts as will compensate such Lender or the L/C Issuer or such Lender's or
the L/C Issuer's holding company for any such reduction suffered.

      (c)   Certificates for Reimbursement.  A certificate of a Lender or the
L/C Issuer setting forth the amount or amounts necessary to compensate such
Lender or the L/C Issuer or its holding company, as the case may be, as
specified in subsection (a) or (b) of this Section and delivered to the
Borrower shall be conclusive absent manifest error.  The Borrower shall pay
such Lender or the L/C Issuer, as the case may be, the amount shown as due on
any such certificate within 10 days after receipt thereof.
<PAGE>
      (d)   Delay in Requests.  Failure or delay on the part of any Lender or
the L/C Issuer to demand compensation pursuant to the foregoing provisions of
this Section shall not constitute a waiver of such Lender's or the L/C Issuer's
right to demand such compensation, provided that the Borrower shall not be
required to compensate a Lender or the L/C Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions
suffered more than nine months prior to the date that such Lender or the L/C
Issuer, as the case may be, notifies the Borrower of the Change in Law giving
rise to such increased costs or reductions and of such Lender's or the L/C
Issuer's intention to claim compensation therefor (except that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the nine-month period referred to above shall be extended to include the period
of retroactive effect thereof).

      (e)   Reserves on Eurodollar Rate Loans.  The Borrower shall pay to each
Lender, as long as such Lender shall be required to maintain reserves with
respect to liabilities or assets consisting of or including Eurocurrency funds
or deposits (currently known as "Eurocurrency liabilities"), additional
interest on the unpaid principal amount of each Eurodollar Rate Loan equal to
the actual costs of such reserves allocated to such Loan by such Lender (as
determined by such Lender in good faith, which determination shall be
conclusive), which shall be due and payable on each date on which interest is
payable on such Loan, provided the Borrower shall have received at least
10 days' prior notice (with a copy to the Administrative Agent) of such
additional interest from such Lender.  If a Lender fails to give notice 10 days
prior to the relevant Interest Payment Date, such additional interest shall be
due and payable 10 days from receipt of such notice.
                                                  51
3.05     COMPENSATION FOR LOSSES.

      Upon demand of any Lender (with a copy to the Administrative Agent) from
time to time, the Borrower shall promptly compensate such Lender for and hold
such Lender harmless from any loss, cost or expense incurred by it as a result
of:

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

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

            (c)   any assignment of a Eurodollar Rate Loan on a day other than
      the last day of the Interest Period therefor as a result of a request by
      the Borrower pursuant to Section 11.13;

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan
or from fees payable to terminate the deposits from which such funds were
obtained.  The Borrower shall also pay any customary administrative fees
charged by such Lender in connection with the foregoing.

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

3.06     MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

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

      (b)   Replacement of Lenders.  If any Lender requests compensation under
Section 3.04, or if the Borrower is required to pay any additional amount to
any Lender or any
                                       52
Governmental Authority for the account of any Lender pursuant to Section 3.01,
the Borrower may replace such Lender in accordance with Section 11.13.

3.07     SURVIVAL.

      All of the Borrower's obligations under this Article III shall survive
termination of the Aggregate Commitments and repayment of all other Obligations
hereunder.

                               ARTICLE IV
              CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01     CONDITIONS OF INITIAL CREDIT EXTENSION.

      The obligation of the L/C Issuer and each Lender to make its initial
Credit Extension hereunder is subject to satisfaction of the following
conditions precedent:

            (a)   The Administrative Agent's receipt of the following, each of
      which shall be originals or telecopies (followed promptly by originals)
      unless otherwise specified, each properly executed by a Responsible
      Officer of the signing Loan Party, each dated the Closing Date (or, in
      the case of certificates of governmental officials, a recent date before
      the Closing Date) and each in form and substance satisfactory to the
      Administrative Agent and each of the Lenders:

                  (i)   executed counterparts of this Agreement, sufficient in
            number for distribution to the Administrative Agent, each Lender
            and the Borrower;
<PAGE>
                  (ii)  a Note executed by the Borrower in favor of each
            Lender;

                  (iii) such certificates of resolutions or other action,
            incumbency certificates and/or other certificates of Responsible
            Officers of each Loan Party as the Administrative Agent may require
            evidencing the identity, authority and capacity of each Responsible
            Officer thereof authorized to act as a Responsible Officer in
            connection with this Agreement and the other Loan Documents to
            which such Loan Party is a party;

                  (iv)  such documents and certifications as the Administrative
            Agent may reasonably require to evidence that each Loan Party is
            duly organized or formed, and that the Borrower is validly
            existing, in good standing and qualified to engage in business in
            each jurisdiction where its ownership, lease or operation of
            properties or the conduct of its business requires such
            qualification, except to the extent that failure to do so could not
            reasonably be expected to have a Material Adverse Effect;

                  (v)   a favorable opinion of Ruder Ware, counsel to the Loan
            Parties, addressed to the Administrative Agent and each Lender, as
            to the corporate
                                       53
            authority of the Loan Parties enforceability of the Loan Documents
            and such other matters concerning the Loan Parties and the Loan
            Documents as the Required Lenders may reasonably request;

                  (vi)  a certificate of a Responsible Officer of each Loan
            Party either (A) attaching copies of all consents, licenses and
            approvals required in connection with the execution, delivery and
            performance by such Loan Party and the validity against such Loan
            Party of the Loan Documents to which it is a party, and such
            consents, licenses and approvals shall be in full force and effect,
            or (B) stating that no such consents, licenses or approvals are so
            required;

                  (vii) a certificate signed by a Responsible Officer of the
            Borrower certifying (A) that the conditions specified in
            Sections 4.02(a) and (b) have been satisfied, and (B) that there
            has been no event or circumstance since the date of the Audited
            Financial Statements that has had or could be reasonably expected
            to have, either individually or in the aggregate, a Material
            Adverse Effect;

                  (viii) evidence that each of the credit facilities under the
            Existing Credit Agreement shall have been (or will be upon the
            initial borrowings and issuance of Letters of Credit hereunder on
            the Closing Date and the application of the proceeds thereof) paid
            in full and fully satisfied and that the commitments under the
            Existing Credit Agreement shall have been terminated;

                  (ix)  receipt by the Administrative Agent of supplements to
            the Existing Intercreditor Agreement executed by each Lender not
            already party thereto; and
<PAGE>
                  (x)   such other assurances, certificates, documents,
            consents or opinions as the Administrative Agent, the L/C Issuer,
            the Swing Line Lender or the Required Lenders reasonably may
            require.

            (b)   Any fees required to be paid on or before the Closing Date
      shall have been paid.

            (c)   Unless waived by the Administrative Agent, the Borrower shall
      have paid all fees, charges and disbursements of counsel to the
      Administrative Agent to the extent invoiced prior to or on the Closing
      Date, plus such additional amounts of such fees, charges and
      disbursements as shall constitute its reasonable estimate of such fees,
      charges and disbursements incurred or to be incurred by it through the
      closing proceedings (provided that such estimate shall not thereafter
      preclude a final settling of accounts between the Borrower and the
      Administrative Agent).

      Without limiting the generality of the provisions of Section 10.04, for
purposes of determining compliance with the conditions specified in this
Section 4.01, each Lender that has signed this Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or approved
                                       54
by or acceptable or satisfactory to a Lender unless the Administrative Agent
shall have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.

4.02     CONDITIONS TO ALL CREDIT EXTENSIONS.

      The obligation of each Lender to honor any Request for Credit Extension
(other than a Committed Loan Notice requesting only a conversion of Committed
Loans to the other Type, or a continuation of Eurodollar Rate Committed Loans)
is subject to the following conditions precedent:

            (a)   The representations and warranties of the Borrower and each
      other Loan Party contained in Article V or any other Loan Document, or
      which are contained in any document furnished at any time under or in
      connection herewith or therewith, shall be true and correct on and as of
      the date of such Credit Extension, except to the extent that such
      representations and warranties specifically refer to an earlier date, in
      which case they shall be true and correct as of such earlier date, and
      except that for purposes of this Section 4.02, the representations and
      warranties contained in Section 5.13 shall be deemed to refer to the most
      recent statements furnished pursuant to clauses (a) and (b),
      respectively, of Section 6.01.

            (b)   No Default shall exist, or would result from such proposed
      Credit Extension or from the application of the proceeds thereof.

            (c)   The Administrative Agent and, if applicable, the L/C Issuer
      or the Swing Line Lender shall have received a Request for Credit
      Extension in accordance with the requirements hereof.

      Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type or a
<PAGE>
continuation of Eurodollar Rate Committed Loans) submitted by the Borrower
shall be deemed to be a representation and warranty that the conditions
specified in Sections 4.02(a) and (b) have been satisfied on and as of the date
of the applicable Credit Extension.


                               ARTICLE V
                  REPRESENTATIONS AND WARRANTIES

      To induce the Administrative Agent and Lenders to enter into this
Agreement and to induce the Lenders to make Credit Extensions, each Loan Party
hereby represents and warrants to the Administrative Agent and Lenders that:

5.01     ORGANIZATION; POWER; QUALIFICATION.

      Each of the Loan Parties and their Material Subsidiaries is duly
organized, validly existing and in good standing or active status, as
applicable, under the Laws of the jurisdiction of its incorporation or
formation, has the power and authority to own its properties and to carry on
                                       55
its business as now being and hereafter proposed to be conducted and is duly
qualified and authorized to do business in each jurisdiction in which the
character of its properties or the nature of its business requires such
qualification and authorization, except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

5.02    OWNERSHIP.

      Each Subsidiary of each of the Loan Parties as of the Closing Date is
listed in the Current SEC Reports.  As of the Closing Date, all outstanding
shares of each such Subsidiary have been duly authorized and validly issued and
are fully paid and nonassessable (subject to Section 180.0622(2)(b) of the
Wisconsin Business Corporation Law, relating to shareholders' liability for
employee wages, in the case of Wisconsin corporations).  As of the Closing
Date, there are no outstanding stock purchase warrants, subscriptions, options,
securities, instruments or other rights of any type or nature whatsoever, which
are convertible into, exchangeable for or otherwise provide for or permit the
issuance of capital stock of the Subsidiaries, except as described in the
Current SEC Reports.

5.03   AUTHORIZATION OF AGREEMENT, LOAN DOCUMENTS AND BORROWING.

      Each of the Loan Parties and, if applicable, their Subsidiaries has the
right, power and authority and has taken all necessary corporate and other
action to authorize the execution, delivery and performance of each of the Loan
Documents to which it is a party in accordance with its respective terms.  Each
of the Loan Documents has been duly executed and delivered by the duly
authorized officers of the Loan Parties and each of their Subsidiaries party
thereto, as applicable, and each such document constitutes the legal, valid and
binding obligation of the Loan Parties and, if applicable, each of their
Subsidiaries party thereto, enforceable in accordance with its terms, except as
such enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar state or federal Debtor Relief Laws from time to time in
effect which affect the enforcement of creditors' rights in general and the
availability of equitable remedies.
<PAGE>
5.04    COMPLIANCE OF AGREEMENT, LOAN DOCUMENTS AND BORROWING WITH LAWS, ETC.

      The execution, delivery and performance by the Loan Parties and their
Subsidiaries of the Loan Documents to which each such Person is a party, in
accordance with their respective terms, the Borrowings hereunder and the
transactions contemplated hereby do not and will not, by the passage of time,
the giving of notice or otherwise, (i) require any of the Loan Parties or any
of their Subsidiaries to obtain any Governmental Approval or approval of any
other Person not otherwise already obtained or violate any applicable Law
relating to the Loan Parties or any of their Subsidiaries, (ii) conflict with,
result in a breach of or constitute a default under the articles of
incorporation, bylaws or other organizational documents of the Loan Parties or
any of their Subsidiaries or any indenture or other material agreement or
instrument to which such Person is a party or by which any of its properties
may be bound or any Governmental Approval relating to such Person except as
could not reasonably be expected to have a Material Adverse Effect, or (iii)
result in or require the creation or imposition of any material Lien upon or
with respect to any property now owned or hereafter acquired by such Person.
                                       56
5.05     COMPLIANCE WITH LAW; GOVERNMENTAL APPROVALS.

      Other than with respect to environmental matters, which are treated
exclusively in Section 5.08 hereof, each of the Loan Parties and their
respective Subsidiaries (i) has all Governmental Approvals required by any
applicable Law for it to conduct its business, each of which is in full force
and effect, is final and not subject to review on appeal and is not the subject
of any pending or, to the best of the Loan Parties' knowledge, threatened
attack by direct or collateral proceeding, and (ii) is in compliance with each
Governmental Approval applicable to it and in compliance with all other
applicable Laws relating to it or any of its respective properties; in each
case, except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect.

5.06     TAX RETURNS AND PAYMENTS.

      Each of the Loan Parties and their respective Subsidiaries has timely
filed or caused to be filed all federal and state, local and other tax returns
required by applicable Law to be filed, and has paid, or made adequate
provision for the payment of, all federal and state, local and other taxes,
assessments and governmental charges or levies upon it and its property,
income, profits and assets which are due and payable, except taxes (i) that are
being contested in good faith by appropriate proceedings and for which such
Loan Party or Subsidiary, as applicable, has set aside on its books adequate
reserves or (ii) to the extent the failure to do so could not reasonably be
expected to have a Material Adverse Effect.  No Governmental Authority has
asserted any material Lien or other claim against the Loan Parties or any
Subsidiary thereof with respect to unpaid taxes which has not been discharged
or resolved.  The charges, accruals and reserves on the books of each of the
Loan Parties and any of their respective Subsidiaries in respect of federal and
all material state, local and other taxes for all fiscal years and portions
thereof since the organization of each of the Loan Parties and any of their
Subsidiaries are, in the judgment of the Loan Parties, adequate, and the Loan
Parties do not anticipate any material additional taxes or assessments for any
of such years.
<PAGE>
5.07    INTELLECTUAL PROPERTY MATTERS.

      Each of the Loan Parties and its Subsidiaries owns or possesses rights to
use all franchises, licenses, copyrights, copyright applications, patents,
patent rights or licenses, patent applications, trademarks, trademark rights,
trade names, trade name rights, copyrights and rights with respect to the
foregoing which are required to conduct its business except where the failure
to do so could not reasonably be expected to have a Material Adverse Effect.
No event has occurred which, to the knowledge of the Loan Parties, permits, or
after notice or lapse of time or both would permit, the revocation or
termination of any such rights, and, to the knowledge of the Loan Parties,
neither the Loan Parties nor any Subsidiary thereof is liable to any Person for
infringement under applicable Law with respect to any such rights as a result
of its business operations, except as could not reasonably be expected to have
a Material Adverse Effect.
                                       57
5.08    ENVIRONMENTAL MATTERS.

      Except as set forth in the Current SEC Reports or as otherwise could not
reasonably be expected to have a Material Adverse Effect:

            (i)   The properties of the Loan Parties and their Subsidiaries
      (including soils, surface waters, groundwaters on, at or under such
      properties) do not contain and are not otherwise affected by, and to the
      Loan Parties' knowledge have not previously contained or been affected
      by, any Hazardous Materials in amounts or concentrations which (A)
      constitute or constituted a violation of applicable Environmental Laws or
      (B) could give rise to liability or obligation under applicable
      Environmental Laws;

            (ii)  The properties of the Loan Parties and their Subsidiaries and
      all operations conducted in connection therewith are in compliance, and
      have been in compliance, with all applicable Environmental Laws, and
      there are no Hazardous Materials at, under or about such properties or
      such operations which could reasonably be expected to interfere with the
      continued operation of such properties;

            (iii) The Loan Parties and their Subsidiaries have obtained, are in
      compliance with, and have made all appropriate filings for issuance or
      renewal of, all permits, licenses, and other governmental consents
      required by applicable Environmental Laws ("Environmental Permits"), and
      all such Environmental Permits are in full force and effect;

            (iv)  Neither any of the Loan Parties nor any Subsidiary thereof
      has received any notice of violation, alleged violation, non-compliance,
      liability or potential liability regarding environmental matters or
      compliance with Environmental Laws, nor do the Loan Parties have
      knowledge or reason to believe that any such notice will be received or
      is being threatened;

            (v)   To the knowledge of the Loan Parties, Hazardous Materials
      have not been transported or disposed of from the properties of the Loan
      Parties or any of their Subsidiaries in violation of, or in a manner or
      to a location which could reasonably be expected to give rise to
      liability under, Environmental Laws, nor, to the knowledge of the Loan
      Parties, have any Hazardous Materials been generated, treated, stored or
<PAGE>
      disposed of at, on or under any of such properties in violation of, or in
      a manner which could reasonably be expected to give rise to liability
      under, any Environmental Laws;

            (vi)   No judicial proceedings or governmental or administrative
      action is pending, or, to the knowledge of the Loan Parties, threatened,
      under any Environmental Law to which any of the Loan Parties or any
      Subsidiary thereof has been or will be named as a party, nor are there
      any consent decrees or other decrees, consent orders, administrative
      orders or other orders, or other administrative or judicial requirements
      outstanding under any Environmental Law with respect to the properties or
      operations of the Loan Parties and their Subsidiaries; and
                                       58
            (vii)  To the knowledge of the Loan Parties, there has been no
      release, or threat of release, of Hazardous Materials at or from the
      properties of the Loan Parties or any of their Subsidiaries, in violation
      of or in amounts or in a manner that could reasonably be expected to give
      rise to liability under Environmental Laws.

5.09     ERISA.

            (i)   Each of the Loan Parties and each ERISA Affiliate is in
      compliance with all applicable provisions of ERISA and the regulations
      and published interpretations thereunder with respect to all Employee
      Benefit Plans except where any such noncompliance could not reasonably be
      expected to have a Material Adverse Effect. Except for any failure that
      would not reasonably be expected to have a Material Adverse Effect, each
      Employee Benefit Plan that is intended to be qualified under
      Section 401(a) of the Code has been determined by the IRS to be so
      qualified, and each trust related to such plan has been determined to be
      exempt under Section 501(a) of the Code.  No liability that could
      reasonably be expected to have a Material Adverse Effect has been
      incurred by the Loan Parties or any ERISA Affiliate which remains
      unsatisfied for any taxes or penalties with respect to any Employee
      Benefit Plan or any Multiemployer Plan;

            (ii)  No accumulated funding deficiency (as defined in Section 412
      of the Code) has been incurred (without regard to any waiver granted
      under Section 412 of the Code), nor has any funding waiver from the IRS
      been received or requested with respect to any Pension Plan except for
      any accumulated funding deficiency that could not reasonably be expected
      to have a Material Adverse Effect;

            (iii) Neither the Loan Parties nor any ERISA Affiliate has: (A)
      engaged in a nonexempt prohibited transaction described in Section 406 of
      ERISA or Section 4975 of the Code, (B) incurred any liability to the PBGC
      which remains outstanding other than the payment of premiums and there
      are no premium payments which are due and unpaid, (C) failed to make a
      required contribution or payment to a Multiemployer Plan, or (D) failed
      to make a required installment or other required payment under
      Section 412 of the Code except where any of the foregoing individually or
      in the aggregate could not reasonably be expected to have a Material
      Adverse Effect;

            (iv)  No Termination Event that could reasonably be expected to
      result in a Material Adverse Effect has occurred or is reasonably
<PAGE>
      expected to occur; and

            (v)   No proceeding, claim, lawsuit and/or investigation is
      existing or, to the knowledge of the Loan Parties, threatened concerning
      or involving any Employee Benefit Plan that could reasonably be expected
      to result in a Material Adverse Effect.
                                       59
5.10     MARGIN STOCK.

      Neither the Loan Parties nor any Subsidiary thereof is engaged
principally or as one of its activities in the business of extending credit for
the purpose of "purchasing" or "carrying" any "margin stock" (as each such term
is defined or used in Regulation U of the Board of Governors of the Federal
Reserve System).  No part of the proceeds of any of the Loans or Letters of
Credit will be used for purchasing or carrying margin stock, unless the Loan
Parties shall have given the Administrative Agent and Lenders prior notice of
such event and such other information as is reasonably necessary to permit the
Administrative Agent and Lenders to comply, in a timely fashion, with all
reporting obligations required by applicable Law, or for any purpose which
violates, or which would be inconsistent with, the provisions of Regulation T,
U or X of such Board of Governors.

5.11    GOVERNMENT REGULATION.

      Neither the Loan Parties nor any Subsidiary thereof is an "investment
company" or a company "controlled" by an "investment company" (as each such
term is defined or used in the Investment Company Act of 1940, as amended) and
neither the Borrower nor any Subsidiary thereof is, or after giving effect to
any Extension of Credit will be, subject to regulation under the Public Utility
Holding Company Act of 1935 or the Interstate Commerce Act, each as amended.

5.12     BURDENSOME PROVISIONS.

      Neither the Loan Parties nor any Subsidiary thereof is a party to any
indenture, agreement, lease or other instrument, or subject to any corporate or
partnership restriction, Governmental Approval or applicable Law which is so
unusual or burdensome as in the foreseeable future could be reasonably expected
to have a Material Adverse Effect.  The Loan Parties and their Subsidiaries do
not presently anticipate that future expenditures needed to meet the provisions
of any statutes, orders, rules or regulations of a Governmental Authority will
be so burdensome as to have a Material Adverse Effect.

5.13     FINANCIAL STATEMENTS; FINANCIAL CONDITION; ETC.

      (a)   The (i) audited consolidated balance sheets of the Loan Parties and
their Subsidiaries as of December 31, 2003 and the related statements of
income, Shareholders' Equity and cash flows for the fiscal year then ended and
(ii) unaudited consolidated balance sheet of the Loan Parties and their
Subsidiaries as of June 30, 2004, and related unaudited interim statements of
income, Shareholders' Equity and cash flows, copies of which have been
furnished to the Administrative Agent and each Lender, have been prepared in
accordance with GAAP (except as set forth in the notes thereto), are complete
in all material respects and fairly present in all material respects the
assets, liabilities and financial position of the Loan Parties and their
Subsidiaries as at such dates, and the results of the operations and changes of
financial position for the periods then ended, subject to normal year end
adjustments.
                                       60
<PAGE>
      (b)   As of the Closing Date, (i) the sum of the assets, at a fair
valuation, of each Loan Party on a stand-alone basis and of the Loan Parties
and their Subsidiaries taken as a whole will exceed its or their debts,
respectively; (ii) each Loan Party on a stand-alone basis and the Loan Parties
and their Subsidiaries taken as a whole has not incurred and does not intend to
incur, and does not believe that it will incur, debts beyond its or their
ability to pay such debts as such debts mature, respectively; and (iii) each
Loan Party on a stand-alone basis and the Loan Parties and their Subsidiaries
taken as a whole will have sufficient capital with which to conduct its or
their business, respectively.  For purposes of this Section, "debt" means any
liability on a claim, and "claim" means (A) right to payment, whether or not
such a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured
or unsecured or (B) right to an equitable remedy for breach of performance if
such breach gives rise to a payment, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured.  The amount of contingent liabilities at any
time shall be computed as the amount that, in the light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.

5.14     NO MATERIAL ADVERSE CHANGE.

      Since the date of the Audited Financial Statements, there has been no
Material Adverse Effect.

5.15     LIENS.

      None of the properties and assets of the Loan Parties or any Subsidiary
thereof is subject to any Lien, except Liens permitted pursuant to
Section 8.02.

5.16     INDEBTEDNESS AND GUARANTEES.

      Schedule 5.16 is a complete and correct listing of all Indebtedness and
Guarantees of the Loan Parties and their Subsidiaries as of the Closing Date.

5.17     LITIGATION.

      There are no actions, suits or proceedings pending nor, to the knowledge
of the Loan Parties, threatened against or affecting the Loan Parties or any
Subsidiary thereof or any of their respective properties in any court or before
any arbitrator of any kind or before or by any Governmental Authority, which
could reasonably be expected to have a Material Adverse Effect.

5.18     ABSENCE OF DEFAULTS.

      Since December 31, 2003, to the knowledge of the Borrower, no event has
occurred and is continuing which constitutes a Default or an Event of Default.
                                       61
5.19     ABSENCE OF BANKRUPTCY EVENTS.

      Since December 31, 2003, no event has occurred or is continuing which
constitutes a Bankruptcy Event.
<PAGE>
5.20     ACCURACY AND COMPLETENESS OF INFORMATION.

      As of the Closing Date, the Loan Parties have disclosed to the Lenders
all agreements, instruments and corporate or other restrictions to which they
or any of their Subsidiaries are subject, and all other matters known to them,
other than general market, economic and industry conditions, that, individually
or in the aggregate, could reasonably be expected to have a Material Adverse
Effect.  The written information, taken as a whole, furnished by or on behalf
of the Loan Parties to the Administrative Agent or any Lender in connection
with the negotiation of this Agreement or delivered hereunder (as modified or
supplemented by other information so furnished) does not contain any material
misstatement of fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to any projected financial
information, the Loan Parties represent only that such information was prepared
in good faith based upon assumptions believed to be reasonable at the time.

5.21     PROPERTY AND INSURANCE.

      The Loan Parties and their Subsidiaries have good and marketable title to
all material properties owned by them and valid leasehold interests in all
material properties leased by them, including all property reflected in the
Current SEC Reports and in the balance sheets referred to in Section 5.13
(except as sold or otherwise disposed of since the date of such balance sheet
in the ordinary course of business or as permitted by the terms of this
Agreement), free and clear of all Liens, except Liens permitted pursuant to
Section 8.02. The properties of the Loan Parties and their Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates
of the Borrower, in such amounts (after giving effect to any self-insurance
compatible with the following standards), with such deductibles and covering
such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Borrower or
the applicable Subsidiary operates.

5.22     LABOR PRACTICES.

      Neither the Loan Parties nor any of their Subsidiaries is engaged in any
unfair labor practices that could reasonably be expected to have a Material
Adverse Effect.  There is (i) no unfair labor practice complaint pending
against any Loan Party or any of their Subsidiaries or, to the knowledge of the
Loan Parties, threatened against the Loan Parties or any of their Subsidiaries,
before the National Labor Relations Board, and no grievance or arbitration
proceeding arising out of or under any collective bargaining agreement is so
pending against the Loan Parties or any of their Subsidiaries or, to the
knowledge of the Loan Parties, threatened against the Loan Parties or any of
their Subsidiaries, (ii) no strike, labor dispute, slowdown or stoppage pending
against the Loan Parties or any of their Subsidiaries or, to the knowledge of
the Loan Parties, threatened against the Loan Parties or any of their
Subsidiaries and (iii) no union
                                       62
representation question exists with respect to the employees of the Loan
Parties or any of their Subsidiaries except (with respect to any matter
specified in clause (i), (ii) or (iii) above, either individually or in
the aggregate) such as could not reasonably be expected to have a Material
Adverse Effect.
<PAGE>
5.23     SEC REPORTS.

      During the fiscal years ended December 31, 2001, December 31, 2002 and
December 31, 2003, the Borrower and its Subsidiaries have filed all forms,
reports, statements (including proxy statements) and other documents (such
filings by the Loan Parties and their Subsidiaries are collectively referred to
as the "SEC Reports"), required to be filed by it with the SEC.  The SEC
Reports (i) were prepared in all material respects in accordance with the
requirements of the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, as the case may be, and the rules and
regulations of the SEC thereunder applicable to such SEC Reports at the time of
filing thereof and (ii) did not at the time they were filed contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, which
untrue statement or omission was not corrected in a subsequent SEC Report.


                               ARTICLE VI
                  FINANCIAL INFORMATION AND NOTICES

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation shall remain unpaid or unsatisfied (other than in respect of
any Swap Contract), or any Letter of Credit shall remain outstanding:

6.01     FINANCIAL STATEMENTS, ETC.

      The  Borrower  shall deliver to the Administrative Agent and each Lender,
in form and detail satisfactory  to  the  Administrative Agent and the Required
Lenders:

            (a)   Quarterly Financial Statements.  As soon as available but in
      any event no later than the earlier of (i) the 45th day after the end of
      each of the first three fiscal quarters of each fiscal year of the
      Borrower and (ii) the date that is three (3) Business Days after the
      Borrower's quarterly report on Form 10-Q is required to be filed with the
      SEC, either (i) a copy of a report on Form 10-Q, or any successor form,
      and any amendments thereto, filed by the Borrower with the SEC with
      respect to the immediately preceding fiscal quarter or (ii) an unaudited
      consolidated balance sheet of the Borrower and its Subsidiaries as of the
      close of such fiscal quarter and unaudited consolidated statements of
      income, Shareholders' Equity and cash flows for the fiscal quarter then
      ended and that portion of the fiscal year then ended, including the notes
      thereto, all in reasonable detail setting forth in comparative form the
      corresponding figures for the corresponding period or periods of (or, in
      the case of the balance sheet, as of the end of)
                                       63
      the preceding fiscal year and prepared by the Borrower in accordance with
      GAAP and, if applicable, containing disclosure of the effect on the
      financial position or results of operations of any change in the
      application of accounting principles and practices during the period,
      and certified by a Responsible Officer of the Borrower to present fairly
      in all material respects the financial condition of the Borrower and its
      Subsidiaries as of their respective dates and the results of operations
      of the Borrower and its Subsidiaries for the respective periods then
      ended, subject to normal year end adjustments.
<PAGE>
            (b)   Annual Financial Statements.  As soon as available, but in
      any event no later than the earlier of (i) the 90th day after the end of
      each fiscal year of the Borrower and (ii) the day that is three (3)
      Business Days after the date the Borrower's annual report on Form 10-K is
      required to be filed with the SEC, either (i) a copy of a report on Form
      10-K, or any successor form, and any amendments thereto, filed by the
      Borrower with the SEC with respect to the immediately preceding fiscal
      year or (ii) an audited consolidated balance sheet of the Borrower and
      its Subsidiaries as of the close of such fiscal year and audited
      consolidated statements of income, Shareholders' Equity and cash flows
      for the fiscal year then ended, including the notes thereto, all in
      reasonable detail setting forth in comparative form the corresponding
      figures for the preceding fiscal year and prepared by a nationally
      recognized independent certified public accounting firm acceptable to the
      Administrative Agent in accordance with GAAP and, if applicable,
      containing disclosure of the effect on the financial position or results
      of operation of any change in the application of accounting principles
      and practices during the year, and accompanied by a report thereon by
      such certified public accountants that is not qualified with respect to
      scope limitations imposed by the Borrower or any of its Subsidiaries or
      with respect to accounting principles followed by the Borrower or any of
      its Subsidiaries not in accordance with GAAP.

            (c)   Annual Budgets.  As soon as practicable and in any event
      within sixty (60) days after the end of each fiscal year, an annual
      business plan and budget of the Borrower and its Subsidiaries for the
      fiscal year immediately following such fiscal year end, containing among
      other things projections of pro forma financial statements for such
      fiscal year.

      Documents required to be delivered pursuant to Section 6.01(a) or (b) 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 website on the Internet at the
website address listed on Schedule 11.02; or (ii) on which such documents are
posted on the Borrower's behalf on IntraLinks/IntraAgency or another relevant
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 (which may be by facsimile or
electronic mail) the Administrative Agent and each Lender 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
                                       64
anything contained herein, in every instance the Borrower shall be required to
provide paper copies of the Compliance Certificates required by Section 6.02(c)
to the Administrative Agent and each of the Lenders.  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.
<PAGE>
      The Borrower hereby acknowledges that (a) the Administrative Agent and/or
the Arranger will make available to the Lenders and the L/C Issuer materials
and/or information provided by or on behalf of the Borrower hereunder
(collectively, "Borrower Materials") by posting the Borrower Materials on
IntraLinks or another similar electronic system (the "Platform") and
(b) certain of the Lenders may be "public-side" Lenders (i.e., Lenders that do
not wish to receive material non-public information with respect to the
Borrower or its securities) (each, a "Public Lender").  The Borrower hereby
agrees that (w) all Borrower Materials that are to be made available to Public
Lenders shall be clearly and conspicuously marked "PUBLIC" which, at a minimum,
shall mean that the word "PUBLIC" shall appear prominently on the first page
thereof; (x) by marking Borrower Materials "PUBLIC," the Borrower shall be
deemed to have authorized the Administrative Agent, the Arranger, the L/C
Issuer and the Lenders to treat such Borrower Materials as either publicly
available information or not material information (although it may be sensitive
and proprietary) with respect to the Borrower or its securities for purposes of
United States Federal and state securities laws; (y) all Borrower Materials
marked "PUBLIC" are permitted to be made available through a portion of the
Platform designated "Public Investor;" and (z) the Administrative Agent and the
Arranger shall be entitled to treat any Borrower Materials that are not marked
"PUBLIC" as being suitable only for posting on a portion of the Platform not
designated "Public Investor."

6.02     COMPLIANCE CERTIFICATE.

      At each time financial statements are delivered pursuant to
Section 6.01(a) or (b) the Borrower shall deliver to the Administrative Agent
and each Lender, in form and detail satisfactory to the Administrative Agent
and the Required Lenders, a duly completed Compliance Certificate in the form
of Exhibit E attached hereto including the calculations prepared by such
Responsible Officer required to establish whether or not the Loan Parties and
their Subsidiaries are in compliance with the financial covenants set forth in
Section 8.01 hereof as at the end of each respective period.

6.03     ACCOUNTANTS' CERTIFICATE.

      At each time financial statements are delivered pursuant to
Section 6.01(b), the Borrower shall deliver to the Administrative Agent and
each Lender a certificate of the independent public accountants certifying such
financial statements addressed to the Administrative Agent for the benefit of
the Lenders stating that in making the examination necessary for the
certification of such financial statements, they obtained no knowledge of any
Default or Event of Default or, if such is not the case, specifying such
Default or Event of Default and its nature and period of existence.
                                       65
6.04     OTHER REPORTS.

      The Borrower shall deliver to the Administrative  Agent  and each Lender,
in  form and detail satisfactory to the Administrative Agent and  the  Required
Lenders:

            (a)   promptly after the filing thereof, a copy of (i) each report
      or other filing made by any of the Loan Parties or any or their
      Subsidiaries with the SEC and required by the SEC to be delivered to the
      shareholders of the Loan Parties or any or their Subsidiaries, (ii) each
      report made by the Loan Parties or any of their Subsidiaries to the SEC
<PAGE>
      on Form 8-K and (iii) each final registration statement of the Loan
      Parties or any of their Subsidiaries filed with the SEC, except in
      connection with pension plans and other employee benefit plans; and

            ()    such other information regarding the operations, business
      affairs and financial condition of the Loan Parties or any of their
      Subsidiaries relating to the ability of the Loan Parties or any of their
      Subsidiaries to perform their obligations under the Loan Documents as the
      Administrative Agent or any Lender may reasonably request.

6.05     NOTICE OF LITIGATION AND OTHER MATTERS.

      The Borrower shall deliver to the Administrative Agent and each Lender,
in form and detail satisfactory to the Administrative Agent and the Required
Lenders promptly (but in no event later than three (3) Business Days after an
executive officer of any of the Loan Parties obtains knowledge thereof) written
notice of:

            (a)   the commencement of all proceedings and investigations by or
      before any Governmental Authority and all actions and proceedings in any
      court or before any arbitrator against or involving any of the Loan
      Parties or any Subsidiary thereof or any of their respective properties,
      assets or businesses (i) which in the reasonable judgment of the Loan
      Parties could reasonably be expected to have a Material Adverse Effect,
      (ii) with respect to any material Indebtedness of the Loan Parties or any
      of their Subsidiaries or (iii) with respect to any Loan Document;

            (b)   any notice of any violation received by any of the Loan
      Parties or any Subsidiary thereof from any Governmental Authority
      including, without limitation, any notice of violation of Environmental
      Laws, which in the reasonable judgment of the Loan Parties in any such
      case could reasonably be expected to have a Material Adverse Effect;

            (c)   (i) any unfavorable determination letter from the IRS
      regarding the qualification of an Employee Benefit Plan under
      Section 401(a) of the Code (along with a copy thereof) which could
      reasonably be expected to have a Material Adverse Effect, (ii) all
      notices received by any of the Loan Parties or any ERISA Affiliate of the
      PBGC's intent to terminate any Pension Plan or to have a trustee
      appointed to administer any Pension Plan, (iii) all notices received by
      any of the Loan Parties or any ERISA Affiliate from a Multiemployer Plan
      sponsor concerning the imposition or amount of withdrawal
                                       66
      liability pursuant to Section 4202 of ERISA which could reasonably be
      expected to have a Material Adverse Effect, (iv) the Loan Parties
      obtaining knowledge or reason to know that the Loan Parties or any ERISA
      Affiliate has filed or intends to file a notice of intent to terminate
      any Pension Plan under a distress termination within the meaning of
      Section 4041(c) of ERISA and (v) the occurrence of a Reportable Event;

            (d)   the occurrence of any event which constitutes, or which could
      reasonably be expected to result in, a Default or an Event of Default;

            (e)   the occurrence of any event which constitutes, or which could
      reasonably be expected to result in, a Material Adverse Effect; and
<PAGE>
            (f)   any material change in the accounting policies or financial
      reporting practices by and Loan Party or any Subsidiary.

6.06     ACCURACY OF INFORMATION.

      All written information, reports, statements and other papers and data
furnished by or on behalf of the Loan Parties to the Administrative Agent or
any Lender (other than financial forecasts) whether pursuant to this Article VI
or any other provision of this Agreement, shall be, at the time the same is so
furnished, true and complete in all material respects.


                               ARTICLE VII
                         AFFIRMATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied (other than in
respect of any Swap Contract), or any Letter of Credit shall remain
outstanding, each of the Loan Parties hereby covenants that each of the Loan
Parties will, and will cause each of their respective Subsidiaries to:

7.01     PRESERVATION OF CORPORATE EXISTENCE AND RELATED MATTERS.

      Except as permitted by Section 8.03, preserve and maintain its separate
corporate existence and all rights, franchises, licenses and privileges
necessary to the conduct of its business, and qualify and remain qualified as a
foreign corporation and authorized to do business in each jurisdiction where
the nature and scope of its activities require it to so qualify under
applicable Law, except where the failure to so preserve and maintain its
existence and rights or to so qualify would not have a Material Adverse Effect.
                                       67
7.02     MAINTENANCE OF PROPERTY.

      Protect and preserve all properties useful in and material to its
business, including copyrights, patents, trade names and trademarks; maintain
in good working order and condition all buildings, equipment and other tangible
real and personal property material to the conduct of its business, ordinary
wear and tear excepted; and from time to time make or cause to be made all
renewals, replacements and additions to such property necessary for the conduct
of its business, so that the business carried on in connection therewith may be
properly and advantageously conducted at all times, except, in each case, where
the failure to do so would not have a Material Adverse Effect.

7.03     INSURANCE.

      Maintain insurance with financially sound and reputable insurance
companies against such risks and in such amounts as are consistent with past
practices and prudent business practice (and in any event consistent with
normal industry practice), and as may be required by applicable Law.

7.04     ACCOUNTING METHODS AND FINANCIAL RECORDS.

      Maintain a system of accounting, and keep such books, records and
accounts (which shall be true and complete in all material respects) as may be
required or as may be necessary to permit the preparation of financial
statements in accordance with GAAP and in compliance with the regulations of
<PAGE>
any Governmental Authority having jurisdiction over it or any of its
properties.

7.05     PAYMENT AND PERFORMANCE OF OBLIGATIONS.

      (a)   Pay and perform all Obligations under this Agreement and the other
Loan Documents.

      (b)   Pay and discharge (i) all material taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits,
or upon any properties belonging to it, prior to the date on which penalties
attach thereto, and (ii) all other material indebtedness, obligations and
liabilities in accordance with customary trade practices; provided that the
Loan Parties or such Subsidiary may contest any item described in clause (i) or
(ii) of this Section 7.05(b) in good faith and by proper proceedings so long as
adequate reserves are maintained with respect thereto to the extent required by
GAAP.

      (c)   Perform all of its obligations under the terms of each mortgage,
indenture, security agreement, loan agreement or credit agreement and each
other agreement, contract or instrument by which it is bound, except where such
non-performances as could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.
                                       68
7.06     COMPLIANCE WITH LAWS AND APPROVALS.

      Observe and remain in compliance with all applicable Laws and maintain in
full force and effect all Governmental Approvals, in each case applicable to
the conduct of its business, except where the failure to observe or comply
could not reasonably be expected to have a Material Adverse Effect.

7.07     ENVIRONMENTAL LAWS.

      In addition to and without limiting the generality of Section 7.06, (a)
comply with, and use best efforts to ensure such compliance by all tenants and
subtenants with all applicable Environmental Laws and obtain and comply with
and maintain, and ensure that all tenants and subtenants obtain and comply with
and maintain, any and all licenses, approvals, notifications, registrations or
permits required by applicable Environmental Laws, except where the failure to
comply could not reasonably be expected to have a Material Adverse Effect, (b)
conduct and complete all investigations, studies, sampling and testing, and all
remedial, removal and other actions required under Environmental Laws, and
promptly comply with all lawful orders and directives of any Governmental
Authority regarding Environmental Laws, except (i) where the failure to do so
could not reasonably be expected to have a Material Adverse Effect or (ii) to
the extent the Loan Parties or any of their Subsidiaries are contesting, in
good faith, any such requirement, order or directive before the appropriate
Governmental Authority so long as adequate reserves are maintained with respect
thereto to the extent required by GAAP, and (c) defend, indemnify and hold
harmless the Administrative Agent and the Lenders, and their respective
parents, Subsidiaries, Affiliates, employees, agents, officers and directors,
from and against any claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known or
unknown, contingent or otherwise, arising out of, or in any way relating to the
violation of, noncompliance with or liability under any Environmental Laws
applicable to the operations or properties of the Loan Parties or such
Subsidiaries, or any orders, requirements or demands of Governmental
<PAGE>
Authorities related thereto, including, without limitation, reasonable
attorney's and consultant's fees, investigation and laboratory fees, response
costs, court costs and litigation expenses, except to the extent that any of
the foregoing directly result from the gross negligence or willful misconduct
of the party seeking indemnification therefor.

7.08     COMPLIANCE WITH ERISA.

      In addition to and without limiting the generality of Section 7.06, (a)
comply with all applicable provisions of ERISA and the Code and the regulations
and published interpretations thereunder with respect to all Employee Benefit
Plans, except where the failure to so comply could not reasonably be expected
to have a Material Adverse Effect, (b) not take any action or fail to take
action the result of which would result in a liability to the PBGC or to a
Multiemployer Plan in an amount that could reasonably be expected to have a
Material Adverse Effect, and (c) furnish to the Administrative Agent upon the
Administrative Agent's request such additional information about any Employee
Benefit Plan concerning compliance with this covenant as may be reasonably
requested by the Administrative Agent.
                                       69
7.09     CONDUCT OF BUSINESS.

      Maintain substantially all of its businesses in substantially the same
fields as the businesses conducted on the Closing Date and in lines of business
reasonably related thereto or as otherwise permitted pursuant to the terms of
this Agreement.

7.10     VISITS AND INSPECTIONS.

      Permit representatives of the Administrative Agent or any Lender, from
time to time upon reasonable prior notice and during ordinary business hours,
to visit and inspect its properties; if a Default or an Event of Default
exists, inspect and make extracts from its books, records and files, including,
but not limited to, management letters prepared by independent accountants; and
discuss with its principal officers, and its independent accountants, its
business, assets, liabilities, financial condition, results of operations and
business prospects.

7.11     USE OF PROCEEDS.

      Use the proceeds of the Credit Extensions (i) to refinance existing
Indebtedness, (ii) to provide funds to support opportunistic repurchases of the
common stock of the Borrower, (iii) for acquisitions permitted under
Section 8.08 hereof, (iv) for liquidity support for commercial paper issuances
and (v) for working capital and other general corporate purposes.

7.12     ADDITIONAL LOAN PARTIES.

      As soon as practicable and in any event within 30 days after any Person
becomes a Subsidiary of the Borrower, the Borrower shall provide the
Administrative Agent with written notice thereof setting forth information in
reasonable detail describing the ownership of such Person and shall (a) if such
Person is a Material Subsidiary that is (i) a Domestic Subsidiary or (ii) to
the extent no material adverse tax consequences would result therefrom, a
Foreign Subsidiary of the Borrower, cause such Person to execute a Joinder
Agreement in substantially the same form as Exhibit H, and (b) cause such
<PAGE>
Person to deliver such other documentation as the Administrative Agent may
reasonably request in connection with the foregoing, including, without
limitation, certified resolutions and other organizational and authorizing
documents of such Person, favorable opinions of counsel to such Person (which
shall cover, among other things, the legality, validity, binding effect and
enforceability of the documentation referred to above) and other items of the
types required to be delivered pursuant to Section 4.01(a), all in form,
content and scope reasonably satisfactory to the Administrative Agent.
                                       70

                               ARTICLE VIII
                            NEGATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied (other than in
respect of any Swap Contract), or any Letter of Credit shall remain
outstanding, each of the Loan Parties hereby covenants that:

8.01     FINANCIAL COVENANTS.

      (a)   Maximum Consolidated Leverage Ratio.  As of the end of each fiscal
quarter, commencing with the end of the first fiscal quarter ending after the
Closing Date, the Loan Parties will not permit the Consolidated Leverage Ratio
to be greater than 55.00%.

      (b)   Minimum Consolidated Interest Coverage Ratio.  As of the end of
each fiscal quarter, commencing with the end of the first fiscal quarter ending
after the Closing Date, the Loan Parties will not permit the Consolidated
Interest Coverage Ratio to be less than 3.50 to 1.00.

      (c)   Minimum Net Worth.  At all times after the Closing Date, the Loan
Parties will not permit the Consolidated Net Worth to be less than $280,000,000
plus, as of the end of each fiscal quarter, commencing with the end of the
first fiscal quarter ending after the Closing Date, (i) 25% of Consolidated Net
Income for the fiscal quarter then ended (with no deduction for a net loss in
any such fiscal quarter) and (ii) 100% of the proceeds of the issuance of any
Equity Interests, such increases to be cumulative.

8.02     LIMITATIONS ON LIENS.

      The Loan Parties will not, and will not permit any of their Subsidiaries
to, create, incur, assume or suffer to exist any Lien on, or with respect to,
any of their assets or properties (including without limitation shares of
capital stock or other ownership interests), real or personal, whether now
owned or hereafter acquired, except:

            (a)   Liens existing on the Closing Date and set forth on
      Schedule 8.02;

            (b)   Liens for taxes, assessments and other governmental charges
      or levies not yet due or as to which the period of grace, if any, related
      thereto has not expired or which are being contested in good faith and by
      appropriate proceedings if adequate reserves are maintained to the extent
      required by GAAP;

            (c)   The claims of materialmen, mechanics, carriers, warehousemen,
<PAGE>
      processors or landlords for labor, materials, supplies or rentals
      incurred in the ordinary course of business, (i) which are not overdue
      for a period of more than thirty (30) days or (ii) which are being
      contested in good faith and by appropriate proceedings if adequate
      reserves are maintained to the extent required by GAAP;
                                       71
            (d)   Liens consisting of deposits or pledges made in the ordinary
      course of business (i) in connection with, or to secure payment of,
      obligations under workers' compensation, unemployment insurance or
      similar legislation or obligations under customer service contracts, or
      (ii) to secure (or to obtain letters of credit that secure) the
      performance of tenders, statutory obligations, surety bonds, appeal
      bonds, bids, leases (other than capital leases), performance bonds,
      purchase, construction or sales contracts and other similar obligations,
      in each case not incurred or made in connection with the borrowing of
      money, the obtaining of advances or credit or the payment of the deferred
      purchase price of property;

            (e)   Liens constituting encumbrances in the nature of zoning
      restrictions, easements and rights or restrictions of record on the use
      of real property, which in the aggregate are not substantial in amount
      and which do not, in any case, detract from the value of any material
      parcel of real property or impair the use thereof in the ordinary conduct
      of business;

            (f)   Liens in favor of the Administrative Agent for the benefit of
      the Administrative Agent and the Lenders;

            (g)   Liens on the property or assets of any Subsidiary existing at
      the time such Subsidiary becomes a Subsidiary of a Loan Party and not
      incurred in contemplation thereof, as long as the outstanding principal
      amount of the Indebtedness secured thereby is not voluntarily increased
      by such Subsidiary after the date such Subsidiary becomes a Subsidiary of
      such Loan Party;

            (h)   Liens on the property or assets of the Loan Parties or any
      Subsidiary securing Indebtedness permitted under Section 8.10(e) and
      which is incurred to finance the acquisition of such property or assets,
      provided that (i) each such Lien shall be created substantially
      simultaneously with the acquisition of the related property or assets;
      (ii) each such Lien does not at any time encumber any property other than
      the related property or assets financed by such Indebtedness; (iii) the
      principal amount of Indebtedness secured by each such Lien is not
      increased; and (iv) the principal amount of Indebtedness secured by each
      such Lien shall at no time exceed 100% of the original purchase price of
      such related property or assets at the time acquired;

            (i)   Liens consisting of judgment or judicial attachment Liens,
      provided that (i) the claims giving rise to such Liens are being
      diligently contested in good faith by appropriate proceedings, (ii)
      adequate reserves for the obligations secured by such Liens have been
      established and (iii) enforcement of such Liens has been stayed;

            (j)   Liens on property or assets of the Borrower or any Subsidiary
      securing Indebtedness owing to the Borrower or any other Loan Party; and
<PAGE>
            (k)   Liens not otherwise permitted by this Section 8.02 securing
      Indebtedness not in excess of fifteen percent (15%) of Consolidated Total
      Assets in the aggregate at any time outstanding.
                                       72
8.03     LIMITATIONS ON MERGERS AND LIQUIDATION.

      None of the Loan Parties will, or will permit any of its Subsidiaries to,
merge, consolidate or enter into any similar combination with any other Person
or liquidate, wind-up or dissolve itself (or suffer any liquidation or
dissolution), except:

            (a)   Any Loan Party or a Subsidiary may merge with another Person,
      provided that (i) such Person is organized under the Law of the United
      States or one of its states, (ii) such Loan Party or the Subsidiary, as
      the case may be, is the corporation surviving such merger, (iii)
      immediately prior to and after giving effect to such merger, no Default
      or Event of Default exists or would exist and (iv) the Board of Directors
      of such Person has approved such merger;

            (b)   Any wholly-owned Subsidiary of a Loan Party may merge into a
      Loan Party or any other wholly-owned Subsidiary of a Loan Party; and

            (c)   Any wholly-owned Subsidiary of a Loan Party may liquidate,
      wind-up or dissolve itself into a Loan Party or any other wholly-owned
      Subsidiary of a Loan Party.

8.04     LIMITATIONS ON SALE OR TRANSFER OF ASSETS.

      The Loan Parties will not, and will not permit any of their Subsidiaries
to, convey, sell, lease, assign, transfer or otherwise dispose of:

            (a)   (i) More than 20% of Consolidated Total Assets during any
      fiscal year measured as of the last day of the immediately preceding
      fiscal year or (ii) more than 40% of Consolidated Total Assets measured
      as of June 30, 2004 during the term of this Agreement;

            (b)   Any of their property, business or assets if such transaction
      would reasonably be expected to have a Material Adverse Effect; or

            (c)   Any of their property, business or assets if immediately
      prior to or after giving effect to such transaction a Default or an Event
      of Default exists or would exist.

8.05     PROHIBITIONS ON LIMITATIONS ON DIVIDENDS AND DISTRIBUTIONS.

      The Loan Parties will not permit any Subsidiary to agree to, incur,
assume or suffer to exist any restriction, limitation or other encumbrance (by
covenant or otherwise) on the ability of such Subsidiary to make any payment to
a Loan Party or any of its Subsidiaries (in the form of dividends, intercompany
advances or otherwise), except:

            (a)   Restrictions and limitations existing on the Closing Date and
      described on Schedule 8.05;
                                       73
            (b)   Restrictions and limitations applicable to a Subsidiary
      existing at the time such Subsidiary becomes a Subsidiary of a Loan Party
<PAGE>
      and not incurred in contemplation thereof, as long as no such restriction
      or limitation is made more restrictive after the date such Subsidiary
      becomes a Subsidiary of such Loan Party; and

            (c)   Other restrictions and limitations that are not material
      either individually or in the aggregate.

8.06     TRANSACTIONS WITH AFFILIATES.

      The Loan Parties will not, and will not permit any of their Subsidiaries
to, directly or indirectly (a) make any loan or advance to, or purchase or
assume any note or other obligation to or from, any of its officers, directors,
shareholders or Affiliates, or to or from any member of the immediate family of
any of its officers, directors, shareholders or Affiliates, other than (i)
loans or advances to customers of the Loan Parties and their Subsidiaries in
the ordinary course of business which are arm's length, (ii) loans or advances
from a Loan Party to another Loan Party, and (iii) any other loan or advance or
assumption that would not cause the aggregate amount of all such loans and
advances and assumed notes and advances to exceed $5,000,000, (b) enter into,
or be a party to, any subcontract of any operations or other transaction with
any of its Affiliates, except pursuant to the reasonable requirements of its
business and upon fair and reasonable terms that are no less favorable to it
than it would obtain in a comparable arm's length transaction with a Person not
its Affiliate and except for transactions which are not material either
individually or in the aggregate.  Nothing contained in this Section 8.06 shall
prohibit the Loan Parties or any of their Subsidiaries that have obtained an
ownership interest in a customer in connection with a loan or credit workout to
provide non-standard payment or other terms to such customer or otherwise to do
business with such customer in the ordinary course of business.

8.07     CERTAIN ACCOUNTING CHANGES.

      The Loan Parties will not (a) change their fiscal year ends in order to
avoid a Default or an Event of Default or if a Material Adverse Effect would
result therefrom or (b) make any material change in their accounting treatment
and reporting practices except as required by GAAP.

8.08     LIMITATIONS ON ACQUISITIONS.

      The Loan Parties will not, and will not permit any of their Subsidiaries
to, acquire all or any portion of the capital stock or other ownership interest
in any Person which is not a Subsidiary or all or any substantial portion of
the assets, property and/or operations of a Person which is not a Subsidiary,
unless (a) the Person, assets, property and/or operations being acquired engage
in or are engaged in the same line of business as that engaged in by the
Borrower and its Subsidiaries on the Closing Date or a business reasonably
related thereto, (b) in the case of an acquisition of capital stock or other
ownership interest of a Person, the Board of Directors of the Person which is
the subject of such acquisition shall have approved the acquisition, (c) after
giving effect to such acquisition, no Default or Event of Default would exist
                                       74
and (d) in the event the aggregate consideration (including Indebtedness
assumed) for such acquisition is at least $20,000,000, the Borrower shall have
delivered to the Administrative Agent a Compliance Certificate demonstrating
that, upon giving effect to such acquisition on a pro forma basis, the Loan
Parties would be in compliance with the financial covenants set forth in
<PAGE>
Section 8.01 as of the most recent fiscal quarter end with respect to which the
Administrative Agent has received the financial statements pursuant to Section
6.01(a) or (b), as applicable.

8.09     SALE LEASEBACK TRANSACTIONS.

      The Loan Parties will not, and will not permit any of their Subsidiaries
to, sell or transfer any material property or assets to anyone (other than the
Borrower or a wholly-owned Subsidiary of the Borrower) with the intention of
taking back a lease of such property or assets or any similar property or
assets, except in connection with a lease for a temporary period during or at
the end of which it is intended that the use by such Loan Party or its
Subsidiary of such property or assets will be discontinued.

8.10     LIMITATION ON INDEBTEDNESS.

      The Loan Parties will not permit any Subsidiary of the Borrower to,
create, incur, assume or suffer to exist any Indebtedness, except:

      (a)   Indebtedness under the Loan Documents;

      (b)   Indebtedness outstanding on the date hereof and listed on Schedule
5.16 and any refinancings, refundings, renewals or extensions thereof; provided
that the amount of such Indebtedness is not increased at the time of such
refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder;

      (c)   obligations (contingent or otherwise) of the Borrower or any
Subsidiary existing or arising under any Swap Contract, provided that (i) such
obligations are (or were) entered into by such Person in the ordinary course of
business for the purpose of directly mitigating risks associated with
liabilities, commitments, investments, assets, or property held or reasonably
anticipated by such Person, or changes in the value of securities issued by
such Person, and not for purposes of speculation or taking a "market view;" and
(ii) such Swap Contract does not contain any provision exonerating the non-
defaulting party from its obligation to make payments on outstanding
transactions to the defaulting party;

      (d)   Indebtedness incurred by a Subsidiary from a Loan Party; and

      (e)   Indebtedness in respect of capital leases, Synthetic Lease
Obligations and purchase money obligations for fixed or capital assets within
the limitations set forth in Section 8.02(h); provided, however, that the
aggregate amount of all such Indebtedness at any one time outstanding shall not
exceed $40,000,000.
                                       75
8.11           LIMITATION ON INVESTMENTS.

      The Loan Parties will not, and will not permit any of their Subsidiaries
to make any Investments, except:

      (a)   Investments held by the Borrower or such Subsidiary in the form of
cash equivalents or short-term marketable debt securities;
<PAGE>
      (b)   advances to officers, directors and employees of the Borrower and
Subsidiaries in an aggregate amount not to exceed $2,000,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary
business purposes; provided that all such advances must be in compliance with
applicable Laws, including, but not limited to, the Sarbanes-Oxley Act of 2002;

      (c)   Investments of the Borrower in any Guarantor and Investments of any
Guarantor in the Borrower or in another Guarantor;

      (d)   Investments consisting of extensions of credit in the nature of
accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, and Investments received in satisfaction or
partial satisfaction thereof from financially troubled account debtors to the
extent reasonably necessary in order to prevent or limit loss;

      (e)   Guarantees permitted by Section 8.10;

      (f)   Investments permitted by Section 8.08; and

      (g)   other Investments not permitted by this Section 8.11 in an amount
not exceeding $60,000,000 in the aggregate in any fiscal year of the Borrower.

                               ARTICLE IX
                  EVENTS OF DEFAULT AND REMEDIES

9.01     EVENTS OF DEFAULT.

      Any of the following shall constitute an Event of Default, whatever the
reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment or order of any court
or any order, rule or regulation of any Governmental Authority or otherwise:

            (a)   Default in Payment of Principal of Loans and L/C Obligations.
      The Borrower or any other Loan Party fails to pay when, and as required
      to be paid herein, any amount of any principal of any Loan or any L/C
      Obligation.

            (b)   Other Payment Default.  The Borrower or any other Loan Party
      fails to pay when and as due (whether at maturity, by reason of
      acceleration or otherwise) of any interest, fees or other amounts owing
      on any Loan or L/C Obligation or the payment of any other amount payable
      hereunder or under any other Loan Document and such default shall
      continue unremedied for three (3) Business Days after the earlier of a
      Responsible
                                       76
      Officer of a Loan Party becoming aware of such default or written notice
      thereof has been given to the Borrower by the Administrative Agent.

            (c)   Misrepresentation.  Any representation, warranty or statement
      made or deemed to be made by any Loan Party or any of its Subsidiaries,
      if applicable, under this Agreement, any Loan Document or any amendment
      hereto or thereto or in any certificate delivered to the Administrative
      Agent or to any Lender pursuant hereto and thereto, shall at any time
      prove to have been incorrect or misleading in any material respect when
      made or deemed made.
<PAGE>
            (d)   Default in Performance of Certain Covenants.  Any of the Loan
      Parties shall default in the performance or observance of any covenant or
      agreement contained in Article VIII and in Sections 6.01 - 6.06 and
      Section 7.01.

            (e)   Default in Performance of Other Covenants and Conditions.
      Any of the Loan Parties or any Subsidiary thereof, if applicable, shall
      default in the performance or observance of any term, covenant, condition
      or agreement contained in this Agreement (other than as specifically
      provided for otherwise in this Section 9.01) or any other Loan Document
      and such default shall continue for a period of thirty (30) days after
      the earlier of a Responsible Officer of a Loan Party becoming aware of
      such default or written notice thereof has been given to the Borrower by
      the Administrative Agent.

            (f)   Swap Contract.  Any termination payments in an amount greater
      than $5,000,000 shall be due by any Loan Party under any Swap Contract
      and such amount is not paid within thirty (30) Business Days of the due
      date thereof.

            (g)   Debt Cross-Default.  Any of the Loan Parties or any of their
      Subsidiaries shall (i) default in the payment of any Indebtedness (other
      than Indebtedness under this Agreement, the Notes or any L/C Obligation)
      the aggregate outstanding amount of which Indebtedness is in excess of
      $10,000,000, beyond the period of grace if any, provided in the
      instrument or agreement under which such Indebtedness was created, or
      (ii) default in the observance or performance of any other agreement or
      condition relating to any Indebtedness (other than Indebtedness under
      this Agreement any L/C Obligation), the aggregate outstanding amount of
      which Indebtedness is in excess of $5,000,000 or contained in any
      instrument or agreement evidencing, securing or relating thereto or any
      other event shall occur or condition exist, the effect of which default
      or other event or condition is to cause, or to permit the holder or
      holders of such Indebtedness (or a trustee or agent on behalf of such
      holder or holders) to cause, with the giving of notice if required, any
      such Indebtedness to become due prior to its stated maturity (any such
      notice having been given and any applicable grace period having expired).

            (h)   Change in Control.  An event described in clause (i), (ii) or
      (iii) below shall have occurred: (i) during any period of twelve (12)
      consecutive months, individuals who at the beginning of such period
      constituted the board of directors of the Borrower (together with any new
      directors whose election by such board or whose nomination for election
      by the shareholders of the Borrower was approved by a vote of a majority
      of the
                                       77
      directors then still in office who were either directors at the
      beginning of such period or whose election or nomination for election was
      previously so approved) and who were entitled to vote on such matters,
      cease for any reason to constitute a majority of the board of directors
      of the Borrower then in office, (ii) any person or group of persons
      (within the meaning of Section 13(d) of the Securities Exchange Act of
      1934, as amended), other than Senior Management (as defined below), shall
      obtain ownership or control in one or more series of transactions of more
      than 49% of the common stock or 49% of the voting power of the Borrower
      entitled to vote in the election of members of the board of directors of
<PAGE>
      the Borrower or (iii) there shall have occurred under any indenture or
      other instrument evidencing any Indebtedness in excess of $5,000,000 any
      "change in control" (as defined in such indenture or other evidence of
      debt) obligating the Borrower to repurchase, redeem or repay all or any
      part of the debt or capital stock provided for therein (any such event, a
      "Change in Control").  For purposes hereof, "Senior Management" shall
      mean a person who is either a member of the Borrower's board of directors
      or a senior corporate officer of the Borrower, in each case holding such
      position as of the Closing Date and as of the date of any Change in
      Control.

            (i)   Voluntary Bankruptcy Proceeding.  Any Loan Party or any
      Material Subsidiary thereof shall (i) commence a voluntary case under the
      federal bankruptcy laws (as now or hereafter in effect), (ii) file a
      petition seeking to take advantage of any other laws, domestic or
      foreign, relating to bankruptcy, insolvency, reorganization, winding up
      or composition for adjustment of debts, (iii) consent to or fail to
      contest in a timely and appropriate manner any petition filed against it
      in an involuntary case under such bankruptcy laws or other laws, (iv)
      apply for or consent to, or fail to contest in a timely and appropriate
      manner, the appointment of, or the taking of possession by, a receiver,
      custodian, trustee or liquidator of itself or of a substantial part of
      its property, domestic or foreign, (v) admit in writing its inability to
      pay its debts as they become due, (vi) make a general assignment for the
      benefit of creditors, or (vii) take any corporate action for the purpose
      of authorizing any of the foregoing.

            (j)   Involuntary Bankruptcy Proceeding.  A case or other
      proceeding shall be commenced against any Loan Party or any Material
      Subsidiary thereof in any court of competent jurisdiction seeking (i)
      relief under the federal bankruptcy laws (as now or hereafter in effect)
      or under any other laws, domestic or foreign, relating to bankruptcy,
      insolvency, reorganization, winding up or composition for adjustment of
      debts, or (ii) the appointment of a trustee, receiver, custodian,
      liquidator or the like for any Loan Party or any Material Subsidiary
      thereof or for all or any substantial part of their respective assets,
      domestic or foreign, and such case or proceeding shall continue without
      dismissal or stay for a period of sixty (60) consecutive days, or an
      order granting the relief requested in such case or proceeding
      (including, but not limited to, an order for relief under such federal
      bankruptcy laws) shall be entered.

            (k)    Enforcement.  A creditor or an encumbrance attaches or takes
      possession of, or a distress, execution, sequestration or other process
      is levied or enforced upon or sued out against, any of the undertakings
      and assets of any Loan Party or any Material
                                       78
      Subsidiary thereof and (if capable of discharge) such possession is not
      terminated or such attachment or process is not satisfied, removed or
      discharge within fifteen (15) days.

            (l)   Similar Events.  Any event occurs or any proceeding is taken
      with respect to any Loan Party or any Material Subsidiary in any
      jurisdiction to which it is subject which has an effect equivalent or
      similar to any of the events set forth in Sections 9.01(i), (j) or (k).
<PAGE>
            (m)   Judgment.  A judgment or order for the payment of money which
      causes the aggregate amount of all such judgments to exceed $10,000,000
      in any fiscal year shall be entered against any Loan Party or any
      Subsidiary thereof by any court and such judgment or order shall not,
      within thirty (30) days after entry thereof, be bonded, discharged or
      stayed pending appeal, or shall not be discharged within thirty (30) days
      after the expiration of such stay.

            (n)   Guaranty.  At any time after the execution and delivery
      thereof, the guaranty given by a Guarantor hereunder or any provision
      thereof shall cease to be in full force or effect as to such Guarantor,
      or such Guarantor or any Person acting by or on behalf of such Guarantor
      shall deny or disaffirm such Guarantor's obligations under such guaranty
      or such Guarantor shall default in the due performance or observance of
      any term, covenant or agreement on its part to be performed or observed
      pursuant to such guaranty.

            (o)   ERISA.  An event described in each of clause (i), (ii) and
      (iii) below shall have occurred: (i) any Pension Plan shall fail to
      satisfy the minimum funding standard required for any plan year or part
      thereof under Section 412 of the Code or Section 302 of ERISA or a waiver
      of such standard or extension of any amortization period is sought or
      granted under Section 412 of the Code or Section 303 or 304 of ERISA, a
      Reportable Event shall have occurred, a contributing sponsor (as defined
      in Section 4001(a)(13) of ERISA) of a Pension Plan subject to Title IV of
      ERISA shall be subject to the advance reporting requirement of PBGC
      Regulation Section 4043.61 (without regard to subparagraph (b)(1)
      thereof) and an event described in subsection .62 , .63, .64, .65, .66,
      .67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected
      to occur with respect to such Pension Plan within the following thirty
      (30) days, any Pension Plan which is subject to Title IV of ERISA shall
      have had or is likely to have a trustee appointed to administer such
      Pension Plan, any Pension Plan which is subject to Title IV of ERISA is,
      shall have been or is likely to be terminated or to be the subject of
      termination proceedings under ERISA, any Pension Plan shall have an
      Unfunded Current Liability, a contribution required to be made with
      respect to a Pension Plan or a Foreign Pension Plan has not been timely
      made, the Loan Parties or any of their Subsidiaries or any ERISA
      Affiliate has incurred or is likely to incur any liability to or on
      account of a Pension Plan under Section 409, 502(i), 502(1), 515, 4062,
      4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971
      or 4975 of the Code or on account of a group health plan (as defined in
      Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under
      Section 4980B of the Code, or the Loan Parties or any of their
      Subsidiaries has incurred or is likely to incur liabilities pursuant to
      one or more employee welfare
                                       79
      benefit plans (as defined in Section 3(1) of ERISA) that provide benefits
      to retired employees or other former employees (other than as required by
      Section 601 of ERISA) or Pension Plans or Foreign Pension Plans;
      (ii) there shall result from any such event or events the imposition of a
      lien, the granting of a security interest or a liability or a material
      risk of such a lien being imposed, such security interest being granted
      or such liability being incurred, and (iii) such lien, security interest
      or liability, individually, and/or in the aggregate, has had, or could
      reasonably be expected to have, a Material Adverse Effect.
<PAGE>
            (p)   Invalidity of Loan Documents.  Any Loan Document, at any time
      after its execution and delivery and for any reason other than as
      expressly permitted hereunder or thereunder or satisfaction in full of
      all the Obligations, ceases to be in full force and effect; or any Loan
      Party or any other Person contests in any manner the validity or
      enforceability of any Loan Document; or any Loan Party denies that it has
      any or further liability or obligation under any Loan Document, or
      purports to revoke, terminate or rescind any Loan Document.

9.02     REMEDIES UPON EVENT OF DEFAULT.

      If any Event of Default occurs and is continuing, the Administrative
Agent shall, at the request of, or may, with the consent of, the Required
Lenders, take any or all of the following actions:

            (a)   declare the commitment of each Lender to make Loans and any
      obligation of the L/C Issuer to make L/C Credit Extensions to be
      terminated, whereupon such commitments and obligation shall be
      terminated;

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

            (c)   require that the Borrower Cash Collateralize the L/C
      Obligations (in an amount equal to the then Outstanding Amount thereof);
      and

            (d)   exercise on behalf of itself and the Lenders all rights and
      remedies available to it and the Lenders under the Loan Documents or
      applicable law;

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation
of the L/C Issuer to make L/C Credit Extensions shall automatically terminate,
the unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall
                                       80
automatically become effective, in each case without further act of the
Administrative Agent or any Lender.

9.03     APPLICATION OF FUNDS.

      After the exercise of remedies provided for in Section 9.02 (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 9.02), 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
<PAGE>
      and disbursements of counsel to the Administrative Agent and amounts
      payable under Article III) 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 L/C Issuer (including fees, charges and
      disbursements of counsel to the respective Lenders and the L/C Issuer and
      amounts payable under Article III), 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 L/C Issuer 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 and Swap Contracts
      between any Loan Party and any Lender or Affiliate of any Lender and to
      Cash Collateralize that portion of L/C Obligations comprised of the
      aggregate undrawn amount of Letters of Credit, ratably among the Lenders
      and the L/C Issuer in proportion to the respective amounts described in
      this clause Fourth held by them; and

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

Subject to Section 2.04(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fourth 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.
                                       81

                               ARTICLE X
                          ADMINISTRATIVE AGENT

10.01     APPOINTMENT AND AUTHORITY.

      Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank
of America to act on its behalf as the Administrative Agent hereunder and under
the other Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto.  The provisions of this
Article are solely for the benefit of the Administrative Agent, the Lenders and
the L/C Issuer, and neither the Borrower nor any other Loan Party shall have
rights as a third party beneficiary of any of such provisions.

10.02     RIGHTS AS A LENDER.

      The Person serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent and the term
<PAGE>
"Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity.  Such Person and its Affiliates may
accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate thereof as if such Person
were not the Administrative Agent hereunder and without any duty to account
therefor to the Lenders.

10.03     EXCULPATORY PROVISIONS.

      The Administrative Agent shall not have any duties or obligations except
those expressly set forth herein and in the other Loan Documents.  Without
limiting the generality of the foregoing, the Administrative Agent:

            (a)   shall not be subject to any fiduciary or other implied
      duties, regardless of whether a Default has occurred and is continuing;

            (b)   shall not have any duty to take any discretionary action or
      exercise any discretionary powers, except discretionary rights and powers
      expressly contemplated hereby or by the other Loan Documents that the
      Administrative Agent is required to exercise as directed in writing by
      the Required Lenders (or such other number or percentage of the Lenders
      as shall be expressly provided for herein or in the other Loan
      Documents), provided that the Administrative Agent shall not be required
      to take any action that, in its opinion or the opinion of its counsel,
      may expose the Administrative Agent to liability or that is contrary to
      any Loan Document or applicable law; and

            (c)   shall not, except as expressly set forth herein and in the
      other Loan Documents, have any duty to disclose, and shall not be liable
      for the failure to disclose,
                                       82
      any information relating to the Borrower or any of its Affiliates that
      is communicated to or obtained by the Person serving as the
      Administrative Agent or any of its Affiliates in any capacity.

      The Administrative Agent shall not be liable for any action taken or not
taken by it (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of
its own gross negligence or willful misconduct.  The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Borrower, a
Lender or the L/C Issuer.

      The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
<PAGE>
of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.

10.04     RELIANCE BY ADMINISTRATIVE AGENT.

      The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any
electronic message, Internet or intranet website posting or other distribution)
believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person.  The Administrative Agent also may rely
upon any statement made to it orally or by telephone and believed by it to have
been made by the proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with any condition hereunder to the making
of a Loan, or the issuance of a Letter of Credit, that by its terms must be
fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative
Agent may presume that such condition is satisfactory to such Lender or the L/C
Issuer unless the Administrative Agent shall have received notice to the
contrary from such Lender or the L/C Issuer prior to the making of such Loan or
the issuance of such Letter of Credit.  The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.
                                       83
10.05     DELEGATION OF DUTIES.

      The Administrative Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents appointed by the Administrative Agent.  The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective
Related Parties.  The exculpatory provisions of this Article shall apply to any
such sub-agent and to the Related Parties of the Administrative Agent and any
such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as Administrative Agent.

10.06     RESIGNATION OF ADMINISTRATIVE AGENT.

      The Administrative Agent may at any time give notice of its resignation
to the Lenders, the L/C Issuer and the Borrower.  Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an
office in the United States.  If no such successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may on behalf of the Lenders and the L/C
Issuer, appoint a successor Administrative Agent meeting the qualifications set
forth above; provided that if the Administrative Agent shall notify the
Borrower and the Lenders that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in
accordance with such notice and (1) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan
<PAGE>
Documents and (2) all payments, communications and determinations provided to
be made by, to or through the Administrative Agent shall instead be made by or
to each Lender and the L/C Issuer directly, until such time as the Required
Lenders appoint a successor Administrative Agent as provided for above in this
Section.  Upon the acceptance of a successor's appointment as Administrative
Agent hereunder, such successor shall succeed to and become vested with all of
the rights, powers, privileges and duties of the retiring (or retired)
Administrative Agent, and the retiring Administrative Agent shall be discharged
from all of its duties and obligations hereunder or under the other Loan
Documents (if not already discharged therefrom as provided above in this
Section).  The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor.  After the retiring Administrative
Agent's resignation hereunder and under the other Loan Documents, the
provisions of this Article and Section 11.04 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent.

      Any resignation by Bank of America as Administrative Agent pursuant to
this Section shall also constitute its resignation as L/C Issuer and Swing Line
Lender.  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 L/C Issuer and
Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender
                                       84
shall be discharged from all of their respective duties and obligations
hereunder or under the other Loan Documents, and (c) the successor L/C Issuer
shall issue letters of credit in substitution for the Letters of Credit, if
any, outstanding at the time of such succession or make other arrangement
satisfactory to the retiring L/C Issuer to effectively assume the obligations
of the retiring L/C Issuer with respect to such Letters of Credit.

10.07     NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

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

10.08     NO OTHER DUTIES, ETC.

      Anything herein to the contrary notwithstanding, none of the book
managers or arrangers listed on the cover page hereof shall have any powers,
duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent,
a Lender or the L/C Issuer hereunder.
<PAGE>
10.09     ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise

            (a)   to file and prove a claim for the whole amount of the
      principal and interest owing and unpaid in respect of the Loans, L/C
      Obligations and all other Obligations that are owing and unpaid and to
      file such other documents as may be necessary or advisable in order to
      have the claims of the Lenders, the L/C Issuer and the Administrative
      Agent (including any claim for the reasonable compensation, expenses,
      disbursements and advances of the Lenders, the L/C Issuer and the
      Administrative Agent and their respective agents and counsel and all
      other amounts due the Lenders, the L/C Issuer and the Administrative
      Agent under Sections 2.04(i) and (j), 2.10 and 11.04) allowed in such
      judicial proceeding; and

            (b)   to collect and receive any monies or other property payable
      or deliverable on any such claims and to distribute the same;
                                       85
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender and the L/C Issuer to make such payments to the Administrative
Agent and, in the event that the Administrative Agent shall consent to the
making of such payments directly to the Lenders and the L/C Issuer, to pay to
the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents
and counsel, and any other amounts due the Administrative Agent under
Sections 2.10 and 11.04.

      Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender or
the L/C Issuer any plan of reorganization, arrangement, adjustment or
composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any
Lender in any such proceeding.

10.10     GUARANTY MATTERS.

      The Lenders and the L/C Issuer irrevocably authorize the Administrative
Agent, at its option and in its discretion, to release any Guarantor from its
obligations under the Guaranty if such Person ceases to be a Subsidiary as a
result of a transaction permitted hereunder.

      Upon request by the Administrative Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent's authority to release
any Guarantor from its obligations under the Guaranty pursuant to this
Section 10.10.
<PAGE>
                               ARTICLE XI
                             MISCELLANEOUS

11.01     AMENDMENTS, ETC.

      No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Borrower or any other
Loan Party therefrom, shall be effective unless in writing signed by the
Required Lenders and the Borrower or the applicable Loan Party, as the case may
be, and acknowledged by the Administrative Agent, and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such amendment, waiver or
consent shall:

            (a)   waive any condition set forth in Section 4.01(a) without the
      written consent of each Lender;

            (b)   extend or increase the Commitment of any Lender (or reinstate
      any Commitment terminated pursuant to Section 9.02) without the written
      consent of such Lender;
                                       86
            (c)   postpone any date fixed by this Agreement or any other Loan
      Document for any payment of principal, interest, fees or other amounts
      due to the Lenders (or any of them) hereunder or under any other Loan
      Document without the written consent of each Lender directly affected
      thereby;

            (d)   reduce the principal of, or the rate of interest specified
      herein on, any Loan or L/C Borrowing, or (subject to clause (v) of the
      second proviso to this Section 11.01) any fees or other amounts payable
      hereunder or under any other Loan Document without the written consent of
      each Lender directly affected thereby; provided, however, that only the
      consent of the Required Lenders shall be necessary (i) to amend the
      definition of "Default Rate" or to waive any obligation of the Borrower
      to pay interest or Letter of Credit Fees at the Default Rate or (ii) to
      amend any financial covenant hereunder (or any defined term used therein)
      even if the effect of such amendment would be to reduce the rate of
      interest on any Loan or L/C Borrowing or to reduce any fee payable
      hereunder;

            (e)   change Section 2.14 or Section 9.03 in a manner that would
      alter the pro rata sharing of payments required thereby without the
      written consent of each Lender;

            (f)   change any provision of this Section or the definition of
      "Required Lenders" or any other provision hereof specifying the number or
      percentage of Lenders required to amend, waive or otherwise modify any
      rights hereunder or make any determination or grant any consent
      hereunder, without the written consent of each Lender; or

            (g)   release all or substantially all of the value of the Guaranty
      without the written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless
in writing and signed by the L/C Issuer in addition to the Lenders required
above, affect the rights or duties of the L/C Issuer under this Agreement or
<PAGE>
any Issuer Document relating to any Letter of Credit issued or to be issued by
it; (ii) no amendment, waiver or consent shall, unless in writing and signed by
the Swing Line Lender in addition to the Lenders required above, affect the
rights or duties of the Swing Line Lender under this Agreement; (iii) 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; (iv) Section 11.06(h) may not be amended, waived or otherwise
modified without the consent of each Granting Lender all or any part of whose
Loans are being funded by an SPC at the time of such amendment, waiver or other
modification; and (v) 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.
                                       87
11.02     NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.

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

            (i)   if to the Borrower, the Administrative Agent, the L/C Issuer
      or the Swing Line Lender, to the address, telecopier number, electronic
      mail address or telephone number specified for such Person on
      Schedule 11.02; and

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

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

      (b)   Electronic Communications.  Notices and other communications to the
Lenders and the L/C Issuer 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 L/C Issuer pursuant
to Article II if such Lender or the L/C Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication.  The Administrative Agent or the Borrower
may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it,
<PAGE>
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.
                                       88
      (c)   Change of Address, Etc.  Each of the Borrower, the Administrative
Agent, the L/C Issuer and the Swing Line Lender may change its address,
telecopier or telephone number for notices and other communications hereunder
by notice to the other parties hereto.  Each other Lender may change its
address, telecopier or telephone number for notices and other communications
hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer
and the Swing Line Lender.

      (d)   Reliance by Administrative Agent, L/C Issuer and Lenders.  The
Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely
and act upon any notices (including telephonic Committed Loan Notices and Swing
Line Loan Notices) 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 L/C Issuer, each Lender and the Related Parties of each of them from all
losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of the 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.

11.03     NO WAIVER; CUMULATIVE REMEDIES.

      No failure by any Lender, the L/C Issuer or the Administrative Agent to
exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.  The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.

11.04     EXPENSES; INDEMNITY; DAMAGE WAIVER.

      (a)   Costs and Expenses.  The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
<PAGE>
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C
Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, any Lender or the
L/C Issuer (including the fees, charges and disbursements of any counsel for
the Administrative Agent, any Lender or the L/C Issuer), in connection with the
enforcement or protection of its rights (A) in connection with this Agreement
and the other Loan Documents, including its rights under this Section, or
(B) in connection with the Loans made or Letters of Credit issued hereunder,
                                       89
including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.

      (b)   Indemnification by the Borrower.  The Borrower shall indemnify the
Administrative Agent (and any sub-agent thereof), each Lender and the L/C
Issuer, and each Related Party of any of the foregoing Persons (each such
Person being called an "Indemnitee") against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses
(including the fees, charges and disbursements of any counsel for any
Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by
any third party or by the Borrower or any other Loan Party arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or
proposed use of the proceeds therefrom (including any refusal by the L/C Issuer
to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by the Borrower
or any of its Subsidiaries, or any Environmental Liability related in any way
to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory, whether brought
by a third party or by the Borrower or any other Loan Party, and regardless of
whether 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 (x) 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 or
(y) result from a claim brought by the Borrower or any other Loan Party against
an Indemnitee for breach in bad faith of such Indemnitee's obligations
hereunder or under any other Loan Document, if the Borrower or such Loan Party
has obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction.

      (c)   Reimbursement by Lenders.  To the extent that the Borrower for any
reason fails to indefeasibly pay any amount required under subsection (a)
or (b) of this Section to be paid by it to the Administrative Agent (or any
sub-agent thereof), the L/C Issuer or any Related Party of any of the
<PAGE>
foregoing, each Lender severally agrees to pay to the Administrative Agent (or
any such sub-agent), the L/C Issuer or such Related Party, as the case may be,
such Lender's Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount, provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent (or any such sub-agent) or the L/C
Issuer in its capacity as such, or against any Related Party of any of the
foregoing acting for the Administrative Agent (or any such sub-agent) or L/C
Issuer in connection with such capacity.  The obligations of the Lenders under
this subsection (c) are subject to the provisions of Section 2.13(d).
                                       90
      (d)   Waiver of Consequential Damages, Etc.  To the fullest extent
permitted by applicable law, the Borrower shall not assert, and hereby waives,
any claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or
the use of the proceeds thereof.  No Indemnitee referred to in subsection (b)
above shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby.

      (e)   Payments.  All amounts due under this Section shall be payable not
later than ten Business Days after demand therefor.

      (f)   Survival.  The agreements in this Section shall survive the
resignation of the Administrative Agent and the L/C Issuer, the replacement of
any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.

11.05     PAYMENTS SET ASIDE.

      To the extent that any payment by or on behalf of the Borrower is made to
the Administrative Agent, the L/C Issuer or any Lender, or the Administrative
Agent, the L/C Issuer 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 L/C Issuer 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 L/C Issuer 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 Rate
from time to time in effect.  The obligations of the Lenders and the L/C Issuer
under clause (b) of the preceding sentence shall survive the payment in full of
the Obligations and the termination of this Agreement.
<PAGE>
11.06     SUCCESSORS AND ASSIGNS.

      (a)  Successors and Assigns Generally.  The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that neither the
Borrower nor any other Loan Party may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise
Transfer
                                       91
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, (iii) by way of pledge or assignment of a
security interest subject to the restrictions of subsection (f) of this
Section, or (iv) to an SPC in accordance with the provisions of subsection (h)
of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void).  Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in subsection (d) of this Section and, to the extent
expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

      (b)   Assignments by Lenders.  Any Lender may at any time assign to one
or more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C
Obligations and in Swing Line Loans) 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 or an Approved Fund with respect to a Lender, 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 $5,000,000
      unless each of the Administrative Agent and, so long as no Event of
      Default has occurred and is continuing, the Borrower otherwise consents
      (each such consent not to be unreasonably withheld or delayed);

            (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 Bid Loans or Swing Line Loans;

            (iii) any assignment of a Commitment must be approved by the
      Administrative Agent, the L/C Issuer and the Swing Line Lender 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
<PAGE>
            (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 (to be paid by either party to
      the assignment, as agreed to between such parties), and the Eligible
      Assignee, if it shall not be a Lender, shall deliver to the
      Administrative Agent an Administrative Questionnaire.
                                       92
Subject to acceptance and recording thereof by the Administrative Agent
pursuant to subsection (c) of this Section, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder
shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from
its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall
continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 11.04
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)   Register.  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
Commitments of, and principal amounts of the Loans and L/C Obligations owing
to, each Lender pursuant to the terms hereof from time to time (the
"Register").  The entries in the Register shall be conclusive, and the
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, notwithstanding notice to the
contrary.  The Register shall be available for inspection by each of the
Borrower and the L/C Issuer at any reasonable time and from time to time upon
reasonable prior notice.  In addition, at any time that a request for a consent
for a material or substantive change to the Loan Documents is pending, any
Lender wishing to consult with other Lenders in connection therewith may
request and receive from the Administrative Agent a copy of the Register.

      (d)   Participations.  Any Lender may at any time, without the consent
of, or notice to, the 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 and/or Swing Line Loans) owing to
it); provided that (i) such Lender's obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the Borrower,
the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal
solely and directly with such Lender in connection with such Lender's rights
and obligations under this Agreement.
<PAGE>
      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
                                       93
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 11.01 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
3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to subsection (b) of this Section.  To the
extent permitted by law, each Participant also shall be entitled to the
benefits of Section 11.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.13 as though it were a Lender.

      (e)   Limitations upon Participant Rights.  A Participant shall not be
entitled to receive any greater payment under Section 3.01 or 3.04 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the 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 3.01 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 3.01(e) as though it were a
Lender.

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

      (g)   Electronic Execution of Assignments.  The words "execution,"
"signed," "signature," and words of like import in any Assignment and
Assumption shall be deemed to include electronic signatures or the keeping of
records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a
paper-based 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)   Special Purpose Funding Vehicles.  Notwithstanding anything to the
contrary contained herein, any Lender (a "Granting Lender") may grant to a
special purpose funding vehicle identified as such in writing from time to time
by the Granting Lender to the Administrative Agent and the Borrower (an "SPC")
the option to provide all or any part of any Committed Loan that such Granting
Lender would otherwise be obligated to make pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPC to
fund any Committed Loan, and (ii) if an SPC elects not to exercise such option
or otherwise fails to make all or any part of such Committed Loan, the Granting
Lender shall be obligated to make such Committed Loan pursuant to the terms
<PAGE>
hereof or, if it fails to do so, to make such payment to the Administrative
Agent as is required under Section 2.13(b)(ii).  Each party hereto hereby
agrees that (i) neither the grant to any SPC nor the exercise by any SPC of
such option shall increase the costs or expenses or otherwise increase or
change the obligations of the Borrower
                                       94
under this Agreement (including its obligations under Section 3.04), (ii) no
SPC shall be liable for any indemnity or similar payment obligation under this
Agreement for which a Lender would be liable, and (iii) the Granting Lender
shall for all purposes, including the approval of any amendment, waiver or
other modification of any provision of any Loan Document, remain the lender of
record hereunder.  The making of a Committed Loan by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if,
such Committed Loan were made by such Granting Lender.  In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior debt of any SPC, it will not institute against, or join any other Person
in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency, or liquidation proceeding under the laws of the United States or
any State thereof.  Notwithstanding anything to the contrary contained herein,
any SPC may (i) with notice to, but without prior consent of the Borrower and
the Administrative Agent and without paying any processing fee therefor, assign
all or any portion of its right to receive payment with respect to any
Committed Loan to the Granting Lender and (ii) disclose on a confidential basis
any non-public information relating to its funding of Committed Loans to any
rating agency, commercial paper dealer or provider of any surety or Guarantee
or credit or liquidity enhancement to such SPC.

      (i)   Resignation as L/C Issuer or Swing Line Lender after Assignment.
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, (i) upon 30 days' notice to the Borrower and the
Lenders, resign as L/C Issuer and/or (ii) upon 30 days' notice to the Borrower,
resign as Swing Line Lender.  In the event of any such resignation as L/C
Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from
among the Lenders a successor L/C Issuer or Swing Line Lender hereunder;
provided, however, that no failure by the Borrower to appoint any such
successor shall affect the resignation of Bank of America as L/C Issuer or
Swing Line Lender, as the case may be.  If Bank of America resigns as L/C
Issuer, it shall retain all the rights and obligations of the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Committed
Loans or fund risk participations in Unreimbursed Amounts pursuant to
Section 2.04(c)).  If Bank of America resigns as Swing Line Lender, it shall
retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date
of such resignation, including the right to require the Lenders to make Base
Rate Committed Loans or fund risk participations in outstanding Swing Line
Loans pursuant to Section 2.05(c).

11.07     TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.

      Each of the Administrative Agent, the Lenders and the L/C Issuer agrees
to maintain the confidentiality of the Information (as defined below), except
<PAGE>
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
                                       95
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 L/C Issuer 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
L/C Issuer 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.

11.08     RIGHT OF SETOFF.

      If an Event of Default shall have occurred and be continuing, each
Lender, the L/C Issuer and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted
by applicable law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by
such Lender, the L/C Issuer or any such Affiliate to or for the credit or the
account of the Borrower or any other Loan Party against any and all of the
obligations of the Borrower or such Loan Party now or hereafter existing under
this Agreement or any other Loan Document to such Lender or the L/C Issuer,
irrespective of whether or not such Lender or the L/C Issuer shall have made
any demand under this Agreement or any other Loan Document and although such
obligations of the Borrower or such Loan Party may be contingent or unmatured
or are owed to a branch or office of such Lender or the L/C Issuer different
from the branch or office holding such deposit or obligated on such
indebtedness.  The rights of each Lender, the L/C Issuer and their respective
<PAGE>
Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender, the L/C Issuer or their
respective Affiliates may have.  Each Lender and the L/C Issuer agrees to
notify the Borrower and the Administrative Agent promptly after any such setoff
and application, provided that the failure to give such notice shall not affect
the validity of such setoff and application.
                                       96
11.09     INTEREST RATE LIMITATION.

      Notwithstanding anything to the contrary contained in any Loan Document,
the interest paid or agreed to be paid under the Loan Documents shall not
exceed the maximum rate of non-usurious interest permitted by applicable Law
(the "Maximum Rate").  If the Administrative Agent or any Lender shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrower.  In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.

11.10     COUNTERPARTS; INTEGRATION; EFFECTIVENESS; AMENDMENT AND RESTATEMENT.

      This Agreement may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract.  This
Agreement and the other Loan Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the
subject matter hereof.  Except as provided in Section 4.01, this Agreement
shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties
hereto.  Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.  The Loan Parties and the Lenders (including the
L/C Issuer) each hereby agrees that, at such time as this Agreement shall have
become effective pursuant to the terms of this Section 11.10, (i) the Existing
Credit Agreement automatically shall be deemed amended and restated in its
entirety by this Agreement, and (ii) all of the promissory notes executed by
the Borrower in connection with the Existing Credit Agreement automatically
shall be deemed substituted and replaced by the promissory notes executed in
connection with this Agreement, and the Lenders holding such prior notes agree
promptly to return them to the Borrower.

11.11     SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

      All representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in
connection herewith or therewith shall survive the execution and delivery
hereof and thereof.  Such representations and warranties have been or will be
relied upon by the Administrative Agent and each Lender, regardless of any
investigation made by the Administrative Agent or any Lender or on their behalf
<PAGE>
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.
                                       97
11.12     SEVERABILITY.

      If any provision of this Agreement or the other Loan Documents is held to
be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan
Documents shall not be affected or impaired thereby and (b) the parties shall
endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable
provisions.  The invalidity of a provision in a particular jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.

11.13     REPLACEMENT OF LENDERS.

      If any Lender requests compensation under Section 3.04, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01,
or if any Lender is a Defaulting Lender, then the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by,
Section 11.06), all of its interests, rights and obligations under this
Agreement and the related Loan Documents to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that:

            (a)   the Borrower shall have paid to the Administrative Agent the
      assignment fee specified in Section 11.06(b);

            (b)   such Lender shall have received payment of an amount equal to
      the outstanding principal of its Loans and L/C Advances, accrued interest
      thereon, accrued fees and all other amounts payable to it hereunder and
      under the other Loan Documents (including any amounts under Section 3.05)
      from the assignee (to the extent of such outstanding principal and
      accrued interest and fees) or the Borrower (in the case of all other
      amounts);

            (c)   in the case of any such assignment resulting from a claim for
      compensation under Section 3.04 or payments required to be made pursuant
      to Section 3.01, such assignment will result in a reduction in such
      compensation or payments thereafter; and

            (d)   such assignment does not conflict with applicable Laws.

      A Lender shall not be required to make any such assignment or delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.
                                       98
<PAGE>
11.14     GOVERNING LAW; JURISDICTION; ETC.

      (a)   GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

      (b)   SUBMISSION TO JURISDICTION.  THE BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT,
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING
ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF
ANY JURISDICTION.

      (c)   WAIVER OF VENUE.  THE BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B)
OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

      (d)   SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
                                       99
11.15     WAIVER OF JURY TRIAL.

      EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.16     USA PATRIOT ACT NOTICE.

      Each Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
<PAGE>
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.

11.17     INTERCREDITOR AGREEMENT.

      Each Person that becomes a Lender hereunder in compliance with
Section 11.06 hereby agrees, promptly upon the request of the Administrative
Agent, to execute a joinder agreement, in substantially the form of Exhibit G,
to the Existing Intercreditor Agreement.  The Credit Parties, the Lenders and
the Administrative Agent hereby agree that this Agreement shall constitute the
"Credit Agreement" as defined and referred to in the Existing Intercreditor
Agreement.


                               ARTICLE XII
                                GUARANTY

12.01     THE GUARANTY.

      Each of the Guarantors hereby jointly and severally guarantees to each
Lender, each Affiliate of a Lender that enters into a Swap Contract, and the
Administrative Agent as hereinafter provided, as primary obligor and not as
surety, the prompt payment of the Obligations in full when due (whether at
stated maturity,
                                       100
as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise) strictly in accordance with the terms
thereof.  The Guarantors hereby further agree that if any of the Obligations
are not paid in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or
otherwise), the Guarantors will, jointly and severally, promptly pay the same,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Obligations, the same will be
promptly paid in full when due (whether at extended maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or
otherwise) in accordance with the terms of such extension or renewal.

      Notwithstanding any provision to the contrary contained herein or in any
other of the Loan Documents or Swap Contracts, the obligations of each
Guarantor under this Agreement and the other Loan Documents shall be limited to
an aggregate amount equal to the largest amount that would not render such
obligations subject to avoidance under the Debtor Relief Laws or any comparable
provisions of any applicable state law.

12.02     OBLIGATIONS UNCONDITIONAL.

      The obligations of the Guarantors under Section 12.01 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Loan Documents or Swap
Contracts, or any other agreement or instrument referred to therein, or any
substitution, release, impairment or exchange of any other guarantee of or
security for any of the Obligations, and, to the fullest extent permitted by
<PAGE>
applicable law, irrespective of any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section 12.02 that the obligations of
the Guarantors hereunder shall be absolute and unconditional under any and all
circumstances.  Each Guarantor agrees that such Guarantor shall have no right
of subrogation, indemnity, reimbursement or contribution against the Borrower
or any other Guarantor for amounts paid under this Article XII until such time
as the Obligations have been Fully Satisfied.  Without limiting the generality
of the foregoing, it is agreed that, to the fullest extent permitted by law,
the occurrence of any one or more of the following shall not alter or impair
the liability of any Guarantor hereunder which shall remain absolute and
unconditional as described above:

      (a)   at any time or from time to time, without notice to any Guarantor,
the time for any performance of or compliance with any of the Obligations shall
be extended, or such performance or compliance shall be waived;

      (b)   any of the acts mentioned in any of the provisions of any of the
Loan Documents, any Swap Contract between any Consolidated Party and any
Lender, or any Affiliate of a Lender, or any other agreement or instrument
referred to in the Loan Documents or such Swap Contracts shall be done or
omitted;

      (c)   the maturity of any of the Obligations shall be accelerated, or any
of the Obligations shall be modified, supplemented or amended in any respect,
or any right under any of the Loan Documents, any Swap Contract between any
Consolidated Party and any Lender, or any Affiliate of a Lender, or any other
agreement or instrument referred to in the Loan Documents or such Swap
Contracts shall be waived or any other guarantee of any of the Obligations or
any security therefor shall be released, impaired or exchanged in whole or in
part or otherwise dealt with;
                                       101
      (d)   any Lien granted to, or in favor of, the Agent or any Lender or
Lenders as security for any of the Obligations shall fail to attach or be
perfected; or

      (e)   any of the Obligations shall be determined to be void or voidable
(including, without limitation, for the benefit of any creditor of any
Guarantor) or shall be subordinated to the claims of any Person (including,
without limitation, any creditor of any Guarantor).

With respect to its obligations hereunder, each Guarantor hereby expressly
waives diligence, presentment, demand of payment, protest and all notices
whatsoever, and any requirement that the Agent or any Lender exhaust any right,
power or remedy or proceed against any Person under any of the Loan Documents,
any Swap Contract between any Consolidated Party and any Lender, or any
Affiliate of a Lender, or any other agreement or instrument referred to in the
Loan Documents or such Swap Contracts, or against any other Person under any
other guarantee of, or security for, any of the Obligations.

12.03     REINSTATEMENT.

      The obligations of the Guarantors under this Article XII shall be
automatically reinstated if and to the extent that for any reason any payment
by or on behalf of any Person in respect of the Obligations is rescinded or
must be otherwise restored by any holder of any of the Obligations, whether as
<PAGE>
a result of any proceedings in bankruptcy or reorganization or otherwise, and
each Guarantor agrees that it will indemnify the Agent and each Lender on
demand for all reasonable costs and expenses (including, without limitation,
fees and expenses of counsel) incurred by the Agent or such Lender in
connection with such rescission or restoration, including any such costs and
expenses incurred in defending against any claim alleging that such payment
constituted a preference, fraudulent transfer or similar payment under any
bankruptcy, insolvency or similar law.

12.04     CERTAIN ADDITIONAL WAIVERS.

      Each Guarantor agrees that such Guarantor shall have no right of recourse
to security for the Obligations, except through the exercise of rights of
subrogation pursuant to Section 12.02 and through the exercise of rights of
contribution pursuant to Section 12.06.

12.05     REMEDIES.

      The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Agent and the Lenders, on the
other hand, the Obligations may be declared to be forthwith due and payable as
provided in Section 9.02 (and shall be deemed to have become automatically due
and payable in the circumstances provided in said Section 9.02) for purposes of
Section 12.01 notwithstanding any stay, injunction or other prohibition
preventing such declaration (or preventing the Obligations from becoming
automatically due and payable) as against any other Person and that, in the
event of such declaration (or the Obligations being deemed to have become
automatically due and payable), the Obligations (whether or not due and payable
by any other Person) shall forthwith become due and payable by the Guarantors
for purposes of Section 12.01.  The Guarantors acknowledge and agree that to
the extent their obligations hereunder become
                                       102
secured, the Lenders may exercise their remedies thereunder in accordance with
the terms of the applicable security documents.

12.06     RIGHTS OF CONTRIBUTION.

      The Guarantors hereby agree as among themselves that, in connection with
payments made hereunder, each Guarantor shall have a right of contribution from
each other Guarantor in accordance with applicable Law.  Such contribution
rights shall be subordinate and subject in right of payment to the Obligations
until such time as the Obligations have been Fully Satisfied, and none of the
Guarantors shall exercise any such contribution rights until the Obligations
have been Fully Satisfied.

12.07     GUARANTEE OF PAYMENT; CONTINUING GUARANTEE.

      The guarantee in this Article XII is a guaranty of payment and not of
collection, is a continuing guarantee, and shall apply to all Obligations
whenever arising.
                                       103
<PAGE>
      IN  WITNESS  WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.


BORROWER:                     WAUSAU-MOSINEE PAPER CORPORATION


                                    By:
                                    Name:
                                    Title:
                                       S-1



SUBSIDIARY GUARANTORS:              RHINELANDER PAPER COMPANY, INC.,
                                        A WISCONSIN CORPORATION
                                    WAUSAU PAPERS OF NEW HAMPSHIRE, INC.,
                                        A DELAWARE CORPORATION
                                    WAUSAU PAPERS OTIS MILL INC.,
                                        A DELAWARE CORPORATION
                                    MOSINEE PAPER CORPORATION,
                                        A WISCONSIN CORPORATION
                                    BAY WEST PAPER CORPORATION,
                                        A WISCONSIN CORPORATION


                                    By:
                                    Name:
                                    Title:
                                       S-2


ADMINISTRATIVE
AGENT:                              BANK OF AMERICA, N.A.,
                                    as Administrative Agent


                                    By:
                                    Name:
                                    Title:
                                       S-2

LENDERS:                            BANK OF AMERICA, N.A., as a Lender,
                                    L/C Issuer and Swing Line Lender


                                    By:
                                    Name:
                                    Title:
                                       S-3

                                 [OTHER LENDERS][1]

Footnotes

[1] Each Lender should have a separate signature page.
                                       S-4


{00051057.TXT/1}