Exhibit 10.91

                                                                  EXECUTION COPY





                                CREDIT AGREEMENT


                          DATED AS OF SEPTEMBER 8, 2004



                                      AMONG



                             HEADWATERS INCORPORATED



                  THE LENDERS FROM TIME TO TIME PARTIES HERETO


                      MORGAN STANLEY SENIOR FUNDING, INC.,
                             AS ADMINISTRATIVE AGENT


                       MORGAN STANLEY & CO. INCORPORATED,
                               AS COLLATERAL AGENT


                              JPMORGAN CHASE BANK,
                              AS SYNDICATION AGENT
   ___________________________________________________________________________

       MORGAN STANLEY SENIOR FUNDING INC. AND J.P. MORGAN SECURITIES INC.,
                 AS JOINT LEAD ARRANGERS AND JOINT BOOK RUNNERS
  _____________________________________________________________________________


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                                TABLE OF CONTENTS

                                                                            Page
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ARTICLE I DEFINITIONS..........................................................1

1.1.     Certain Defined Terms.................................................1

1.2.     Plural Forms.........................................................27


ARTICLE II THE CREDITS........................................................27

2.1.     Revolving Loan Commitments and Term Loan B Commitments...............27

2.2.     Required Payments; Termination.......................................28

2.3.     Ratable Loans; Types of Advances.....................................30

2.4.     Swing Line Loans.....................................................30

2.5.     Commitment Fee; Aggregate Revolving Loan Commitment; Letter
           of Credit Facility.................................................32

2.6.     Minimum Amount of Each Advance.......................................33

2.7.     Optional Principal Payments..........................................33

2.8.     Method of Selecting Types and Interest Periods for New Advances......33

2.9.     Conversion and Continuation of Outstanding Advances; No
           Conversion or Continuation of Eurodollar Advances
           After Default......................................................34

2.10.    Changes in Interest Rate, Etc........................................35

2.11.    Rates Applicable After Default.......................................35

2.12.    Method of Payment....................................................35

2.13.    Noteless Agreement; Evidence of Indebtedness.........................36

2.14.    Telephonic Notices...................................................36

2.15.    Interest Payment Dates; Interest and Fee Basis.......................37

2.16.    Notification of Advances, Interest Rates, Prepayments and
           Revolving Loan Commitment Reductions; Availability of Loans........37

2.17.    Lending Installations................................................37

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2.18.    Non-Receipt of Funds by the Administrative Agent.....................38

2.19.    Replacement of Lender................................................38

2.20.    Facility LCs.........................................................39

2.21.    Defaulting Lenders...................................................43


ARTICLE III YIELD PROTECTION; TAXES...........................................46

3.1.     Yield Protection.....................................................46

3.2.     Changes in Capital Adequacy Regulations..............................47

3.3.     Availability of Types of Advances....................................48

3.4.     Funding Indemnification..............................................48

3.5.     Taxes................................................................48

3.6.     Lender Statements; Survival of Indemnity.............................50

3.7.     Alternative Lending Installation.....................................51


ARTICLE IV CONDITIONS PRECEDENT...............................................51

4.1.     Initial Credit Extension.............................................51

4.2.     Each Credit Extension................................................54


ARTICLE V REPRESENTATIONS AND WARRANTIES......................................55

5.1.     Existence and Standing...............................................55

5.2.     Authorization and Validity...........................................55

5.3.     No Conflict; Government Consent......................................55

5.4.     Financial Statements.................................................56

5.5.     Material Adverse Change..............................................56

5.6.     Taxes................................................................56

5.7.     Litigation and Contingent Obligations................................57

5.8.     Subsidiaries.........................................................57

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5.9.     ERISA................................................................57

5.10.    Accuracy of Information..............................................57

5.11.    Regulation U.........................................................58

5.12.    Material Agreements..................................................58

5.13.    Compliance with Laws.................................................58

5.14.    Ownership of Properties..............................................58

5.15.    Plan Assets; Prohibited Transactions.................................59

5.16.    Environmental Matters................................................59

5.17.    Investment Company Act...............................................59

5.18.    Public Utility Holding Company Act...................................59

5.19.    Insurance............................................................59

5.20.    No Default or Unmatured Default......................................59

5.21.    SDN List Designation.................................................59

5.22.    Solvency.............................................................59

5.23.    Senior Indebtedness..................................................59


ARTICLE VI COVENANTS..........................................................60

6.1.     Financial Reporting..................................................60

6.2.     Use of Proceeds......................................................62

6.3.     Notice of Default....................................................62

6.4.     Conduct of Business..................................................62

6.5.     Taxes................................................................63

6.6.     Insurance............................................................63

6.7.     Compliance with Laws.................................................63

6.8.     Maintenance of Properties............................................64

6.9.     Inspection; Keeping of Books and Records.............................64

6.10.    Restricted Payments..................................................64

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6.11.    Merger or Dissolution................................................65

6.12.    Sale of Assets.......................................................65

6.13.    Investments and Acquisitions.........................................66

6.14.    Indebtedness.........................................................67

6.15.    Liens................................................................69

6.16.    Affiliates...........................................................71

6.17.    Financial Contracts..................................................71

6.18.    Subsidiary Covenants.................................................71

6.19.    Contingent Obligations...............................................71

6.20.    Subordinated Indebtedness and Amendments to Subordinated
           Indebtedness Documents.............................................71

6.21.    Leverage Ratios......................................................72

6.22.    Fixed Charge Coverage Ratio..........................................73

6.23.    Capital Expenditures.................................................74

6.24.    Rentals..............................................................74

6.25.    Guarantors...........................................................74

6.26.    Collateral; Environmental Reports....................................75

6.27.    Sale and Leaseback Transactions......................................78

6.28.    Sale of Receivables..................................................78

6.29.    Insurance and Condemnation Proceeds..................................78

6.30.    Amendments of Constitutive Documents.................................78

6.31.    Partnership, Etc.....................................................78

6.32.    Negative Pledge......................................................78


ARTICLE VII DEFAULTS..........................................................79


ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES...................82

8.1.     Acceleration.........................................................82

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8.2.     Amendments...........................................................83

8.3.     Preservation of Rights...............................................84


ARTICLE IX GENERAL PROVISIONS.................................................85

9.1.     Survival of Representations..........................................85

9.2.     Governmental Regulation..............................................85

9.3.     Headings.............................................................85

9.4.     Entire Agreement.....................................................85

9.5.     Several Obligations; Benefits of This Agreement......................85

9.6.     Expenses; Indemnification............................................85

9.7.     Numbers of Documents.................................................86

9.8.     Accounting...........................................................86

9.9.     Severability of Provisions...........................................87

9.10.    Nonliability of Lenders..............................................87

9.11.    Confidentiality......................................................87

9.12.    Nonreliance..........................................................88

9.13.    Disclosure...........................................................88

9.14.    Performance of Obligations...........................................88

9.15.    USA Patriot Act Notification.........................................89


ARTICLE X THE AGENTS..........................................................89

10.1.    Appointment; Nature of Relationship..................................89

10.2.    Powers...............................................................90

10.3.    General Immunity.....................................................90

10.4.    No Responsibility for Loans, Recitals, Etc...........................90

10.5.    Action on Instructions of Lenders....................................90

10.6.    Employment of Agents and Counsel.....................................91

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10.7.    Reliance on Documents; Counsel.......................................91

10.8.    Administrative Agent's Reimbursement and Indemnification.............91

10.9.    Notice of Default....................................................92

10.10.   Rights as a Lender...................................................92

10.11.   Lender Credit Decision...............................................92

10.12.   Successor Agents.....................................................92

10.13.   Administrative Agent and Lead Arrangers Fees.........................94

10.14.   Delegation to Affiliates.............................................94

10.15.   Co-Agents, Documentation Agent, Syndication Agent, Etc...............94

10.16.   Collateral Documents.................................................94

10.17.   Supplemental Collateral Agent........................................95


ARTICLE XI SETOFF; RATABLE PAYMENTS...........................................96

11.1.    Setoff...............................................................96

11.2.    Ratable Payments.....................................................96


ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.................96

12.1.    Successors and Assigns...............................................96

12.2.    Participations.......................................................97

12.3.    Assignments..........................................................98

12.4.    Dissemination of Information........................................100

12.5.    Tax Treatment.......................................................100


ARTICLE XIII NOTICES.........................................................100

13.1.    Notices; Effectiveness; Electronic Communication....................100

13.2.    Change of Address, Etc..............................................102

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ARTICLE XIV COUNTERPARTS; INTEGRATION; EFFECTIVENESS;
            ELECTRONIC EXECUTION.............................................102

14.1.    Counterparts; Effectiveness.........................................102

14.2.    Electronic Execution of Assignments.................................102


ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL......102

15.1.    CHOICE OF LAW.......................................................102

15.2.    CONSENT TO JURISDICTION.............................................102

15.3.    WAIVER OF JURY TRIAL................................................103

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                                    SCHEDULES

Commitment Schedule

Pricing Schedule

Schedule I Intentionally Omitted

Schedule II Southwest Concrete Escrow and Deposit Accounts

Schedule III Permitted Alternative Fuel Acquisition

Schedule 2.20 - Existing Letters of Credit

Schedule 5.7 - Litigation

Schedule 5.8 - Subsidiaries

Schedule 5.14(a)(i) - Owned Real Property

Schedule 5.14(a)(ii) - Real Property Leases

Schedule 5.14(a)(iii) - Tenant Leases

Schedule 5.14(b)(iii) - Real Property Collateral

Schedule 6.10 - Permitted Restricted Payments

Schedule 6.13(A) - Existing Investments

Schedule 6.13(B) - Non-Subsidiary Investments

Schedule 6.14(A) - Existing Indebtedness

Schedule 6.14(B) - Subordination Terms re. Intercompany Indebtedness

Schedule 6.15 - Existing Liens

Schedule 6.23 Excepted Capital Expenditures

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                                    EXHIBITS

Exhibit A-1     -      Form of Borrower's Counsel's Opinion

Exhibit A-2     -      Form of Opinion of Local Counsel

Exhibit A-3     -      Form of Corporate Formalities Opinion

Exhibit B       -      Form of Compliance Certificate

Exhibit C       -      Form of Assignment and Assumption Agreement

Exhibit D       -      Form of Loan/Credit Related Money Transfer Instruction

Exhibit E-1     -      Form of Promissory Note for Revolving Loan (if requested)

Exhibit E-2     -      Form of Promissory Note for Term B Loan (if requested)

Exhibit F       -      Form of Officer's Certificate

Exhibit G       -      List of Closing Documents

Exhibit H       -      Form of Mortgage

                                      -ii-
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                                CREDIT AGREEMENT

         This Credit Agreement, dated as of September 8, 2004, is entered into
by and among Headwaters Incorporated, a Delaware corporation, the Lenders, the
Initial LC Issuers, Morgan Stanley Senior Funding Inc., as joint lead arranger
and joint bookrunner and as Administrative Agent, J.P. Morgan Securities Inc.,
as joint lead arranger and joint bookrunner and JPMorgan Chase Bank as
syndication agent. The parties hereto agree as follows:

                                   ARTICLE I
                                   DEFINITIONS

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

         "Accounting Changes" is defined in Section 9.8 hereof.

         "ACM Block & Brick" means ACM Block & Brick, LP.

         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the Closing Date, by which the Borrower or
any of its Subsidiaries (i) acquires any going business or all or substantially
all of the assets of any firm, corporation or limited liability company, or
division thereof, whether through purchase of assets, merger or otherwise or
(ii) directly or indirectly acquires (in one transaction or as the most recent
transaction in a series of transactions) at least a majority (in number of
votes) of the securities of a corporation which have ordinary voting power for
the election of directors (other than securities having such power only by
reason of the happening of a contingency) or a majority (by percentage of voting
power) of the outstanding ownership interests of a partnership or limited
liability company of any Person.

         "Administrative Agent" means MSSF in its capacity as contractual
representative of the Lenders pursuant to Article X, and not in its individual
capacity as a Lender, as Administrative Agent, and any successor Administrative
Agent appointed pursuant to Article X.

         "Advance" means a borrowing hereunder consisting of the aggregate
amount of several Revolving Loans or Term B Loans, as the case may be (i) made
by some or all of the Lenders on the same Borrowing Date, or (ii) converted or
continued by the Lenders on the same date of conversion or continuation,
consisting, in either case, of the aggregate amount of the several Loans of the
same Type and, in the case of Eurodollar Loans, for the same Interest Period.
The term "Advance" shall include Swing Line Loans unless otherwise expressly
provided.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person is the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934) of 10% or more of any class of voting securities (or other ownership
interests) of the controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of voting securities, by contract
or otherwise; provided that neither any Agent nor any Lender shall be deemed to

<PAGE>

be an Affiliate of any Credit Party or any Subsidiary of Affiliate of any Credit
Party solely by virtue of such Agent's or Lender's being an Agent or Lender, as
the case may be, hereunder.

         "Agents" means the Administrative Agent and the Collateral Agent.

         "Aggregate Outstanding Revolving Credit Exposure" means, at any time,
the aggregate of the Outstanding Revolving Credit Exposure of all the Lenders.

         "Aggregate Revolving Loan Commitment" means the aggregate of the
Revolving Loan Commitments of all the Lenders, as may be increased or reduced
from time to time pursuant to the terms hereof. The initial Aggregate Revolving
Loan Commitment is Sixty Million and 00/100 Dollars ($60,000,000).

         "Aggregate Term Loan B Commitment" means the aggregate of the Term Loan
B Commitments of all the Lenders, as may be reduced from time to time pursuant
hereto. The initial Aggregate Term Loan B Commitment is Six-Hundred Forty
Million and 00/100 Dollars ($640,000,000).

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

         "Agreement Accounting Principles" means generally accepted accounting
principles as in effect in the United States, applied in a manner consistent
with that used in preparing the financial statements of the Borrower referred to
in Section 5.4, except as amended from time to time to incorporate Accounting
Changes pursuant to Section 9.8 hereof.

         "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Base Rate for such day and (ii) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.

         "Applicable Fee Rate" means, with respect to the Commitment Fee at any
time, the percentage rate per annum which is applicable at such time with
respect to such fee as set forth in the Pricing Schedule.

         "Applicable Margin" means, (i) with respect to Term B Loans of any Type
at any time, the percentage rate per annum which is applicable at such time with
respect to Term B Loans of such Type as set forth in the Pricing Schedule and
(ii) with respect to Revolving Loans of any Type at any time, the percentage
rate per annum which is applicable at such time with respect to Revolving Loans
of such Type as set forth in the Pricing Schedule.

         "Applicable Pledge Percentage" means 100%, but 65% in the case of a
pledge of Equity Interests of a Foreign Subsidiary to the extent a 100% pledge
would cause a Deemed Dividend Problem or a Financial Assistance Problem.

         "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.

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

         "Asset Sale" means, with respect to the Borrower or any Subsidiary, the
sale, lease, conveyance, disposition or other transfer by such Person of any of
its assets (including by way of a sale-leaseback transaction, and including the
sale or other transfer of any of the capital stock or other equity interests of
such Person or any Subsidiary of such Person) to any Person other than the
Borrower or any of its wholly-owned Subsidiaries other than (i) the sale of
Property in the ordinary course of business, including, without limitation, the
sale or other disposition of any obsolete, excess, damaged or worn-out Property,
(ii) leases of assets in the ordinary course of business reasonably determined
by the Borrower or its Subsidiaries to be in the best interests of the Borrower
or its Subsidiaries, as applicable, (iii) sales or dispositions of Property with
an aggregate fair market value not to exceed, during any fiscal year of the
Borrower, one percent (1%) of Consolidated Total Assets, (iv) to the extent
consummated as Tax-Free Exchange Transactions, sales or dispositions of real
Property with an aggregate fair market value not to exceed, in any fiscal year
of the Borrower, one percent (1%) of Consolidated Total Assets, and (v) any
transactions among the Borrower and its Subsidiaries, so long as the transferee
of the Property has granted the Administrative Agent a first-priority,
fully-perfected Lien for the benefit of the Holders of Secured Obligations on
all of the transferee's Property as security for the Secured Obligations.

         "Assignment Agreement" is defined in Section 12.3.1.

         "Authorized Officer" means any of the Chief Executive Officer, Chief
Financial Officer, Treasurer or General Counsel of the Borrower, or such other
officer of the Borrower as may be designated by the Borrower in writing to the
Administrative Agent from time to time, acting singly.

         "Available Aggregate Revolving Loan Commitment" means, at any time, the
Aggregate Revolving Loan Commitment then in effect minus the Aggregate
Outstanding Revolving Credit Exposure at such time.

         "Bank One" means Bank One, NA, a national banking association having
its principal office in Chicago, Illinois, and its successors.

         "Base Rate" means a fluctuating interest rate per annum in effect from
time to time, which rate per annum shall at all times be equal to the higher of:
(a) the rate of interest published by the Wall Street Journal, from time to
time, as the prime rate; and (b) 1/2 of 1% per annum above the Federal Funds
Effective Rate.

         "BBH Debt" means the existing indebtedness of ACM Block & Brick owing
to Brown Brothers Harriman.

         "Borrower" means Headwaters Incorporated, a Delaware corporation, and
its permitted successors and assigns (including, without limitation, a debtor in
possession on its behalf).

         "Borrower Incentive Plans" means the Borrower's 1995 Stock Option Plan,
the 2000 Employee Stock Purchase Plan, the 2002 Stock Incentive Plan, the 2003

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Stock Incentive Plan and any similar or successor incentive plans as shall from
time to time be in effect with respect to the Borrower or any Subsidiary.

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

         "Borrowing Notice" is defined in Section 2.8.

         "Brown Brothers Harriman" means Brown Brothers Harriman & Co.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in New York City for the conduct of substantially
all of their commercial lending activities, interbank wire transfers can be made
on the Fedwire system and dealings in Dollars are carried on in the London
interbank market and (ii) for all other purposes, a day (other than a Saturday
or Sunday) on which banks generally are open in New York City for the conduct of
substantially all of their commercial lending activities and interbank wire
transfers can be made on the Fedwire system.

         "Capital Expenditures" means, without duplication, any expenditures for
any purchase or other acquisition of any asset which would be classified as a
fixed or capital asset on a consolidated balance sheet of the Borrower and its
Subsidiaries prepared in accordance with Agreement Accounting Principles, but
excluding, solely for the fiscal year in which each Acquisition is consummated,
any such expenditures of any Person or business acquired pursuant to such
Acquisition. For the purpose of this definition, the purchase price of Property
which is acquired simultaneously with the trade-in of existing Property owned by
such Person or any of its Subsidiaries or with insurance proceeds shall be
included in Capital Expenditures only to the extent of the gross amount of such
purchase price less the credit granted by the seller of such Property being
traded in at such time or the amount of such proceeds, as the case may be.

         "Capitalized Lease" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "Cash Equivalent Investments" means (i) short-term obligations of, or
fully guaranteed by, the United States of America, (ii) commercial paper rated
A-1 or better by S&P or P-1 or better by Moody's, (iii) demand deposit accounts
maintained in the ordinary course of business, and (iv) certificates of deposit
issued by and time deposits with commercial banks (whether domestic or foreign)
having capital and surplus in excess of $100,000,000; provided in each case that
the same provides for payment of both principal and interest (and not principal
alone or interest alone) and is not subject to any contingency regarding the
payment of principal or interest.

         "Change of Control" means (i) the acquisition by any Person, or two or
more Persons acting in concert, of beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities

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Exchange Act of 1934) of 35% or more of the outstanding shares of voting stock
of the Borrower; (ii) other than pursuant to a transaction permitted hereunder,
the Borrower shall cease to own, directly or indirectly and free and clear of
all Liens or other encumbrances, a majority of the outstanding shares of voting
stock of the Guarantors on a fully diluted basis; or (iii) the majority of the
Board of Directors of the Borrower fails to consist of Continuing Directors.

         "Closing Date" means September 8, 2004.

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time, and any rule or regulation issued
thereunder.

         "Collateral" means all Property and interests in Property now owned or
hereafter acquired by the Borrower or any of its Subsidiaries in or upon which a
security interest, lien, mortgage, leasehold mortgage, deed of trust, leasehold
deed of trust or trust deed is granted to the Administrative Agent, for the
benefit of the Holders of Secured Obligations, whether under the Pledge and
Security Agreement, under any of the other Collateral Documents or under any of
the other Loan Documents.

         "Collateral Agent" means Morgan Stanley & Co. Incorporated in its
capacity as Collateral Agent for the Lenders, and any successor Collateral Agent
appointed pursuant to Article X.

         "Collateral Documents" means all agreements, instruments and documents
executed in connection with this Agreement that are intended to create or
evidence Liens to secure the Secured Obligations, including, without limitation,
the Pledge and Security Agreement, the Intellectual Property Security
Agreements, the Mortgages and all other security agreements, mortgages,
leasehold mortgages, deeds of trust, leasehold deeds of trust, trust deeds, loan
agreements, notes, guarantees, subordination agreements, pledges, powers of
attorney, consents, assignments, contracts, fee letters, notices, leases,
financing statements and all other written matter whether heretofore, now, or
hereafter executed by the Borrower or any of its Subsidiaries and delivered to
the Administrative Agent.

         "Collateral Shortfall Amount" is defined in Section 8.1.

         "Commitment Fee" is defined in Section 2.5.1.

         "Commitment Schedule" means the Schedule identifying each Lender's
Revolving Loan Commitment, LC Commitment and Term Loan B Commitment as of the
Closing Date attached hereto and identified as such.

         "Consolidated Capital Expenditures" means, with reference to any
period, the Capital Expenditures of the Borrower and its Subsidiaries calculated
on a consolidated basis for such period; provided, that for the fiscal quarter
ended September 30, 2004, Consolidated Capital Expenditures of the Borrower and
its Subsidiaries shall be deemed to be $7,300,000.

         "Consolidated EBITDA" means Consolidated Net Income plus, to the extent
deducted from revenues in determining Consolidated Net Income, (i) Consolidated
Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation,

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(iv) amortization, (v) non-cash charges for impairments of goodwill and
intangible assets and (vi) an amount equal to the tax credits under Section 29
of the Code during such period as a result of the Permitted Alternative Fuel
Acquisition up to an amount not to exceed $20,000,000 in any fiscal year
thereafter minus, to the extent included in Consolidated Net Income, (i)
interest income, all calculated for the Borrower and its Subsidiaries on a
consolidated basis and (ii) deferred license fees recognized in the fiscal
quarter ending March 31, 2004 in an amount equal to $24,755,000.00; provided
that (w) for the twelve months ended June 30, 2004, Consolidated EBITDA shall be
deemed to be $202,828,000.00, (x) for the fiscal quarter ended December 31,
2003, Consolidated EBITDA shall be deemed to be $53,485,000.00, (y) for the
fiscal quarter ended March 31, 2004, Consolidated EBITDA shall be deemed to be
$39,677,000.00 and (z) for the fiscal quarter ended June 30, 2004, Consolidated
EBITDA shall be deemed to be $58,341,000.00. Notwithstanding anything herein, in
any financial statements of the Borrower or in Agreement Accounting Principles
to the contrary, for purposes of calculating and determining Consolidated
EBITDA, any Acquisition made by the Borrower or any of its Subsidiaries,
including through mergers or consolidations and including any related financing
transactions, during the period for which such Consolidated EBITDA was
calculated shall be deemed to have occurred on the first day of the relevant
period for which such Consolidated EBITDA was calculated on a pro forma basis
reasonably acceptable to the Administrative Agent, but without giving effect to
any projected synergies resulting from such Acquisition.

         "Consolidated EBITDAR" means Consolidated EBITDA plus Rentals.

         "Consolidated Funded Indebtedness" means, at any time, with respect to
any Person, the sum of, without duplication, (i) the aggregate Dollar amount of
Consolidated Indebtedness owing by such Person or for which such Person is
liable which has actually been funded and is outstanding at such time, whether
or not such amount is due or payable at such time, plus (ii) the aggregate
stated or face amount of all standby Letters of Credit at such time for which
such Person is the account party or is otherwise liable, plus (iii) the
aggregate amount of Capitalized Lease Obligations owing by such Person or for
which such Person is otherwise liable, plus (iv) the aggregate amount of
Off-Balance Sheet Liabilities of such Person, plus (v) Contingent Obligations of
any of the Indebtedness described in the foregoing clauses (i), (ii), (iii) and
(iv).

         "Consolidated Future Maturities" means, with reference to any period,
all scheduled payments of principal to be paid within the four fiscal quarters
immediately following the last day of such period (other than prepayments of
Loans pursuant to Section 2.2(d) of this Agreement) with respect to all
Consolidated Indebtedness of the Borrower and its Subsidiaries.

         "Consolidated Indebtedness" means at any time, with respect to any
Person, the Indebtedness of such Person and its Subsidiaries calculated on a
consolidated basis as of such time.

         "Consolidated Interest Expense" means, with reference to any period,
the interest expense of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period, in accordance with Agreement Accounting
Principles, including without limitation, any Off-Balance Sheet Liability that
would constitute interest if the transaction giving rise to such Off-Balance
Sheet Liability were re-characterized as a loan transaction; provided, that for

                                       6
<PAGE>

the fiscal quarter ended September 30, 2004, Consolidated Interest Expenses
shall be deemed to be $12,000,000.

         "Consolidated Net Income" means, with reference to any period, the net
income (or loss) of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period in accordance with Agreement Accounting
Principles.

         "Consolidated Rentals" means, with reference to any period, the Rentals
of the Borrower and its Subsidiaries calculated on a consolidated basis for such
period in accordance with Agreement Accounting Principles.

         "Consolidated Tangible Assets" means Consolidated Total Assets minus
any assets treated as intangible assets under Agreement Accounting Principles.

         "Consolidated Total Assets" means the total assets of the Borrower and
its Subsidiaries calculated on a consolidated basis in accordance with Agreement
Accounting Principles.

         "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses (other than for
collection or deposit in the ordinary course of business), contingently agrees
to purchase or provide funds for the payment of, or otherwise becomes or is
contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or the obligations of any such Person as general
partner of a partnership with respect to the liabilities of the partnership,
other than indemnity obligations that do not relate to Indebtedness of third
parties.

         "Continuing Director" means, with respect to any Person as of any date
of determination, any member of the board of directors of such Person who (i)
was a member of such board of directors on the Closing Date, or (ii) was
nominated for election or elected to such board of directors with the approval
of the required majority of the Continuing Directors who were members of such
board at the time of such nomination or election; provided that any individual
who is so elected or nominated in connection with a merger, consolidation,
acquisition or similar transaction shall not be a Continuing Director unless
such individual was a Continuing Director prior thereto.

         "Controlled Group" means all members of a controlled group of
corporations or other business entities and all trades or businesses (whether or
not incorporated) under common control which, together with the Borrower or any
of its Subsidiaries, are treated as a single employer under Section 414 of the
Code.

         "Conversion/Continuation Notice" is defined in Section 2.9.

         "Convertible Notes Indenture" means the Indenture dated as of June 1,
2004 between the Borrower, as Issuer and Wells Fargo Bank, National Association,
as Trustee for the holders of the Borrower's 2-7/8% Convertible Senior
Subordinated Notes due 2016.

                                       7
<PAGE>

         "Credit Extension" means the making of an Advance or the issuance of a
Facility LC hereunder.

         "Credit Extension Date" means the Borrowing Date for an Advance or the
issuance date for a Facility LC.

         "Credit Party" means, at any time, any of the Borrower and any Person
which is a Guarantor at such time.

         "Deemed Dividend Problem" means, with respect to any Foreign
Subsidiary, such Foreign Subsidiary's accumulated and undistributed earnings and
profits being deemed to be repatriated to the Borrower or the applicable parent
Domestic Subsidiary for U.S. federal income tax purposes and the effect of such
repatriation causing adverse tax consequences to the Borrower or such parent
Domestic Subsidiary, in each case as determined by the Borrower in its
commercially reasonable judgment acting in good faith and in consultation with
its legal and tax advisors.

         "Default" means an event described in Article VII.

         "Defaulted Amount" means, with respect to any Lender at any time, any
amount required to be paid by such Lender to any Agent or any other Lender
hereunder or under any other Loan Document at or prior to such time that has not
been so paid as of such time, including, without limitation, any amount required
to be paid by such Lender to (a) the Swing Line Lender pursuant to Section 2.4.4
to purchase a portion of a Swing Line Loan made by the Swing Line Lender, (b)
any LC Issuer pursuant to Section 2.20.2 to purchase a participation in a
Facility LC issued by such LC Issuer, (c) the Administrative Agent pursuant to
Section 2.18 to reimburse the Administrative Agent for the amount of any Loan
made by the Administrative Agent for the account of such Lender, (d) any other
Lender pursuant to Section 11.2 to purchase any participation in Loans owing to
such other Lender and (e) any Agent or any LC Issuer pursuant to Section 10.8 to
reimburse such Agent or such LC Issuer for such Lender's ratable share of any
amount required to be paid by the Lenders to such Agent or such LC Issuer as
provided therein. In the event that a portion of a Defaulted Amount shall be
deemed paid pursuant to Section 2.21(b), the remaining portion of such Defaulted
Amount shall be considered a Defaulted Amount originally required to be paid
hereunder or under any other Loan Document on the same date as the Defaulted
Amount so deemed paid in part.

         "Defaulting Lender" means, at any time, any Lender that, at such time,
(a) owes a Defaulted Loan or a Defaulted Amount or (b) shall take any action or
be the subject of any action or proceeding of a type described in Section 7.6.

         "Defaulted Loan" means, with respect to any Lender at any time, the
portion of any Loan required to be made by such Lender to the Borrower pursuant
to Section 2.1 at or prior to such time that has not been made by such Lender or
by the Administrative Agent for the account of such Lender pursuant to Section
2.18 as of such time. In the event that a portion of a Defaulted Loan shall be
deemed made pursuant to Section 2.21(a), the remaining portion of such Defaulted
Loan shall be considered a Defaulted Loan originally required to be made
pursuant to Section 2.1 on the same date as the Defaulted Loan so deemed made in
part.

                                       8
<PAGE>

         "Disqualified Stock" means any capital stock or other equity interest
that, by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable), or upon the happening of any event, matures or
is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
or redeemable at the option of the holder thereof, in whole or in part, on or
prior to the date that is 91 days after the later of the (i) the Revolving Loan
Termination Date, and (ii) the Term Loan B Maturity Date.

         "Dollar", "dollar" and "$" means the lawful currency of the United
States of America.

         "Domestic Subsidiary" means any Subsidiary of any Person organized
under the laws of a jurisdiction located in the United States of America.

         "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, injunctions, permits, concessions, franchises,
licenses, agreements and other governmental restrictions relating to (i) the
protection of the environment, (ii) the effect of the environment on human
health, (iii) emissions, discharges or releases of pollutants, contaminants,
hazardous substances or wastes into surface water, ground water or land, or (iv)
the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, hazardous substances or
wastes or the clean-up or other remediation thereof.

         "Environmental Permit" means any permit, approval, identification
number, license or other authorization required under any Environmental Law.

         "Equipment" means all of the Borrower's and each Subsidiary's present
and future (i) equipment, including, without limitation, machinery,
manufacturing, distribution, data processing and office equipment, assembly
systems, tools, molds, dies, fixtures, appliances, furniture, furnishings,
vehicles, vessels, aircraft, aircraft engines, and trade fixtures, (ii) other
tangible personal property (other than inventory), and (iii) any and all
accessions, parts and appurtenances attached to any of the foregoing or used in
connection therewith, and any substitutions therefor and replacements, products
and proceeds thereof.

         "Equity Interests" means, with respect to any Person, shares of capital
stock of (or other ownership or profit interests in) such Person, warrants,
options or other rights for the purchase or other acquisition from such Person
of shares of capital stock of (or other ownership or profit interests in) such
Person, and other ownership or profit interests in such Person (including,
without limitation, partnership, member or trust interests therein), whether
voting or non-voting, and whether or not such shares, warrants, options, rights
or other interests are authorized or otherwise existing on any date of
determination.

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

         "Eurodollar Advance" means an Advance which, except as otherwise
provided in Section 2.11, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Base Rate" means, for any Interest Period, an interest rate
per annum equal to the rate per annum obtained by dividing (a) the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on

                                       9
<PAGE>

the page of the Telerate screen (or any successor page) that displays an average
British Bankers Association Interest Settlement Rate for deposits in Dollars
(for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period, determined as of approximately 11:00 A.M. (London time)
two Business Days before the first day of such Interest Period (provided that,
if for any reason such rate does not appear on such page or service or such page
or service shall not be available, the term "Eurodollar Base Rate" shall mean
the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
equal to the rate determined by the Administrative Agent to be the offered rate
on such other page or other service that displays an average British Bankers
Association Interest Settlement Rate for deposits in Dollars (for delivery on
the first day of such Interest Period) with a term equivalent to such Interest
Period, determined as of approximately 11:00 A.M. (London time) two Business
Days prior to the first day of such Interest Period) by (b) a percentage equal
to 100% minus the Eurodollar Rate Reserve Percentage for such Interest Period.

         "Eurodollar Loan" means a Revolving Loan which, except as otherwise
provided in Section 2.11, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Rate" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the sum of the Eurodollar Base Rate applicable to such
Interest Period, plus the Applicable Margin then in effect, changing as and when
the Applicable Margin changes.

         "Eurodollar Rate Reserve Percentage" for any Interest Period for all
Eurodollar Loans comprising part of the same Advance means the reserve
percentage applicable two Business Days before the first day of such Interest
Period under regulations issued from time to time by the Board of Governors of
the Federal Reserve System (or any successor) for determining the maximum
reserve requirement (including, without limitation, any emergency, supplemental
or other marginal reserve requirement) for a member bank of the Federal Reserve
System in New York City with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities (or with respect to any other category of
liabilities that includes deposits by reference to which the interest rate on
Eurodollar Loans is determined) having a term equal to such Interest Period.

         "Event of Loss" means, with respect to any Property, any of the
following: (i) any loss, destruction or damage of such Property or (ii) any
condemnation, seizure, or taking, by exercise of the power of eminent domain or
otherwise, of such Property, or confiscation of such Property or the requisition
of the use of such Property by any Governmental Authority.

         "Excess Cash Flow" means, without duplication, for any fiscal year, an
amount equal to:

                           (i)      Consolidated EBITDA for such period (less
                                    any extraordinary, unusual or other
                                    non-recurring gains or other income,
                                    non-cash income, all calculated for the
                                    Borrower and its Subsidiaries on a
                                    consolidated basis);

         Minus             (ii)     taxes paid in cash during such period;

                                       10
<PAGE>

         Minus(Plus)       (iii)    the net increase (decrease), if any, in
                                    Working Capital during such period;

         Minus             (iv)     Consolidated Capital Expenditures and
                                    Permitted Acquisitions during such period in
                                    each case to the extent made in cash and
                                    permitted pursuant to the terms hereof;

         Minus             (v)      payments of principal on the Term B Loans
                                    pursuant to Section 2.1.2, Net Revolver
                                    Payments (but solely to the extent that in
                                    the immediately preceding fiscal year no
                                    Excess Cash Flow Payments were made by the
                                    Borrower) and payments of principal on all
                                    other Indebtedness of the Borrower and its
                                    Subsidiaries during such period.

         Minus             (vi)     Consolidated Interest Expense paid in cash
                                    during such period.

         "Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Administrative Agent, taxes imposed on its overall
net income, and franchise taxes imposed on it, by (i) the jurisdiction under the
laws of which such Lender or the Administrative Agent is incorporated or
organized or any political combination or subdivision or taxing authority
thereof or (ii) the jurisdiction in which the Administrative Agent's or such
Lender's principal executive office or such Lender's applicable Lending
Installation is located.

         "Exempt Property" means (i) in the case of the Real Property, all such
Real Property other than the Real Property Collateral (ii) all vehicles and
other Collateral subject to state certificate of title statutes (iii) all
Deposit Accounts (as defined in the Security Agreement) which are not maintained
with the Collateral Agent and that with respect to which Account Control
Agreements (as defined in the Pledge and Security Agreement) are not required to
be entered into pursuant to the terms of the Pledge and Security Agreement and
(iv) the escrow and deposit accounts established in connection with Permitted
Acquisitions or set forth on Schedule II hereto.

         "Exhibit" refers to an exhibit to this Agreement, unless another
document is specifically referenced.

         "Existing Credit Agreement" means that certain Credit Agreement dated
as of March 31, 2004 between the Borrower, certain of its subsidiaries, the
lenders party thereto and Bank One, NA (Main Office Chicago) as administrative
agent, as the same has been amended or supplemented prior to the Closing Date.

         "Existing Letters of Credit" means those Letters of Credit identified
in Schedule 2.20.

         "Facility LC" is defined in Section 2.20.1.

         "Facility LC Application" is defined in Section 2.20.3.

         "Facility LC Collateral Account" means a special collateral account
maintained pursuant to arrangements satisfactory to the Administrative Agent;

                                       11
<PAGE>

such account to be in the name of the Borrower but under the sole dominion and
control of the Administrative Agent, for the benefit of the Lenders, and in
which the Borrower shall have no control other than as set forth in Section 8.1.

         "Federal Funds Effective Rate" means, for any day, an interest 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 for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (New
York City time) on such day on such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

         "Financial Contract" of a Person means (i) any exchange-traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics or (ii) any Rate Management Transaction.

         "Financial Assistance Problem" means, with respect to any Foreign
Subsidiary, the inability of such Foreign Subsidiary to become a Subsidiary
Guarantor or to permit its Capital Stock from being pledged pursuant to a pledge
agreement on account of legal or financial limitations imposed by the
jurisdiction of organization of such Foreign Subsidiary or other relevant
jurisdictions having authority over such Foreign Subsidiary, in each case as
determined by the Borrower in its commercially reasonable judgment acting in
good faith and in consultation with its legal and tax advisors

         "Financing" means, with respect to any Person, (i) the issuance or sale
by such Person of any Equity Interests in such Person for cash, other than the
issuance of Equity Interests to then current officers, directors, employees and
consultants pursuant to any of the Borrower Incentive Plans or (ii) the issuance
or sale by such Person of any Permitted Indebtedness.

         "First Tier Foreign Subsidiary" means each Foreign Subsidiary with
respect to which any one or more of the Borrower and its Domestic Subsidiaries
directly owns or controls more than 50% of such Foreign Subsidiary's issued and
outstanding equity interests.

         "Fixed Charge Coverage Ratio" is defined in Section 6.22.

         "Floating Rate" means, for any day, a rate per annum equal to the sum
of (i) the Alternate Base Rate for such day, changing when and as the Alternate
Base Rate changes plus (ii) the Applicable Margin then in effect, changing as
and when the Applicable Margin changes.

         "Floating Rate Advance" means an Advance which, except as otherwise
provided in Section 2.11, bears interest at the Floating Rate.

         "Floating Rate Loan" means a Loan which, except as otherwise provided
in Section 2.11, bears interest at the Floating Rate.

         "Foreign Subsidiary" means any Subsidiary of any which is not a
Domestic Subsidiary of such Person.

                                       12
<PAGE>

         "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.

         "Governmental Authority" means any nation or government, any foreign,
federal, state, local or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

         "Guarantor" means each Subsidiary of the Borrower which is a party to
the Guaranty Agreement, including each Subsidiary of the Borrower which becomes
a party to the Guaranty Agreement pursuant to a joinder or other supplement
thereto.

         "Guaranty Agreement" means the Guaranty Agreement, dated as of the
Closing Date, made by the Guarantors in favor of the Administrative Agent for
the benefit of the Holders of Secured Obligations, as the same may be amended,
restated, supplemented or otherwise modified from time to time.

         "Hazardous Materials" means (a) petroleum or petroleum products,
by-products or breakdown products, radioactive materials, asbestos-containing
materials, polychlorinated biphenyls and radon gas and (b) any other chemicals,
materials or substances designated, classified or regulated as hazardous or
toxic or as a pollutant or contaminant under any Environmental Law.

         "Holders of Secured Obligations" means the holders of the Secured
Obligations from time to time and shall refer to (i) each Lender in respect of
its Loans, (ii) each LC Issuer in respect of Reimbursement Obligations, (iii)
the Administrative Agent, the Lenders and each LC Issuer in respect of all other
present and future obligations and liabilities of the Borrower or any of the
Guarantors of every type and description arising under or in connection with
this Agreement or any other Loan Document, (iv) each Lender (or affiliate
thereof), in respect of all Rate Management Obligations of the Borrower and any
Subsidiary to such Lender (or such affiliate) as exchange party or counterparty
under any Rate Management Transaction, (v) each Lender (or affiliate thereof),
in respect of all Treasury Management Obligations of the Borrower and its
Subsidiaries to such Lender (or such affiliate) as provider of treasury
management or similar services and (vi) their respective successors, transferees
and assigns.

         "Indebtedness" of a Person means, at any time, without duplication,
such Person's (i) obligations for borrowed money, (ii) obligations representing
the deferred purchase price of Property or services (other than current accounts
payable arising in the ordinary course of such Person's business payable on
terms customary in the trade), if the deferred purchase price is due more than
six (6) months after the date the obligation is incurred or is evidenced by a
note or similar written instrument, (iii) obligations which are evidenced by
notes, bonds, debentures, acceptances, or other instruments representing
extensions of credit (including, without limitation, securities convertible into
or exchangeable for shares of capital stock of (or other ownership or profit
interests in) such Person or warrants, rights, options for the purchase or other
acquisition from such Person of such shares (or such other interests), (iv)
obligations of such Person to purchase, redeem, retire, defease or otherwise
acquire or make any payment in respect of any capital stock of any other Person

                                       13
<PAGE>

valued, in the case of Redeemable Preferred Interests, at the greater of its
voluntary or involuntary liquidation preference plus accrued and unpaid
dividends, (v) Capitalized Lease Obligations, (vi) Contingent Obligations of
such Person, (vii) reimbursement obligations under Letters of Credit, bankers'
acceptances, surety bonds and similar instruments, (viii) Off-Balance Sheet
Liabilities, (ix) obligations under Sale and Leaseback Transactions, (x) Net
Mark-to-Market Exposure under Rate Management Transactions and other Financial
Contracts, (xi) Rate Management Obligations and (xii) any other obligation for
borrowed money which in accordance with Agreement Accounting Principles would be
shown as a liability on the consolidated balance sheet of such Person.

         "Initial LC Issuers" means MSSF (or any subsidiary or affiliate of MSSF
designated by MSSF) in its capacity as issuer of Facility LCs hereunder and Bank
One in its capacity as issuer of Existing Letters of Credit, subject to the
limitations contained in Section 2.20.1.

         "Intellectual Property Security Agreements" means the intellectual
property security agreements as any Credit Party may from time to time make in
favor of the Administrative Agent for the benefit of the Holders of Secured
Obligations, in each case as the same may be amended, restated, supplemented or
otherwise modified from time to time.

         "Intercreditor Agreement" means the Intercreditor Agreement dated as of
September 8, 2004 among the Borrower, the Administrative Agent, the Collateral
Agent, MSSF, as Administrative Agent under the Second Lien Credit Agreement, and
MS&Co., as Collateral Agent under the Second Lien Credit Agreement, as the same
may be amended, amended and restated, supplemented or otherwise modified from
time to time.

         "Interest Period" means, with respect to a Eurodollar Advance, a period
of one, two, three or six months, commencing on a Business Day selected by the
Borrower pursuant to this Agreement. Such Interest Period shall end on but
exclude the day which corresponds numerically to such date one, two, three or
six months thereafter, provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month. If an Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.

         "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers, employees made in the
ordinary course of business), extension of credit (other than Receivables
arising in the ordinary course of business) or contribution of capital by such
Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or
other securities owned by such Person; any deposit accounts and certificate of
deposit owned by such Person; and structured notes, derivative financial
instruments and other similar instruments or contracts owned by such Person.

         "LC Commitment" means, with respect to any LC Issuer at any time, the
amount set forth opposite such LC Issuer's name on the Commitment Schedule or,
if such LC Issuer has entered into one or more Assignment Agreements, the amount
set forth for such LC Issuer in the Register maintained by the Administrative

                                       14
<PAGE>

Agent pursuant to Section 12.3.4 as such LC Issuer's "Letter of Credit
Commitment", as such amount may be reduced at or prior to such time pursuant to
Section 2.5.3.

         "LC Fee" is defined in Section 2.20.4.

         "LC Issuers" means the Initial LC Issuers and any other Lender with a
Revolving Loan Commitment approved as an LC Issuer by the Administrative Agent
and any Purchaser that is approved by the Administrative Agent to which an LC
Commitment hereunder has been assigned pursuant to Section 12.3 so long as each
such Revolving Credit Lender or Purchaser expressly agrees to perform in
accordance with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as an LC Issuer and notifies the
Administrative Agent of its Lending Installation and the amount of its LC
Commitment (which information shall be recorded by the Administrative Agent in
the Register), for so long as such Initial LC Issuer, Revolving Credit Lender or
Purchaser, as the case may be, shall have an LC Commitment hereunder.

         "LC Obligations" means, at any time, the sum, without duplication, of
(i) the aggregate undrawn stated amount under all Facility LCs outstanding at
such time plus (ii) the aggregate unpaid amount at such time of all
Reimbursement Obligations.

         "LC Payment Date" is defined in Section 2.20.5.

         "LC Sublimit" means, at any time, an amount equal to the lesser of (a)
the aggregate amount of the LC Issuers' LC Commitments at such time and (b)
$25,000,000, as such amount may be reduced at or prior to such time pursuant to
Section 2.5.3.

         "Lead Arrangers" means Morgan Stanley Senior Funding, Inc. and J.P.
Morgan Securities Inc. and their respective successors, in their respective
capacities as Joint Lead Arrangers and Joint Book Runners.

         "Leased Real Property" means each parcel of real property leased or
subleased by any Credit Party or any of its Subsidiaries pursuant to any Real
Property Lease.

         "Lenders" means the lending institutions (other than Bank One) listed
on the signature pages of this Agreement and their respective successors and
assigns. Unless otherwise specified, the term "Lenders" includes the Swing Line
Lender and each LC Issuer, but in no event shall the term "Lender" include Bank
One.

         "Lending Installation" means, with respect to a Lender or the
Administrative Agent, the office, branch, subsidiary or affiliate of such Lender
or the Administrative Agent listed on the signature pages hereof or on the
administrative information sheets provided to the Administrative Agent in
connection herewith or on a Schedule or otherwise selected by such Lender or the
Administrative Agent pursuant to Section 2.17.

         "Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

                                       15
<PAGE>

         "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, security interest, encumbrance, lien, charge or deposit
arrangement or other arrangement having the practical effect of the foregoing
and shall include the interest of a vendor or lessor under any conditional sale
agreement, Capitalized Lease Obligation or other title retention agreement.

         "Loan" means, with respect to a Lender, such Lender's loan made
pursuant to Article II (or any conversion or continuation thereof), whether
constituting a Term B Loan, Revolving Loan or a Swing Line Loan.

         "Loan Documents" means this Agreement, the Facility LC Applications,
the Collateral Documents, the Guaranty Agreement, the Intercreditor Agreement
and all other documents, instruments, notes (including any Notes issued pursuant
to Section 2.13 (if requested)) and agreements executed in connection herewith
or therewith or contemplated hereby or thereby, as the same may be amended,
restated or otherwise modified and in effect from time to time.

         "Material Adverse Change" means any material adverse change (i) in the
business, condition (financial or otherwise), performance, operations or results
of operations or properties of the Borrower and its Subsidiaries, taken as a
whole, (ii) the rights and remedies of any Agent or any Lender under any Loan
Document or (iii) in the ability of the Borrower and its Subsidiaries (taken as
a whole) to repay the Obligations or to perform their obligations under the Loan
Documents.

         "Material Indebtedness" means any Indebtedness in an outstanding
principal amount of $5,000,000 or more in the aggregate (or the equivalent
thereof in any currency other than Dollars).

         "Material Indebtedness Agreement" means any agreement under which any
Material Indebtedness was created or is governed or which provides for the
incurrence of Indebtedness in an amount which would constitute Material
Indebtedness (whether or not an amount of Indebtedness constituting Material
Indebtedness is outstanding thereunder).

         "Measurement Period" means, at any date of determination, the most
recently completed four consecutive fiscal quarters of the Borrower ending on or
prior to such date or, if less than four consecutive fiscal quarters of the
Borrower have been completed since the date of the initial Credit Extension, the
fiscal quarters of the Borrower that have been completed since the date of the
initial Credit Extension; provided that, (a) for purposes of determining an
amount of any item (other than Consolidated EBITDA) included in the calculation
of a financial ratio or financial covenant for the fiscal quarter ended
September 30, 2004, such amount for the Measurement Period then ended shall
equal such item for such fiscal quarter multiplied by four; (b) for purposes of
determining an amount of any item included in the calculation of a financial
ratio or financial covenant for the fiscal quarter ended December 31, 2004, such
amount for the Measurement Period then ended shall equal such item for two
fiscal quarters then ended multiplied by two, and (c) for purposes of
determining an amount of any item included in the calculation of a financial
ratio or financial covenant for the fiscal quarter ended March 31, 2005, such
amount for the Measurement Period then ended shall equal such item for the three
fiscal quarters then ended multiplied by 4/3.

                                       16
<PAGE>

         "Modify" and "Modification" are defined in Section 2.20.1.

         "Moody's" means Moody's Investors Services, Inc. and any successor
thereto.

         "Mortgage" means deeds of trust, trust deeds, mortgages, leasehold
mortgages and leasehold deeds of trust in substantially the form of Exhibit H
hereto (with such changes as may be required to account for local law matters)
and otherwise in form and substance reasonably satisfactory to the
Administrative Agent and covering the Real Property Collateral, in each case as
amended, restated, supplemented or otherwise modified from time to time.

         "Mortgage Instruments" is defined in Section 6.26.

         "Mortgage Policies" is defined in Section 6.26.

         "MS&Co." means Morgan Stanley and Co. Incorporated.

         "MSSF" means Morgan Stanley Senior Funding, Inc.

         "Multiemployer Plan" means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, which is covered by Title IV of ERISA and to which the
Borrower or any member of the Controlled Group is obligated, or within any of
the preceding five plan years has been obligated, to make contributions.

         "Multiple Employer Plan" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
Borrower or any member of the Controlled Group or (b) was so maintained and in
respect of which the Borrower or any member of the Controlled Group could have
liability under Section 4064 or 4069 of ERISA in the event such plan has been or
were to be terminated.

         "Net Cash Proceeds" means, (1) with respect to any Asset Sale or any
Financing by any Person, (a) cash (freely convertible into Dollars) received by
such Person or any Subsidiary of such Person from such Asset Sale (including
cash received as consideration for the assumption or incurrence of liabilities
incurred in connection with or in anticipation of such Asset Sale) or such
Financing, after (i) provision for all income or other taxes measured by or
resulting from such sale of Property, (ii) payment of all commissions and other
reasonable and customary transaction costs, fees and expenses properly
attributable to such transaction and payable in connection therewith (including,
without limitation, attorneys' fees, investment banking fees, underwriting fees,
and accounting fees) which are on an arms-length basis, and (iii) all amounts
used to repay Indebtedness secured by a Lien on any asset disposed of in such
Asset Sale which is or may be required (by the express terms of the instrument
governing such Indebtedness) to be repaid in connection with such Asset Sale
(including payments made to obtain or avoid the need for the consent of any
holder of such Indebtedness) or Financing and (2) with respect to an Event of
Loss of a Person, cash (freely convertible in Dollars) received by or for such
Person's account, net of (i) reasonable direct costs or expenses incurred in
connection with such Event of Loss incurred in investigating or recovering such
cash and reasonable reserves associated therewith in accordance with Agreement
Accounting Principles and (ii) amounts required to repay principal of, premium
if any, and interest on any Indebtedness or statutory or other obligations

                                       17
<PAGE>

secured by any Lien on the property (or portion thereof) so damaged or taken
(other than the Secured Obligations) which is required to be and is repaid in
connection with such Event of Loss.

         "Net Mark-to-Market Exposure" of a Person means, as of any date of
determination, the excess (if any) of all unrealized losses over all unrealized
profits of such Person arising from Rate Management Transactions. "Unrealized
losses" means the fair market value of the cost to such Person of replacing such
Rate Management Transaction as of the date of determination (assuming the Rate
Management Transaction were to be terminated as of that date), and "unrealized
profits" means the fair market value of the gain to such Person of replacing
such Rate Management Transaction as of the date of determination (assuming such
Rate Management Transaction were to be terminated as of that date).

         "Net Revolver Payments" means, for any fiscal year, the amount (if
positive) equal to (i) the aggregate outstanding principal amount of Revolving
Loans at the beginning of such year minus (ii) the aggregate outstanding
principal amount of Revolving Loans at the end of such fiscal year.

         "Non-Consenting Lender" is defined in Section 8.2.

         "Non-U.S. Lender" is defined in Section 3.5(iv).

         "Note" is defined in Section 2.13.

         "Obligations" means all Loans, all Reimbursement Obligations, advances,
debts, liabilities, obligations, covenants and duties owing by the Borrower to
the Administrative Agent, any Lender, the Swing Line Lender, any LC Issuer, the
Lead Arrangers, any affiliate of the Administrative Agent, any Lender, the Swing
Line Lender, any LC Issuer or the Lead Arrangers, or any indemnitee under the
provisions of Section 9.6 or any other provisions of the Loan Documents, in each
case of any kind or nature, present or future, arising under this Agreement or
any other Loan Document, whether or not evidenced by any note, guaranty or other
instrument, whether or not for the payment of money, whether arising by reason
of an extension of credit, loan, foreign exchange risk, guaranty,
indemnification, or in any other manner, whether direct or indirect (including
those acquired by assignment), absolute or contingent, due or to become due, now
existing or hereafter arising and however acquired. The term includes, without
limitation, all interest, charges, expenses, fees, reasonable attorney's and
paralegals' fees and disbursements (in each case whether or not allowed), and
any other sum chargeable to the Borrower or any of its Subsidiaries under this
Agreement or any other Loan Document.

         "Off-Balance Sheet Liability" of a Person means the principal component
of (i) any repurchase obligation or liability of such Person with respect to
Receivables or notes receivable sold by such Person, (ii) any liability under
any so-called "synthetic lease" or "tax ownership operating lease" transaction
entered into by such Person, or (iii) any obligation arising with respect to any
other transaction which is the functional equivalent of or takes the place of
borrowing but which does not constitute a liability on the consolidated balance
sheets of such Person, but excluding from this clause (iii) all Operating
Leases.

                                       18
<PAGE>

         "Operating Lease" of a Person means any lease of Property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

         "Other Taxes" is defined in Section 3.5(ii).

         "Outstanding Revolving Credit Exposure" means, as to any Lender at any
time, the sum of (i) the aggregate principal amount of its Revolving Loans
outstanding at such time, plus (ii) an amount equal to its ratable obligation to
purchase participations in the aggregate principal amount of Swing Line Loans
outstanding at such time, plus (iii) an amount equal to its ratable obligation
to purchase participations in the LC Obligations at such time.

         "Owned Real Property" means all real property owned by any Credit Party
or any of its Subsidiaries from time to time.

         "Participants" is defined in Section 12.2.1.

         "Payment Date" means the last day of each February, May, August and
November, the Revolving Loan Termination Date and the Term Loan B Maturity Date.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

         "Permitted Acquisition" is defined in Section 6.13.3.

         "Permitted Alternative Fuel Acquisition" means the Acquisition of
membership interests listed on Schedule III hereto for an aggregate purchase
price (excluding amounts accounted for as expenses on the financial statements
of the Borrower) not to exceed $15 million.

         "Permitted Encumbrances" has the meaning specified in the Mortgages.

         "Permitted Indebtedness" means unsecured Indebtedness of the Borrower
whether senior or subordinated provided that (i) both before and after the
incurrence of such Indebtedness, the Borrower is in pro forma compliance with
its financial covenants, (ii) in no event shall the terms of such Indebtedness
require amortization prior to 6 months after the latest of the Revolving Loan
Termination Date and the Term Loan B Maturity Date, (iii) a Subsidiary under the
Loan Documents shall not guarantee such Indebtedness unless (x) such Subsidiary
is also a Guarantor under the Guaranty Agreement and (y) such guarantee of such
Indebtedness provides for the release and termination thereof, without action by
any party, upon any release and termination of such Guaranty Agreement by the
applicable Subsidiary (other than by reason of repayment and satisfaction of all
of the Obligations), (iv) to the extent any such Indebtedness is subordinated,
such Indebtedness shall be subordinated on terms and conditions reasonably
acceptable to the Administrative Agent and (v) the Net Cash Proceeds from such
Indebtedness shall be applied to make a mandatory prepayment of the Loans as
required under Section 2.2(c) hereof.

         "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

                                       19
<PAGE>

         "Plan" means an employee pension benefit plan, excluding any
Multiemployer Plan, which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code as to which the Borrower
or any member of the Controlled Group may have any liability.

         "Pledge and Security Agreement" means that certain First Lien Pledge
and Security Agreement, dated as of the Closing Date, by and between the Credit
Parties and the Collateral Agent for the benefit of the Holders of Secured
Obligations, as the same may be amended, restated, supplemented, or otherwise
modified from time to time.

         "Pledge Subsidiary" means each Domestic Subsidiary and each First Tier
Foreign Subsidiary.

         "Preferred Interests" means, with respect to any Person, equity
interests issued by such Person that are entitled to a preference or priority
over other equity interests issued by such Person upon any distribution of such
Person's property and assets, whether by dividend or upon liquidation.

         "Pricing Schedule" means the Schedule identifying the Applicable Margin
and Applicable Fee Rate attached hereto and identified as such.

         "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "Pro Rata Share" means, with respect to any Lender, the percentage
obtained by dividing (i) the sum of such Lender's Revolving Loan Commitment and
Term B Loans at such time by (ii) the sum of the Aggregate Revolving Loan
Commitment and the aggregate amount of all of the Term B Loans at such time;
provided, however, if all of the Revolving Loan Commitments and Term Loan B
Commitments are terminated pursuant to the terms of this Agreement, then "Pro
Rata Share" means the percentage obtained by dividing (a) the sum of such
Lender's Outstanding Revolving Credit Exposure and outstanding Term B Loans at
such time by (b) the sum of the Aggregate Outstanding Revolving Credit Exposure
and the aggregate outstanding amount of all Term B Loans at such time.

         "Purchase Price" means the total consideration and other amounts
payable in connection with any Acquisition, including, without limitation, any
portion of the consideration payable in cash, the fair market value of non-cash
consideration, all Indebtedness, liabilities and contingent obligations incurred
or assumed in connection with such Acquisition and all transaction costs and
expenses incurred in connection with such Acquisition.

         "Purchasers" is defined in Section 12.3.1.

         "Rate Management Obligations" of a Person means any and all obligations
of such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Management Transactions, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Management Transactions.

                                       20
<PAGE>

         "Rate Management Transaction" means any transaction (including an
agreement with respect thereto) now existing or hereafter entered by the
Borrower or a Subsidiary which is a rate swap, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
forward transaction, currency swap transaction, cross-currency rate swap
transaction, currency option or any other similar transaction (including any
option with respect to any of these transactions) or any combination thereof,
whether linked to one or more interest rates, foreign currencies, commodity
prices, equity prices or other financial measures.

         "Real Property" means the Leased Real Property and the Owned Real
Property.

         "Real Property Collateral" means all Owned Real Property listed on
Schedule 5.14(b)(iii), any Owned Real Property acquired after the Closing Date
with a net book value in excess of $1,000,000 and any additional Owned Real
Property to the extent that the aggregate net book value of all Owned Real
Property that does not constitute Real Property Collateral exceeds $15,000,000.

         "Real Property Leases" means all leases of real property under which
any Credit Party or any of its Subsidiaries is a lessee from time to time.

         "Receivable(s)" means and includes all of the Borrower's and each
Subsidiary's presently existing and hereafter arising or acquired accounts,
accounts receivable, and all present and future rights of the Borrower or such
Subsidiary to payment for goods sold or leased or for services rendered (except
those evidenced by instruments or chattel paper), whether or not they have been
earned by performance, and all rights in any merchandise or goods which any of
the same may represent, and all rights, title, security and guarantees with
respect to each of the foregoing, including, without limitation, any right of
stoppage in transit.

         "Redeemable" means, with respect to any equity interest, any
Indebtedness or any other right or Obligation, any such equity interest,
Indebtedness, right or Obligation that (a) the issuer has undertaken to redeem
at a fixed or determinable date or dates, whether by operation of a sinking fund
or otherwise, or upon the occurrence of a condition not solely within the
control of the issuer or (b) is redeemable at the option of the holder.

         "Refinancing" means the refinancing of all outstanding Indebtedness
incurred under the Existing Credit Agreement.

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks, non-banks and non-broker lenders for the purpose
of purchasing or carrying margin stocks applicable to member banks of the
Federal Reserve System.

                                       21
<PAGE>

         "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

         "Reimbursement Obligations" means, at any time, the aggregate of all
obligations of the Borrower then outstanding under Section 2.20 to reimburse any
LC Issuer for amounts paid by such LC Issuer in respect of any one or more
drawings under Facility LCs.

         "Rentals" of a Person means the aggregate fixed amounts payable by such
Person under any Operating Lease; provided, that for the fiscal quarter ended
September 30, 2004, Rentals of the Borrower and its Subsidiaries on a
consolidated basis shall be deemed to be $4,000,000.

         "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan
subject to Title IV of ERISA, excluding, however, such events as to which the
PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that
it be notified within 30 days of the occurrence of such event, provided,
however, that a failure to meet the minimum funding standard of Section 412 of
the Code and of Section 302 of ERISA shall be a Reportable Event regardless of
the issuance of any such waiver of the notice requirement in accordance with
either Section 4043(a) of ERISA or Section 412(d) of the Code.

         "Reports" is defined in Section 9.6.

         "Required Lenders" means Lenders in the aggregate having more than 50%
of the sum of the Aggregate Revolving Loan Commitment and the Aggregate Term
Loan B Commitment (or, if all of the Revolving Loan Commitments and Term Loan B
Commitments are terminated pursuant to the terms of this Agreement, the
Aggregate Outstanding Revolving Credit Exposure and aggregate outstanding
principal amount of Term B Loans at such time), provided, however, that if any
Lender shall be a Defaulting Lender at such time, there shall be excluded from
the determination of Required Lenders at such time (A) such Lender's Revolving
Loan Commitment at such time and (B) such Lender's Term Loan B Commitment at
such time (or, if all Revolving Loan Commitments and Term Loan B Commitments are
terminated pursuant to the terms of this Agreement, the Outstanding Revolving
Credit Exposure of such Lender at such time and outstanding aggregate principal
amount of Term B Loans of such Lender at such time).

         "Restricted Payment" means (i) any dividend or other distribution,
direct or indirect, on account of any equity interests of the Borrower now or
hereafter outstanding, except a dividend payable solely in the Borrower's
capital stock (other than Disqualified Stock) or in options, warrants or other
rights to purchase such capital stock, (ii) any redemption, retirement, purchase
or other acquisition for value, direct or indirect, of any equity interests of
the Borrower or any of its Subsidiaries now or hereafter outstanding, other than
in exchange for, or out of the proceeds of, the substantially concurrent sale
(other than to a Subsidiary of the Borrower) of other equity interests of the
Borrower (other than Disqualified Stock), (iii) any redemption, purchase,
retirement, defeasance, prepayment or other acquisition for value, direct or
indirect, of any Indebtedness prior to the stated maturity thereof, other than
the Obligations and (iv) any payment of a claim for the rescission of the
purchase or sale of, or for material damages arising from the purchase or sale

                                       22
<PAGE>

of, any Indebtedness (other than the Secured Obligations) or any equity
interests of the Borrower or any of the Borrower's Subsidiaries, or of a claim
for reimbursement, indemnification or contribution arising out of or related to
any such claim for damages or rescission.

         "Revolving Loan" means, with respect to a Lender, such Lender's loan
made pursuant to its commitment to lend set forth in Section 2.1.1 (and any
conversion or continuation thereof).

         "Revolving Loan Commitment" means, for each Lender, including without
limitation, each LC Issuer, such Lender's obligation to make Revolving Loans to,
and participate in Facility LCs issued upon the application of, the Borrower in
an aggregate amount not exceeding the amount set forth for such Lender on the
Commitment Schedule or in any Assignment Agreement delivered pursuant to Section
12.3, as such amount may be modified from time to time pursuant to the terms
hereof.

         "Revolving Loan Pro Rata Share" means, with respect to any Lender, the
percentage obtained by dividing (i) such Lender's Revolving Loan Commitment at
such time by (ii) the Aggregate Revolving Loan Commitment at such time;
provided, however, if all of the Revolving Loan Commitments are terminated
pursuant to the terms of this Agreement, then "Revolving Loan Pro Rata Share"
means the percentage obtained by dividing (a) such Lender's Outstanding
Revolving Credit Exposure at such time by (b) the Aggregate Outstanding
Revolving Credit Exposure at such time.

         "Revolving Loan Termination Date" means the earlier of (a) September 8,
2009, and (b) the date of termination in whole of the Aggregate Revolving Loan
Commitment pursuant to Section 2.2 hereof or the Revolving Loan Commitments
pursuant to Section 8.1 hereof.

         "S&P" means Standard and Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and any successor thereto.

         "Sale and Leaseback Transaction" means any sale or other transfer of
Property by any Person with the intent to lease such Property as lessee.

         "Schedule" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.

         "Second Lien Collateral Documents" means all agreements, instruments
and documents executed in connection with the Second Lien Credit Agreement that
are intended to create or evidence Liens to secure the obligations thereunder,
including, without limitation, the Pledge and Security Agreement, the Second
Lien Intellectual Property Security Agreements, the Mortgages (each as defined
in the Second Lien Credit Agreement) and all other security agreements,
mortgages, leasehold mortgages, deeds of trust, leasehold deeds of trust, trust
deeds, loan agreements, notes, guarantees, subordination agreements, pledges,
powers of attorney, consents, assignments, contracts, fee letters, notices,
leases, financing statements and all other written matter whether heretofore,
now, or hereafter executed by the Borrower or any of its Subsidiaries and
delivered to the administrative agent under the Second Lien Credit Agreement in
connection with the Liens granted thereunder.

                                       23
<PAGE>

         "Second Lien Credit Agreement" means the Credit Agreement dated as of
September 8, 2004 in connection with the Second Lien Financing by and among the
Borrower, as the borrower, the lenders party thereto and MSSF, as administrative
agent.

         "Second Lien Financing" means the $150 million senior secured second
lien financing incurred by the Borrower pursuant to the Second Lien Credit
Agreement.

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

         "Secured Obligations" means, collectively, (i) the Obligations, (ii)
all Rate Management Obligations owing in connection with Rate Management
Transactions to any Lender or any affiliate of any Lender and (iii) all Treasury
Management Obligations owing to any Lender or any affiliate of any Lender.

         "Senior Leverage Ratio" is defined in Section 6.21.2.

         "Single Employer Plan" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group or with respect to which the Borrower or any member of the
Controlled Group is reasonably expected to incur liability under Section 4064 or
4069 of ERISA.

         "Solvent" and "Solvency" mean, with respect to any Person on a
particular date, that on such date (a) the fair value of the property of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (b) the present fair salable
value of the assets of such Person is not less than the amount that will be
required to pay the probable liability of such Person on its debts as they
become absolute and matured, (c) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person's ability to
pay such debts and liabilities as they mature and (d) such Person is not engaged
in business or a transaction, and is not about to engage in business or a
transaction, for which such Person's property would constitute an unreasonably
small capital. 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.

         "Subordinated Indebtedness" of a Person means any Indebtedness of such
Person the payment of which is subordinated to payment of the Secured
Obligations to the written reasonable satisfaction of the Administrative Agent.

         "Subordinated Indebtedness Documents" means any document, agreement or
instrument evidencing any Subordinated Indebtedness or entered into in
connection with any Subordinated Indebtedness.

         "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having

                                       24
<PAGE>

ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Borrower.

         "Substantial Portion" means, with respect to the Property of the
Borrower and its Subsidiaries, Property which represents more than 10% of
Consolidated Tangible Assets or Property which is responsible for more than 10%
of the consolidated net revenues of the Borrower and its Subsidiaries, in each
case, as would be shown in the consolidated financial statements of the Borrower
and its Subsidiaries as at the beginning of the twelve-month period ending with
the month in which such determination is made (or if financial statements have
not been delivered hereunder for that month which begins the twelve-month
period, then the financial statements delivered hereunder for the quarter ending
immediately prior to that month).

         "Supplemental Collateral Agent" is defined in Section 10.17.

         "Swing Line Borrowing Notice" is defined in Section 2.4.2.

         "Swing Line Commitment" means the obligation of the Swing Line Lender
to make Swing Line Loans up to a maximum principal amount of $5,000,000 at any
one time outstanding.

         "Swing Line Lender" means MSSF.

         "Swing Line Loan" means a Loan made available to the Borrower by the
Swing Line Lender pursuant to Section 2.4.

         "Syndication Agent" means JPMorgan Chase Bank and its respective
successors in their capacity as Syndication Agent.

         "Tapco Acquisition" means the acquisition by the Borrower of 100% of
the ownership interests in Tapco Holdings, Inc., a Michigan corporation pursuant
to the Tapco Acquisition Documents.

         "Tapco Acquisition Documents" means (a) the Agreement and Plan of
Merger dated as of September 8, 2004 by and among the Borrower, and Headwaters T
Acquisition Corp., a direct wholly owned Subsidiary of the Borrower and Tapco
Holdings, Inc., (b) the certificate of merger of Headwaters T Acquisition Corp.
into Tapco Holdings, Inc., duly filed with the State of Michigan and (c) the
certificate of Articles of Merger/Share Exchange of Headwaters T Acquisition
Corp. into Tapco Holdings, Inc., duly filed with the State of Utah Department of
Commerce.

         "Tapco Real Property Collateral" means the Real Property Collateral
marked with an asterisk on schedules 5.14(b)(iii) and 5.14(b)(iv).

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

                                       25
<PAGE>

         "Tax-Free Exchange Transactions" means any transaction involving the
purchase or sale of Property which does not trigger capital gains or similar
taxes for the Borrower or any Subsidiary thereof.

         "Tenant Leases" means all leases of real property under which any
Credit Party or any of its Subsidiaries is the lessor or sublessor from time to
time.

         "Term B Loan" is defined in Section 2.1.2.

         "Term Loan B Commitment" means, as to each Lender, its obligation to
make Term B Loans to the Borrower pursuant to Section 2.1.2 in an aggregate
principal amount set forth for such Lender on the Commitment Schedule.

         "Transferee" is defined in Section 12.4.

         "Term Loan B Maturity Date" means the earlier of (i) April 30, 2011 and
(ii) the date of termination in whole of the Term Loan B Commitments pursuant to
Section 2.2 or 8.1 hereof.

         "Term Loan Pro Rata Share" means, with respect to any Lender, the
percentage obtained by dividing (a) such Lender's Term B Loans at such time by
(b) the aggregate amount of all of the Term B Loans at such time.

         "Total Leverage Ratio" is defined in Section 6.21.1.

         "Transaction" means collectively the Tapco Acquisition, the Refinancing
and the transactions contemplated under the Loan Documents.

         "Transaction Documents" means, collectively, the Loan Documents and the
Acquisition Documents.

         "Treasury Management Obligations" of a Person means any and all
obligations of such Person, whether absolute or contingent and howsoever and
whensoever created, arising, evidenced or acquired (including all renewals,
extensions and modifications thereof and substitutions therefor), under any and
all treasury management services agreements, any service terms or any service
agreements, including electronic payments service terms and automated clearing
house agreements, and all overdrafts on any account of such Person.

         "Type" means, with respect to any Advance, its nature as a Floating
Rate Advance or a Eurodollar Advance and with respect to any Loan, its nature as
a Floating Rate Loan or a Eurodollar Loan.

         "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under each Single Employer
Plan subject to Title IV of ERISA exceeds the fair market value of all such
Plan's assets allocable to such benefits, all determined as of the then most
recent valuation date for such Plan for which a valuation report is available,
using actuarial assumptions for funding purposes as set forth in such report.

                                       26
<PAGE>

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

         "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.

         "Working Capital" means, as at any date of determination, the excess,
if any, of (i) the Borrower's consolidated current assets, except cash and Cash
Equivalent Investments, over (ii) the Borrower's consolidated current
liabilities, other than current maturities of long-term Indebtedness, as of such
date provided that, solely for the fiscal year in which each Acquisition is
consummated, Working Capital shall exclude current assets and current
liabilities of any Person or business acquired pursuant to such Acquisition.

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

                                   ARTICLE II
                                   THE CREDITS

         2.1. Revolving Loan Commitments and Term Loan B Commitments.

                  2.1.1 Revolving Loans. From (but not including) the Closing
         Date and prior to the Revolving Loan Termination Date, upon the
         satisfaction of the conditions precedent set forth in Section 4.1 and
         4.2, as applicable, each Lender severally and not jointly agrees, on
         the terms and conditions set forth in this Agreement, to (i) make
         Revolving Loans to the Borrower from time to time and (ii) participate
         in Facility LCs issued upon the request of the Borrower, in each case
         in an amount not to exceed in the aggregate at any one time outstanding
         of its Revolving Loan Pro Rata Share of the Available Aggregate
         Revolving Loan Commitment; provided that at no time shall the Aggregate
         Outstanding Revolving Credit Exposure hereunder exceed the Aggregate
         Revolving Loan Commitment. Subject to the terms of this Agreement, the
         Borrower may borrow, repay and reborrow Revolving Loans at any time
         prior to the Revolving Loan Termination Date. The commitment of each
         Lender to lend hereunder shall automatically expire on the Revolving
         Loan Termination Date. Each LC Issuer will issue Facility LCs hereunder
         on the terms and conditions set forth in Section 2.20.

                  2.1.2 Term B Loans. Each Lender severally and not jointly
         agrees to make a term loan, in Dollars, to the Borrower on the Closing
         Date in an amount equal to such Lender's Term B Loan Commitment (each
         such loan being referred to herein individually as a "Term B Loan" and
         collectively as the "Term B Loans"). The unpaid principal balance of
         the Term B Loans shall be repaid in twenty-seven (27) consecutive
         quarterly principal installments, payable on the last Business Day of
         each February, May, August and November, commencing on November 30,

                                       27
<PAGE>

         2004, and continuing thereafter until the Term Loan B Maturity Date,
         and the Term B Loans shall be permanently reduced by the amount of each
         installment on the date payment thereof is made hereunder. The first
         twelve (12) installments shall be in an amount equal to $12,000,000.00,
         the next twelve (12) installments shall be in an amount equal to
         $4,000,000.00 and the last three (3) installments shall be in an amount
         equal to $149,333,333.33; provided that, notwithstanding the foregoing,
         the final installment shall be in the amount of the then outstanding
         principal balance of the Term B Loans. In addition, notwithstanding the
         immediately preceding sentence, the then outstanding principal balance
         of the Term B Loans, if any, shall be due and payable on the Term Loan
         B Maturity Date. No installment of any Term B Loan shall be reborrowed
         once repaid. In addition to the scheduled payments on the Term B Loans,
         the Borrower (a) may make the voluntary prepayments described in
         Section 2.7 for credit against the scheduled payments on the Term B
         Loans pursuant to Section 2.7 and (b) shall make the mandatory
         prepayments prescribed in Section 2.2 for credit against the scheduled
         payments on the Term B Loans pursuant to Section 2.2.

         2.2. Required Payments; Termination. (a) Any outstanding Revolving
Loans shall be paid in full by the Borrower on the Revolving Loan Termination
Date and any outstanding Term B Loans shall be paid in full by the Borrower on
the Term Loan B Maturity Date and all other unpaid Secured Obligations shall be
paid in full by the Borrower on the later of the date when due or the Revolving
Loan Termination Date and the Term Loan B Maturity Date, as applicable. In
addition, if at any time the Aggregate Outstanding Revolving Credit Exposure
hereunder exceeds the Aggregate Revolving Loan Commitment, the Borrower shall
immediately (i) repay outstanding Revolving Loans and (ii) upon repayment in
full of the Revolving Loans, cash collateralize the outstanding LC Obligations
by depositing funds in the Facility LC Collateral Account, in an aggregate
amount equal to such excess (it being understood and agreed that any such
repayments or cash collateralizations shall not correspondingly reduce the
Aggregate Revolving Loan Commitment). Notwithstanding the termination of the
Revolving Loan Commitments under this Agreement on the Revolving Loan
Termination Date, until all of the Obligations (other than contingent indemnity
obligations) shall have been fully paid and satisfied and all financing
arrangements among the Borrower and the Lenders hereunder and under the other
Loan Documents shall have been terminated, all of the rights and remedies under
this Agreement and the other Loan Documents shall survive.

                  (b) Asset Sales and Casualty Events. Upon (1) the consummation
of any Asset Sale (other than sales permitted under Section 6.12.1, 6.12.2,
6.12.3, or, solely with respect to Real Property which is not Real Property
Collateral, 6.12.5) by the Borrower or any Subsidiary or (2) the Borrower or any
Subsidiary suffering an Event of Loss, in each case within five (5) Business
Days after the Borrower's or any of its Subsidiaries' receipt of any Net Cash
Proceeds (or conversion to cash of non-cash proceeds (whether principal or
interest and including securities, release of escrow arrangements)) received
from any such Asset Sale or Event of Loss, the Borrower shall make a mandatory
prepayment of the Loans, subject to the provisions governing the application of
payments set forth in Section 2.2(e), in an amount equal to one hundred percent
(100%) of such Net Cash Proceeds. Notwithstanding the foregoing, Net Cash
Proceeds of Asset Sales or Events of Loss, with respect to which the Borrower
shall have given the Administrative Agent written notice of its intention to
repair or replace the Property subject to any such Asset Sale or Event of Loss
or invest such Net Cash Proceeds in the purchase of assets (other than

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<PAGE>

securities, unless those securities represent equity interests in an entity that
becomes a Guarantor) to be used by one or more of the Borrower or the Guarantors
in their businesses within one year following such Event of Loss, shall not be
subject to the provisions of the first sentence of this Section 2.2(b) unless
and to the extent that such applicable period shall have expired without such
repair or replacement having been made.

                  (c) Financings. Upon the consummation of any Financing by the
Borrower or any Subsidiary of the Borrower, within three (3) Business Days after
the Borrower's or any of its Subsidiaries' receipt of any Net Cash Proceeds, the
Borrower shall make a mandatory prepayment of the Loans, subject to the
provisions governing the application of payments set forth in Section 2.2(e),
(i) in an amount equal to one hundred percent (100%) of such Net Cash Proceeds,
in the case of a debt Financing of the type described in clause (ii) of the
definition thereof; provided that such percentage shall be reduced to 0% if the
Total Leverage Ratio after giving effect to such transaction would be less than
3.50:1.00 (calculated on a pro forma basis after giving effect to such
transaction), and (ii) in an amount equal to one hundred percent (100%) of such
Net Cash Proceeds, in the case of an equity Financing of the type described in
clause (i) of the definition thereof; provided that such percentage shall be
reduced to 0% if the Total Leverage Ratio after giving effect to such
transaction would be less than 3.50:1.00 (calculated on a pro forma basis after
giving effect to such transaction); provided further that so long as no Default
has occurred and is continuing, the Borrower may first apply any such Net Cash
Proceeds to prepayment of the Second Lien Financing within 5 Business Days after
receipt thereof, up to an amount not to exceed $50 million in the aggregate
during the term of this Agreement.

                  (d) Excess Cash Flow. On or before the date each fiscal year
upon which the relevant financial statements are required to be delivered under
Section 6.1.1 for the then most recently ended fiscal year, commencing with the
fiscal year ending September 30, 2005, the Borrower shall make a mandatory
prepayment of the Loans, subject to the provisions governing the application of
payments set forth in Section 2.2(e), in an amount equal to the difference (if
positive) between (x) a percent of the Excess Cash Flow, if positive, for such
prior fiscal year, to be determined based on the Total Leverage Ratio on the
last day of such fiscal year, as set forth in the following table and (y) the
aggregate amount of all optional prepayments of principal made during such prior
fiscal year pursuant to Section 2.7:

    Total Leverage Ratio                      Percentage of Excess Cash Flow
    --------------------                      ------------------------------
    Greater than or equal to 3.50:1.00                      75%
    Less than  3.50:1.00 but greater than or
      equal to 2.50:1.00                                    50%
    Less than 2.50:1.00                                      0%

                  (e)    Application of Designated  Prepayments.  Each mandatory
prepayment required by clauses (b), (c) and (d) of this Section 2.2 shall be
referred to herein as a "Designated Prepayment." Designated Prepayments under

                                       29
<PAGE>

clauses (b), (c)(i) and (d) of this Section 2.2 shall be applied (i) first to
repay the then remaining installments of the Term B Loans on a pro rata basis
and (ii) second, upon repayment in full of the Term B Loans, to prepay the
Revolving Loans then outstanding (with no corresponding reduction in the
Aggregate Revolving Loan Commitment). Designated Prepayments under clause
(c)(ii) of this Section 2.2 shall be applied (i) first to repay the then
remaining installments of the Term B Loans on a pro rata basis across that
portion of the first twelve (12) such installments that remains unpaid at such
time until each such installment shall have been reduced from $12,000,000 to
$4,000,000; (ii) second, to prepay all then remaining installments of the Term B
Loans on a pro rata basis, and (iii) third, upon repayment in full of the Term B
Loans, to repay the Revolving Loans then outstanding (with no corresponding
reduction in the Aggregate Revolving Loan Commitment). Designated Prepayments of
Loans shall first be applied to Floating Rate Loans and to any Eurodollar Rate
Loans maturing on such date and then to subsequently maturing Eurodollar Rate
Loans in order of maturity. Notwithstanding the foregoing, so long as no Default
has occurred and is then continuing and at the Borrower's option, the
Administrative Agent shall hold all Designated Prepayments to be applied to
Eurodollar Rate Loans in escrow for the benefit of the Lenders and shall release
such amounts upon the expiration of the Interest Periods applicable to any such
Eurodollar Rate Loans being prepaid (it being understood and agreed that
interest shall continue to accrue on the Obligations until such time as such
prepayments are released from escrow and applied to reduce the Obligations);
provided, however, that upon the occurrence and continuance of an Event of
Default, such escrowed amounts may be applied to Eurodollar Rate Loans without
regard to the expiration of any Interest Period and the Borrower shall make all
payments under Section 3.4 resulting therefrom.

         2.3. Ratable Loans; Types of Advances. (a) Each Advance hereunder
(other than a Swing Line Loan) shall consist of Loans made from the several
Lenders ratably in proportion to the ratio that their respective Revolving Loan
Pro Rata Share or Term Loan Pro Rata Share, as applicable.

                  (b) The Advances may be Floating Rate Advances or Eurodollar
Advances, or a combination thereof, selected by the Borrower in accordance with
Sections 2.8 and 2.9, or Swing Line Loans selected by the Borrower in accordance
with Section 2.4.

         2.4. Swing Line Loans.

                  2.4.1 Amount of Swing Line Loans. Upon the satisfaction of the
         conditions precedent set forth in Section 4.2 and, if such Swing Line
         Loan is to be made on the date of the initial Credit Extension
         hereunder, the satisfaction of the conditions precedent set forth in
         Section 4.1 as well, from and including the date of this Agreement and
         prior to the Revolving Loan Termination Date, the Swing Line Lender
         agrees, on the terms and conditions set forth in this Agreement, to
         make Swing Line Loans to the Borrower from time to time in an aggregate
         principal amount not to exceed the Swing Line Commitment, provided that
         the Aggregate Outstanding Revolving Credit Exposure shall not at any
         time exceed the Aggregate Revolving Loan Commitment, and provided
         further that at no time shall the sum of (i) the Swing Line Lender's
         Pro Rata Share of the Swing Line Loans then outstanding, plus (ii) the
         outstanding Revolving Loans made by the Swing Line Lender pursuant to
         Section 2.1 (including its participation in any Facility LCs), exceed

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<PAGE>

         the Swing Line Lender's Revolving Loan Commitment at such time. Subject
         to the terms of this Agreement, the Borrower may borrow, repay and
         reborrow Swing Line Loans at any time prior to the Revolving Loan
         Termination Date.

                  2.4.2 Borrowing Notice. The Borrower shall give the
         Administrative Agent and the Swing Line Lender irrevocable notice by
         telephone, to be confirmed thereafter in writing (a "Swing Line
         Borrowing Notice") not later than 1:00pm (New York City time) on the
         Borrowing Date of each Swing Line Loan, specifying (i) the applicable
         Borrowing Date (which date shall be a Business Day), and (ii) the
         aggregate amount of the requested Swing Line Loan which shall be an
         amount not less than $100,000. The Swing Line Loans shall bear interest
         at the Floating Rate or at such other rate as is agreed upon by the
         Borrower and the Swing Line Lender.

                  2.4.3 Making of Swing Line Loans. Promptly after receipt of a
         Swing Line Borrowing Notice, the Administrative Agent shall notify each
         Lender by fax or other similar form of transmission, of the requested
         Swing Line Loan. Not later than 3:00 p.m. (New York City time) on the
         applicable Borrowing Date, the Swing Line Lender shall make available
         the Swing Line Loan, in funds immediately available in New York City,
         to the Administrative Agent at its address specified pursuant to
         Article XIII. The Administrative Agent will promptly make the funds so
         received from the Swing Line Lender available to the Borrower on the
         Borrowing Date at the Administrative Agent's aforesaid address.

                  2.4.4 Repayment of Swing Line Loans. Each Swing Line Loan
         shall be paid in full by the Borrower on or before the fifth (5th)
         Business Day after the Borrowing Date for such Swing Line Loan. In
         addition, the Swing Line Lender (i) may at any time in its sole
         discretion with respect to any outstanding Swing Line Loan, or (ii)
         shall, on the fifth (5th) Business Day after the Borrowing Date of any
         Swing Line Loan, require each Lender (including the Swing Line Lender)
         to make a Revolving Loan in the amount of such Lender's Pro Rata Share
         of such Swing Line Loan (including, without limitation, any interest
         accrued and unpaid thereon), for the purpose of repaying such Swing
         Line Loan. Not later than 2:00 p.m. (New York City time) on the date of
         any notice received pursuant to this Section 2.4.4 (or the immediately
         following Business Day if such notice is received after 11 a.m. (New
         York City time)), each Lender shall make available its required
         Revolving Loan, in funds immediately available in New York City to the
         Administrative Agent at its address specified pursuant to Article XIII.
         Revolving Loans made pursuant to this Section 2.4.4 shall initially be
         Floating Rate Loans and thereafter may be continued as Floating Rate
         Loans or converted into Eurodollar Loans in the manner provided in
         Section 2.9 and subject to the other conditions and limitations set
         forth in Article II. Unless a Lender shall have notified the Swing Line
         Lender, prior to its making any Swing Line Loan, that any applicable
         condition precedent set forth in Sections 4.1 or 4.2 had not been
         satisfied, such Lender's obligation to make Revolving Loans pursuant to
         this Section 2.4.4 to repay Swing Line Loans shall be unconditional,
         continuing, irrevocable and absolute and shall not be affected by any
         circumstances, including, without limitation, (a) any set-off,
         counterclaim, recoupment, defense or other right which such Lender may
         have against the Swing Line Lender or any other Person, (b) the
         occurrence or continuance of a Default or Unmatured Default, (c) any
         adverse change in the condition (financial or otherwise) of the
         Borrower, or (d) any other circumstances, happening or event
         whatsoever. In the event that any Lender fails to make payment to the
         Administrative Agent of any amount due under this Section 2.4.4, the
         Administrative Agent shall be entitled to receive, retain and apply
         against such obligation the principal and interest otherwise payable to
         such Lender hereunder until the Administrative Agent receives such
         payment from such Lender or such obligation is otherwise fully
         satisfied. In addition to the foregoing, if for any reason any Lender

                                       31
<PAGE>

         fails to make payment to the Administrative Agent of any amount due
         under this Section 2.4.4, such Lender shall be deemed, at the option of
         the Administrative Agent, to have unconditionally and irrevocably
         purchased from the Swing Line Lender, without recourse or warranty, an
         undivided interest and participation in the applicable Swing Line Loan
         in the amount of such Revolving Loan, and such interest and
         participation may be recovered from such Lender together with interest
         thereon at the Federal Funds Effective Rate for each day during the
         period commencing on the date of demand and ending on the date such
         amount is received. On the Revolving Loan Termination Date, the
         Borrower shall repay in full the outstanding principal balance of the
         Swing Line Loans.

         2.5. Commitment Fee; Aggregate Revolving Loan Commitment; Letter of
Credit Facility.

                  2.5.1 Commitment Fee. The Borrower shall pay to the
         Administrative Agent, for the account of the Lenders in accordance with
         their Revolving Loan Pro Rata Shares, from and after the Closing Date
         until the date on which the Aggregate Revolving Loan Commitment shall
         be terminated in whole, a commitment fee (the "Commitment Fee")
         accruing at the rate of the then Applicable Fee Rate on the Available
         Aggregate Revolving Loan Commitment in effect from time to time;
         provided, however, that any Commitment Fee accrued with respect to any
         of the Revolving Loan Commitments of a Defaulting Lender during the
         period prior to the time such Lender became a Defaulting Lender and
         unpaid at such time shall not be payable by the Borrower so long as
         such Lender shall be a Defaulting Lender except to the extent that such
         Commitment Fee shall otherwise have been due and payable by the
         Borrower prior to such time; and provided further that no Commitment
         Fee shall accrue on any of the Commitments of a Defaulting Lender so
         long as such Lender shall be a Defaulting Lender. All such Commitment
         Fees payable hereunder shall be payable quarterly in arrears on each
         Payment Date; provided, that if any Lender continues to have
         Outstanding Revolving Credit Exposure after the termination of its
         Revolving Loan Commitment, then the Commitment Fee shall continue to
         accrue and be due and payable pursuant to the terms hereof until such
         Outstanding Revolving Credit Exposure is reduced to zero.

                  2.5.2 Reductions in Aggregate Revolving Loan Commitment. The
         Borrower may permanently reduce the Aggregate Revolving Loan Commitment
         in whole, or in part, ratably among the Lenders in the minimum amount
         of $5,000,000 (and in multiples of $1,000,000 in excess thereof), upon
         at least three (3) Business Days' written notice to the Administrative
         Agent, which notice shall specify the amount of any such reduction,
         provided, however, that the amount of the Aggregate Revolving Loan
         Commitment may not be reduced below the Aggregate Outstanding Revolving
         Credit Exposure. All accrued Commitment Fees shall be payable on the

                                       32
<PAGE>

         effective date of any termination of the obligations of the Lenders to
         make Credit Extensions hereunder and on the final date upon which all
         Loans are repaid.

                  2.5.3 Reductions in Letter of Credit Facility. (a) The
         Borrower may permanently reduce the LC Sublimit in whole, or in party,
         ratably among the LC Issuers in the minimum amount of $5,000,000 (and
         in multiples of $1,000,000), upon at least three (3) Business Days'
         written notice to the Administrative Agent, which notice shall specify
         the amount of any such reduction, provided however that the amount of
         the LC Sublimit may not be reduced below the aggregate amount of the LC
         Obligations.

                  (b) The LC Commitment of Bank One will permanently reduce upon
         the cancellation, expiration or other termination or release of the
         liabilities of Bank One, NA with respect to the Existing Letters of
         Credit, to the extent of such cancellation, expiration or other
         termination or release of liabilities.

         2.6. Minimum Amount of Each Advance. Each Eurodollar Advance shall be
in the minimum amount of $1,000,000 (and in multiples of $500,000 if in excess
thereof), and each Floating Rate Advance (other than an Advance to repay Swing
Line Loans) shall be in the minimum amount of $1,000,000 (and in multiples of
$500,000 if in excess thereof), provided, however, that any Floating Rate
Advance may be in the amount of the Adjusted Available Aggregate Revolving Loan
Commitment.

         2.7. Optional Principal Payments. The Borrower may from time to time
pay, without penalty or premium, all outstanding Floating Rate Advances (other
than Swing Line Loans), or any portion of the outstanding Floating Rate Advances
(other than Swing Line Loans), in a minimum aggregate amount of $500,000 or any
integral multiple of $100,000 in excess thereof, in each case upon two (2)
Business Days' prior notice to the Administrative Agent. The Borrower may at any
time pay, without penalty or premium, all outstanding Swing Line Loans, or, in a
minimum amount of $100,000 and increments of $50,000 in excess thereof, any
portion of the outstanding Swing Line Loans, with notice to the Administrative
Agent and the Swing Line Lender by 2:00 p.m. (New York City time) on the date of
repayment. The Borrower may from time to time pay, subject to the payment of any
funding indemnification amounts required by Section 3.4 but without penalty or
premium, all outstanding Eurodollar Advances, or, in a minimum aggregate amount
of $1,000,000 or any integral multiple of $500,000 in excess thereof, any
portion of the outstanding Eurodollar Advances upon three (3) Business Days'
prior notice to the Administrative Agent.

         2.8. Method of Selecting Types and Interest Periods for New Advances.
The Borrower shall select the Type of Advance and, in the case of each
Eurodollar Advance, the Interest Period applicable thereto from time to time;
provided that there shall be no more than 5 Interest Periods in effect with
respect to all of the Loans at any time, unless such limit has been waived by
the Administrative Agent in its sole discretion. The Borrower shall give the
Administrative Agent irrevocable notice (a "Borrowing Notice") not later than
2:00 p.m. (New York City time) at least one Business Day before the Borrowing
Date of each Floating Rate Advance (other than a Swing Line Loan) and three
Business Days before the Borrowing Date for each Eurodollar Advance, specifying:

                                       33
<PAGE>

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

                  (ii) the aggregate amount of such Advance,

                  (iii) the Type of Advance selected, and

                  (iv) in the case of each Eurodollar Advance, the Interest
         Period applicable thereto.

Not later than 1:00 p.m. (New York City time) on each Borrowing Date, each
Lender shall make available its Loan or Loans in Federal or other funds
immediately available in New York City to the Administrative Agent at its
address specified pursuant to Article XIII. The Administrative Agent will
promptly make the funds so received from the Lenders available to the Borrower
at the Administrative Agent's aforesaid address.

         2.9. Conversion and Continuation of Outstanding Advances; No Conversion
or Continuation of Eurodollar Advances After Default. Floating Rate Advances
(other than Swing Line Advances) shall continue as Floating Rate Advances unless
and until such Floating Rate Advances are converted into Eurodollar Advances
pursuant to this Section 2.9 or are repaid in accordance with Section 2.7. Each
Eurodollar Advance shall continue as a Eurodollar Advance until the end of the
then applicable Interest Period therefor, at which time such Eurodollar Advance
shall be automatically converted into a Floating Rate Advance unless (x) such
Eurodollar Advance is or was repaid in accordance with Section 2.7 or (y) the
Borrower shall have given the Administrative Agent a Conversion/Continuation
Notice (as defined below) requesting that, at the end of such Interest Period,
such Eurodollar Advance continue as a Eurodollar Advance for the same or another
Interest Period. Subject to the terms of Section 2.6, the Borrower may elect
from time to time to convert all or any part of an Advance of any Type (other
than a Swing Line Advance) into any other Type or Types of Advances; provided
that any conversion of any Eurodollar Advance shall be made on, and only on, the
last day of the Interest Period applicable thereto. Notwithstanding anything to
the contrary contained in this Section 2.9, during the continuance of a Default
or an Unmatured Default, the Administrative Agent may (or shall at the direction
of the Required Lenders), by notice to the Borrower, declare that no Advance may
be made, converted or continued as a Eurodollar Advance. The Borrower shall give
the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice")
of each conversion of an Advance or continuation of a Eurodollar Advance not
later than 2:00 p.m. (New York City time) at least one (1) Business Day, in the
case of a conversion into a Floating Rate Advance, or three (3) Business Days,
in the case of a conversion into or continuation of a Eurodollar Advance, prior
to the date of the requested conversion or continuation, specifying:

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

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

         (iii)    the amount of such Advance which is to be converted into or
                  continued as a Eurodollar Advance and the duration of the
                  Interest Period applicable thereto.

                                       34
<PAGE>

         2.10. Changes in Interest Rate, Etc. Each Floating Rate Advance (other
than a Swing Line Advance) shall bear interest on the outstanding principal
amount thereof, for each day from and including the date such Advance is made or
is automatically converted from a Eurodollar Advance into a Floating Rate
Advance pursuant to Section 2.9, to but excluding the date it is paid or is
converted into a Eurodollar Advance pursuant to Section 2.9 hereof, at a rate
per annum equal to the Floating Rate for such day. Each Swing Line Loan shall
bear interest on the outstanding principal amount thereof, for each day from and
including the day such Swing Line Loan is made to but excluding the date it is
fully paid at a rate per annum equal to the Floating Rate for such day. Changes
in the rate of interest on that portion of any Advance maintained as a Floating
Rate Advance will take effect simultaneously with each change in the Alternate
Base Rate. Each Eurodollar Advance shall bear interest on the outstanding
principal amount thereof from and including the first day of the Interest Period
applicable thereto to (but not including) the last day of such Interest Period
at the interest rate determined by the Administrative Agent as applicable to
such Eurodollar Advance based upon the Borrower's selections under Sections 2.8
and 2.9 and otherwise in accordance with the terms hereof. No Interest Period in
respect of any Revolving Loan may end after the Revolving Loan Termination Date.
No Interest Period in respect of any Term B Loan may end after the Term Loan B
Maturity Date.

         2.11. Rates Applicable After Default. During the continuance of a
Default (including the Borrower's failure to pay any Loan at maturity) the
Required Lenders may, at their option, by notice to the Borrower (which notice
may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 8.2 requiring unanimous consent of the Lenders to changes
in interest rates), declare that (i) each Eurodollar Advance shall bear interest
for the remainder of the applicable Interest Period at the rate otherwise
applicable to such Interest Period plus 2% per annum, (ii) each Floating Rate
Advance shall bear interest at a rate per annum equal to the Floating Rate in
effect from time to time plus 2% per annum, and (iii) the LC Fee shall be
increased by 2% per annum; provided that, during the continuance of a Default
under Section 7.6 or 7.7, the interest rates set forth in clauses (i) and (ii)
above and the increase in the LC Fee set forth in clause (iii) above shall be
applicable to all Credit Extensions, Advances, fees and other Obligations
hereunder without any election or action on the part of the Administrative Agent
or any Lender.

         2.12. Method of Payment. All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Administrative Agent at the Administrative Agent's
address specified pursuant to Article XIII, or at any other Lending Installation
of the Administrative Agent specified in writing by the Administrative Agent to
the Borrower, by 1:00 pm (New York City time) on the date when due and shall
(except with respect to repayments of Swing Line Loans, and except in the case
of Reimbursement Obligations for which any LC Issuer has not been fully
indemnified by the Lenders, or as otherwise specifically required hereunder) be
applied ratably by the Administrative Agent among the Lenders. Each payment
delivered to the Administrative Agent for the account of any Lender shall be
delivered promptly by the Administrative Agent to such Lender in the same type
of funds that the Administrative Agent received at its address specified
pursuant to Article XIII or at any Lending Installation specified in a notice
received by the Administrative Agent from such Lender. Each reference to the
Administrative Agent in this Section 2.12 shall also be deemed to refer, and
shall apply equally, to each LC Issuer in the case of payments required to be
made by the Borrower to the LC Issuers pursuant to Section 2.20.6.

                                       35
<PAGE>

         2.13. Noteless Agreement; Evidence of Indebtedness.

         (i)      Each Lender shall maintain in accordance with its usual
                  practice an account or accounts evidencing the indebtedness of
                  the Borrower to such Lender resulting from each Loan made by
                  such Lender from time to time, including the amounts of
                  principal and interest payable and paid to such Lender from
                  time to time hereunder.

         (ii)     The Administrative Agent shall also maintain accounts in which
                  it will record (a) the date and the amount of each Loan made
                  hereunder, the Type thereof and the Interest Period (in the
                  case of a Eurodollar Advance) with respect thereto, (b) the
                  amount of any principal or interest due and payable or to
                  become due and payable from the Borrower to each Lender
                  hereunder, (c) the original stated amount of each Facility LC
                  and the amount of LC Obligations outstanding at any time, (d)
                  the effective date and amount of each Assignment Agreement
                  delivered to and accepted by it and the parties thereto
                  pursuant to Section 12.3, (e) the amount of any sum received
                  by the Administrative Agent hereunder from the Borrower and
                  each Lender's share thereof, and (f) all other appropriate
                  debits and credits as provided in this Agreement, including,
                  without limitation, all fees, charges, expenses and interest.

         (iii)    The entries maintained in the accounts maintained pursuant to
                  paragraphs (i) and (ii) above shall be prima facie evidence of
                  the existence and amounts of the Obligations therein recorded;
                  provided, however, that the failure of the Administrative
                  Agent or any Lender to maintain such accounts or any error
                  therein shall not in any manner affect the obligation of the
                  Borrower to repay the Obligations in accordance with their
                  terms.

         (iv)     Any Lender may request that its Term B Loans, Revolving Loans
                  or, in the case of the Swing Line Lender, the Swing Line
                  Loans, be evidenced by promissory notes (the "Notes") in
                  substantially the form of Exhibit E-1 or E-2 with appropriate
                  changes for notes evidencing Swing Line Loans. In such event,
                  the Borrower shall prepare, execute and deliver to such Lender
                  such Note(s) payable to the order of such Lender. Thereafter,
                  the Loans evidenced by such Note(s) and interest thereon shall
                  at all times (prior to any assignment pursuant to Section
                  12.3) be represented by one or more Notes payable to the order
                  of the payee named therein, except to the extent that any such
                  Lender subsequently returns any such Note(s) for cancellation
                  and requests that such Loans once again be evidenced as
                  described in paragraphs (i) and (ii) above.

         2.14. Telephonic Notices. The Borrower hereby authorizes the Lenders
and the Administrative Agent to extend, convert or continue Advances, effect
selections of Types of Advances and to transfer funds based on telephonic
notices made by any person or persons the Administrative Agent or any Lender in
good faith believes to be acting on behalf of the Borrower, it being understood
that the foregoing authorization is specifically intended to allow Borrowing

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<PAGE>

Notices and Conversion/Continuation Notices to be given telephonically. The
Borrower agrees to deliver promptly to the Administrative Agent a written
confirmation, signed by an Authorized Officer, if such confirmation is requested
by the Administrative Agent or any Lender, of each telephonic notice. If the
written confirmation differs in any material respect from the action taken by
the Administrative Agent and the Lenders, the reasonable and documented records
of the Administrative Agent and the Lenders shall govern absent manifest error.

         2.15. Interest Payment Dates; Interest and Fee Basis. Interest accrued
on each Floating Rate Advance shall be payable in arrears on each Payment Date,
commencing with the first such date to occur after the Closing Date, on any date
on which the Floating Rate Advance is prepaid, whether due to acceleration or
otherwise, and at maturity. Interest accrued on that portion of the outstanding
principal amount of any Floating Rate Advance converted into a Eurodollar
Advance on a day other than a Payment Date shall be payable on the date of
conversion. Interest accrued on each Eurodollar Advance shall be payable on the
last day of its applicable Interest Period, on any date on which the Eurodollar
Advance is prepaid, whether by acceleration or otherwise, and at maturity.
Interest accrued on each Eurodollar Advance having an Interest Period longer
than three months shall also be payable on the last day of each three-month
interval during such Interest Period. Interest on Eurodollar Advances, LC Fees
and all other fees hereunder shall be calculated for actual days elapsed on the
basis of a 360-day year. Interest on Floating Rate Advances shall be calculated
for actual days elapsed on the basis of a 365/366-day year. Interest shall be
payable for the day an Advance is made but not for the day of any payment on the
amount paid if payment is received prior to 1:00 pm (New York City time) at the
place of payment. If any payment of principal of or interest on an Advance, any
fees or any other amounts payable to the Administrative Agent or any Lender
hereunder shall become due on a day which is not a Business Day, such payment
shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing
interest, fees and commissions in connection with such payment.

         2.16. Notification of Advances, Interest Rates, Prepayments and
Revolving Loan Commitment Reductions; Availability of Loans. Promptly after
receipt thereof, the Administrative Agent will notify each Lender of the
contents of each Aggregate Revolving Loan Commitment reduction notice, LC
Commitment reduction notice, Borrowing Notice, Swing Line Borrowing Notice,
Conversion/Continuation Notice, and repayment notice received by it hereunder.
Promptly after notice from any LC Issuer, the Administrative Agent will notify
each Lender of the contents of each request for issuance of a Facility LC
hereunder. The Administrative Agent will notify the Borrower and each Lender of
the interest rate applicable to each Eurodollar Advance promptly upon
determination of such interest rate and will give the Borrower and each Lender
prompt notice of each change in the Alternate Base Rate. Not later than 1:00
p.m. (New York City time) on each Borrowing Date, each Lender shall make
available its Revolving Loan or Revolving Loans in funds immediately available
in New York City to the Administrative Agent at its address specified pursuant
to Article XIII. The Administrative Agent will promptly make the funds so
received from the Lenders available to the Borrower at the Administrative
Agent's aforesaid address.

         2.17. Lending Installations. Each Lender may book its Loans and its
participation in any LC Obligations and each LC Issuer may book the Facility LCs
at any Lending Installation selected by such Lender or such LC Issuer, as

                                       37
<PAGE>

applicable, and may change its Lending Installation from time to time. All terms
of this Agreement shall apply to any such Lending Installation and the Loans,
Facility LCs, participations in LC Obligations and any Notes issued hereunder
shall be deemed held by each Lender or each LC Issuer, as applicable, for the
benefit of any such Lending Installation. Each Lender and each LC Issuer may, by
written notice to the Administrative Agent and the Borrower in accordance with
Article XIII, designate replacement or additional Lending Installations through
which Loans will be made by it or Facility LCs will be issued by it and for
whose account Loan payments or payments with respect to Facility LCs are to be
made.

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

         2.19. Replacement of Lender. If the Borrower is required pursuant to
Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any
Lender's obligation to make or continue, or to convert Floating Rate Advances
into, Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any
Lender becomes a Defaulting Lender (any Lender so affected an "Affected
Lender"), the Borrower may elect, if such amounts continue to be charged or such
suspension is still effective, to terminate or replace the Revolving Loan
Commitment, Term Loan B Commitment and Loans of such Affected Lender, provided
that no Default or Unmatured Default shall have occurred and be continuing at
the time of such termination or replacement, and provided further that,
concurrently with such termination or replacement, (i) if the Affected Lender is
being replaced, another bank or other entity which is reasonably satisfactory to
the Borrower and the Administrative Agent shall agree, as of such date, to
purchase for cash the Outstanding Revolving Credit Exposure and Term B Loans of
the Affected Lender pursuant to an Assignment Agreement substantially in the
form of Exhibit C and to become a Lender for all purposes under this Agreement
and to assume all obligations of the Affected Lender to be terminated as of such
date and to comply with the requirements of Section 12.3 applicable to
assignments, and (ii) the Borrower shall pay to such Affected Lender in
immediately available funds on the day of such replacement (A) all interest,
fees and other amounts then accrued but unpaid to such Affected Lender by the
Borrower hereunder to and including the date of termination, including without
limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5,
and (B) an amount, if any, equal to the payment which would have been due to
such Lender on the day of such replacement under Section 3.4 had the Loans of
such Affected Lender been prepaid on such date rather than sold to the

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<PAGE>

replacement Lender, in each case to the extent not paid by the purchasing lender
and (iii) if the Affected Lender is being terminated, the Borrower shall pay to
such Affected Lender all Obligations due to such Affected Lender (including the
amounts described in the immediately preceding clauses (i) and (ii) plus, to the
extent not paid by the replacement Lender, the outstanding principal balance of
such Affected Lender's Credit Extensions).

         2.20. Facility LCs.

                  2.20.1 Existing Letters of Credit; Issuance. The Borrower, the
         Lenders, the Administrative Agent and the Initial LC Issuers agree and
         confirm that, as of the Closing Date, and subject to the satisfaction
         of the condition precedent set forth in Section 4.1, the Existing
         Letters of Credit shall (x) be deemed to have been issued pursuant to
         this Agreement, (y) constitute Facility LCs, and (z) be governed by
         this Section 2.20, together with the other terms and conditions of this
         Agreement. Each LC Issuer hereby agrees, on the terms and conditions
         set forth in this Agreement, to issue, or cause to be issued, standby
         and commercial Letters of Credit (each, a "Facility LC") and to renew,
         extend, increase, decrease or otherwise modify each Facility LC
         ("Modify," and each such action, a "Modification"), from time to time
         from and including the date of this Agreement and prior to the
         Revolving Loan Termination Date upon the request of the Borrower;
         provided that, immediately after each such Facility LC is issued or
         Modified, the Aggregate Outstanding Revolving Credit Exposure shall not
         exceed the Aggregate Revolving Loan Commitment and the aggregate amount
         of the LC Obligations shall not exceed the LC Sublimit. No Facility LC
         shall have an expiry date later than the earlier of (x) the fifth
         Business Day prior to the Revolving Loan Termination Date and (y) one
         year after its issuance; provided that any Facility LC with a one-year
         term may provide for the renewal thereof for additional one-year
         periods (which in no event shall extend beyond the date referred to in
         the preceding clause (x)). Notwithstanding the foregoing or anything
         else contained in the Loan Documents, Bank One shall have no obligation
         whatsoever to issue or renew any Letters of Credit other than the
         deemed issuance of the Existing Letters of Credit.

                  2.20.2 Participations. Upon the issuance or Modification by
         any LC Issuer of a Facility LC in accordance with this Section 2.20,
         such LC Issuer shall be deemed, without further action by any party
         hereto, to have unconditionally and irrevocably sold to each Lender,
         and each Lender shall be deemed, without further action by any party
         hereto, to have unconditionally and irrevocably purchased from such LC
         Issuer, a participation in such Facility LC (and each Modification
         thereof) and the related LC Obligations in proportion to its Revolving
         Loan Pro Rata Share.

                  2.20.3 Notice. Subject to Section 2.20.1, the Borrower shall
         give any LC Issuer notice prior to 1:00 p.m. (New York City time) at
         least five Business Days prior to the proposed date of issuance or
         Modification of each Facility LC, specifying the beneficiary, the
         proposed date of issuance (or Modification) and the expiry date of such
         Facility LC, and describing the proposed terms of such Facility LC and
         the nature of the transactions proposed to be supported thereby. Upon
         receipt of such notice, such LC Issuer shall promptly notify the

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<PAGE>

         Administrative Agent, and, upon issuance only, the Administrative Agent
         shall promptly notify each Lender, of the contents thereof and of the
         amount of such Lender's participation in such proposed Facility LC. The
         issuance or Modification by any LC Issuer of any Facility LC shall, in
         addition to the conditions precedent set forth in Article IV (the
         satisfaction of which such LC Issuer shall have no duty to ascertain),
         be subject to the conditions precedent that such Facility LC shall be
         satisfactory to such LC Issuer and that the Borrower shall have
         executed and delivered such application agreement and/or such other
         instruments and agreements relating to such Facility LC as such LC
         Issuer shall have reasonably requested (each, a "Facility LC
         Application"). In the event of any conflict between the terms of this
         Agreement and the terms of any Facility LC Application, the terms of
         this Agreement shall control.

                  2.20.4 LC Fees. The Borrower shall pay to the Administrative
         Agent, for the account of the Lenders ratably in accordance with their
         respective Revolving Loan Pro Rata Shares, a letter of credit fee at a
         per annum rate equal to the Applicable Margin for Eurodollar Loans in
         effect from time to time on the average daily undrawn stated amount
         under such Facility LC, such fee to be payable in arrears on each
         Payment Date. The Borrower shall also pay to each LC Issuer for its own
         account (x) at the time of issuance of each Facility LC which is a
         standby letter of credit, a fronting fee in an amount equal to 0.25%
         times the face amount of such Facility LC and (y) documentary and
         processing charges in connection with the issuance or Modification of
         and draws under Facility LCs in accordance with such LC Issuer's
         standard schedule for such charges as in effect from time to time. Each
         fee described in this Section 2.20.4 shall constitute an "LC Fee".

                  2.20.5 Administration; Reimbursement by Lenders. Upon receipt
         from the beneficiary of any Facility LC of any demand for payment under
         such Facility LC, each LC Issuer shall notify the Administrative Agent
         and the Administrative Agent shall promptly notify the Borrower and
         each other Lender as to the amount to be paid by such LC Issuer as a
         result of such demand and the proposed payment date (the "LC Payment
         Date"). The responsibility of each LC Issuer to the Borrower and each
         Lender shall be only to determine that the documents (including each
         demand for payment) delivered under each Facility LC in connection with
         such presentment shall be in conformity in all material respects with
         such Facility LC. Each LC Issuer shall endeavor to exercise the same
         care in the issuance and administration of the Facility LCs as it does
         with respect to letters of credit in which no participations are
         granted, it being understood that in the absence of any gross
         negligence or willful misconduct by such LC Issuer, each Lender shall
         be unconditionally and irrevocably liable without regard to the
         occurrence of any Default or any condition precedent whatsoever, to
         reimburse such LC Issuer on demand for (i) such Lender's Revolving Loan
         Pro Rata Share of the amount of each payment made by such LC Issuer
         under each Facility LC to the extent such amount is not reimbursed by
         the Borrower pursuant to Section 2.20.6 below, plus (ii) interest on
         the foregoing amount to be reimbursed by such Lender, for each day from
         the date of such LC Issuer's demand for such reimbursement (or, if such
         demand is made after 2:00 p.m. (New York City time) on such date, from
         the next succeeding Business Day) to the date on which such Lender pays
         the amount to be reimbursed by it, at a rate of interest per annum
         equal to the Federal Funds Effective Rate for the first three days and,
         thereafter, at a rate of interest equal to the rate applicable to
         Floating Rate Advances.

                                       40
<PAGE>

                  2.20.6 Reimbursement by Borrower. The Borrower shall be
         irrevocably and unconditionally obligated to reimburse such LC Issuer
         on or before the applicable LC Payment Date for any amounts to be paid
         by such LC Issuer upon any drawing under any Facility LC, without
         presentment, demand, protest or other formalities of any kind; provided
         that neither the Borrower nor any Lender shall hereby be precluded from
         asserting any claim for direct (but not consequential) damages suffered
         by the Borrower or such Lender to the extent, but only to the extent,
         caused by (i) the willful misconduct or gross negligence of such LC
         Issuer in determining whether a request presented under any Facility LC
         issued by it complied with the terms of such Facility LC or (ii) such
         LC Issuer's failure to pay under any Facility LC issued by it after the
         presentation to it of a request strictly complying with the terms and
         conditions of such Facility LC. If the Borrower at any time fails to
         repay a Reimbursement Obligation pursuant to this Section 2.20, such
         unpaid Reimbursement Obligation shall at that time be automatically
         converted into an obligation and the Borrower shall be deemed to have
         elected to borrow a Revolving Loan from the Lenders, as of the date of
         the payment by the applicable LC Issuer giving rise to the
         Reimbursement Obligation equal in amount to the amount of the unpaid
         Reimbursement Obligation. Such Revolving Loan shall be made as of the
         date of the payment giving rise to such Reimbursement Obligation,
         automatically, without notice and without any requirement to satisfy
         the conditions precedent otherwise applicable to a Revolving Loan if
         the Borrower shall have failed to make such payment to the
         Administrative Agent for the account of such LC Issuer prior to such
         time. Such Revolving Loan shall constitute a Floating Rate Advance and
         the proceeds of such Advance shall be used to repay such Reimbursement
         Obligation. If, for any reason, the Borrower fails to repay a
         Reimbursement Obligation on the day such Reimbursement Obligation
         arises and, for any reason, the Lenders are unable to make or have no
         obligation to make a Revolving Loan, then such Reimbursement Obligation
         shall bear interest from and after such day, until paid in full, at the
         interest rate applicable to a Floating Rate Advance. The Borrower
         agrees to indemnify each LC Issuer against any loss or expense
         determined by such LC Issuer in good faith to have resulted from any
         conversion pursuant to this Section 2.20 by reason of the inability of
         such LC Issuer to convert the amount received from the Borrower or from
         the Lenders, as applicable, into an amount equal to the amount of such
         Reimbursement Obligation. Each LC Issuer will pay to each Lender
         ratably in accordance with its Revolving Loan Pro Rata Share all
         amounts received by it from the Borrower for application in payment, in
         whole or in part, of the Reimbursement Obligation in respect of any
         Facility LC issued by such LC Issuer, but only to the extent such
         Lender has made payment to such LC Issuer in respect of such Facility
         LC pursuant to Section 2.20.5.

                  2.20.7 Obligations Absolute. The Borrower's obligations under
         this Section 2.20 shall be absolute and unconditional under any and all
         circumstances and irrespective of any setoff, counterclaim or defense
         to payment which the Borrower may have or have had against any LC
         Issuer, any Lender or any beneficiary of a Facility LC. The Borrower
         further agrees with the LC Issuers and the Lenders that the LC Issuers
         and the Lenders shall not be responsible for, and the Borrower's
         Reimbursement Obligation in respect of any Facility LC shall not be

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<PAGE>

         affected by, among other things, the validity or genuineness of
         documents or of any endorsements thereon, even if such documents should
         in fact prove to be in any or all respects invalid, fraudulent or
         forged, or any dispute between or among the Borrower, any of its
         Affiliates, the beneficiary of any Facility LC or any financing
         institution or other party to whom any Facility LC may be transferred
         or any claims or defenses whatsoever of the Borrower or of any of its
         Affiliates against the beneficiary of any Facility LC or any such
         transferee. The LC Issuers shall not be liable for any error, omission,
         interruption or delay in transmission, dispatch or delivery of any
         message or advice, however transmitted, in connection with any Facility
         LC. The Borrower agrees that any action taken or omitted by any LC
         Issuer or any Lender under or in connection with each Facility LC and
         the related drafts and documents, if done without gross negligence or
         willful misconduct, shall be binding upon the Borrower and shall not
         put any LC Issuer or any Lender under any liability to the Borrower.
         Nothing in this Section 2.20.7 is intended to limit the right of the
         Borrower to make a claim against any LC Issuer for damages as
         contemplated by the proviso to the first sentence of Section 2.20.6.

                  2.20.8 Actions of LC Issuers. Each LC Issuer shall be entitled
         to rely, and shall be fully protected in relying, upon any Facility LC,
         draft, writing, resolution, notice, consent, certificate, affidavit,
         letter, cablegram, telegram, telecopy, telex or teletype message,
         statement, order or other document believed by it to be genuine and
         correct and to have been signed, sent or made by the proper Person or
         Persons, and upon advice and statements of legal counsel, independent
         accountants and other experts selected by such LC Issuer. Each LC
         Issuer shall be fully justified in failing or refusing to take any
         action under this Agreement unless it shall first have received such
         advice or concurrence of the Required Lenders as it reasonably deems
         appropriate or it shall first be indemnified to its reasonable
         satisfaction by the Lenders against any and all liability and expense
         which may be incurred by it by reason of taking or continuing to take
         any such action. Notwithstanding any other provision of this Section
         2.20, each LC Issuer shall in all cases be fully protected in acting,
         or in refraining from acting, under this Agreement in accordance with a
         request of the Required Lenders, and such request and any action taken
         or failure to act pursuant thereto shall be binding upon the Lenders
         and any future holders of a participation in any Facility LC.

                  2.20.9 Indemnification. The Borrower hereby agrees to
         indemnify and hold harmless each Lender, each LC Issuer and the
         Administrative Agent, and their respective directors, officers, agents
         and employees from and against any and all claims and damages, losses,
         liabilities, costs or expenses which such Lender, such LC Issuer or the
         Administrative Agent may incur (or which may be claimed against such
         Lender, such LC Issuer or the Administrative Agent by any Person
         whatsoever) by reason of or in connection with the issuance, execution
         and delivery or transfer of or payment or failure to pay under any
         Facility LC or any actual or proposed use of any Facility LC,
         including, without limitation, any claims, damages, losses,
         liabilities, costs or expenses which such LC Issuer may incur by reason
         of or in connection with (i) the failure of any other Lender to fulfill
         or comply with its obligations to such LC Issuer hereunder (but nothing
         herein contained shall affect any rights the Borrower may have against
         any defaulting Lender) or (ii) by reason of or on account of such LC
         Issuer issuing any Facility LC which specifies that the term
         "Beneficiary" included therein includes any successor by operation of
         law of the named Beneficiary, but which Facility LC does not require
         that any drawing by any such successor Beneficiary be accompanied by a
         copy of a legal document, satisfactory to such LC Issuer, evidencing
         the appointment of such successor Beneficiary; provided that the

                                       42
<PAGE>

         Borrower shall not be required to indemnify any Lender, any LC Issuer
         or the Administrative Agent for any claims, damages, losses,
         liabilities, costs or expenses to the extent, but only to the extent,
         caused by (x) the willful misconduct or gross negligence of any LC
         Issuer in determining whether a request presented under any Facility LC
         complied with the terms of such Facility LC or (y) any LC Issuer's
         failure to pay under any Facility LC after the presentation to it of a
         request strictly complying with the terms and conditions of such
         Facility LC. Nothing in this Section 2.20.9 is intended to limit the
         obligations of the Borrower under any other provision of this
         Agreement.

                  2.20.10 Lenders' Indemnification. Each Lender shall, ratably
         in accordance with its Revolving Loan Pro Rata Share, indemnify each LC
         Issuer, its affiliates and their respective directors, officers, agents
         and employees (to the extent not reimbursed by the Borrower) against
         any cost, expense (including reasonable counsel fees and
         disbursements), claim, demand, action, loss or liability (except such
         as result from such indemnitees' gross negligence or willful misconduct
         or such LC Issuer's failure to pay under any Facility LC after the
         presentation to it of a request strictly complying with the terms and
         conditions of the Facility LC) that such indemnitees may suffer or
         incur in connection with this Section 2.20 or any action taken or
         omitted by such indemnitees hereunder.

                  2.20.11 Facility LC Collateral Account. The Borrower agrees
         that it will, upon the request of the Administrative Agent or the
         Required Lenders and until the final expiration date of any Facility LC
         and thereafter as long as any amount is payable to any LC Issuer or the
         Lenders in respect of any Facility LC, maintain the Facility LC
         Collateral Account. The Borrower hereby pledges, assigns and grants to
         the Administrative Agent, on behalf of and for the ratable benefit of
         the Lenders and the LC Issuers, a security interest in all of the
         Borrower's right, title and interest in and to all funds which may from
         time to time be on deposit in the Facility LC Collateral Account to
         secure the prompt and complete payment and performance of the Secured
         Obligations. The Administrative Agent will invest any funds on deposit
         from time to time in the Facility LC Collateral Account in Cash
         Equivalent Investments having a maturity not exceeding 30 days. Nothing
         in this Section 2.20.11 shall (i) require the Borrower or any
         Subsidiary to either establish the Facility LC Collateral Account or
         deposit any funds in the Facility LC Collateral Account or (ii) limit
         the right of the Administrative Agent to release any funds held in the
         Facility LC Collateral Account, in each case other than as required by
         Section 2.2 or Section 8.1.

                  2.20.12 Rights as a Lender. In its capacity as a Lender, if
         any, each LC Issuer shall have the same rights and obligations as any
         other Lender.

         2.21. Defaulting Lenders. (a) In the event that, at any one time, (i)
any Lender shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a
Defaulted Loan to the Borrower and (iii) the Borrower shall be required to make
any payment hereunder or under any other Loan Document to or for the account of
such Defaulting Lender, then the Borrower may, so long as no Default shall occur
or be continuing at such time and to the fullest extent permitted by applicable
law, set off and otherwise apply the Obligation of the Borrower to make such

                                       43
<PAGE>

payment to or for the account of such Defaulting Lender against the obligation
of such Defaulting Lender to make such Defaulted Loan. In the event that, on any
date, the Borrower shall so set off and otherwise apply its obligation to make
any such payment against the obligation of such Defaulting Lender to make any
such Defaulted Loan on or prior to such date, the amount so set off and
otherwise applied by the Borrower shall constitute for all purposes of this
Agreement and the other Loan Documents a Loan by such Defaulting Lender made on
the date of such setoff under the Facility pursuant to which such Defaulted Loan
was originally required to have been made pursuant to Section 2.1. Such Loan
shall be considered, for all purposes of this Agreement, to comprise part of the
Advance in connection with which such Defaulted Loan was originally required to
have been made pursuant to Section 2.1, even if the other Loans comprising such
Advance shall be Eurodollar Loans on the date such Loan is deemed to be made
pursuant to this subsection (a). The Borrower shall notify the Administrative
Agent at any time the Borrower exercises its right of set-off pursuant to this
subsection (a) and shall set forth in such notice (A) the name of the Defaulting
Lender and the Defaulted Loan required to be made by such Defaulting Lender and
(B) the amount set off and otherwise applied in respect of such Defaulted Loan
pursuant to this subsection (a). Any portion of such payment otherwise required
to be made by the Borrower to or for the account of such Defaulting Lender which
is paid by the Borrower, after giving effect to the amount set off and otherwise
applied by the Borrower pursuant to this subsection (a), shall be applied by the
Administrative Agent as specified in subsection (b) or (c) of this Section 2.21.

         (b) In the event that, at any one time, (i) any Lender shall be a
Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Amount to
any Agent or any of the other Lenders and (iii) the Borrower shall make any
payment hereunder or under any other Loan Document to the Administrative Agent
for the account of such Defaulting Lender, then the Administrative Agent may, on
its behalf or on behalf of such other Agents or such other Lenders and to the
fullest extent permitted by applicable law, apply at such time the amount so
paid by the Borrower to or for the account of such Defaulting Lender to the
payment of each such Defaulted Amount to the extent required to pay such
Defaulted Amount. In the event that the Administrative Agent shall so apply any
such amount to the payment of any such Defaulted Amount on any date, the amount
so applied by the Administrative Agent shall constitute for all purposes of this
Agreement and the other Loan Documents payment, to such extent, of such
Defaulted Amount on such date. Any such amount so applied by the Administrative
Agent shall be retained by the Administrative Agent or distributed by the
Administrative Agent to such other Agents or such other Lenders, ratably in
accordance with the respective portions of such Defaulted Amounts payable at
such time to the Administrative Agent, such other Agents and such other Lenders
and, if the amount of such payment made by the Borrower shall at such time be
insufficient to pay all Defaulted Amounts owing at such time to the
Administrative Agent, such other Agents and such other Lenders, in the following
order of priority:

         (i)      first, to the Agents for any Defaulted Amounts then owing to
                  them, in their capacities as such, ratably in accordance with
                  such respective Defaulted Amounts then owing to the Agents;

         (ii)     second, to the LC Issuers and the Swing Line Lender for any
                  Defaulted Amounts then owing to them, in their capacities as
                  such, ratably in accordance with such respective Defaulted
                  Amounts then owing to each LC Issuer and the Swing Line
                  Lender; and

                                       44
<PAGE>

         (iii)    third, to any other Lenders for any Defaulted Amounts then
                  owing to such other Lenders, ratably in accordance with such
                  respective Defaulted Amounts then owing to such other Lenders.

         Any portion of such amount paid by the Borrower for the account of such
         Defaulting Lender remaining, after giving effect to the amount applied
         by the Administrative Agent pursuant to this subsection (b), shall be
         applied by the Administrative Agent as specified in subsection (c) of
         this Section 2.21.

         (c) In the event that, at any one time, (i) any Lender shall be a
Defaulting Lender, (ii) such Defaulting Lender shall not owe a Defaulted Loan or
a Defaulted Amount and (iii) the Borrower, any Agent or any other Lender shall
be required to pay or distribute any amount hereunder or under any other Loan
Document to or for the account of such Defaulting Lender, then the Borrower or
such Agent or such other Lender shall pay such amount to the Administrative
Agent to be held by the Administrative Agent, to the fullest extent permitted by
applicable law, in escrow or the Administrative Agent shall, to the fullest
extent permitted by applicable law, hold in escrow such amount otherwise held by
it. Any funds held by the Administrative Agent in escrow under this subsection
(c) shall be deposited by the Administrative Agent in an account with a bank
(the "Escrow Bank") selected by the Administrative Agent, in the name and under
the control of the Administrative Agent, but subject to the provisions of this
subsection (c). The terms applicable to such account, including the rate of
interest payable with respect to the credit balance of such account from time to
time, shall be the Escrow Bank's standard terms applicable to escrow accounts
maintained with it. Any interest credited to such account from time to time
shall be held by the Administrative Agent in escrow under, and applied by the
Administrative Agent from time to time in accordance with the provisions of,
this subsection (c). The Administrative Agent shall, to the fullest extent
permitted by applicable law, apply all funds so held in escrow from time to time
to the extent necessary to make any Loans required to be made by such Defaulting
Lender and to pay any amount payable by such Defaulting Lender hereunder and
under the other Loan Documents to the Administrative Agent or any other Lender,
as and when such Loans or amounts are required to be made or paid and, if the
amount so held in escrow shall at any time be insufficient to make and pay all
such Loans and amounts required to be made or paid at such time, in the
following order of priority:

         (i)      first, to the Agents for any amounts then due and payable by
                  such Defaulting Lender to them hereunder, in their capacities
                  as such, ratably in accordance with such respective amounts
                  then due and payable to the Agents;

         (ii)     second, to the LC Issuers and the Swing Line Lender for any
                  amounts then due and payable to them hereunder, in their
                  capacities as such, by such Defaulting Lender, ratably in
                  accordance with such respective amounts then due and payable
                  to each LC Issuer and the Swing Line Lender;

         (iii)    third, to any other Lenders for any amount then due and
                  payable by such Defaulting Lender to such other Lenders
                  hereunder, ratably in accordance with such respective amounts
                  then due and payable to such other Lenders; and

                                       45
<PAGE>

         (iv)     fourth, to the Borrower for any Loan then required to be made
                  by such Defaulting Lender pursuant to a Revolving Loan
                  Commitment, Swing Line Commitment, Term Loan B Commitment or
                  LC Commitment of such Defaulting Lender.

                  In the event that any Lender that is a Defaulting Lender
                  shall, at any time, cease to be a Defaulting Lender, any funds
                  held by the Administrative Agent in escrow at such time with
                  respect to such Lender shall be distributed by the
                  Administrative Agent to such Lender and applied by such Lender
                  to the Obligations owing to such Lender at such time under
                  this Agreement and the other Loan Documents ratably in
                  accordance with the respective amounts of such Obligations
                  outstanding at such time.

         (d) The rights and remedies against a Defaulting Lender under this
Section 2.21 are in addition to other rights and remedies that the Borrower may
have against such Defaulting Lender with respect to any Defaulted Loan and that
any Agent or any Lender may have against such Defaulting Lender with respect to
any Defaulted Amount.

                                  ARTICLE III
                             YIELD PROTECTION; TAXES

         3.1. Yield Protection. If, on or after the Closing Date, the adoption
of any law or any governmental or quasi-governmental rule, regulation, policy,
guideline or directive (whether or not having the force of law), or any change
in any such law, rule, regulation, policy, guideline or directive or in the
interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation or any LC Issuer with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency (other than any change by way of imposition or increase of
Reserve Requirements):

         (i)      subjects any Lender or any applicable Lending Installation or
                  any LC Issuer to any Taxes, or changes the basis of taxation
                  of payments (other than with respect to Excluded Taxes) to any
                  Lender or any LC Issuer in respect of its Revolving Loan
                  Commitments, LC Commitments, Eurodollar Loans, Facility LCs or
                  participations therein, or

         (ii)     imposes or increases or deems applicable any reserve,
                  assessment, insurance charge, special deposit or similar
                  requirement against assets of, deposits with or for the
                  account of, or credit extended by, any Lender or any
                  applicable Lending Installation or any LC Issuer (other than
                  reserves and assessments taken into account in determining the
                  interest rate applicable to Eurodollar Advances), or

         (iii)    imposes any other condition the result of which is to increase
                  the cost to any Lender or any applicable Lending Installation
                  of making, funding or maintaining its Revolving Loan

                                       46
<PAGE>

                  Commitment or Eurodollar Loans or its LC Commitment or of
                  issuing or participating in Facility LCs, or reduces any
                  amount receivable by any Lender or any applicable Lending
                  Installation or any LC Issuer in connection with its Revolving
                  Loan Commitment, LC Commitment or Eurodollar Loans or Facility
                  LCs (including participations therein), or requires any Lender
                  or any applicable Lending Installation or any LC Issuer to
                  make any payment calculated by reference to the amount of
                  Revolving Loan Commitment, LC Commitment or Eurodollar Loans
                  or Facility LCs (including participations therein) held or
                  interest or LC Fees received by it, by an amount deemed
                  material by such Lender or such LC Issuer, as applicable.

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation or such LC Issuer of making or maintaining its
Eurodollar Loans or Revolving Loan Commitment or LC Commitment or of issuing or
participating in Facility LCs, as applicable, or to reduce the return received
by such Lender or applicable Lending Installation or such LC Issuer in
connection with such Eurodollar Loans or Revolving Loan Commitment, LC
Commitment or Facility LCs (including participations therein), then, within 15
days of demand, accompanied by the written statement required by Section 3.6, by
such Lender or such LC Issuer, the Borrower shall pay such Lender or such LC
Issuer such additional amount or amounts as will compensate such Lender or such
LC Issuer for such increased cost or reduction in amount received. If, upon
receipt of the notice specified by the immediately preceding sentence, the
Borrower so notifies the Administrative Agent, the Borrower may either (i)
prepay in full all Eurodollar Loans of such Lender then outstanding, so long as
the Borrower reimburses such Lender for its increased costs in accordance with
this Section 3.1, or (ii) convert all Eurodollar Loans of all Lenders then
outstanding into Floating Rate Loans in accordance with this Agreement, so long
as the Borrower reimburses the Lenders for all of their increased costs in
accordance with this Section 3.1.

         3.2. Changes in Capital Adequacy Regulations. If a Lender or LC Issuer
determines the amount of capital required or expected to be maintained by such
Lender or LC Issuer, any Lending Installation of such Lender or LC Issuer or any
corporation controlling such Lender or LC Issuer is increased as a result of a
Change, then, within 15 days of demand, accompanied by the written statement
required by Section 3.6, by such Lender or LC Issuer, the Borrower shall pay
such Lender or LC Issuer the amount necessary to compensate for any shortfall in
the rate of return on the portion of such increased capital which such Lender or
LC Issuer determines is attributable to this Agreement, its Outstanding
Revolving Credit Exposure, its Term B Loans, its Term B Loan Commitment to make
Term B Loans, its Revolving Loan Commitment or LC Commitment to make Revolving
Loans and issue or participate in Facility LCs, as applicable, hereunder (after
taking into account such Lender's or LC Issuer's policies as to capital
adequacy). "Change" means (i) any change after the Closing Date in the
Risk-Based Capital Guidelines or (ii) any adoption of, or change in, or change
in the interpretation or administration of any other law, governmental or
quasi-governmental rule, regulation, policy, guideline, interpretation, or
directive (whether or not having the force of law) after the Closing Date which
affects the amount of capital required or expected to be maintained by any
Lender or LC Issuer or any Lending Installation or any corporation controlling
any Lender or LC Issuer. "Risk-Based Capital Guidelines" means (i) the
risk-based capital guidelines in effect in the United States on the Closing
Date, including transition rules, and (ii) the corresponding capital regulations

                                       47
<PAGE>

promulgated by regulatory authorities outside the United States implementing the
July 1988 report of the Basle Committee on Banking Regulation and Supervisory
Practices Entitled "International Convergence of Capital Measurements and
Capital Standards," including transition rules, and any amendments to such
regulations adopted prior to the Closing Date.

         3.3. Availability of Types of Advances. (a) Eurodollar Advances shall
not be available on the Closing Date. For 45 days following the Closing Date no
Eurodollar Advances shall be available other than those with an Interest Period
of one month.

         (b) If (x) any Lender reasonably determines that maintenance of its
Eurodollar Loans at a suitable Lending Installation would violate any applicable
law, rule, regulation, or directive, whether or not having the force of law, or
(y) the Required Lenders determine in good faith that (i) deposits of a type and
maturity appropriate to match fund Eurodollar Advances are not available or (ii)
the interest rate applicable to Eurodollar Advances does not accurately reflect
the cost of making or maintaining Eurodollar Advances, or (iii) no reasonable
basis exists for determining the Eurodollar Base Rate, then the Administrative
Agent shall suspend the availability of Eurodollar Advances and require any
affected Eurodollar Advances to be repaid or converted to Floating Rate Advances
on the respective last days of the then current Interest Periods with respect to
such Revolving Loans or within such earlier period as required by law, subject
to the payment of any funding indemnification amounts required by Section 3.4.

         3.4. Funding Indemnification. If any payment of a Eurodollar Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a Eurodollar
Advance is not made or continued, or a Floating Rate Advance is not converted
into a Eurodollar Advance, on the date specified by the Borrower for any reason
other than default by the Lenders, or a Eurodollar Advance is not prepaid on the
date specified by the Borrower for any reason, the Borrower will indemnify each
Lender for any loss or cost incurred by it resulting therefrom, including,
without limitation, any loss or cost in liquidating or employing deposits
acquired to fund or maintain such Eurodollar Advance.

         3.5. Taxes.

         (i)      All payments by the Borrower to or for the account of any
                  Lender or any LC Issuer or the Administrative Agent hereunder
                  or under any Note shall be made free and clear of and without
                  deduction for any and all Taxes. If the Borrower shall be
                  required by law to deduct any Taxes from or in respect of any
                  sum payable hereunder to any Lender, LC Issuer or the
                  Administrative Agent, (a) 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 3.5) such Lender, LC Issuer or the
                  Administrative Agent (as the case may be) receives an amount
                  equal to the sum it would have received had no such deductions
                  been made, (b) the Borrower shall make such deductions, (c)
                  the Borrower shall pay the full amount deducted to the
                  relevant authority in accordance with applicable law and (d)
                  the Borrower shall furnish to the Administrative Agent the
                  original copy of a receipt evidencing payment thereof or, if a
                  receipt cannot be obtained with reasonable efforts, such other
                  evidence of payment as is reasonably acceptable to the
                  Administrative Agent, in each case within 30 days after such
                  payment is made.

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<PAGE>

         (ii)     In addition, the Borrower shall pay any present or future
                  stamp or documentary taxes and any other excise or property
                  taxes, intangible or mortgage recording taxes, charges or
                  similar levies which arise from any payment made hereunder or
                  under any Note or Facility LC Application or from the
                  execution or delivery of, or otherwise with respect to, this
                  Agreement or any Note or Facility LC Application ("Other
                  Taxes").

         (iii)    The Borrower shall indemnify the Administrative Agent, each LC
                  Issuer and each Lender for the full amount of Taxes or Other
                  Taxes (including, without limitation, any Taxes or Other Taxes
                  imposed on amounts payable under this Section 3.5) paid by the
                  Administrative Agent, such LC Issuer or such Lender as a
                  result of its Revolving Loan Commitment or LC Commitment, any
                  Credit Extensions made by it hereunder, any Facility LC issued
                  or participated in by it hereunder, or otherwise in connection
                  with its participation in this Agreement and any liability
                  (including penalties, interest and expenses) arising therefrom
                  or with respect thereto. Payments due under this
                  indemnification shall be made within 30 days of the date the
                  Administrative Agent, such LC Issuer or such Lender makes
                  demand therefor pursuant to Section 3.6.

         (iv)     Each Lender that is not incorporated under the laws of the
                  United States of America or a state thereof (each a "Non-U.S.
                  Lender") agrees that it will, not more than ten Business Days
                  after the date on which it becomes a party to this Agreement
                  (but in any event before a payment is due to it hereunder),
                  (i) deliver to each of the Borrower and the Administrative
                  Agent two duly completed copies of United States Internal
                  Revenue Service Form W-8BEN or W-8ECI, certifying in either
                  case that such Lender is entitled to receive payments under
                  this Agreement without deduction or withholding of any United
                  States federal income taxes, or (ii) in the case of a Non-U.S.
                  Lender that is fiscally transparent, deliver to the
                  Administrative Agent a United States Internal Revenue Form
                  W-8IMY together with the applicable accompanying forms, W-8 or
                  W-9, as the case may be, and certify that it is entitled to an
                  exemption from United States backup withholding tax. Each
                  Non-U.S. Lender further undertakes to deliver to each of the
                  Borrower and the Administrative Agent (x) renewals or
                  additional copies of such form (or any successor form) on or
                  before the date that such form expires or becomes obsolete,
                  and (y) after the occurrence of any event requiring a change
                  in the most recent forms so delivered by it, such additional
                  forms or amendments thereto as may be reasonably requested by
                  the Borrower or the Administrative Agent. All forms or
                  amendments described in the preceding sentence shall certify
                  that such Lender is entitled to receive payments under this
                  Agreement without deduction or withholding of any United
                  States federal income taxes, unless an event (including
                  without limitation any change in treaty, law or regulation)
                  has occurred prior to the date on which any such delivery
                  would otherwise be required which renders all such forms
                  inapplicable or which would prevent such Lender from duly
                  completing and delivering any such form or amendment with
                  respect to it and such Lender advises the Borrower and the
                  Administrative Agent that it is not capable of receiving
                  payments without any deduction or withholding of United States
                  federal income tax.

                                       49
<PAGE>

         (v)      For any period during which a Non-U.S. Lender has failed to
                  provide the Borrower with an appropriate form pursuant to
                  clause (iv) above (unless such failure is due to a change in
                  treaty, law or regulation, or any change in the interpretation
                  or administration thereof by any governmental authority,
                  occurring subsequent to the date on which a form originally
                  was required to be provided), such Non-U.S. Lender shall not
                  be entitled to indemnification under this Section 3.5 with
                  respect to Taxes imposed by the United States; provided that,
                  should a Non-U.S. Lender which is otherwise exempt from or
                  subject to a reduced rate of withholding tax become subject to
                  Taxes because of its failure to deliver a form required under
                  clause (iv) above, the Borrower shall take such steps as such
                  Non-U.S. Lender shall reasonably request to assist such
                  Non-U.S. Lender to recover such Taxes.

         (vi)     Any Lender that is entitled to an exemption from or reduction
                  of withholding tax with respect to payments under this
                  Agreement or any Note pursuant to the law of any relevant
                  jurisdiction or any treaty shall deliver to the Borrower (with
                  a copy to the Administrative Agent), at the time or times
                  prescribed by applicable law, such properly completed and
                  executed documentation prescribed by applicable law as will
                  permit such payments to be made without withholding or at a
                  reduced rate.

         (vii)    If the U.S. Internal Revenue Service or any other governmental
                  authority of the United States or any other country or any
                  political subdivision thereof asserts a claim that the
                  Administrative Agent did not properly withhold tax from
                  amounts paid to or for the account of any Lender (because the
                  appropriate form was not delivered or properly completed,
                  because such Lender failed to notify the Administrative Agent
                  of a change in circumstances which rendered its exemption from
                  withholding ineffective, or for any other reason), such Lender
                  shall indemnify the Administrative Agent fully for all amounts
                  paid, directly or indirectly, by the Administrative Agent as
                  tax, withholding therefor, or otherwise, including penalties
                  and interest, and including taxes imposed by any jurisdiction
                  on amounts payable to the Administrative Agent under this
                  subsection, together with all costs and expenses related
                  thereto (including attorneys fees and time charges of
                  attorneys for the Administrative Agent, which attorneys may be
                  employees of the Administrative Agent). The obligations of the
                  Lenders under this Section 3.5(vii) shall survive the payment
                  of the Obligations and termination of this Agreement.

         3.6. Lender Statements; Survival of Indemnity. Each Lender shall
deliver a written statement of such Lender to the Borrower (with a copy to the
Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4
or 3.5. Such written statement shall set forth in reasonable detail the
calculations upon which such Lender determined such amount and shall be final,
conclusive and binding on the Borrower in the absence of manifest error.
Determination of amounts payable under such Sections in connection with a
Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar
Loan through the purchase of a deposit of the type, currency and maturity
corresponding to the deposit used as a reference in determining the Eurodollar
Rate applicable to such Loan, whether in fact that is the case or not.

                                       50
<PAGE>

Notwithstanding any other term or condition contained herein or elsewhere in the
Loan Documents, a Lender claiming compensation under Section 3.1, 3.2, 3.4 or
3.5 shall only be entitled to compensation under this Article III (i) from and
after the date of such notice until the events giving rise to such claim have
ceased to exist, and (ii) during the ninety (90) day period preceding the date
the Borrower receives notice from the Administrative Agent or such Lender
setting forth the described claim for compensation. Unless otherwise provided
herein, the amount specified in the written statement of any Lender shall be
payable on demand after receipt by the Borrower of such written statement. The
obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive
payment of the Obligations and termination of this Agreement.

         3.7. Alternative Lending Installation. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurodollar Loans to reduce any liability of the Borrower to such
Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of
Eurodollar Advances under Section 3.3, so long as such designation is not, in
the judgment of such Lender, reasonably disadvantageous to such Lender. A
Lender's designation of an alternative Lending Installation shall not affect the
Borrower's rights under Section 2.19 to replace a Lender.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

         4.1. Initial Credit Extension. The Lenders shall not be required to
make the initial Credit Extension hereunder, which initial Credit Extension
shall occur no later than the Closing Date, unless the following conditions
precedent have been satisfied and, if applicable, the Borrower has furnished to
the Administrative Agent with sufficient copies for the Lenders:

                  4.1.1 Copies of the articles or certificate of incorporation
         (or the equivalent thereof) of each initial Credit Party, in each case,
         together with all amendments thereto, and a certificate of good
         standing, each certified by the appropriate governmental officer in its
         jurisdiction of organization, as well as any other information required
         by Section 326 of the USA Patriot Act, 31 U.S.C. Section 5318 or
         otherwise necessary for the Administrative Agent or any Lender to
         verify the identity of such Credit Party as required by Section 326 of
         the USA Patriot Act, 31 U.S.C. Section 5318.

                  4.1.2 Copies, certified by the Secretary or Assistant
         Secretary (or the equivalent thereof) of each initial Credit Party, in
         each case, of its by-laws and of its Board of Directors' resolutions
         and of resolutions or actions of any other body authorizing the
         execution of the Loan Documents and Tapco Acquisition Documents to
         which such Credit Party is a party and certified copies of the Tapco
         Acquisition Documents.

                  4.1.3 An incumbency certificate, executed by the Secretary or
         Assistant Secretary (or the equivalent thereof) of each initial Credit
         Party, in each case, which shall identify by name and title and bear
         the signatures of the Authorized Officers and any other officers of
         such Credit Party authorized to sign the Loan Documents to which such
         Credit Party is party, upon which certificate the Administrative Agent
         and the Lenders shall be entitled to rely until informed of any change
         in writing by such Credit Party.

                                       51
<PAGE>

                  4.1.4 A certificate signed by the chief financial officer of
         the Borrower, stating that on the initial Credit Extension Date (a) no
         Default or Unmatured Default has occurred and is continuing, (b) all of
         the representations and warranties in Article V shall be true and
         correct in all material respects as of such date and (c) (i) no
         Material Adverse Change has occurred since September 30, 2003 and (ii)
         no material adverse change in the business, condition (financial or
         otherwise), operations, performance and properties of Tapco Holdings,
         Inc. and its Subsidiaries, taken as a whole, has occurred since October
         31, 2003.

                  4.1.5 A written opinion of the initial Credit Parties'
         counsel, in form and substance satisfactory to the Administrative Agent
         and addressed to the Lenders, in substantially the form of Exhibit A.

                  4.1.6 Any Notes requested by a Lender pursuant to Section 2.13
         payable to the order of each such requesting Lender.

                  4.1.7 Written money transfer instructions, in substantially
         the form of Exhibit D, addressed to the Administrative Agent and signed
         by an Authorized Officer, together with such other related money
         transfer authorizations as the Administrative Agent may have reasonably
         requested.

                  4.1.8 Intentionally Omitted.

                  4.1.9 The Administrative Agent shall have received the audited
         consolidated financial statements of the Borrower and its Subsidiaries
         for the Borrower's fiscal year ended September 30, 2003, audited
         consolidated financial statements of Tapco Holdings, Inc. and its
         Subsidiaries for the fiscal year ended October 31, 2003 and interim
         financial statements of the Borrower and Tapco Holdings, Inc. dated the
         end of the most recent fiscal quarter for which financial statements
         are available (or, in the event the Lenders' due diligence review
         reveals material changes since such financial statements, as of a later
         date within 45 days of the initial Credit Extension).

                  4.1.10 The Administrative Agent and the Lenders shall have
         received pro forma opening consolidated financial statements ("Pro
         Forma Opening Statements") giving effect to the Tapco Acquisition and
         financial statement projections ("Projections") of balance sheets,
         income statements and cash flow statements on a quarterly basis for the
         first year following the day of the initial Credit Extension and on an
         annual basis for each year thereafter until the fiscal year 2011,
         together with such information as the Administrative Agent and the
         Lenders may reasonably request to confirm the tax, legal, and business
         assumptions made in such Pro Forma Opening Statements and Projections,
         such Pro Forma Opening Statements and Projections demonstrating, in the
         reasonable judgment of the Administrative Agent and the Lenders,
         together with all other information then available to the
         Administrative Agent and the Lenders, that the Borrower and its
         Subsidiaries have the ability to repay their debts and satisfy the
         respective other obligations as and when due and to comply with
         Sections 6.21 through 6.25.

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<PAGE>

                  4.1.11 The Administrative Agent and the Lenders shall have
         received a certificate from the Chief Financial Officer of the Borrower
         and each Guarantor certifying that the Borrower and each Guarantor, as
         the case may be, is Solvent and will be Solvent subsequent to incurring
         the Indebtedness hereunder (including the Credit Extensions), will be
         able to pay its debts and liabilities as they become due and will not
         be left with unreasonably small capital with which to engage in its
         businesses.

                  4.1.12 The Administrative Agent shall have received evidence
         reasonably satisfactory to the Administrative Agent of (i) the
         consummation of the Tapco Acquisition concurrently with the initial
         Credit Extension strictly in accordance with the terms of the Tapco
         Acquisition Agreement, without any waiver or amendment not consented to
         by the Lenders of any term, provision or condition set forth therein
         and in compliance with all applicable laws and (ii) the payment of all
         principal, interest, fees and premiums, if any, on all (x) Indebtedness
         under the Existing Credit Agreement and (y) Indebtedness of Tapco, and,
         in each case, the agreement to release all Liens and the termination of
         the applicable agreements relating thereto, all taking effect
         concurrently with the effectiveness of this Agreement; provided,
         however, that any Existing Letters of Credit incorporated into and
         governed by the terms of this Agreement shall not be required to be
         terminated in connection with the termination of the Existing Credit
         Agreement and the agreements, documents, and instruments related
         thereto.

                  4.1.13 Such other documents as the Administrative Agent or its
         counsel may have reasonably requested, including, without limitation,
         those documents set forth in Exhibit G hereto.

                  4.1.14 The Lenders shall have completed a legal,
         environmental, tax, accounting and confirmatory business due diligence
         investigation of the Credit Parties and their respective Subsidiaries
         in scope, and with results, satisfactory to the Lenders.

                  4.1.15 The Lenders shall have received true and complete
         copies of the consolidated audited balance sheets of Tapco Holdings,
         Inc. and its Subsidiaries as of October 31, 2001, 2002 and 2003 and the
         related audited consolidated statements of income and members' equity
         and cash flow for the fiscal years ended October 31, 2001, 2002 and
         2003 including the audit reports and notes thereto, in each case
         prepared in accordance with GAAP consistently applied throughout the
         periods covered thereby. Such financial statements shall fairly reflect
         in all material respects the financial position of Tapco Holdings, Inc.
         and the Subsidiaries on a consolidated basis as of the respective dates
         thereof and the results of operations and changes in members' equity
         and cash flow for the periods then ended.

                  4.1.16 The Lenders shall be satisfied with the corporate and
         legal structure and capitalization of each Credit Party and each of its
         Subsidiaries, including the terms and conditions of the charter, bylaws
         and each class of Equity Interest in each Credit Party and each
         Subsidiary and of each agreement or instrument relating to such
         structure or capitalization.

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                  4.1.17 (a) The Lenders shall be satisfied with the terms and
         conditions of the Second Lien Financing and the documentation with
         respect thereto and the Borrower shall have received at least $150
         million in gross cash proceeds from the incurrence of the Second Lien
         Financing, and all such proceeds shall have been used or shall be used
         simultaneously with the initial Credit Extension by the Borrower to
         fund the Transaction and (b) the full amount of the Revolving Credit
         Commitments (minus any amount attributable to the Existing Letters of
         Credit) shall be available to be drawn under the Revolving Credit
         Facility after giving effect to all drawings on the Closing Date.

                  4.1.18 The Lead Arrangers shall be satisfied with the
         Borrower's arrangements to retain and compensate key employees of Tapco
         Holdings, Inc. and its Subsidiaries.

                  4.1.19 The Lenders shall be satisfied, and shall have received
         a certificate from the Chief Financial Officer of the Borrower
         certifying (based on stated assumptions as to the EBITDA of Tapco and
         its Subsidiaries), that (a) Consolidated EBITDA for the 12-month period
         ending as of the most recently ended fiscal quarter on a pro forma
         basis after giving effect to the Transaction, is no less than $190
         million and (b) the Total Leverage Ratio (on a pro forma basis after
         giving effect to the Transaction) for such 12-month period, is no
         greater than 5.10:1.00.

                  4.1.20 The Borrower shall have paid all accrued fees of the
         Administrative Agent, the Lead Arrangers and the Lenders (including the
         fees and expenses of counsel for the Lead Arrangers and local counsel
         for the Lenders).

                  4.1.21 The credit facilities contemplated by the terms of this
         Agreement shall have received debt ratings from Moody's Investor
         Services, Inc. and Standard & Poor's Ratings Services, a division of
         the McGraw Hill Companies, Inc.

         4.2. Each Credit Extension. The Lenders shall not (except as otherwise
set forth in Section 2.4.4 with respect to Revolving Loans extended for the
purpose of repaying Swing Line Loans) be required to make any Credit Extension
unless on the applicable Credit Extension Date:

                  4.2.1 There exists no Default or Unmatured Default and no
         Default or Unmatured Default would result from such Credit Extension or
         issuance or renewal of from the application of proceeds therefrom.

                  4.2.2 The representations and warranties contained in Article
         V are true and correct in all material respects as of such Credit
         Extension Date before and after giving effect to such Credit Extension
         or issuance or renewal and to the application of proceeds therefrom
         except to the extent any such representation or warranty is stated to
         relate solely to an earlier date, in which case such representation or
         warranty shall have been true and correct on and as of such earlier
         date.

         Each Borrowing Notice or Swing Line Borrowing Notice, as the case may
be, or request for issuance of a Facility LC, with respect to each such Credit
Extension shall constitute a representation and warranty by the Borrower that
the conditions contained in Sections 4.2.1 and 4.2.2 have been satisfied. The
Administrative Agent may require a duly completed compliance certificate in
substantially the form of Exhibit B as a condition to making a Credit Extension.

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<PAGE>

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to each Lender and the
Administrative Agent as of each of (i) the Closing Date, (ii) the date of the
initial Credit Extension hereunder (if different from the Closing Date) and
(iii) each date as required by Section 4.2:

         5.1. Existence and Standing. Each of the Borrower and its Subsidiaries
is a corporation, partnership (in the case of Subsidiaries only) or limited
liability company (in the case of Subsidiaries only) duly and properly
incorporated or organized, as the case may be, validly existing and (to the
extent such concept applies to such entity) in good standing under the laws of
its jurisdiction of incorporation or organization and has all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted, except where the failure to do so could reasonably be expected to
result in a Material Adverse Change.

         5.2. Authorization and Validity. The Borrower has the power and
authority and legal right to execute and deliver the Transaction Documents to
which it is a party and to perform its obligations thereunder. The execution and
delivery by the Borrower of the Transaction Documents to which it is a party and
the performance of its obligations thereunder have been duly authorized by
proper proceedings, and the Transaction Documents to which the Borrower is a
party constitute legal, valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with their terms, except as
enforceability may be limited by (i) bankruptcy, insolvency, fraudulent
conveyances, reorganization or similar laws relating to or affecting the
enforcement of creditors' rights generally; (ii) general equitable principles
(whether considered in a proceeding in equity or at law); and (iii) requirements
of reasonableness, good faith and fair dealing.

         5.3. No Conflict; Government Consent. Neither the execution and
delivery by the Borrower or its Subsidiaries, as applicable, of the Loan
Documents to which such Person is a party, nor the consummation of the
transactions therein contemplated, nor compliance with the provisions thereof,
nor the consummation of the Tapco Acquisition or the Refinancing will violate
(i) any law, rule, regulation, order, writ, judgment, injunction, decree or
award binding on the Borrower or any of its Subsidiaries or (ii) the Borrower's
or any Subsidiary's articles or certificate of incorporation, partnership
agreement, certificate of partnership, articles or certificate of organization,
by-laws, or operating agreement or other management agreement, as the case may
be, or (iii) the provisions of any indenture, instrument or agreement to which
the Borrower or any of its Subsidiaries is a party or is subject, or by which
it, or its Property, is bound, or conflict with, or constitute a default
thereunder, or result in, or require, the creation or imposition of any Lien in,
of or on the Property of the Borrower or a Subsidiary pursuant to the terms of,
any such indenture, instrument or agreement, except as in the aggregate could
not be reasonably likely to result in a Material Adverse Change. No order,
consent, adjudication, approval, license, authorization, or validation of, or
filing, recording or registration with, or exemption by, or other action in
respect of any governmental or public body or authority, or any subdivision
thereof, which has not been obtained by the Borrower or any of its Subsidiaries,
is required to be obtained by the Borrower or any of its Subsidiaries in

                                       55
<PAGE>

connection with the execution and delivery of the Loan Documents, the borrowings
under this Agreement, the payment and performance by the Borrower of the
Obligations or the legality, validity, binding effect or enforceability of any
of the Loan Documents, or the consummation of the Tapco Acquisition or the
Refinancing except as in the aggregate cannot reasonably be expected to result
in a Material Adverse Change.

         5.4. Financial Statements. (a) The September 30, 2003 audited
consolidated financial statements of the Borrower and its Subsidiaries and the
October 31, 2003 audited consolidated financial statements of Tapco Holdings,
Inc. and its Subsidiaries heretofore delivered to the Administrative Agent and
the Lenders were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were prepared and fairly
present, in all material respects, the consolidated financial condition and
operations of the Borrower and its Subsidiaries and Tapco Holdings, Inc. and its
Subsidiaries, respectively, at such date and the consolidated results of their
operations for the period then ended. The June 30, 2004 unaudited consolidated
financial statements of the Borrower and its Subsidiaries and Tapco Holdings,
Inc. and its Subsidiaries, respectively, heretofore delivered to the
Administrative Agent and the Lenders, were prepared in accordance with generally
accepted accounting principles in effect on the date such statements were
prepared and fairly present, subject to year-end audit adjustments, in all
material respects, the consolidated financial condition and operations of the
Borrower and its Subsidiaries as at such date and the consolidated results of
their operations for the period then ended.

                  (b) The consolidated pro forma balance sheet of the Borrower
and its Subsidiaries as at June 30, 2004 and the related Consolidated pro forma
statements of income and cash flows of the Borrower for the twelve months then
ended, certified by the chief financial officer of the Borrower, copies of which
have been furnished to each Lender Party, fairly present, subject to year-end
audit adjustments, in all material respects the consolidated pro forma financial
condition of the Borrower and its Subsidiaries as at such date and the
Consolidated pro forma results of operations of the Borrower and its
Subsidiaries for the period ended on such date, in each case giving effect to
the Tapco Acquisition, all in accordance with generally accepted accounting
principles.

         5.5. Material Adverse Change. Since September 30, 2003, there has been
no Material Adverse Change and since October 31, 2003, there has been no
material adverse change in the business, condition (financial or otherwise),
operations, performance and properties of Tapco Holdings, Inc. and its
Subsidiaries, taken as a whole.

         5.6. Taxes. The Borrower and its Subsidiaries have filed all United
States federal tax returns, Utah state tax returns and, to the Borrower's best
knowledge after due inquiry, all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Borrower or any of its Subsidiaries, except in
respect of such taxes, if any, as are being contested in good faith and as to
which adequate reserves have been provided in accordance with Agreement
Accounting Principles and as to which no Lien exists (except as permitted by
Section 6.15.1), except as could not be reasonably expected to result in a
Material Adverse Change. No Liens have been filed and no claims are being
asserted with respect to such taxes. The charges, accruals and reserves on the
books of the Borrower and its Subsidiaries in respect of any taxes or other
governmental charges are adequate under Agreement Accounting Principles.

                                       56
<PAGE>

         5.7. Litigation and Contingent Obligations. There is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of their officers, threatened against or affecting the
Borrower or any of its Subsidiaries which could reasonably be expected to result
in a Material Adverse Change or affecting Tapco Holdings, Inc. and its
Subsidiaries which could reasonably be expected to have a material adverse
effect on the business, condition (financial or otherwise), operations,
performance or properties of Tapco Holdings, Inc. and its subsidiaries taken as
a whole, or which seeks to prevent, enjoin or delay the making of any Credit
Extensions. Other than liabilities incident to any litigation, arbitration or
proceeding which could not reasonably be expected to be in an aggregate amount
in excess of $1,000,000 or as disclosed in Schedule 5.7, the Borrower has no
material contingent obligations not provided for or disclosed in the financial
statements referred to in Section 5.4.

         5.8. Subsidiaries. Schedule 5.8 contains an accurate list of all
Subsidiaries of the Borrower as of the date of this Agreement, setting forth
their respective jurisdictions of organization and the percentage of their
respective capital stock or other ownership interests owned by the Borrower or
other Subsidiaries. All of the issued and outstanding shares of capital stock or
other ownership interests of such Subsidiaries have been (to the extent such
concepts are relevant with respect to such ownership interests) duly authorized
and issued and are fully paid and non-assessable and are owned by such Credit
Party or one or more of its Subsidiaries free and clear of all Liens, except
those created under the Collateral Documents and the second priority liens
created under the Second Lien Collateral Documents.

         5.9. ERISA. The Unfunded Liabilities of all Single Employer Plans do
not in the aggregate exceed $1,000,000. Neither the Borrower nor any other
member of the Controlled Group has incurred, or is reasonably expected to incur,
pursuant to Section 4201 of ERISA, any withdrawal liability to Multiemployer
Plans an amount that would result in a Material Adverse Change. Each Plan
complies in all material respects with all applicable requirements of law and
regulations. No Reportable Event has occurred with respect to any Plan. Neither
the Borrower nor any other member of the Controlled Group has withdrawn from any
Multiemployer Plan or Multiple Employer Plan within the meaning of Title IV of
ERISA or initiated steps to do so, and no steps have been taken to reorganize or
terminate, within the meaning of Title IV of ERISA, any Multiemployer Plan. No
steps have been taken to initiate the termination of any Plan, and the PBGC has
not given notice that it intends to terminate any Plan.

         5.10. Accuracy of Information. (a) No Loan Document or written
statement furnished by the Borrower or any of its Subsidiaries to the
Administrative Agent or to any Lender in connection with the negotiation of, or
compliance with, the Loan Documents contained any material misstatement of fact
or omitted to state a material fact or any fact necessary to make the statements
contained therein not misleading.

                  (b) The consolidated forecasted financial statements of the
Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 6.1.7
were prepared in good faith on the basis of the assumptions stated therein,
which assumptions were fair in light of the conditions existing at the time of
delivery of such forecasts, and represented, at the time of delivery, the
Borrower's reasonable estimate of its future financial performance.

                                       57
<PAGE>

         5.11. Regulation U. Neither the Borrower nor any of its Subsidiaries is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose, whether immediate, incidental or ultimate of
buying or carrying margin stock (as defined in Regulation U), and after applying
the proceeds of each Credit Extension, margin stock (as defined in Regulation U)
constitutes less than 25% of the value of those assets of the Borrower and its
Subsidiaries which are subject to any limitation on sale, pledge, or any other
restriction hereunder.

         5.12. Material Agreements. Neither the Borrower nor any Subsidiary is a
party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to result in a Material
Adverse Change. Neither the Borrower nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any (i) agreement or instrument to which it is a party,
which default could reasonably be expected to result in a Material Adverse
Change or (ii) any agreement or instrument evidencing or governing Indebtedness.

         5.13. Compliance with Laws. The Borrower and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property, except as cannot
reasonably be expected to result in a Material Adverse Change.

         5.14. Ownership of Properties. (a)(i) Set forth on Schedule 5.14(a)(i)
hereto is a complete and accurate list of all Owned Real Property as of the date
hereof, showing as of the date hereof the street address, county or other
relevant jurisdiction, state, record owner and book and book value thereof; (ii)
set forth on Schedule 5.14(a)(ii) hereto is a complete and accurate list of all
Real Property Leases as of the date hereof, showing the street address or other
information sufficient to identify the location of the affected real property,
state, lessor, lessee, expiration date and annual rental cost thereof; and (iii)
set forth on Schedule 5.14(a)(iii) hereto is a complete and accurate list of all
Tenant Leases as of the date hereof, showing the street address or other
information sufficient to identify the location of the affected real property,
state, lessor, lessee, expiration date and annual rental cost thereof.

                  (b) (i) The Borrower and its Subsidiaries have good,
marketable and insurable fee simple title to, or a valid leasehold interest in,
to all of the Owned Real Property listed on Schedule 5.14(a)(i) hereto and all
of the Leased Real Property listed on Schedule 5.14(a)(ii) hereto, free and
clear of all Liens, other than Liens created or permitted by the Loan Documents,
including, without limitation, such items that will constitute Permitted
Encumbrances and Liens set forth on Schedule 6.15, (ii) each Real Property Lease
and Real Property Sublease is the legal, valid and binding obligation of the
Borrower or its applicable Subsidiary party thereto, enforceable in accordance
with its terms against the Borrower or Subsidiary and (iii) the Real Property
Collateral set forth on Schedule 5.14(b)(iii) hereto comprises all of the Owned
Real Properties as of the date hereof required to be subject to a Mortgage
pursuant to the Existing Credit Agreement, or acquired subsequent to the date
thereof (after giving effect to the Acquisition), other than the property
located at 32906-32808 Riverwood St, Magnolia, Texas 77354 and any properties
acquired in connection with the Tapco Acquisition with a net book value of less
than $200,000.

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<PAGE>

         5.15. Plan Assets; Prohibited Transactions. The Borrower is not an
entity deemed to hold "plan assets" within the meaning of 29 C.F.R. ss.
2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA)
which is subject to Title I of ERISA or any plan (within the meaning of Section
4975 of the Code), and neither the execution of this Agreement nor the making of
Loans hereunder gives rise to a prohibited transaction within the meaning of
Section 406 of ERISA or Section 4975 of the Code.

         5.16. Environmental Matters. In the ordinary course of its business,
the officers of the Borrower consider the effect of Environmental Laws on the
business of the Borrower and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Borrower
due to Environmental Laws. On the basis of this consideration, the Borrower has
concluded that Environmental Laws are not reasonably expected to result in a
Material Adverse Change. Neither the Borrower nor any Subsidiary has received
any notice to the effect that its operations are not in material compliance with
any of the requirements of applicable Environmental Laws or are the subject of
any federal or state investigation evaluating whether any remedial action is
needed to respond to a release of any toxic or hazardous waste or substance into
the environment, which non-compliance or remedial action could reasonably be
expected to result in a Material Adverse Change.

         5.17. Investment Company Act. Neither the Borrower nor any Subsidiary
is an "investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.

         5.18. Public Utility Holding Company Act. The Borrower is not a
"holding company" as such term is defined in the Public Utility Holding Company
Act of 1935, as amended.

         5.19. Insurance. The Borrower maintains, and has caused each Subsidiary
to maintain, with financially sound and reputable insurance companies insurance
on all their Property in such amounts, subject to such deductibles and
self-insurance retentions and covering such properties and risks as is
consistent with sound business practice.

         5.20. No Default or Unmatured Default. No Default or Unmatured Default
has occurred and is continuing.

         5.21. SDN List Designation. Neither the Borrower nor any of its
Subsidiaries or Affiliates is a country, individual or entity named on the
Specifically Designated National and Blocked Persons (SDN) list issued by the
Office of Foreign Asset Control of the Department of the Treasury of the United
States of America.

         5.22. Solvency. Each Credit Party is, individually and together with
its Subsidiaries, Solvent.

         5.23. Senior Indebtedness. The Obligations of the Borrower under the
Loan Documents constitute "Senior Indebtedness" and "Designated Senior
Indebtedness" (each as defined in the Convertible Notes Indenture) for all
purposes under the Convertible Notes Indenture.

                                       59
<PAGE>

                                   ARTICLE VI
                                    COVENANTS

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

         6.1. Financial Reporting. The Borrower will maintain, for itself and
each Subsidiary, a system of accounting established and administered in
accordance with generally accepted accounting principles, and furnish to the
Lenders:

                  6.1.1 Upon the earlier to occur of (i) the date required by
         law or regulation for the following to be filed with a government body
         and (ii) the date that is 90 days after the close of each of its fiscal
         years, financial statements prepared in accordance with generally
         accepted accounting principles as in effect in the United States from
         time to time on a consolidated basis for itself and its Subsidiaries,
         including balance sheets as of the end of such period, statements of
         income and statements of cash flows, accompanied by (a) an audit
         report, unqualified as to scope, of a nationally recognized firm of
         independent public accountants or other independent public accountants
         reasonably acceptable to the Required Lenders; (b) any management
         letter prepared by said accountants and (c) a certificate of said
         accountants that, in the course of their examination necessary for
         their certification of the foregoing, they have obtained no knowledge
         of any Default or Unmatured Default under Sections 6.21, 6.22 or 6.23,
         or if, in the opinion of such accountants, any such Default or
         Unmatured Default shall exist, stating the nature and status thereof.

                  6.1.2 Upon the earlier to occur of (i) the date required by
         law or regulation for the following to be filed with a government body
         and (ii) the date that is 45 days after the close of the first three
         quarterly periods of each of its fiscal years, for itself and its
         Subsidiaries, consolidated unaudited balance sheets as at the close of
         each such period, consolidated statements of income, and a consolidated
         statement of cash flows for the period from the beginning of such
         fiscal year to the end of such quarter, all certified as to fairness of
         presentation, compliance with generally accepted accounting principles
         as in effect in the United States from time to time and consistency by
         its chief financial officer or treasurer.

                  6.1.3 Together with the financial statements required under
         Sections 6.1.1 and 6.1.2, a compliance certificate in substantially the
         form of Exhibit B signed by its chief financial officer or treasurer
         showing the calculations necessary to determine compliance with this
         Agreement, an officer's certificate in substantially the form of
         Exhibit F stating that no Default or Unmatured Default exists, or if
         any Default or Unmatured Default exists, stating the nature and status
         thereof, and a certificate executed and delivered by the chief
         executive officer or chief financial officer stating that the Borrower
         and each of its principal officers are in compliance with all
         requirements of Section 302 and Section 906 of the Sarbanes-Oxley Act
         of 2002 and all rules and regulations related thereto.

                                       60
<PAGE>

                  6.1.4 Within 270 days after the close of each fiscal year of
         the Borrower, a copy of the actuarial report showing the Unfunded
         Liabilities of each Single Employer Plan as of the valuation date
         occurring in such fiscal year, certified by an actuary enrolled under
         ERISA, if applicable.

                  6.1.5 As soon as possible and in any event within 10 days
         after the Borrower knows that any Reportable Event has occurred with
         respect to any Plan, a statement, signed by the chief financial officer
         or treasurer of the Borrower, describing said Reportable Event and the
         action which the Borrower or any member of the Controlled Group
         proposes to take with respect thereto.

                  6.1.6 As soon as possible and in any event within 10 days
         after receipt by the Borrower, a copy of (a) any notice or claim to the
         effect that the Borrower or any of its Subsidiaries is or may be liable
         to any Person as a result of the release by the Borrower, any of its
         Subsidiaries, or any other Person of any toxic or hazardous waste or
         substance into the environment, and (b) any notice alleging any
         violation of any federal, state or local environmental, health or
         safety law or regulation by the Borrower or any of its Subsidiaries,
         which, in either case, could reasonably be expected to result in a
         Material Adverse Change.

                  6.1.7 As soon as practicable, and in any event within 45 days
         after the beginning of each fiscal year of the Borrower, a copy of the
         plan and forecast (including a projected consolidated balance sheet,
         income statement and cash flow statement) of the Borrower for such
         fiscal year.

                  6.1.8 As soon as possible, and in any event within 15 days
         after the occurrence thereof, a reasonably detailed notification to the
         Administrative Agent and its counsel of any change in the jurisdiction
         of organization of the Borrower or any Guarantor.

                  6.1.9 (a) By no later than such date as the Administrative
         Agent may from time to time specify, such valuations and appraisals
         (all costs and expenses with respect to which shall be for the account
         of the Borrower) as the Administrative Agent may require with respect
         to the value of the Real Property Collateral; provided that, so long as
         no Default has occurred and is continuing, no such valuations and
         appraisals shall be required more than once with respect to any
         individual Owned Real Property and (b) As soon as available and in any
         event within 30 days after the end of each fiscal year of the Borrower,
         a report supplementing Schedules 5.14(a)(i), 5.14(a)(ii), 5.14(a)(iii),
         5.14(b)(iii) and 5.14(b)(iv) hereto, including an identification of all
         Real Property disposed of by any Credit Party during such fiscal year
         in accordance with the terms of this Agreement, a list and description
         (including the street address, country or other relevant jurisdiction,
         state, record owner, book value thereof and, in the case of leases or
         property, lessor, lessee, expiration date and annual rental cost
         hereof) of all Real Property acquired or for which leases were entered
         into during such fiscal year and, as to all such Schedules, a
         description of such other changes in the information included in such
         Schedule as may be necessary for such Schedule to be accurate and
         complete.

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<PAGE>

                  6.1.10 Promptly after the commencement thereof, notice of all
         actions, suits, investigations, litigation and proceedings before any
         Governmental Authority affecting any Credit Party or any of its
         Subsidiaries of the type described in Section 5.7.

                  6.1.11 Promptly after the sending or filing thereof, copies of
         all proxy statements, financial statements and reports that any Credit
         Party or any of its Subsidiaries sends to its stockholders, and copies
         of all regular, periodic and special reports, and all registration
         statements, that any Credit Party or any of its Subsidiaries files with
         the Securities and Exchange Commission or any governmental authority
         that may be substituted therefor, or with any national securities
         exchange.

                  6.1.12 As soon as available and in any event within 30 days
         after the end of each fiscal year, a report summarizing the insurance
         coverage (specifying type, amount and carrier) in effect for each
         Credit Party and its Subsidiaries and containing such additional
         information as any Agent, or any Lender through the Administrative
         Agent, may reasonably specify.

                  6.1.13 Such other information (including non-financial
         information) as the Administrative Agent or any Lender may from time to
         time reasonably request.

         If any information which is required to be furnished to the Lenders
under this Section 6.1 is required by law or regulation to be filed by the
Borrower with a government body on an earlier date, then the information
required hereunder shall be furnished to the Lenders at such earlier date.

         6.2. Use of Proceeds. The Borrower will, and will cause each Subsidiary
to, use the (i) proceeds of the Term B Loans solely for the Refinancing,
repaying the Indebtedness of Tapco and to finance the Tapco Acquisition, in each
case, including payment of the costs, fees and expenses incurred by the Borrower
and its Subsidiaries in connection therewith and (ii) the proceeds of the
Revolving Loans for general corporate purposes, including, without limitation,
for working capital and Permitted Acquisitions. The Borrower shall use the
proceeds of Credit Extensions in compliance with all applicable legal and
regulatory requirements and any such use shall not result in a violation of any
such requirements, including, without limitation, Regulation U and X, the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, and the regulations promulgated thereunder.

         6.3. Notice of Default. Within three (3) Business Days after an
Authorized Officer becomes aware thereof, the Borrower will, and will cause each
Subsidiary to, give notice in writing to the Lenders of the occurrence (i) of
any Default or Unmatured Default and (ii) of any other development, financial or
otherwise, which (solely with respect to this clause (ii)) could reasonably be
expected to result in a Material Adverse Change.

         6.4. Conduct of Business. Except as a result of Acquisitions permitted
under Section 6.13, the Borrower will, and will cause each Subsidiary to, carry
on and conduct its business in substantially the same manner and in
substantially the same fields of enterprise as it is presently conducted and do
all things necessary to remain duly incorporated or organized, validly existing

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and (to the extent such concept applies to such entity) in good standing as a
domestic corporation, partnership or limited liability company in its
jurisdiction of incorporation or organization, as the case may be, as in effect
on the Closing Date, and maintain all requisite authority to conduct its
business in each jurisdiction in which its business is conducted.

         6.5. Taxes. The Borrower will, and will cause each Subsidiary to,
timely file complete and correct United States federal and applicable foreign,
state and local tax returns required by law and pay when due all taxes,
assessments and governmental charges and levies upon it or its income, profits
or Property, except those which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been set aside in
accordance with Agreement Accounting Principles; provided, however, that it
shall not be a Default or Unmatured Default under this Section 6.5 if all such
failures in the aggregate do not result in a Material Adverse Change.

         6.6. Insurance. The Borrower will, and will cause each Subsidiary to,
maintain with financially sound and reputable insurance companies insurance on
all their Property in such amounts, subject to such deductibles and
self-insurance retentions, and covering such risks as is consistent with sound
business practice, and the Borrower will furnish to any Lender upon request full
information as to the insurance carried. The Borrower shall deliver to the
Collateral Agent endorsements in form and substance reasonably acceptable to the
Collateral Agent (x) to all "All Risk" physical damage insurance policies on all
of the Borrower's and its Subsidiaries' tangible real and personal property and
assets and business interruption insurance policies naming the Collateral Agent
as loss payee and (y) to all general liability and other liability policies
naming the Collateral Agent as an additional insured. Each such policy shall in
addition (i) contain the agreement by the insurer that any loss thereunder that
exceeds $500,000 shall be payable to the Collateral Agent notwithstanding any
action, inaction or breach of representation or warranty by such Grantor, (ii)
provide that there shall be no recourse against the Collateral Agent for payment
of premiums or other amounts with respect thereto and (iii) provide that at
least 10 days prior written notice of cancellation or of lapse shall be given to
the Collateral Agent by the insurer. Reimbursement under any liability insurance
maintained by any Grantor pursuant to this Section 6.6 may be paid directly to
the Person who shall have incurred liability covered by such insurance. In the
event the Borrower or any of its Subsidiaries at any time or times hereafter
shall fail to obtain or maintain any of the policies or insurance required
herein or to pay any premium in whole or in part relating thereto, then the
Collateral Agent, without waiving or releasing any obligations or resulting
Default hereunder, may at any time or times thereafter (but shall be under no
obligation to do so) obtain and maintain such policies of insurance and pay such
premiums and take any other action with respect thereto which the Collateral
Agent deems advisable. All sums so disbursed by the Collateral Agent shall
constitute part of the Obligations, payable as provided in this Agreement.

         6.7. Compliance with Laws. (a) The Borrower will, and will cause each
Subsidiary to, comply in all material respects with all laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which
it may be subject including, without limitation, all Environmental Laws, ERISA
and Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002; provided,
however, that it shall not be a Default or Unmatured Default under this Section
6.7(a) if all such failures in the aggregate do not result in a Material Adverse
Change.

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                  (b) The Borrower will, and will cause each Subsidiary and all
lessees and other Persons operating or occupying its properties to, comply with
all applicable Environmental Laws and Environmental Permits; obtain and renew,
and cause each of its Subsidiaries to obtain and renew, all Environmental
Permits necessary for its operations and properties; and conduct, and cause each
of its Subsidiaries to conduct, any investigation, study, sampling and testing,
and undertake any cleanup, removal, remedial or other action necessary to remove
and clean up all Hazardous Materials from any of its properties, in accordance
with the requirements of all Environmental Laws; provided, however, that neither
the Borrower nor any of its Subsidiaries shall be required to undertake any such
cleanup, removal, remedial or other action to the extent that its obligation to
do so is being contested in good faith and by proper proceedings and appropriate
reserves are being maintained with respect to such circumstances; provided,
further, that it shall not be a Default or Unmatured Default under this Section
6.7(b) if all such failures in the aggregate do not result in a Material Adverse
Change.

         6.8. Maintenance of Properties. Subject to Section 6.12, the Borrower
will, and will cause each Subsidiary to, do all things reasonably necessary to
maintain, preserve, protect and keep its Property used in the operation of its
business in good repair, working order and condition, (ordinary wear and tear
excepted), and make all necessary and proper repairs, renewals and replacements
so that its business carried on in connection therewith may be properly
conducted at all times.

         6.9. Inspection; Keeping of Books and Records. The Borrower will, and
will cause each Subsidiary to, permit the Administrative Agent and the Lenders,
by their respective representatives and agents, at the Borrower's expense, to
inspect any of the Property, including, without limitation, the Collateral,
books and financial records of the Borrower and each Subsidiary, to examine and
make copies of the books of accounts and other financial records of the Borrower
and each Subsidiary, and to discuss the affairs, finances and accounts of the
Borrower and each Subsidiary with, and to be advised as to the same by, their
respective officers at such reasonable times and intervals (and, so long as no
Default has occurred and is continuing, upon the provision of reasonable notice
to the Borrower) as the Administrative Agent or any Lender may designate. The
Borrower shall keep and maintain, and cause each of its Subsidiaries to keep and
maintain, in all material respects, proper books of record and account in which
entries in conformity with Agreement Accounting Principles shall be made of all
dealings and transactions in relation to their respective businesses and
activities. Notwithstanding the foregoing, so long as no Default or Unmatured
Default has occurred and is continuing, the Borrower shall not be obligated to
reimburse any costs in connection with its obligations under this Section 6.9,
other than fees and expenses not in excess of $20,000 payable to the
Administrative Agent in connection with not more than one inspection per
calendar year.

         6.10. Restricted Payments. The Borrower will not, nor will it permit
any Subsidiary to, make any Restricted Payment (other than dividends payable in
its own capital stock) except that, (i) any Subsidiary may declare and pay
dividends or make distributions to the Borrower or to a Guarantor and (ii) so
long as no Default or Unmatured Default exists at the time thereof or would
arise after giving effect thereto, the Borrower may make Restricted Payments
pursuant to any of the Borrower Incentive Plans or those Restricted Payments set
forth in Schedule 6.10.

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         6.11. Merger or Dissolution. The Borrower will not, nor will it permit
any Subsidiary to, merge or consolidate with or into any other Person or
dissolve, except that:

                  6.11.1 A Guarantor may merge into (x) the Borrower or (y) a
         Wholly-Owned Subsidiary that is a Guarantor or becomes a Guarantor
         promptly upon the completion of the applicable merger or consolidation.

                  6.11.2 A Subsidiary may merge into (x) the Borrower or (y) a
         Wholly-Owned Subsidiary that is a Guarantor or becomes a Guarantor
         promptly upon the completion of the applicable merger or consolidation.

                  6.11.3 The Borrower or any Subsidiary may consummate any
         merger or consolidation in connection with any Permitted Acquisition,
         provided, that the Person formed by such merger or consolidation shall
         be the Borrower or a Guarantor.

                  6.11.4 The Borrower may dissolve any Subsidiary other than a
         Guarantor that the Borrower reasonably determines that in good faith is
         no longer necessary for the operation of its business.

         6.12. Sale of Assets. The Borrower will not, nor will it permit any
Subsidiary to, lease, sell or otherwise dispose of its Property (other than cash
or Cash Equivalent Investments) to any other Person, except:

         6.12.1 Sales of Property in the ordinary course of business and the
granting of any option or other right to purchase, lease or otherwise, but
excluding Property (other than fixtures and personal Property) subject to a Lien
under a Mortgage.

                  6.12.2 A disposition or transfer of Property by a Subsidiary
         to the Borrower or a Guarantor, by the Borrower to a Guarantor, or by a
         Guarantor to another Guarantor or to the Borrower; provided that such a
         disposition or transfer of any Property that constitutes Collateral may
         only be made to the Borrower or any Guarantor that is a party to the
         Pledge and Security Agreement.

                  6.12.3 A disposition of obsolete Property, Property no longer
         used in the business of the Borrower or its Subsidiaries or other
         assets in the ordinary course of business of the Borrower or any
         Subsidiary, but excluding in each case Property (other than fixtures
         and personal Property) subject to a Lien under a Mortgage.

                  6.12.4 A sale or grant of licenses of intellectual property
         entered into in the ordinary course of business.

                  6.12.5 Leases, sales or other dispositions of its Property
         that, together with all other Property of the Borrower and its
         Subsidiaries previously leased, sold or disposed of (other than
         dispositions otherwise permitted by this Section 6.12) as permitted by
         this Section during any fiscal year of the Borrower do not exceed one
         percent (1%) of Consolidated Total Assets in the aggregate.

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         6.13. Investments and Acquisitions. The Borrower will not, nor will it
permit any Subsidiary to, make or suffer to exist any Investments (including
without limitation, loans and advances to, and other Investments in,
Subsidiaries), or commitments therefor, or to create any Subsidiary or to become
or remain a partner in any partnership or joint venture, or to make any
Acquisition of any Person, except:

                  6.13.1 Cash Equivalent Investments and other Investments in
         existence on the date hereof and described in Schedule 6.13(A).

                  6.13.2 Investments in Subsidiaries which are Guarantors.

                  6.13.3 Acquisitions meeting the following requirements or
         otherwise approved by the Required Lenders (each such Acquisition
         constituting a "Permitted Acquisition"):

         (i)      as of the date of the consummation of such Acquisition, no
                  Default or Unmatured Default shall have occurred and be
                  continuing or would result from such Acquisition, and the
                  representation and warranty contained in Section 5.11 shall be
                  true both before and after giving effect to such Acquisition;

         (ii)     such Acquisition is consummated on a non-hostile basis
                  pursuant to a negotiated acquisition agreement approved by the
                  board of directors or other applicable governing body of the
                  seller or entity to be acquired, and no material challenge to
                  such Acquisition (excluding the exercise of appraisal rights)
                  shall be pending or threatened by any shareholder or director
                  of the seller or entity to be acquired;

         (iii)    the business to be acquired in such Acquisition is similar or
                  related to one or more of the lines of business in which the
                  Borrower and its Subsidiaries are engaged on the Closing Date;

         (iv)     as of the date of the consummation of such Acquisition, all
                  material governmental and corporate approvals required in
                  connection therewith shall have been obtained;

         (v)      (a) such Acquisition is the Permitted Alternative Fuel
                  Acquisition or (b) (1) the Purchase Price for each such
                  Acquisition (other than a Permitted Fuel Acquisition) payable
                  in cash shall not exceed $30,000,000 and, together with the
                  Purchase Price payable in cash for all other Permitted
                  Acquisitions, shall not exceed an amount equal to $50,000,000
                  and (2) the Purchase Price for each such Acquisition (other
                  than the Permitted Alternative Fuel Acquisition) not payable
                  in cash (other than equity issuances by the Borrower),
                  together with the Purchase Price not payable in cash (other
                  than equity issuances by the Borrower) for all other Permitted
                  Acquisitions, shall not exceed an amount equal to $20,000,000
                  (as determined by reference to the underlying documents for
                  such transaction, as long as such documents shall be the
                  product of an arm's length basis and entered into in good
                  faith), provided that (x) the limitations on Acquisitions set
                  forth in this subclause (b) shall not apply to any Acquisition
                  if the Total Leverage Ratio after giving pro forma effect to
                  such Acquisition is less than or equal to 3.50:1.00 and (y)

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<PAGE>

                  any Acquisition consummated during a period when the Total
                  Leverage Ratio, after giving pro forma effect to such
                  Acquisition, was less than or equal to 3.50:1.00 shall be
                  disregarded for purposes of determining compliance with this
                  subclause (b); and

         (vi)     prior to the consummation of such Permitted Acquisition, the
                  Borrower shall have delivered to the Administrative Agent a
                  pro forma consolidated balance sheet, income statement and
                  cash flow statement of the Borrower and its Subsidiaries (the
                  "Acquisition Pro Forma"), based on the Borrower's most recent
                  financial statements delivered pursuant to Section 6.1.1 and
                  using historical financial statements for the acquired entity
                  provided by the seller(s) or which shall be complete and shall
                  fairly present, in all material respects, the financial
                  condition and results of operations and cash flows of the
                  Borrower and its Subsidiaries in accordance with Agreement
                  Accounting Principles, but taking into account such Permitted
                  Acquisition and the funding of all Indebtedness in connection
                  therewith, and such Acquisition Pro Forma shall reflect that,
                  on a pro forma basis, the Borrower would have been in
                  compliance with the financial covenants set forth in Sections
                  6.21, 6.22 and 6.23 for the four fiscal quarter period
                  reflected in the compliance certificate most recently
                  delivered to the Administrative Agent pursuant to Section
                  6.1.3 prior to the consummation of such Permitted Acquisition
                  (giving effect to such Permitted Acquisition and all
                  Indebtedness funded in connection therewith as if made on the
                  first day of such period).

                  6.13.4 Investments in entities in which the Borrower or any
         Subsidiary owns less than 100% of the issued and outstanding equity
         interests thereof, including the Investments described in Schedule
         6.13(B), provided that Investments made after the date of this
         Agreement do not exceed, over the term of this Agreement, an amount
         equal to $10 million plus an aggregate amount equal to 2% of
         Consolidated EBITDA for each twelve month period following the Closing
         Date (the "Minority Investment Base Amount"); provided further that if
         the aggregate amount of such Investments actually made in any one
         fiscal year of the Borrower are actually less than the Minority
         Investment Base Amount (the difference being the "Shortfall Amount"),
         then, so long as no Default or Unmatured Default has occurred and is
         continuing, the permitted amount of such Investments during the
         immediately succeeding fiscal year only shall be an amount equal to the
         Minority Investment Base Amount plus the Shortfall Amount.

                  6.13.5 Creation of or Investment in a Subsidiary that is or
         becomes immediately following such creation or Investment a Guarantor.

                  6.13.6 the Tapco Acquisition

         6.14. Indebtedness. The Borrower will not, nor will it permit any
Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

                  6.14.1 The Secured Obligations.

                  6.14.2 Indebtedness existing on the date hereof and described
         in Schedule 6.14 (and renewals, refinancings or extensions thereof on
         terms and conditions no less favorable to the applicable obligor than

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         such existing Indebtedness and in a principal amount not in excess of
         that outstanding as of the date of such renewal, refinancing or
         extension).

                  6.14.3 To the extent approved by the Administrative Agent,
         Indebtedness arising under Rate Management Transactions.

                  6.14.4 Secured or unsecured purchase money Indebtedness
         (excluding Capitalized Leases) incurred by the Borrower or any of its
         Subsidiaries after the Closing Date to finance the acquisition of
         assets used in its business, if (1) the total of all such Indebtedness
         for the Borrower and its Subsidiaries taken together incurred on or
         after the Closing Date shall not exceed an aggregate principal amount
         of $1,000,000 at any one time outstanding, (2) such Indebtedness when
         incurred shall not exceed the purchase price of the asset(s) financed,
         (3) no such Indebtedness shall be refinanced for a principal amount in
         excess of the principal balance outstanding thereon at the time of such
         refinancing, and (4) any Lien securing such Indebtedness is permitted
         under Section 6.15 (such Indebtedness being referred to herein as
         "Permitted Purchase Money Indebtedness").

                  6.14.5 Indebtedness arising from intercompany loans and
         advances (i) made by any Subsidiary to the Borrower or any Domestic
         Subsidiary or (ii) made by the Borrower to any Guarantor; provided that
         (a) the Borrower agrees that all such Indebtedness shall be expressly
         subordinated to the Secured Obligations pursuant to subordination
         provisions set forth in Schedule 6.14(B).

                  6.14.6 Guaranty obligations of the Borrower of any
         Indebtedness of any Subsidiary permitted under this Section 6.14.

                  6.14.7 Guaranty obligations of any Guarantor with respect to
         any Indebtedness of the Borrower or any other Subsidiary permitted
         under this Section 6.14.

                  6.14.8 Permitted Indebtedness.

                  6.14.9 Indebtedness of the Borrower and its Subsidiaries
         constituting Capitalized Lease Obligations in an aggregate principal
         amount not exceeding $10,000,000 at any time outstanding.

                  6.14.10 Indebtedness in respect of take or pay contracts
         entered into by the Borrower and its Subsidiaries in the ordinary
         course of business and consistent with past practices.

                  6.14.11 Additional unsecured Indebtedness of the Borrower or
         any Subsidiary, to the extent not otherwise permitted under this
         Section 6.14; provided, however, that the aggregate principal amount of
         such Indebtedness shall not exceed $5,000,000 at any time outstanding.

                  6.14.12 Indebtedness incurred under the Second Lien Credit
         Agreement and the related loan documents.

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         6.15. Liens. The Borrower will not, nor will it permit any Subsidiary
to, create, incur, or suffer to exist any Lien in, of or on the Property of the
Borrower or any of its Subsidiaries, except:

                  6.15.1 Liens securing Secured Obligations.

                  6.15.2 Liens for taxes, assessments or governmental charges or
         levies on its Property if the same shall not at the time be delinquent
         or thereafter can be paid without penalty, or are being contested in
         good faith and by appropriate proceedings and for which adequate
         reserves in accordance with Agreement Accounting Principles shall have
         been set aside on its books, unless and until any Lien resulting
         therefrom attaches to its Property or becomes enforceable against its
         other creditors.

                  6.15.3 Liens imposed by law, such as landlords', wage
         earners', carriers', warehousemen's and mechanics' liens and other
         similar liens arising in the ordinary course of business which (a)
         secure payment of obligations not more than 60 days past due, (b) are
         being contested in good faith by appropriate proceedings and for which
         adequate reserves in accordance with Agreement Accounting Principles
         shall have been set aside on its books, or (c) individually or together
         with all other Liens permitted to this Section 6.15 outstanding on any
         date of determination do not materially adversely affect the use of the
         Property to which they relate.

                  6.15.4 Liens arising out of pledges or deposits under worker's
         compensation laws, unemployment insurance, old age pensions, or other
         social security or retirement benefits, or similar legislation.

                  6.15.5 Liens existing on the Closing Date and described in
         Schedule 6.15.

                  6.15.6 Deposits securing liability to insurance carriers under
         insurance or self-insurance arrangements.

                  6.15.7 Deposits to secure the performance of bids, trade or
         supply contracts (other than for borrowed money), leases, statutory
         obligations, surety and appeal bonds, performance bonds and other
         obligations of a like nature incurred in the ordinary course of
         business.

                  6.15.8 Easements, reservations, rights-of-way, restrictions,
         survey exceptions and other similar encumbrances as to real property of
         the Borrower and its Subsidiaries which customarily exist on properties
         of corporations engaged in similar activities and similarly situated
         and which (a) were not incurred in connection with and do not secure
         indebtedness (except as expressly permitted by this Section 6.15), (b)
         do not render title to the property encumbered thereby unmarketable,
         and (c) do not materially interfere with the conduct of the business of
         the Borrower or such Subsidiary conducted at the property subject
         thereto.

                  6.15.9 Purchase money Liens securing Permitted Purchase Money
         Indebtedness (as defined in Section 6.14); provided, that such Liens

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         shall not apply to any property of the Borrower or its Subsidiaries
         other than that purchased with the proceeds of such Permitted Purchase
         Money Indebtedness.

                  6.15.10 Liens existing on any asset of any Subsidiary of the
         Borrower at the time such Subsidiary becomes a Subsidiary and not
         created in contemplation of such event.

                  6.15.11 Liens on any asset securing Indebtedness incurred or
         assumed for the purpose of financing or refinancing all or any part of
         the cost of acquiring or constructing such asset; provided that such
         Lien attaches to such asset concurrently with or within eighteen (18)
         months after the acquisition or completion or construction thereof.

                  6.15.12 Liens existing on any asset of any Subsidiary of the
         Borrower at the time such Subsidiary is merged or consolidated with or
         into the Borrower or any Subsidiary and not created in contemplation of
         such event.

                  6.15.13 Liens existing on any asset prior to the acquisition
         thereof by the Borrower or any Subsidiary and not created in
         contemplation thereof; provided that such Liens do not encumber any
         other property or assets.

                  6.15.14 Liens in respect of judgments that do not otherwise
         cause a Default under this Agreement.

                  6.15.15 Liens arising under the Second Lien Collateral
         Documents.

                  6.15.16 Liens arising out of the refinancing, extension,
         renewal or refunding of any Indebtedness secured by any Lien permitted
         under Sections 6.15.11 through 6.15.16; provided that (a) such
         Indebtedness is not secured by any additional assets and (b) the amount
         of such Indebtedness secured by any such Lien is not increased.

                  6.15.17 So long as no Default or Unmatured Default has
         occurred and is continuing, or would result therefrom, Liens on the
         accounts referred to in clause (iv) of the definition of "Exempt
         Property" and on refundable cash earnest money deposits made in
         connection with Permitted Acquisitions or other purchases of assets
         used in its business otherwise permitted under this Agreement, in an
         aggregate amount not to exceed 25% of the purchase price of such
         Property.

                  6.15.18 Other Liens securing Indebtedness in an aggregate
         amount not to exceed am amount equal to 5% of Consolidated Tangible
         Assets at any time outstanding.

         In addition, neither the Borrower nor any of its Subsidiaries shall
become a party to any agreement, note, indenture or other instrument, or take
any other action, which would prohibit the creation of a Lien on any of its
Properties or other assets in favor of the Administrative Agent for the benefit
of the Holders of Secured Obligations; provided, further, that any agreement,
note, indenture or other instrument in connection with purchase money
Indebtedness (including Capitalized Leases) for which the related Liens are
permitted hereunder may prohibit the creation of a Lien in favor of the
Administrative Agent for the benefit of the Holders of Secured Obligations, with
respect to the assets or Property obtained with the proceeds of such
Indebtedness.

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         6.16. Affiliates. The Borrower will not, and will not permit any
Subsidiary to, enter into any transaction (including, without limitation, the
purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate (other than the Borrower and the other Credit
Parties) except in the ordinary course of business and pursuant to the
reasonable requirements of the Borrower's or such Subsidiary's business and upon
fair and reasonable terms no less favorable to the Borrower or such Subsidiary
than the Borrower or such Subsidiary would obtain in a comparable arm's-length
transaction.

         6.17. Financial Contracts. Within 90 days following the Closing Date,
the Borrower shall enter into Rate Management Transactions covering a notional
amount of not less than $300 million and providing for the counterparties
thereto to make payments thereunder for a period of no less than three years to
the extent that the Eurodollar Base Rate exceeds 5% for an interest period of
one month. Except to the extent set forth in the preceding sentence, the
Borrower will not, nor will it permit any Subsidiary to, enter into or remain
liable upon any Rate Management Transactions except for those entered into in
the ordinary course of business for bona fide hedging purposes and not for
speculative purposes.

         6.18. Subsidiary Covenants. The Borrower will not, and will not permit
any Subsidiary to, create or otherwise cause to become effective any consensual
encumbrance or restriction of any kind on the ability of any Subsidiary (i) to
pay dividends or make any other distribution on its stock, (ii) to pay any
Indebtedness or other obligation owed to the Borrower or any other Subsidiary,
(iii) to make loans or advances or other Investments in the Borrower or any
other Subsidiary, or (iv) to sell, transfer or otherwise convey any of its
property to the Borrower or any other Subsidiary.

         6.19. Contingent Obligations. The Borrower will not, nor will it permit
any Subsidiary to, make or suffer to exist any Contingent Obligation (including,
without limitation, any Contingent Obligation with respect to the obligations of
a Subsidiary), except (i) the Reimbursement Obligations, (ii) any guaranty of
the Secured Obligations, (iii) any guaranty pursuant to any of the Subordinated
Indebtedness Documents and (iv) any guaranty of any Indebtedness permitted by
Section 6.14.

         6.20. Subordinated Indebtedness and Amendments to Subordinated
Indebtedness Documents. The Borrower will not, and will not permit any
Subsidiary to, directly or indirectly voluntarily prepay, defease or in
substance defease, purchase, redeem, retire or otherwise acquire, any
Subordinated Indebtedness or the Indebtedness from time to time outstanding
under the Subordinated Indebtedness Documents. Furthermore, the Borrower will
not, and will not permit any Subsidiary to, amend the other Subordinated
Indebtedness Documents or any document, agreement or instrument evidencing any
Indebtedness incurred pursuant to the Subordinated Indebtedness Documents (or
any replacements, substitutions, extensions or renewals thereof) or pursuant to
which such Indebtedness is issued where such amendment, modification or
supplement provides for the following or which has any of the following effects:

                  (i) increases the overall principal amount of any such
         Indebtedness or increases the amount of any single scheduled
         installment of principal or interest;

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                  (ii) shortens or accelerates the date upon which any
         installment of principal or interest becomes due or adds any additional
         mandatory redemption provisions;

                  (iii) shortens the final maturity date of such Indebtedness or
         otherwise accelerates the amortization schedule with respect to such
         Indebtedness;

                  (iv) increases the rate of interest accruing on such
         Indebtedness;

                  (v) provides for the payment of additional fees or increases
         existing fees;

                  (vi) amends or modifies any financial or negative covenant (or
         covenant which prohibits or restricts the Borrower or any of its
         Subsidiaries from taking certain actions) in a manner which is more
         onerous or more restrictive in any material respect to the Borrower or
         such Subsidiary or which is otherwise materially adverse to the
         Borrower, its Subsidiaries and/or the Lenders or, in the case of any
         such covenant, which places material additional restrictions on the
         Borrower or such Subsidiary or which requires the Borrower or such
         Subsidiary to comply with more restrictive financial ratios or which
         requires the Borrower to better its financial performance, in each case
         from that set forth in the existing applicable covenants in the
         Subordinated Indebtedness Documents or the applicable covenants in this
         Agreement; or

                  (vii) amends, modifies or adds any affirmative covenant in a
         manner which (a) when taken as a whole, is materially adverse to the
         Borrower, its Subsidiaries and/or the Lenders or (b) is more onerous
         than the existing applicable covenant in the Subordinated Indebtedness
         Documents or the applicable covenant in this Agreement.

         6.21. Leverage Ratios.

                  6.21.1 Total Leverage Ratio. The Borrower will not permit the
         ratio (the "Total Leverage Ratio"), determined as of the end of each of
         its fiscal quarters set forth below, of (i) Consolidated Funded
         Indebtedness of the Borrower to (ii) Consolidated EBITDA for the then
         most recently ended four fiscal quarters to be greater than the ratio
         set forth for such period below:

         For each four fiscal quarter period ended:       Total Leverage Ratio
         ------------------------------------------       --------------------
         September 30, 2004 through December 31, 2004            5.00:1.00
         March 31, 2005 through June 30, 2005                    4.75:1.00
         September 30, 2005 through December 31, 2005            4.50:1.00
         March 31, 2006 through June 30, 2006                    4.25:1.00
         September 30, 2006                                      4.00:1.00

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         December 31, 2006 through September 30, 2009            3.75:1.00
         December 31, 2009 through the Term Loan B
           Maturity Date                                         3.50:1.00


                  6.21.2 Senior Leverage Ratio. The Borrower will not permit the
         ratio (the "Senior Leverage Ratio"), determined as of the end of each
         of its fiscal quarters set forth below, of (i) Consolidated Funded
         Indebtedness of the Borrower minus Subordinated Indebtedness of the
         Borrower and its Subsidiaries to (ii) Consolidated EBITDA for the then
         most-recently ended four fiscal quarters to be greater than the ratio
         set forth for such period below:

         For each four fiscal quarter period ended:     Senior Leverage Ratio
         ------------------------------------------     ---------------------
         September 30, 2004 through December 31, 2004         4.00:1.00
         March 31, 2005 through June 30, 2005                 3.75:1.00
         September 30, 2005 through December 31, 2005         3.50:1.00
         March 31, 2006 through June 30, 2006                 3.25:1.00
         September 30, 2006                                   3.00:1.00
         December 31, 2006 through September 30, 2009         2.75:1.00
         December 31, 2009 through the Term Loan B
           Maturity Date                                      2.50:1.00

         The Total Leverage Ratio and the Senior Leverage Ratio shall be
         calculated as of the last day of each fiscal quarter of the Borrower
         based upon (a) for Consolidated Funded Indebtedness and, if relevant,
         Subordinated Indebtedness, Consolidated Funded Indebtedness and
         Subordinated Indebtedness as of the last day of each such fiscal
         quarter and (b) for Consolidated EBITDA, the actual amount as of the
         last day of each fiscal quarter for the most recently ended four
         consecutive fiscal quarters.

         6.22. Fixed Charge Coverage Ratio. The Borrower will not permit the
ratio (the "Fixed Charge Coverage Ratio"), determined as of the end of each
Measurement Period, of (i) Consolidated EBITDAR minus Consolidated Capital
Expenditures minus expenses for taxes paid in cash or taxes accrued during such

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period (which shall be deemed to be $10,800,000 for the fiscal quarter ended
September 30, 2004) to (ii) Consolidated Future Maturities following such period
(including, without limitation, Capitalized Lease Obligations) plus Consolidated
Interest Expense during such period plus Rentals to be paid during such period,
all calculated for the Borrower and its Subsidiaries on a consolidated basis, to
be less than (x) for each Measurement Period ending on or prior to September 30,
2006, 1.10:1.00 and (y) for each Measurement Period ending after September 30,
2006, 1.25:1.00.

         6.23. Capital Expenditures. Other than the Capital Expenditures set
forth on Schedule 6.23, the Borrower will not, nor will it permit any Subsidiary
to, expend, or be committed to expend, in excess of an aggregate amount for
Capital Expenditures of the Borrower and its Subsidiaries during any fiscal year
of the Borrower to be greater than the amount set forth for such fiscal year
below:

         For fiscal year:                      Capital Expenditures
         ----------------                      --------------------
         2005 through 2006                         $50,000,000
         2007 through 2010                         $55,000,000
         2011                                      $60,000,000

         Notwithstanding the foregoing, in the event that the amount of Capital
Expenditures permitted to be made in any fiscal year (before giving effect to
any increase in such permitted expenditure amount pursuant to this sentence)
exceeds the amount of Capital Expenditures made during such fiscal year, such
excess may be carried forward and utilized to make Capital Expenditures in the
next succeeding fiscal year.

         6.24. Rentals. The Borrower shall not permit, nor shall it permit any
Subsidiary to, create, pay or incur aggregate Rentals in excess of five percent
(5%) of Consolidated Total Assets for any fiscal year during the term of this
Agreement on a consolidated basis for the Borrower and its Subsidiaries.

         6.25. Guarantors. The Borrower shall cause each of its Subsidiaries to
guarantee pursuant to the Guaranty Agreement or supplement thereto (or, in the
case of a Foreign Subsidiary, any other guarantee agreement requested by the
Administrative Agent) the Secured Obligations. In furtherance of the above, the
Borrower shall promptly (and in any event within 45 days thereof, except as
otherwise provided in Section 6.32) (i) provide written notice to the
Administrative Agent and the Lenders upon any Person becoming a Subsidiary,
setting forth information in reasonable detail describing all of the assets of
such Person, (ii) cause such Person to execute a supplement to the Guaranty
Agreement and such other Collateral Documents as are necessary for the Borrower
and its Subsidiaries to comply with Section 6.26, (iii) cause the Applicable
Pledge Percentage of the issued and outstanding equity interests of such Person
to be delivered to the Administrative Agent (together with undated stock powers
signed in blank, if applicable) and pledged to the Administrative Agent pursuant
to an appropriate pledge agreement(s) in substantially the form of the Pledge
and Security Agreement (or joinder or other supplement thereto) and otherwise in

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form reasonably acceptable to the Administrative Agent and (iv) deliver such
other documentation as the Administrative Agent may reasonably request in
connection with the foregoing, including, without limitation, certified
resolutions and other authority documents of such Person and, to the extent
requested by the Administrative Agent, 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), all in form,
content and scope reasonably satisfactory to the Administrative Agent.
Notwithstanding the foregoing, no Foreign Subsidiary shall be required to
execute and deliver the Guaranty Agreement (or supplement thereto) or such other
guarantee agreement if such execution and delivery would cause a Deemed Dividend
Problem or a Financial Assistance Problem with respect to such Foreign
Subsidiary and, in lieu thereof, the Borrower and the relevant Subsidiaries
shall provide the pledge agreements required under this Section 6.25 or Section
6.26. Notwithstanding the foregoing, to the extent that the aggregate EBITDA of
FlexCrete Building Systems, L.C., Florida N-Viro, L.P. and Florida N-Viro
Management, LLC for the most recently completed four fiscal quarter period does
not exceed one percent (1%) of the Consolidated EBITDA for the Borrower and its
Subsidiaries for the same period, the Borrower shall not be required to cause
FlexCrete Building Systems, L.C., Florida N-Viro, L.P. or Florida N-Viro
Management, LLC to guarantee the Secured Obligations.

         6.26. Collateral; Environmental Reports. (a) Subject to the exceptions
set forth in this Section 6.26, the Borrower will cause, and will cause each
other Credit Party to cause, all of its owned Property whether now or hereafter
acquired (other than Exempt Property) to be subject at all times to first
priority perfected Liens in favor of the Administrative Agent for the benefit of
the Holders of Secured Obligations to secure the Secured Obligations in
accordance with the terms and conditions of the Collateral Documents, subject in
any case to Liens permitted by Section 6.15 hereof. Without limiting the
generality of the foregoing, the Borrower will cause the Applicable Pledge
Percentage of the issued and outstanding equity interests of each Pledge
Subsidiary directly owned by the Borrower or any other Credit Party to be
subject at all times to a first priority, perfected Lien in favor of the
Administrative Agent to secure the Secured Obligations in accordance with the
terms and conditions of the Collateral Documents or such other security
documents as the Administrative Agent shall reasonably request. Notwithstanding
the foregoing, (1) no pledge agreement in respect of the equity interests of a
Foreign Subsidiary shall be required hereunder to the extent such pledge
thereunder is prohibited by applicable law or the Administrative Agent
reasonably determines that such pledge would not provide material credit support
for the benefit of the Holders of Secured Obligations pursuant to legally valid,
binding and enforceable pledge agreements and (2) no such pledge agreement shall
be required to be delivered hereunder with respect to Foreign Subsidiaries
existing as of the Closing Date, unless otherwise determined in the reasonable
discretion of the Administrative Agent upon 45 days notice to the Borrower.

         (b) The Borrower will cause, and will cause each other Credit Party to
cause all of its Real Property Collateral whether now or hereafter acquired or
leased to be subject at all times to first priority perfected Liens in favor of
the Administrative Agent for the benefit of the Holders of Secured Obligations
to secure the Secured Obligations in accordance with the terms and conditions of
the Collateral Documents, subject in each case to Liens created or permitted by
the Loan Documents, including, without limitation, such items that will
constitute Permitted Encumbrances and Liens set forth on Schedule 6.15. Without
limiting the generality of the foregoing, the Borrower will, and will cause each
Guarantor to, deliver Mortgages and, to the extent applicable, Mortgage
Instruments with respect to the Real Property Collateral to the extent, and
within such time period as is, reasonably required by the Administrative Agent;

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<PAGE>

provided, however, that with respect to the Real Property Collateral existing as
of the Closing Date, no such Mortgages, Mortgage Instruments and pledge
agreements are required to be delivered hereunder until 90 days following the
Closing Date with respect to Real Property Collateral that comprises 75% of the
book value of all Real Property Collateral and 120 days following the Closing
Date with respect to all other Real Property Collateral (it being understood and
agreed that the failure to deliver such Mortgages, Mortgage Instruments and
pledge agreements by 120 days following the Closing Date or such date 30 days
later as the Administrative Agent may agree in its sole discretion shall
constitute a Default under Section 7.3); provided that the Borrower hereby
agrees to use its reasonable efforts to cause the delivery of such Mortgages and
Mortgage Instruments as soon as practicable after the Closing Date. Without
limiting the generality of the foregoing, in addition to each Mortgage delivered
pursuant to this Section 6.26, the Administrative Agent shall receive the
following items with respect to the Real Property Collateral (collectively, the
"Mortgage Instruments"):

                  (A) evidence that counterparts of the Mortgages have been duly
         executed, acknowledged and delivered and are in form suitable for
         filing or recording in all filing or recording offices that the
         Administrative Agent may deem necessary or desirable in order to create
         a valid first and subsisting Lien on the property described therein in
         favor of the Administrative Agent for the benefit of the Holders of
         Secured Obligations and that all applicable filing and recording taxes
         and fees have been paid,

                  (B) with respect to the Real Property Collateral, fully paid
         American Land Title Association Lender's Extended Coverage title
         insurance policies (the "Mortgage Policies") in form and substance,
         with endorsements and in amount reasonably acceptable to the
         Administrative Agent, issued by Chicago Title Insurance Company,
         insuring the Mortgages of the Real Property Collateral to be valid
         first and subsisting Liens on the property described therein, free and
         clear of all defects (including, but not limited to, mechanics' and
         materialmen's Liens) and encumbrances, excepting only Permitted
         Encumbrances, and providing for such other affirmative insurance
         (including endorsements for future advances under the Loan Documents
         and for mechanics' and materialmen's Liens) and such direct access
         reinsurance as the Administrative Agent may reasonably require,

                  (C) with respect to the Real Property Collateral, American
         Land Title Association/American Congress on Surveying and Mapping form
         surveys, for which all necessary fees (where applicable) have been
         paid, and dated no more than 60 days before the filing of the related
         Mortgage or such other date as the Administrative Agent shall
         reasonably determine; provided that Chicago Title Insurance Company
         shall agree to omit the general survey exception to the applicable
         Mortgage Policy on the basis of such survey, certified to the
         Administrative Agent and Chicago Title Insurance Company in a manner
         satisfactory to the Administrative Agent by a land surveyor duly
         registered and licensed in the States in which the property described
         in such surveys is located and acceptable to the Administrative Agent,
         showing all buildings and other improvements, any off-site
         improvements, the location of any easements, parking spaces, rights of
         way, building set-back lines and other dimensional regulations and the
         absence of encroachments, either by such improvements or on to such

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<PAGE>

         property, and other defects, other than encroachments and other defects
         acceptable to the Administrative Agent or for which affirmative
         reinsurance coverage is provided in the Mortgage Policies,

                  (D) such consents and agreements of third parties, and such
         estoppel letters and other confirmations, as the Administrative Agent
         may deem necessary or desirable,

                  (E) evidence of the insurance required by the terms of the
         Mortgages,

                  (F) evidence that all other action that the Administrative
         Agent may deem necessary or desirable in order to create valid first
         and subsisting Liens on the property described in the Mortgages has
         been taken,

                  (G) favorable opinions of local counsel for the Credit Parties
         (i) in states in which the Real Property Collateral is located, with
         respect to the enforceability and perfection of the Mortgages and any
         related fixture filings substantially in the form of Exhibit A-2 hereto
         and otherwise in form and substance satisfactory to the Administrative
         Agent and (ii) in states in which the Credit Parties party to the
         Mortgages are organized or formed, with respect to the valid existence,
         corporate power and authority of such Credit Parties in the granting of
         the Mortgages, in substantially the form of Exhibit A-3 hereto, and
         otherwise in form and substance satisfactory to the Administrative
         Agent.

         (c) The Borrower shall, within 30 days of the Closing Date (which may
be extended by up to an additional 30 days in the sole discretion of the
Administrative Agent), cause, and cause each other Credit Party to cause, all of
its Deposit Accounts (as defined in the Pledge and Security Agreement) and
securities accounts (as defined in the New York Uniform Commercial Code) to be
subject to Account Control Agreements or Securities Account Control Agreements
(each as defined in the Pledge and Security Agreement), as applicable,
acceptable to the Collateral Agent and subject to any exceptions set forth in
the Pledge and Security Agreement.

         (d) Within 45 days of the Closing Date the Borrower shall deliver to
the Lenders a Phase I environmental assessment report, from an environmental
consulting firm acceptable to the Lenders, which report shall identify existing
and potential environmental concerns, and shall quantify related costs and
liabilities, associated with all of the Real Property Collateral and the Lenders
shall be satisfied with the Borrower's plans with respect thereto and if so
recommended by any such Phase I report, the Borrower shall deliver to the
Lenders within 60 days of the Closing Date a Phase II environmental assessment
report with respect to the applicable site and the Lenders shall be satisfied
with the Borrower's plans with respect to the matters addressed therein.

         (e) The Borrower shall use its commercially reasonable efforts to
obtain the consent of Brown Brothers Harriman within 90 days of the Closing Date
to the grant by ACM Block & Brick, and shall cause ACM Block & Brick to so
grant, of a perfected second priority lien, on terms satisfactory to the
Administrative Agent, on all property securing the BBH Debt in favor of the
Collateral Agent on behalf of the Holders of the Secured Obligations. If such
consent is not obtained within 90 days of the Closing Date, the Borrower shall
cause the BBH Debt to be repaid in full and cause ACM Block & Brick to grant a
perfected first priority lien, on terms satisfactory to the Administrative

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<PAGE>

Agent, on all property securing the BBH Debt in favor of the Collateral Agent on
behalf of the Holders of the Secured Obligations. Simultaneously with the
granting of the liens contemplated by this Section 6.26(e), the Borrower shall
cause ACM Block & Brick to satisfy all requirements of this Section 6.26 and of
the Pledge and Security Agreement as they apply to Collateral with respect to
the property being so pledged. Upon the granting of a first lien security
interest in the property secured by the BBH Debt to the Collateral Agent on
behalf of the Holders of the Secured Obligations, the Borrower shall cause ACM
Block & Brick to comply with the provisions of Section 6.6 as they relate to
such property.

         (f) Within 14 days of the Closing Date, the Borrower shall cause Tapco
International Corporation to enter into an employment agreement with John N.
Lawless, III, as president of Tapco International Corporation, on terms and
conditions satisfactory to the Lead Arrangers.

         6.27. Sale and Leaseback Transactions. The Borrower shall not, nor
shall it permit any Subsidiary to, enter into any Sale and Leaseback Transaction
other than Sale and Leaseback Transactions in respect of (a) existing assets of
the Eldorado Stone division of Headwaters Concrete Materials and of ACM Block &
Brick with a fair market value in the aggregate over the term of the Agreement
not to exceed $10,000,000 and (b) Permitted Acquisitions with a fair market
value in the aggregate over the term of the Agreement not to exceed $10,000,000.

         6.28. Sale of Receivables. The Borrower will not, nor will it permit
any Subsidiary to, sell or otherwise dispose of any Receivables, with or without
recourse.

         6.29. Insurance and Condemnation Proceeds. The Borrower directs (and,
if applicable, shall cause its Subsidiaries to direct) all insurers under
policies of property damage, boiler and machinery and business interruption
insurance and payors and any condemnation claim or award relating to the
property to pay all proceeds payable under such policies or with respect to such
claim or award for any loss with respect to the Collateral directly to the
Administrative Agent, for the benefit of the Holders of Secured Obligations, to
the extent such proceeds are required to be used to prepay the Obligations
pursuant to Section 2.2 hereof. Each such policy shall contain a long-form
loss-payable endorsement naming the Administrative Agent as loss payee, which
endorsement shall be in form and substance acceptable to the Administrative
Agent.

         6.30. Amendments of Constitutive Documents. The Borrower shall not, nor
shall it permit any Subsidiary to, amend its certificate of incorporation or
bylaws or other constitutive documents other than amendments that could not be
reasonably expected to result in a Material Adverse Change.

         6.31. Partnership, Etc. The Borrower shall not, nor shall it permit any
Subsidiary to become a general partner in any general or limited partnership or
joint venture, other than any Subsidiary the sole assets of which consist of its
interest in such partnership or joint venture.

         6.32. Negative Pledge. The Borrower shall not enter into or suffer to
exist, or permit any of its Subsidiaries to enter into or suffer to exist, any
agreement prohibiting or conditioning the creation or assumption of any Lien
upon any of its property or assets except (i) under this Agreement, (ii) under
the Second Lien Credit Agreement, (iii) in any agreement governing Permitted
Indebtedness so long as the terms of such prohibitions or conditions on the

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creation or assumption of Liens are no more restrictive than the terms hereof
and permit the creation or assumption of Liens securing the Obligations of the
Borrower and its Subsidiaries under this Agreement and (iv) (A) any such
prohibitions or conditions in effect on the Closing Date, (B) in any agreement
governing any purchase money Indebtedness permitted by Section 6.14.4 solely to
the extent that the agreement or instrument governing such Indebtedness
prohibits a Lien on the property acquired with the proceeds of such
Indebtedness, (C) in any agreement governing any Capitalized Lease permitted by
Section 6.14.9 solely to the extent that such Capitalized Lease prohibits a Lien
on the property subject thereto, or (D) in any agreement governing any
Indebtedness outstanding on the date any Subsidiary of the Borrower becomes such
a Subsidiary (so long as such agreement was not entered into solely in
contemplation of such Subsidiary becoming a Subsidiary of the Borrower).

                                  ARTICLE VII
                                    DEFAULTS

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

         7.1. Any representation or warranty made or deemed made by the
Borrower, any of its Subsidiaries, or any Authorized Officer thereof to the
Lenders or the Administrative Agent under or in connection with this Agreement,
any Credit Extension, or any certificate or information delivered in connection
with this Agreement or any other Loan Document shall be false in any material
respect on the date as of which made or deemed made.

         7.2. Nonpayment of (i) principal of any Loan when due, (ii) any
Reimbursement Obligation within one Business Day after the same becomes due, or
(iii) interest upon any Loan or any Commitment Fee, LC Fee or other Obligations
under any of the Loan Documents within five (5) Business Days after such
interest, fee or other Obligation becomes due.

         7.3. The breach by the Borrower of any of the terms or provisions of
Sections 6.1, 6.2, 6.3, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.18,
6.19, 6.20, 6.21, 6.22, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28, 6.29, 6.30, 6.31 and
6.32.

         7.4. The breach by the Borrower (other than a breach which constitutes
a Default under another Section of this Article VII) of (i) any other terms,
covenants, agreements or provisions of this Agreement or (ii) any other Loan
Document (beyond the applicable grace period with respect thereto, if any), in
each case which is not remedied within thirty (30) days after the earlier to
occur of (x) written notice from the Administrative Agent or any Lender to the
Borrower or (y) an Authorized Officer otherwise become aware of any such breach.

         7.5. Failure of the Borrower or any of its Subsidiaries to pay when due
any Material Indebtedness (subject to any applicable grace period with respect
thereto, if any, set forth in the Material Indebtedness Agreement evidencing
such Material Indebtedness) which failure has not been (i) timely cured or (ii)
waived in writing by the requisite holders of such Material Indebtedness; or the
default by the Borrower or any of its Subsidiaries in the performance (beyond
the applicable grace period with respect thereto, if any) of any term, provision
or condition contained in any Material Indebtedness Agreement and such default
has not been (x) timely cured or (y) waived in writing by the requisite holders

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of the Material Indebtedness in respect thereof, or any other event shall occur
or condition exist, the effect of which default, event or condition is to cause,
or to permit the holder(s) of such Material Indebtedness or the lender(s) under
any Material Indebtedness Agreement to cause, such Material Indebtedness to
become due prior to its stated maturity or any commitment to lend under any
Material Indebtedness Agreement to be terminated prior to its stated expiration
date; or any Material Indebtedness of the Borrower or any of its Subsidiaries
shall be declared to be due and payable or required to be prepaid or repurchased
(other than by a regularly scheduled payment) prior to the stated maturity
thereof; or the Borrower or any of its Subsidiaries shall not pay, or admit in
writing its inability to pay, its debts generally as they become due.

         7.6. The Borrower or any of its Subsidiaries shall (i) have an order
for relief entered with respect to it under the Federal bankruptcy laws as now
or hereafter in effect, (ii) make an assignment for the benefit of creditors,
(iii) apply for, seek, consent to, or acquiesce in, the appointment of a
receiver, custodian, trustee, examiner, liquidator or similar official for it or
any Substantial Portion of its Property, (iv) institute any proceeding seeking
an order for relief under the Federal bankruptcy laws as now or hereafter in
effect or seeking to adjudicate it a bankrupt or insolvent, or seeking
dissolution, winding up, liquidation, reorganization, arrangement, adjustment or
composition of it or its debts under any law relating to bankruptcy, insolvency
or reorganization or relief of debtors or fail to file an answer or other
pleading denying the material allegations of any such proceeding filed against
it, (v) take any corporate or partnership action to authorize or effect any of
the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in
good faith any appointment or proceeding described in Section 7.7.

         7.7. Without the application, approval or consent of the Borrower or
any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Borrower or any of its Subsidiaries or any
Substantial Portion of its Property, or a proceeding described in Section
7.6(iv) shall be instituted against the Borrower or any of its Subsidiaries and
such appointment continues undischarged or such proceeding continues undismissed
or unstayed for a period of 60 consecutive days.

         7.8. Any court, government or governmental agency shall condemn, seize
or otherwise appropriate, or take custody or control of, all or any portion of
the Property of the Borrower and its Subsidiaries which, when taken together
with all other Property of the Borrower and its Subsidiaries so condemned,
seized, appropriated, or taken custody or control of, during the twelve-month
period ending with the month in which any such action occurs, constitutes a
Substantial Portion.

         7.9. The Borrower or any of its Subsidiaries shall fail within 30 days
to pay, bond or otherwise discharge one or more (i) judgments or orders for the
payment of money in excess of $1,000,000 (or the equivalent thereof in
currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments
or orders which, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Change, which judgment(s), in any such case,
is/are not stayed on appeal or otherwise being appropriately contested in good
faith or otherwise not covered by a creditworthy insurer or indemnitor.

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<PAGE>

         7.10. The Unfunded Liabilities of all Single Employer Plans shall be in
an amount reasonably expected to result in a Material Adverse Change, or any
Reportable Event shall occur in connection with any Plan.

         7.11. Any steps shall be taken to initiate the termination of any Plan,
or the PBGC shall give notice that it intends to terminate any Plan.

         7.12. Nonpayment by the Borrower or any Subsidiary of any Rate
Management Obligation, when due or the breach by the Borrower or any Subsidiary
of any term, provision or condition contained in any Rate Management Transaction
or any transaction of the type described in the definition of "Rate Management
Transactions," whether or not any Lender or Affiliate of a Lender is a party
thereto.

         7.13. Any Change of Control shall occur.

         7.14. The Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that it has incurred,
pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer
Plan in an amount which, when aggregated with all other amounts required to be
paid to Multiemployer Plans by the Borrower or any other member of the
Controlled Group as withdrawal liability (determined as of the date of such
notification), exceeds an amount reasonably expected to result in a Material
Adverse Change.

         7.15. The Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if as a result of such reorganization or
termination the aggregate annual contributions of the Borrower and the other
members of the Controlled Group (taken as a whole) to all Multiemployer Plans
which are then in reorganization or being terminated have been or will be
increased, in the aggregate, over the amounts contributed to such Multiemployer
Plans for the respective plan years of such Multiemployer Plans immediately
preceding the plan year in which the reorganization or termination occurs by an
amount reasonably expected to result in a Material Adverse Change.

         7.16. The Borrower or any of its Subsidiaries shall (i) be the subject
of any proceeding or investigation pertaining to the release by the Borrower,
any of its Subsidiaries or any other Person of any toxic or hazardous waste or
substance into the environment, or (ii) violate any Environmental Law, which, in
the case of an event described in clause (i) or clause (ii), has resulted in
liability to the Borrower or any of its Subsidiaries in an amount sufficient to
cause a Material Adverse Change.

         7.17. Any Loan Document shall fail to remain in full force or effect or
any action shall be taken by any of the Credit Parties or shall be failed to be
taken by any of the Credit Parties to discontinue or to assert the invalidity or
unenforceability of, or which results in the discontinuation or invalidity or
unenforceability of, any Loan Document or any Lien in favor of the
Administrative Agent under the Loan Documents, or such Lien shall not have the
priority contemplated by the Loan Documents.

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                                  ARTICLE VIII
                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         8.1. Acceleration.

         (i)      If any Default described in Section 7.6 or 7.7 occurs with
                  respect to the Borrower, the obligations of the Lenders to
                  make Loans hereunder and the obligation and power of the LC
                  Issuers to issue Facility LCs shall automatically terminate
                  and the Secured Obligations shall immediately become due and
                  payable without any election or action on the part of the
                  Administrative Agent, any LC Issuer or any Lender, and the
                  Borrower will be and become thereby unconditionally obligated,
                  without any further notice, act or demand, to pay the
                  Administrative Agent an amount in immediately available funds,
                  which funds shall be held in the Facility LC Collateral
                  Account, equal to the difference of (x) the amount of LC
                  Obligations at such time less (y) the amount or deposit in the
                  Facility LC Collateral Account at such time which is free and
                  clear of all rights and claims of third parties and has not
                  been applied against the Obligations (the "Collateral
                  Shortfall Amount"). If any other Default occurs, the Required
                  Lenders (or the Administrative Agent with the consent of the
                  Required Lenders) may (a) terminate or suspend the obligations
                  of the Lenders to make Loans hereunder and the obligation and
                  power of the LC Issuers to issue Facility LCs, or declare the
                  Secured Obligations to be due and payable, or both, whereupon
                  the Secured Obligations shall become immediately due and
                  payable, without presentment, demand, protest or notice of any
                  kind, all of which the Borrower hereby expressly waives and
                  (b) upon notice to the Borrower and in addition to the
                  continuing right to demand payment of all amounts payable
                  under this Agreement, make demand on the Borrower to pay, and
                  the Borrower will forthwith upon such demand and without any
                  further notice or act pay to the Administrative Agent the
                  Collateral Shortfall Amount which funds shall be deposited in
                  the Facility LC Collateral Account.

         (ii)     If at any time while any Default is continuing, the
                  Administrative Agent determines that the Collateral Shortfall
                  Amount at such time is greater than zero, the Administrative
                  Agent may make demand on the Borrower to pay, and the Borrower
                  will, forthwith upon such demand and without any further
                  notice or act, pay to the Administrative Agent the Collateral
                  Shortfall Amount, which funds shall be deposited in the
                  Facility LC Collateral Account.

         (iii)    The Administrative Agent may at any time or from time to time
                  after funds are deposited in the Facility LC Collateral
                  Account, apply such funds to the payment of the Secured
                  Obligations and any other amounts as shall from time to time
                  have become due and payable by the Borrower to the Lenders or
                  the LC Issuers under the Loan Documents.

         (iv)     At any time while any Default is continuing, neither the
                  Borrower nor any Person claiming on behalf of or through the

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                  Borrower shall have any right to withdraw any of the funds
                  held in the Facility LC Collateral Account. After all of the
                  Secured Obligations have been indefeasibly paid in full and
                  the Aggregate Revolving Loan Commitment, the LC Sublimit and
                  Aggregate Term Loan B Commitment have been terminated, any
                  funds remaining in the Facility LC Collateral Account shall be
                  returned by the Administrative Agent to the Borrower or paid
                  to whomever may be legally entitled thereto at such time.

         (v)      If, after acceleration of the maturity of the Obligations or
                  termination of the obligations of the Lenders to make Loans
                  and the obligation and power of the LC Issuers to issue
                  Facility LCs hereunder as a result of any Default (other than
                  any Default as described in Section 7.6 or 7.7 with respect to
                  the Borrower) and before any judgment or decree for the
                  payment of the Obligations due shall have been obtained or
                  entered, the Required Lenders (in their sole discretion) shall
                  so direct, the Administrative Agent shall, by notice to the
                  Borrower, rescind and annul such acceleration and/or
                  termination.

         8.2. Amendments. Subject to the provisions of this Section 8.2 and the
Intercreditor Agreement, the Required Lenders (or the Administrative Agent with
the consent in writing of the Required Lenders) and the Borrower may enter into
agreements supplemental hereto for the purpose of adding or modifying any
provisions to the Loan Documents or changing in any manner the rights of the
Lenders or the Borrower hereunder or thereunder or waiving any Default hereunder
or thereunder; provided, however, that no such supplemental agreement shall,
without the consent of all of the Lenders (other than any Lender that is, at
such time, a Defaulting Lender), except for any amendment, waiver or consent
with respect to the items set forth in Sections 8.2.1 and 8.2.3, which shall
only require the consent of all of the Lenders directly affected by such
amendment, waiver or consent:

                  8.2.1 Extend the Revolving Loan Termination Date, extend the
         final maturity of any Revolving Loan or extend the expiry date of any
         Facility LC to a date after the Revolving Loan Termination Date, extend
         the final maturity date of any Term B Loan to a date after the Term
         Loan B Maturity Date, or postpone any regularly scheduled payment of
         principal of any Loan or forgive all or any portion of the principal
         amount thereof, or any Reimbursement Obligation related thereto, or
         reduce the rate or extend the time of payment of interest or fees
         thereon or Reimbursement Obligations related thereto (other than (x) a
         waiver of the application of the default rate of interest pursuant to
         Section 2.11 hereof and (y) any reduction of the amount of or any
         extension of the payment date for the mandatory payments required under
         Section 2.2, in each case which shall only require the approval of the
         Required Lenders).

                  8.2.2 Reduce the percentage specified in the definition of
         Required Lenders or any other percentage of Lenders specified to be the
         applicable percentage in this Agreement to act on specified matters or
         amend the definition of "Pro Rata Share", "Revolving Loan Pro Rata
         Share" or "Term Loan Pro Rata Share".

                  8.2.3 Increase the amount of the Revolving Loan Commitment or
         Term Loan B Commitment of any Lender hereunder.

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                  8.2.4 Amend this Section 8.2, or permit the Borrower to assign
         its rights or obligations under this Agreement.

                  8.2.5 Other than in connection with a transaction permitted
         under this Agreement, release all or substantially all of the
         Collateral.

                  8.2.6 Other than in connection with a transaction permitted
         under this Agreement, release any Guarantor from its obligations
         thereunder.

If, in connection with any proposed amendment, waiver, or consent, the consent
of all of the Lenders, or all of the Lenders directly affected thereby, is
required pursuant to this Section 8.2, and any such Lender refuses to consent to
such amendment, waiver or consent (any such Lender whose consent is not obtained
as described in this Section 8.2 being referred to as a "Non-Consenting
Lender"), then, so long as the Administrative Agent is not a Non-Consenting
Lender, at the Borrower's request, the Administrative Agent or an Eligible
Assignee shall be entitled (but shall have no obligation) to purchase from such
Non-Consenting Lender, and such Non-Consenting Lender (by its acceptance of the
benefits of the applicable Loan Documents) agrees that it shall, upon the
Administrative Agent's request, sell and assign to the Administrative Agent or
such Eligible Assignee, all of the Loans of such Non-Consenting Lender or
Non-Consenting Lenders for an amount equal to the principal balance of all Loans
held by the Non-Consenting Lender and all accrued interest and fees with respect
thereto through the date of sale. Each Lender (by its acceptance of the benefits
of the Loan Documents) agrees that, if it becomes a Non-Consenting Lender, it
shall execute and deliver to the Administrative Agent an Assignment and
Acceptance to evidence such sale and purchase and shall deliver to the
Administrative Agent any Note (if the assigning Lender's Loans are evidenced by
Notes) subject to such Assignment and Acceptance; provided, however, that the
failure of any Non-Consenting Lender to execute an Assignment and Acceptance
shall not render such sale and purchase (and the corresponding assignment)
ineffective.

No amendment of any provision of this Agreement relating to or affecting the
Administrative Agent shall be effective without the written consent of the
Administrative Agent. The Administrative Agent may waive payment of the fee
without obtaining the consent of any other party to this Agreement. No amendment
of any provision of this Agreement relating to or affecting the Swing Line
Lender or any Swing Line Loan shall be effective without the written consent of
the Swing Line Lender. No amendment of any provision of this Agreement relating
to or affecting any LC Issuer shall be effective without the written consent of
such LC Issuer.

         8.3. Preservation of Rights. No delay or omission of the Lenders, the
LC Issuers or the Administrative Agent to exercise any right under the Loan
Documents shall impair such right or be construed to be a waiver of any Default
or an acquiescence therein, and the making of a Credit Extension notwithstanding
the existence of a Default or Unmatured Default or the inability of the Borrower
to satisfy the conditions precedent to such Credit Extension shall not
constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by, or by the Administrative Agent with the consent of, the
requisite number of Lenders required pursuant to Section 8.2, and then only to

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the extent in such writing specifically set forth. All remedies contained in the
Loan Documents or by law afforded shall be cumulative and all shall be available
to the Administrative Agent, the LC Issuers and the Lenders until all of the
Secured Obligations have been paid in full.

                                   ARTICLE IX
                               GENERAL PROVISIONS

         9.1. Survival of Representations. All representations and warranties of
the Borrower contained in this Agreement shall survive the making of the Credit
Extensions herein contemplated.

         9.2. Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, neither any LC Issuer nor any Lender shall be
obligated to extend credit to the Borrower in violation of any limitation or
prohibition provided by any applicable statute or regulation.

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

         9.4. Entire Agreement. The Loan Documents embody the entire agreement
and understanding among the Borrower, the Administrative Agent, the LC Issuers
and the Lenders and supersede all prior agreements and understandings among the
Borrower, the Administrative Agent, the LC Issuers and the Lenders relating to
the subject matter thereof other than those contained in the fee letter
described in Section 10.13 which shall survive and remain in full force and
effect during the term of this Agreement.

         9.5. Several Obligations; Benefits of This Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Administrative Agent is authorized to act as such). The failure of any Lender to
perform any of its obligations hereunder shall not relieve any other Lender from
any of its obligations hereunder. This Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the parties to this
Agreement and their respective successors and assigns, provided, however, that
the parties hereto expressly agree that the Lead Arrangers shall enjoy the
benefits of the provisions of Sections 9.6, 9.10 and 10.11 to the extent
specifically set forth therein and shall have the right to enforce such
provisions on its own behalf and in its own name to the same extent as if it
were a party to this Agreement.

         9.6. Expenses; Indemnification. (i) The Borrower shall reimburse the
Administrative Agent and the Lead Arrangers for any reasonable out-of-pocket
expenses (including reasonable attorneys' and paralegals' fees and time charges
of attorneys for the Administrative Agent) paid or incurred by the
Administrative Agent or the Lead Arrangers in connection with the investigation,
preparation, negotiation, documentation, execution, delivery, syndication,
distribution (including, without limitation, via the internet), review,

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amendment, modification and administration of the Loan Documents. The Borrower
also agrees to reimburse the Administrative Agent, the Lead Arrangers, the LC
Issuers and the Lenders for any reasonable costs, internal charges and
out-of-pocket expenses (including reasonable attorneys' and paralegals' fees and
time charges and expenses of attorneys and paralegals for the Administrative
Agent, the Lead Arrangers, the LC Issuers and the Lenders, which attorneys and
paralegals may be employees of the Administrative Agent, the Lead Arrangers, the
LC Issuers or the Lenders) paid or incurred by the Administrative Agent, the
Lead Arrangers, the LC Issuers or any Lender in connection with the collection
and enforcement of the Loan Documents. Expenses being reimbursed by the Borrower
under this Section include, without limitation, the cost and expense of
obtaining an appraisal of each parcel of real property or interest in real
property described in any relevant Collateral Document, which appraisal shall be
in conformity with the applicable requirements of any law or any governmental
rule, regulation, policy, guideline or directive (whether or not having the
force of law), or any interpretation thereof, and any rules promulgated to
implement such provisions and costs and expenses incurred in connection with the
Reports described in the following sentence.

                  (ii) The Borrower hereby further agrees to indemnify the
Administrative Agent, the Lead Arrangers, each LC Issuer, each Lender, their
respective affiliates, and each of their directors, officers and employees
against all losses, claims, damages, penalties, judgments, liabilities and
out-of-pocket expenses (including, without limitation, all expenses of
litigation or preparation therefor whether or not the Administrative Agent, the
Lead Arrangers, any LC Issuer, any Lender or any affiliate is a party thereto,
and all attorneys' and paralegals' fees, time charges and expenses of attorneys
and paralegals of the party seeking indemnification, which attorneys and
paralegals may or may not be employees of such party seeking indemnification)
which any of them may pay or incur arising out of or relating to this Agreement,
the other Loan Documents, the transactions contemplated hereby or the direct or
indirect application or proposed application of the proceeds of any Credit
Extension hereunder except to the extent that they are determined in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the party seeking
indemnification. The obligations of the Borrower under this Section 9.6 shall
survive the termination of this Agreement.

         9.7. Numbers of Documents. All statements, notices, closing documents,
and requests hereunder shall be furnished to the Administrative Agent with
sufficient counterparts so that the Administrative Agent may furnish one to each
of the Lenders, as shall have been reasonably requested of the Borrower by the
Administrative Agent.

         9.8. Accounting. Except as provided to the contrary herein, all
accounting terms used in the calculation of any financial covenant or test shall
be interpreted and all accounting determinations hereunder in the calculation of
any financial covenant or test shall be made in accordance with Agreement
Accounting Principles. If any changes in generally accepted accounting
principles are hereafter required or permitted and are adopted by the Borrower
or any of its Subsidiaries with the agreement of its independent certified
public accountants and such changes result in a change in the method of
calculation of any of the financial covenants, tests, restrictions or standards
herein or in the related definitions or terms used therein ("Accounting
Changes"), the parties hereto agree, at the Borrower's request, to enter into
negotiations, in good faith, in order to amend such provisions in a credit
neutral manner so as to reflect equitably such changes with the desired result
that the criteria for evaluating the Borrower's and its Subsidiaries' financial

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condition shall be the same after such changes as if such changes had not been
made; provided, however, until such provisions are amended in a manner
reasonably satisfactory to the Administrative Agent and the Required Lenders, no
Accounting Change shall be given effect in such calculations. In the event such
amendment is entered into, all references in this Agreement to Agreement
Accounting Principles shall mean generally accepted accounting principles as of
the date of such amendment. Notwithstanding the foregoing, all financial
statements to be delivered by the Borrower pursuant to Section 6.1 shall be
prepared in accordance with generally accepted accounting principles in effect
at such time.

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

         9.10. Nonliability of Lenders. The relationship between the Borrower on
the one hand and the Lenders, the LC Issuers and the Administrative Agent on the
other hand shall be solely that of borrower and lender. Neither the
Administrative Agent, the Lead Arrangers, any LC Issuer nor any Lender shall
have any fiduciary responsibilities to the Borrower. Neither the Administrative
Agent, the Lead Arrangers, any LC Issuer nor any Lender undertakes any
responsibility to the Borrower to review or inform the Borrower of any matter in
connection with any phase of the Borrower's business or operations. The Borrower
agrees that neither the Administrative Agent, the Lead Arrangers, any LC Issuer
nor any Lender shall have liability to the Borrower (whether sounding in tort,
contract or otherwise) for losses suffered by the Borrower in connection with,
arising out of, or in any way related to, the transactions contemplated and the
relationship established by the Loan Documents, or any act, omission or event
occurring in connection therewith, unless it is determined in a final
non-appealable judgment by a court of competent jurisdiction that such losses
resulted from the gross negligence or willful misconduct of the party from which
recovery is sought. None of the parties hereto shall have any liability with
respect to, and each party hereto hereby waives, releases and agrees not to sue
for, any special, indirect, consequential or punitive damages suffered by any
such party in connection with, arising out of, or in any way related to the Loan
Documents or the transactions contemplated thereby.

         9.11. Confidentiality. The Administrative Agent and each Lender agrees
to hold any confidential information which it may receive from the Borrower in
connection with this Agreement in confidence, except for disclosure (i) to its
Affiliates and to the Administrative Agent and any other Lender and their
respective Affiliates, to the extent such Person is or is reasonably expected to
be involved in the evaluation of such information in connection with the
transactions contemplated by this Agreement, (ii) to legal counsel, accountants,
and other professional advisors to such Lender or to a Transferee, (iii) to
regulatory officials, (iv) to any Person as required by law, regulation, or
legal process, or to any Person as required in connection with any legal
proceeding to which it is a party, provided that the Borrower shall have
received prior written notice of such disclosure to the extent such notice is
permitted and the disclosing party shall have taken all steps reasonably
requested by the Borrower to protect the confidentiality of the information so
disclosed, (v) to its direct or indirect contractual counterparties in swap
agreements or to legal counsel, accountants and other professional advisors to
such counterparties, to the extent required in connection with such swap
agreements, (vi) permitted by Section 12.4, and (vii) to rating agencies subject
to confidentiality restrictions reasonably acceptable to the Borrower, if

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requested or required by such agencies in connection with a rating relating to
the Credit Extensions hereunder. Without limiting Section 9.4, the Borrower
agrees that the terms of this Section 9.11 shall set forth the entire agreement
between the Borrower and each Lender (including the Administrative Agent) with
respect to any confidential information previously or hereafter received by such
Lender in connection with this Agreement, and this Section 9.11 shall supersede
any and all prior confidentiality agreements entered into by such Lender with
respect to such confidential information.

         9.12. Nonreliance. Each Lender hereby represents that it is not relying
on or looking to any margin stock (as defined in Regulation U) as collateral in
the extension or maintenance of the credit provided for herein.

         9.13. Disclosure. The Borrower and each Lender, including the LC
Issuers, hereby acknowledge and agree that each Lender and/or its Affiliates
from time to time may hold investments in, make other loans to or have other
relationships with the Borrower and its Affiliates.

         9.14. Performance of Obligations. The Borrower agrees that the
Administrative Agent may, but shall have no obligation to (i) at any time, pay
or discharge taxes, liens, security interests or other encumbrances levied or
placed on or threatened against any Collateral and (ii) after the occurrence and
during the continuance of a Default make any other payment or perform any act
required of the Borrower under any Loan Document or take any other action which
the Administrative Agent in its discretion deems necessary or desirable to
protect or preserve the Collateral, including, without limitation, any action to
(x) effect any repairs or obtain any insurance called for by the terms of any of
the Loan Documents and to pay all or any part of the premiums therefor and the
costs thereof and (y) pay any rents payable by the Borrower which are more than
30 days past due, or as to which the landlord has given notice of termination,
under any lease. The Administrative Agent shall use its best efforts to give the
Borrower notice of any action taken under this Section 9.14 prior to the taking
of such action or promptly thereafter provided the failure to give such notice
shall not affect the Borrower's obligations in respect thereof. The Borrower
agrees to pay the Administrative Agent, upon demand, the principal amount of all
funds advanced by the Administrative Agent under this Section 9.14, together
with interest thereon at the rate from time to time applicable to Floating Rate
Loans from the date of such advance until the outstanding principal balance
thereof is paid in full. If the Borrower fails to make payment in respect of any
such advance under this Section 9.14 within one (1) Business Day after the date
the Borrower receives written demand therefor from the Administrative Agent, the
Administrative Agent shall promptly notify each Lender and each Lender agrees
that it shall thereupon make available to the Administrative Agent, in Dollars
in immediately available funds, the amount equal to such Lender's Pro Rata Share
of such advance. If such funds are not made available to the Administrative
Agent by such Lender within one (1) Business Day after the Administrative
Agent's demand therefor, the Administrative Agent will be entitled to recover
any such amount from such Lender together with interest thereon at the Federal
Funds Effective Rate for each day during the period commencing on the date of
such demand and ending on the date such amount is received. The failure of any
Lender to make available to the Administrative Agent its Pro Rata Share of any
such unreimbursed advance under this Section 9.14 shall neither relieve any

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other Lender of its obligation hereunder to make available to the Administrative
Agent such other Lender's Pro Rata Share of such advance on the date such
payment is to be made nor increase the obligation of any other Lender to make
such payment to the Administrative Agent. All outstanding principal of, and
interest on, advances made under this Section 9.14 shall constitute Obligations
secured by the Collateral until paid in full by the Borrower.

         9.15. USA Patriot Act Notification. The following notification is
provided to the Borrower pursuant to Section 326 of the USA Patriot Act of 2001,
31 U.S.C. Section 5318:

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the
government of the United States of America fight the funding of terrorism and
money laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each Person that opens an
account, including any deposit account, treasury management account, loan, other
extension of credit, or other financial services product. Accordingly, when the
Borrower opens an account, the Administrative Agent and the Lenders will ask for
the Borrower's name, tax identification number, business address, and other
information that will allow the Administrative Agent and the Lenders to identify
the Borrower. The Administrative Agent and the Lenders may also ask to see the
Borrower's legal organizational documents or other identifying documents.

                                   ARTICLE X
                                   THE AGENTS

         10.1. Appointment; Nature of Relationship. MSSF is hereby appointed by
each of the Lenders as its contractual representative (herein referred to as the
"Administrative Agent") hereunder and under each other Loan Document, and each
of the Lenders irrevocably authorizes the Administrative Agent to act as the
contractual representative of such Lender with the rights and duties expressly
set forth herein and in the other Loan Documents. MS&Co. is hereby appointed by
each of the Lenders as its contractual representative (herein referred to as the
"Collateral Agent" and, together with the Administrative Agent, the "Agents")
hereunder and under each other Loan Document, and each of the Lenders
irrevocably authorizes the Collateral Agent to act as the contractual
representative of such Lender with the rights and duties expressly set forth
herein and in the other Loan Documents. Each of the Agents agrees to act as such
contractual representative upon the express conditions contained in this Article
X. Notwithstanding the use of the defined terms "Administrative Agent" and
"Collateral Agent" it is expressly understood and agreed that the Agents shall
not have any fiduciary responsibilities to any of the Holders of Secured
Obligations by reason of this Agreement or any other Loan Document and that the
Agents are merely acting as the contractual representative of the Lenders with
only those duties as are expressly set forth in this Agreement and the other
Loan Documents. In its capacity as the Lenders' contractual representative, each
of the Agents (i) does not hereby assume any fiduciary duties to any of the
Holders of Secured Obligations, (ii) is a "representative" of the Holders of
Secured Obligations within the meaning of the term "secured party" as defined in
the New York Uniform Commercial Code and (iii) is acting as an independent
contractor, the rights and duties of which are limited to those expressly set
forth in this Agreement and the other Loan Documents. Each of the Lenders, for

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itself and on behalf of its Affiliates as Holders of Secured Obligations, hereby
agrees to assert no claim against either of the Agents on any agency theory or
any other theory of liability for breach of fiduciary duty, all of which claims
each Holder of Secured Obligations hereby waives.

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

         10.3. General Immunity. Neither Agent nor any of its respective
directors, officers, agents or employees shall be liable to the Borrower, or any
Lender or Holder of Secured Obligations for any action taken or omitted to be
taken by it or them hereunder or under any other Loan Document or in connection
herewith or therewith except to the extent such action or inaction is determined
in a final, non-appealable judgment by a court of competent jurisdiction to have
arisen from the gross negligence or willful misconduct of such Person.

         10.4. No Responsibility for Loans, Recitals, Etc. Neither Agent nor any
of their respective directors, officers, agents or employees shall be
responsible for or have any duty to ascertain, inquire into, or verify (a) any
statement, warranty or representation made in connection with any Loan Document
or any borrowing hereunder; (b) the performance or observance of any of the
covenants or agreements of any obligor under any Loan Document, including,
without limitation, any agreement by an obligor to furnish information directly
to each Lender; (c) the satisfaction of any condition specified in Article IV,
in the case of the Administrative Agent, except receipt of items required to be
delivered solely to the Administrative Agent; (d) the existence or possible
existence of any Default or Unmatured Default; (e) the validity, enforceability,
effectiveness, sufficiency or genuineness of any Loan Document or any other
instrument or writing furnished in connection therewith; (f) the value,
sufficiency, creation, perfection or priority of any Lien in any Collateral; or
(g) the financial condition of the Borrower or any guarantor of any of the
Obligations or of any of the Borrower's or any such guarantor's respective
Subsidiaries. Neither Agent shall have any duty to disclose to the Lenders
information that is not required to be furnished by the Borrower to such Agent
at such time, but is voluntarily furnished by the Borrower such Agent (either in
its capacity as such Agent or in its individual capacity).

         10.5. Action on Instructions of Lenders. Each Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder and under
any other Loan Document in accordance with written instructions signed by the
Required Lenders (or all of the Lenders in the event that and to the extent that
this Agreement expressly requires such), and such instructions and any action
taken or failure to act pursuant thereto shall be binding on all of the Lenders.
The Lenders hereby acknowledge that neither Agent shall be under any duty to
take any discretionary action permitted to be taken by it pursuant to the
provisions of this Agreement or any other Loan Document unless it shall be
requested in writing to do so by the Required Lenders (or all of the Lenders in
the event that and to the extent that this Agreement expressly requires such).
Each Agent shall be fully justified in failing or refusing to take any action

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hereunder and under any other Loan Document unless it shall first be indemnified
to its satisfaction by the Lenders pro rata against any and all liability, cost
and expense that it may incur by reason of taking or continuing to take any such
action.

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

         10.7. Reliance on Documents; Counsel. Each Agent shall be entitled to
rely upon any Note, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex, electronic mail message, statement, paper or document believed
by it to be genuine and correct and to have been signed or sent by the proper
person or persons, and, in respect to legal matters, upon the opinion of counsel
selected by such Agent, which counsel may be employees of such Agent. For
purposes of determining compliance with the conditions specified in Sections 4.1
and 4.2, 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 by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the applicable date specifying its objection
thereto.

         10.8. Administrative Agent's Reimbursement and Indemnification. The
Lenders agree to reimburse and indemnify the Administrative Agent and the
Collateral Agent ratably in proportion to the Lenders' Pro Rata Shares (i) for
any amounts not reimbursed by the Borrower for which such Agent is entitled to
reimbursement by the Borrower under the Loan Documents, (ii) for any other
expenses incurred by such Agent on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents (including, without limitation, for any expenses incurred by such
Agent in connection with any dispute between such Agent and any Lender or
between two or more of the Lenders) and (iii) for any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against such Agent in any way relating to or arising out
of the Loan Documents or any other document delivered in connection therewith or
the transactions contemplated thereby (including, without limitation, for any
such amounts incurred by or asserted against such Agent in connection with any
dispute between such Agent and any Lender or between two or more of the
Lenders), or the enforcement of any of the terms of the Loan Documents or of any
such other documents, provided that (i) no Lender shall be liable for any of the
foregoing to the extent any of the foregoing is found in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such Agent and (ii) any indemnification
required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of
this Section 10.8, be paid by the relevant Lender in accordance with the
provisions thereof. The obligations of the Lenders under this Section 10.8 shall
survive payment of the Secured Obligations and termination of this Agreement.

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         10.9. Notice of Default. Neither Agent shall be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless such Agent has received written notice from a Lender or the
Borrower referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give prompt notice thereof to the Lenders.

         10.10. Rights as a Lender. In the event either Agent is a Lender, such
Agent shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Revolving Loan Commitment and its Credit Extensions
as any Lender and may exercise the same as though it were not an Agent, and the
term "Lender" or "Lenders" shall, at any time when an Agent is a Lender, unless
the context otherwise indicates, include such Agent in its individual capacity.
Either Agent and their respective Affiliates may accept deposits from, lend
money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Agreement or any other
Loan Document, with the Borrower or any of its Subsidiaries in which the
Borrower or such Subsidiary is not restricted hereby from engaging with any
other Person. Neither Agent, in its individual capacity, is obligated to remain
a Lender.

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

         10.12. Successor Agents. (a) The Administrative Agent may resign at any
time by giving written notice thereof to the Lenders and the Borrower, such
resignation to be effective (x) twenty (20) days after the retiring
Administrative Agent gives notice of its intention to resign, if the
Administrative Agent resigns due to its determination, in its sole discretion,
that being the Administrative Agent poses a conflict of interest for it or (y)
otherwise, upon the appointment of a successor Administrative Agent or, if no
successor Administrative Agent has been appointed, forty-five (45) days after
the retiring Administrative Agent gives notice of its intention to resign. The
Administrative Agent may be removed at any time with or without cause by written
notice received by the Administrative Agent from the Required Lenders, such
removal to be (i) subject to, so long as no Default has occurred and is
continuing, the prior written consent of the Borrower, such consent not to be
unreasonably withheld and (ii) effective on the date specified by the Required
Lenders. Upon any such resignation or removal, the Required Lenders shall have
the right to appoint, on behalf of the Borrower and the Lenders, a successor
Administrative Agent. If no successor Administrative Agent shall have been so

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appointed by the Required Lenders within thirty days after the resigning
Administrative Agent's giving notice of its intention to resign, then the
resigning Administrative Agent may appoint, on behalf of the Borrower and the
Lenders, a successor Administrative Agent. Notwithstanding the previous
sentence, the Administrative Agent may at any time without the consent of the
Borrower or any Lender, appoint any of its Affiliates which is a commercial bank
as a successor Administrative Agent hereunder. If the Administrative Agent has
resigned or been removed and no successor Administrative Agent has been
appointed, the Lenders may perform all the duties of the Administrative Agent
hereunder and the Borrower shall make all payments in respect of the Obligations
to the applicable Lender and for all other purposes shall deal directly with the
Lenders. No successor Administrative Agent shall be deemed to be appointed
hereunder until such successor Administrative Agent has accepted the
appointment. Any such successor Administrative Agent shall be a commercial bank
or other financial institution having capital and retained earnings of at least
$100,000,000. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the resigning or removed Administrative Agent. Upon the
effectiveness of the resignation or removal of the Administrative Agent, the
resigning or removed Administrative Agent shall be discharged from its duties
and obligations hereunder and under the Loan Documents. After the effectiveness
of the resignation or removal of an Administrative Agent, the provisions of this
Article X shall continue in effect for the benefit of such Administrative Agent
in respect of any actions taken or omitted to be taken by it while it was acting
as the Administrative Agent hereunder and under the other Loan Documents. In the
event that there is a successor to the Administrative Agent by merger, or the
Administrative Agent assigns its duties and obligations to an Affiliate pursuant
to this Section 10.12, then the term "Prime Rate" as used in this Agreement
shall mean the prime rate, base rate or other analogous rate of the new
Administrative Agent.

         . (b) The Collateral Agent may resign at any time by giving written
notice thereof to the Lenders and the Borrower, such resignation to be effective
(x) twenty (20) days after the retiring Collateral Agent gives notice of its
intention to resign, if the Collateral Agent resigns due to its determination,
in its sole discretion, that being the Collateral Agent poses a conflict of
interest for it, or (y) otherwise upon the appointment of a successor Collateral
Agent or, if no successor Collateral Agent has been appointed, forty-five (45)
days after the retiring Collateral Agent gives notice of its intention to
resign. The Collateral Agent may be removed at any time with or without cause by
written notice received by the Collateral Agent from the Required Lenders, such
removal to be (i) subject to, so long as no Default has occurred and is
continuing, the prior written consent of the Borrower, such consent not to be
unreasonably withheld and (ii) effective on the date specified by the Required
Lenders. Upon any such resignation or removal, the Required Lenders shall have
the right to appoint, on behalf of the Borrower and the Lenders, a successor
Collateral Agent. If no successor Collateral Agent shall have been so appointed
by the Required Lenders within thirty days after the resigning Collateral
Agent's giving notice of its intention to resign, then the resigning Collateral
Agent may appoint, on behalf of the Borrower and the Lenders, a successor
Collateral Agent. Notwithstanding the previous sentence, the Collateral Agent
may at any time without the consent of the Borrower or any Lender, appoint any
of its Affiliates as a successor Collateral Agent hereunder. If the Collateral
Agent has resigned or been removed and no successor Collateral Agent has been
appointed, the Lenders may perform all the duties of the Collateral Agent
hereunder and the Borrower shall make all payments in respect of the Obligations
to the applicable Lender and for all other purposes shall deal directly with the
Lenders. No successor Collateral Agent shall be deemed to be appointed hereunder
until such successor Collateral Agent has accepted the appointment. Any such

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successor Collateral Agent shall be a commercial bank, trust company or other
financial institution having capital and retained earnings of at least
$100,000,000. Upon the acceptance of any appointment as Collateral Agent
hereunder by a successor Collateral Agent, such successor Collateral Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the resigning or removed Collateral Agent. Upon the effectiveness
of the resignation or removal of the Collateral Agent, the resigning or removed
Collateral Agent shall be discharged from its duties and obligations hereunder
and under the Loan Documents. After the effectiveness of the resignation or
removal of a Collateral Agent, the provisions of this Article X shall continue
in effect for the benefit of such Collateral Agent in respect of any actions
taken or omitted to be taken by it while it was acting as the Collateral Agent
hereunder and under the other Loan Documents.

         10.13. Administrative Agent and Lead Arrangers Fees. The Borrower
agrees to pay to the Administrative Agent and the Lead Arrangers, for their
respective accounts, the fees agreed to by the Borrower, the Administrative
Agent and the Lead Arrangers pursuant to that certain letter agreement dated
September 3, 2004, or as otherwise agreed from time to time.

         10.14. Delegation to Affiliates. The Borrower and the Lenders agree
that each of the Administrative Agent and the Collateral Agent may delegate any
of its respective duties under this Agreement to any of its Affiliates. Any such
Affiliate (and such Affiliate's directors, officers, agents and employees) which
performs duties in connection with this Agreement shall be entitled to the same
benefits of the indemnification, waiver and other protective provisions to which
such Agent is entitled under Articles IX and X.

         10.15. Co-Agents, Documentation Agent, Syndication Agent, Etc. None of
the Lenders, if any, identified in this Agreement as a "co-agent",
"documentation agent" or "syndication agent" shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such. Without limiting the foregoing, none of
such Lenders shall have or be deemed to have a fiduciary relationship with any
Lender. Each Lender hereby makes the same acknowledgments with respect to such
Lenders as it makes with respect to the Administrative Agent and the Collateral
Agent in Section 10.11.

         10.16. Collateral Documents. (a) Each Lender authorizes the Collateral
Agent to enter into each of the Collateral Documents to which it is a party and
to take all action contemplated by such documents. Each Lender agrees that no
Holder of Secured Obligations (other than the Collateral Agent) shall have the
right individually to seek to realize upon the security granted by any
Collateral Document, it being understood and agreed that such rights and
remedies may be exercised solely by the Collateral Agent for the benefit of the
Holders of Secured Obligations upon the terms of the Collateral Documents.

                  (b) In the event that any Collateral is hereafter pledged by
any Person as collateral security for the Secured Obligations, the Collateral
Agent is hereby authorized to execute and deliver on behalf of the Holders of
Secured Obligations any Loan Documents necessary or appropriate to grant and
perfect a Lien on such Collateral in favor of the Collateral Agent on behalf of
the Holders of Secured Obligations.

                  (c) The Lenders hereby authorize the Collateral Agent, at its
option and in its discretion, to release any Lien granted to or held by the

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Collateral Agent upon any Collateral (i) upon termination of the Revolving Loan
Commitments, LC Commitments, Term Loan B Commitments and payment and
satisfaction of all of the Obligations (other than contingent indemnity
obligations and Rate Management Obligations) at any time arising under or in
respect of this Agreement or the Loan Documents or the transactions contemplated
hereby or thereby; (ii) as permitted by, but only in accordance with, the terms
of the applicable Loan Document; or (iii) if approved, authorized or ratified in
writing by the Required Lenders, unless such release is required to be approved
by all of the Lenders hereunder. Upon request by the Collateral Agent at any
time, the Lenders will confirm in writing the Collateral Agent's authority to
release particular types or items of Collateral pursuant to this Section 10.16.

                  (d) Upon any sale or transfer of assets constituting
Collateral which is permitted pursuant to the terms of any Loan Document, or
consented to in writing by the Required Lenders or all of the Lenders, as
applicable, and upon at least five Business Days' prior written request by the
Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby
irrevocably authorized by the Lenders to) execute such documents as may be
necessary to evidence the release of the Liens granted to the Collateral Agent
for the benefit of the Holders of Secured Obligations herein or pursuant hereto
upon the Collateral that was sold or transferred; provided, however, that (i)
the Collateral Agent shall not be required to execute any such document on terms
which, in the Collateral Agent's opinion, would expose the Collateral Agent to
liability or create any obligation or entail any consequence other than the
release of such Liens without recourse or warranty, and (ii) such release shall
not in any manner discharge, affect or impair the Secured Obligations or any
Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all
interests retained by the Borrower or any Subsidiary, including (without
limitation) the proceeds of the sale, all of which shall continue to constitute
part of the Collateral.

         10.17. Supplemental Collateral Agent. Anything contained herein or in
the Collateral Documents to the contrary notwithstanding, the Administrative
Agent may from time to time, when the Administrative Agent deems it necessary,
appoint one or more trustees, co-trustees, collateral co-agents or collateral
subagents (each a "Supplemental Collateral Agent") with respect to all or any
part of the Real Property Collateral. In the event that the Administrative Agent
so appoints any Supplemental Collateral Agent with respect to any Real Property
Collateral, (i) such Supplemental Collateral Agent shall automatically be
vested, in addition to the Administrative Agent, with all rights, powers,
privileges, interests and remedies of the Administrative Agent under the
Collateral Documents with respect to such Real Property Collateral; (ii) such
Supplemental Collateral Agent shall be deemed to be an "Agent" for purposes of
this Agreement and the other Loan Documents, and the provisions of Section 9.1
of the Security Agreement, this Article and Section 9.6 hereof that refer to the
Agents (or either of them) shall inure to the benefit of such Supplemental
Collateral Agent, and all references therein and in the other Loan Documents to

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the Administrative Agent shall be deemed to be references to the Administrative
Agent and/or such Supplemental Collateral Agent, as the context may require; and
(iii) the term "Administrative Agent," when used herein or in any applicable
Collateral Document in relation to the Liens on or security interests in such
Real Property Collateral granted in favor of the Administrative Agent, and any
rights, powers, privileges, interests and remedies of the Administrative Agent
with respect to such Real Property Collateral, shall be deemed to include such
Supplemental Collateral Agent; provided, however, that no such Supplemental
Collateral Agent shall be authorized to take any action with respect to any such
Real Property Collateral unless and except to the extent expressly authorized in
writing by the Administrative Agent. Should any instrument in writing from the
Borrower or any other Credit Party be required by any Supplemental Collateral
Agent so appointed by the Administrative Agent to more fully or certainly vest
in and confirming to such Supplemental Collateral Agent such rights, powers,
privileges and duties, the Borrower shall, or shall cause such Credit Party to,
execute, acknowledge and deliver any and all such instruments promptly upon
request by the Administrative Agent. If any Supplemental Collateral Agent, or
successor thereto, shall die, become incapable of acting, resign or be removed,
all the rights, powers, privileges and duties of such Supplemental Collateral
Agent, to the extent permitted by law, shall automatically vest in and be
exercised by the Administrative Agent until the appointment of a new
Supplemental Collateral Agent.

                                   ARTICLE XI
                            SETOFF; RATABLE PAYMENTS

         11.1. Setoff. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if the Borrower becomes insolvent, however
evidenced, or any other Default occurs, any and all deposits (including all
account balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of the Borrower may
be offset and applied toward the payment of the Secured Obligations owing to
such Lender, whether or not the Secured Obligations, or any part thereof, shall
then be due.

         11.2. Ratable Payments. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Outstanding Revolving Credit Exposure or its
Term B Loans (other than payments received pursuant to Section 3.1, 3.2, 3.4 or
3.5) in a greater proportion than that received by any other Lender, such Lender
agrees, promptly upon demand, to purchase a participation in the Aggregate
Outstanding Revolving Credit Exposure and Term B Loans held by the other Lenders
so that after such purchase each Lender will hold its Pro Rata Share, Revolving
Loan Pro Rata Share and Term Loan Pro Rata Share. If any Lender, whether in
connection with setoff or amounts which might be subject to setoff or otherwise,
receives collateral or other protection for its Obligations or such amounts
which may be subject to setoff, such Lender agrees, promptly upon demand, to
take such action necessary such that all Lenders share in the benefits of such
collateral ratably in proportion to their respective Pro Rata Shares. In case
any such payment is disturbed by legal process, or otherwise, appropriate
further adjustments shall be made.

                                  ARTICLE XII
                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         12.1. Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower, the
Administrative Agent and the Lenders and their respective successors and assigns
permitted hereby, except that (i) the Borrower shall not have the right to
assign its rights or obligations under the Loan Documents without the prior

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written consent of each Lender, (ii) any assignment by any Lender must be made
in compliance with Section 12.3, and (iii) any transfer by Participation must be
made in compliance with Section 12.2. Any attempted assignment or transfer by
any party not made in compliance with this Section 12.1 shall be null and void,
unless such attempted assignment or transfer is treated as a participation in
accordance with Section 12.3.2. The parties to this Agreement acknowledge that
clause (ii) of this Section 12.1 relates only to absolute assignments and this
Section 12.1 does not prohibit assignments creating security interests,
including, without limitation, (x) any pledge or assignment by any Lender of all
or any portion of its rights under this Agreement and any Note to a Federal
Reserve Bank, (y) in the case of a Lender which is a Fund, any pledge or
assignment of all or any portion of its rights under this Agreement and any Note
to its trustee in support of its obligations to its trustee or (z) any pledge or
assignment by any Lender of all or any portion of its rights under this
Agreement and any Note to direct or indirect contractual counterparties in swap
agreements relating to the Loans; provided, however, that no such pledge or
assignment creating a security interest shall release the transferor Lender from
its obligations hereunder unless and until the parties thereto have complied
with the provisions of Section 12.3. The Administrative Agent may treat the
Person which made any Loan or which holds any Note as the owner thereof for all
purposes hereof unless and until such Person complies with Section 12.3;
provided, however, that the Administrative Agent may in its discretion (but
shall not be required to) follow instructions from the Person which made any
Loan or which holds any Note to direct payments relating to such Loan or Note to
another Person. Any assignee of the rights to any Loan or any Note agrees by
acceptance of such assignment to be bound by all the terms and provisions of the
Loan Documents. Any request, authority or consent of any Person, who at the time
of making such request or giving such authority or consent is the owner of the
rights to any Loan (whether or not a Note has been issued in evidence thereof),
shall be conclusive and binding on any subsequent holder or assignee of the
rights to such Loan.

         12.2. Participations.

                  12.2.1 Permitted Participants; Effect. Any Lender may at any
         time sell to one or more banks or other entities ("Participants")
         participating interests in any Outstanding Revolving Credit Exposure of
         such Lender, any Term B Loans of such Lender, any Note held by such
         Lender, any Revolving Loan Commitment of such Lender or any other
         interest of such Lender under the Loan Documents. In the event of any
         such sale by a Lender of participating interests to a Participant, such
         Lender's obligations under the Loan Documents shall remain unchanged,
         such Lender shall remain solely responsible to the other parties hereto
         for the performance of such obligations, such Lender shall remain the
         owner of its Outstanding Revolving Credit Exposure and Term B Loans and
         the holder of any Note issued to it in evidence thereof for all
         purposes under the Loan Documents, all amounts payable by the Borrower
         under this Agreement shall be determined as if such Lender had not sold
         such participating interests, and the Borrower and the Administrative
         Agent shall continue to deal solely and directly with such Lender in
         connection with such Lender's rights and obligations under the Loan
         Documents.

                  12.2.2 Voting Rights. Each Lender shall retain the sole right
         to approve, without the consent of any Participant, any amendment,

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         modification or waiver of any provision of the Loan Documents other
         than any amendment, modification or waiver with respect to any Credit
         Extension or Revolving Loan Commitment in which such Participant has an
         interest which would require consent of all of the Lenders or all of
         the Lenders directly affected thereby pursuant to the terms of Section
         8.2 or of any other Loan Document.

                  12.2.3 Benefit of Certain Provisions. The Borrower agrees that
         each Participant shall be deemed to have the right of setoff provided
         in Section 11.1 in respect of its participating interest in amounts
         owing under the Loan Documents to the same extent as if the amount of
         its participating interest were owing directly to it as a Lender under
         the Loan Documents, provided that each Lender shall retain the right of
         setoff provided in Section 11.1 with respect to the amount of
         participating interests sold to each Participant. The Lenders agree to
         share with each Participant, and each Participant, by exercising the
         right of setoff provided in Section 11.1, agrees to share with each
         Lender, any amount received pursuant to the exercise of its right of
         setoff, such amounts to be shared in accordance with Section 11.2 as if
         each Participant were a Lender. The Borrower further agrees that each
         Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4
         and 3.5 to the same extent as if it were a Lender and had acquired its
         interest by assignment pursuant to Section 12.3, provided that (i) a
         Participant shall not be entitled to receive any greater payment under
         Section 3.1, 3.2 or 3.5 than the Lender who sold the participating
         interest to such Participant would have received had it retained such
         interest for its own account, unless the sale of such interest to such
         Participant is made with the prior written consent of the Borrower, and
         (ii) any Participant not incorporated under the laws of the United
         States of America or any State thereof agrees to comply with the
         provisions of Section 3.5 to the same extent as if it were a Lender.

         12.3. Assignments.

                  12.3.1 Permitted Assignments. Any Lender may at any time
         assign to one or more banks or other entities ("Purchasers") all or any
         part of its rights and obligations under the Loan Documents. Such
         assignment shall be evidenced by an agreement substantially in the form
         of Exhibit C or in such other form as may be agreed to by the parties
         thereto (each such agreement, an "Assignment Agreement"). Each such
         assignment with respect to a Purchaser which is not a Lender or an
         Affiliate of a Lender or an Approved Fund shall either be in an amount
         equal to the entire applicable Revolving Loan Commitment, LC
         Commitment, Term Loan B Commitment and Outstanding Revolving Credit
         Exposure and/or Term B Loans, as applicable, of the assigning Lender or
         (unless each of the Borrower and the Administrative Agent otherwise
         consents) be in an aggregate amount not less than $1,000,000 (with
         contemporaneous assignments to Approved Funds of a single Lender being
         treated as one assignment for purposes of such minimum amount). The
         amount of the assignment shall be based on the Revolving Loan
         Commitment, LC Commitment, Term Loan B Commitment, Outstanding
         Revolving Credit Exposure (if the Revolving Loan Commitment has been
         terminated) and/or outstanding Term B Loans (if the Term Loan B
         Commitment has been terminated), as applicable, subject to the
         assignment, determined as of the date of such assignment or as of the
         "Trade Date," if the "Trade Date" is specified in the Assignment
         Agreement.

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                  12.3.2 Consents. The consent of the Borrower shall be required
         prior to an assignment becoming effective unless the Purchaser is a
         Lender, an Affiliate of a Lender or an Approved Fund, provided that the
         consent of the Borrower shall not be required if (i) a Default has
         occurred and is continuing, (ii) if such assignment is in connection
         with the physical settlement of any Lender's obligations to direct or
         indirect contractual counterparties in swap agreements relating to the
         Loans or (iii) if such assignment is made in connection with the
         primary syndication of the loans and commitments hereunder. The consent
         of the Administrative Agent shall be required prior to an assignment
         becoming effective unless the Purchaser is a Lender, an Affiliate of a
         Lender or an Approved Fund. The consent of each of the LC Issuers shall
         be required prior to an assignment of any Revolving Loan Commitment any
         LC Commitment or Outstanding Revolving Credit Exposure becoming
         effective. Any consent required under this Section 12.3.2 shall not be
         unreasonably withheld or delayed.

                  12.3.3 Effect; Effective Date. Upon delivery to the
         Administrative Agent of an Assignment Agreement, together with any
         consents required by Sections 12.3.1 and 12.3.2, such assignment shall
         become effective as of the effective date specified in such assignment
         after recordation of such assignment by the Administrative Agent in the
         Register pursuant to Section 12.3.4. The Assignment Agreement shall
         contain a representation by the Purchaser to the effect that none of
         the consideration used to make the purchase of the Revolving Loan
         Commitment, LC Commitment and Outstanding Revolving Credit Exposure
         and/or Term B Loans, as applicable, under the applicable Assignment
         Agreement constitutes "plan assets" as defined under ERISA and that the
         rights and interests of the Purchaser in and under the Loan Documents
         will not be "plan assets" under ERISA. On and after the effective date
         of such assignment, such Purchaser shall for all purposes be a Lender
         party to this Agreement and any other Loan Document executed by or on
         behalf of the Lenders and shall have all the rights and obligations of
         a Lender under the Loan Documents, to the same extent as if it were an
         original party thereto, and the transferor Lender shall be released
         with respect to the Revolving Loan Commitment, LC Commitment and
         Outstanding Revolving Credit Exposure and/or Term B Loans, as
         applicable, assigned to such Purchaser without any further consent or
         action by the Borrower, the Lenders or the Administrative Agent. In the
         case of an assignment covering all of the assigning Lender's rights and
         obligations under this Agreement, such Lender shall cease to be a
         Lender hereunder but shall continue to be entitled to the benefits of,
         and subject to, those provisions of this Agreement and the other Loan
         Documents which survive payment of the Obligations and termination of
         the applicable agreement. Any assignment or transfer by a Lender of
         rights or obligations under this Agreement that does not comply with
         this Section 12.3 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 Section 12.2. Upon the consummation of any
         assignment to a Purchaser pursuant to this Section 12.3.3, the
         transferor Lender, the Administrative Agent and the Borrower shall, if
         the transferor Lender or the Purchaser desires that its Loans be
         evidenced by Notes, make appropriate arrangements so that new Notes or,
         as appropriate, replacement Notes are issued to such transferor Lender,
         if applicable, and new Notes or, as appropriate, replacement Notes, are
         issued to such Purchaser, in each case in principal amounts reflecting
         their respective Revolving Loan Commitments (or, if the Revolving Loan

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         Termination Date has occurred, their respective Outstanding Revolving
         Credit Exposure) or Term Loan B Commitments (or, if the Term Loan B
         Commitments have been terminated, outstanding Term B Loans), as
         applicable, as adjusted pursuant to such assignment.

                  12.3.4 Register. The Administrative Agent, acting solely for
         this purpose as an agent of the Borrower, shall maintain a copy of each
         Assignment Agreement delivered to it and a register for the recordation
         of the names and addresses of the Lenders, and the Revolving Loan
         Commitments of, LC Commitments of, and principal amounts of the Credit
         Extensions owing to, each Lender pursuant to the terms hereof from time
         to time (the "Register") and shall record in the Register each
         assignment pursuant to each Assignment Agreement delivered to it. 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 the
         Borrower and any Lender at any reasonable time and from time to time
         upon reasonable prior notice.

                  12.3.5 Borrower Increased Costs. Notwithstanding any other
         provision of this Agreement to the contrary, if solely and directly as
         a result of any assignment or transfer effected by a Lender under this
         Agreement, there arises or will arise any obligation on the part of the
         Borrower under Article III of this Agreement to pay any sum in excess
         of the sum (if any) which, but for such assignment or transfer, it
         would have been obliged to pay to such Lender as an additional amount
         under Article III, the Borrower shall not be obliged to pay such
         excess.

         12.4. Dissemination of Information. The Borrower authorizes each Lender
to disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "Transferee") and any
prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrower and its Subsidiaries, including
without limitation any information contained in any Reports; provided that each
Transferee and prospective Transferee agrees to be bound by Section 9.11 of this
Agreement.

         12.5. Tax Treatment. If any interest in any Loan Document is
transferred to any Transferee which is not incorporated under the laws of the
United States or any State thereof, the transferor Lender shall cause such
Transferee, concurrently with the effectiveness of such transfer, to comply with
the provisions of Section 3.5(iv).

                                  ARTICLE XIII
                                     NOTICES

         13.1. Notices; Effectiveness; Electronic Communication

                  13.1.1 Notices Generally. Except in the case of notices and
         other communications expressly permitted to be given by telephone (and
         except as provided in Section 13.1.2 below), all notices and other

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         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:

                  (i)      if to the Borrower, at its address or telecopier
                           number set forth on the signature page hereof;

                  (ii)     if to the Administrative Agent, at its address or
                           telecopier number set forth on the signature page
                           hereof;

                  (iii)    if to an Initial LC Issuer, at its address or
                           telecopier number set forth on the signature page
                           hereof;

                  (iv)     if to a Lender, to it at its address (or telecopier
                           number) set forth 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 Section
         13.1.2 below, shall be effective as provided in said Section 13.1.2.

                  13.1.2 Electronic Communications. Notices and other
         communications to the Lenders and the LC Issuers hereunder may be
         delivered or furnished by electronic communication (including e-mail
         and internet or intranet websites) pursuant to procedures approved by
         the Administrative Agent or as otherwise determined by the
         Administrative Agent, provided that the foregoing shall not apply to
         notices to any Lender or any LC Issuer pursuant to Article II if such
         Lender or such LC 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 respective discretion, agree to accept notices
         and other communications to it hereunder by electronic communications
         pursuant to procedures approved by it or as it otherwise determines,
         provided that such determination or approval 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 given during the normal business hours of the
         recipient, such notice or communication shall be deemed to have been
         given 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.

                                      101
<PAGE>

         13.2. Change of Address, Etc. Any party hereto may change its address
or telecopier number for notices and other communications hereunder by notice to
the other parties hereto.

                                  ARTICLE XIV
         COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION

         14.1. Counterparts; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract. Except as provided in Article IV, this
Agreement shall become effective when it shall have been executed by the
Borrower, the Administrative Agent, the Initial LC Issuers and the Lenders and
when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of such parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. 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.

         14.2. Electronic Execution of Assignments. The words "execution,"
"signed," "signature," and words of like import in any Assignment Agreement
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, or any other state laws based on the Uniform Electronic
Transactions Act.

                                   ARTICLE XV
          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

         15.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.

         15.2. CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE
COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL

                                      102
<PAGE>

LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, ANY LC ISSUER, ANY LENDER OR ANY
HOLDER OF SECURED OBLIGATIONS TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE
COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST THE ADMINISTRATIVE AGENT, ANY LC ISSUER, ANY LENDER OR ANY HOLDER OF
SECURED OBLIGATIONS OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, ANY LC ISSUER,
ANY LENDER OR ANY HOLDER OF SECURED OBLIGATIONS INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK CITY, NEW YORK.

         15.3. WAIVER OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT, ANY
LC ISSUER, EACH LENDER, AND EACH OTHER HOLDER OF SECURED OBLIGATIONS HEREBY
WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.



                            [Signature Pages Follow]

                                      103
<PAGE>

         IN WITNESS WHEREOF, the Borrower, the Lenders, the Initial LC Issuers
and the Administrative Agent have executed this Agreement as of the date first
above written.



                                  HEADWATERS INCORPORATED
                                   as the Borrower


                                  By:  /s/ Steven G. Stewart
                                     ----------------------------------
                                  Name:  Steven G. Stewart
                                  Title: Chief Financial Officer
                                        10653 S. River  Front Parkway, Suite 300
                                        South Jordan, Utah  84095
                                  Attention:   Steven G. Stewart
                                           Telephone:  (801) 984-9400
                                           FAX:  (801) 984-9430

<PAGE>

                            MORGAN STANLEY SENIOR FUNDING, INC., as a Lender, as
                            Swing Line Lender, as Initial LC Issuer, as
                            Administrative Agent, and as Joint Lead Arranger


                            By:  /s/ Todd Vannucci
                                ------------------------------------------------
                            Name: Todd Vannucci
                            Title: Executive Director
                                  1633 Broadway, 25th Floor
                                  New York, NY 10019

                            Attention:    James Morgan/Larry Benison
                            Telephone:  212-537-1470/1439
                            FAX:  212-537-1867/1866
                            Email: james.morgan@morganstanley.com/
                            larry.benison@morganstanley.com



                            MORGAN STANLEY & CO. INCORPORATED, as Collateral
                            Agent


                            By: /s/ Todd Vannucci

                            Name: Todd Vannucci
                            Title: Executive Director
                            1633 Broadway, 25th Floor
                            New York, NY 10019

                            Attention: James Morgan/Larry Benison
                            Telephone:  212-537-1470/1439
                            FAX:  212-537-1867/1866
                            Email: james.morgan@morganstanley.com/
                            larry.benison@morganstanley.com

<PAGE>

                            JPMORGAN CHASE BANK, as a Lender
                            and Syndication Agent


                            By: /s/ David L. Howard______________
                            Name: David L. Howard
                            Title:  Vice President
                                    2200 Ross Avenue, Floor 3
                                    Dallas, TX 75201

                            Attention: David L. Howard
                            Tel: 214-965-4756
                            Fax: 214-965-2044
                            Email: david.l.howard@chase.com

                            With a copy to:
                            Bank One, N.A.
                            Attention: Tony C. Nielsen
                            50 West Broadway, Salt Lake City, UT 84101
                            Tel: 801-481-5004/Fax: 801-481-5031
                            Email: tony_c_Nielsen@bankone.com


                            J.P. MORGAN SECURITIES
                            INC., as Joint Lead
                            Arranger


                            By: /s/ Adam G. Bernard____________
                            Name: Adam G. Bernard
                            Title:  Vice President
                                    270 Park Avenue, Floor 5
                                    New York, NY 10017

                            Attention: Adam G. Bernard
                            Tel: 212-270-9253
                            Fax: 212-270-1063
                            Email: adam.g.bernard@jpmorgan.com

<PAGE>

                            BANK ONE, NA, as Initial LC Issuer


                            By:    /s/ Tony C. Nielsen
                                  ---------------------------------------------
                            Name:           Tony C. Nielsen
                            Title:          First Vice President

                            Attention:      Tony C. Nielsen
                                            ------------------------------------
                                   Telephone:  801-481-5004
                                   FAX:  801-481-5031
                                   email:  tony_c_Nielsen@bankone.com

<PAGE>

                               COMMITMENT SCHEDULE


                           Revolving Loan Commitments

                              Amount of Revolving      % of Aggregate Revolving
Lender                          Loan Commitment             Loan Commitment
------                        -------------------      ------------------------
Morgan Stanley Senior
  Funding, Inc.                  $30,000,000                     50%

JPMorgan Chase Bank              $30,000,000                     50%
TOTAL                            $60,000,000.00                  100%



                             Term Loan B Commitments

                                Amount of Term              % of Aggregate Term
Lender                         Loan B Commitment              Loan B Commitment
------                         -----------------            -------------------
Morgan Stanley Senior
  Funding, Inc.                 $320,000,000                          50%

JPMorgan Chase Bank             $320,000,000                          50%
TOTAL                           $640,000,000.00                       100%




                           Letter of Credit Commitment

                                                      Amount of Letter of
          LC Issuer                                    Credit Commitment
          ---------                                    -----------------
Morgan Stanley Senior Funding, Inc.                      $25,000,000
Bank One, NA                                             $2,070,000
TOTAL

<PAGE>

                                PRICING SCHEDULE

========================= ============= ============= ============= ============
APPLICABLE                LEVEL I       LEVEL II      LEVEL III     LEVEL IV
MARGIN FOR REVOLVING      STATUS        STATUS        STATUS        STATUS
LOANS
------------------------- ------------- ------------- ------------- ------------
Eurodollar Rate           1.75%         2.00%         2.25%         2.50%
------------------------- ------------- ------------- ------------- ------------
Floating Rate             0.75          1.00%         1.25%         1.50%
========================= ============= ============= ============= ============

========================= ============= ============= ============= ============
APPLICABLE FEE            LEVEL I       LEVEL II      LEVEL III     LEVEL IV
RATE                      STATUS        STATUS        STATUS        STATUS
------------------------- ------------- ------------- ------------- ------------
Commitment Fee            0.50%         0.625%        0.625%        0.75%
========================= ============= ============= ============= ============


=================================== ====================== =====================
APPLICABLE                          TERM LEVEL I STATUS    TERM LEVEL II STATUS
MARGIN FOR TERM B LOANS
----------------------------------- ---------------------- ---------------------
Eurodollar Rate                     3.00%                  3.25%
----------------------------------- ---------------------- ---------------------
Floating Rate                       2.00%                  2.25%
=================================== ====================== =====================


         For the purposes of this Schedule, the following terms have the
following meanings, subject to the final paragraph of this Schedule:

         "Financials" means the annual or quarterly financial statements of the
Borrower delivered pursuant to Section 6.1.1 or 6.1.2.

         "Level I Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, the
Total Leverage Ratio is less than 3.0 to 1.0.

         "Level II Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status and (ii) the Total Leverage
Ratio is less than 3.5 to 1.0.

         "Level III Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status or Level II Status and (ii)
the Total Leverage Ratio is less than 4.0 to 1.0.

         "Level IV Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, the
Borrower has not qualified for Level I Status or Level II Status or Level III
Status.

                                       2
<PAGE>

         "Status" means (x) either Level I Status, Level II Status, Level III
Status or Level IV Status and (y) either Term Level I Status or Term Level II
Status, as applicable.

         "Term Level I Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, the
Total Leverage Ratio is less than or equal to 3.75 to 1.0.

         "Term Level II Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, the
Borrower has not qualified for Term Level I Status.

         The Applicable Margin in respect of each Facility and Applicable Fee
Rate shall be determined in accordance with the foregoing table applicable to
such Facility or fee based on the Borrower's Status as reflected in the then
most recent Financials. Adjustments, if any, to the Applicable Margin or
Applicable Fee Rate shall be effective five Business Days after the
Administrative Agent has received the applicable Financials. If the Borrower
fails to deliver the Financials to the Administrative Agent at the time required
pursuant to Section 6.1, then the Applicable Margin in respect of each Facility
and Applicable Fee Rate shall be the highest Applicable Margin and Applicable
Fee Rate set forth in the foregoing table applicable to such Facility or fee
until five days after such Financials are so delivered.

         Notwithstanding the foregoing, Level IV Status and Term Level II Status
shall be deemed to be applicable until five (5) Business Days after the
Administrative Agent's receipt of the applicable Financials for the Borrower's
fiscal quarter ending on or about September 30, 2004 and adjustments to the
Applicable Margin for each Facility and Applicable Fee Rate shall thereafter be
effected in accordance with the preceding paragraph.

                                       3
<PAGE>

                                   SCHEDULE I





                             [Intentionally Omitted]


<PAGE>


                                  SCHEDULE III

                     PERMITTED ALTERNATIVE FUEL ACQUISITION

                    Membership interests in DTE IndyCoke, LLC

<PAGE>

                                  SCHEDULE 2.20

                           EXISTING LETTERS OF CREDIT

1.       Letter of Credit no. CLS420210 dated May 17, 2004, issued by Bank One,
         NA in favor of Dow Reichold Specialty Laytex LLC in the face amount of
         $1,500,000.

2.       Letter of Credit no. CLS420287 dated June 24, 2004 (and amended June
         30, 2004), issued by Bank One, NA in favor of National Union Fire
         Insurance Company and other parties named therein as beneficiaries in
         the face amount of $470,000.

3.       Letter of Credit no. CLS420422 dated September 7, 2004, issued by Bank
         One, NA in favor of Wells Fargo Bank, National Association in the face
         amount of $100,000.

<PAGE>

                                  SCHEDULE 5.7

                                   LITIGATION

Headwaters:

1.       Boynton, et al v. Headwaters, Inc. et al, U.S. Dist. Ct. W.D. Tenn.,
         Civ. No. 1-02-1111, filed 2002.

         In October 1998, Headwaters entered into a technology purchase
         agreement with James G. Davidson and Adtech, Inc. The transaction
         transferred certain patent and royalty rights to Headwaters related to
         a synthetic fuel technology invented by Davidson. (This technology is
         distinct from the technology developed by Headwaters.) This action is
         factually related to an earlier action brought by certain purported
         officers and directors of Adtech, Inc. That action was dismissed by the
         United States District Court for the Western District of Tennessee and
         the District Court's order of dismissal was affirmed on appeal. In the
         current action, the allegations arise from the same facts, but the
         claims are asserted by certain purported stockholders of Adtech. In
         June 2002, Headwaters received a summons and complaint from the United
         States District Court for the Western District of Tennessee alleging,
         among other things, fraud, conspiracy, constructive trust, conversion,
         patent infringement and interference with contract arising out of the
         1998 technology purchase agreement entered into between Davidson and
         Adtech on the one hand, and Headwaters on the other. The complaint
         seeks declaratory relief and compensatory damages in the approximate
         amount of $10 million and punitive damages. The District Court has
         dismissed all claims against Headwaters except conspiracy and
         constructive trust. The case is set for trial in November 2004.

2.       AGTC v. Headwaters Incorporated, American Arbitration Association, Salt
         Lake City, Utah, No. 81 181 031 02, filed 2002.

         In March 1996, Headwaters entered into an agreement with AGTC and its
         associates for certain services related to the identification and
         selection of synthetic fuel projects. In March 2002, AGTC filed an
         arbitration demand in Salt Lake City, Utah claiming that it is owed
         commissions under the 1996 agreement for 8% of the revenues received by
         Headwaters from the Port Hodder project. AGTC claims approximate
         damages in a range between $520,000 and $14,000,000. Headwaters asserts
         that AGTC did not perform under the agreement and that the agreement
         was terminated and the disputes were settled in July 1996. Headwaters
         has filed an answer in the arbitration, denying AGTC's claims and has
         asserted counterclaims against AGTC. In July and August 2004, the
         arbitrator held hearings. The arbitrator has asked the parties for
         post-hearing briefs and proposed findings and conclusions.

3.       Headwaters Incorporated v. AJG Financial Services, Inc., Fourth Dist.
         Ct., State of Utah, Civ. No. 000403381, filed 2000.

                                       3
<PAGE>

         In December 1996, Headwaters entered into a technology license and
         proprietary chemical reagent sale agreement with AJG Financial
         Services, Inc. The agreement called for AJG to pay royalties and to
         purchase proprietary chemical reagent material from Headwaters. In
         October 2000, Headwaters filed a complaint in the Fourth District Court
         for the State of Utah against AJG alleging that it had failed to make
         payments and to perform other obligations under the agreement.
         Headwaters asserts claims including breach of contract, declaratory
         judgment, unjust enrichment and accounting and seeks money damages as
         well as other relief. AJG's answer to the complaint denies Headwaters'
         claims and asserted counterclaims based upon allegations of
         misrepresentation and breach of contract. AJG seeks compensatory
         damages in the approximate amount of $71 million and punitive damages.
         Headwaters denies the allegations of AJG's counterclaims. The case is
         set for trial in January 2005.

4.       EEOC and Chavez et al v. Eldorado Stone, LLC, U.S. Dist. Ct. W.D.
         Wash., Civ. No. CV03-2768P, filed 2003.

         In September 2003, the EEOC filed a complaint in the Federal District
         Court for the Western District of Washington against Eldorado Stone,
         LLC, an affiliated company, and certain individuals alleging sexual
         harassment, retaliation, and constructive discharge in violation of the
         Civil Rights Act, arising out of the operations at a Carnation,
         Washington facility. Six individual former employees joined the lawsuit
         alleging multiple related causes of action. Plaintiffs pray for
         injunctive relief as well as compensatory and punitive damages.
         Eldorado Stone has filed answers to the complaints, denying liability
         and damages. Plaintiffs have not provided a damages calculation, but
         estimates range between $500,000 and $1,000,000.

5.       McEwan v. Headwaters Incorporated, Fourth Dist. Ct., State of Utah,
         Civ. No. 040401670, filed 2004.

         In 1995, Headwaters granted stock options to a member of its board of
         directors, Lloyd , McEwan. The director resigned from the board in
         1996. Headwaters has declined McEwan's attempts to exercise most of the
         options on grounds that the options terminated. In May 2004, McEwan
         filed a complaint in the Fourth District Court for the State of Utah
         against Headwaters alleging breach of contract, breach of implied
         covenant of good faith and fair dealing, fraud, and misrepresentation.
         McEwan seeks declaratory relief as well as compensatory damages in the
         approximate amount of $2,000,000 and punitive damages. Headwaters has
         filed an answer denying McEwan's claims and has asserted counterclaims
         against McEwan. McEwan denies the counterclaims.

                                        4
<PAGE>

Tapco:(1)

1.       Eason Associates Sales Company, Inc. vs. Darin Lee Watson, Evergreene
         Marketing, Inc., John D. Greene, and Franklin Murray Hyatt, North
         Carolina Superior Court, Columbus County, Division Case No. 03CV01428.

         Eason Associate Sales Company, Inc. ("Eason"), a company which formerly
         provided sales representatives to Tapco International Corporation
         ("Tapco International"), filed a claim on November 3, 2003 against two
         former Tapco International individual sales representatives, John D.
         Greene and Franklin Murray Hyatt, seeking compensatory damages in
         excess of $10,000 and punitive damages. Although Tapco International is
         not a named defendant in the suit, Tapco International has an oral
         indemnification agreement with Mr. Greene and Mr. Hyatt and has,
         consequently, undertaken their defense. Although the suit is still
         ongoing, Tapco International believes that the General Release obtained
         from Eason pursuant to settlement of an earlier related lawsuit filed
         by Eason against Tapco International bars this second lawsuit.

2.       Richard Grubola vs. Tapco International Corporation, Wayne County
         Circuit Court, State of Michigan, Case No. 03-318496NZ.

         On June 9, 2003, Richard Grubola, an employee of Tapco International
         who was terminated in 2002, filed an age discrimination complaint.
         Although the claims was denied by the EEOC on March 10, 2003, the
         matter is still ongoing. Mr. Grubola claims compensatory damages in the
         amount of $25,000, exemplary damages in the amount of $25,000 and lost
         wages and benefits, past and future. Tapco International maintains that
         the decision to terminate Mr. Grubola was performance-related.

3.       Dinesol Building Products, Ltd. vs. Tapco International, Inc., U.S.
         District Court for the Northern District of Ohio, Case No. 4:04 CV
         0185.

         This litigation involves claims and counterclaims for both patent
         infringement and trade dress claims in connection with certain vent,
         block and shutter products. While the patent infringement claims were
         settled in June 2004 pursuant to a settlement agreement under which
         Dinesold Building Products, Ltd. agreed to change its design, the trade
         dress claims are currently being litigated.

4.       Tapco International Corporation vs. Novik Inc., U.S. District Court for
         the Eastern District of Michigan, Case No. 03-72109.

-------------
(1) The information regarding litigation involving Tapco Holdings, Inc. and its
subsidiaries ("Tapco") is based solely on information received from Tapco's
counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

                                       5
<PAGE>

         On May 29, 2003, Tapco International filed a claim of patent
         infringement against a Canadian competitor, Novik, Inc. ("Novik").
         Tapco International is seeking preliminary and permanent enjoinment of
         Novik from infringing various of its patents.

5.       Pamela Darling vs. Tapco International Corporation, Michigan Department
         of Civil Rights, Complaint/Charge No. 316048, EEOC 23AA400557C.

         Pamela Darling, a current employee of Tapco International, filed a
         claim of age, gender and disability discrimination against her
         employer. No specific amount of damages have been claimed. On January
         20, 2004, the State of Michigan Department of Civil Rights sent Tapco
         International a notice requesting a response to interrogatories and a
         statement of position with regard to the complaint. Tapco responded to
         this request in a letter dated February 17, 2004. In this letter, Tapco
         International states that no adverse employment action has been taken
         against Ms. Darling and requests that the charge be dismissed with a
         finding of no probable cause.

6.       Metamora

         There is historical contamination at the 4057 South Oak Street,
         Metamora, MI property, which has been the subject of several
         investigations. Initially, the site was targeted for investigation due
         to a disgruntled former employee's 1991 report of illegal disposal of
         hazardous waste drums in a pond on the property that has since been
         filled. Subsequent investigation discredited the employee's claims but
         did turn up modest levels of contaminants at the site. A No Further
         Action ("NFA") letter from the Michigan Department of Environmental
         Quality has been requested. There are presently no estimates of amounts
         of remediation should remediation eventually be required.

7.       Internal Revenue Service audit of Tapco Holdings, Inc. & Subsidiaries
         federal income tax returns for the tax year ended October 31, 2002.

8.       Workers Compensation claims by Brandon Montrull, Anna Hotelling,
         Matthew Little and Pamela Darling.

                                       6
<PAGE>
<TABLE>
<CAPTION>
                                  SCHEDULE 5.8

                                  SUBSIDIARIES

Headwaters:

--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
                                                                           Number of       Number of      Percentage of
                                                      Class of Equity       Shares          Shares          its Equity
        Name             Parent       Jurisdiction       Interest         Authorized      Outstanding     Interest Owned
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
<S>                   <C>             <C>            <C>                 <C>             <C>              <C>
ACM Block & Brick     ACM  Block  &       Utah         Common Stock           100             100              100
General, Inc.         Brick, LLC
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
ACM Block & Brick     American            Utah             Units              --              --               100
Partner, LLC          Construction
                      Materials, Inc.
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
ACM Block & Brick,    American            Utah             Units              --              --               100
LLC                   Construction
                      Materials,
                      Inc.
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
ACM Block & Brick,    ACM  Block  &      Texas          Partnership           --              --                1
LP                    Brick                              Interest
                      General,
                      Inc.
                      (General
                      Partner)
                      --------------                                                                     -----------------
                      ACM  Block  &                                                                             99
                      Brick
                      Partner, LLC
                      (Limited
                      Partner)
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
ACM FlexCrete, LP     ACM  Block  &      Texas          Partnership           --              --                1
                      Brick                              Interest
                      General,
                      Inc.
                      (General
                      Partner)
                      --------------                                                                     -----------------
                      ACM  Block  &                                                                             99
                      Brick
                      Partner, LLC
                      (Limited
                      Partner)
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
ACM Georgia, Inc.     ACM  Block  &     Georgia        Common Stock           100             100              100
                      Brick
                      Partner, LLC
                      (Limited
                      Partner)
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
American              Headwaters          Utah         Common Stock           100             100              100
Construction          Incorporated
Materials, Inc.
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Best Masonry  &       ISG                Texas          Common Stock       100,000           1,000             100
Tool Supply, Inc.     Resources,
                      Inc.
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Chihuahua Stone LLC   Eldorado          Delaware           Units              --              --               100
                      Stone LLC
                      (Member)
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------

                                       7
<PAGE>
<CAPTION>
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
                                                                           Number of       Number of      Percentage of
                                                      Class of Equity       Shares          Shares          its Equity
        Name             Parent       Jurisdiction       Interest         Authorized      Outstanding     Interest Owned
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
<S>                   <C>             <C>            <C>                 <C>             <C>              <C>
Covol Engineered      Headwaters          Utah             Units              --              --               100
Fuels, LC             Clean Coal
                      Corp.
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Covol Services        Headwaters          Utah         Common Stock           100             100              100
Corporation           Incorporated
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Don's Building        ISG                Texas          Partnership           --              --                1
Supply, L.P.          Manufactured                       Interest
                      Products,
                      Inc.
                      (General
                      Partner)
                      --------------                                                                     -----------------
                      ISG Partner,                                                                              99
                      Inc.
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Eagle Stone & Brick   Eldorado          Delaware           Units              --              --               100
LLC                   Stone
                      (Member)
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Eldorado              Headwaters          Utah             Units              --              --               100
Acquisition, LLC      Incorporated
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Eldorado Funding Co.  Headwaters          Utah         Common Stock           100             100              100
                      Incorporated
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Eldorado              Headwaters          Utah         Common Stock           100             100              100
G-Acquisition Co.     Incorporated
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Eldorado              Headwaters          Utah         Common Stock           100             100              100
SC-Acquisition Co.    Incorporated
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Eldorado Stone        Eldorado          Delaware           Units              --              --                4
Acquisition Co., LLC  G-Acquisition
                      Co.
                      --------------                                                                     -----------------
                      Eldorado                                                                                  96
                      Acquisition,
                      LLC
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Eldorado Stone        Eldorado         Washington      Common Stock          5000            1000              100
Corporation           Stone
                      Acquisition
                      Co., LLC
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Eldorado Stone        Eldorado            Utah             Units              --              --                50
Funding Co., LLC      G-Acquisition
                      Co.
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Eldorado Stone        Eldorado            Utah             Units              --              --                50
Funding Co., LLC      Acquisition,
                      LLC
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Eldorado Stone LLC    Eldorado          Delaware           Units              --              --                22
                      Stone
                      Coporation
                      --------------                                                                     -----------------
                      Northwest                                                                                 17
                      Stone &
                      Brick Co.,
                      Inc.
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------

                                       8
<PAGE>
<CAPTION>
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
                                                                           Number of       Number of      Percentage of
                                                      Class of Equity       Shares          Shares          its Equity
        Name             Parent       Jurisdiction       Interest         Authorized      Outstanding     Interest Owned
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
<S>                   <C>             <C>            <C>                 <C>             <C>              <C>
                      Eldorado                                                                                  24
                      SC-Acquisition
                      Co.
                      --------------                                                                     -----------------
                      Eldorado                                                                                  37
                      Stone
                      Acquisition
                      Co., LLC
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Eldorado Stone        Eldorado          Delaware           Units              --              --               100
Operations LLC        Stone LLC
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
FlexCrete Building    ISG                 Utah             Units              --              --                90
Systems, L.C.         Resources,
                      Inc.
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Florida N-Viro, L.P.  VFL               Delaware            --                --              --                51
                      Technology
                      Corporation
                      (GP)
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Florida N-Viro        VFL               Delaware           Units              --              --                52
Management, LLC       Technology
                      Corporation
                      (Member)
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Global Climate        Headwaters          Utah         Common Stock           100             100              100
Reserve Corporation   Incorporated
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Headwaters Clean      Headwaters          Utah         Common Stock           100             100              100
Coal Corp.            Incorporated
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Headwaters Heavy      Headwaters          Utah         Common Stock           100             100               90
Oil, Inc.             Incorporated
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Headwaters            Headwaters          Utah         Common Stock           100             100              100
NanoKinetix, Inc.     Incorporated
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Headwaters Olysub     Headwaters        Delaware        Common Stock        1, 000            100              100
Corporation           Incorporated
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Headwaters            Headwaters          Utah         Common Stock           100             100              100
Technology            Incorporated
Innovation Group,
Inc.
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
HTI Chemical          Headwaters       New Jersey      Common Stock        1,000,000          100              100
Subsidiary, Inc.      Technology
(f/k/a Chemsampco,    Innovation
Inc.)                 Group
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Hydrocarbon           Hydrocarbon       Canada,       Class A (Common      Unlimited       1,000,000           100
Technologies          Technologies,   province of         Voting)
Canada, Inc.          Inc.              Alberta
                      --------------                 ------------------ --------------- ---------------- -----------------
                           --                         Class B (Common     Unlimited            0                --
                                                        Non-Voting)
                      --------------                 ------------------ --------------- ---------------- -----------------
                           --                             Class C         Unlimited            0                --
                                                        (Preferred
                                                        Redeemable
                                                          Voting)
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------

                                       9
<PAGE>
<CAPTION>
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
                                                                           Number of       Number of      Percentage of
                                                      Class of Equity       Shares          Shares          its Equity
        Name             Parent       Jurisdiction       Interest         Authorized      Outstanding     Interest Owned
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
<S>                   <C>             <C>            <C>                 <C>             <C>              <C>
                           --                             Class D         Unlimited            0                --
                                                         Preferred
                                                        Redeemable
                                                          Voting)
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Hydrocarbon           Headwaters          Utah         Common Stock           100             100              100
Technologies, Inc.    Technology
                      Innovation
                      Group
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
ISG Canada Limited    ISG               Canada,         Common Stock      Unlimited           100              100
                      Resources,      province of
                      Inc.           New Brunswick
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
ISG Manufactured      ISG                 Utah          Common Stock      20,000,00          1,000             100
Products, Inc.        Resources,
                      Inc.
                      --------------                  ----------------- --------------- ---------------- -----------------
                      N/A                             Preferred Stock     10,000,000           0
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
ISG Partner, Inc.     ISG                 Utah          Common Stock      20,000,00           100              100
                      Resources,
                      Inc.
                      --------------                 ------------------ --------------- ---------------- -----------------
                      N/A                             Preferred Stock     10,000,000           0
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
ISG Resources, Inc.   Headwaters          Utah          Common Stock      8,000,000           100              100
                      Olysub
                      Corporation
                      --------------                 ------------------ --------------- ---------------- -----------------
                      N/A                             Preferred Stock      2,000,000           0
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
ISG Services          Headwaters          Utah          Common Stock         100              100              100
Corporation (f/k/a    Olysub
ISG Capital           Corporation
Corporation)
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
ISG Swift Crete,      ISG                 Utah          Common Stock      10,000,000          100              100
Inc.                  Resources,
                      Inc.
                      --------------                 ------------------ --------------- ---------------- -----------------
                      N/A                             Preferred Stock     20,000,000           0
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
L&S Stone LLC         Eldorado          Delaware           Units              --              --               100
                      Stone LLC
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
L-B Stone LLC         Eldorado          Delaware           Units              --              --               100
                      Stone LLC
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Lewis W. Osborne,     ISG              California       Common Stock        25,000          12,296             100
Inc.                  Resources,
                      Inc.
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Magna Wall, Inc.      ISG                Texas          Common Stock      1,000,000          1,000             100
                      Resources,
                      Inc.
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Northwest             Eldorado          Delaware           Units              --              --               100
Properties LLC        Stone LLC
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Northwest Stone &     Eldorado         Washington      Common Stock          5000            1000              100
Brick Co., Inc.       Stone
                      Acquisition
                      Co., LLC
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------

                                       10
<PAGE>
<CAPTION>
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
                                                                           Number of       Number of      Percentage of
                                                      Class of Equity       Shares          Shares          its Equity
        Name             Parent       Jurisdiction       Interest         Authorized      Outstanding     Interest Owned
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
<S>                   <C>             <C>            <C>                 <C>             <C>              <C>
Northwest Stone &     Eldorado          Delaware           Units              --              --               100
Brick LLC             Stone LLC
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Palestine Concrete    ISG                Texas          Partnership           --              --                1
Tile Company, L.P.    Manufactured                       Interest
                      Products,
                      Inc.
                      (General
                      Partner)
                      --------------                                                                     -----------------
                      ISG Partner,                                                                              99
                      Inc.
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
StoneCraft            Eldorado          Delaware           Units              --              --               100
Industries LLC        Stone LLC
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
Tempe Stone LLC       Eldorado          Delaware           Units              --              --               100
                      Stone LLC
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
United Terrazzo       ISG              California       Common Stock         800              16               100
Supply Co., Inc.      Resources,
                      Inc.
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------
VFL Technology        ISG             Pennsylvania     Common Stock          1000             100              100
Corporation           Resources,
                      Inc.
--------------------- -------------- --------------- ------------------ --------------- ---------------- -----------------


<CAPTION>
--------------------- ------------------ --------------- ------------------ --------------- ---------------- -----------------
                                                                               Number of       Number of      Percentage of
                                                          Class of Equity       Shares          Shares          its Equity
        Name               Parent         Jurisdiction       Interest         Authorized      Outstanding     Interest Owned
--------------------- ------------------ --------------- ------------------ --------------- ---------------- -----------------
<S>                   <C>                <C>              <C>                <C>            <C>              <C>
Tapco Holdings, Inc.     Headwaters         Michigan       Common Stock           100             100              100
                        Incorporated
--------------------- ------------------ --------------- ------------------ --------------- ---------------- -----------------
Tapco International    Tapco Holdings,      Michigan       Common Stock         60,000           1,000             100
Corporation                 Inc.
--------------------- ------------------ --------------- ------------------ --------------- ---------------- -----------------
Atlantic Shutter            Tapco        South Carolina    Common Stock         100,000          1,000             100
Systems, Inc.           International
                         Corporation
--------------------- ------------------ --------------- ------------------ --------------- ---------------- -----------------
Builder's Edge, Inc.  Wamco Corporation   Pennsylvania     Common Stock         10,000            100              100
--------------------- ------------------ --------------- ------------------ --------------- ---------------- -----------------
Comaco, Inc.          Wamco Corporation   Pennsylvania     Common Stock         10,000            100              100
--------------------- ------------------ --------------- ------------------ --------------- ---------------- -----------------
MTP, Inc. (d/b/a            Tapco             Ohio         Common Stock           75              45               100
The Foundry)            International
                         Corporation
--------------------- ------------------ --------------- ------------------ --------------- ---------------- -----------------
Metamora Products           Tapco           Michigan       Common Stock         550,000         390.407           67.47
Corporation             International
                         Corporation
--------------------- ------------------ --------------- ------------------ --------------- ---------------- -----------------
Metamora Products     Wamco Corporation     Michigan       Common Stock         550,000         390.407           32.53
Corporation
--------------------- ------------------ --------------- ------------------ --------------- ---------------- -----------------
Metamora Products         Metamora        Pennsylvania     Common Stock         400,000         400,000            100
Corporation of            Products
Elkland                  Corporation
--------------------- ------------------ --------------- ------------------ --------------- ---------------- -----------------

                                       11
<PAGE>
<CAPTION>
--------------------- ------------------ --------------- ------------------ --------------- ---------------- -----------------
                                                                               Number of       Number of      Percentage of
                                                          Class of Equity       Shares          Shares          its Equity
        Name               Parent         Jurisdiction       Interest         Authorized      Outstanding     Interest Owned
--------------------- ------------------ --------------- ------------------ --------------- ---------------- -----------------
<S>                   <C>                <C>              <C>                <C>            <C>              <C>
Tapco Europe                Tapco        United Kingdom    Common Stock         600,000         501,000            100
Limited                 International
                         Corporation
--------------------- ------------------ --------------- ------------------ --------------- ---------------- -----------------
Vantage Building            Tapco           Michigan        Common Stock        1,000            1,000             100
Products Corporation    International
                         Corporation
--------------------- ------------------ --------------- ------------------ --------------- ---------------- -----------------
Wamco Corporation         Metamora          Michigan       Common Stock         100,000         85,000             100
                          Products
                       Corporation of
                           Elkland
--------------------- ------------------ --------------- ------------------ --------------- ---------------- -----------------

                                       12
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                               SCHEDULE 5.14(a)(i)

                               OWNED REAL PROPERTY

Headwaters:

------------------------------- ------------------------------------------------ -------------------------------------------
Record Owner                    Facility & Address                               Book Value
------------------------------- ------------------------------------------------ -------------------------------------------
<S>                             <C>                                              <C>
Headwaters Incorporated         Wellington Property ("Sunnyside")                $45,000
                                Near 5171 S. Farnham Rd.
                                Price, UT  84501
                                Carbon County
------------------------------- ------------------------------------------------ -------------------------------------------
Headwaters Technology           New Jersey Facility                              $766,662.17
Innovation Group                1501 New York Avenue
                                Lawrenceville, NJ  08648
                                Mercer County
------------------------------- ------------------------------------------------ -------------------------------------------
ISG Resources ("ISG             Centralia Storage                                $487,839.16
Resources")                     1720 Lum Road
                                Centralia, WA  98531
                                Lewis County
------------------------------- ------------------------------------------------ -------------------------------------------
ISG Resources                   Irondale (Denver) Terminal                       $2,854,604.77
                                8850 Yosemite Street
                                Henderson, CO  80640
                                Adams County
------------------------------- ------------------------------------------------ -------------------------------------------
ISG Resources                   Ogden Storage Terminal                           $16,598.60
                                2911 Pacific Avenue
                                Ogden, UT  844091
                                Weber County
------------------------------- ------------------------------------------------ -------------------------------------------
ISG Resources                   Pomona Terminal                                  $3,613,375.67
                                1345 - 1347 Philadelphia Street
                                Pomona, CA  91766
                                Los Angeles County
------------------------------- ------------------------------------------------ -------------------------------------------
ISG Resources                   Altavista                                        $70,000
                                Near Virginia Secondary State Route #12
                                Altavista, VA  24517
                                Campbell County
------------------------------- ------------------------------------------------ -------------------------------------------
ISG Resources                   Bull Run / Lost Ridge                            $699,716.80
                                104 Garden Road
                                Clifton, TN  37716
                                Anderson County
------------------------------- ------------------------------------------------ -------------------------------------------
ISG Resources                   Cape Fear                                        $94,564.43
                                2250 Commerce Dr.
                                Leland, NC  28451
                                Brunswick County
------------------------------- ------------------------------------------------ -------------------------------------------
ISG Resources                   MTRF (Testing Facility)                          $552,640.38
                                2650 Highway 113, SW
                                Taylorsville, GA  30178
                                Bartow County
------------------------------- ------------------------------------------------ -------------------------------------------
ISG Resources                   Pacolet Terminal                                 $205,308.26
                                520 Calico Drive
                                Pacolet, SC  29372
                                Spartanburg County
------------------------------- ------------------------------------------------ -------------------------------------------
American Construction           Best / Magna Wall - Bagging Plant & Testing      $677,902.03 (combined value of both
Materials / ACM Mortars &       Facility                                         Callaghan Road properties)
Stucco                          5033 Callaghan Road
                                San Antonio, TX  78228
                                Bexar County
------------------------------- ------------------------------------------------ -------------------------------------------

                                       13
<PAGE>
<CAPTION>
------------------------------- ------------------------------------------------ -------------------------------------------
<S>                             <C>                                              <C>
American Construction           Best Masonry - San Antonio Store                 See above
Materials / ACM Mortars &       5014 Callaghan Road
Stucco                          San Antonio, TX  78228
                                Bexar County
------------------------------- ------------------------------------------------ -------------------------------------------
American Construction           Best Masonry - South Houston Store               $304,574.24
Materials / ACM Mortars &       14702 Jersey Shore Drive
Stucco                          Houston, TX  77047
                                Harris County
------------------------------- ------------------------------------------------ -------------------------------------------
American Construction           Don's Building Supply - Dallas Store & Facility  $592,940.90
Materials / ACM Mortars &       2327 Langford Street
Stucco                          Dallas, TX  75208
                                Dallas County
------------------------------- ------------------------------------------------ -------------------------------------------
American Construction           LW Osborne Plant / United Terrazzo               $1,128,821.20
Materials / ACM Mortars &       16005 Phoebe Avenue
Stucco                          La Mirada, CA  09638
                                Los Angeles County
------------------------------- ------------------------------------------------ -------------------------------------------
ACM Block & Brick               Palestine - Dallas Facility                      $2,465,875.03
                                2202 Chalk Hill Road
                                Dallas, TX  75212
                                Dallas County
------------------------------- ------------------------------------------------ -------------------------------------------
ACM Block & Brick               Palestine - Palestine Facility                   $791,729.51
                                2500 W. Reagan Road
                                Palestine, TX  75802
                                Anderson County
------------------------------- ------------------------------------------------ -------------------------------------------
ACM Block & Brick, L.P.         Corporate Office / Facility                      $1,826,700
(d/b/a Southwest Concrete       2088 FM 949
Products) ("ACM Block &         Alleyton, TX  78935
Brick")                         Colorado County
------------------------------- ------------------------------------------------ -------------------------------------------
ACM Block & Brick               Magnolia                                         $135,000
                                32906 and 32808 Riverwood Street
                                Magnolia, TX  77354
                                Montgomery County
------------------------------- ------------------------------------------------ -------------------------------------------
ACM Block & Brick               San Antonio                                      $2,920,400
                                2233 Ackerman Road
                                San Antonio, TX  78219
                                Bexar County
------------------------------- ------------------------------------------------ -------------------------------------------
Eldorado Stone West             Carnation                                        $2,300,000
                                31610 NE 40th Street, Building B
                                Carnation, WA  98014
                                King County
------------------------------- ------------------------------------------------ -------------------------------------------
Eldorado Stone Northwest        Arlington (Northwest Stone & Brick)              $1,150,000
                                5925 199th Street NE and
                                6906 Cemetery Road
                                Arlington, WA  98223
                                Snohomish County
------------------------------- ------------------------------------------------ -------------------------------------------
Eldorado Stone Northwest        Royal City                                       $750,000
                                3997 Road 13.6 SW
                                Royal City, WA  99357
                                Grant County
------------------------------- ------------------------------------------------ -------------------------------------------

                                       14
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Tapco:

------------------------------- ------------------------------------------------ -------------------------------------------
Record Owner                    Facility & Address                               Book Value
------------------------------- ------------------------------------------------ -------------------------------------------
<S>                             <C>                                              <C>
1.   Metamora Products          4057 South Oak Street                            $1,063,298
     Corporation                Metamora, MI  48455
                                Lapeer County
------------------------------- ------------------------------------------------ -------------------------------------------
2.   Metamora Products          4063-4073 South Oak Street                       Items (2)  - (6):  $3,684,690
     Corporation                Metamora, MI 48455
------------------------------- ------------------------------------------------ -------------------------------------------
3.   Metamora Products          4029 South Oak Street
     Corporation                Metamora, MI 48455
                                Lapeer County
------------------------------- ------------------------------------------------ -------------------------------------------
4.   Metamora Products          3.5 acre parcel on Dryden Road
     Corporation                Metamora, MI 48455
                                Lapeer County
------------------------------- ------------------------------------------------ -------------------------------------------
5.   Metamora Products          3951 Timbro Drive
     Corporation                Metamora, MI 48455
                                Lapeer County
------------------------------- ------------------------------------------------ -------------------------------------------
6.   Metamora Products          3939 Timbro Drive
     Corporation                Metamora, MI 48455
                                Lapeer County
------------------------------- ------------------------------------------------ -------------------------------------------
7.   Metamora Products          Elkland Industrial Park                          $7,575,176
     Corporation of Elkland     Elkland, PA  16920
                                Tioga County
------------------------------- ------------------------------------------------ -------------------------------------------
8.   Wamco Corporation          29797 Beck Road                                  $3,310,576
                                Wixom, MI  48096
                                Oakland County
------------------------------- ------------------------------------------------ -------------------------------------------
9.   Wamco Corporation          558 Morrice Blvd.                                $1,700,334
                                Imlay City, MI  48444
                                Lapeer County
------------------------------- ------------------------------------------------ -------------------------------------------

                                       15
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                              SCHEDULE 5.14(a)(ii)

                              REAL PROPERTY LEASES

Headwaters:

--------------------------- -------------- --------------------- ----------------------- --------------- -------------
                                                                                         Expiration      Annual Base
Address of Rental Property  Space          Lessee                Lessor                  Date of Lease   Rent
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
<S>                         <C>            <C>                   <C>                     <C>             <C>
10653 S. River Front        29,122 sq ft   Headwaters            RiverPark One, LLC      8/01/07         $490,512
Pkwy, Ste 300                              Incorporated
South Jordan, UT 84095
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
11778 South Election        7,648 sq. ft.  Headwaters            Draper C.G., LLC        12/31/05        $49,712
Drive, 2 Floor                             Incorporated
Salt Lake County
Draper, UT  84020
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
9498 South 670 West         13,600 sq ft   American              David Blaylock          8/31/07         $78,000
Sandy, UT 84070                            Construction
                                           Materials, Inc.
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
2025 W. Hazelton            8.49 acres     ISG Resources, Inc.   Daphne Ann Munzer       10/04/13        $247,500
Stockton, CA 95203
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
951 Industry Drive          1,263 sq ft    ISG Resources, Inc.   Calwest Industrial      7/31/07         $17,364
Tukwila, WA 98188                                                Holdings, LLC
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
3045 W. 28th Street         --             ISG Resources, Inc.   Sizemore Properties,    9/31/05         $15,900
Pine Bluff, AR 71603                                             LLC
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
4043 North Euclid Ave.      2,566 sq ft    ISG Resources, Inc.   Raymond E. & Betty L.   8/31/04         $24,000
Bay City, MI 48706                                               Johnson
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
12150 Tribune Blvd.         2.09 acres     ISG Resources, Inc.   PGBK Properties, LC     11/12/07        $37,208
Punta Gorda, FL 33955
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
16 Hagerty Blvd.            20,000 sq ft   VFL Technology        D&L Development Co.     4/07            $186,000
West Chester, PA 19382                     Corporation
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
48699 Franklin 275          10,000 sq ft   VFL Technology        Luburgh, Inc.           6/30/05         $30,000
Coshocton, OH 43812                        Corporation
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
841 Juniper Crescent,       1,500 sq ft    VFL Technology        Vito Covino             2/28/05         $11,856
Ste 102                                    Corporation
Chesapeake, VA 23320
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
16745 W. Hardy Rd.          20,000 sq ft   Best Masonry & Tool   Trust Management Co.    7/31/09         $86,400
Houston, TX 77060                          Supply, Inc.
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
3405 Martin Farm Rd.        16,000 sq ft   Best Masonry & Tool   Inland.Sims.Development,3/31/07         $104,000
Bldg 200                                   Supply, Inc.          LLC
Suwanee, GA 30024
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
300 N. Throckmorton #101    5,000 sq ft    Don's Building        Meyers Industrial Park  8/30/04         $13,200
McKinney, TX 75069                         Supply, L.P.
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
1109 Upland Drive           5,000 sq ft    ACM Block & Brick,    Hartman real Estate     6/30/07         $30,000
Suite C                                    LP (dba Southwest     Investment trust
Houston, TX 77043                          Concrete Products)
--------------------------- -------------- --------------------- ----------------------- --------------- -------------

                                       16
<PAGE>
<CAPTION>
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
                                                                                         Expiration      Annual Base
Address of Rental Property  Space          Lessee                Lessor                  Date of Lease   Rent
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
<S>                         <C>            <C>                   <C>                     <C>             <C>
1605 Genoa Red Bluff        5,000 sq ft    ACM Block & Brick,    Jackson Industries      7/01/09         $72,000
Pasadena, TX 77504                         LP (dba Southwest
                                           Concrete Products)
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
1420 Grand Avenue           16,302 sq ft   StoneCraft            Allspace San Marcos     11/24/05        $133,020
San Marcos, CA 92062                       Industries, Inc.
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
1370 Grand Avenue           14,000 sq ft   StoneCraft            Dewey Real Properties   9/30/06         $34,080
San Marcos, CA 92062                       Industries, Inc.      Management Company
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
Lot 58, Pueblo Memorial     25,650 sq ft   StoneCraft            Pueblo Development      1/09/10         $138,468
Airport (Industrial Park                   Industries, Inc.      Foundation
Subdivision) Pueblo, CO 81001
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
9550 Hermosa Avenue         60,640 sq ft   Eldorado Stone LLC    Toth Enterprises        4/30/07         $362,827
Rancho Cucamonga, CA 91730
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
520 Zephyr Street           25,500 sq ft   StoneCraft            McCall Development LLC  4/30/07         $110,160
Stockton, CA 95206                         Industries LLC
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
1510 West Drake St.         50,700 sq ft   Tempe Stone LCC       Steven R. and Lorelei   5/01/06         $80,000
Tempe, AZ 85283                                                  J. Coultrap as
                                                                 Trustees under the
                                                                 Joint Living Trust UDA
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
221 Mill Street             21,390 sq ft   Eagle Stone & Brick   Glenn Gielow & Debra    1/02/06         $54,999
Red Bud, IL 62278                          LLC                   Gielow
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
1001 South Reilly Rd.       --             L&S Stone LLC         Eugene R. Strite        6/30/05         $39,600
Fayetteville, NC 28314
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
9156 Molly Pitcher Highway  --             L&S Stone LLC         Eugene R. Strite &      6/30/05         $226,200
Greencastle, PA 17225                                            Karen J. Strite
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
8642 Molly Pitcher Highway  --             L&S Stone LLC         KJS Properties, L.L.C.  6/30/05         90,000
Greencastle, PA 17225
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
167 Maple Street            45,000         L-B Stone LLC         Reusser Realty          12/30/05        $159,999
Apple Creek, OH 44606
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
15 Lorna Dorne Blvd.        --             L&S Stone LLC         The Estate of James     11/14/04        $34,980
Orlando, FL 32805                                                Dollar
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
18083 SW Lower Boones       11,750 sq ft   Northwest Stone &     Raymond R. Leagjeld,    3/18/05         $48,000
Ferry Rd.                                  Brick Company, LLC    Richard A. Leagjeld &
Tigard, OR 97224                                                 Dorothy T. Leagjeld
--------------------------- -------------- --------------------- ----------------------- --------------- -------------

                                       17
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Tapco:

--------------------------- -------------- --------------------- ----------------------- --------------- -------------
                                                                                         Expiration      Annual Base
Address of Rental Property  Space          Lessee                Lessor                  Date of Lease   Rent
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
<S>                         <C>            <C>                   <C>                     <C>             <C>
1470 Imlay City Road        27,000 sq.     Metamora Products     Novak Industrial        10/31/04        $108,000
Lapeer, MI  48446           ft.            Corporation           Center, L.L.C.
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
300 E. Second Street        16,000 sq.     Metamora Products     Mold Masters Co.        12/1/04         $50,400
Imlay City, MI  48444       ft.            Corporation
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
31 First Street, Building   28,000 sq.     Metamora Products     Dresser-Rand Company    10/22/04        $63,000
36                          ft.            Corporation
Painted Post, NY  14870
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
Approx. 1 acre of vacant    --             Metamora Products     The Village of          2006            $1819.20
land adjacent to 4057                      Corporation           Metamora
South Oak Street
Metamora, MI  48455
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
3210 South Main Street      28,000 sq.     MTP, Inc.             PTM Properties, LLC     8/31/06         $72,348
Middletown, OH  45044       ft.
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
1301 Hook Drive             30,926 sq.     MTP, Inc.             Blake Enterprise, LLC   11/30/05        $92,778
Middletown, OH  45044       ft.
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
1715 Reinartz               18,500 sq.     MTP, Inc.             Perry Thatcher          Month-to-month  $24,456
Middletown, OH  45042       ft.
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
413-415 Main Street         2,200 sq. ft.  Tapco International   South Main Partners     Month-to-month  $21,000
Pittsburgh, PA  15215                      Corporation
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
3217 Highway 301 South      80,000 sq.     Tapco International   Cottingham Asset        5/19/05         $30,506.04
Latta, SC  29565            ft.            Corporation           Management, LLC
--------------------------- -------------- --------------------- ----------------------- --------------- -------------
Units 22 & 32, Tokenspire   17,500 sq.     Tapco Europe, Ltd.    P.A.T. (Pensions)       1/30/06         (pound)59,736
Business Park               ft.                                  Limited
Hull Rd. Woodmansey
Beverley
Yorkshire
HU17  0TB
United Kingdom
--------------------------- -------------- --------------------- ----------------------- --------------- -------------

                                       18
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                              SCHEDULE 5.14(a)(iii)

                                  TENANT LEASES

Headwaters:

------------------ ---------------------------------------- ---------------------- --------------------- --------------
    LESSEE /
SUBLESSEE ADDRESS                                                  LEASED               EST. SPACE        ANNUAL RENT
-----------------------------------------------------------------------------------------------------------------------
                                          HEADWATERS CORPORATE HEADQUARTERS
-----------------------------------------------------------------------------------------------------------------------
<S>                <C>                                      <C>                    <C>                   <C>
O'Currance, Inc.   11778 South Election Drive, 2 Floor      Lease                  7,648 sq ft           $47,799.96
                   Salt Lake County                         Exp. 12/31/05
Draper, UT 84020
-----------------------------------------------------------------------------------------------------------------------
                                                 ISG RESOURCES, INC.
-----------------------------------------------------------------------------------------------------------------------
World Wide         1347 E. Philadelphia, Suite 200          Lease                  40,000 sq ft.         $82,750.20
Inflatables        Pomona, CA  91766                        Exp.
                                                            8/30/06
-----------------------------------------------------------------------------------------------------------------------
                                              STONECRAFT INDUSTRIES, LLC
-----------------------------------------------------------------------------------------------------------------------
Racetronics, Inc.  1420 Grand Avenue, Suites A&B            Lease                  1,512 sq ft           $25,404.00
                   San Marcos, CA  92069                    Exp.
                                                            Mo to Mo.
------------------ ---------------------------------------- ---------------------- --------------------- --------------
                                                            Lease                  1,512 sq ft           $12,708.00
Timothy W. Nash    1420 Grand Avenue, Suite C               Exp.
                   San Marcos, CA  92069                    Mo. to Mo.
------------------ ---------------------------------------- ---------------------- --------------------- --------------

Tapco:

None.

                                                               19
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                              SCHEDULE 5.14(b)(iii)

                         OWNED REAL PROPERTY COLLATERAL

------------------------------- ------------------------------------------------ -------------------------------------------
         Record Owner                        Facility and Address                                Book Value
------------------------------- ------------------------------------------------ -------------------------------------------
<S>                             <C>                                              <C>
ISG Resources                   Irondale (Denver) Terminal                       $2,854,604.77
                                8850 Yosemite Street
                                Henderson, CO  80640
                                Adams County
------------------------------- ------------------------------------------------ -------------------------------------------
American Construction           Don's Building Supply - Dallas Store & Facility  $592,940.90
Materials / ACM Mortars &       2327 Langford Street
Stucco                          Dallas, TX  75208
                                Dallas County
------------------------------- ------------------------------------------------ -------------------------------------------
Headwaters Technology           New Jersey Facility                              $766,662.17
Innovation Group                1501 New York Avenue
                                Lawrenceville, NJ  08648
                                Mercer County
------------------------------- ------------------------------------------------ -------------------------------------------
American Construction           LW Osborne Plant / United Terrazzo               $1,128,821.20
Materials / ACM Mortars &       16005 Phoebe Avenue
Stucco                          La Mirada, CA  09638
                                Los Angeles County
------------------------------- ------------------------------------------------ -------------------------------------------
ISG Resources                   Pomona Terminal                                  $3,613,375.67
                                1345 - 1347 E. Philadelphia Street
                                Pomona, CA  91766
                                Los Angeles County
------------------------------- ------------------------------------------------ -------------------------------------------
ACM Block & Brick               Palestine - Dallas Facility                      $2,465,875.03
                                2202 Chalk Hill Road
                                Dallas, TX  75212
                                Dallas County
------------------------------- ------------------------------------------------ -------------------------------------------
Eldorado Stone West             Carnation                                        $2,300,000
                                31610 NE 40th Street, Building B
                                Carnation, WA  98014
                                King County
------------------------------- ------------------------------------------------ -------------------------------------------
Eldorado Stone Northwest        Arlington (Northwest Stone & Brick)              $1,150,000
                                5925 199th Street NE and
                                6906 Cemetery Road
                                Arlington, WA  98223
                                Snohomish County
------------------------------- ------------------------------------------------ -------------------------------------------
Eldorado Stone Northwest        Royal City                                       $750,000
                                3997 Road 13.6 SW
                                Royal City, WA  99357
                                Grant County
------------------------------- ------------------------------------------------ -------------------------------------------
Metamora Products Corporation   4057 South Oak Street                            $2,416,073
                                Metamora, MI  48455
                                Lapeer County
------------------------------- ------------------------------------------------ -------------------------------------------
Metamora Products Corporation   4029 South Oak Street                            $186,891
                                Metamora, MI  48455
                                Lapeer County
------------------------------- ------------------------------------------------ -------------------------------------------
Metamora Products Corporation   3.5 acre parcel on Dryden Road                   $75,120
                                Metamora, MI  48455
                                Lapeer County
------------------------------- ------------------------------------------------ -------------------------------------------
Metamora Products Corporation   3951 Timbro Drive                                $200,000
                                Metamora, MI  48455
                                Lapeer County
------------------------------- ------------------------------------------------ -------------------------------------------

                                       20
<PAGE>
<CAPTION>
------------------------------- ------------------------------------------------ -------------------------------------------
<S>                             <C>                                              <C>
Metamora Products Corporation   3939 Timbro Drive                                $1,935652
                                Metamora, MI  48455
                                Lapeer County
------------------------------- ------------------------------------------------ -------------------------------------------
Metamora Products Corporation   Elkland Industrial Park                          $10,263,694
of Elkland                      Elkland, PA  16920
                                Tioga County
------------------------------- ------------------------------------------------ -------------------------------------------
Wamco Corporation               29797 Beck Road
                                Wixom, MI  48096
                                Oakland County
------------------------------- ------------------------------------------------ -------------------------------------------
Wamco Corporation               558 Morrice Blvd.
                                Imlay City, MI  48444
                                Lapeer County
------------------------------- ------------------------------------------------ -------------------------------------------

                                       21
</TABLE>
<PAGE>

                                  SCHEDULE 6.10

                          PERMITTED RESTRICTED PAYMENTS

Headwaters:

Headwaters Heavy Oil, Inc. stock purchase

Tapco:

None.

                                       22
<PAGE>
<TABLE>
<CAPTION>
                                SCHEDULE 6.13(A)

                              EXISTING INVESTMENTS

Headwaters:

UBS
One Commercial Place, 11th Floor
Norfolk, VA 23510

------------------------- ------------------------------------------------------ ----------------------------
                                                                                 Approximate
Account                   Description                                            Current Value
------------------------- ------------------------------------------------------ ----------------------------
<S>                       <C>                                                    <C>
VN23463                   Government Securities,                                 $25,100,000
                          Mortgage Backed Securities
------------------------- ------------------------------------------------------ ----------------------------
VN23464                   HDWTRS Common Stock                                     $3,000,000
------------------------- ------------------------------------------------------ ----------------------------
VN24917                   HDWTRS Common Stock                                     $9,000,000
------------------------- ------------------------------------------------------ ----------------------------
VN25717                   Foreign Equities                                          $200,000
------------------------- ------------------------------------------------------ ----------------------------
VN25718                   U. S. Equities                                            $235,000
------------------------- ------------------------------------------------------ ----------------------------
VN28871                   Money Market Funds,                                       $275,000
                          Government Securities,
                          Mortgage Backed Securities
------------------------- ------------------------------------------------------ ----------------------------

See also all non-subsidiary investments listed on Schedule 6.13(B).

Tapco:

None.

                                       23
</TABLE>
<PAGE>


                                SCHEDULE 6.13(B)

                           NON-SUBSIDIARY INVESTMENTS

Headwaters:

Environmental Technologies Group, LLC - Headwaters Incorporated holds a 50%
membership interest.

FT Solutions, LLC - Headwaters Technology Innovation Group, Inc. holds a 50%
membership interest.

FlexCrete Building Systems, L.C. - ISG Resources, Inc. holds a 90% membership
interest.

Florida N-Viro Management, LLC - VFL Technology Corporation holds a 52%
membership interest.

Florida N-Viro, L.P. - VFL Technology Corporation holds a 51% partnership
interest

Tapco:

None.


                                       24
<PAGE>
<TABLE>
<CAPTION>
                                SCHEDULE 6.14(A)

                              EXISTING INDEBTEDNESS

Headwaters:

Headwaters Incorporated
August 31, 2004

--------------------------------------------------------------------------------------------- ---------------------
                                                                                                  Approximate
Description                                                                                    Amount Outstanding
--------------------------------------------------------------------------------------------- ---------------------
<S>                                                                                           <C>
2 7/8% Convertible Senior Subordinated Notes Due 2016                                                $172,500,000
--------------------------------------------------------------------------------------------- ---------------------
Note payable to a bank, quarterly principal payments of $90,278 with interest at 1/2% above            $5,687,500
LIBOR (interest rate floor of 4.5%)
--------------------------------------------------------------------------------------------- ---------------------
Note payable to a bank, quarterly principal payments of $100,000 with interest at 1/2% below           $1,100,000
the bank's rate (3.5% at August 31, 2004)
--------------------------------------------------------------------------------------------- ---------------------
Note payable to a bank, quarterly principal payments of $107,143 beginning January 1, 2005             $3,000,000
with interest at 1/2% above LIBOR (interest rate floor of 4.5%).  A balloon payment of
approximately $1,285,000 is due November 2008.
--------------------------------------------------------------------------------------------- ---------------------
                                                                                       Total         $182,287,500
--------------------------------------------------------------------------------------------- ---------------------

<CAPTION>
Tapco:

Capital / Equipment Leases of MPT, Inc.:

------------------------ --------------- --------------- --------------- --------- --------- ---------- --------------
Lessor                   Leased Asset    Contract #      2004 Remaining  2005      2006      2007       Total
------------------------ --------------- --------------- --------------- --------- --------- ---------- --------------
<S>                      <C>             <C>             <C>             <C>       <C>       <C>        <C>
Citicorp Del-Lease,      Caterpillar     005-0014388-002 $1204           $3756     $3982     $3860      $12802
Inc.                     Lift Truck
------------------------ --------------- --------------- --------------- --------- --------- ---------- --------------
Citicorp Del-Lease,      Caterpillar     005-0014388-001 $1506           $3769     $1638                $6913
Inc.                     Lift Truck
------------------------ --------------- --------------- --------------- --------- --------- ---------- --------------
M&I First National       Material        0147880-000     $1326           $4337     $1977                $7640
Leasing                  Grinder
------------------------ --------------- --------------- --------------- --------- --------- ---------- --------------
The CIT Group            Barrel and      90076445        $4924           $15828    $16013               $36765
                         screw,
                         conveyor,
                         other various
                         equipment
------------------------ --------------- --------------- --------------- --------- --------- ---------- --------------

                                       25
<PAGE>
<CAPTION>
------------------------ --------------- --------------- --------------- --------- --------- ---------- --------------
<S>                      <C>             <C>             <C>             <C>       <C>       <C>        <C>
The CIT Group            Additive        90080253        $3198           $10308    $10468               $23974
                         feeder, other
                         various
                         equipment
------------------------ --------------- --------------- --------------- --------- --------- ---------- --------------
The CIT Group            Form, trim      90093652        $8796           $26324    $29183    $21196     $85499
                         and punch
                         station;
                         conveyor; die
------------------------ --------------- --------------- --------------- --------- --------- ---------- --------------
The CIT Group            Chiller,        90094528        $2644           $8599     $9697     $8077      $29017
                         vacuum
                         system, other
                         various
                         equipment
------------------------ --------------- --------------- --------------- --------- --------- ---------- --------------
TOTAL                                                    $23,598         $72921    $72958    $33,133    $202,610
------------------------ --------------- --------------- --------------- --------- --------- ---------- --------------

                                       26
</TABLE>
<PAGE>

                                SCHEDULE 6.14(B)

             SUBORDINATION PROVISIONS RE. INTERCOMPANY INDEBTEDNESS

Notwithstanding any provision contained in this [Note] to the contrary, the
indebtedness (principal, interest (including, without limitation, any such
interest accruing subsequent to the filing by or against the Headwaters
Incorporated or any subsidiary (collectively, "Loan Parties") of any proceeding
brought under any applicable bankruptcy or insolvency law, including, without
limitation, Chapter 11 of the United States Bankruptcy Code (11 U.S.C. Section
100 et seq.), whether or not such interest is allowed as a claim pursuant to the
provisions of any such applicable law), collection costs and expenses and other
amounts) of [identify Borrower or Subsidiary] to the holder of this Note
evidenced by or arising under or in respect of this Note (collectively, the
"Subordinated Indebtedness") is and shall at all times be wholly subordinate and
junior in right of payment to any and all other present and future indebtedness
(principal, premium, if any, interest (including, without limitation, any such
interest accruing subsequent to the filing by or against any Loan Party of any
proceeding brought under any applicable bankruptcy or insolvency law, including,
without limitation, Chapter 11 of the United States Bankruptcy Code (11 U.S.C.
Section 100 et seq.), whether or not such interest is allowed as a claim
pursuant to the provisions of any such applicable law), fees, collection costs
and expenses and/or other amounts), liabilities and obligations (including,
without limitation, letter of credit reimbursement obligations) of any Loan
Party for or with respect to borrowed money, letters of credit and/or interest
rate swaps and/or hedges which is incurred under or in connection with that
certain Credit Agreement dated as of March 31, 2004 by and among Headwaters
Incorporated, certain lenders party thereto and Bank One, NA as administrative
agent, as the same may be amended, restated, supplemented or otherwise modified
from time to time (collectively, the "Senior Indebtedness"), in the manner and
with the force and effect hereinafter set forth:

                  (a) in the event of (i) any liquidation, dissolution or other
         winding up of any Loan Party, voluntary or involuntary, (ii) any
         receivership, insolvency, bankruptcy, liquidation, readjustment,
         reorganization, composition or other similar proceeding relative to any
         Loan Party or its property, (iii) any general assignment by any Loan
         Party for the benefit of creditors or (iv) any distribution, division,
         marshaling or application of any of the properties or assets of any
         Loan Party or the proceeds thereof to creditors, voluntary or
         involuntary, and whether or not involving legal proceedings, then and
         in any such event:

                           (A) all principal, premium, if any, interest
                  (including, without limitation, any such interest accruing
                  subsequent to the filing by or against any Loan Party of any
                  proceeding brought under any applicable bankruptcy or
                  insolvency law, including, without limitation, Chapter 11 of
                  the United States Bankruptcy Code (11 U.S.C. Section 100 et
                  seq.)), whether or not such interest is allowed as a claim
                  pursuant to the provisions of any such applicable law), fees,
                  collection costs and expenses and other amounts owing on or in
                  respect of any of the Senior Indebtedness shall first be paid
                  in full in cash before any payment or distribution of any kind
                  or character, whether in cash, property or securities (other

                                       27
<PAGE>

                  than in securities, including equity securities, or other
                  evidences of indebtedness, the payment of which is
                  unconditionally subordinated to the payment of all of the
                  Senior Indebtedness which may at the time be outstanding)
                  shall be made on any of the Subordinated Indebtedness;

                           (B) all of the Subordinated Indebtedness shall
                  forthwith become due and payable, and any payment or
                  distribution of any kind or character, whether in cash,
                  property or securities (other than in securities, including
                  equity securities or other evidences of indebtedness, the
                  payment of which is unconditionally subordinated to the
                  payment of all of the Senior Indebtedness which may at the
                  time be outstanding), which would otherwise (but for the terms
                  hereof) be payable or deliverable in respect of the
                  Subordinated Indebtedness, shall be paid or delivered, pro
                  rata, directly to, or for the account of, the holders of the
                  Senior Indebtedness, for application to the payment of the
                  Senior Indebtedness until all of the Senior Indebtedness shall
                  have been paid in full in cash, and the holder(s) of this Note
                  irrevocably authorize, empower and direct all receivers,
                  trustees, liquidators, conservators, fiscal agents and others
                  having authority in the premises to effect all such payments
                  and deliveries; and

                           (C) notwithstanding the foregoing provisions, if for
                  any reason whatsoever any payment or distribution of any kind
                  or character, whether in cash, property or securities (other
                  than in securities, including equity securities or other
                  evidences of indebtedness, the payment of which is
                  unconditionally subordinated to the payment of all of the
                  Senior Indebtedness which may at the time be outstanding), be
                  received by a holder of this Note before all of the Senior
                  Indebtedness is paid in full in cash, such payment or
                  distribution shall be held in trust for the benefit of, and
                  shall immediately paid or delivered by such holder to, as the
                  case may be, the holders of such Senior Indebtedness remaining
                  unpaid, pro rata, for application to the payment of the Senior
                  Indebtedness until all of the Senior Indebtedness shall have
                  been paid in full in cash;

                  (b) in the event either (i) any default in respect of the
         payment of any principal of, premium on, if any, interest on or other
         amount owing with respect to any of the Senior Indebtedness shall have
         occurred and be continuing or (ii) any other default on or with respect
         to any of the Senior Indebtedness as a result of which the holder(s)
         thereof shall then be entitled to accelerate such Senior Indebtedness
         shall have occurred and be continuing or would be created by or result
         from a payment described in clause (A) or (B) below, then, unless and
         until all of the Senior Indebtedness shall have been paid in full in
         cash, no Loan Party will not, directly or indirectly, make or agree to
         make, and the holder(s) of this Note will not demand, accept or
         receive, (A) any payment in cash, property, securities (other than in
         securities, including equity securities or other evidences of
         indebtedness, the payment of which is unconditionally subordinated to
         the payment of all of the Senior Indebtedness which may at the time be
         outstanding) or otherwise, direct or indirect, of or on account of any
         principal of, interest on or other amount owing with respect to any of
         the Subordinated Indebtedness or (B) any payment for the purpose of any
         redemption, purchase or other acquisition, direct or indirect, of any
         of the Subordinated Indebtedness, and no such payments shall be due or
         payable;

                                       28
<PAGE>

                  (c) if any payment or distribution of any kind or character
         (whether in cash, securities or other property) or any security shall
         be received by any holder(s) of this Note in contravention of any of
         the terms of this Note, such payment or distribution or security shall
         be held in trust for the benefit of, and shall be paid over or
         delivered and transferred to, the holders of the Senior Indebtedness,
         pro rata, for application to the payment of all of the Senior
         Indebtedness remaining unpaid, to the extent necessary to pay all such
         Senior Indebtedness in full in cash. In the event of the failure of any
         holder of this Note to endorse or assign any such payment, distribution
         or security, any holder of the Senior Indebtedness is hereby
         irrevocably authorized to endorse or assign the same;

                  (d) without the prior written consent of each holder of Senior
         Indebtedness, the holder(s) of this Note shall have no right to enforce
         payment of any of the Subordinated Indebtedness against any Loan Party,
         or to otherwise take any action against any Loan Party or any property
         or assets of any Loan Party (including, without limitation, any
         property or assets of any Loan Party pledged as collateral to secure
         any of the Senior Indebtedness) unless and until all of the Senior
         Indebtedness shall have been paid in full in cash;

                  (e) the holder(s) of this Note undertake and agree for the
         benefit of each holder of Senior Indebtedness to execute, verify,
         deliver and file any proofs of claim within fifteen (15) days before
         the expiration of the time to file the same which any holder of Senior
         Indebtedness may at any time require in order to prove and realize upon
         any rights or claims pertaining to the Subordinated Indebtedness and to
         effectuate the full benefit of the subordination contained herein; and
         upon failure of the holder(s) of this Note so to do, any such holder of
         Senior Indebtedness shall be deemed to be irrevocably appointed the
         agent and attorney-in-fact of the holder(s) of this Note to execute,
         verify, deliver and file any such proofs of claim;

                  (f) the subordination effected by the foregoing provisions and
         the rights created thereby in favor of the holders of the Senior
         Indebtedness shall not be affected by (i) any amendment, modification,
         extension, renewal, restatement or replacement of, increase in or
         addition or supplement to any of the Senior Indebtedness or any
         instrument or agreement relating thereto, (ii) any exercise or
         nonexercise of any right, power or remedy under or in respect of any of
         the Senior Indebtedness or any instrument or agreement relating thereto
         or (iii) the giving or denial of any waiver, consent, release,
         indulgence, extension, renewal, modification or delay or the taking or
         nontaking of any other action, inaction or omission, in respect of any
         of the Senior Indebtedness or any instrument or agreement relating
         thereto or to any securities relating thereto or any guarantee thereof,
         whether or not any holder(s) of this Note shall have had notice or
         knowledge of any of the foregoing;

                  (g) the foregoing provisions are solely for the purpose of
         defining the relative rights of the holders of the Senior Indebtedness
         on the one hand, and the holder(s) of this Note on the other hand, and
         nothing herein shall impair, as between any Loan Party and the
         holder(s) of this Note, the obligation of such Loan Party which is

                                       29
<PAGE>

         unconditional and absolute, to pay the principal, interest and other
         amounts owing on or in respect of the Subordinated Indebtedness in
         accordance with the terms of this Note, nor shall anything herein
         prevent the holder(s) of this Note from exercising all remedies
         otherwise permitted by applicable law or under this Note, subject in
         all events to the rights of the holders of the Senior Indebtedness as
         herein provided for; and

         (h) the provisions of this sixth paragraph of this Note (i) may not be
amended without the prior written consent of each holder of Senior Indebtedness,
(ii) shall be continuing, irrevocable and binding on the holder(s) of this Note
and their respective heirs, executors, personal representatives, successors and
assigns and (iii) shall inure to the benefit of the holders of the Senior
Indebtedness and their respective successors and assigns.

                                       30
<PAGE>
<TABLE>
<CAPTION>
                                  SCHEDULE 6.15

                                 EXISTING LIENS

Headwaters:

-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
STATE                 DEBTOR                         CREDITOR                          FILE DATE                 FILE NUMBER
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
<S>                  <C>                            <C>                               <C>                       <C>
HEADWATERS
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Delaware              Headwaters Incorporated        Citicorp Leasing, Inc.            7/26/2004                 42093112

                                                                                       Expires 7/26/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  Headwaters Incorporated        Revco Leasing                     5/7/2001                  01-714395

                                                                                       Expires 5/7/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  Headwaters Incorporated        Zions Credit Corporation          3/7/2003                  211544200331

                                                                                       Expires 3/7/2008
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  Headwaters Incorporated        Revco Leasing                     5/16/2003                 216588200335

                                                                                       Expires 5/16/2008
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  Headwaters Incorporated        Revco Leasing                     1/7/2004                  234774200439

                                                                                       Expires 1/7/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  Headwaters Incorporated        De Lage Landen Financial          7/8/2004                  248291200435
                                                     Services
                                                                                       Expires 7/8/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  Headwaters Incorporated        Revco Leasing Company             5/20/2004                 244962200438

                                                                                       Expires 5/20/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Texas                 ACM Block & Brick, LP          Brown Brothers Harriman & Co.     7/6/2004                  0073658487

                                                                                       Expires 7/6/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Texas                 Best Masonry & Tool Supply     NMHG Financial Services, Inc.     4/7/2000                  471146
                      Inc.
                                                                                       Expires 4/7/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------

                                       31
<PAGE>
<CAPTION>
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
STATE                 DEBTOR                         CREDITOR                          FILE DATE                 FILE NUMBER
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
<S>                  <C>                            <C>                               <C>                       <C>
Texas                 Best Masonry & Tool Supply     John Deere Construction           4/9/2002                  20025827147
                      Inc.                           Equipment Company
                                                                                       Expires 4/9/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Texas                 Best Masonry & Tool Supply     De Lage Landen Financial          6/16/2003                 30031359650
                      Inc.                           Services, Inc.
                                                                                       Expires 6/16/2008
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Texas                 Best Masonry & Tool Supply     De Lage Landen Financial          6/16/2003                 30031359872
                      Inc.                           Services, Inc.
                                                                                       Expires 6/16/2008
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  Best Masonry & Tool Supply     Wells Fargo Equipment Finance,    8/31/2001                 2853200121
                      ISG Resources, Inc.            Inc.
                                                                                       Expires 8/31/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  Best Masonry & Tool Supply     Wells Fargo Equipment Finance,    8/31/2001                 2854200122
                      ISG Resources, Inc.            Inc.
                                                                                       Expires 8/31/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  Best Masonry & Tool Supply     John Deere Construction &         5/10/2002                 187186200235
                                                     Forestry Company
                                                                                       Expires 5/10/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Texas                 Don's Building Supply, Inc.    Toyota Motor Credit Corporation   12/8/1999                 9900243840

                                                                                       Expires 12/8/2004
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Texas                 Don's Building Supply, Inc.    Toyota Motor Credit Corporation   12/8/1999                 9900243845

                                                                                       Expires 12/8/2004
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Delaware              Eldorado Stone LLC             Gelco Corporation dba Fleet       3/31/2004                 40899122
                                                     Services
                                                                                       Expires 3/31/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Delaware              Eldorado Stone LLC             Gelco Corporation dba Fleet       5/5/2004                  41250564
                                                     Services
                                                                                       Expires 5/5/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Delaware              Eldorado Stone LLC             Gelco Corporation dba Fleet       8/4/2004                  42185314
                                                     Services
                                                                                       Expires 8/4/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  Environmental Technology       Keycorp Leasing Ltd.              6/5/1995                  95-441148
                      Group, LLC
                                                                                       Expires 3/22/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------

                                       32
<PAGE>
<CAPTION>
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
STATE                 DEBTOR                         CREDITOR                          FILE DATE                 FILE NUMBER
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
<S>                  <C>                            <C>                               <C>                       <C>
Utah                  Environmental Technology       Keycorp Leasing Ltd.              8/10/1995                 95-449066
                      Group, LLC
                                                                                       Expires 3/27/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
New Jersey            Hydrocarbon Technologies,      ABB Structured Finance            9/18/2002                 21225819
                      Inc.                           (Americas) Inc.
                                                                                       Expires 9/18/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
New Jersey            Hydrocarbon Technologies,      Ricoh Business Systems, Inc.      2/10/2003                 21432859
                      Inc.
                                                                                       Expires 2/10/2008
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  Industrial Services Group      Bank of America, N.A. (fka        6/6/2000                  00-679710
                                                     NationsBank)
                                                                                       Expires 6/6/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  Industrial Services Group      Dell Financial Services LP        5/2/2001                  01-713962

                                                                                       Expires 5/2/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  Industrial Services Group      Dell Financial Services LP        6/21/2001                 01-718734

                                                                                       Expires 6/21/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  Industrial Services Group      Dell Financial Services LP        8/16/2001                 1370200115

                                                                                       Expires 8/16/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  Industrial Services Group      Dell Financial Services LP        10/1/2001                 166446200134

                                                                                       Expires 10/1/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Texas                 ISG Partners, Ltd.             H.E.B. Investment and             2/5/2001                  100021279
                                                     Retirement Plan Trust
                                                                                       Expires 2/6/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Arkansas              ISG Resources, Inc             Associates Leasing Inc            9/3/1999                  1205855

                                                                                       Expires 9/3/2004
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
California            ISG Resources, Inc.            Associates Leasing                6/1/2000                  2000-16061028

                                                                                       Expires 6/1/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------

                                       33
<PAGE>
<CAPTION>
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
STATE                 DEBTOR                         CREDITOR                          FILE DATE                 FILE NUMBER
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
<S>                  <C>                            <C>                               <C>                       <C>
California            ISG Resources, Inc.            Zions Credit Corporation          5/1/2001                  2001-12760394

                                                                                       Expires 5/1/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Georgia               ISG Resources, Inc.            Wells Fargo Financial Leasing,    5/25/2000                 330-2000-007256
                                                     Inc.
                                                                                       Expires 5/25/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Michigan              ISG Resources, Inc.            Fidelity Leasing Inc.             4/4/2000                  D638377

                                                                                       Expires 4/4/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Michigan              ISG Resources Inc              Williams Scotsman, Inc.           5/24/2000                 D657601

                                                                                       Expires 5/24/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Minnesota             ISG Resources, Inc.            Progressive Rail Incorporated     11/30/2000                2278764

                                                     Associated Bank Minnesota         Expires 11/30/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Mississippi           ISG Resources Inc              Associates Leasing Inc            9/25/2000                 1466406

                                                                                       Expires 9/25/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Mississippi           ISG Resources Inc              Great Southern Tractor Company    10/20/2000                1473241

                                                                                       Expires 10/20/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Mississippi           ISG Resources Inc              Great Southern Tractor & Company  11/27/2000                1481984

                                                                                       Expires 11/27/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
North Dakota          ISG Resources, Inc.            Associates Leasing, Inc.          6/2/2000                  00-000946256

                                                                                       Expires 6/2/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Ohio                  ISG Resources Inc.             Associates Leasing Inc            6/2/2000                  AP0244587

                                                                                       Expires 6/2/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Texas                 ISG Resources, Inc.            Associates Leasing, Inc.          5/11/1999                 9900091664

                                                                                       Expires 5/12/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Texas                 ISG Resources, Inc. (Lessee)   Associates Leasing, Inc.          9/20/1999                 9900190551
                                                     (Lessor)
                                                                                       Expires 9/20/2004
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------

                                       34
<PAGE>
<CAPTION>
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
STATE                 DEBTOR                         CREDITOR                          FILE DATE                 FILE NUMBER
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
<S>                  <C>                            <C>                               <C>                       <C>
Texas                 ISG Resources, Inc.            Associates Leasing, Inc.          6/1/2000                  0000511569

                                                                                       Expires 6/1/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Texas                 ISG Resources, Inc.            Komatsu Financial LP              7/28/2000                 0000553217

                                                                                       Expires 7/28/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Texas                 ISG Resources, Inc.            Associates Leasing, Inc.          9/25/2000                 0000592478

                                                                                       Expires 9/26/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Deere Credit, Inc.                4/26/2000                 00-677442

                                                                                       Expires 4/26/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Associates Leasing Inc            12/4/2000                 00-699894

                                                                                       Expires 12/4/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Conseco Finance Vendor Services   1/17/2001                 01-704031

                                                                                       Expires 1/17/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Conseco Finance Vendor Services   1/17/2001                 01-704036

                                                                                       Expires 1/17/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Venserv Inc.                      5/25/2001                 01-716258

                                                                                       Expires 5/25/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Komatsu Financial LP              7/19/2001                 01-720298

                                                                                       Expires 7/19/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  Best Masonry & Tool Supply     Wells Fargo Equipment Finance,    8/31/2001                 2853200121
                                                     Inc.
                      ISG Resources, Inc.                                              Expires 8/31/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  Best Masonry & Tool Supply     Wells Fargo Equipment Finance,    8/31/2001                 2854200122
                                                     Inc.
                      ISG Resources, Inc.                                              Expires 8/31/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------

                                       35
<PAGE>
<CAPTION>
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
STATE                 DEBTOR                         CREDITOR                          FILE DATE                 FILE NUMBER
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
<S>                  <C>                            <C>                               <C>                       <C>
Utah                  ISG Resources Inc.             William Scotsman Mobile Offices   10/30/2001                172255200126

                                                                                       Expires 10/30/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Tennant Financial Services        12/20/2001                17647200231

                                                                                       Expires 12/20/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Zions Credit Corporation          3/25/2002                 183500200227

                                                                                       Expires 3/25/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Citicapital Commercial            4/3/2002                  184215200233
                                                     Corporation
                                                                                       Expires 4/3/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Citicapital Commercial            4/3/2002                  184228200238
                                                     Corporation
                                                                                       Expires 4/3/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Citicapital Commercial            4/3/2002                  184230200232
                                                     Corporation
                                                                                       Expires 4/3/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Citicapital Commercial            4/3/2002                  184231200233
                                                     Corporation
                                                                                       Expires 4/3/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Zions Credit Corporation          5/24/2002                 188380200233

                                                                                       Expires 5/24/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Wells Fargo Financial Leasing     6/13/2002                 190206200225

                                                                                       Expires 6/13/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Revco Leasing                     6/13/2002                 189684200242

                                                                                       Expires 6/13/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Zions Credit Corporation          7/22/2002                 192780200235

                                                                                       Expires 7/22/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Zions Credit Corporation          9/12/2002                 196021200225

                                                                                       Expires 9/12/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------

                                       36
<PAGE>
<CAPTION>
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
STATE                 DEBTOR                         CREDITOR                          FILE DATE                 FILE NUMBER
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
<S>                  <C>                            <C>                               <C>                       <C>
Utah                  ISG Resources, Inc.            Bank of America, N.A.             10/18/2002                200317200222

                                                                                       Expires 10/18/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            General Electric Capital          1/30/2003                 208748200341
                                                     Corporation
                                                                                       Expires 1/30/2008         (In Lieu Of Filing
                                                                                                                 for Georgia UCCs)
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Zions Credit Corporation          4/18/2003                 214782200336

                                                                                       Expires 4/18/2008
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Zions Credit Corporation          6/11/2003                 218868200338

                                                                                       Expires 6/11/2008
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Zions Credit Corporation          8/13/2003                 223432200331

                                                                                       Expires 8/13/2008
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Alter Moneta Corporation          18/8/2003                 228134200331

                                                                                       Expires 10/8/2008
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            The CIT Group/ Equipment          11/2618/2003              231927200336
                                                     Financing
                                                                                       Expires 11/26/2008
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Zions Credit Corporation          1/2/2004                  234848200447

                                                                                       Expires 1/2/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  ISG Resources, Inc.            Zions Credit Corporation          1/2/2004                  234854200436

                                                                                       Expires 1/2/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  I S G Resources                The CIT Group/ Equipment          1/6/1999                  99-629908
                                                     Financing
                                                                                       Expires 1/6/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  I S G Resources                Associates Leasing Inc.           5/19/1999                 99-643050

                                                                                       Expires 5/19/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------

                                       37
<PAGE>
<CAPTION>
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
STATE                 DEBTOR                         CREDITOR                          FILE DATE                 FILE NUMBER
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
<S>                  <C>                            <C>                               <C>                       <C>
Utah                  I S G Resources                Associates Leasing Inc.           6/5/2000                  00-681601

                                                                                       Expires 6/5/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  I S G Resources                Associates Leasing Inc.           10/10/2000                00-693246

                                                                                       Expires 10/10/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  I S G Resources                Associates Leasing Inc.           10/26/2000                00-696006

                                                                                       Expires 10/26/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  I S G Resources                Bank of New York                  12/5/2000                 00-700001

                                                                                       Expires 12/5/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  I S G Resources                Zions Credit Corporation          12/8/2000                 00-700252

                                                                                       Expires 12/8/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  I S G Resources                Zions Credit Corporation          12/18/2000                00-701352

                                                                                       Expires 12/18/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  I S G Resources                Associated Bank Minnesota         12/20/2000                00-701514

                                                                                       Expires 12/20/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  I S G Resources                Caterpillar Financial Services    2/13/2001                 01-706544

                                                                                       Expires 2/13/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  I S G Resources                Zions Credit Corporation          3/1/2001                  01-707812

                                                                                       Expires 3/1/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  I S G Resources                Zions Credit Corporation          4/2/2001                  01-710788

                                                                                       Expires 4/2/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Wyoming               ISG Resources, Inc.            Associates Leasing, Inc.          6/26/2000                 2000-11957430

                                                                                       Expires 6/26/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Arkansas              J T M Inc.                     Community Bank of North           11/21/2000                1274911
                                                     Arkansas
                                                                                       Expires 11/21/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------

                                       38
<PAGE>
<CAPTION>
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
STATE                 DEBTOR                         CREDITOR                          FILE DATE                 FILE NUMBER
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
<S>                  <C>                            <C>                               <C>                       <C>
Arkansas              J T M Inc.                     Community Bank of North           5/23/2002                 1423781
                                                     Arkansas
                                                                                       Expires 5/23/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Florida               JTM Incorporated               First Union National Bank         3/1/2000                  200000050526
                      Russell Michael
                                                                                       Expires 3/1/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Florida               JTM Incorporated               First Union National Bank         12/19/2000                200000285061
                      Russell Michael
                                                                                       Expires 12/19/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Florida               J T M Inc                      Southtrust Bank                   8/3/2001                  200100169206

                                                                                       Expires 8/3/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Florida               J.T.M. Inc.                    Southtrust Bank                   10/12/2001                20019011258X

                                                                                       Expires 10/12/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Illinois              JTM Inc                        The First National Bank           10/19/1998                003925856

                                                                                       Expires 10/19/2008
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Iowa                  JTM Inc.                       Security State Bank               9/15/2000                 P128674
                      Johnson Carl R
                      McNeilus Jim L                                                   Expires 9/15/2005
                      Taco John's
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Maryland              J.T.M., Inc.                   White Oak Equipment, Inc.         2/10/1994                 0000000140418125

                                                                                       Expires 2/10/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Maryland              J.T.M., Inc.                   White Oak Equipment, Inc.         2/22/1994                 0000000140538408

                                                                                       Expires 2/22/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Maryland              JTM, Inc. dba                  A.C. Financial Corp               8/11/2000                 0000000181055617
                      Timber Creek Restaurant        GNB Financial Co.
                                                                                       Expires 6/30/06
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Minnesota             JTM, Inc.                      Midwest Diesel Service, Inc.      4/6/1998                  2026290

                                                     Associates Commercial             Expires 4/6/2008
                                                     Corporation
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------

                                       39
<PAGE>
<CAPTION>
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
STATE                 DEBTOR                         CREDITOR                          FILE DATE                 FILE NUMBER
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
<S>                  <C>                            <C>                               <C>                       <C>
Tennessee             JTM Inc                        Insouth Bank                      7/12/2000                 200025978

                                                                                       Expires 7/12/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Texas                 J T M Inc.                     Internal Revenue Service          7/15/1983                 8300157214

                                                                                       Federal Tax Lien
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Utah                  JTM, Inc.                      Greater Business Administration   3/19/1996                 96-512472

                                                                                       Expires 3/19/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Virginia              JTM Industries Inc             NationsBank, N.A.                 10/15/2002                02-10230578

                                                                                       Expires 10/15/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Indiana               KBK Enterprises                West End Savings Bank             2/11/2002                 0200001235156

                                                                                       Expires 2/11/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
New York              KBK Enterprises, L.L.C.        Bank of Smithtown                 11/29/2002                0211292673575

                                                                                       Expires 11/29/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Delaware              L&S Stone LLC                  Citicapital Commercial Leasing    3/24/2004                 40825630
                                                     Corp.
                                                                                       Expires 3/24/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
California            Lewis W. Osborne, Inc.         NMHG Financial Services Inc.      1/31/2002                 0203160624

                                                                                       Expires 1/31/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
California            Lewis W. Osborne, Inc.         Cupertino National Bank           11/20/2002                2002-32560283

                                                                                       Expires 11/20/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
California            Osborne Building Supply,       Orix Credit Alliance, Inc.        3/11/1996                 1996-07360554
                      Incorporated
                                                                                       Expires 3/13/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Texas                 Palestine Concrete Tile        Yale Financial Service, Inc.      12/18/1995                9500241605
                      Company
                                                                                       Expires 12/19/2005
                      Texas Industries, Inc.
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------

                                       40
<PAGE>
<CAPTION>
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
STATE                 DEBTOR                         CREDITOR                          FILE DATE                 FILE NUMBER
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
<S>                  <C>                            <C>                               <C>                       <C>
Texas                 Palestine Concrete Tile        Yale Financial Services, Inc.     4/8/1996                  9600067627
                      Company
                                                                                       Expires 4/10/2006
                      Texas Industries, Inc.
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Texas                 Palestine Concrete Tile        Yale Financial Services, Inc.     5/13/1996                 9600093794
                      Company
                                                                                       Expires 5/15/2006
                      Texas Industries, Inc.
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Texas                 Palestine Concrete Tile        Yale Financial Services, Inc.     6/10/1996                 9600114232
                      Company
                                                                                       Expires 6/12/2006
                      Texas Industries, Inc.
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Texas                 Palestine Concrete Tile        The CIT Group/ Equipment          6/29/2000                 532376
                      Company                        Financing, Inc.
                                                                                       Expires 6/29/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Texas                 Palestine Concrete Tile        Safeco Credit Co.                 7/6/2001                  100129877
                      Company                        Inc.dba Safeline Leasing
                                                                                       Expires 7/6/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Texas                 Palestine Concrete Tile        Safeco Credit Co. Inc.            10/26/2001                20007699205
                      Company                        dba Safeline Leasing
                                                                                       Expires 10/26/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     Caterpillar Financial Services    3/26/2004                 20040317818
                                                     Corporation
                                                                                       Expires 3/26/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     Caterpillar Financial Services    3/29/2004                 20040321003
                                                     Corporation
                                                                                       Expires 3/29/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     Zions Credit Corporation          7/22/2004                 20040759677

                                                                                       Expires 7/22/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     Zions Credit Corporation          7/22/2004                 20040759687

                                                                                       Expires 7/22/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------

                                       41
<PAGE>
<CAPTION>
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
STATE                 DEBTOR                         CREDITOR                          FILE DATE                 FILE NUMBER
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
<S>                  <C>                            <C>                               <C>                       <C>
Pennsylvania          VFL Technology Corporation     Zions Credit Corporation          7/22/2004                 1003745

                                                                                       Expires 7/22/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     Zions Credit Corporation          7/22/2004                 1003746

                                                                                       Expires 7/22/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     Ace Transportation Inc.           6/3/1998                  Judgment #98-4647

Chester County                                                                                                   $23,331.49
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     The CIT Group                     2/20/1996                 ST960424

Chester County                                                                         Expires 2/20/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     General Electric Capital          10/9/1996                 ST962836
                                                     Corporation
Chester County                                                                         Expires 10/9/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     Caterpillar Financial Services    3/31/1999                 ST991043
                                                     Corp.
Chester County                                                                         Expires 3/31/2004
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     Caterpillar Financial Services    3/31/1999                 ST991046
                                                     Corp.
Chester County                                                                         Expires 3/31/2004
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     Caterpillar Financial Services    4/5/1999                  ST991088
                                                     Corp.
Chester County                                                                         Expires 4/5/2004
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     Caterpillar Financial Services    5/21/1999                 ST991694
                                                     Corp.
Chester County                                                                         Expires 5/21/2004
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     The CIT Group                     12/6/1999                 ST994002

Chester County                                                                         Expires 12/6/2004
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     The CIT Group                     2/11/2000                 ST000413

Chester County                                                                         Expires 2/10/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     Orix Credit Alliance, Inc.        2/17/2000                 ST000476

Chester County                                                                         Expires 2/17/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     Orix Credit Alliance, Inc.        2/28/2000                 ST000571

Chester County                                                                         Expires 2/28/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------

                                       42
<PAGE>
<CAPTION>
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
STATE                 DEBTOR                         CREDITOR                          FILE DATE                 FILE NUMBER
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
<S>                  <C>                            <C>                               <C>                       <C>
Pennsylvania          VFL Technology Corporation     Associates Commercial Corp.       3/13/2000                 ST000744

Chester County                                                                         Expires 3/13/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     Center Capital Corp.              3/15/2000                 ST000775

Chester County                                                                         Expires 3/15/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     Orix Financial Services, Inc.     1/23/2001                 ST010206

Chester County                                                                         Expires 1/23/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     Caterpillar Financial Services    4/17/2001                 ST011008
                                                     Corp.
Chester County                                                                         Expires 4/17/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     Associates Commercial Corp.       4/27/2001                 ST011138

Chester County                                                                         Expires 4/27/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          VFL Technology Corporation     Caterpillar Financial Services    5/31/2001                 ST011470
                                                     Corp.
Chester County                                                                         Expires 5/31/2006
------------------------------------------------------------------------------------------------------------------------------------

 TAPCO
------------------------------------------------------------------------------------------------------------------------------------
Pennsylvania          Builder's Edge                 U.S. Bancorp                      5/8/2002                  36220383

                                                                                       Expires 5/8/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          Metamora Products              Engel Canada                      3/1/2004                  20040216447
                      Corporation of Elkland
                                                                                       Expires 3/1/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          Metamora Products              Engel Canada                      3/1/2004                  20040216457
                      Corporation of Elkland
                                                                                       Expires 3/1/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          Metamora Products              Engel Canada                      3/1/2004                  20040216467
                      Corporation of Elkland
                                                                                       Expires 3/1/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------

                                       43
<PAGE>
<CAPTION>
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
STATE                 DEBTOR                         CREDITOR                          FILE DATE                 FILE NUMBER
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
<S>                  <C>                            <C>                               <C>                       <C>
Pennsylvania          Metamora Products              Engel Canada                      3/1/2004                  20040216479
                      Corporation of Elkland
                                                                                       Expires 3/1/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          Metamora Products              Engel Canada                      3/1/2004                  20040216489
                      Corporation of Elkland
                                                                                       Expires 3/1/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          Metamora Products              Engel Canada                      3/1/2004                  20040216499
                      Corporation of Elkland
                                                                                       Expires 3/1/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          Metamora Products              Engel Canada                      3/8/2004                  20040243059
                      Corporation of Elkland
                                                                                       Expires 3/8/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          Metamora Products              Engel Canada                      3/8/2004                  20040243079
                      Corporation of Elkland
                                                                                       Expires 3/8/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          Metamora Products              Engel Canada                      3/8/2004                  20040243099
                      Corporation of Elkland
                                                                                       Expires 3/8/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Pennsylvania          Metamora Products              Engel Canada                      4/29/2004                 20040453938
                      Corporation of Elkland
                                                                                       Expires 4/29/2009
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Ohio                  MTP, Inc.                      Balboa Capital                    3/19/2001                 AP319837

                                                                                       Expires 3/19/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Ohio                  MTP, Inc.                      Citicorp Del Lease, Inc.          4/27/2001                 AP330858

                                                                                       Expires 4/27/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Ohio                  MTP, Inc.                      The CIT Group                     9/24/2001                 OH00038951392

                                                                                       Expires 9/24/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Ohio                  MTP, Inc.                      The CIT Group                     11/28/2001                OH00041849734

                                                                                       Expires 11/28/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Ohio                  MTP, Inc.                      U.S. Bancorp Equipment Finance,   5/30/2002                 OH00049958490
                                                     Inc.
                                                                                       Expires 5/30/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Ohio                  MTP, Inc.                      The CIT Group                     8/30/2002                 OH00053767421

                                                                                       Expires 8/30/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------

                                       44
<PAGE>
<CAPTION>
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
STATE                 DEBTOR                         CREDITOR                          FILE DATE                 FILE NUMBER
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
<S>                  <C>                            <C>                               <C>                       <C>
Ohio                  MTP, Inc.                      The CIT Group                     9/27/2002                 OH00054725474

                                                                                       Expires 9/27/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Ohio                  MTP, Inc.                      Citicorp Del Lease, Inc.          10/8/2002                 OH00055126213

                                                                                       Expires 10/8/2007
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Ohio                  MTP, Inc.                      First Financial Bank, NA          7/21/2003                 OH00066518732

                                                                                       Expires 7/21/2008
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Ohio                  MTP, Inc.                      First National Bank of            4/6/2000                  1506
                                                     Southwestern Ohio
Butler County                                                                          Expires 4/6/2005
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
Ohio                  MTP, Inc.                      Citicorp Del Lease, Inc.          4/30/2001                 1886

Butler County                                                                          Expires 4/30/2006
-------------------- ------------------------------ --------------------------------- ------------------------- --------------------
</TABLE>

Headwaters Escrow Accounts

1. Escrow Amount $6,000,000

         ABA: 091000022
         FBO: U.S. Bank Trust, N.A.
         DDA Acct: 1801 2116 7365
         FFC Acct: 786794000
         REF: Tapco Holdings, Inc. Escrow


2. Escrow Amount: $14,000,000

         ABA: 091000022
         FBO: U.S. Bank Trust, N.A.
         DDA Acct: 1801 2116 7365
         FFC Acct: 786794001
         REF: Tapco Holdings, Inc. Tax Benefit Account

                                       45
<PAGE>

3. Escrow Amount: $1,100,000

         Chase Manhattan Bank
         ABA: 021000021
         For Account of Brown Brothers Harriman & Co.
         Acct: 920-1-033231
         Further Credit to: Headwaters Incorporated
         Acct: 8457046


4. Escrow Amount : $5,200,000

         J.P. Morgan Chase Bank
         ABA: 113000609
         Account: 00103409257
         REF: ACM Block & Brick / Southwest Escrow

                                       46
<PAGE>

                                  SCHEDULE 6.23

                          EXCEPTED CAPITAL EXPENDITURES

1. The purchase by the Borrower, or a Subsidiary thereof, of that certain piece
of real property and improvements thereon located at Franklin, Ohio, for an
amount not to exceed $3,600,000.

2. Capital Expenditures which are incurred in connection with the construction
of fly ash storage facilities used by customers of the relevant Borrower or
Subsidiary and which are to be repaid by such customer upon or after completion
of the project, in an aggregate amount not to exceed $20,000,000 over the term
of this Agreement.

                                       47
<PAGE>

                                   EXHIBIT A-1

                      FORM OF BORROWER'S COUNSEL'S OPINION

                                    Attached




                                       48
<PAGE>

                                September 8, 2004



Morgan Stanley Senior Funding, Inc.,
     as Administrative Agent

Morgan Stanley & Co.,
  as Collateral Agent

Each of the LC Issuers and the Lenders party to the Agreement,
  as defined below

Re:    Credit Agreement, dated as of September 8, 2004 (the "Agreement"), by and
among Headwaters Incorporated, the Lenders from time to time parties thereto,
the Initial LC Issuers, Morgan Stanley Senior Funding, Inc., as joint lead
arranger and joint bookrunner and as Administrative Agent, Morgan Stanley & Co.,
Incorporated, as Collateral Agent, J.P. Morgan Securities Inc., as joint lead
arranger and as joint bookrunner, and JP Morgan Chase Bank, as syndication agent
--------------------------------------------------------------------------------

Ladies and Gentlemen:

We have acted as special New York (the "State") counsel to Headwaters
Incorporated, a Delaware corporation (the "Company"), and to each of the
corporations listed on Annex A to this opinion letter (collectively, the
"Guarantors"), in connection with the Agreement. The definitions of terms
contained in Annex B apply to this opinion letter and the definitions of terms
contained in the Agreement apply to terms that are used and not otherwise
defined herein or in Annex B.

This opinion is delivered to you pursuant to Section 4.1.5 of the Agreement, at
the request of the Company.

In rendering this opinion, we have reviewed the following documents, each made,
entered into or dated as of the date of this opinion:

         A. the Agreement;

         B. the Guaranty, made by each Guarantor in favor of the Administrative
         Agent (the "Guaranty";

         C. the First Lien Pledge and Security Agreement, by and among the
         Company, the Guarantors and the Collateral Agent (the "Pledge and
         Security Agreement");

                                       49
<PAGE>

         D. the Intellectual Property Security Agreement, by and among the
         Company, the Guarantors and the Collateral Agent (the "Intellectual
         Property Security Agreement" and, together with the Pledge and Security
         Agreement, the "Collateral Agreements");

         E. the Intercreditor Agreement, by and among the Company, the
         Administrative Agent, the Second Lien Administrative Agent, the
         Collateral Agent and the Second Lien Collateral Agent;

         F. the Notes delivered on the date of the opinion (the "Delivered
         Notes");

         G. the UCC-1 financing statements attached hereto as Schedules 1A, 1B,
         1C, 1D, 1E, 1F, 1G, 1H, 1I, 1J, 1K, 1L, 1M, 2A, 2B, 3A, 3B, 3C, 3D, 3E
         and 3F;

         H. the current charters, articles of incorporation, certificates of
         incorporation, articles of organization, certificates of formation,
         certificates of limited partnership, certificate of partnership,
         by-laws, partnership agreements, limited liability company agreements
         and operating agreements, as applicable, of the Company and the
         California and Texas Guarantors; and

         I. such other documents as we have deemed necessary as a basis for the
         opinions we express below.

On the basis of the assumptions and subject to the qualifications and
limitations set forth below, we are of the opinion that:

1. (a) The Company is duly incorporated, validly existing and in good standing
under Delaware General Corporation Law and has the corporate power to own and
hold under lease the properties it purports to own and hold under lease and to
conduct the business in which it is engaged.

                  (b) The Company has the corporate power to execute and
         deliver, and to perform its obligations under the Agreement, the
         Delivered Notes, the Intercreditor Agreement and the Collateral
         Agreements and for the Company's incurrence of the indebtedness in the
         amount of the Aggregate Revolving Loan Commitment and the Aggregate
         Term B Loan Commitment (as in effect on the date hereof) and the
         repayment of such indebtedness, with interest, in accordance with the
         terms of the Agreement, and for the grant by the Company of the
         security interest in its Collateral described in Section 1.2 of the
         Pledge and Security Agreement.

                  (c) Each California Guarantor is duly incorporated, validly
         existing and in good standing under the law of California and has the
         corporate power to own and hold under lease the properties it purports
         to own and hold under lease and to conduct the business in which it is
         engaged.

                                       50
<PAGE>

                  (d) Each Texas Guarantor is duly incorporated, validly
         existing and in good standing under the law of Texas and has the
         corporate power to own and hold under lease the properties it purports
         to own and hold under lease and to conduct the business in which it is
         engaged.

                  (e) Each California and Texas Guarantor has the corporate
         power to execute and deliver, and to perform its obligations under, the
         Guaranty and for the grant by such Guarantor of the security interest
         in its Collateral described in Section 1.2 of the Pledge and Security
         Agreement.

2. Each of the Agreement, the Intercreditor Agreement and the Collateral
Agreements constitutes a valid and legally binding agreement of the Company, and
each Delivered Note will, upon disbursement of the loans evidenced by such Note,
constitute a valid and legally binding obligation of the Company, in each case
enforceable against the Company in accordance with its terms.

3. Each of the Guaranty and the Collateral Agreements (a) has been duly
authorized, executed and delivered by each of the Texas and California
Guarantors and (b) constitutes a valid and legally binding agreement of each
Guarantor, in each case enforceable against such Guarantor in accordance with
its terms.

4. The execution and delivery of, and the performance of its obligations under,
the Agreement, the Delivered Notes, the Intercreditor Agreement and the
Collateral Agreements by the Company do not and will not violate or conflict
with, result in a breach of, constitute a default under, or result in the
creation of any Lien upon any property of the Company under, the federal law of
the United States of America ("Federal Law") or the law of the State.

5. The execution and delivery of, and the performance of its obligations under,
the Guaranty and the Collateral Agreements by each Guarantor do not and will not
violate or conflict with, result in a breach of, constitute a default under, or
result in the creation of any Lien upon any property of such Guarantor under,
Federal Law or the law of the State or, in the case of the California
Guarantors, the law of California or, in the case of the Texas Guarantors, the
law of Texas.

6. Under Federal Law and the law of the State and, in the case of the California
Guarantors, the law of California and, in the case of the Texas Guarantors, the
law of Texas, no Governmental Approvals are required to have been obtained, and
no Governmental Registrations are required to have been made:

                  (a) by the Company, (i) for the valid execution and delivery
         by the Company of the Agreement, the Delivered Notes, the Intercreditor
         Agreement or the Collateral Agreements, (ii) for the Company's
         incurrence of the indebtedness in the amount of the Aggregate Revolving
         Loan Commitment and the Aggregate Term B Loan Commitment (as in effect

                                       51
<PAGE>

         on the date hereof) and the repayment of such indebtedness, with
         interest, in accordance with the terms of the Agreement, or (iii) for
         the grant by the Company of the security interest in its Collateral
         described in Section 1.2 of the Pledge and Security Agreement (such
         security interests, collectively, the "Company Security Interests"); or

                  (b) by any Guarantor, (i) for the valid execution and delivery
         by such Guarantor of the Guaranty or the Collateral Agreements, or (ii)
         for the grant by such Guarantor of the security interest in its
         Collateral described in Section 1.2 of the Pledge and Security
         Agreement (such security interests, collectively, the "Guarantor
         Security Interests" and, together with the Company Security Interests,
         the "Security Interests").

7. (a) Each of the Security Interests is an enforceable security interest in the
collateral to which it applies.

                  (b) (i) If financing statements in the form attached hereto as
         Schedule 1A through Schedule 1M are communicated to the Delaware
         Secretary of State by a method of document delivery authorized under
         Section 106 of the Administrative Rules of the Delaware Secretary of
         State and an amount equal to the applicable filing fee is tendered to
         such filing office, such filing office will have an obligation to
         accept such financing statements.

                           (ii) Upon acceptance of such financing statements by
                  said filing office, the Company Security Interests and
                  Guarantor Security Interests granted by the Delaware Guarantor
                  in so much of the Collateral as consists of (in each case as
                  defined in the Uniform Commercial Code) accounts (other than
                  accounts described in Section 9-102(a)(6)(B) of the Uniform
                  Commercial Code), general intangibles, goods, chattel paper,
                  investment property, negotiable documents and instruments will
                  be perfected.

                           (iii) Such financing statements are all of the
                  filings, and are in the form, required to effect such
                  perfection.

                           (iv) Except for the filings and fees referred to in
                  clause (i), no other action, including the payment of any
                  recording or other taxes or fees, is required by law to effect
                  such perfection.

                  (c) (i) If financing statements in the form attached hereto as
         Schedule 2A and Schedule 2B are communicated to the Office of the
         Secretary of State of California by a method of document delivery
         authorized under the filing rules of that Office and an amount equal to
         the applicable filing fee is tendered to such filing office, such
         filing office will have an obligation to accept such financing
         statements.

                                       52
<PAGE>

                           (ii) Upon acceptance of such financing statements by
                  said filing office, the Guarantor Security Interests granted
                  by the California Guarantors in so much of the Collateral as
                  consists of (in each case as defined in the Uniform Commercial
                  Code) accounts (other than accounts described in Section
                  9-102(a)(6)(B) of the Uniform Commercial Code), general
                  intangibles, goods, chattel paper, investment property,
                  negotiable documents and instruments will be perfected.

                           (iii) Such financing statements are all of the
                  filings, and are in the form, required to effect such
                  perfection.

                           (iv) Except for the filings and fees referred to in
                  clause (i), no other action, including the payment of any
                  recording or other taxes or fees, is required by law to effect
                  such perfection.

                  (d) (i) If financing statements in the form attached hereto as
         Schedule 3A through Schedule 3F, are communicated to the Texas
         Secretary of State by a method of document delivery authorized under
         Rule Section 95.106 of the Texas Administrative Code and an amount
         equal to the applicable filing fee is tendered to such filing office,
         such filing office will have an obligation to accept such financing
         statements.

                           (ii) Upon acceptance of such financing statements by
                  said filing office, the Guarantor Security Interests granted
                  by the Texas Guarantors in so much of the Collateral as
                  consists of (in each case as defined in the Uniform Commercial
                  Code) accounts (other than accounts described in Section
                  9-102(a)(6)(B) of the Uniform Commercial Code), general
                  intangibles, goods, chattel paper, investment property,
                  negotiable documents and instruments will be perfected.

                           (iii) Such financing statements are all of the
                  filings, and are in the form, required to effect such
                  perfection.

                           (iv) Except for the filings and fees referred to in
                  clause (i), no other action, including the payment of any
                  recording or other taxes or fees, is required by law to effect
                  such perfection.

                  (e) (i) The delivery to the Collateral Agent in New York of
         the certificates (and related stock powers executed in blank)
         evidencing the Securities listed on Schedule 4 will be effective to
         perfect the Security Interest in such Securities.

                           (ii) The Security Interest in the Securities listed
                  on Schedule 4, when such certificates are so delivered, will
                  be free of any adverse claim, as defined in Section
                  8-102(a)(1) of the New York Uniform Commercial Code.

                                       53
<PAGE>

8. To our knowledge, neither the Company nor any Guarantor is a party in any
action, suit or proceeding in which the pleadings request as relief that (a) any
of the obligations of the Company, or any of the rights of the Administrative
Agent, the LC Issuer or the Lenders, under the Agreement, the Delivered Notes,
the Intercreditor Agreement or the Collateral Agreements, or (b) any of the
obligations of any Guarantor, or any of the rights of the Administrative Agent,
the LC issuer or the Lenders, under the Guaranty or the Collateral Agreements,
be declared invalid or subordinated or their performance be enjoined.

Our opinion is subject to the following qualifications and limitations:

                    1. Our opinion is subject to the effect of (i) applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance and other similar
laws affecting creditors' rights generally, (ii) general equitable principles,
(iii) requirements of reasonableness, good faith and fair dealing and (iv)
additionally in the case of (A) indemnities, a requirement that facts, known to
the indemnitee but not the indemnitor, in existence at the time the indemnity
becomes effective that would entitle the indemnitee to indemnification be
disclosed to the indemnitor, (B) waivers, Sections 9-602 and 9-603 of the
Uniform Commercial Code, (C) indemnities, waivers and exculpatory provisions,
public policy and (D) restrictions on, or remedies in the event of, assignment
or transfer of rights or interests or the creation, attachment, perfection or
enforcement of security interests, Sections 9-401(b), 9-406, 9-407, 9-408 and
9-409 of the Uniform Commercial Code. Our opinion with respect to the Guaranty
is subject to the further qualification that the Guarantor may be exonerated as
to a guaranteed party if such guaranteed party fails to inform the Guarantor of
material, adverse information, known to it and not to the Guarantor, concerning
the Company or any Collateral.

                    2. The opinions expressed in paragraphs 1(a), 1(c) and 1(d)
as to the due incorporation, valid existence and good standing of the Company,
the California Guarantors and the Texas Guarantors, respectively, are based on
recent good standing certificates and verbal confirmations of good standing as
of September 7, 2004.

                    3. Certain remedial provisions of the Loan Documents as to
which we are opining may be unenforceable in whole or in part, but the inclusion
of such provisions does not affect the validity of the balance of such Loan
Documents, and the practical realization of the benefits created by such Loan
Documents taken as a whole will not be materially impaired by the
unenforceability of those particular provisions. In addition, certain remedial
provisions of such Loan Documents may be subject to procedural requirements not
set forth therein.

                    4. The Security Interests (i) will not be enforceable with
respect to, or attach to, any Collateral until value has been given and the
Grantor thereof has rights in such Collateral or (ii) be enforceable with
respect to any Collateral (other than the Securities that are the subject of our
opinion in paragraph 7(e)) against the competing interests of those third
parties (other than the Grantor thereof) who would, in accordance with the
provisions of Applicable Law, take free of, or have priority over, such Security
Interest in such Collateral, notwithstanding its perfection.

                                       54
<PAGE>

                    5. Our opinion is limited to the law of the State and
Federal Law, in each case as in effect on the date hereof, except that our
opinions expressed in paragraphs 7(b), 7(c) and 7(d) are limited to the Delaware
Uniform Commercial Code, the California Commercial Code and the Texas Uniform
Commercial Code, respectively, and, in each case, to Federal Law.

                    6. Our opinion is intended for the sole benefit of the
Administrative Agent, the LC Issuer and the Lenders, and their permitted
successors and assignees and permitted participants in or purchasers of the
obligations of the Company under the Loan Documents and no other Person is
entitled to rely on it for any purpose without our prior written consent.

                   7. We express no opinion with respect to:

                           a. the Company's or the Guarantors' rights in, title
                  to or legal or beneficial ownership of any of the Collateral
                  or any Collateral acquired after the date hereof;

                           b. the perfection of the Security Interest in any
                  dividends or other distributions of any Securities that are
                  not the subject of our opinion in paragraph 7(e);

                           c. the priority of the Security Interests in any
                  Collateral or the effect of perfection or nonperfection of the
                  Security Interests in any Collateral of a type referred to in
                  Section 9-301(c) of the New York Uniform Commercial Code (or
                  the equivalent section of the Delaware, California or Texas
                  Uniform Commercial Code) that is not located in the State, the
                  State of California, the State of Delaware, or the State of
                  Texas, as applicable;

                           d. any Collateral that (A) is not governed by Article
                  8 or 9 of the Uniform Commercial Code (and not, in the case of
                  Article 9, excluded therefrom by Section 9-109(c) or (d)) or
                  (B) is subject to a certificate of title or (C) is a
                  trademark;

                           e. Section 15.2 of the Agreement and the equivalent
                  sections in the other Loan Documents insofar as said sections
                  relate to federal courts (except as to the personal
                  jurisdiction thereof); and

                           f. the definition of Collateral contained in the
                  Pledge and Security Agreement to the extent the same purports
                  to make (A) commercial tort claims part of the Collateral by
                  using general terms such as "currently existing commercial
                  tort claims" or (B) any other assets part of the Collateral by
                  using general terms such as "any property of the Grantors", in
                  each case without further specificity; provided that the
                  foregoing shall not in any way limit our opinions in

                                       55
<PAGE>

                  paragraphs 7(b), 7(c) and 7(d) in respect of (i) commercial
                  tort claims which are specifically listed in the definition of
                  Collateral (directly or by reference to a schedule or exhibit)
                  or (ii) any property which is specifically referenced by type
                  in the definition of Collateral.

In rendering our opinion:

1. We have, without independent verification, relied, with respect to factual
matters, statements and conclusions, on certificates and statements of
governmental officials and officials of the Company and the Guarantors and on
the representations made by the Company and the Guarantors in the Loan
Documents.

2. We have examined originals, or copies of originals certified, conformed or
otherwise identified to our satisfaction, of such agreements, documents and
records as we have considered relevant and necessary as a basis for this
opinion.

3 We have assumed the accuracy and completeness of all, and the authenticity of
all original, certificates, agreements, documents, records and other materials
submitted to us, the conformity with the originals of any copies submitted to
us, the genuineness of all signatures and the legal capacity of all natural
persons.

4. We have assumed that:

                  (a) (i) the execution and delivery of, and the performance of
         its obligations under, the Agreement and the Collateral Agreements by
         the Company do not and will not (A) require any Governmental Approval
         or Governmental Registration or (B) violate or conflict with, result in
         a breach of, or constitute a default under, (1) any agreement or
         instrument to which the Company or any of its Affiliates is a party or
         by which the Company or any of its Affiliates or any of their
         respective properties may be bound, (2) any Governmental Approval or
         Governmental Registration that may be applicable to the Company or any
         of its Affiliates or any of their respective properties, (3) any order,
         decision, judgment or decree that may be applicable to the Company or
         any of its Affiliates or any of their respective properties, or (4) any
         law;

                           (ii) the execution and delivery of, and the
                  performance of the obligations of each Guarantor under, the
                  Guaranty and the Collateral Agreements by such Guarantor do
                  not and will not (A) require any Governmental Approval or
                  Governmental Registration or (B) violate or conflict with,
                  result in a breach of, or constitute a default under, (1) any
                  agreement or instrument to which such Guarantor or any of its
                  Affiliates is a party or by which such Guarantor or any of its
                  Affiliates or any of their respective properties may be bound,
                  (2) any Governmental Approval or Governmental Registration
                  that may be applicable to such Guarantor or any of its
                  Affiliates or any of their respective properties, (3) any
                  order, decision, judgment or decree that may be applicable to
                  such Guarantor or any of its Affiliates or any of their
                  respective properties, or (4) any law; except that the

                                       56
<PAGE>

                  foregoing assumptions do not apply to, (x) in the case of the
                  Governmental Approvals and Governmental Registrations referred
                  to in subclauses (a)(i)(A) and (a)(ii)(A), the Governmental
                  Approvals and Governmental Registrations that are the subject
                  of our opinion expressed in paragraph 6 above, and (y) in the
                  case of the law referred to in subclauses (a)(ii)(B)(4) and
                  (a)(ii)(B)(4), Federal Law, the law of the State, the Delaware
                  General Corporation Law, the Delaware Uniform Commercial Code,
                  the law of California and the law of Texas, in each case as in
                  effect on the date hereof, except as to any Governmental
                  Approvals and Governmental Registrations required under
                  Federal Law, the law of the State, the Delaware General
                  Corporation Law, the Delaware Uniform Commercial Code, the law
                  of California and the law of Texas that are not the subject of
                  our opinion expressed in paragraph 6 above;

                  (b) the Loan Documents constitute (subject to the same
         qualifications as are contained in subparagraph (a) of the immediately
         preceding paragraph) the valid, legally binding and enforceable
         agreements of the parties thereto under all applicable law (other than,
         in the case of the Company, and the Guarantors, Federal Law and the law
         of the State, except as to any Governmental Approvals and Governmental
         Registrations required under Federal Law or the law of the State that
         are not the subject of our opinion expressed in paragraph 6 above);

                  (c) for so much of our opinions expressed in paragraphs 2 and
         3 as relates to Section 15.1 of the Agreement and the equivalent
         sections in the other Loan Documents relating to the selection of New
         York law as the governing law of the agreements, that such sections
         would be enforced by a court in strict conformity to the provisions of
         New York General Obligations Law Section 5-1401;

                  (d) (i) the Collateral Agent (on behalf of the Holders of the
         Secured Obligations) hold the Securities (A) within the State and (B)
         without notice of any adverse claim, as defined in Section 8-102(a)(1)
         of the Uniform Commercial Code; and (ii) the Collateral Agent complies
         with the provisions of, and continuously holds such Securities for the
         benefit of the Holders of the Secured Obligations in the manner
         provided for in, the Pledgor Security Agreement;

                  (e) each of the Delaware Guarantors is a corporation or
         limited liability company, as applicable, organized solely under the
         laws of the State of Delaware;

                  (f) each of the Company, the Texas Guarantors and the
         California Guarantors has knowingly, voluntarily and intelligently
         waived its right to a trial by jury in any proceeding involving the
         Loan Documents; and

                                       57
<PAGE>

                  (g) the Company and the Guarantors are engaged only in the
         businesses described in the Company's Annual Report on Form 10-K for
         its fiscal year ended September 30, 2003 and Quarterly Report on Form
         10-Q for the quarter ended June 30, 2004.

                                              Very truly yours,




                                       58
<PAGE>

                                                                         Annex A


                     Subsidiaries of Headwaters Incorporated

ACM Block & Brick General, Inc.
ACM Block & Brick Partner, LLC
ACM Block & Brick, LLC
ACM Block & Brick, LP
ACM FlexCrete, LP
ACM Georgia, Inc.
American Construction Materials, Inc.
Best Masonry  & Tool Supply, Inc.
Chihuahua Stone LLC
Comaco, Inc.
Covol Engineered Fuels, LC
Covol Services Corporation
Don's Building Supply, L.P.
Eagle Stone & Brick LLC
Eldorado Acquisition, LLC
Eldorado Funding Co.
Eldorado G-Acquisition Co.
Eldorado SC-Acquisition Co.
Eldorado Stone Acquisition Co., LLC
Eldorado Stone Corporation
Eldorado Stone Funding Co., LLC
Eldorado Stone LLC
Eldorado Stone Operations LLC
Global Climate Reserve Corporation
Headwaters Clean Coal Corp.
Headwaters Heavy Oil, Inc.
Headwaters NanoKinetix, Inc.
Headwaters Olysub Corporation
Headwaters Technology Innovation Group, Inc.
HTI Chemical Subsidiary, Inc.
Hydrocarbon Technologies, Inc.
ISG Manufactured Products, Inc.
ISG Partner, Inc.
ISG Resources, Inc.
ISG Services Corporation
ISG Swift Crete, Inc.

                                       59
<PAGE>

L&S Stone LLC
L-B Stone LLC
Lewis W. Osborne, Inc.
Magna Wall, Inc.
Northwest Properties LLC
Northwest Stone & Brick Co., Inc.
Northwest Stone & Brick LLC
Palestine Concrete Tile Company, L.P.
StoneCraft Industries LLC
Tempe Stone LLC
United Terrazzo Supply Co., Inc.
VFL Technology Corporation
Tapco Holdings, Inc.
Tapco International Corporation
Vantage Building Products Corporation
MTP, Inc.
Atlantic Shutter Systems, Inc.
Metamora Products Corporation
Metamora Products Corporation of Elkland
Wamco Corporation
Builders Edge, Inc.

                                       60
<PAGE>

                                                                         Annex B



The following definitions apply to the opinion to which this Annex B is
attached:

"Applicable Law" means (a) all applicable common law and principles of equity
and (b) all applicable provisions of all (i) constitutions, statutes, rules,
regulations and orders of governmental bodies, (ii) Governmental Approvals and
(iii) orders, decisions, judgments and decrees of all courts (whether at law or
in equity or admiralty) and arbitrators.

"California Guarantors" means Lewis W. Osborne Inc. and United Terrazzo Supply
Co., Inc.

"Delaware Guarantors" means Headwaters Olysub Corporation, Chihuaha Stone LLC,
Eagle Stone & Brick LLC, Eldorado Stone Acquisition Co., LLC, Eldorado Stone
LLC, Eldorado Stone Operations LLC, L&S Stone LLC, L-B Stone LLC, Northwest
Properties LLC, Northwest Stone & Brick LLC, StoneCraft Industries LLC, and
Tempe Stone LLC.

"Governmental Approval" means any authorization, consent, approval, license or
exemption (or the like) of or from any governmental unit.

"Governmental Registration" means any registration or filing (or the like) with,
or report or notice (or the like) to, any governmental unit.

"Grantor" means, with respect to any Security Interest, the grantor thereof.

"Loan Documents" means each of the Agreement, the Guaranty and the Collateral
Agreement, collectively.

"Security" means, with respect to any Person, (a) any and all shares, interests,
participations or other equivalents (however designated) of capital stock of a
corporation, any and all similar ownership interests in a Person (other than a
corporation) and (b) any option, warrant or other right to acquire, any such
shares, interests, participations, equivalents or similar ownership interests of
such Person.

"Texas Guarantors" means Best Masonry & Tool Supply, Inc., Don's Building
Supply, L.P., Palestine Concrete Tile Company, L.P., Magna Wall, Inc., ACM Block
& Brick LP, and ACM FlexCrete, LP.

"Uniform Commercial Code" means the Delaware Uniform Commercial Code, Division 9
of the California Commercial Code, or the Texas Uniform Commercial Code,
whichever is applicable.

                                       61
<PAGE>


                                   EXHIBIT A-2

                        FORM OF OPINION OF LOCAL COUNSEL

                                    Attached


<PAGE>


                        FORM OF OPINION OF LOCAL COUNSEL
                       WITH RESPECT TO REAL ESTATE MATTERS

                                __________, 2004

To:    The Lenders under the Credit Agreements
       referred to below and to Morgan Stanley Senior Funding, Inc., as
       Administrative Agent, and Morgan Stanley & Co. Incorporated, as
       Collateral Agent

    Re: Headwaters Incorporated [and [**Name of Subsidiary Fee Owner**]]

Ladies and Gentlemen:

         We have acted as special [name of State] (the "State") counsel to
Headwaters Incorporated, a Delaware corporation ("Borrower") [and [**Insert name
of fee owner and state and organization type**) ("Mortgagor")] in connection
with the execution and delivery of the [Mortgages/Deeds of Trust] referenced
below pursuant to that certain Credit Agreement dated as of September 8, 2004
(the "First Lien Credit Agreement") by and among Borrower, the Lenders (as
defined therein), Morgan Stanley Senior Funding, Inc., as administrative agent
(in such capacity, "Administrative Agent") for the Lenders, Morgan Stanley & Co.
Incorporated, as collateral agent (in such capacity, "Collateral Agent") for the
Lenders and certain other parties named therein, and that certain Second Lien
Credit Agreement dated as of September 8, 2004 (the "Second Lien Credit
Agreement") by and among Borrower, the Lenders (as defined therein),
Administrative Agent, Collateral Agent, and certain other parties named therein.
The First Lien Credit Agreement and Second Lien Credit Agreement are
collectively referred to herein as the "Credit Agreements". This opinion is
rendered at the request of Borrower pursuant to Section 6.26(b)(G) of the First
Lien Credit Agreement and Section 6.18(b)(G) of the Second Lien Credit
Agreement. Capitalized terms used herein and not otherwise defined shall have
the respective meanings ascribed to such terms in the [Mortgages/Deeds of
Trust], or if not defined therein, in the Credit Agreements.

         In our capacity as such counsel, we have examined originals, or copies
identified to our satisfaction as being true copies, of such records, documents
or other instruments as in our judgment are necessary or appropriate to enable
us to render the opinions expressed below, including such corporate records and
documents of [Borrower/Mortgagor] and such certificates of public officials and
officers of [Borrower/Mortgagor] as we have deemed necessary or appropriate for
purposes of this opinion. These records, documents and instruments also included
execution copies or counterparts of the following documents (collectively, the
"Subject Documents"):

         1. The Credit Agreements;

<PAGE>

         2. The [Mortgage/Deed of Trust], Assignment of Rents and Leases,
Security Agreement and Fixture Filing dated as of ________, 2004 from
[Borrower//Mortgagor], as [mortgagor/grantor], to [__________________, as
trustee ("Trustee"), for the benefit of] Collateral Agent, as
[mortgagee/beneficiary] (the "[First Lien Mortgage/First Lien Deed of Trust]"),
encumbering the "Mortgaged Property" described therein;

         3. The [Mortgage/Deed of Trust], Assignment of Rents and Leases,
Security Agreement and Fixture Filing dated as of __________, 2004 from
[Borrower//Mortgagor], as [mortgagor/grantor], to [______________, as trustee
("Trustee"), for the benefit of] Collateral Agent, as [mortgagee/beneficiary]
(the "[Second Lien Mortgage/Second Lien Deed of Trust]" and, collectively with
the First Lien Mortgage/First Lien Deed of Trust, the "Mortgages/Deeds of
Trust"), encumbering the "Mortgaged Property" described therein[.][; and]

         4. [** FOR MICHIGAN, GEORGIA AND NORTH CAROLINA: The Uniform Commercial
Code Fixture Filings naming [Borrower//Mortgagor] as debtor and Collateral Agent
as secured party, relating to the Mortgaged Property (the "Fixture Filings").**]

                                   Assumptions

         In rendering this opinion we have assumed, without having made any
independent investigation of the facts, except with respect to matters of State
and federal law on which we have opined below, the following:

                  (i) the genuineness of all signatures, the authenticity of all
         documents submitted to us as originals and the conformity with
         originals of all documents submitted to us as copies;

                  (ii) to the extent that the obligations of
         [Borrower/Mortgagor] may be dependent upon such matters, other than
         with respect to [Borrower/Mortgagor], that each party to the agreements
         and contracts referred to herein is duly formed, validly existing and
         in good standing under the laws of its jurisdiction of formation; that
         each such other party has the requisite corporate or other
         organizational power and authority to perform its obligations under
         such agreements and contracts, as applicable; and that such agreements
         and contracts have been duly authorized, executed and delivered by, and
         each of them constitutes the legally valid and binding obligations of,
         such other parties, as applicable, enforceable against such other
         parties in accordance with their respective terms;

                  (iii) that [Borrower/Mortgagor] is duly incorporated, validly
         existing and in good standing under the laws of its jurisdiction of
         incorporation;

                                       63
<PAGE>

                  (iv) that [Borrower/Mortgagor] has the requisite corporate
         power and authority to enter into and perform its obligations under the
         Subject Documents to which it is a party;

                  (v) the due authorization, execution and delivery by
         [Borrower/Mortgagor] of the Subject Documents to which
         [Borrower/Mortgagor] is a party;

                  (vi) that a part or all of the loan proceeds to be advanced
         pursuant to the Credit Agreements will have been advanced on or before
         the date hereof;

                  (vii) that all material factual matters, including without
         limitation, representations and warranties, contained in the Subject
         Documents, are true and correct as set forth therein;

                  (viii) that [Borrower/Mortgagor], at the time of recordation
         of the [Mortgages/Deeds of Trust][**FOR MICHIGAN, GEORGIA AND NORTH
         CAROLINA: and filing of the Fixture Filings**], held an interest of
         record in the real property portions of the Mortgaged Property owned by
         [Borrower/Mortgagor]; [and]

                  (ix) [**FOR MICHIGAN, GEORGIA AND NORTH CAROLINA: that the
         portions of the Fixtures (as defined below) that are or are to become
         fixtures with respect to the Mortgaged Property are and will be located
         on the Mortgaged Property; and**]

                  (x) that the Subject Documents will be governed by and
         construed in accordance with the internal laws of the State,
         notwithstanding the provisions of the Subject Documents to the
         contrary.

                                    Opinions

         On the basis of such examination, our reliance upon the assumptions
contained herein and our consideration of those questions of law we considered
relevant, and subject to the limitations and qualifications in this opinion, we
are of the opinion that:

                  1. Each [Mortgage/Deed of Trust] constitutes the legal, valid
         and binding obligation of [Borrower/Mortgagor], enforceable against
         [Borrower/Mortgagor] in accordance with its terms.

                  2. The execution and delivery of the Subject Documents, the
         performance by [Borrower/Mortgagor] of its obligations thereunder and
         the compliance with the terms and conditions thereof by
         [Borrower/Mortgagor] are not in contravention of or in conflict with
         any law, rule or regulation of the State applicable to
         [Borrower/Mortgagor].

                                       64
<PAGE>

                  3. The execution and delivery by [Borrower/Mortgagor] of the
         Subject Documents to which it is a party and the performance of
         [Borrower/Mortgagor]'s obligations thereunder do not require any
         governmental consents, approvals, authorizations, permits,
         registrations, declarations or filings or other action or any notices
         to, consents of, orders of or filings with any governmental authority
         or regulatory body of the State (including those having jurisdiction
         over the enforcement of the environmental laws of the State), except
         for the recordation of the [Mortgages/Deeds of Trust] [** FOR MICHIGAN,
         GEORGIA AND NORTH CAROLINA: and the Fixture Filings**] in the
         respective recording offices described herein.

                  4. Each [Mortgage/Deed of Trust] (including the
         acknowledgement, attestation, seal and witness requirements) is in
         appropriate form for recordation in the State.

                  5. Each [Mortgage/Deed of Trust] is in proper form sufficient
         to create a valid [mortgage/deed of trust lien] in favor of Collateral
         Agent on, and to vest [Trustee and] Agent with power of sale in, such
         of the Mortgaged Property described therein that constitutes real
         property (including fixtures, to the extent the same constitute real
         property). The recordation of the [Mortgages/Deeds of Trust] in the [**
         NAME APPROPRIATE COUNTY RECORDING OFFICE**] are the only recordation,
         filings or registrations necessary to perfect the liens on the
         Mortgaged Property created by the [Mortgages/Deeds of Trust] [** FOR
         MICHIGAN, GEORGIA AND NORTH CAROLINA:, except for the filing with the
         ** NAME APPROPRIATE COUNTY RECORDING OFFICE** of the Fixture Filings
         regarding that portion of the Mortgaged Property constituting
         fixtures**]. Upon recordation of the [Mortgages/Deeds of Trust] in the
         [** NAME APPROPRIATE COUNTY RECORDING OFFICE**], [Trustee/Collateral
         Agent] will have valid and perfected [mortgage/deed of trust liens] on
         the Mortgaged Property described therein. No other recordation, filing,
         re-recordation or re-filing is necessary in order to perfect or to
         maintain the priority of the liens created by the [Mortgages/Deeds of
         Trust].

                  6. The real property descriptions attached to the
         [Mortgages/Deeds of Trust] are in form legally sufficient for the
         purpose of subjecting that portion of the Mortgaged Property that
         constitutes real property to the liens evidenced by the
         [Mortgages/Deeds of Trust] [** FOR MICHIGAN, GEORGIA AND NORTH
         CAROLINA: and the Fixture Filings**].

                  7. Each [Mortgage/Deed of Trust] is in proper form sufficient
         to constitute a valid and effective fixture filing with respect to the
         Premises under Article 9 of the Uniform Commercial Code as in effect in
         the State naming [Borrower/Mortgagor] as debtor and Agent as secured
         party.

                  8. Collateral Agent is not required to qualify to transact
         business in the State nor will Collateral Agent incur any tax imposed
         by the State (including, without limitation, any tax imposed by the

                                       65
<PAGE>

         State on interest or on revenue paid in respect of the Credit
         Agreements), solely as the result of the ownership or recordation of
         the [Mortgages/Deeds of Trust].

                  9. [**FOR MICHIGAN, GEORGIA AND NORTH CAROLINA: The Fixture
         Filings are in appropriate form for recordation in the State.**]

                  10. [**FOR MICHIGAN, GEORGIA AND NORTH CAROLINA: With respect
         to that portion of the Mortgaged Property in which a security interest
         may be perfected by the recordation of a fixture filing in the State
         (the "Fixtures"), the proper place to file the Fixture Filings is in
         the [LIST APPROPRIATE COUNTY RECORDING OFFICE] (the "Filing Office"),
         and no filing or recordation in any other place is necessary under the
         UCC to perfect a security interest in the Fixtures. Upon the
         recordation of the Fixture Filings with the Filing Office, Agent will
         have a perfected security interest in the Fixtures. Subsequent to the
         recordation of the Fixture Filings in accordance with the procedures
         set forth above, no other, further or subsequent filing, recordation,
         registration, re-filing, re-recordation or re-registration of the
         Fixture Filings or any additional financing statements or any other
         instrument and no other actions will be necessary or advisable to
         perfect or continue the perfection of the lien created thereby, except
         that Article 9 of the UCC requires the recordation of continuation
         statements within the period of six (6) months prior to the expiration
         of five (5) years from the date of the original recordation or the
         recordation of any continuation statement in order to maintain the
         effectiveness each of the Fixture Filings.**]

                  11. [Except as specifically set forth on Schedule 1 hereto,
         no] [No] taxes or other charges, including, without limitation,
         intangible, documentary, stamp, mortgage, transfer or recording taxes
         or similar charges are payable to the State or to any governmental
         authority or regulatory body located therein on account of the
         execution or delivery of the [Mortgages/Deeds of Trust], or the
         creation of the liens and security interests thereunder, or the filing,
         recordation or registration of the [Mortgages/Deeds of Trust], except
         for nominal filing or recording fees.

                                       66
<PAGE>

                                 Qualifications

The foregoing opinions are subject to the following qualifications, limitations
and exceptions:

                  1. Qualifying paragraph 1 above, the enforceability of the
         [Mortgages/Deeds of Trust] and the liens created thereby may be limited
         or affected by bankruptcy, insolvency, reorganization, moratorium or
         similar laws affecting creditors' rights generally (including, without
         limitation, fraudulent conveyance laws) and by general principles of
         equity including, without limitation, concepts of materiality,
         reasonableness, good faith and fair dealing and the possible
         unavailability of specific performance or injunctive relief, regardless
         of whether considered in a proceeding in equity or at law. The
         aforesaid opinion as to enforceability of the [Mortgages/Deeds of
         Trust] is also subject to the qualification that certain provisions
         contained therein may not be enforceable, but (subject to the
         limitations set forth in the foregoing sentence) such unenforceability
         will not render the [Mortgages/Deeds of Trust] invalid as a whole or
         substantially interfere with realization of the principal benefits
         and/or security provided thereby.

                  2. In rendering the opinions expressed in this opinion letter,
         we have made no examination of and express no opinion with respect to:
         (i) title to or, except as to adequacy of form, descriptions of the
         Mortgaged Property described in the [Mortgages/Deeds of Trust]; (ii)
         the nature or extent of [Borrower/Mortgagor]'s rights in, or title to,
         the Mortgaged Property; (iii) the existence or non-existence of liens,
         security interests, charges or encumbrances thereon or therein actually
         of record; or (iv) the priority of any liens on any part of the
         Mortgaged Property. We have not independently certified the existence,
         condition, location or ownership of any of the Mortgaged Property.

This opinion is given as of the date hereof, and we disclaim any obligation to
update this opinion letter for events occurring after the date of this opinion
letter. The foregoing opinion applies only with respect to the laws of the State
and the federal laws of the United States of America and we express no opinion
with respect to the laws of any other jurisdiction.

This opinion is rendered only to Administrative Agent, the Collateral Agent and
the Lenders and their respective successors and assigns (including any
participant in any Secured Party's interest) and is solely for their benefit in
connection with the transactions contemplated by the Subject Documents and may
not be relied upon by Administrative Agent, Collateral Agent or any Lender or
any of their respective successors or assigns for any other purpose without our
prior written consent.

                                           Very truly yours,


                                       67
<PAGE>

                                   SCHEDULE 1

                Mortgage Recording Taxes, Documentary Stamp Taxes
                        and other similar Taxes and Fees


[**INSERT DESCRIPTION OF AND METHOD OF CALCULATING ALL MORTGAGE RECORDING TAXES,
DOCUMENTARY STAMP TAXES AND SIMILAR TAXES AND FEES**]




<PAGE>


                                   EXHIBIT A-3

                      FORM OF CORPORATE FORMALITIES OPINION

                                    Attached


<PAGE>

                        FORM OF OPINION OF LOCAL COUNSEL
                      WITH RESPECT TO CORPORATE FORMALITIES

                                 _________, 2004

To:    The Lenders under the Credit Agreements
       referred to below and to Morgan Stanley
       Senior Funding, Inc., as Administrative Agent,
       and Morgan Stanley & Co. Incorporated, as
       Collateral Agent

    Re: Headwaters Incorporated [and [**Name of Subsidiary Fee Owner**]]

Ladies and Gentlemen:

We have acted as special [name of State] (the "State") counsel to Headwaters
Incorporated, a Delaware corporation ("Borrower"), [and [**Insert name of fee
owner and state and organization type**] ("Mortgagor"),] in connection with the
execution and delivery of (i) the First Lien [Mortgage/Deed of Trust] referenced
below pursuant to that certain Credit Agreement dated as of September 8, 2004
(the "First Lien Credit Agreement") by and among Borrower, the lenders referred
to therein (the "First Lien Lenders"), Morgan Stanley Senior Funding, Inc.
("MSSF"), as administrative agent (in such capacity, "First Lien Administrative
Agent") for the First Lien Lenders, Morgan Stanley & Co. Incorporated ("MSCI"),
as collateral agent (in such capacity, "First Lien Collateral Agent") for the
First Lien Lenders and certain other parties named therein, and (ii) the Second
Lien [Mortgage/Deed of Trust] referenced below pursuant to that certain Second
Lien Credit Agreement dated as of September 8, 2004 (the "Second Lien Credit
Agreement"; collectively with the First Lien Credit Agreement, the "Credit
Agreements") by and among Borrower, the lenders referred to therein (the "Second
Lien Lenders"; collectively with the First Lien Lenders, the "Lenders"), MSSF,
as administrative agent (in such capacity, "Second Lien Administrative Agent";
collectively with First Lien Administrative Agent, "Administrative Agent") for
the Second Lien Lenders, MSCI, as collateral agent (in such capacity, "Second
Lien Collateral Agent"; collectively with First Lien Collateral Agent,
"Collateral Agent") for the Second Lien Lenders, and certain other parties named
therein. This opinion is rendered at the request of Borrower pursuant to Section
6.26(b)(G) of the First Lien Credit Agreement and Section 6.18(b)(G) of the
Second Lien Credit Agreement. Capitalized terms used herein and not otherwise
defined shall have the respective meanings ascribed to such terms in the
[Mortgages/Deeds of Trust], or if not defined therein, in the Credit Agreements.

In our capacity as such counsel, we have examined originals, or copies
identified to our satisfaction as being true copies, of such records, documents
or other instruments as in our judgment are necessary or appropriate to enable
us to render the opinions expressed below, including such corporate records and

<PAGE>

documents of [Borrower/Mortgagor] and such certificates of public officials and
officers of [Borrower/Mortgagor] as we have deemed necessary or appropriate for
purposes of this opinion. These records, documents and instruments also included
execution copies or counterparts of the following documents (collectively, the
"Subject Documents"):

                  1. The Credit Agreements;

                  2. The [Mortgage/Deed of Trust], Assignment of Rents and
Leases, Security Agreement and Fixture Filing ([State]) dated as of _________,
2004 from [Borrower//Mortgagor], as [mortgagor/grantor], to [_______________, as
trustee ("Trustee"), for the benefit of] First Lien Collateral Agent, as
[mortgagee/beneficiary] (the "[First Lien Mortgage/Deed of Trust]"), encumbering
the "Mortgaged Property" described therein; and

                  3. The [Mortgage/Deed of Trust], Assignment of Rents and
Leases, Security Agreement and Fixture Filing ([State]) dated as of ________,
2004 from [Borrower//Mortgagor], as [mortgagor/grantor], to [__________________,
as trustee ("Trustee"), for the benefit of] Second Lien Collateral Agent, as
[mortgagee/beneficiary] (the "[Second Lien Mortgage/Deed of Trust]" and,
collectively with the First Lien Mortgage/Deed of Trust, the "Mortgages/Deeds of
Trust"), encumbering the Mortgaged Property.

                                   Assumptions

In rendering this opinion we have assumed, without having made any independent
investigation of the facts, except with respect to matters of State and federal
law on which we have opined below, the following:

                  (i) the genuineness of all signatures, the authenticity of all
         documents submitted to us as originals and the conformity with
         originals of all documents submitted to us as copies;

                  (ii) to the extent that the obligations of
         [Borrower/Mortgagor] may be dependent upon such matters, other than
         with respect to [Borrower/Mortgagor], that each party to the agreements
         and contracts referred to herein is duly formed, validly existing and
         in good standing under the laws of its jurisdiction of formation; that
         each such other party has the requisite corporate or other
         organizational power and authority to perform its obligations under
         such agreements and contracts, as applicable; and that such agreements
         and contracts have been duly authorized, executed and delivered by, and
         each of them constitutes the legally valid and binding obligations of,
         such other parties, as applicable, enforceable against such other
         parties in accordance with their respective terms; and

                  (iii) that all material factual matters, including without
         limitation, representations and warranties, contained in the Subject
         Documents, are true and correct as set forth therein.

<PAGE>

                                    Opinions

On the basis of such examination, our reliance upon the assumptions contained
herein and our consideration of those questions of law we considered relevant,
and subject to the limitations and qualifications in this opinion, we are of the
opinion that:

                  1. [Borrower/Mortgagor] is duly organized, validly existing
and in good standing under the laws of the State.

                  2. [Borrower/Mortgagor] has the requisite corporate power and
authority to enter into and perform its obligations under the Subject Documents
to which it is a party.

                  3. The Subject Documents to which [Borrower/Mortgagor] is a
party have been duly authorized, executed and delivered by [Borrower/Mortgagor].

                  4. The execution, delivery and performance by
[Borrower/Mortgagor] of the Subject Documents to which it is a party do not
contravene its certificate or articles of incorporation, by-laws or other
organizational documents.

                                 Qualifications

The foregoing opinions are subject to the following qualifications, limitations
and exceptions:

This opinion is given as of the date hereof, and we disclaim any obligation to
update this opinion letter for events occurring after the date of this opinion
letter. The foregoing opinion applies only with respect to the laws of the State
and the federal laws of the United States of America and we express no opinion
with respect to the laws of any other jurisdiction.

This opinion is rendered only to Administrative Agent, Collateral Agent and the
Lenders and their respective successors and assigns (including any participant
in any Lender's interest) and is solely for their benefit in connection with the
transactions contemplated by the Subject Documents and may not be relied upon by
Administrative Agent, Collateral Agent or any Lender or any of their respective
successors or assigns for any other purpose without our prior written consent.

                                              Very truly yours,



<PAGE>

                                    EXHIBIT B

                         FORM OF COMPLIANCE CERTIFICATE



To:      The Lenders under the
         Credit Agreement described below

This Compliance Certificate is furnished pursuant to that certain Credit
Agreement, dated as of September 8, 2004 (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Headwaters Incorporated, a Delaware corporation, as the Borrower (the
"Borrower"), the Lenders and Morgan Stanley Senior Funding, Inc., as
Administrative Agent (the "Administrative Agent") for the Lenders. Unless
otherwise defined herein, capitalized terms used in this Compliance Certificate
have the meanings ascribed thereto in the Credit Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1. I am the duly elected __________ of the Borrower;(2)

         2. I have reviewed the terms of the Credit Agreement and I have made,
or have caused to be made under my supervision, a detailed review of the
transactions and conditions of the Borrower and its Subsidiaries during the
accounting period ending on ________ __, 20__ and covered by the attached
financial statements;

         3. The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or event which constitutes
a Default or Unmatured Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth below;

         4. Schedule I attached hereto sets forth financial data and
computations evidencing the Borrower's compliance with certain covenants of the
Credit Agreement, all of which data and computations are true, complete and
correct;

         5. (a) Schedule II attached hereto sets forth any new applications to
register patentable inventions, trademarks and copyrights filed by the Borrower
or any Domestic Subsidiary which have not been previously disclosed to the
Administrative Agent and (b) attached hereto is an intellectual property
security agreement supplement in the form of Annex A executed as of the date
hereof by the Borrower or such Domestic Subsidiary that has filed such new
applications to register patentable inventions, trademarks and copyrights; and

         6. (a) Schedule III attached hereto set forth any new commercial tort
claims (the "Commercial Tort Claims") belonging to the Borrower or any Domestic
Subsidiary which have not been previously disclosed to the Administrative Agent
and (b) attached hereto is a pledge and security agreement supplement in the
form of Annex B executed as of the date hereof by the Borrower or such Domestic
Subsidiary to whom such new commercial tort claims belong.

--------------------
(2) Per Section 6.1.3 of the Credit Agreement, this certificate is to be
completed and executed by the chief financial officer or treasurer.

<PAGE>

Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:


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

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

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

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

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

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

<PAGE>

The foregoing certifications, together with the computations set forth in
Schedule I hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this ___ day of ____________, 20__.



                                            HEADWATERS INCORPORATED, as Borrower





                                            By:
                                            Name:
                                            Title:


<PAGE>

                      SCHEDULE I TO COMPLIANCE CERTIFICATE

         Compliance as of _________, ____ (the "Compliance Date") with
Provisions of Sections 6.21, 6.22, 6.23 and certain other Sections of the Credit
Agreement (3)


I. FINANCIAL COVENANTS

A. TOTAL LEVERAGE RATIO (Section 6.21.1)

         (1) Consolidated Funded Indebtedness

                  (a)      Outstanding funded Consolidated
                           Indebtedness                             $___________

                  (b)      Undrawn amount of all standby Letters
                           of Credit                              + $___________

                  (c)      Principal component of all Capitalized
                           Lease Obligations                      + $___________

                  (d)      Aggregate amount of Off-Balance Sheet
                           Liabilities                            + $___________

                  (e)      Contingent Obligations with respect to
                           A(1)(a) through A(1)(d)                + $___________

                  (f)      Consolidated Funded Indedebtedness
                           (Sum of A)(1)(a) through A(1)(e))        $___________


         (2) Consolidated EBITDA(4)

                  (a)      Consolidated Net Income                  $___________

                  (b)      Consolidated Interest Expense          + $___________

                  (c)      Expense for taxes paid or accrued      + $___________

                  (d)      Depreciation                           + $___________

                  (e)      Amortization                           + $___________

                  (f)      Non-cash charges for impairments of
                           goodwill and intangible assets         + $___________

                  (g)      Tax credits under Section 29 of the
                           Code as a result of Permitted
                           Alternative Fuel Acquisition [Maximum:
                           $20,000,000 in any fiscal year]        + $___________

                  (h)      Interest income                        - $___________

                  (i)      Consolidated EBITDA (Sum of A)(2)(a)
                           through A(2)(h))                       = $___________

         (3) Total Leverage Ratio (Ratio of A(1)(d) to A(2)(i))     ____ to 1.00

         (4) Maximum Total Leverage Ratio for the applicable
             period                                                 ____ to 1.00

B. SENIOR LEVERAGE RATIO (Section 6.21.2)

         (1) Consolidated Funded Indebtedness (A(1)(f) above)       $___________

         (2) Subordinated Indebtedness                            - $___________

         (3) (B)(1) minus (B)(2)                                    $___________

         (4) Consolidated EBITDA (A(2)(i) above)                    $___________

         (5) Senior Leverage Ratio (Ratio of B(3) to B(4))          $___________

         (6) Maximum Senior Leverage Ratio for the applicable
             period                                                 ____ to 1.00


----------------------
(3) In case of any inconsistency between the provisions of this Schedule and the
provisions of the Credit Agreement, the Credit Agreement shall prevail.

(4) For the periods indicated on Schedule I to the Credit Agreement,
Consolidated EBITDA shall be deemed to be the amounts set forth therein.

<PAGE>

C. FIXED CHARGE COVERAGE RATIO (Section 6.22)

         (1)

                  (a) Consolidated EBITDA (A(2)(i) above)           $___________

                  (b) Rentals                                     + $___________

                  (c) Consolidated EBITDAR (Sum of C(1)(a) and
                      C(1)(b)):                                     $___________

                  (d) Consolidated Capital Expenditures           + $___________

                  (e) Expenses for taxes paid in cash or taxes
                      accrued                                       $___________

                  (f) Total:                                        $___________

         (2)

                  (a) Consolidated Interest Expense                 $___________

                  (b) Consolidated Future Maturities (including,
                      without limitation, Capitalized Lease
                      Obligations)                                + $___________

                  (c) Rentals to be paid                          + $___________

                  (d) Total:                                        $___________

         (3) Fixed Charge Coverage Ratio (Ratio of C(1)(f) to
             C(2)(d))                                              _____ to 1.00

         (4) Maximum Fixed Charge Coverage Ratio for any Fiscal
             Quarter                                                2.00 to 1.00


II. OTHER MISCELLANEOUS PROVISIONS

A. SALE OF ASSETS (Section 6.12)

         (1)      State whether any asset sales (other than asset
                  sales permitted pursuant to Sections 6.12.1
                  through 6.12.5, inclusive) have occurred.            Yes/No

B. INDEBTEDNESS (Section 6.14.4)

         Aggregate outstanding principal amount of Indebtedness
         (excluding Capitalized Leases) incurred in connection
         with purchase money security interests
         [Maximum:  $1,000,000]                                     $___________

C. CAPITAL EXPENDITURES (Section 6.23).

         (1)      The Capital Expenditures incurred during the
                  previous fiscal year on a non-cumulative basis
                  in the aggregate for the Borrower and its
                  Subsidiaries [Maximum: $_______](5)               $___________

D. RENTALS (Section 6.24).

         (1)      The aggregate amount of obligations resulting
                  from Rentals during the most recent fiscal year
                  on a cumulative basis for the Borrower and its
                  Subsidiaries. [Maximum 5% of Consolidated Total
                  Assets]                                           $___________


------------------
(5) See Section 6.23 of the Credit Agreement for the appropriate value.

<PAGE>

                      SCHEDULE II TO COMPLIANCE CERTIFICATE

  New Applications to Register Patentable Inventions, Trademarks and Copyrights




<PAGE>

                     SCHEDULE III TO COMPLIANCE CERTIFICATE

                           New Commercial Tort Claims

       [Describe parties, case number (if applicable), nature of dispute]




<PAGE>

                        ANNEX A TO COMPLIANCE CERTIFICATE

                          FORM OF INTELLECTUAL PROPERTY
                          SECURITY AGREEMENT SUPPLEMENT

                  This INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (this
"IP Security Agreement Supplement") dated ________, _____, is made by the Person
listed on the signature page hereof (the "Grantor") in favor of MORGAN STANLEY &
CO. INCORPORATED ("MSI"), as collateral agent (the "Collateral Agent") for the
Holders of Secured Obligations (as defined in the Credit Agreement referred to
below).

                  WHEREAS, HEADWATERS INCORPORATED, a Delaware corporation, has
entered into a Credit Agreement dated as of September 8, 2004 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), with, among others, MORGAN STANLEY SENIOR FUNDING, INC., as
Administrative Agent, MSI, as Collateral Agent, and the Lenders party thereto.
Terms defined in the Credit Agreement and not otherwise defined herein are used
herein as defined in the Credit Agreement.

                  WHEREAS, pursuant to the Credit Agreement, the Grantor and
certain other Persons have executed and delivered that certain First Lien Pledge
and Security Agreement dated September 8, 2004 made by the Grantor and such
other Persons to the Collateral Agent (as amended, amended and restated,
supplemented or otherwise modified from time to time, the "Security Agreement")
and that certain Intellectual Property Security Agreement dated September 8,
2004 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the "IP Security Agreement").

                  WHEREAS, under the terms of the Security Agreement, the
Grantor has granted to the Collateral Agent, for the ratable benefit of the
Holders of Secured Obligations, a security interest in the Additional Collateral
(as defined in Section 1 below) of the Grantor and has agreed as a condition
thereof to execute this IP Security Agreement Supplement for recording with the
U.S. Patent and Trademark Office, the United States Copyright Office and other
governmental authorities.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Grantor agrees as
follows:

SECTION 1. Grant of Security. Each Grantor hereby grants to the Collateral
Agent, for the ratable benefit of the Holders of Secured Obligations, a security
interest in all of such Grantor's right, title and interest in and to the
patents, trademarks, copyrights and license agreements set forth in Schedule A
hereto (the "Additional Collateral").

SECTION 2. Supplement to Security Agreement. Exhibit B to the Security Agreement
is, effective as of the date hereof, hereby supplemented to add to such Schedule
the Additional Collateral.

SECTION 3. Security for Obligations. The grant of a security interest in the
Additional Collateral by the Grantor under this IP Security Agreement Supplement
secures the payment of all Obligations of the Grantor now or hereafter existing
under or in respect of the Loan Documents, whether direct or indirect, absolute
or contingent, and whether for principal, reimbursement obligations, interest,
premiums, penalties, fees, indemnifications, contract causes of action, costs,
expenses or otherwise. Upon the termination of the pledge and security interest
granted under the Security Agreement in accordance with Section 7.4 of the
Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver
to the Grantor an instrument in writing releasing the security interest in
Additional Collateral acquired under this IP Security Agreement Supplement.

SECTION 4. Recordation. The Grantor authorizes and requests that the Register of
Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and
any other applicable government officer to record this IP Security Agreement
Supplement.

SECTION 5. Grants, Rights and Remedies. This IP Security Agreement Supplement
has been entered into in conjunction with the provisions of the Security
Agreement. The Grantor does hereby acknowledge and confirm that the grant of the
security interest hereunder to, and the rights and remedies of, the Collateral
Agent with respect to the Additional Collateral are more fully set forth in the
Security Agreement, the terms and provisions of which are incorporated herein by
reference as if fully set forth herein.

SECTION 6. Governing Law. This IP Security Agreement Supplement shall be
governed by, and construed in accordance with, the laws of the State of New
York.

WITNESS WHEREOF, the Grantor has caused this IP Security Agreement Supplement to
be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.



                                           [NAME OF GRANTOR]




                                           By
                                           Name:
                                           Title:




                                           Address for Notices:


<PAGE>

                        ANNEX B TO COMPLIANCE CERTIFICATE

                                 FORM OF PLEDGE
                        AND SECURITY AGREEMENT SUPPLEMENT


                  This PLEDGE AND SECURITY AGREEMENT SUPPLEMENT (this
"Supplement") dated ________, ____, is made by the Person listed on the
signature page hereof (the "Grantor") in favor of MORGAN STANLEY & CO.
INCORPORATED, as collateral agent (the "Collateral Agent") for the Holders of
Secured Obligations (as defined in the Credit Agreement referred to below).

                  WHEREAS, HEADWATERS INCORPORATED, a Delaware corporation, has
entered into a Credit Agreement dated as of September 8, 2004 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), with among others, MORGAN STANLEY SENIOR FUNDING, INC., as
administrative agent, the Collateral Agent, and the Lenders party thereto. Terms
defined in the Credit Agreement and not otherwise defined herein are used herein
as defined in the Credit Agreement.

                  WHEREAS, pursuant to the Credit Agreement, the Grantor and
certain other Persons have executed and delivered that certain First Lien Pledge
and Security Agreement dated September 8, 2004 made by the Grantor and such
other Persons to the Collateral Agent (as amended, amended and restated,
supplemented or otherwise modified from time to time, the "Security Agreement").

                  WHEREAS, the Grantor has identified a new commercial tort
claim that is listed and described on Schedule I hereto as belonging to it (the
"Additional Collateral").

                  WHEREAS, under the terms of the Security Agreement, the
Grantor has agreed to execute and deliver to the Collateral Agent a supplement
to the Security Agreement to evidence the grant of a security interest in the
Additional Collateral.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Grantor agrees as
follows:

                  SECTION 1. Security. The Grantor hereby grants to the
Collateral Agent, on behalf of and for the ratable benefit of the Holders of
Secured Obligations, a security interest in all of the Grantor's right, title
and interest, in and to the Additional Collateral.

                  SECTION 2. Supplement to Security Agreement. Exhibit E to the
Security Agreement is, effective as of the date hereof, hereby supplemented to
add to such Exhibit the Additional Collateral.

                  SECTION 3. Security for Obligations. The grant of a security
interest in the Additional Collateral by the Grantor under this Supplement
secures the payment of all Obligations of the Grantor now or hereafter existing
under or in respect of the Loan Documents, whether direct or indirect, absolute
or contingent, and whether for principal, reimbursement obligations, interest,
premiums, penalties, fees, indemnifications, contract causes of action, costs,
expenses or otherwise. Upon the termination of the pledge and security interest
granted under the Security Agreement in accordance with Section 7.4 of the
Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver
to the Grantor an instrument in writing releasing the security interest in
Additional Collateral acquired under this Supplement.

                  SECTION 4. Perfection. The Grantor agrees to perform all acts
necessary to perfect the Collateral Agent's security interest in the Additional
Collateral, including the filing of a UCC-1 naming the Collateral Agent as
secured party and describing the collateral in a manner sufficient to perfect
the Collateral Agent's security interest in the Additional Collateral under the
Uniform Commercial Code.

                  SECTION 5. Grants, Rights and Remedies. This Supplement has
been entered into in conjunction with the provisions of the Security Agreement.
The Grantor does hereby acknowledge and confirm that the grant of the security
interest hereunder to, and the rights and remedies of, the Collateral Agent with
respect to the Additional Collateral are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated herein by
reference as if fully set forth herein.

                  SECTION 6. Governing Law. This Supplement shall be governed
by, and construed in accordance with, the laws of the State of New York.

                  IN WITNESS WHEREOF, the Grantor has caused this Supplement to
be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.



                                           [NAME OF GRANTOR]





                                            By
                                            Name:
                                            Title:


<PAGE>

                                   SCHEDULE I
                            TO THE FORM OF PLEDGE AND
                          SECURITY AGREEMENT SUPPLEMENT


                        [Described Commercial Tort Claim]



<PAGE>

                                    EXHIBIT C

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption (the "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between [Insert
name of Assignor] (the "Assignor") and [Insert name of Assignee] (the
"Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns
to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Terms and Conditions and the
Credit Agreement, as of the Effective Date inserted by the Administrative Agent
as contemplated below, the interest in and to all of the Assignor's rights and
obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto that represents the amount
and percentage interest identified below of all of the Assignor's outstanding
rights and obligations under the respective facilities identified below
(including, without limitation, any letters of credit, guaranties and swingline
loans included in such facilities and, to the extent permitted to be assigned
under applicable law, all claims (including without limitation contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or
in equity), suits, causes of action and any other right of the Assignor against
any Person whether known or unknown arising under or in connection with the
Credit Agreement, any other documents or instruments delivered pursuant thereto
or the loan transactions governed thereby) (the "Assigned Interest"). Such sale
and assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty
by the Assignor.

1. Assignor:____________________________________________________________________

2. Assignee:_____________________________________ [and is an Affiliate/Approved
   Fund of [identify Lender](6)

3. Borrower: HEADWATERS INCORPORATED

4. Agent: Morgan Stanley Senior Funding, Inc. as the Administrative
   Agent under the Credit Agreement
   _____________________________________________________________________________


5. Credit Agreement:  The Credit Agreement dated as of September 8, 2004 among
                      the Borrower, the Lenders, and the Administrative Agent.

6. Assigned Interest:
<TABLE>
<CAPTION>
------------------ ------------------------ ----------------- -----------------------
                   Aggregate Amount of      Amount of
                   Commitment/Loans for all Commitment/Loans  Percentage Assigned of
Facility Assigned  Lenders*                 Assigned*         Commitment/Loans(7)
------------------ ------------------------ ----------------- -----------------------
<S>                  <C>                      <C>                  <C>
____________(8)      $                        $                    _______%
____________         $                        $                    _______%
____________         $                        $                    _______%
------------------ ------------------------ ----------------- -----------------------
</TABLE>

7. Trade Date: (9)______________________________________________________________


Effective Date: ____________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND
WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE
ADMINISTRATIVE AGENT.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

                                       ASSIGNOR
                                       [NAME OF ASSIGNOR]


                                       By:
                                          --------------------------------------
                                          Title:

                                       ASSIGNEE
                                       [NAME OF ASSIGNEE]


                                       By:
                                          --------------------------------------
                                          Title:

 [Consented to and](10) Accepted:
 MORGAN STANLEY SENIOR FUNDING, INC., as Administrative
 Agent

 By:  ___________________________
 Title:

 [Consented to:](11)

 [HEADWATERS INCORPORATED,
 as Borrower]

 By:  ___________________________
 Title:

----------------------
(6) Select as applicable.

         *Amount to be adjusted by the counterparties to take into account any
payments or prepayments made between the Trade Date and the Effective Date.

(7) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
of all Lenders thereunder.

(8) Fill in the appropriate terminology for the types of facilities under the
Credit Agreement that are being assigned under this Agreement (e.g. Revolving
Loan Commitment, Term Loan B Commitment, etc.).

(9) Insert if satisfaction of minimum amounts is to be determined as of the
Trade Date.

(10) To be added only if the consent of the Administrative Agent is required by
the terms of the Credit Agreement.

(11) To be added only if the consent of the Borrower is required by the terms of
the Credit Agreement.

<PAGE>

                                     ANNEX 1
                            TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

                  1. Representations and Warranties.

                  1.1 Assignor. The Assignor represents and warrants that (i) it
is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby. Neither the Assignor nor any of its officers,
directors, employees, agents or attorneys shall be responsible for (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency, perfection, priority,
collectibility, or value of the Loan Documents or any collateral thereunder,
(iii) the financial condition of the Borrower, any of its Subsidiaries or
Affiliates or any other Person obligated in respect of any Loan Document, (iv)
the performance or observance by the Borrower, any of its Subsidiaries or
Affiliates or any other Person of any of their respective obligations under any
Loan Document, (v) inspecting any of the property, books or records of the
Borrower, or any guarantor, or (vi) any mistake, error of judgment, or action
taken or omitted to be taken in connection with the Loans or the Loan Documents.

                  1.2. Assignee. The Assignee (a) represents and warrants that
(i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
the Assigned Interest, shall have the obligations of a Lender thereunder, (iii)
agrees that its payment instructions and notice instructions are as set forth in
Schedule 1 to this Assignment and Assumption, (iv) confirms that none of the
funds, monies, assets or other consideration being used to make the purchase and
assumption hereunder are "plan assets" as defined under ERISA and that its
rights, benefits and interests in and under the Loan Documents will not be "plan
assets" under ERISA, (v) agrees to indemnify and hold the Assignor harmless
against all losses, costs and expenses (including, without limitation,
reasonable attorneys' fees) and liabilities incurred by the Assignor in
connection with or arising in any manner from the Assignee's non-performance of
the obligations assumed under this Assignment and Assumption, (vi) it has
received a copy of the Credit Agreement, together with copies of financial
statements and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, and (vii) attached as Schedule 1 to
this Assignment and Assumption is any documentation required to be delivered by
the Assignee with respect to its tax status pursuant to the terms of the Credit
Agreement, duly completed and executed by the Assignee and (b) agrees that (i)
it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, and (ii) it will perform
in accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.

                  2. Payments. The Assignee shall pay the Assignor, on the
Effective Date, the amount agreed to by the Assignor and the Assignee. From and
after the Effective Date, the Administrative Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but
excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date.

                  3. General Provisions. This Assignment and Assumption shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by, and construed in accordance with, the
internal law of the State of New York.

<PAGE>

                                   SCHEDULE 1

                          ADMINISTRATIVE QUESTIONNAIRE

     (Schedule to be supplied by Closing Unit or Trading Documentation Unit)



              US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS


     (Schedule to be supplied by Closing Unit or Trading Documentation Unit)


<PAGE>


                                    EXHIBIT D

            FORM OF LOAN/ CREDIT RELATED MONEY TRANSFER INSTRUCTIONS

To Morgan Stanley Senior Funding, Inc.,
as Administrative Agent (the "Administrative Agent") under the Credit Agreement
described below.

                  Re: Credit Agreement, dated as of September 8, 2004 (as the
                  same may be amended, restated, supplemented or otherwise
                  modified from time to time, the "Credit Agreement"), among
                  Headwaters Incorporated (the "Borrower"), the Lenders, and the
                  Administrative Agent. Capitalized terms used herein and not
                  otherwise defined herein shall have the meanings assigned
                  thereto in the Credit Agreement.


The Administrative Agent is specifically authorized and directed to act upon the
following standing money transfer instructions with respect to the proceeds of
Advances or other extensions of credit from time to time until receipt by the
Administrative Agent of a specific written revocation of such instructions by
the Borrower, provided, however, that the Administrative Agent may otherwise
transfer funds as hereafter directed in writing by the Borrower in accordance
with Section 13.1 of the Credit Agreement or based on any telephonic notice made
in accordance with Section 2.14 of the Credit Agreement.

 Facility Identification Number(s)______________________________________________

 Customer/Account Name         Headwaters Incorporated

 Transfer Funds To _____________________________________________________________

 For Account No.________________________________________________________________

 Reference/Attention To_________________________________________________________


 Authorized Officer (Customer Representative)       Date   __________________


 _____________________________________________      ____________________________
 (Please Print)                                     Signature

 Bank Officer Name                                  Date________________________


 _____________________________________________      ____________________________
 (Please Print)                                     Signature

<PAGE>

                                   EXHIBIT E-1

                   FORM OF PROMISSORY NOTE FOR REVOLVING LOAN

                     $________________ September [__], 2004


         HEADWATERS INCORPORATED, a Delaware corporation (the "Borrower"),
promises to pay to the order of [LENDER] or its registered assigns (the
"Lender") the aggregate unpaid principal amount of all Revolving Loans made by
the Lender to Borrower pursuant to the Agreement (as hereinafter defined), in
immediately available funds at the place specified pursuant to Article II of the
Agreement, together with interest on the unpaid principal amount hereof at the
rates and on the dates set forth in the Agreement. The Borrower shall pay, in
Dollars, the principal of and accrued and unpaid interest on the Revolving Loans
in full on the Revolving Loan Termination Date and shall make such mandatory
payments as are required to be made under the terms of Article II of the
Agreement.

The Lender shall, and is hereby authorized to, record on the schedule attached
hereto, or to otherwise record in accordance with its usual practice, the date
and amount of each Revolving Loan and the date and amount of each principal
payment hereunder.

This Revolving Loan Note (this "Note") is one of the Notes issued pursuant to,
and is entitled to the benefits of, the Credit Agreement, dated as of September
8, 2004 (which, as it may be amended, restated, supplemented or otherwise
modified and in effect from time to time, is herein called the "Agreement"),
among the Borrower, the Lenders and Morgan Stanley Senior Funding, Inc., as
Administrative Agent (the "Administrative Agent"), to which Agreement reference
is hereby made for a statement of the terms and conditions governing this Note,
including the terms and conditions under which this Note may be prepaid or its
maturity date accelerated. Capitalized terms used herein and not otherwise
defined herein are used with the meanings attributed to them in the Agreement.

This Note is equally and ratably secured by the Collateral Documents. Reference
is hereby made to the Collateral Documents for a description of the collateral
thereby mortgaged, warranted, bargained, sold, releases, conveyed, assigned,
transferred, pledged and hypothecated, the nature and extent of the security for
this Note, the rights of the holder of this Note, the Administrative Agent in
respect of such security and otherwise.

This Note shall be governed by, and construed in accordance with, the internal
laws, but without regard to the conflict of law provisions, of the State of New
York, but giving effect to federal laws applicable to national banks.

                                       HEADWATERS INCORPORATED, as Borrower


                                       By: ________________________________
                                       Name:
                                       Title:

<PAGE>

              SCHEDULE OF REVOLVING LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                 REVOLVING LOAN NOTE OF HEADWATERS INCORPORATED
                               DATED [___________]



                       Principal              Principal
                       Amount of                Amount            Unpaid
    Date            Revolving Loan               Paid             Balance

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



<PAGE>

                                   EXHIBIT E-2

                             FORM OF TERM LOAN NOTE

$_____________                                              September [__], 2004


         HEADWATERS INCORPORATED, a Delaware corporation (the "Borrower"),
promises to pay to the order of [LENDER] or its registered assigns (the
"Lender") the aggregate unpaid principal amount of the Term Loan made by the
Lender to Borrower pursuant to Article II of the Agreement (as hereinafter
defined), in immediately available funds at the main office of Morgan Stanley
Senior Funding, Inc., as Administrative Agent (the "Administrative Agent"),
together with interest on the unpaid principal amount hereof at the rates and on
the dates set forth in the Agreement. The Borrower shall pay, in Dollars, the
principal of and accrued and unpaid interest on the Term Loan in full on the
Term Loan Maturity Date. The principal indebtedness evidenced hereby shall be
payable in installments as set forth in Article II of the Agreement with a final
installment payable on the Term Loan Maturity Date.

The Lender shall, and is hereby authorized to, record on the schedule attached
hereto, or to otherwise record in accordance with its usual practice, the date
and amount of the Term Loan and the date and amount of each principal payment
hereunder.

This Term Loan Note (this "Note") is one of the Notes issued pursuant to, and is
entitled to the benefits of, the Credit Agreement, dated as of September 8, 2004
(which, as it may be amended, restated, supplemented or otherwise modified and
in effect from time to time, is herein called the "Agreement"), among the
Borrower, the Lenders and the Administrative Agent, to which Agreement reference
is hereby made for a statement of the terms and conditions governing this Note,
including the terms and conditions under which this Note may be prepaid or its
maturity date accelerated. Capitalized terms used herein and not otherwise
defined herein are used with the meanings attributed to them in the Agreement.

This Note is secured by the Collateral Documents. Reference is hereby made to
the Collateral Documents for a description of the collateral thereby mortgaged,
warranted, bargained, sold, releases, conveyed, assigned, transferred, pledged
and hypothecated, the nature and extent of the security for this Note, the
rights of the holder of this Note, the Administrative Agent in respect of such
security and otherwise.

This Note shall be governed by, and construed in accordance with, the internal
laws, but without regard to the conflict of law provisions, of the State of New
York, but giving effect to federal laws applicable to national banks.

                                       HEADWATERS INCORPORATED, as the Borrower

                                       By: ________________________________
                                       Name:
                                       Title:

<PAGE>

                SCHEDULE OF TERM LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                    TERM LOAN NOTE OF HEADWATERS INCORPORATED
                                DATED [________]



                   Principal          Maturity        Principal
                   Amount of        of Interest        Amount          Unpaid
     Date          Term Loan           Period           Paid           Balance

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


<PAGE>

                                    EXHIBIT F

                          FORM OF OFFICER'S CERTIFICATE

                              OFFICER'S CERTIFICATE

         I, the undersigned, hereby certify to the Administrative Agent and the
Lenders (each as defined below) that I am the _________________ of HEADWATERS
INCORPORATED, a corporation duly organized and existing under the laws of the
State of Delaware (the "Borrower"). Capitalized terms used herein and not
otherwise defined herein are as defined in that certain Credit Agreement dated
as of September 8, 2004 by and among the Borrower, the institutions from time to
time parties thereto as Lenders (the "Lenders") and Morgan Stanley Senior
Funding, Inc., as the "Administrative Agent" (as the same may be amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"). Capitalized terms used herein shall have the meanings set
forth in the Credit Agreement.

         I further certify to the Administrative Agent and the Lenders, as such
officer and not individually, that, pursuant to Section 6.1.3 of the Credit
Agreement, as of the date hereof:

         1.       No Default or Unmatured Default exists [other than the
                  following (describe the nature of the Default or Unmatured
                  Default and the status thereof)].

         IN WITNESS WHEREOF, I hereby subscribe my name on behalf of the
Borrower on this ____ day of ___________, 200_.

<PAGE>

                                               HEADWATERS INCORPORATED,
                                               as Borrower


                                               By:_________________________
                                                  [Insert Name of Officer]

<PAGE>

                                    EXHIBIT G

              CLOSING DOCUMENTS NOT OTHERWISE LISTED IN SECTION 4.1


Capitalized terms used herein shall have the meaning ascribed to them in the
Credit Agreement (the "Credit Agreement") by and among Headwaters Incorporated,
a Delaware corporation (the "Borrower"), the institutions from time to time
parties thereto as Lenders (the "Lenders"), Morgan Stanley Senior Funding, Inc.,
as Administrative Agent, Joint Lead Arranger, and Joint Book Runner, Morgan
Stanley & Co. Incorporated as Collateral Agent and JPMorgan Chase Bank as
Syndication Agent, Joint Lead Arranger and Joint Lead Bookrunner.

1.       Guaranty made by each Guarantor (each such Guarantor and the Borrower,
         herein being the "U.S. Credit Parties") in favor of the Agent for the
         benefit of the Holders of Secured Obligations.

2.       First Lien Pledge and Security Agreement executed by each U.S. Credit
         Party evidencing its grant of a security interest in substantially all
         of its respective personal property in favor of the Agent for the
         benefit of the Holders of Secured Obligations, together with:

                  (a)      To the extent they exist, certificates representing
                           the pledged Securities referred to therein
                           accompanied by undated stock powers executed in
                           blank;

                  (b)      The originals of all Instruments referred to therein
                           indorsed in blank;

                  (c)      UCC, tax and judgment lien search reports naming each
                           U.S. Credit Party from the appropriate offices in
                           those jurisdictions deemed necessary or advisable by
                           the Administrative Agent, and copies of all effective
                           financing statements filed in such jurisdictions that
                           list any of the U.S. Credit Parties as debtors;

                  (d)      UCC Financing Statements naming each U.S. Credit
                           Party as debtor and the Agent as secured party as
                           filed with the appropriate offices in those
                           jurisdictions deemed necessary or advisable by the
                           Administrative Agent in order to perfect and protect
                           the first priority liens and security interests
                           created under the Pledge and Security Agreement;

                  (e)      Evidence of the terms of the insurance required by
                           the Credit Agreement; and

                  (f)      Evidence of completion of all other filings of or
                           with respect to the Pledge and Security Agreement
                           that the Collateral Agent may deem necessary or
                           desirable in order to perfect and protect the Liens
                           created thereby.

<PAGE>

(3)      Intercreditor Agreement executed by the Borrower, the First Lien
         Administrative Agent, the Second Lien Administrative Agent, the First
         Lien Collateral Agent and the Second Lien Collateral Agent.

(4)      Intellectual Property Security Agreement made by the U.S. Credit
         Parties, in favor of the Agent for the benefit of the Holders of
         Secured Obligations.

(5)      Good Standing Certificates (or the equivalent thereof) for each U.S.
         Credit Party from its respective jurisdiction of organization and those
         other jurisdictions where its ownership, lease or operation of
         properties or the conduct of its business requires it to be qualified
         to do business and in good standing, dated near the closing date
         together with bring downs dated the Closing Date.

(6)      Opinion letters of the Borrower's and the other US Credit Parties'
         domestic counsel Pillsbury Winthrop LLP, addressed to the Agent and the
         Lenders, relating to, among other things, enforceability, creation and
         perfection of security interests (with respect to US Credit Parties
         organized under the laws of the States of Delaware, Texas and
         California), and non-contravention of applicable laws or of the
         indenture in respect of Tapco's 12 1/2% notes.

(7)      Opinion letters of local counsel to the U.S. Credit Parties addressed
         to the Agent and the Lenders, relating to, among other things,
         perfection of security interests, good standing, incorporation, due
         authorization and non-contravention of laws or organizational
         documents, etc. with respect to U.S. Credit Parties organized in states
         other than Delaware, Texas and California, as agreed between the
         Borrower and the Lenders, except as may be otherwise provided in the
         opinion referred to in paragraph 8 below.

(8)      Opinion letter of in-house counsel to the U.S. Credit Parties (other
         than Tapco and its Subsidiaries) addressed to the Agent and the
         Lenders, relating to, among other things, good standing, incorporation,
         due authorization and non-contravention of organizational documents.

<PAGE>

                                    EXHIBIT H

             DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS
                 AND LEASES AND FIXTURE FILING ([____________])


                                   by and from

                                      [ ],
                                    "Grantor"


                                       to


                           [_____________], "Trustee"


                               for the benefit of


   MORGAN STANLEY & CO. INCORPORATED, in its capacity as Agent, "Beneficiary"


                       Dated as of [_______________], 2004

                            Location: [____________]
                          Municipality: [____________]
                             County: [____________]
                              State: [____________]



              THE SECURED PARTY (BENEFICIARY) DESIRES THIS FIXTURE
            FILING TO BE INDEXED AGAINST THE RECORD OWNER OF THE REAL
                            ESTATE DESCRIBED HEREIN.


                      PREPARED BY, RECORDING REQUESTED BY,
                           AND WHEN RECORDED MAIL TO:


                             Shearman & Sterling LLP
                              599 Lexington Avenue
                          New York, New York 10022-6069
                       Attention: Malcolm M. Kratzer, Esq.
                                 File #5822/2942

<PAGE>

             DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS
                 AND LEASES AND FIXTURE FILING ([____________])

         THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES
AND FIXTURE FILING ([____________]) (this "Deed of Trust") is dated as of
[______], 2004 by and from [_____________], a [___________]
[corporation][limited partnership] ("Grantor"), whose address is
[__________________], to [__________________], a [__________________]
("Trustee"), with an address at [________________________], for the benefit of
MORGAN STANLEY & CO. INCORPORATED, a ________, as collateral agent (in such
capacity, "Agent" or "Collateral Agent") for the Lenders as defined in the
Credit Agreement (defined below), having an address at 1633 Broadway, 25th
Floor, New York, New York 10019 (Agent, together with its successors and
assigns, "Beneficiary").

                                    ARTICLE 1
                                   DEFINITIONS

         Section 1.1 Definitions. All capitalized terms used herein without
definition shall have the respective meanings ascribed to them in that certain
Credit Agreement dated as of September 8, 2004 as the same may be amended,
amended and restated, supplemented or otherwise modified from time to time (the
"Credit Agreement"), among Headwaters Incorporated ("Borrower"), Agent, Morgan
Stanley Senior Funding, Inc., ("Administrative Agent"), the Lenders identified
therein and certain other parties named therein. As used herein, the following
terms shall have the following meanings:

         (a) "Event of Default": An Event of Default under and as defined in the
Credit Agreement.

         (b) "Guaranty": That certain Guaranty Agreement by and from Grantor and
the other guarantors referred to therein for the benefit of the Lender Parties
dated as of even date herewith, as the same may hereafter be amended, amended
and restated, supplemented or otherwise modified from time to time.

         (c) "Indebtedness": (1) All indebtedness of Grantor to Beneficiary or
any of the other Lender Parties under the Credit Agreement or any other Loan
Document, including, without limitation (except as otherwise set forth in
Section 2(b) of the Guaranty Agreement), the sum of all (a) principal, interest
and other amounts owing under or evidenced or secured by the Loan Documents, (b)
principal, interest and other amounts which may hereafter be lent by Beneficiary
or any of the other Lender Parties under or in connection with the Credit
Agreement or any of the other Loan Documents, whether evidenced by a promissory
note or other instrument which, by its terms, is secured hereby, and (c)
obligations and liabilities of any nature now or hereafter existing under or
arising in connection with Facility LCs and other extensions of credit under the
Credit Agreement or any of the other Loan Documents and reimbursement
obligations in respect thereof, together with interest and other amounts payable
with respect thereto, and (2) all other indebtedness, obligations and
liabilities now or hereafter existing of any kind of Grantor to Beneficiary or
any of the other Lender Parties under documents which recite that they are
intended to be secured by this Deed of Trust. The Indebtedness secured hereby
includes, without limitation, all interest and expenses accruing after the
commencement by or against Grantor or any of its affiliates of a proceeding
under the Bankruptcy Code (defined below) or any similar law for the relief of
debtors. The Credit Agreement contains a revolving credit facility which permits
Borrower to borrow certain principal amounts, repay all or a portion of such
principal amounts, and reborrow the amounts previously paid to the Lender

<PAGE>

Parties, all upon satisfaction of certain conditions stated in the Credit
Agreement. This Deed of Trust secures all advances and re-advances under the
Credit Agreement, including, without limitation, those under the revolving
credit facility contained therein.

         (d) "Lender Parties": Any Lender, Administrative Agent and Collateral
Agent.

         (e) "Mortgaged Property": The fee interest in the real property
described in Exhibit A attached hereto and incorporated herein by this
reference, together with any greater estate therein as hereafter may be acquired
by Grantor (the "Land"), and all of Grantor's right, title and interest in and
to (1) all improvements now owned or hereafter acquired by Grantor, now or at
any time situated, placed or constructed upon the Land (the "Improvements"; the
Land and Improvements are collectively referred to as the "Premises"), (2) all
materials, supplies, equipment, apparatus and other items of personal property
now owned or hereafter acquired by Grantor and now or hereafter attached to,
installed in or used in connection with any of the Improvements or the Land, and
water, gas, electrical, telephone, storm and sanitary sewer facilities and all
other utilities whether or not situated in easements (the "Fixtures"), (3) all
goods, accounts, inventory, general intangibles, instruments, documents,
contract rights and chattel paper, including all such items as defined in the
UCC (defined below), now owned or hereafter acquired by Grantor and now or
hereafter affixed to, placed upon, used in connection with, arising from or
otherwise related to the Premises (the "Personalty"), (4) all reserves, escrows
or impounds required under the Credit Agreement or any of the other Loan
Documents and all deposit accounts maintained by Grantor with respect to the
Mortgaged Property (the "Deposit Accounts"), (5) all leases, licenses,
concessions, occupancy agreements or other agreements (written or oral, now or
at any time in effect) which grant to any Person a possessory interest in, or
the right to use, all or any part of the Mortgaged Property, together with all
related security and other deposits (the "Leases"), (6) all of the rents,
revenues, royalties, income, proceeds, profits, accounts receivable, security
and other types of deposits, and other benefits paid or payable by parties to
the Leases for using, leasing, licensing possessing, operating from, residing
in, selling or otherwise enjoying the Mortgaged Property (the "Rents"), (7) all
other agreements, such as construction contracts, architects' agreements,
engineers' contracts, utility contracts, maintenance agreements, management
agreements, service contracts, listing agreements, guaranties, warranties,
permits, licenses, certificates and entitlements in any way relating to the
construction, use, occupancy, operation, maintenance, enjoyment or ownership of
the Mortgaged Property (the "Property Agreements"), (8) all rights, privileges,
tenements, hereditaments, rights-of-way, easements, appendages and appurtenances
appertaining to the foregoing, (9) all property tax refunds payable with respect
to the Mortgaged Property (the "Tax Refunds"), (10) all accessions, replacements
and substitutions for any of the foregoing and all proceeds thereof (the
"Proceeds"), (11) all insurance policies, unearned premiums therefor and
proceeds from such policies covering any of the above property now or hereafter
acquired by Grantor (the "Insurance"), and (12) all awards, damages,
remunerations, reimbursements, settlements or compensation heretofore made or
hereafter to be made by any governmental authority pertaining to any
condemnation or other taking (or any purchase in lieu thereof) of all or any
portion of the Land, Improvements, Fixtures or Personalty (the "Condemnation
Awards"). As used in this Deed of Trust, the term "Mortgaged Property" shall
mean all or, where the context permits or requires, any portion of the above or
any interest therein.

         (f) "Obligations": All of the agreements, covenants, conditions,
warranties, representations and other obligations of Grantor (including, without
limitation, the obligation to repay the Indebtedness) under the Credit Agreement
and the other Loan Documents to which it is a party.

         (g) "Permitted Liens": Liens described in Section 6.15 of the Credit
Agreement other than those Liens described in Sections 6.15.9 and 6.15.17.

         (h) "Security Agreement": That certain Security Agreement by and from
Grantor and the other grantors referred to therein to Agent and the other Lender

                                       2
<PAGE>

Parties dated as of even date herewith, as the same may hereafter be amended,
amended and restated, supplemented or otherwise modified from time to time.

         (i) "UCC": The Uniform Commercial Code of [________________] or, if the
creation, perfection and enforcement of any security interest herein granted is
governed by the laws of a state other than [___________________], then, as to
the matter in question, the Uniform Commercial Code in effect in that state.

                                    ARTICLE 2
                                      GRANT

         SECTION 2.1 Grant. To secure the full and timely payment of the
Indebtedness and the full and timely performance of the Obligations, Grantor
GRANTS, BARGAINS, ASSIGNS, SELLS, CONVEYS and CONFIRMS, to Trustee the Mortgaged
Property, subject, however, only to the matters that are set forth on Exhibit B
attached hereto (the "Permitted Encumbrances") and to Permitted Liens, TO HAVE
AND TO HOLD the Mortgaged Property, IN TRUST, WITH POWER OF SALE, and Grantor
does hereby bind itself, its successors and assigns to WARRANT AND FOREVER
DEFEND the title to the Mortgaged Property unto Trustee.

                                    ARTICLE 3
                    WARRANTIES, REPRESENTATIONS AND COVENANTS

         Grantor warrants, represents and covenants to Beneficiary as follows:

         SECTION 3.1 Title to Mortgaged Property and Lien of this Instrument.
Grantor owns the Mortgaged Property free and clear of any liens, claims or
interests, except the Permitted Encumbrances and the Permitted Liens. This Deed
of Trust creates valid, enforceable first priority liens and security interests
against the Mortgaged Property.

         SECTION 3.2 First Lien Status. Grantor shall preserve and protect the
first lien and security interest status of this Deed of Trust and the other Loan
Documents. If any lien or security interest other than a Permitted Encumbrance
or a Permitted Lien is asserted against the Mortgaged Property, Grantor shall
promptly, and at its expense, (a) give Beneficiary a detailed written notice of
such lien or security interest (including origin, amount and other terms), and
(b) pay the underlying claim in full or take such other action so as to cause it
to be released or contest the same in compliance with the requirements of the
Credit Agreement (including the requirement of providing a bond or other
security satisfactory to Beneficiary).

         SECTION 3.3 Payment and Performance. Grantor shall pay the Indebtedness
when due under the Credit Agreement and the other Loan Documents and shall
perform the Obligations in full when they are required to be performed.

         SECTION 3.4 Replacement of Fixtures and Personalty. Grantor shall not,
without the prior written consent of Beneficiary, permit any of the Fixtures or
Personalty owned or leased by Grantor to be removed at any time from the Land or
Improvements, unless the removed item is removed temporarily for maintenance and
repair or is permitted to be removed by the Credit Agreement.

                                       3
<PAGE>

         SECTION 3.5 Inspection. Grantor shall permit Beneficiary and the other
Lender Parties and their respective agents, representatives and employees, upon
reasonable prior notice to Grantor, to inspect the Mortgaged Property and all
books and records of Grantor located thereon, and to conduct such environmental
and engineering studies as Beneficiary or the other Lender Parties may require,
provided that such inspections and studies shall not materially interfere with
the use and operation of the Mortgaged Property.

         SECTION 3.6 Other Covenants. All of the covenants in the Credit
Agreement are incorporated herein by reference and, together with covenants in
this Article 3, shall be covenants running with the Land.

         SECTION 3.7 Insurance; Condemnation Awards and Insurance Proceeds.

         (a) Insurance. Grantor shall maintain or cause to be maintained, with
financially sound and reputable insurers, insurance with respect to the
Mortgaged Property against loss or damage of the kinds customarily carried or
maintained under similar circumstances by corporations of established reputation
engaged in similar businesses. Each such policy of insurance shall name
Beneficiary as the loss payee (or, in the case of liability insurance, an
additional insured) thereunder for the ratable benefit of the Lender Parties,
shall (except in the case of liability insurance) name Beneficiary as the
"mortgagee" under a so-called "New York" long form non-contributory endorsement
and shall provide for at least 30 days' prior written notice of any material
modification or cancellation of such policy. In addition to the foregoing, if
any portion of the Mortgaged Property is located in an area identified by the
Federal Emergency Management Agency as an area having special flood hazards and
in which flood insurance has been made available under the National Flood
Insurance Act of 1968 (or any amendment or successor act thereto), then Grantor
shall maintain, or cause to be maintained, with a financially sound and
reputable insurer, flood insurance in an amount sufficient to comply with all
applicable rules and regulations promulgated pursuant to such Act.

                  (b) Condemnation Awards. Grantor assigns all Condemnation
Awards to Beneficiary and authorizes Beneficiary to collect and receive such
Condemnation Awards and to give proper receipts and acquittances therefor,
subject to the terms of the Credit Agreement (including, without limitation,
Section 2.2(b) thereof).

                  (c) Insurance Proceeds. Grantor assigns to Beneficiary all
proceeds of any insurance policies insuring against loss or damage to the
Mortgaged Property. Subject to the terms of the Credit Agreement (including,
without limitation, Section 2.2(b) thereof), Grantor authorizes Beneficiary to
collect and receive such proceeds and authorizes and directs the issuer of each
of such insurance policies to make payment for all such losses directly to
Beneficiary, instead of to Grantor and Beneficiary jointly.

                                    ARTICLE 4
                             [Intentionally Omitted]

                                       4
<PAGE>

                                    ARTICLE 5
                             DEFAULT AND FORECLOSURE

         SECTION 5.1 Remedies. Upon the occurrence and during the continuance of
an Event of Default, Beneficiary may, at Beneficiary's election and by or
through Trustee or otherwise, exercise any or all of the following rights,
remedies and recourses:

         (a) Acceleration. Subject to any provisions of the Loan Documents
providing for the automatic acceleration of the Indebtedness upon the occurrence
of certain Events of Default, declare the Indebtedness to be immediately due and
payable, without further notice, presentment, protest, notice of intent to
accelerate, notice of acceleration, demand or action of any nature whatsoever
(each of which hereby is expressly waived by Grantor), whereupon the same shall
become immediately due and payable.

         (b) Entry on Mortgaged Property. Enter the Mortgaged Property and take
exclusive possession thereof and of all books, records and accounts relating
thereto or located thereon. If Grantor remains in possession of the Mortgaged
Property following the occurrence and during the continuance of an Event of
Default and without Beneficiary's prior written consent, Beneficiary may invoke
any legal remedies to dispossess Grantor.

         (c) Operation of Mortgaged Property. Hold, lease, develop, manage,
operate or otherwise use the Mortgaged Property upon such terms and conditions
as Beneficiary may deem reasonable under the circumstances (making such repairs,
alterations, additions and improvements and taking other actions, from time to
time, as Beneficiary deems necessary or desirable), and apply all Rents and
other amounts collected by Trustee or Beneficiary in connection therewith in
accordance with the provisions of Section 5.7.

         (d) Foreclosure and Sale. Institute proceedings for the complete
foreclosure of this Deed of Trust by judicial action or by power of sale, in
which case the Mortgaged Property may be sold for cash or credit in one or more
parcels as Beneficiary may determine. With respect to any notices required or
permitted under the UCC, Grantor agrees that ten (10) days' prior written notice
shall be deemed commercially reasonable. At any such sale by virtue of any
judicial proceedings, power of sale, or any other legal right, remedy or
recourse, the title to and right of possession of any such property shall pass
to the purchaser thereof, and to the fullest extent permitted by law, Grantor
shall be completely and irrevocably divested of all of its right, title,
interest, claim, equity, equity of redemption, and demand whatsoever, either at
law or in equity, in and to the property sold and such sale shall be a perpetual
bar both at law and in equity against Grantor, and against all other Persons
claiming or to claim the property sold or any part thereof, by, through or under
Grantor. Beneficiary or any of the other Lender Parties may be a purchaser at
such sale. If Beneficiary or such other Lender Party is the highest bidder,
Beneficiary or such other Lender Party may credit the portion of the purchase
price that would be distributed to Beneficiary or such other Lender Party
against the Indebtedness in lieu of paying cash. In the event this Deed of Trust
is foreclosed by judicial action, appraisement of the Mortgaged Property is
waived.

         (e) Receiver. Make application to a court of competent jurisdiction
for, and obtain from such court as a matter of strict right and without notice
to Grantor or regard to the adequacy of the Mortgaged Property for the repayment
of the Indebtedness, the appointment of a receiver of the Mortgaged Property,
and Grantor irrevocably consents to such appointment. Any such receiver shall
have all the usual powers and duties of receivers in similar cases, including
the full power to rent, maintain and otherwise operate the Mortgaged Property
upon such terms as may be approved by the court, and shall apply such Rents in
accordance with the provisions of Section 5.7.

                                       5
<PAGE>

         (f) Other. Exercise all other rights, remedies and recourses granted
under the Loan Documents or otherwise available at law or in equity.

         SECTION 5.2 Separate Sales. The Mortgaged Property may be sold in one
or more parcels and in such manner and order as Trustee in its sole discretion
may elect. The right of sale arising out of any Event of Default shall not be
exhausted by any one or more sales.

         SECTION 5.3 Remedies Cumulative, Concurrent and Nonexclusive. Trustee,
Beneficiary and the other Lender Parties shall have all rights, remedies and
recourses granted in the Loan Documents and available at law or equity
(including the UCC), which rights (a) shall be cumulative and concurrent, (b)
may be pursued separately, successively or concurrently against Grantor or
others obligated under the Loan Documents, or against the Mortgaged Property, or
against any one or more of them, at the sole discretion of Trustee, Beneficiary
or such other Lender Party, as the case may be, (c) may be exercised as often as
occasion therefor shall arise, and the exercise or failure to exercise any of
them shall not be construed as a waiver or release thereof or of any other
right, remedy or recourse, and (d) are intended to be, and shall be,
nonexclusive. No action by Trustee, Beneficiary or any other Lender Party in the
enforcement of any rights, remedies or recourses under the Loan Documents or
otherwise at law or equity shall be deemed to cure any Event of Default.

         SECTION 5.4 Release of and Resort to Collateral. Beneficiary may
release, regardless of consideration and without the necessity for any notice to
or consent by the holder of any subordinate lien on the Mortgaged Property, any
part of the Mortgaged Property without, as to the remainder, in any way
impairing, affecting, subordinating or releasing the lien or security interest
created in or evidenced by the Loan Documents or their status as a first and
prior lien and security interest in and to the Mortgaged Property. For payment
of the Indebtedness, Beneficiary may resort to any other security in such order
and manner as Beneficiary may elect.

         SECTION 5.5 Waiver of Redemption, Notice and Marshalling of Assets. To
the fullest extent permitted by law, Grantor hereby irrevocably and
unconditionally waives and releases (a) all benefit that might accrue to Grantor
by virtue of any present or future statute of limitations or law or judicial
decision exempting the Mortgaged Property from attachment, levy or sale on
execution or providing for any stay of execution, exemption from civil process,
redemption or extension of time for payment, (b) all notices of any Event of
Default or of any election by Trustee or Beneficiary to exercise or the actual
exercise of any right, remedy or recourse provided for under the Loan Documents,
and (c) any right to a marshalling of assets or a sale in inverse order of
alienation.

         SECTION 5.6 Discontinuance of Proceedings. If Trustee, Beneficiary or
any other Lender Party shall have proceeded to invoke any right, remedy or
recourse permitted under the Loan Documents and shall thereafter elect to
discontinue or abandon it for any reason, Trustee, Beneficiary or such other
Lender Party, as the case may be, shall have the unqualified right to do so and,
in such an event, Grantor, Trustee, Beneficiary and the other Lender Parties
shall be restored to their former positions with respect to the Indebtedness,

                                       6
<PAGE>

the Obligations, the Loan Documents, the Mortgaged Property and otherwise, and
the rights, remedies, recourses and powers of Trustee, Beneficiary and the other
Lender Parties shall continue as if the right, remedy or recourse had never been
invoked, but no such discontinuance or abandonment shall waive any Event of
Default which may then exist or the right of Trustee, Beneficiary or any other
Lender Party thereafter to exercise any right, remedy or recourse under the Loan
Documents for such Event of Default.

         SECTION 5.7 Application of Proceeds. The proceeds of any sale of, and
the Rents and other amounts generated by the holding, leasing, management,
operation or other use of the Mortgaged Property, shall be applied by
Beneficiary or Trustee (or the receiver, if one is appointed) in the following
order unless otherwise required by applicable law:

         (a) to the payment of the costs and expenses of taking possession of
the Mortgaged Property and of holding, using, leasing, repairing, improving and
selling the same, including, without limitation (1) trustee's and receiver's
fees and expenses, including the repayment of the amounts evidenced by any
receiver's certificates, (2) court costs, (3) attorneys' and accountants' fees
and expenses, and (4) costs of advertisement;

         (b) he payment of the Indebtedness and performance of the Obligations
in such manner and order of preference as Beneficiary in its sole discretion may
determine; and

         (c) balance, if any, to the Persons legally entitled thereto.

         SECTION 5.8 Occupancy After Foreclosure. Any sale of the Mortgaged
Property or any part thereof in accordance with Section 5.1(d) will divest all
right, title and interest of Grantor in and to the property sold. Subject to
applicable law, any purchaser at a foreclosure sale will receive immediate
possession of the property purchased. If Grantor retains possession of such
property or any part thereof subsequent to such sale, Grantor will be considered
a tenant at sufferance of the purchaser, and will, if Grantor remains in
possession after demand to remove, be subject to eviction and removal, forcible
or otherwise, with or without process of law.

         SECTION 5.9 Additional Advances and Disbursements; Costs of
Enforcement.

         (a) Upon the occurrence and during the continuance of any Event of
Default, Beneficiary and each of the other Lender Parties shall have the right,
but not the obligation, to cure such Event of Default in the name and on behalf
of Grantor. All sums advanced and expenses incurred at any time by Beneficiary
or any other Lender Party under this Section 5.9, or otherwise under this Deed
of Trust or any of the other Loan Documents or applicable law, shall bear
interest from the date that such sum is advanced or expense incurred, to and
including the date of reimbursement, computed at the highest rate at which
interest is then computed on any portion of the Indebtedness, and all such sums,
together with interest thereon, shall be secured by this Deed of Trust.

         (b) Grantor shall pay all expenses (including reasonable attorneys'
fees and expenses) of or incidental to the perfection and enforcement of this
Deed of Trust and the other Loan Documents, or the enforcement, compromise or
settlement of the Indebtedness or any claim under this Deed of Trust and the
other Loan Documents, and for the curing thereof, or for defending or asserting
the rights and claims of Beneficiary in respect thereof, by litigation or
otherwise.

                                       7
<PAGE>

         SECTION 5.10 No Mortgagee in Possession. Neither the enforcement of any
of the remedies under this Article 5, the assignment of the Rents and Leases
under Article 6, the security interests under Article 7, nor any other remedies
afforded to Beneficiary under the Loan Documents, at law or in equity shall
cause Trustee, Beneficiary or any other Lender Party to be deemed or construed
to be a mortgagee in possession of the Mortgaged Property, to obligate Trustee,
Beneficiary or any other Lender Party to lease the Mortgaged Property or attempt
to do so, or to take any action, incur any expense, or perform or discharge any
obligation, duty or liability whatsoever under any of the Leases or otherwise.

                                    ARTICLE 6
                         ASSIGNMENT OF RENTS AND LEASES

         SECTION 6.1 Assignment. In furtherance of and in addition to the
assignment made by Grantor in Section 2.1 of this Deed of Trust, Grantor hereby
absolutely and unconditionally assigns, sells, transfers and conveys to Trustee
(for the benefit of Beneficiary) and to Beneficiary all of its right, title and
interest in and to all Leases, whether now existing or hereafter entered into,
and all of its right, title and interest in and to all Rents. This assignment is
an absolute assignment and not an assignment for additional security only. So
long as no Event of Default shall have occurred and be continuing, Grantor shall
have a revocable license from Trustee and Beneficiary to exercise all rights
extended to the landlord under the Leases, including the right to receive and
collect all Rents and to hold the Rents in trust for use in the payment and
performance of the Obligations and to otherwise use the same. The foregoing
license is granted subject to the conditional limitation that no Event of
Default shall have occurred and be continuing. Upon the occurrence and during
the continuance of an Event of Default, whether or not legal proceedings have
commenced, and without regard to waste, adequacy of security for the Obligations
or solvency of Grantor, the license herein granted shall automatically expire
and terminate, without notice to Grantor by Trustee or Beneficiary (any such
notice being hereby expressly waived by Grantor to the extent permitted by
applicable law).

         SECTION 6.2 Perfection Upon Recordation. Grantor acknowledges that
Beneficiary and Trustee have taken all actions necessary to obtain, and that
upon recordation of this Deed of Trust Beneficiary and Trustee shall have, to
the extent permitted under applicable law, a valid and fully perfected, first
priority, present assignment of the Rents arising out of the Leases and all
security for such Leases. Grantor acknowledges and agrees that upon recordation
of this Deed of Trust Trustee's and Beneficiary's interest in the Rents shall be
deemed to be fully perfected, "choate" and enforced as to Grantor and to the
extent permitted under applicable law, all third parties, including, without
limitation, any subsequently appointed trustee in any case under Title 11 of the
United States Code (the "Bankruptcy Code"), without the necessity of commencing
a foreclosure action with respect to this Deed of Trust, making formal demand
for the Rents, obtaining the appointment of a receiver or taking any other
affirmative action.

         SECTION 6.3 Bankruptcy Provisions. Without limitation of the absolute
nature of the assignment of the Rents hereunder, Grantor, Trustee and
Beneficiary agree that (a) this Deed of Trust shall constitute a "security
agreement" for purposes of Section 552(b) of the Bankruptcy Code, (b) the
security interest created by this Deed of Trust extends to property of Grantor

                                       8
<PAGE>

acquired before the commencement of a case in bankruptcy and to all amounts paid
as Rents and (c) such security interest shall extend to all Rents acquired by
the estate after the commencement of any case in bankruptcy.

         SECTION 6.4 No Merger of Estates. So long as part of the Indebtedness
and the Obligations secured hereby remain unpaid and undischarged, the fee and
leasehold estates to the Mortgaged Property shall not merge, but shall remain
separate and distinct, notwithstanding the union of such estates either in
Grantor, Beneficiary, any tenant or any third party by purchase or otherwise.

                                    ARTICLE 7
                               SECURITY AGREEMENT

         SECTION 7.1 Security Interest. This Deed of Trust constitutes a
"security agreement" on personal property within the meaning of the UCC and
other applicable law and with respect to the Personalty, Fixtures, Leases,
Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance
and Condemnation Awards. To this end, Grantor grants to Beneficiary a first and
prior security interest in the Personalty, Fixtures, Leases, Rents, Deposit
Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation
Awards and all other Mortgaged Property which is personal property to secure the
payment of the Indebtedness and performance of the Obligations, and agrees that
Beneficiary shall have all the rights and remedies of a secured party under the
UCC with respect to such property. Any notice of sale, disposition or other
intended action by Beneficiary with respect to the Personalty, Fixtures, Leases,
Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance
and Condemnation Awards sent to Grantor at least ten (10) days prior to any
action under the UCC shall constitute reasonable notice to Grantor. In the event
of any inconsistency between the terms of this Deed of Trust and the terms of
the Security Agreement with respect to the collateral covered both therein and
herein, the Security Agreement shall control and govern to the extent of any
such inconsistency.

         SECTION 7.2 Financing Statements. Grantor shall prepare and deliver to
Beneficiary such financing statements, and shall execute and deliver to
Beneficiary such other documents, instruments and further assurances, in each
case in form and substance satisfactory to Beneficiary, as Beneficiary may, from
time to time, reasonably consider necessary to create, perfect and preserve
Beneficiary's security interest hereunder. Grantor hereby irrevocably authorizes
Beneficiary to cause financing statements (and amendments thereto and
continuations thereof) and any such documents, instruments and assurances to be
recorded and filed, at such times and places as may be required or permitted by
law to so create, perfect and preserve such security interest. Grantor
represents and warrants to Beneficiary that Grantor's jurisdiction of
organization is the State of [________________]. After the date of this Deed of
Trust, Grantor shall not change its name, type of organization, organizational
identification number (if any), jurisdiction of organization or location (within
the meaning of the UCC) without giving at least thirty (30) days' prior written
notice to Beneficiary.

         SECTION 7.3 Fixture Filing. This Deed of Trust shall also constitute a
"fixture filing" for the purposes of the UCC against all of the Mortgaged
Property which is or is to become fixtures. The information provided in this
Section 7.3 is provided so that this Deed of Trust shall comply with the
requirements of the UCC for a mortgage instrument to be filed as a financing

                                       9
<PAGE>

statement. Grantor is the "Debtor" and its name and mailing address are set
forth in the preamble of this Deed of Trust immediately preceding Article 1.
Beneficiary is the "Secured Party" and its name and mailing address from which
information concerning the security interest granted herein may be obtained are
also set forth in the preamble of this Deed of Trust immediately preceding
Article 1. A statement describing the portion of the Mortgaged Property
comprising the fixtures hereby secured is set forth in Section 1.1(c) of this
Deed of Trust. Grantor represents and warrants to Beneficiary that Grantor is
the record owner of the Mortgaged Property, the employer identification number
of Grantor is [_____________] and the organizational identification number of
Grantor is [____________].

                                    ARTICLE 8
                             CONCERNING THE TRUSTEE

         SECTION 8.1 Certain Rights. With the approval of Beneficiary, Trustee
shall have the right to select, employ and consult with counsel. Trustee shall
have the right to rely on any instrument, document or signature authorizing or
supporting any action taken or proposed to be taken by it hereunder, believed by
it in good faith to be genuine. Trustee shall be entitled to reimbursement for
actual, reasonable expenses incurred by it in the performance of its duties and
to reasonable compensation for Trustee's services hereunder as shall be
rendered. Grantor shall, from time to time, pay the compensation due to Trustee
hereunder and reimburse Trustee for, and indemnify, defend and save Trustee
harmless against, all liability and reasonable expenses which may be incurred by
it in the performance of its duties, including those arising from joint,
concurrent, or comparative negligence of Trustee; provided, however, that
Grantor shall not be liable under such indemnification to the extent such
liability or expenses result solely from Trustee's gross negligence or willful
misconduct. Grantor's obligations under this Section 8.1 shall not be reduced or
impaired by principles of comparative or contributory negligence.

         SECTION 8.2 Retention of Money. All moneys received by Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated in any manner from any
other moneys (except to the extent required by law), and Trustee shall be under
no liability for interest on any moneys received by Trustee hereunder.

         SECTION 8.3 Successor Trustees. If Trustee or any successor Trustee
shall die, resign or become disqualified from acting in the execution of this
trust, or Beneficiary shall desire to appoint a substitute Trustee, Beneficiary
shall have full power to appoint one or more substitute Trustees and, if
preferred, several substitute Trustees in succession who shall succeed to all
the estates, rights, powers and duties of Trustee. Such appointment may be
executed by any authorized agent of Beneficiary and as so executed, such
appointment shall be conclusively presumed to be executed with authority, valid
and sufficient, without further proof of any action.

         SECTION 8.4 Perfection of Appointment. Should any deed, conveyance or
instrument of any nature be required from Grantor by any successor Trustee to
more fully and certainly vest in and confirm to such successor Trustee such
estates, rights, powers and duties, then, upon request by such Trustee, all such
deeds, conveyances and instruments shall be made, executed, acknowledged and
delivered and shall be caused to be recorded and/or filed by Grantor.

                                       10
<PAGE>

         SECTION 8.5 Trustee Liability. In no event or circumstance shall
Trustee or any substitute Trustee hereunder be personally liable under or as a
result of this Deed of Trust, either as a result of any action by Trustee (or
any substitute Trustee) in the exercise of the powers hereby granted or
otherwise.

                                    ARTICLE 9
                                  MISCELLANEOUS

         SECTION 9.1 Notices. Any notice required or permitted to be given under
this Deed of Trust shall be given in accordance with Section 13.1 of the Credit
Agreement.

         SECTION 9.2 Covenants Running with the Land. All Obligations contained
in this Deed of Trust are intended by Grantor, Beneficiary and Trustee to be,
and shall be construed as, covenants running with the Land. As used herein,
"Grantor" shall refer to the party named in the first paragraph of this Deed of
Trust and to any subsequent owner of all or any portion of the Mortgaged
Property. All Persons who may have or acquire an interest in the Mortgaged
Property shall be deemed to have notice of, and be bound by, the terms of the
Credit Agreement and the other Loan Documents; provided, however, that no such
party shall be entitled to any rights thereunder without the prior written
consent of Beneficiary.

         SECTION 9.3 Attorney-in-Fact. Grantor hereby irrevocably appoints
Beneficiary as its attorney-in-fact, which agency is coupled with an interest
and with full power of substitution, with full authority in the place and stead
of Grantor and in the name of Grantor or otherwise (a) to execute and/or record
any notices of completion, cessation of labor or any other notices that
Beneficiary deems appropriate to protect Beneficiary's interest, if Grantor
shall fail to do so within ten (10) days after written request by Beneficiary,
(b) upon the issuance of a deed pursuant to the foreclosure of this Deed of
Trust or the delivery of a deed in lieu of foreclosure, to execute all
instruments of assignment, conveyance or further assurance with respect to the
Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds,
Insurance and Condemnation Awards in favor of the grantee of any such deed and
as may be necessary or desirable for such purpose, (c) to prepare and file or
record financing statements and continuation statements, and to prepare, execute
and file or record applications for registration and like papers necessary to
create, perfect or preserve Beneficiary's security interests and rights in or to
any of the Mortgaged Property, and (d) after the occurrence and during the
continuance of any Event of Default, to perform any obligation of Grantor
hereunder; provided, however, that (1) Beneficiary shall not under any
circumstances be obligated to perform any obligation of Grantor; (2) any sums
advanced by Beneficiary in such performance shall be added to and included in
the Indebtedness and shall bear interest at the highest rate at which interest
is then computed on any portion of the Indebtedness; (3) Beneficiary as such
attorney-in-fact shall only be accountable for such funds as are actually
received by Beneficiary; and (4) Beneficiary shall not be liable to Grantor or
any other person or entity for any failure to take any action which it is
empowered to take under this Section 9.3.

         SECTION 9.4 Successors and Assigns. This Deed of Trust shall be binding
upon and inure to the benefit of Beneficiary, the Lender Parties, Trustee and
Grantor and their respective successors and assigns. Grantor shall not, without
the prior written consent of Beneficiary, assign any rights, duties or
obligations hereunder.

                                       11
<PAGE>

         SECTION 9.5 No Waiver. Any failure by Beneficiary, the other Lender
Parties or Trustee to insist upon strict performance of any of the terms,
provisions or conditions of the Loan Documents shall not be deemed to be a
waiver of same, and Beneficiary, the other Lender Parties and Trustee shall have
the right at any time to insist upon strict performance of all of such terms,
provisions and conditions.

         SECTION 9.6 Credit Agreement. If any conflict or inconsistency exists
between this Deed of Trust and the Credit Agreement, the Credit Agreement shall
govern.

         SECTION 9.7 Release or Reconveyance. Upon payment in full of the
Indebtedness and performance in full of the Obligations or upon a sale or other
disposition of the Mortgaged Property permitted by the Credit Agreement,
Beneficiary, at Grantor's request and expense, shall release the liens and
security interests created by this Deed of Trust or reconvey the Mortgaged
Property to Grantor.

         SECTION 9.8 Waiver of Stay, Moratorium and Similar Rights. Grantor
agrees, to the full extent that it may lawfully do so, that it will not at any
time insist upon or plead or in any way take advantage of any stay, marshalling
of assets, extension, redemption or moratorium law now or hereafter in force and
effect so as to prevent or hinder the enforcement of the provisions of this Deed
of Trust or the Indebtedness or Obligations secured hereby, or any agreement
between Grantor and Beneficiary or any rights or remedies of Trustee,
Beneficiary or any other Lender Party.

         SECTION 9.9 Applicable Law. The provisions of this Deed of Trust
regarding the creation, perfection and enforcement of the liens and security
interests herein granted shall be governed by and construed under the laws of
the state in which the Mortgaged Property is located. All other provisions of
this Deed of Trust shall be governed by the laws of the State of New York
(including, without limitation, Section 5-1401 of the General Obligations Law of
the State of New York).

         SECTION 9.10 Headings. The Article, Section and Subsection titles
hereof are inserted for convenience of reference only and shall in no way alter,
modify or define, or be used in construing, the text of such Articles, Sections
or Subsections.

         SECTION 9.11 Severability. If any provision of this Deed of Trust shall
be held by any court of competent jurisdiction to be unlawful, void or
unenforceable for any reason, such provision shall be deemed severable from and
shall in no way affect the enforceability and validity of the remaining
provisions of this Deed of Trust.

         SECTION 9.12 Entire Agreement. This Deed of Trust and the other Loan
Documents embody the entire agreement and understanding between Grantor and
Beneficiary relating to the subject matter hereof and thereof and supersede all
prior agreements and understandings between such parties relating to the subject
matter hereof and thereof. Accordingly, the Loan Documents may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements
of the parties. There are no unwritten oral agreements between the parties.

                                       12
<PAGE>

         SECTION 9.13 Beneficiary as Agent; Successor Agents.

         (a) Agent has been appointed to act as Agent hereunder by the other
Lender Parties. Agent shall have the right hereunder to make demands, to give
notices, to exercise or refrain from exercising any rights, and to take or
refrain from taking any action (including, without limitation, the release or
substitution of the Mortgaged Property) in accordance with the terms of the
Credit Agreement, any related agency agreement among Agent and the other Lender
Parties (collectively, as amended, amended and restated, supplemented or
otherwise modified or replaced from time to time, the "Agency Documents") and
this Deed of Trust. Grantor and all other Persons shall be entitled to rely on
releases, waivers, consents, approvals, notifications and other acts of Agent,
without inquiry into the existence of required consents or approvals of the
Lender Parties therefor.

         (b) Beneficiary shall at all times be the same Person that is Agent
under the Agency Documents. Written notice of resignation by Agent pursuant to
the Agency Documents shall also constitute notice of resignation as Agent under
this Deed of Trust. Removal of Agent pursuant to any provision of the Agency
Documents shall also constitute removal as Agent under this Deed of Trust.
Appointment of a successor Agent pursuant to the Agency Documents shall also
constitute appointment of a successor Agent under this Deed of Trust. Upon the
acceptance of any appointment as Agent by a successor Agent under the Agency
Documents, that successor Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring or removed
Agent as the Beneficiary under this Deed of Trust, and the retiring or removed
Agent shall promptly (i) assign and transfer to such successor Agent all of its
right, title and interest in and to this Deed of Trust and the Mortgaged
Property, and (ii) execute and deliver to such successor Agent such assignments
and amendments and take such other actions, as may be necessary or appropriate
in connection with the assignment to such successor Agent of the liens and
security interests created hereunder, whereupon such retiring or removed Agent
shall be discharged from its duties and obligations under this Deed of Trust.
After any retiring or removed Agent's resignation or removal hereunder as Agent,
the provisions of this Deed of Trust and the Agency Documents shall inure to its
benefit as to any actions taken or omitted to be taken by it under this Deed of
Trust while it was Agent hereunder.

                                   ARTICLE 10
                              LOCAL LAW PROVISIONS

                                    [To Come]

         [The remainder of this page has been intentionally left blank]


                                       13
<PAGE>

         IN WITNESS WHEREOF, Grantor has on the date set forth in the
acknowledgement hereto, effective as of the date first above written, caused
this instrument to be duly EXECUTED AND DELIVERED by authority duly given.

                GRANTOR:          [                                            ]
                                  a __________ [corporation/limited partnership]


                                  By: _____________________________
                                      Name:
                                      Title:



                                      S-1
<PAGE>

[Insert form of notary acknowledgement for applicable state]

State of _________                  )
                                    ) ss.
County of _____________             )

         On [___], 2004, before me, personally appeared ____________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s) or the entity upon behalf of which the person(s) acted,
executed the instrument.

WITNESS my hand and official seal.

[SEAL]

                                              __________________________________
                                              Notary Public

My Commission expires:

______________________________


                                      N-1
<PAGE>

                                    EXHIBIT A

                                LEGAL DESCRIPTION

Legal Description of premises located at [_______________________________]:



                  [See Attached Page(s) For Legal Description]




                                    Exh. A-1
<PAGE>

                                    EXHIBIT B


                             PERMITTED ENCUMBRANCES

         Those exceptions set forth in Schedule B of that certain policy of
title insurance issued to Beneficiary by [___________] on or about the date
hereof pursuant to commitment number [________].




                                    Exh. A-2