REVOLVING CREDIT AGREEMENT

DATED as of March 29, 2000

among

ROLLINS LEASING CORP.,

THE LENDING INSTITUTIONS PARTY HERETO,

FLEET NATIONAL BANK,

as Administrative Agent,

FIRST UNION NATIONAL BANK,
as Syndication Agent,

NATIONAL CITY BANK,
as Documentation Agent

and


FLEETBOSTON ROBERTSON STEPHENS INC.,
as Syndication Agent and Arranger

<PAGE>
TABLE OF CONTENTS

1.   DEFINITIONS AND RULES OF INTERPRETATION
      1.1.   Definitions
      1.2.   Rules of Interpretation.
2.   THE REVOLVING CREDIT FACILITY.
      2.1.   Commitment to Lend.
      2.2.   Commitment Fees.
      2.3.   Reduction of Total Commitments.
      2.4.   The Revolving Credit Notes.
      2.5.   Interest on Revolving Credit Loans.
      2.6.   Requests for Revolving Credit Loans.
         2.6.1.   General.
         2.6.2.   Swing Line.
      2.7.   Conversion Options.
         2.7.1.   Conversion to Different Type of Revolving
                  Credit Loan.
      2.7.2.   Continuation of Type of Revolving Credit Loan.
      2.7.3.   LIBOR Rate Loans.
   2.8.   Funds for Revolving Credit Loan.
      2.8.1.   Funding Procedures.
      2.8.2.   Advances by Agent.
   2.9.   Change in Borrowing Base.
   2.10.   Settlements.
      2.10.1.   General.
      2.10.2.   Failure to Make Funds Available.
      2.10.3.   No Effect on Other Banks.
3.   REPAYMENT OF THE REVOLVING CREDIT LOANS.
   3.1.   Maturity.
   3.2.   Mandatory Repayments of Loans.
   3.3.   Optional Repayments of Revolving Credit Loans.
4.   LETTERS OF CREDIT.
   4.1.   Letter of Credit Commitments.
      4.1.1.   Commitment to Issue Letters of Credit.
      4.1.2.   Letter of Credit Applications.
      4.1.3.   Terms of Letters of Credit.
      4.1.4.   Reimbursement Obligations of Banks.
      4.1.5.   Participations of Banks.
   4.2.   Reimbursement Obligation of the Borrower.
   4.3.   Letter of Credit Payments.
   4.4.   Obligations Absolute.
   4.5.   Reliance by Issuer.
   4.6.   Letter of Credit Fee.
5.   CERTAIN GENERAL PROVISIONS.
   5.1.   Closing Fees.
   5.2.   Funds for Payments.
      5.2.1.   Payments to Agent.
      5.2.2.   No Offset, etc.
   5.3.   Computations.
   5.4.   Inability to Determine LIBOR Rate.
   5.5.   Illegality.
   5.6.   Additional Costs, etc.
   5.7.   Capital Adequacy.
   5.8.   Certificate.
   5.9.   Indemnity.
      5.10.   Interest After Default.
      5.10.1.   Overdue Amounts.
      5.10.2.   Amounts Not Overdue.
   5.11.   Replacement of Banks.
   5.12.   Usury Limitation.
6.   SECURITY AND GUARANTIES.
   6.1.   Security.
   6.2.   Guaranties.
7.   REPRESENTATIONS AND WARRANTIES.
   7.1.   Corporate Authority.
      7.1.1.   Incorporation; Good Standing.
            7.1.2.   Authorization.
                  7.1.3.   Enforceability.
                     7.2.   Governmental Approvals.
                         7.3.   Title to Properties;
                         Leases.7.4.
                                Financi
                              al
                              Statement
                              s and
                              Projectio
                              ns.
      7.4.1.   Fiscal Year.
      7.4.2.   Financial Statements.
            7.4.3.   Projections.
   7.5.   No Material Changes, etc.
   7.6.   Franchises, Patents, Copyrights, etc.
   7.7.   Litigation.
   7.8.   Compliance with Other Instruments, Laws, etc.
   7.9.   Tax Status.
   7.10.   No Event of Default.
   7.11.   Holding Company and Investment Company Acts.
   7.12.   Absence of Financing Statements, etc.
   7.13.   Employee Benefit Plans.
   7.14.   Use of Proceeds.
      7.14.1.   General.
      7.14.2.   Regulations U and X.
   7.15.   Environmental Compliance.
   7.16.   Subsidiaries, etc.
   7.17.   Collateral Trust Indenture.
   7.18.   Disclosure.
8.   AFFIRMATIVE COVENANTS OF THE BORROWER.
   8.1.   Punctual Payment.
   8.2.   Maintenance of Office.
   8.3.   Records and Accounts.
   8.4.   Financial Statements, Certificates and Information.
   8.5.   Notices.
      8.5.1.   Defaults.
      8.5.2.   Debt Ratings.
      8.5.3.   Environmental Events.
      8.5.4.   Notice of Litigation and Judgments.
   8.6.   Corporate Existence; Maintenance of Properties.
   8.7.   Insurance.
   8.8.   Taxes.
   8.9.   Inspection of Properties and Books.
   8.10.   Compliance with Laws, Contracts, Licenses,
           and Permits.
   8.11.   Employee Benefit Plans.
   8.12.   Use of Proceeds.
   8.13.   Further Assurances, Etc.
9.   CERTAIN NEGATIVE COVENANTS OF THE BORROWER.
   9.1.   Restrictions on Indebtedness.
   9.2.   Restrictions on Liens.
   9.3.   Distributions.
   9.4.   Merger, Consolidation and Disposition of Assets.
      9.4.1.   Mergers.
      9.4.2.   Acquisitions.
      9.4.3.   Disposition of Assets.
   9.5.   Employee Benefit Plans.
   9.6.   Business Activities.
      9.7.   Concerning the Subsidiaries.
   9.8.   Prohibition on Negative Pledges.
   9.9.   Modification of Documents.
10.   FINANCIAL COVENANTS OF THE BORROWER.
   10.1.   Consolidated Funded Debt to Consolidated Adjusted
           Tangible Net Worth.
   10.2.   Consolidated Tangible Net Worth.
11.   CLOSING CONDITIONS.
   11.1.   Loan Documents.
   11.2.   Certified Copies of Charter Documents.
   11.3.   Corporate Action.
   11.4.   Incumbency Certificate.
   11.5.   Certificates of Insurance.
   11.6.   Borrowing Base Report.
   11.7.   Opinions of Counsel.
   11.8.   Payment of Fees.
12.   CONDITIONS TO ALL BORROWINGS.
   12.1.   Representations True; No Event of Default.
   12.2.   No Legal Impediment.
   12.3.   Governmental Regulation.
   12.4.   Proceedings and Documents.
   12.5.   Borrowing Base Report.
13.   EVENTS OF DEFAULT; ACCELERATION; ETC.
   13.1.   Events of Default and Acceleration.
   13.2.   Termination of Commitments.
   13.3.   Remedies.
14.   SETOFF.
15.   THE AGENT.
   15.1.   Authorization.
   15.2.   Employees and Agents.
   15.3.   No Liability.
   15.4.   No Representations.
      15.4.1.   General.
      15.4.2.   Closing Documentation, etc.
   15.5.   Payments.
      15.5.1.   Payments to Agent.
      15.5.2.   Distribution by Agent.
      15.5.3.   Delinquent Banks.
   15.6.   Holders of Notes.
   15.7.   Indemnity.
   15.8.   Agent as Bank; Etc.
   15.9.   Resignation.
   15.10.   Notification of Defaults and Events of Default.
16.   EXPENSES AND INDEMNIFICATION.
   16.1.   Expenses.
   16.2.   Indemnification.
   16.3.   Survival.
17.   TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.
   17.1.   Sharing of Information with Section 20 Subsidiary.
   17.2.   Confidentiality.
   17.3.   Prior Notification.
   17.4.   Other.
18.   SURVIVAL OF COVENANTS, ETC.
19.   ASSIGNMENT AND PARTICIPATION.
   19.1.   Conditions to Assignment by Banks.
   19.2.   Certain Representations and Warranties;
            Limitations; Covenants.
   19.3.   Register.
   19.4.   New Notes.
   19.5.   Participations.
   19.6.   Disclosure.
   19.7.   Assignee or Participant Affiliated with the Borrower.
   19.8.   Miscellaneous Assignment Provisions.
   19.9.   Assignment by Borrower.
20.   NOTICES, ETC.
21.   GOVERNING LAW.
22.   HEADINGS.
23.   COUNTERPARTS.
24.   ENTIRE AGREEMENT, ETC.
25.   WAIVER OF JURY TRIAL.
26.   CONSENTS, AMENDMENTS, WAIVERS, ETC.
27.   SEVERABILITY.
28.   REGARDING THE EXISTING FACILITY.


<PAGE>
REVOLVING CREDIT AGREEMENT
   This REVOLVING CREDIT AGREEMENT is made as of March 29, 2000, by and
among ROLLINS LEASING CORP. (the "Borrower"), a Delaware corporation
having its principal place of business at One Rollins Plaza,
Wilmington, Delaware 19899, and FLEET NATIONAL BANK, and the other
lending institutions listed on Schedule 1 hereto and FLEET NATIONAL
BANK, as administrative agent for itself and such other lending
institutions.
1.  DEFINITIONS AND RULES OF INTERPRETATION.
1.1.  Definitions.  The following terms shall have the meanings set
forth in this Section 1 or elsewhere in the provisions of this Credit
Agreement referred to below:
   Affiliate.  Any Person that would be considered to be an affiliate
of  the Borrower under Rule 144(a) of the Rules and Regulations of the
Securities and Exchange Commission, as in effect on the date hereof, if
the Borrower were issuing securities.
   Agent or Administrative Agent.  Fleet National Bank, acting as
administrative agent for the Banks.
   Agent's Office.  The Agent's office located at 100 Federal Street,
Boston, Massachusetts 02110, or at such other location as the Agent may
designate from time to time.
   Agent's Special Counsel.  Bingham Dana LLP or such other counsel as
may be approved by the Agent.
   Applicable Margin.  On each day, the Applicable Margin with respect
to LIBOR Rate Loans, the Facility A Commitment Fee, and the Facility B
Commitment Fee shall be the applicable percentage set forth below with
respect to the Parent's Senior Secured Debt Rating in effect on such
day:

Level   Senior Secured   LIBOR Rate   Facility A       Facility B
        Debt Rating      Loans        Commitment Fee   Commitment Fee

I     BBB-/Baa3          1.150%         0.200%         0.250%
      or lower

II    BBB/Baa2           0.950%         0.160%         0.200%

III   BBB+/Baa1          0.750%         0.140%         0.175%

IV    A-/A3 or higher    0.600%         0.120%         0.150%

In the event of a one Level split rating by S&P and Moody's, the higher
Level rating shall apply.  In the event of a two or more Level split
rating by S&P and Moody's the Level rating that is one Level above the
lowest rating shall apply.  Adjustments to the Applicable Margin shall
be made on, and shall be effective as of, the day of any adjustment in
the Senior Secured Debt Rating.  In the event that no Senior Secured
Debt Rating is available, the Applicable Margin shall be that
corresponding to Level I above.  Notwithstanding the foregoing, until
the end of the fiscal quarter ending on September 30, 2000, the
Applicable Margin shall not be less than that corresponding to Level
III above.
   Assignment and Acceptance.  See Section 19.1.
   Balance Sheet Date.  September 30, 1999.
   Banks.  Fleet National Bank and the other lending institutions
listed on Schedule 1 hereto and any other Person who becomes an
assignee of any rights and obligations of a Bank pursuant to Section
19.
   Borrower.  As defined in the preamble hereto.
   Borrowing Base.  At the relevant time of reference thereto, an
amount determined by the Agent by reference to the most recent
Borrowing Base Report which is equal to the result of (a) 90% of the
Net Equipment Value of all Motor Vehicle Equipment owned by the
Borrower and the Guarantors, minus (b) all Indebtedness of the Parent
and its Subsidiaries outstanding under the Collateral Trust Debentures,
minus (c) all other unsecured Indebtedness of the Parent and its
Subsidiaries.
   Borrowing Base Report.  A Borrowing Base Report signed by the chief
financial officer of the Borrower and in substantially the form of
Exhibit A hereto.
   Business Day.  Any day on which banking institutions in Boston,
Massachusetts, are open for the transaction of banking business and, in
the case of LIBOR Rate Loans, also a day which is a LIBOR Business Day.
   Canadian Subsidiary.  A Subsidiary of the Borrower that is
incorporated or organized under the laws of a province or territory of
Canada.
   Capitalized Leases.  Leases under which the Borrower or any of its
Subsidiaries is the lessee or obligor, the discounted future rental
payment obligations under which are required to be capitalized on the
balance sheet of the lessee or obligor in accordance with generally
accepted accounting principles.
   Closing Date.  The first date on which the conditions set forth in
Section 11 have been satisfied and any Loans are to be made or any
Letter of Credit is to be issued hereunder.
   Code.  The Internal Revenue Code of 1986.
   Collateral Trust Debentures.  The Collateral Trust Debentures of the
Parent, issued pursuant to the Collateral Trust Indenture.
   Collateral Trust Indenture.  The Collateral Trust Indenture, dated
as of March 21, 1983, between the Parent and the Continental Illinois
National Bank and Trust Company  of Chicago, as Trustee.
   Commitment.  With respect to each Bank, its Facility A Commitment
and/or its Facility B Commitment, as the context may require.
   Commitment Fee.  The Facility A Commitment Fee and/or the Facility
B Commitment Fee, as the context may require.
   Commitment Percentage.  With respect to each Bank, its Facility A
Commitment Percentage and/or its Facility B Commitment Percentage, as
the context may require.
   Consolidated or consolidated.  With reference to any term defined
herein, shall mean that term as applied to the accounts of the Borrower
and its Subsidiaries, consolidated in accordance with generally
accepted accounting principles.
   Consolidated Adjusted Tangible Net Worth.  At any time, an amount
equal to the sum of (a) Consolidated Tangible Net Worth at such date,
plus (b) an amount equal to 50% of the aggregate amount of deferred
taxes of the Borrower and its Subsidiaries at such time, in each case,
determined on a consolidated basis for such Persons in accordance with
generally accepted accounting principles.
   Consolidated Funded Debt.  At any time, all Indebtedness of the
Borrower and its Subsidiaries (i) for borrowed money, (ii) evidenced by
a note or bond, (iii) for the deferred purchase price of assets, (iv)
in respect of Capitalized Leases, (v) in respect of reimbursement
obligations in respect of letters of credit, and (vi) all such
Indebtedness of another Person guaranteed by any such Person,
determined on a consolidated basis for such Persons in accordance with
generally accepted accounting principles.
   Consolidated Net Income.  The consolidated net income of the
Borrower and its Subsidiaries, after deduction of all expenses, taxes,
and other proper charges, determined in accordance with generally
accepted accounting principles, after eliminating therefrom all
extraordinary nonrecurring items of income.
   Consolidated Net Worth.  The excess of Consolidated Total Assets
over Consolidated Total Liabilities.
   Consolidated Tangible Net Worth.  The excess of Consolidated Total
Assets over Consolidated Total Liabilities, and less the sum of:
      (a)   the total book value of all assets of the Borrower and its
   Subsidiaries properly classified as intangible assets under
   generally accepted accounting principles, including such items as
   good will, the purchase price of acquired assets in excess of the
   fair market value thereof, trademarks, trade names, service marks,
   brand names, copyrights, patents and licenses, and rights with
   respect to the foregoing; plus
      (b)   all amounts representing any write-up in the book value of
   any assets of the Borrower or its Subsidiaries resulting from a
   revaluation thereof subsequent to the Balance Sheet Date (other than
   valuation adjustments made in connection with any acquisition under
   purchase accounting in accordance with generally accepted accounting
   principles); plus
      (c)   to the extent otherwise includable in the computation of
   Consolidated Tangible Net Worth, any subscriptions receivable; plus
      (d)   equity interests in unconsolidated subsidiaries.
   Consolidated Total Assets.  The sum of (i) all assets ("consolidated
balance sheet assets") of the Borrower and its Subsidiaries determined
on a consolidated basis in accordance with generally accepted
accounting principles, plus (ii) without duplication, all assets leased
by the Borrower or any Subsidiary as lessee under any synthetic lease
referred to in clause (vi) of the definition of the term "Indebtedness"
to the extent that such assets would have been consolidated balance
sheet assets had the synthetic lease been treated for accounting
purposes as a Capitalized Lease, plus (iii) without duplication, all
sold receivables referred to in clause (vii) of the definition of the
term "Indebtedness" to the extent that such receivables would have been
consolidated balance sheet assets had they not been sold.
   Consolidated Total Liabilities.  All liabilities of the Borrower and
its Subsidiaries determined on a consolidated basis in accordance with
generally accepted accounting principles and classified as such on the
consolidated balance sheet of the Borrower and its Subsidiaries and all
other Indebtedness of the Borrower and its Subsidiaries, whether or not
so classified.
   Conversion Request.  A notice given by the Borrower to the Agent of
the Borrower's election to convert or continue a Loan in accordance
with Section 2.7.
   Credit Agreement.  This Revolving Credit Agreement, including the
Schedules and Exhibits hereto.
   Default.  See Section 13.1.
   Delinquent Bank.  See Section 15.5.3.
   Distribution.  The declaration or payment of any dividend on or in
respect of any shares of any class of capital stock of a Person, other
than dividends payable solely in shares of common stock of such Person;
the purchase, redemption, or other retirement of any shares of any
class of capital stock of a Person, directly or indirectly through a
Subsidiary of such Person or otherwise; the return of capital by a
Person to its shareholders as such; or any other distribution on or in
respect of any shares of any class of capital stock of such Person.
   Dollars or $.  Dollars in lawful currency of the United States of
America.
   Domestic Lending Office.  Initially, the office of each Bank
designated as such in Schedule 1 hereto; thereafter, such other office
of such Bank, if any, located within the United States that will be
making or maintaining Prime Rate Loans.
   Domestic Subsidiary.  A Subsidiary of the Borrower that is
incorporated or organized under the laws of a state or territory of the
United States of America.
   Drawdown Date.  The date on which any Loan is made or is to be made,
and the date on which any Loan is converted or continued in accordance
with Section 2.7.
   Eligible Assignee.  Any of (i) a commercial bank or finance company
organized under the laws of the United States, or any State thereof or
the District of Columbia, and having total assets in excess of
$1,000,000,000; (ii) a savings and loan association or savings bank
organized under the laws of the United States, or any State thereof or
the District of Columbia, and having a net worth of at least
$100,000,000, calculated in accordance with generally accepted
accounting principles; (iii) a commercial bank organized under the laws
of any other country which is a member of the Organization for Economic
Cooperation and Development (the "OECD"), or a political subdivision of
any such country, and having total assets in excess of $1,000,000,000,
provided that such bank is acting through a branch or agency located in
the country in which it is organized or another country which is also
a member of the OECD; (iv) the central bank of any country which is a
member of the OECD; (v) any investment company, investment fund,
financial institution or other institutional lender (other than any
financial institution which, but for the amount of its total assets,
would have been an Eligible Assignee under clauses (i) through (iv)
above) having total assets in excess of $100,000,000; (vi) with respect
to any Bank that is a fund that invests in loans, any other fund that
invests in loans and is managed by the same investment advisor of such
Bank or by an Affiliate of such investment advisor (and treating all
such funds so managed as a single Eligible Assignee); provided that no
Affiliate of the Parent or the Borrower shall be an Eligible Assignee
and (vii) if, but only if, any Event of Default has occurred and is
continuing, any other bank, insurance company, commercial finance
company or other financial institution or other Person approved by the
Agent, such approval not to be unreasonably withheld.
   Employee Benefit Plan.  Any employee benefit plan within the meaning
of Section 3(3) of ERISA maintained or contributed to by the Borrower
or any ERISA Affiliate, other than a Guaranteed Pension Plan or a
Multiemployer Plan.
   Environmental Laws.  All judgments, decrees, orders, laws, licenses,
rules or regulations pertaining to environmental matters, including
without limitation, those arising under the Resource Conservation and
Recovery Act, the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, the Superfund Amendments and Reauthorization
Act of 1986, the Federal Clean Water Act, the Federal Clean Air Act,
the Toxic Substances Control Act, or any state or local statute,
regulation, ordinance, order or decree relating to health, safety or
the environment.
   ERISA.  The Employee Retirement Income Security Act of 1974.
   ERISA Affiliate.  Any Person which is treated as a single employer
with the Borrower under Section 414 of the Code.
   Eurocurrency Reserve Rate.  For any day with respect to a LIBOR Rate
Loan, the maximum rate (expressed as a decimal) at which any lender
subject thereto would be required to maintain reserves under Regulation
D of the Board of Governors of the Federal Reserve System (or any
successor or similar regulations relating to such reserve requirements)
against "Eurocurrency Liabilities" (as that term is used in Regulation
D), if such liabilities were outstanding.  The Eurocurrency Reserve
Rate shall be adjusted automatically on and as of the effective date of
any change in the Eurocurrency Reserve Rate.
   Event of Default.  See Section 13.1.
   Facility A Commitment.  With respect to each Bank, the amount set
forth on Schedule 1 hereto as the amount of such Bank's commitment to
make Facility A Loans to, to participate in the risk associated with
Swing Line Loans made to, and to participate in the issuance, extension
and renewal of Letters of Credit for the account of, the Borrower, as
the same may be reduced from time to time; or if such commitment is
terminated pursuant to the provisions hereof, zero.  The Facility A
Commitment shall expire on the Facility A Maturity Date.
   Facility A Commitment Fee.  See Section 2.2(a).
   Facility A Commitment Percentage.  With respect to each Bank, the
percentage set forth on Schedule 1 hereto as such Bank's percentage of
the aggregate Facility A Commitments of all of the Banks.
   Facility A Loans.  The Loans to be made by the Banks to the Borrower
pursuant to Section 2.1(a) hereof.
   Facility A Maturity Date.  March 28, 2001.
   Facility A Note.  See Section 2.4.
   Facility B Commitment.  With respect to each Bank, the amount set
forth on Schedule 1 hereto as the amount of such Bank's commitment to
make Facility B Loans to, to participate in the risk associated with
Swing Line Loans made to, and to participate in the issuance, extension
and renewal of Letters of Credit for the account of, the Borrower, as
the same may be reduced from time to time; or if such commitment is
terminated pursuant to the provisions hereof, zero.  The Facility B
Commitment shall expire on the Facility B Maturity Date.
   Facility B Commitment Fee.  See Section 2.2(b).
   Facility B Commitment Percentage.  With respect to each Bank, the
percentage set forth on Schedule 1 hereto as such Bank's percentage of
the Facility B Commitment.
   Facility B Loans.  The Loans to be made by the Banks to the Borrower
pursuant to Section 2.1(b) hereof.
   Facility B Note.  See Section 2.4.
   Facility B Maturity Date.  March 29, 2003.
   generally accepted accounting principles.  (i) When used in Section
10, whether directly or indirectly through reference to a capitalized
term used therein, means (A) principles that are consistent with the
principles promulgated or adopted by the Financial Accounting Standards
Board and its predecessors, in effect for the fiscal year ended on the
Balance Sheet Date, and (B) to the extent consistent with such
principles, the accounting practice of the Borrower reflected in its
financial statements for the year ended on the Balance Sheet Date, and
(ii) when used in general, other than as provided above, means
principles that are (A) consistent with the principles promulgated or
adopted by the Financial Accounting Standards Board and its
predecessors, as in effect from time to time, and (B) consistently
applied with past financial statements of the Borrower adopting the
same principles, provided that in each case referred to in this
definition of "generally accepted accounting principles" a certified
public accountant would, insofar as the use of such accounting
principles is pertinent, be in a position to deliver an unqualified
opinion (other than a qualification regarding changes in generally
accepted accounting principles) as to financial statements in which
such principles have been properly applied.
   Guaranteed Pension Plan.  Any employee pension benefit plan within
the meaning of Section 3(2) of ERISA maintained or contributed to by
the Borrower or any ERISA Affiliate the benefits of which are
guaranteed on termination in full or in part by the PBGC pursuant to
Title IV of ERISA, other than a Multiemployer Plan.
   Guarantor.  Any Domestic Subsidiary or Canadian Subsidiary of the
Borrower that shall have executed and delivered to the Agent a Guaranty
of the Obligations in favor of the Banks and the Agent.
   Guaranty.  Collectively, the Guaranty or Guaranties, whether dated
on or after the Closing Date, made by each Domestic Subsidiary and each
Canadian Subsidiary of the Borrower in favor of the Banks and the
Agent, pursuant to which each such Subsidiary guaranties to the Banks
and the Agent the payment and performance of the Obligations and in
form and substance satisfactory to the Banks and the Agent.
   Hazardous Substances.  Any hazardous waste, as defined by 42 U.S.C.
Section 6903(5), any hazardous substances as defined by 42 U.S.C.
Section 9601(14), any pollutant or contaminant as defined by 42 U.S.C.
Section 9601(33) and any toxic substances, oil or hazardous materials
or other chemicals or substances regulated by any Environmental Laws.
   Indebtedness.  As to any Person and whether recourse is secured by
or is otherwise available against all or only a portion of the assets
of such Person and whether or not contingent, but without duplication:
      (i)   every obligation of such Person for money borrowed,
      (ii)  every obligation of such Person evidenced by bonds,
   debentures, notes or other similar instruments, including
   obligations incurred in connection with the acquisition of property,
   assets or businesses,
      (iii)    every reimbursement obligation of such Person with
   respect to letters of credit, bankers' acceptances or similar
   facilities issued for the account of such Person,
      (iv)  every obligation of such Person issued or assumed as the
   deferred purchase price of property or services (including
   securities repurchase agreements but excluding trade accounts
   payable or accrued liabilities arising in the ordinary course of
   business which are not overdue or which are being contested in good
   faith),
      (v)   every obligation of such Person under any Capitalized
   Lease,      (vi)  every obligation of such Person under any
            synthetic lease (a "synthetic lease") treated as an
            operating lease under generally accepted accounting
            principles and as a loan or financing for U.S. income tax
            purposes,
      (vii)    all sales by such Person of (A) accounts or general
   intangibles for money due or to become due, (B) chattel paper,
   instruments or documents creating or evidencing a right to payment
   of money or (C) other receivables (collectively "receivables"),
   whether pursuant to a purchase facility or otherwise, other than in
   connection with the disposition of the business operations of such
   Person relating thereto or a disposition of defaulted receivables
   for collection and not as a financing arrangement, and together with
   any obligation of such Person to pay any discount, interest, fees,
   indemnities, penalties, recourse, expenses or other amounts in
   connection therewith,
      (viii)   every obligation of such Person (an "equity related
   purchase obligation") to purchase, redeem, retire or otherwise
   acquire for value any shares of capital stock of any class issued by
   such Person, any warrants, options or other rights to acquire any
   such shares, or any rights measured by the value of such shares,
   warrants, options or other rights,
      (ix)  every obligation of such Person under any forward contract,
   futures contract, swap, option or other financing agreement or
   arrangement (including, without limitation, caps, floors, collars
   and similar agreements), the value of which is dependent upon
   interest rates, currency exchange rates, commodities or other
   indices (a "derivative contract"),
      (x)   every obligation in respect of Indebtedness of any other
   entity (including any partnership in which such Person is a general
   partner) to the extent that such Person is liable therefor as a
   result of such Person's ownership interest in or other relationship
   with such entity, except to the extent that the terms of such
   Indebtedness provide that such Person is not liable therefor and
   such terms are enforceable under applicable law,
      (xi)  every obligation, contingent or otherwise, of such Person
   guaranteeing, or having the economic effect of guarantying or
   otherwise acting as surety for, any obligation of a type described
   in any of clauses (i) through (x) (the "primary obligation") of
   another Person (the "primary obligor"), in any manner, whether
   directly or indirectly, and including, without limitation, any
   obligation of such Person (A) to purchase or pay (or advance or
   supply funds for the purchase of) any security for the payment of
   such primary obligation, (B) to purchase property, securities or
   services for the purpose of assuring the payment of such primary
   obligation, or (C) to maintain working capital, equity capital or
   other financial statement condition or liquidity of the primary
   obligor so as to enable the primary obligor to pay such primary
   obligation.
   The "amount" or "principal amount" of any Indebtedness at any time
of determination represented by (u) any Indebtedness, issued at a price
that is less than the principal amount at maturity thereof, shall be
the amount of the liability in respect thereof determined in accordance
with generally accepted accounting principles, (v) any Capitalized
Lease shall be the principal component of the aggregate of the rentals
obligation under such Capitalized Lease payable over the term thereof
that is not subject to termination by the lessee, (w) any sale of
receivables shall be the amount of unrecovered capital or principal
investment of the purchaser (other than the Borrower or any of its
wholly-owned Subsidiaries) thereof, excluding amounts representative of
yield or interest earned on such investment, (x) any synthetic lease
shall be the stipulated loss value, termination value or other
equivalent amount, (y) any derivative contract shall be the maximum
amount of any termination or loss payment required to be paid by such
Person if such derivative contract were, at the time of determination,
to be terminated by reason of any event of default or early termination
event thereunder, whether or not such event of default or early
termination event has in fact occurred and (z) any equity related
purchase obligation shall be the maximum fixed redemption or purchase
price thereof inclusive of any accrued and unpaid dividends to be
comprised in such redemption or purchase price.
   Interest Payment Date.  (i) As to any Prime Rate Loan, the last day
of the calendar quarter with respect to interest accrued during such
calendar quarter, including, without limitation, the calendar quarter
which includes the Drawdown Date of such Prime Rate Loan; and (ii) as
to any LIBOR Rate Loan in respect of which the Interest Period is (A)
3 months or less, the last day of such Interest Period and (B) more
than 3 months, the date that is 3 months from the first day of such
Interest Period and, in addition, the last day of such Interest Period.
   Interest Period.  With respect to each Loan, (i) initially, the
period commencing on the Drawdown Date of such Loan and ending on the
last day of one of the periods set forth below, as selected by the
Borrower in a Loan Request or as otherwise required by the terms of
this Credit Agreement (A) for any Prime Rate Loan, the last day of the
calendar quarter; and (B) for any LIBOR Rate Loan, 1, 2, 3, or 6
months; and (ii) thereafter, each period commencing on the last day of
the next preceding Interest Period applicable to such Loan and ending
on the last day of one of the periods set forth above, as selected by
the Borrower in a Conversion Request; provided that all of the
foregoing provisions relating to Interest Periods are subject to the
following:
      (a)   if any Interest Period with respect to a LIBOR Rate Loan
   would otherwise end on a day that is not a LIBOR Business Day, that
   Interest Period shall be extended to the next succeeding LIBOR
   Business Day unless the result of such extension would be to carry
   such Interest Period into another calendar month, in which event
   such Interest Period shall end on the immediately preceding LIBOR
   Business Day;
      (b)   if any Interest Period with respect to a Prime Rate Loan
   would end on a day that is not a Business Day, that Interest Period
   shall end on the next succeeding Business Day;
      (c)   if the Borrower shall fail to give notice as provided in
   Section2.7, the Borrower shall be deemed to have requested a
   conversion of the affected LIBOR Rate Loan to a Prime Rate Loan and
   the continuance of all Prime Rate Loans as Prime Rate Loans on the
   last day of the then current Interest Period with respect thereto;
      (d)   any Interest Period relating to any LIBOR Rate Loan that
   begins on the last LIBOR Business Day of a calendar month (or on a
   day for which there is no numerically corresponding day in the
   calendar month at the end of such Interest Period) shall end on the
   last LIBOR Business Day of a calendar month; and
      (e)   any Interest Period that would otherwise extend beyond the
   Facility A Maturity Date (if comprising a Facility A Loan) or the
   Facility B Maturity Date (if comprising a Facility B Loan) shall end
   on, respectively, the Facility A Maturity Date or (as the case may
   be) the Facility B Maturity Date.
   International Standby Practices.  With respect to any standby Letter
of Credit, International Standby Practices (ISP98), International
Chamber of Commerce Publication No. 590, or any successor code of
standby letter of credit practices among banks adopted by the Agent in
the ordinary course of its business as a standby letter of credit
issuer and in effect at the time of issuance of such Letter of Credit.
   Letter of Credit.  See Section 4.1.1.
   Letter of Credit Application.  See Section 4.6.
   Letter of Credit Fee.  See Section 4.1.1.
   Letter of Credit Participation.  See Section 4.1.4.
   LIBOR Business Day.  Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in
London or such other LIBOR interbank market as may be selected by the
Agent in its sole discretion acting in good faith.
   LIBOR Lending Office.  Initially, the office of each Bank designated
as such in Schedule 1 hereto; thereafter, such other office of such
Bank, if any, that shall be making or maintaining LIBOR Rate Loans.
   LIBOR Rate.  For any Interest Period with respect to a LIBOR Rate
Loan, the rate per annum (rounded upward, if necessary, to the nearest
1/32 of one percent) as determined by the Agent in good faith at which
Dollar deposits for such Interest Period are offered based on
information presented on Telerate page 3750 as of 11:00 a.m. London
time on the second LIBOR Business Day prior to the first day of such
Interest Period, divided by (ii) a number equal to 1.00 minus the
Eurocurrency Reserve Rate, if applicable; provided, however, if the
rate described above does not appear on the Telerate System on any
applicable interest determination date, the LIBOR Rate shall be the
rate (rounded upwards as described above, if necessary) for deposits in
dollars for a period substantially equal to such Interest Period on the
Reuters Page "LIBO" (or such other page as may replace the LIBO Page on
that service for the purpose of displaying such rates), as of 11:00
a.m. (London Time), on the second LIBOR Business Day prior to the first
day of such Interest Period.  If both the Telerate and Reuters system
are unavailable, then the rate for that date will be determined on the
basis of the offered rates for deposits in Dollars for a period of time
comparable to such Interest Period which are offered by major banks in
the London interbank markets at approximately 11:00 a.m. London time,
on the second LIBOR Business Day prior to the first day of such
Interest Period as selected in good faith by the Agent.  The principal
London office of each of the four major London banks will be requested
to provide a quotation of its Dollar deposit offered rate.  If at least
two such quotations are provided, the rate for that date will be the
arithmetic mean of the quotations.  If fewer than two quotations are
provided as requested, the rate for that date will be determined on the
basis of the rates quoted for loans in Dollars to leading European
banks for a period of time comparable to such Interest Period offered
by major banks in New York City at approximately 11:00 a.m. New York
City time, on the second LIBOR Business Day prior to the first day of
such Interest Period.  In the event that the Agent is unable to obtain
any such quotation as provided above, it will be deemed that the LIBOR
Rate cannot be determined.
   LIBOR Rate Loans.  Revolving Credit Loans bearing interest
calculated by reference to the LIBOR Rate.
   Loan Documents.  This Credit Agreement, the Notes, the Letter of
Credit Applications, the Letters of Credit and the Guaranty.
   Loan Request.  See Section 2.6.
   Loans.  Collectively, the Revolving Credit Loans and the Swing Line
Loans.
   Majority Banks.  As of any date, any two or more Banks holding more
than fifty percent (50%) of the outstanding principal amount of the
Notes on such date; and if no such principal is outstanding, any two or
more Banks whose aggregate Facility A Commitments and Facility B
Commitments constitutes more than fifty percent (50%) of the Total
Commitment.
   Material Adverse Effect.  With respect to any event, occurrence,
condition or development of whatever nature (including any adverse
determination in any litigation, arbitration or governmental
investigation or proceeding), (i) a material adverse affect on the
properties, assets, condition (financial or otherwise), business or
prospects of the Borrower and the Guarantors, considered as a whole,
(ii) a material impairment of the right or ability of the Borrower and
the Guarantors, considered as a whole, to carry on business
substantially as now conducted by them, (iii) a material adverse effect
on the ability of the Borrower and the Guarantors, taken as a whole, to
perform their obligations under any of the Loan Documents to which they
are a party or by which they are bound, or (iv) a material impairment
of the validity or enforceability of any Loan Document or any material
impairment of the rights, remedies or benefits of the Agent and/or the
Banks under any Loan Document.
   Maximum Drawing Amount.  The maximum aggregate amount that the
beneficiaries may at any time draw under outstanding Letters of Credit,
as such aggregate amount may be reduced from time to time pursuant to
the terms of the Letters of Credit.
   Moody's.  Moody's Investor Service, Inc.
   Motor Vehicle Equipment.  All trucks, trailers, tractors, service
vehicles, automobiles, tires, and all related equipment and accessions,
and all prepaid tire inventory, with respect to which the Borrower or
any of the Guarantors now or hereafter has full and unencumbered title
(except for liens permitted pursuant to Section 9.2(i) hereof), which
are used or usable by the Borrower and its Subsidiaries in their
business operations.
   Multiemployer Plan.  Any multiemployer plan within the meaning of
Section 3(37) of ERISA maintained or contributed to by the Borrower or
any ERISA Affiliate.
   Net Equipment Value.  With respect to Motor Vehicle Equipment, an
aggregate amount equal to the net book value of such equipment, as
determined in accordance with generally accepted accounting principles
and reflecting depreciation methods which are consistent with those
reflected on the consolidated balance sheet of the Borrower and its
Subsidiaries as on the Balance Sheet Date, as the same may be modified
from time to time in accordance with generally accepted accounting
principles and usual and customary industry practices.
   Notes.  The Revolving Credit Notes and the Swing Line Note.
   Obligations.  All indebtedness, obligations and liabilities of any
of the Borrower and its Subsidiaries to any of the Banks and the Agent,
individually or collectively, existing on the date of this Credit
Agreement or arising thereafter, direct or indirect, joint or several,
absolute or contingent, matured or unmatured, liquidated or
unliquidated, secured or unsecured, arising by contract, operation of
law or otherwise, arising or incurred under this Credit Agreement or
any of the other Loan Documents or in respect of any of the Loans made
or Reimbursement Obligations incurred or any of the Notes, Letter of
Credit Application, Letter of Credit or other instruments at any time
evidencing any thereof, and all obligations and liabilities of any of
the Borrower and its Subsidiaries to any Bank arising under any
interest rate hedging arrangements from time to time entered into
between the Borrower and/or its Subsidiaries and a Bank.
   outstanding.  With respect to the Loans, the aggregate unpaid
principal thereof as of any date of determination.
   Parent.  Rollins Truck Leasing Corp., a Delaware corporation.
   PBGC.  The Pension Benefit Guaranty Corporation created by Section
4002 of ERISA and any successor entity or entities having similar
responsibilities.
   Permitted Liens.  Liens, security interests and other encumbrances
permitted by Section 9.2.
   Person.  Any individual, corporation, partnership, trust,
unincorporated association, business, or other legal entity, and any
government or any governmental agency or political subdivision thereof.
   Prime Rate.  The higher of (i) the annual rate of interest announced
from time to time by Fleet National Bank at its office in Boston,
Massachusetts, as its "prime rate" and (ii) one-half of one percent
(1/2%) above the Federal Funds Effective Rate.  For the purposes of
this definition, "Federal Funds Effective Rate" shall mean for any day,
the rate per annum equal to the weighted average of the rates on
overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of New York, or, if such rate
is not so published for any day that is a Business Day, the average of
the quotations for such day on such transactions received by the Agent
from three funds brokers of recognized standing selected by the Agent.
The Prime Rate is a reference rate and does not necessarily represent
the lowest or best rate being charged to any customer.  Changes in the
rate of interest resulting from changes in the Prime Rate shall take
effect immediately without notice or demand of any kind.
   Prime Rate Loans.  Loans bearing interest calculated by reference to
the Prime Rate.
   Real Estate.  All real property at any time owned or leased (as
lessee or sublessee) by the Borrower or any of its Subsidiaries.
   Record.  The grid attached to a Note, or the continuation of such
grid, or any other similar record, including computer records,
maintained by any Bank with respect to any Loan referred to in such
Note.
   Reference Bank.  Fleet National Bank.
   Register.  See Section 19.3.
   Reimbursement Obligation.  The Borrower's obligation to reimburse
the Agent and the Banks on account of any drawing under any Letter of
Credit as provided in Section 4.2.
   Revolving Credit Loans.  Collectively, the Facility A Loans and the
Facility B Loans.
   Revolving Credit Note Record.  A Record with respect to a Revolving
Credit Note.
   Revolving Credit Notes.  The Facility A Notes and the Facility B
Notes.
   S&P.  Standard & Poor's Ratings Group, a division of The McGraw-Hill
Companies, Inc.
   Section 20 Subsidiary.  A Subsidiary of the bank holding company
controlling any Bank, which Subsidiary has been granted authority by
the Federal Reserve Board to underwrite and deal in securities which
may not be underwritten or dealt in by member banks of the Federal
Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C.
Section 24, Seventh), as amended..
   Senior Secured Debt Ratings.  The rating(s) of the Parent's public
secured long-term senior debt, without third party credit enhancement,
issued by Moody's and/or S&P; or, in the event no such debt of the
Parent is outstanding or if such debt shall be outstanding but shall
not be rated by S&P or Moody's, the rating(s) of this credit facility
issued by Moody's and/or S&P upon request of the Borrower.  In the
event that S&P or Moody's do not exist or do not rate such debt of the
Parent or this credit facility, then the Borrower shall request that
another nationally recognized rating agency acceptable to the Borrower,
the Agent and the Banks rate such debt of the Parent or this credit
facility, and thereupon the references herein to S&P and Moody's shall
be deemed to be references to such other rating agency, and appropriate
changes will be made to the table set forth in definition of
"Applicable Margin" to reflect the ratings issued by such other rating
agency.
   Settlement.  The making  or receiving of payments, in immediately
available funds, by the Banks, to the extent necessary to cause each
Bank's actual share of the outstanding amount of Loans (after giving
effect to any Loan Request) to be equal to such Bank's Total Commitment
Percentage of the outstanding amount of such Loans (after giving effect
to any Loan Request), in any case where, prior to such event or action,
the actual share is not so equal.
   Settlement Amount.  See Section 2.10.1.
   Settlement Date.  Any Business Day as the Agent shall determine as
a date to effect a Settlement.
   Settling Bank.  See Section 2.10.1.
   Subsidiary.  Any corporation, association, trust, or other business
entity of which the designated parent shall at any time own directly or
indirectly through a Subsidiary or Subsidiaries at least a majority (by
number of votes) of the outstanding Voting Stock.
   Subsidiary Loan Agreements.  Collectively, the separate loan
agreements executed and to be executed between the Parent and one or
more Subsidiaries of the Parent in connection with an issuance of
Collateral Trust Debentures, which Subsidiary Loan Agreement is
assigned by the Parent to the Trustee under the Collateral Trust
Indenture to secure the Parent's obligations under the Collateral Trust
Debentures.
   Swing Line Loans.  See Section 2.6.2.
   Swing Line Note.  See Section 2.6.2.
   Total Commitment.  The sum of the Total Facility A Commitment and
the Total Facility B Commitment, as in effect from time to time.
   Total Commitment Percentage.  With respect to each Bank, the
percentage set forth on Schedule 1 hereto as such Bank's percentage of
the Total Commitment.
   Total Facility A Commitment.  The sum of the Facility A Commitments
of the Banks.
   Total Facility B Commitment.  The sum of the Facility B Commitments
of the Banks.
   Type.  As to any Revolving Credit Loan, its nature as a Prime Rate
Loan or a LIBOR Rate Loan.
   Uniform Customs.  With respect to any Letter of Credit, the Uniform
Customs and Practice for Documentary Credits (1993 Revision),
International Chamber of Commerce Publication No. 500 or any successor
version thereto adopted by the Agent in the ordinary course of its
business as a letter of credit issuer and in effect at the time of
issuance of such Letter of Credit.
   Unpaid Reimbursement Obligation.  Any Reimbursement Obligation for
which the Borrower does not reimburse the Agent and the Banks on the
date specified in, and in accordance with, Section 4.2.
   Voting Stock.  Stock or similar interests, of any class or classes
(however designated), the holders of which are at the time entitled, as
such holders, to vote for the election of a majority of the directors
(or persons performing similar functions) of the corporation,
association, trust or other business entity involved, whether or not
the right so to vote exists by reason of the happening of a
contingency.
   1.2.  Rules of Interpretation.
      (a)   A reference to any document or agreement shall include such
   document or agreement as amended, modified or supplemented from time
   to time in accordance with its terms and the terms of this Credit
   Agreement.
      (b)   The singular includes the plural and the plural includes
   the singular.
      (c)   A reference to any law includes any amendment or
   modification to such law.
      (d)   A reference to any Person includes its permitted successors
   and permitted assigns.
      (e)   Accounting terms not otherwise defined herein have the
   meanings assigned to them by generally accepted accounting
   principles applied on a consistent basis by the accounting entity to
   which they refer.
      (f)   The words "include", "includes" and "including" are not
   limiting.
      (g)   All terms not specifically defined herein or by generally
   accepted accounting principles, which terms are defined in the
   Uniform Commercial Code as in effect in the State of New York, have
   the meanings assigned to them therein, with the term "instrument"
   being that defined under Article 9 of the Uniform Commercial Code.
      (h)   Reference to a particular "Section " refers to that section
   of this Credit Agreement unless otherwise indicated.
      (i)   The words "herein", "hereof", "hereunder" and words of like
   import shall refer to this Credit Agreement as a whole and not to
   any particular section or subdivision of this Credit Agreement.
      (j)   Unless otherwise expressly indicated, in the computation of
   periods of time from a specified date to a later specified date, the
   word "from" means "from and including," the words "to" and "until"
   each mean "to but excluding," and the word "through" means "to and
   including."
      (k)   This Credit Agreement and the other Loan Documents may use
   several different limitations, tests or measurements to regulate the
   same or similar matters.  All such limitations, tests and
   measurements are, however, cumulative and are to be performed in
   accordance with the terms thereof.
      (l)   This Credit Agreement and the other Loan Documents are the
   result of negotiation among, and have been reviewed by counsel to,
   among others, the Agent and the Borrower and are the product of
   discussions and negotiations among all parties.  Accordingly, this
   Credit Agreement and the other Loan Documents are not intended to be
   construed against the Agent or any of the Banks merely on account of
   the Agent's or any Bank's involvement in the preparation of such
   documents.
2.  THE REVOLVING CREDIT FACILITY.
   2.1.  Commitment to Lend.
      (a)   Facility A Loans.  Subject to the terms and conditions set
   forth in this Credit Agreement, each of the Banks severally agrees
   to lend to the Borrower and the Borrower may borrow, repay, and
   reborrow from time to time from the Closing Date up to but not
   including the Facility A Maturity Date upon notice by the Borrower
   to the Agent given in accordance with Section 2.6, such sums as are
   requested by the Borrower up to a maximum aggregate amount
   outstanding (after giving effect to all amounts requested) at any
   one time equal to such Bank's Facility A Commitment, provided that
   (i) the sum of the outstanding amount of the Facility A Loans (after
   giving effect to all amounts requested) shall not at any time exceed
   the Total Facility A Commitment and (ii) the sum of the outstanding
   amount of the Facility A Loans (after giving effect to all amounts
   requested) plus the outstanding amount of Facility B Loans (after
   giving effect to all amounts requested) plus the outstanding amount
   of the Swing Line Loans (after giving effect to all amounts
   requested) plus the Maximum Drawing Amount and all Unpaid
   Reimbursement Obligations shall not exceed the lesser of (A) the
   Total Commitment and (B) the Borrowing Base.  Facility A Loans shall
   be made pro rata in accordance with each Bank's Facility A
   Commitment Percentage.
      (b)   Facility B Loans.  Subject to the terms and conditions set
   forth in this Credit Agreement, each of the Banks severally agrees
   to lend to the Borrower and the Borrower may borrow, repay, and
   reborrow from time to time from the Closing Date up to but not
   including the Facility B Maturity Date upon notice by the Borrower
   to the Agent given in accordance with Section 2.6, such sums as are
   requested by the Borrower up to a maximum aggregate amount
   outstanding (after giving effect to all amounts requested) at any
   one time equal to such Bank's Facility B Commitment, provided that
   (i) the sum of the outstanding amount of the Facility B Loans (after
   giving effect to all amounts requested) shall not at any time exceed
   the Total Facility B Commitment and (ii) the sum of the outstanding
   amount of the Facility A Loans (after giving effect to all amounts
   requested) plus the outstanding amount of Facility B Loans (after
   giving effect to all amounts requested) plus the outstanding amount
   of all Swing Line Loans (after giving effect to all amounts
   requested) plus the Maximum Drawing Amount and all Unpaid
   Reimbursement Obligations shall not exceed the lesser of (A) the
   Total Commitment and (B) the Borrowing Base.  Facility B Loans shall
   be made pro rata in accordance with each Bank's Facility B
   Commitment Percentage.
      (c)   Each request for a Revolving Credit Loan hereunder shall
   constitute a representation and warranty by the Borrower that the
   conditions set forth in Section 11 and Section 12, in the case of
   the initial Revolving Credit Loans to be made on the Closing Date,
   and Section 12, in the case of all other Revolving Credit Loans,
   have been satisfied on the date of such request.
   2.2.  Commitment Fees.
      (a)   Facility A.  The Borrower agrees to pay to the Agent for
   the accounts of the Banks in accordance with their respective
   Facility A Commitment Percentages a commitment fee (the "Facility A
   Commitment Fee") calculated at the Applicable Margin then in effect
   with respect to the Facility A Commitment Fee on the average daily
   amount during each calendar quarter or portion thereof from the date
   hereof to the Facility A Maturity Date by which the Total Facility
   A Commitment minus the sum of the Maximum Drawing Amount and all
   Unpaid Reimbursement Obligations (to the extent allocated to the
   Facility A Commitment pursuant to Section 4.1.1.) exceeds the
   outstanding amount of Facility A Loans during such calendar quarter.
   The Facility A Commitment Fee shall be payable quarterly in arrears
   on the first day of each calendar quarter for the immediately
   preceding calendar quarter commencing on the first such date hereof,
   with a final payment on the Facility A Maturity or any earlier date
   on which the Facility A Commitments shall terminate.
      (b)   Facility B.  The Borrower agrees to pay to the Agent for
   the accounts of the Banks in accordance with their respective
   Facility B Commitment Percentages a commitment fee (the "Facility B
   Commitment Fee") calculated at the Applicable Margin then in effect
   with respect to the Facility B Commitment Fee on the average daily
   amount during each calendar quarter or portion thereof from the date
   hereof to the Facility B Maturity Date by which the Total Facility
   B Commitment minus the sum of the Maximum Drawing Amount and all
   Unpaid Reimbursement Obligations (to the extent allocated to the
   Facility B Commitment pursuant to Section 4.1.1.) exceeds the
   outstanding amount of Facility B Loans during such calendar quarter.
   The Facility B commitment fee shall be payable quarterly in arrears
   on the first day of each calendar quarter for the immediately
   preceding calendar quarter commencing on the first such date
   following the date hereof, with a final payment on the Facility B
   Maturity Date or any earlier date on which the Facility B
   Commitments shall terminate.
      2.3.  Reduction of Total Commitments. The Borrower shall have the
right at any time and from time to time upon five (5) Business Days
prior written notice to the Agent to reduce by $1,000,000 or an
integral multiple thereof or terminate entirely the Total Facility A
Commitment and/or the Total Facility B Commitment, whereupon the
applicable Commitments of the Banks shall be reduced pro rata in
accordance with their respective Facility A Commitment Percentages or,
as the case may be, their respective Facility B Commitment Percentages
of the amount specified in such notice or, as the case may be,
terminated.  Promptly after receiving any notice of the Borrower
delivered pursuant to this Section 2.3, the Agent will notify the Banks
of the substance thereof.  Upon the effective date of any such
reduction or termination, the Borrower shall pay to the Agent for the
respective accounts of the Banks the full amount of any Commitment Fee
then accrued on the amount of the reduction.  No reduction or
termination of any of the Commitments may be reinstated.
   2.4.  The Revolving Credit Notes.  The Facility A Loans shall be
evidenced by separate promissory notes of the Borrower in substantially
the form of Exhibit B-1 hereto (each, a "Facility A Note"), dated as of
the Closing Date and completed with appropriate insertions.  The
Facility B Loans shall be evidenced by separate promissory notes of the
Borrower in substantially the form of Exhibit B-2 hereto (each a
"Facility B Note"), dated as of the Closing Date and completed with
appropriate insertions.  One Facility A Note shall be payable to the
order of each Bank in a principal amount equal to such Bank's Facility
A Commitment or, if less, the outstanding amount of all Facility A
Loans made by such Bank, plus interest accrued thereon, as set forth
below.  One Facility B Note shall be payable to the order of each Bank
in a principal amount equal to such Bank's Facility B Commitment or, if
less, the outstanding amount of all Facility B Loans made by such Bank,
plus interest accrued thereon, as set forth below.  The Borrower
irrevocably authorizes each Bank to make or cause to be made, at or
about the time of the Drawdown Date of any Revolving Credit Loan or at
the time of receipt of any payment of principal on such Bank's
Revolving Credit Note, an appropriate notation on such Bank's Revolving
Credit Note Record reflecting the making of such Revolving Credit Loan
or (as the case may be) the receipt of such payment.  The outstanding
amount of the Revolving Credit Loans set forth on such Bank's Revolving
Credit Note Record shall be prima facie evidence of the principal
amount thereof owing and unpaid to such Bank, but the failure to
record, or any error in so recording, any such amount on such Bank's
Revolving Credit Note Record shall not limit or otherwise affect the
obligations of the Borrower hereunder or under any Revolving Credit
Note to make payments of principal of or interest on any Revolving
Credit Note when due.
   2.5.  Interest on Revolving Credit Loans.  Except as otherwise
provided in Section 5.11,
      (a)   Each Prime Rate Loan shall bear interest for the period
   commencing with the Drawdown Date thereof and ending on the last day
   of the Interest Period with respect thereto at the Prime Rate.
      (b)   Each LIBOR Rate Loan shall bear interest for the period
   commencing with the Drawdown Date thereof and ending on the last day
   of the Interest Period with respect thereto at the rate per annum
   equal to the LIBOR Rate plus the Applicable Margin then in effect
   with respect to LIBOR Rate Loans.
      (c)   The Borrower promises to pay interest on each Revolving
   Credit Loan in arrears on each Interest Payment Date with respect
   thereto.
   2.6.  Requests for Revolving Credit Loans.
      2.6.1.  General.  The Borrower shall give to the Agent written
   notice in the form of Exhibit C hereto (or telephonic notice
   confirmed in a writing in the form of Exhibit C hereto) of each
   Revolving Credit Loan requested hereunder (a "Loan Request") no less
   than (i) one (1) Business Day prior to the proposed Drawdown Date of
   any Prime Rate Loan and (ii) three (3) LIBOR Business Days prior to
   the proposed Drawdown Date of any LIBOR Rate Loan.  Each such notice
   shall specify (A) the principal amount of the Revolving Credit Loan
   requested, (B) the proposed Drawdown Date of such Revolving Credit
   Loan, (C) the Interest Period for such Revolving Credit Loan, (D)
   whether such Revolving Credit Loan shall be a Facility A Loan or a
   Facility B Loan, and (E) the Type of such Revolving Credit Loan.
   Promptly upon receipt of any such notice, the Agent shall notify
   each of the Banks thereof. Each Loan Request shall be irrevocable
   and binding on the Borrower and shall obligate the Borrower to
   accept the Revolving Credit Loan requested from the Banks on the
   proposed Drawdown Date.  Each Loan Request shall be in a minimum
   aggregate amount of $1,000,000 or an integral multiple of $1,000,000
   in excess thereof.
      2.6.2.  Swing Line.
      (a)   Notwithstanding the notice and minimum amount requirements
   set forth in Section 2.6.1 but otherwise in accordance with the
   terms and conditions of this Credit Agreement, the Agent shall make
   loans to the Borrower in amounts as requested by the Borrower (the
   "Swing Line Loans"); provided that the maximum outstanding principal
   amount of all Swing Line Loans shall not, at any time, exceed
   $10,000,000.  The Borrower acknowledges and agrees that the making
   of such Swing Line Loans shall, in each case, be subject in all
   respects to the provisions of this Credit Agreement as if they were
   Revolving Credit Loans covered by a Loan Request including, without
   limitation, the limitations set forth in Section 2.1 and the
   requirements that the applicable provisions of Section 11 (in the
   case of Loans made on the Closing Date) and Section 12 be satisfied.
   All actions taken by the Agent pursuant to the provisions of this
   Section 2.6.2 shall be conclusive and binding on the Borrower and
   the Banks absent the Agent's gross negligence or willful misconduct.
   Swing Line Loans made pursuant to this Section 2.6.2 shall bear
   interest at rate per annum equal to the sum of the Federal Funds
   Effective Rate (as defined in definition of "Prime Rate") plus the
   Applicable Margin then in effect with respect to LIBOR Rate Loans
   plus one quarter of one percent (0.25%) and, prior to a Settlement,
   interest thereon shall be for the account of the Agent, which
   interest shall be paid on each Settlement Date and on each Interest
   Payment Date.
      (b)   The Swing Line Loans shall be evidenced by a separate
   promissory note of the Borrower in substantially the form of
   Exhibit B-3 hereto (the "Swing Line Note"), dated as of the Closing
   Date and completed with appropriate insertions.  The Swing Line Note
   shall be payable to the order of the Agent in a principal amount
   equal to $10,000,000 or, if less, the outstanding amount of all
   Swing Line Loans made by the Agent, plus interest accrued thereon,
   as set forth below.  The Borrower irrevocably authorizes the Agent
   to make or cause to be made, at or about the time of the Drawdown
   Date of any Swing Line Loan or at the time of receipt of any payment
   of principal on such the Agent's Swing Line Note, an appropriate
   notation on the Agent's Swing Line Note Record reflecting the making
   of such Swing Line Loan or (as the case may be) the receipt of such
   payment.  The outstanding amount of the Swing Line Loans set forth
   on such Note Record shall be prima facie evidence of the principal
   amount thereof owing and unpaid to the Agent, but the failure to
   record, or any error in so recording, any such amount on such Note
   Record shall not limit or otherwise affect the obligations of the
   Borrower hereunder or under the Swing Line Note to make payments of
   principal of or interest on the Swing Line Note when due.
   2.7.  Conversion Options.
      2.7.1.  Conversion to Different Type of Revolving Credit
   Loan.    The Borrower may elect from time to time to convert any
         outstanding Revolving Credit Loan to a Revolving Credit Loan
         of another Type, provided that (i) with respect to any such
         conversion of a LIBOR Rate Loan to a Prime Rate Loan, the
         Borrower shall give the Agent at least one (1) Business Day
         prior written notice of such election; (ii) with respect to
         any such conversion of a Prime Rate Loan to a LIBOR Rate Loan,
         the Borrower shall give the Agent at least three (3) LIBOR
         Business Days prior written notice of such election; (iii)
         with respect to any such conversion of a LIBOR Rate Loan into
         a Prime Rate Loans such conversion shall only be made on the
         last day of the Interest Period with respect thereto and (iv)
         no Loan may be converted into a LIBOR Rate Loan when any
         Default or Event of Default has occurred and is continuing.
         On the date on which such conversion is being made each Bank
         shall take such action as is necessary to transfer its
         Commitment Percentage of such Revolving Credit Loans to its
         Domestic Lending Office or its LIBOR Lending Office, as the
         case may be.  All or any part of outstanding Revolving Credit
         Loans of any Type may be converted into a Revolving Credit
         Loan of another Type as provided herein, provided that any
         partial conversion shall be in an aggregate principal amount
         of $1,000,000 or a whole multiple thereof.  Each Conversion
         Request relating to the conversion of a Prime Rate Loan to a
         LIBOR Rate Loan shall be irrevocable by the Borrower.
      2.7.2.  Continuation of Type of Revolving Credit Loan.     Any
   Revolving Credit Loan of any Type may be continued as a Revolving
   Credit Loan of the same Type upon the expiration of an Interest
   Period with respect thereto by compliance by the Borrower with the
   notice provisions contained in Section 2.7.1; provided that no LIBOR
   Rate Loan may be continued as such when any Default or Event of
   Default has occurred and is continuing, but shall be automatically
   converted to a Prime Rate Loan on the last day of the first Interest
   Period relating thereto ending during the continuance of any Default
   or Event of Default of which officers of the Agent active upon the
   Borrower's account have actual knowledge.  In the event that the
   Borrower fails to provide any such notice with respect to the
   continuation of any LIBOR Rate Loan as such, then such LIBOR Rate
   Loan shall be automatically converted to a Prime Rate Loan on the
   last day of the first Interest Period relating thereto.  The Agent
   shall notify the Banks promptly when any such automatic conversion
   contemplated by this Section 2.7 is scheduled to occur.
      2.7.3.  LIBOR Rate Loans.    Any conversion to or from LIBOR Rate
   Loans shall be in such amounts and be made pursuant to such
   elections so that, after giving effect thereto, the aggregate
   principal amount of all LIBOR Rate Loans having the same Interest
   Period shall not be less than $1,000,000 or a whole multiple of
   $1,000,000 in excess thereof.  At no time shall there be more than
   ten (10) LIBOR Rate Loans outstanding.
   2.8.  Funds for Revolving Credit Loan.
      2.8.1.  Funding Procedures.       Not later than 11:00 a.m.
   (Boston time) on the proposed Drawdown Date of any Revolving Credit
   Loans, each of the Banks will make available to the Agent, at the
   Agent's Office, in immediately available funds, the amount of such
   Bank's Facility A Commitment Percentage of the amount of the
   requested Facility A Loans and/or such Bank's Facility B Commitment
   Percentage of the amount of the requested Facility B Loans.  Upon
   receipt from each Bank of such amount, and upon receipt of the
   documents required by Sections 11 and 12 and the satisfaction of the
   other conditions set forth therein, to the extent applicable, the
   Agent will make available to the Borrower the aggregate amount of
   such Revolving Credit Loans made available to the Agent by the
   Banks.  The failure or refusal of any Bank to make available to the
   Agent at the aforesaid time and place on any Drawdown Date the
   amount of its appropriate Commitment Percentage of the requested
   Revolving Credit Loans shall not relieve any other Bank from its
   several obligation hereunder to make available to the Agent the
   amount of such other Bank's appropriate Commitment Percentage of any
   requested Revolving Credit Loans.
      2.8.2.  Advances by Agent.   The Agent may, unless notified to
   the contrary by any Bank prior to a Drawdown Date, assume that such
   Bank has made available to the Agent on such Drawdown Date the
   amount of such Bank's appropriate Commitment Percentage of the
   Revolving Credit Loans to be made on such Drawdown Date, and the
   Agent may (but it shall not be required to), in reliance upon such
   assumption, make available to the Borrower a corresponding amount.
   If any Bank makes available to the Agent such amount on a date after
   such Drawdown Date, such Bank shall pay to the Agent on demand an
   amount equal to the product of (i) the average computed for the
   period referred to in clause (iii) below, of the weighted average
   interest rate paid by the Agent for federal funds acquired by the
   Agent during each day included in such period, times (ii) the amount
   of such Bank's appropriate Commitment Percentage of such Revolving
   Credit Loan, times (iii) a fraction, the numerator of which is the
   number of days that elapse from and including such Drawdown Date to
   the date on which the amount of such Bank's appropriate Commitment
   Percentage of such Revolving Credit Loan shall become immediately
   available to the Agent, and the denominator of which is 365.  A
   statement of the Agent submitted to such Bank with respect to any
   amounts owing under this paragraph shall be prima facie evidence of
   the amount due and owing to the Agent by such Bank.  If the amount
   of such Bank's appropriate Commitment Percentage of such Revolving
   Credit Loan is not made available to the Agent by such Bank within
   three (3) Business Days following such Drawdown Date, the Agent
   shall be entitled to recover such amount from the Borrower on
   demand, with interest thereon at the rate per annum applicable to
   the Revolving Credit Loan made on such Drawdown Date.
   2.9.  Change in Borrowing Base.      The Borrowing Base shall be
determined quarterly (or at such other interval as may be specified
pursuant to Section 8.4(e)) by the Agent by reference to the Borrowing
Base Report and other information obtained by or provided to the Agent
and the Banks.  The Agent shall give to the Borrower and the Banks
written notice of any change in the Borrowing Base determined by the
Agent.  Prior to the time that such notice becomes effective the
Borrowing Base shall be computed as it would have been computed in the
absence of such notice.
   2.10.  Settlements.
      2.10.1.  General.       On each Settlement Date, the Agent shall,
   not later than 11:00 a.m. (Boston time), give telephonic or
   facsimile notice (i) to the Banks and the Borrower of the respective
   outstanding amount of Swing Line Loans made by the Agent on behalf
   of the Banks from the immediately preceding Settlement Date through
   the close of business on the prior day and (ii) to the Banks of the
   amount (a "Settlement Amount") that each Bank (a "Settling Bank")
   shall pay to effect a Settlement of any Swing Line Loan.  A
   statement of the Agent submitted to the Banks and the Borrower or to
   the Banks with respect to any amounts owing under this Section 2.10
   shall be prima facie evidence of the amount due and owing.  Each
   Settling Bank shall, not later than 3:00 p.m. (Boston time) on such
   Settlement Date, effect a wire transfer of immediately available
   funds to the Agent in the amount of the Settlement Amount for such
   Settling Bank.  All funds advanced by any Bank as a Settling Bank
   pursuant to this Section 2.10 shall for all purposes be treated as
   a Facility B Loan bearing interest at the Prime Rate or, to the
   extent that a Facility B Loan could not then be made in compliance
   with the borrowing limitations set forth in Section 2.1(b), a
   Facility A Loan bearing interest at the Prime Rate, made by such
   Settling Bank to the Borrower and all funds received by the Agent
   pursuant to this Section 2.10 shall for all purposes be treated as
   repayment of amounts owed with respect to Revolving Credit Loans
   made by such Bank.  In the event that any bankruptcy,
   reorganization, liquidation, receivership or similar cases or
   proceedings in which the Borrower is a debtor prevent a Settling
   Bank from making any Revolving Credit Loan to effect a Settlement as
   contemplated hereby, such Settling Bank will make such dispositions
   and arrangements with the other Banks with respect to such Loans,
   either by way of purchase of participations, distribution, pro tanto
   assignment of claims, subrogation or otherwise as shall result in
   each Bank's share of the outstanding Loans being equal, as nearly as
   may be, to such Total Commitment Percentage of the outstanding
   amount of the Loans.
      2.10.2.  Failure to Make Funds Available.   The Agent may, unless
   notified to the contrary by any Settling Bank prior to a Settlement
   Date, assume that such Settling Bank has made or will make available
   to the Agent on such Settlement Date the amount of such Settling
   Bank's Settlement Amount, and the Agent may (but it shall not be
   required to), in reliance upon such assumption, make available to
   the Borrower a corresponding amount.  If any Settling Bank makes
   available to the Agent such amount on a date after such Settlement
   Date, such Settling Bank shall pay to the Agent on demand an amount
   equal to the product of (i) the average computed for the period
   referred to in clause (iii) below, of the weighted average interest
   rate paid by the Agent for federal funds acquired by the Agent
   during each day included in such period, times (ii) the amount of
   such Settlement Amount, times (iii) a fraction, the numerator of
   which is the number of days that elapse from and including such
   Settlement Date to the date on which the amount of such Settlement
   Amount shall become immediately available to the Agent, and the
   denominator of which is 365.  A statement of the Agent submitted to
   such Settling Bank with respect to any amounts owing under this
   Section 2.10.2 shall be prima facie evidence of the amount due and
   owing to the Agent by such Settling Bank.  If such Settling Bank's
   Settlement Amount is not made available to the Agent by such
   Settling Bank within three (3) Business Days following such
   Settlement Date, the Agent shall be entitled to recover such amount
   from the Borrower on demand, with interest thereon at the rate per
   annum applicable to the Revolving Credit Loans as of such Settlement
   Date.
      2.10.3.  No Effect on Other Banks.     The failure or refusal of
   any Settling Bank to make available to the Agent at the aforesaid
   time and place on any Settlement Date the amount of such Settling
   Bank's Settlement Amount shall not (i) relieve any other Settling
   Bank from its several obligation hereunder to make available to the
   Agent the amount of such other Settling Bank's Settlement Amount or
   (ii) impose upon any Bank, other than the Settling Bank so failing
   or refusing, any liability with respect to such failure or refusal
   or otherwise increase the Commitment of such other Bank.
3.  REPAYMENT OF THE REVOLVING CREDIT LOANS.
   3.1.  Maturity.       The Borrower promises to pay on the Facility
A Maturity Date, and there shall become absolutely due and payable on
the Facility A Maturity Date, all of the Facility A Loans outstanding
on such date, together with any and all accrued and unpaid interest
thereon.  The Borrower promises to pay on the Facility B Maturity Date,
and there shall become absolutely due and payable on the Facility B
Maturity Date, all of the Facility B Loans outstanding on such date,
together with any and all accrued and unpaid interest thereon.
   3.2.  Mandatory Repayments of Loans.  If at any time the outstanding
amount of Facility A Loans exceeds the Total Facility A Commitment, the
Borrower shall immediately pay the amount of such excess to the Agent
for the account of the respective Banks.  If at any time the
outstanding amount of the Facility B Loans exceeds the Total Facility
B Commitment, the Borrower shall immediately pay the amount of such
excess for the account of the respective Banks.  If at any time the
outstanding amount of the Facility A Loans plus the outstanding amount
of the Facility B Loans plus the outstanding amount of the Swing Line
Loans plus the Maximum Drawing Amount and any Unpaid Reimbursement
Obligations exceeds the lesser of (i) the Total Commitment and (ii) the
Borrowing Base, then the Borrower shall immediately pay the amount of
such excess to the Agent for the respective accounts of the Banks for
application:  first, to any Swing Line Loans outstanding; second, to
any Unpaid Reimbursement Obligations; third, pro rata to the Revolving
Credit Loans; and fourth, to provide to the Agent cash collateral for
Reimbursement Obligations as contemplated by Section 4.2(b) and (c).
Each payment of any Unpaid Reimbursement Obligations or prepayment of
Revolving Credit Loans shall be allocated among the Banks, in
proportion, as nearly as practicable, to each Reimbursement Obligation
or (as the case may be) the respective unpaid principal amount of each
Bank's applicable Revolving Credit Note, with adjustments to the extent
practicable to equalize any prior payments or repayments not exactly in
proportion.
   3.3.  Optional Repayments of Revolving Credit Loans.     The
Borrower shall have the right, at its election, to repay the
outstanding amount of the Revolving Credit Loans, as a whole or in
part, at any time without penalty or premium, provided that any full or
partial prepayment of the outstanding amount of any LIBOR Rate Loans
pursuant to this Section 3.3 may be made only on the last day of the
Interest Period relating thereto, unless such prepayment is accompanied
by all amounts, if any, required to be paid pursuant to Section 5.9
hereof.  The Borrower shall give the Agent, no later than 10:00 a.m.,
Boston time, at least two (2) Business Days prior written notice of any
proposed prepayment pursuant to this Section 3.3 of Prime Rate Loans,
and three (3) LIBOR Business Days notice of any proposed prepayment
pursuant to this Section 3.3 of LIBOR Rate Loans, in each case
specifying the proposed date of prepayment of Revolving Credit Loans
and the principal amount to be prepaid.  Each such partial prepayment
of the Revolving Credit Loans shall be in an integral multiple of
$1,000,000, shall be accompanied by the payment of accrued interest on
the principal prepaid to the date of prepayment and shall be applied,
in the absence of instruction by the Borrower, first to the principal
of Prime Rate Loans and then to the principal of LIBOR Rate Loans.
Each partial prepayment shall be allocated among the Banks, in
proportion, as nearly as practicable, to the respective unpaid
principal amount of each applicable Bank's Revolving Credit Note, with
adjustments to the extent practicable to equalize any prior repayments
not exactly in proportion.
4.  LETTERS OF CREDIT.
   4.1.  Letter of Credit Commitments.
      4.1.1.  Commitment to Issue Letters of Credit.   Subject to the
   terms and conditions hereof and the execution and delivery by the
   Borrower of a letter of credit application on the Agent's customary
   form (a "Letter of Credit Application"), the Agent on behalf of the
   Banks and in reliance upon the agreement of the Banks set forth in
   Section 4.1.4 and upon the representations and warranties of the
   Borrower contained herein, agrees, in its individual capacity, to
   issue, extend and renew for the account of the Borrower (in the name
   of the Parent, the Borrower, or any Subsidiary of the Parent) one or
   more standby or documentary letters of credit (individually, a
   "Letter of Credit"), in such form as may be requested from time to
   time by the Borrower and agreed to by the Agent; provided, however,
   that, after giving effect to such request, (a) the sum of the
   aggregate Maximum Drawing Amount and all Unpaid Reimbursement
   Obligations shall not exceed $15,000,000 at any one time and (b) the
   sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii)
   all Unpaid Reimbursement Obligations, (iii) the amount of all
   Facility A Loans outstanding, (iv) the amount of all Facility B
   Loans outstanding, and (v) the amount of all Swing Line Loans
   outstanding, shall not exceed the lesser of (A) the Total Commitment
   and (B) the Borrowing Base.  The parties agree that the Maximum
   Drawing Amount of all Letters of Credit and all Unpaid Reimbursement
   Obligations shall be counted first as usage of the Total Facility B
   Commitment and second, to the extent of any insufficiency, as usage
   of the Total Facility A Commitment.
      4.1.2.  Letter of Credit Applications.  Each Letter of Credit
   Application shall be completed to the satisfaction of the Agent.  In
   the event that any provision of any Letter of Credit Application
   shall be inconsistent with any provision of this Credit Agreement,
   then the provisions of this Credit Agreement shall, to the extent of
   any such inconsistency, govern.
      4.1.3.  Terms of Letters of Credit.    Each Letter of Credit
   issued, extended or renewed hereunder shall, among other things, (i)
   provide for the payment of sight drafts for honor thereunder when
   presented in accordance with the terms thereof and when accompanied
   by the documents described therein, and (ii) have an expiry date no
   later than the date which is fourteen (14) days (or, if the Letter
   of Credit is confirmed by a confirmer or otherwise provides for one
   or more nominated persons, forty-five (45) days) prior to the
   Facility B Maturity Date. Each Letter of Credit so issued, extended
   or renewed shall be subject to the Uniform Customs or, in the case
   of a standby Letter of Credit, either the Uniform Customs or the
   International Standby Practices.
      4.1.4.  Reimbursement Obligations of Banks.      Each Bank
   severally agrees that it shall be absolutely liable, without regard
   to the occurrence of any Default or Event of Default or any other
   condition precedent whatsoever, to the extent of such Bank's Total
   Commitment Percentage, to reimburse the Agent on demand for the
   amount of each draft paid by the Agent under each Letter of Credit
   to the extent that such amount is not reimbursed by the Borrower
   pursuant to Section 4.2 (such agreement for a Bank being called
   herein the "Letter of Credit Participation" of such Bank).
      4.1.5.  Participations of Banks.       Each such payment made by
   a Bank shall be treated as the purchase by such Bank of a
   participating interest in the Borrower's Reimbursement Obligation
   under Section 4.2 in an amount equal to such payment.  Each Bank
   shall share in accordance with its participating interest in any
   interest which accrues pursuant to Section 4.2.
   4.2.  Reimbursement Obligation of the Borrower.  In order to induce
the Agent to issue, extend and renew each Letter of Credit and the
Banks to participate therein, the Borrower hereby agrees to reimburse
or pay to the Agent, for the account of the Agent or (as the case may
be) the Banks, with respect to each Letter of Credit issued, extended
or renewed by the Agent hereunder,
      (a)   except as otherwise expressly provided in Section 4.2(b)
   and (c), on each date that any draft presented under such Letter of
   Credit is honored by the Agent, or the Agent otherwise makes a
   payment with respect thereto, (i) the amount paid by the Agent under
   or with respect to such Letter of Credit, and (ii) the amount of any
   taxes, fees, charges or other costs and expenses whatsoever incurred
   by the Agent or any Bank in connection with any payment made by the
   Agent or any Bank under, or with respect to, such Letter of Credit,
      (b)   upon the reduction (but not termination) of the Total
   Commitment to an amount less than the Maximum Drawing Amount, an
   amount equal to such difference, which amount shall be held by the
   Agent for the benefit of the Banks and the Agent as cash collateral
   for all Reimbursement Obligations, and
      (c)   upon the termination of the Total Commitment, or the
   acceleration of the Reimbursement Obligations with respect to all
   Letters of Credit in accordance with Section 13, an amount equal to
   the then Maximum Drawing Amount on all Letters of Credit, which
   amount shall be held by the Agent for the benefit of the Banks and
   the Agent as cash collateral for all Reimbursement Obligations.
Each such payment shall be made to the Agent at the Agent's Office in
immediately available funds.  Interest on any and all amounts remaining
unpaid by the Borrower under this Section 4.2 at any time from the date
such amounts become due and payable (whether as stated in this Section
4.2, by acceleration or otherwise) until payment in full (whether
before or after judgment) shall be payable to the Agent on demand at
the rate specified in Section 5.10 for overdue principal on the
Revolving Credit Loans.
   4.3.  Letter of Credit Payments.     If any draft shall be presented
or other demand for payment shall be made under any Letter of Credit,
the Agent shall notify the Borrower of the date and amount of the draft
presented or demand for payment and of the date and time when it
expects to pay such draft or honor such demand for payment.  If the
Borrower fails to reimburse the Agent as provided in Section 4.2 on or
before the date that such draft is paid or other payment is made by the
Agent, the Agent may at any time thereafter notify the Banks of the
amount of any such Unpaid Reimbursement Obligation.  No later than 3:00
p.m. (Boston time) on the Business Day next following the receipt of
such notice, each Bank shall make available to the Agent, at the
Agent's Office, in immediately available funds, such Bank's Total
Commitment Percentage of such Unpaid Reimbursement Obligation, together
with an amount equal to the product of (i) the average, computed for
the period referred to in clause (iii) below, of the weighted average
interest rate paid by the Agent for federal funds acquired by the Agent
during each day included in such period, times (ii) the amount equal to
such Bank's Total Commitment Percentage of such Unpaid Reimbursement
Obligation, times (iii) a fraction, the numerator of which is the
number of days that elapse from and including the date the Agent paid
the draft presented for honor or otherwise made payment to the date on
which such Bank's Total Commitment Percentage of such Unpaid
Reimbursement obligation shall become immediately available to the
Agent, and the denominator of which is 365.  The responsibility of the
Agent to the Borrower and the Banks shall be only to determine that the
documents (including each draft) delivered under each Letter of Credit
in connection with such presentment shall be in conformity in all
material respects with such Letter of Credit.
   4.4.  Obligations Absolute.     The Borrower's obligations under
this Section 4 shall be absolute and unconditional under any and all
circumstances and irrespective of the occurrence of any Default or
Event of Default or any condition precedent whatsoever or any setoff,
counterclaim or defense to payment which the Borrower may have or have
had against the Agent, any Bank or any beneficiary of a Letter of
Credit.  The Borrower further agrees with the Agent and the Banks that
the Agent and the Banks shall not be responsible for, and the
Borrower's Reimbursement Obligations under Section 4.2 shall not be
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, the beneficiary
of any Letter of Credit or any financing institution or other party to
which any Letter of Credit may be transferred or any claims or defenses
whatsoever of the Borrower against the beneficiary of any Letter of
Credit or any such transferee.  The Agent and the Banks 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 Letter of Credit.  The Borrower agrees that any
action taken or omitted by the Agent or any Bank under or in connection
with each Letter of Credit and the related drafts and documents, if
done in good faith, shall be binding upon the Borrower and shall not
result in any liability on the part of the Agent or any Bank to the
Borrower.
   4.5.  Reliance by Issuer.  To the extent not inconsistent with
Section 4.4, the Agent shall be entitled to rely, and shall be fully
protected in relying upon, any Letter of Credit, 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 the Agent.  The Agent shall be fully
justified in failing or refusing to take any action under this Credit
Agreement unless it shall first have received such advice or
concurrence of the Majority Banks as it reasonably deems appropriate or
it shall first be indemnified to its reasonable satisfaction by the
Banks against any and all liability and expense which may be incurred
by it by reason of taking or continuing to take any such action.  The
Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Credit Agreement in accordance with a request
of the Majority Banks, and such request and any action taken or failure
to act pursuant thereto shall be binding upon the Banks and all future
holders of the Revolving Credit Notes or of a Letter of Credit
Participation.
   4.6.  Letter of Credit Fee.  The Borrower shall, on the last day of
each calendar quarter, pay the following fees (in each case, a "Letter
of Credit Fee") to the Agent in respect of each Letter of Credit
outstanding during such calendar quarter:  (i) a fee in the amount per
annum equal to the Applicable Margin from time to time applicable to
LIBOR Rate Loans on the face amount of such Letter of Credit, such fee
to be for the account of the Banks in accordance with their Total
Commitment Percentages and (ii) a fee in the amount of one-eighth of
one percent (0.125%) per annum on the face amount of each Letter of
Credit outstanding during such calendar quarter, which fee shall be for
the account of the Agent, as a fronting fee.  In respect of each Letter
of Credit, the Borrower shall also pay to the Agent for the Agent's own
account, at such other time or times as such charges are customarily
made by the Agent, the Agent's customary issuance, amendment,
negotiation or document examination and other administrative fees as in
effect from time to time (a schedule of such fees as in effect on the
Closing Date having been delivered to the Borrower prior to the Closing
Date).
5.  CERTAIN GENERAL PROVISIONS.
   5.1.  Closing Fees.     The Borrower agrees to pay to the Agent on
the Closing Date the fees as set forth on the separate letter
agreements, each dated March 29, 2000 between the Borrower and the
Agent.
   5.2.  Funds for Payments.
      5.2.1.  Payments to Agent.   All payments of principal, interest,
   Reimbursement Obligations, Commitment Fees, Letter of Credit Fees
   and any other amounts due hereunder or under any of the other Loan
   Documents shall be made on the due date thereof to the Agent in
   Dollars, for the respective accounts of the Banks and the Agent, at
   the Agent's Office or at such other place that the Agent may from
   time to time designate, in each case at or about 11:00 a.m. (Boston,
   Massachusetts, time or other local time at the place of payment) and
   in immediately available funds.
      5.2.2.  No Offset, etc.  All payments by the Borrower hereunder
   and under any of the other Loan Documents shall be made without
   recoupment, setoff or counterclaim and free and clear of and without
   deduction for any taxes, levies, imposts, duties, charges, fees,
   deductions, withholdings, compulsory loans, restrictions or
   conditions of any nature now or hereafter imposed or levied by any
   jurisdiction or any political subdivision thereof or taxing or other
   authority therein unless the Borrower is compelled by law to make
   such deduction or withholding.  If any such obligation is imposed
   upon the Borrower with respect to any amount payable by it hereunder
   or under any of the other Loan Documents, the Borrower will pay to
   the Agent, for the account of the Banks or (as the case may be) the
   Agent, on the date on which such amount is due and payable hereunder
   or under such other Loan Document, such additional amount in Dollars
   as shall be necessary to enable the Banks or the Agent to receive
   the same net amount which the Banks or the Agent would have received
   on such due date had no such obligation been imposed upon the
   Borrower.  The Borrower will deliver promptly to the Agent
   certificates  or other valid vouchers for all taxes or other charges
   deducted from or paid with respect to payments made by the Borrower
   hereunder or under such other Loan Document.
   5.3.  Computations.   All computations of interest on Prime Rate
Loans and of Commitment Fees, Letter of Credit Fees or other fees shall
be based on a 365 day year and all computations of interest on LIBOR
Rate Loans shall be based on a 360 day year and, in each case, paid for
the actual number of days elapsed.  Except as otherwise provided in the
definition of the term "Interest Period" with respect to LIBOR Rate
Loans, whenever a payment hereunder or under any of the other Loan
Documents becomes due on a day that is not a Business Day, the due date
for such payment shall be extended to the next succeeding Business Day,
and interest shall accrue during such extension.  The outstanding
amount of the Loans as reflected on the Revolving Credit Note Records
from time to time shall be considered correct and binding on the
Borrower unless within five (5) Business Days after receipt of any
notice by the Agent or any of the Banks of such outstanding amount, the
Agent or such Bank shall notify the Borrower to the contrary.
   5.4.  Inability to Determine LIBOR Rate.  In the event, prior to the
commencement of any Interest Period relating to any LIBOR Rate Loan,
the Agent shall determine or be notified by the Majority Banks that
adequate and reasonable methods do not exist for ascertaining the LIBOR
Rate that would otherwise determine the rate of interest to be
applicable to any LIBOR Rate Loan during any Interest Period, the Agent
shall forthwith give notice of such determination (which shall be
conclusive and binding on the Borrower and the Banks) to the Borrower
and the Banks.  In such event (i) any Loan Request or Conversion
Request with respect to LIBOR Rate Loans shall be automatically
withdrawn and shall be deemed a request for Prime Rate Loans, (ii) each
LIBOR Rate Loan will automatically, on the last day of the then current
Interest Period relating thereto, become a Prime Rate Loan, and (iii)
the obligations of the Banks to make LIBOR Rate Loans shall be
suspended until the Agent or the Majority Banks determine that the
circumstances giving rise to such suspension no longer exist, whereupon
the Agent or, as the case may be, the Agent upon the instruction of the
Majority Banks, shall so notify the Borrower and the Banks.
   5.5.  Illegality.     Notwithstanding any other provisions herein,
if any present or future law, regulation, treaty or directive or in the
interpretation or application thereof shall make it unlawful for any
Bank to make or maintain LIBOR Rate Loans, such Bank shall forthwith
give notice of such circumstances to the Borrower and the other Banks
and thereupon (i) the commitment of such Bank to make LIBOR Rate Loans
or convert Loans of another Type to LIBOR Rate Loans shall forthwith be
suspended and (ii) such Bank's Revolving Credit Loans then outstanding
as LIBOR Rate Loans, if any, shall be converted automatically to Prime
Rate Loans on the last day of each Interest Period applicable to such
LIBOR Rate Loans or within such earlier period as may be required by
law.  The Borrower hereby agrees promptly to pay the Agent for the
account of such Bank, upon demand by such Bank, any additional amounts
necessary to compensate such Bank for any costs incurred by such Bank
in making any conversion in accordance with this Section 5.5, including
any interest or fees payable by such Bank to lenders of funds obtained
by it in order to make or maintain its LIBOR Rate Loans hereunder.
   5.6.  Additional Costs, etc.  If any change in any present
applicable law or any future applicable law, which expression, as used
herein, includes statutes, rules and regulations thereunder and
interpretations thereof by any competent court or by any governmental
or other regulatory body or official charged with the administration or
the interpretation thereof and requests, directives, instructions and
notices at any time or from time to time hereafter made upon or
otherwise issued to any Bank or the Agent by any central bank or other
fiscal, monetary or other authority (whether or not having the force of
law), shall:
      (a)   subject any Bank or the Agent to any tax, levy, impost,
   duty, charge, fee, deduction or withholding of any nature with
   respect to this Credit Agreement, the other Loan Documents, any
   Letters of Credit, such Bank's Commitment(s) or the Loans (other
   than taxes based upon or measured by the income or profits of such
   Bank or the Agent), or
      (b)   materially change the basis of taxation (except for changes
   in taxes on income or profits) of payments to any Bank of the
   principal of or the interest on any Loans or any other amounts
   payable to any Bank or the Agent under this Credit Agreement or any
   of the other Loan Documents, or
      (c)   impose or increase or render applicable (other than to the
   extent specifically provided for elsewhere in this Credit Agreement)
   any special deposit, reserve, assessment, liquidity, capital
   adequacy or other similar requirements (whether or not having the
   force of law) against assets held by, or deposits in or for the
   account of, or loans by, or letters of credit issued by, or
   commitments of an office of any Bank, or
      (d)   impose on any Bank or the Agent any other conditions or
   requirements with respect to this Credit Agreement, the other Loan
   Documents, any Letters of Credit, the Loans, such Bank's
   Commitment(s), or any class of loans, letters of credit or
   commitments of which any of the Loans or such Bank's Commitment
   forms a part, and the result of any of the foregoing is
         (i)   to increase the cost to any Bank of making, funding,
      issuing, renewing, extending or maintaining any of the Loans or
      such Bank's Commitment(s) or any Letter of Credit, or
         (ii)  to reduce the amount of principal, interest,
      Reimbursement Obligation or other amount payable to such Bank or
      the Agent hereunder on account of such Bank's Commitment(s), any
      Letter of Credit or any of the Loans, or
         (iii)    to require such Bank or the Agent to make any payment
      or to forego any interest or Reimbursement Obligation or other
      sum payable hereunder, the amount of which payment or foregone
      interest or Reimbursement Obligation or other sum is calculated
      by reference to the gross amount of any sum receivable or deemed
      received by such Bank or the Agent from the Borrower hereunder,
then, and in each such case, the Borrower will, upon demand made by
such Bank or (as the case may be) the Agent at any time and from time
to time and as often as the occasion therefor may arise, pay to such
Bank or the Agent such additional amounts as will be sufficient to
compensate such Bank or the Agent for such additional cost, reduction,
payment or foregone interest or Reimbursement Obligation or other sum.
The Borrower shall not be obligated to compensate a Bank or the Agent
pursuant to this Section 5.6 for any amounts incurred by such Bank or
the Agent more than ninety (90) days prior to such Bank's or the
Agent's written request to the Borrower for such compensation, unless
such amount results from an applicable law which is applied
retroactively, in which case the Borrower shall pay such amounts
incurred from the time of the effectiveness of such applicable law.
   5.7.  Capital Adequacy.  If after the date hereof any Bank or the
Agent determines that (i) the adoption of or change in any law,
governmental rule, regulation, policy, guideline or directive (whether
or not having the force of law) regarding capital requirements for
banks or bank holding companies or any change in the interpretation or
application thereof by a court or governmental authority with
appropriate jurisdiction, or (ii) compliance by such Bank or the Agent
or any corporation controlling such Bank or the Agent with any such
law, governmental rule, regulation, policy, guideline or directive
(whether or not having the force of law) of any such entity regarding
capital adequacy, has the effect of reducing the return on such Bank's
or the Agent's commitment with respect to any Loans to a level below
that which such Bank or the Agent could have achieved but for such
adoption, change or compliance (taking into consideration such Bank's
or the Agent's then existing policies with respect to capital adequacy
and assuming full utilization of such entity's capital) by any amount
deemed by such Bank or (as the case may be) the Agent to be material,
then such Bank or the Agent may notify the Borrower of such fact.  To
the extent that the amount of such reduction in the return on capital
is not reflected in the Prime Rate, the Borrower and such Bank shall
thereafter attempt to negotiate in good faith, within thirty (30) days
of the day on which the Borrower receives such notice, an adjustment
payable hereunder that will adequately compensate such Bank in light of
these circumstances.  If the Borrower and such Bank are unable to agree
to such adjustment within thirty (30) days of the date on which the
Borrower receives such notice, then commencing on the date of such
notice (but not earlier than the effective date of any such increased
capital requirement), the fees payable hereunder shall increase by an
amount that will, in such Bank's reasonable determination, provide
adequate compensation.  Each Bank shall allocate such cost increases
among its customers in good faith and on an equitable basis.  The
Borrower shall not be obligated to compensate a Bank or the Agent
pursuant to this Section 5.7 for any amounts incurred by such Bank or
the Agent more than ninety (90) days prior to such Bank's or the
Agent's written request to the Borrower for such compensation, unless
such amount results from an applicable law which is applied
retroactively, in which case the Borrower shall pay such amounts
incurred from the time of the effectiveness of such applicable law.
   5.8.  Certificate.    A certificate setting forth any additional
amounts payable pursuant to Sections 5.6 or 5.7 and a brief explanation
of such amounts which are due, submitted by any Bank or the Agent to
the Borrower, shall be conclusive, absent manifest error, that such
amounts are due and owing.
   5.9.  Indemnity.  The Borrower agrees to indemnify each Bank and to
hold each Bank harmless from and against any actual loss, cost or
expense that such Bank may sustain or incur as a consequence of (i)
default by the Borrower in payment of the principal amount of or any
interest on any LIBOR Rate Loans as and when due and payable, including
any such loss or expense arising from interest or fees payable by such
Bank to lenders of funds obtained by it in order to maintain its LIBOR
Rate Loans, (ii) default by the Borrower in making a borrowing or
conversion after the Borrower has given (or is deemed to have given) a
Loan Request or a Conversion Request relating thereto in accordance
with Section 2.6 or Section 2.7 or (iii) the making of any payment of
a LIBOR Rate Loan or the making of any conversion of any such Loan to
a Prime Rate Loan on a day that is not the last day of the applicable
Interest Period with respect thereto, including interest or fees
payable by such Bank to lenders of funds obtained by it in order to
maintain any such Loans.
   5.10.  Interest After Default.
      5.10.1.  Overdue Amounts.  Overdue principal and (to the extent
   permitted by applicable law) interest on the Loans and all other
   overdue amounts payable hereunder or under any of the other Loan
   Documents shall bear interest compounded monthly and payable on
   demand at a rate per annum equal to two percent (2%) above the Prime
   Rate until such amount shall be paid in full (after as well as
   before judgment).
      5.10.2.  Amounts Not Overdue.  During the continuance of a
   Default or an Event of Default the principal of the Loans not
   overdue shall, until such Default or Event of Default has been cured
   or remedied or such Default or Event of Default has been waived by
   the Majority Banks pursuant to Section 26, bear interest at a rate
   per annum equal to the greater of (i) two percent (2%) per annum
   above the rate otherwise applicable to such Loans and (ii) the rate
   of interest applicable to overdue principal pursuant to Section
   5.10.1.
   5.11.  Replacement of Banks.
   If any Bank (an "Affected Bank") (i) makes demand upon the Borrower
for (or if the Borrower is otherwise required to pay) amounts pursuant
to Sections 5.6 or 5.7, (ii) is unable to make or maintain LIBOR Rate
Loans as a result of a condition described in Section 5.5 or (iii)
defaults in its obligation to make Loans in accordance with the terms
of this Credit Agreement (such Bank being referred to as a "Defaulting
Bank"), the Borrower may, within ninety (90) days of receipt of such
demand, notice (or the occurrence of such other event causing the
Borrower to be required to pay such compensation or causing Section 5.5
to be applicable), or default, as the case may be, by notice (a
"Replacement Notice") in writing to the Agent and such Affected Bank
(A) request the Affected Bank to cooperate with the Borrower in
obtaining a replacement bank satisfactory to the Agent and the Borrower
(the "Replacement Bank"); (B) request the non-Affected Banks to acquire
and assume all of the Affected Bank's Loans and Commitments as provided
herein, but none of such Banks shall be under an obligation to do so;
or (C) designate a Replacement Bank approved by the Agent, such
approval not to be unreasonably withheld or delayed.  If any
satisfactory Replacement Bank shall be obtained, and/or if any one or
more of the non-Affected Banks shall agree to acquire and assume all of
the Affected Bank's Loans and Commitments, then such Affected Bank
shall assign, in accordance with Section 19, all of its Commitments,
Loans, Letter of Credit Participations, Notes and other rights and
obligations under this Credit Agreement and all other Loan Documents to
such Replacement Bank or non-Affected Banks, as the case may be, in
exchange for payment of the principal amount so assigned and all
interest and fees accrued on the amount so assigned, plus all other
Obligations then due and payable to the Affected Bank; provided,
however, that (i) such assignment shall be without recourse,
representation or warranty and shall be on terms and conditions
reasonably satisfactory to such Affected Bank and such Replacement Bank
and/or non-Affected Banks, as the case may be, and (ii) prior to any
such assignment, the Borrower shall have paid to such Affected Bank all
amounts properly demanded and unreimbursed under Sections 5.6 and 5.7.
Upon the effective date of such assignment, the Borrower shall issue
replacement Notes to such Replacement Bank and/or non-Affected Banks,
as the case may be, and such institution shall become a "Bank" for all
purposes under this Credit Agreement and the other Loan Documents.
   5.12.  Usury Limitation.  This Credit Agreement and the other Loan
Documents are hereby expressly limited so that in no contingency or
event whatsoever, whether by reason of acceleration of maturity of the
Indebtedness evidenced hereby or otherwise, shall the amount paid or
agreed to be paid to the Agent or any Bank for the use or the
forbearance of the Indebtedness evidenced hereby exceed the maximum
permissible under applicable law.  As used herein, the term "applicable
law" shall mean the law in effect as of the date hereof provided,
however that in the event there is a change in the law which results in
a higher permissible rate of interest, then the Loan Documents shall be
governed by such new law as of its effective date.  It is expressly
agreed that it is the intent of Borrower, the Agent and the Banks in
the execution, delivery and acceptance of this Credit Agreement and the
other Loan Documents to contract in strict compliance with the laws of
the State of New York from time to time in effect.  If, under or from
any circumstances whatsoever, fulfillment of any provision hereof or of
any of the other Loan Documents at the time of performance of such
provision shall be due, shall involve transcending the limit of such
validity prescribed by applicable law, then the obligation to be
fulfilled shall automatically be reduced to the limits of such
validity, and if under or from circumstances whatsoever the Agent or
any Bank should ever receive as interest an amount which would exceed
the highest lawful rate, such amount which would be excessive interest
shall be applied to the reduction of the principal balance evidenced
hereby and not to the payment of interest.  This provision shall
control every other provision of this Credit Agreement and the other
Loan Documents.
6.  SECURITY AND GUARANTIES.
   6.1.  Security.  In the event that the Borrower or any of its
Subsidiaries shall grant or suffer to exist any claim, lien, security
interest or other encumbrance on any Motor Vehicle Equipment (an "Other
Lien") to any Person (including, without limitation, in connection with
the provision of security in connection with any Subsidiary Loan
Agreement or the Collateral Trust Debentures), the Borrower or such
Subsidiary shall, prior to the inception of such Other Lien, cause the
Obligations to be equally and ratably secured with the obligations
secured by such Other Lien pursuant to a first priority perfected
security interest in such Motor Vehicle Equipment.  The Borrower and/or
such Subsidiary shall execute and deliver to the Agent all such
security agreements and other documents and instruments, and deliver to
the Agent all such documents and instruments (including, without
limitation, legal opinions) and take all such actions (including,
without limitation, the notation of the Agent's lien on the
certificates of title relating to such Motor Vehicle Equipment) as the
Agent may request, in each case, to fully perfect the Agent's lien and
security interest in such Motor Vehicle Equipment, and all proceeds and
products thereof.
   6.2.  Guaranties.       The Obligations shall be guaranteed by each
of the Borrower's Domestic Subsidiaries and Canadian Subsidiaries
pursuant to the terms of the Guaranty.
7.  REPRESENTATIONS AND WARRANTIES.
   The Borrower represents and warrants to the Banks and the Agent as
follows:
   7.1.  Corporate Authority.
      7.1.1.  Incorporation; Good Standing.  Each of the Borrower and
   its Subsidiaries (i) is a corporation duly organized, validly
   existing and in good standing under the laws of its state of
   incorporation, (ii) has all requisite corporate power to own its
   property and conduct its business as now conducted and as presently
   contemplated, and (iii) is in good standing as a foreign corporation
   and is duly authorized to do business in each jurisdiction where
   such qualification is necessary except where a failure to be so
   qualified would not have a Material Adverse Effect.
      7.1.2.  Authorization.  The execution, delivery and performance
   of this Credit Agreement and the other Loan Documents to which the
   Borrower or any of its Subsidiaries is or is to become a party and
   the transactions contemplated hereby and thereby (i) are within the
   corporate authority of such Person, (ii) have been duly authorized
   by all necessary corporate proceedings, (iii) do not conflict with
   or result in any breach or contravention of any provision of law,
   statute, rule or regulation to which the Borrower or any of its
   Subsidiaries is subject or any judgment, order, writ, injunction,
   license or permit applicable to the Borrower or any of its
   Subsidiaries and (iv) do not conflict with any provision of the
   corporate charter or bylaws of, or any agreement or other instrument
   binding upon, the Borrower or any of its Subsidiaries.
      7.1.3.  Enforceability.      The execution and delivery of this
   Credit Agreement and the other Loan Documents to which the Borrower
   or any of its Subsidiaries is or is to become a party will result in
   valid and legally binding obligations of such Person enforceable
   against it in accordance with the respective terms and provisions
   hereof and thereof, except as enforceability is limited by
   bankruptcy, insolvency, reorganization, moratorium or other laws
   relating to or affecting generally the enforcement of creditors'
   rights and except to the extent that availability of the remedy of
   specific performance or injunctive relief is subject to the
   discretion of the court before which any proceeding therefor may be
   brought.
   7.2.  Governmental Approvals.  The execution, delivery and
performance by the Borrower and any of its Subsidiaries of this Credit
Agreement and the other Loan Documents to which the Borrower or any of
its Subsidiaries is or is to become a party and the transactions
contemplated hereby and thereby do not require the approval or consent
of, or filing with, any governmental agency or authority other than
those already obtained.
   7.3.  Title to Properties; Leases.  Except as indicated on
Schedule 7.3 hereto, the Borrower and its Subsidiaries own all of the
assets reflected in the consolidated balance sheet of the Borrower and
its Subsidiaries as at the Balance Sheet Date or acquired since that
date (except property and assets sold or otherwise disposed of in the
ordinary course of business since that date), subject to no rights of
others, including any mortgages, leases, conditional sales agreements,
title retention agreements, liens or other encumbrances except
Permitted Liens.
     7.4.  Financial Statements and Projections.
          7.4.1.  Fiscal Year.  The Borrower and each of its
     Subsidiaries has a fiscal year which is the twelve months ending
     on September 30th of each calendar year.
          7.4.2.  Financial Statements.  There has been furnished to
     each of the Banks a consolidated balance sheet of the Borrower and
     its Subsidiaries as at the Balance Sheet Date, and a consolidated
     statement of income of the Borrower and its Subsidiaries for the
     fiscal year then ended, certified by KPMG Peat Marwick.  Such
     balance sheet and statement of income have been prepared in
     accordance with generally accepted accounting principles and
     fairly present the financial condition of the Borrower as at the
     close of business on the date thereof and the results of
     operations for the fiscal year then ended.  There are no
     contingent liabilities of the Borrower or any of its Subsidiaries
     as of such date involving material amounts, known to the officers
     of the Borrower, which were not disclosed in such balance sheet
     and the notes related thereto.
          7.4.3.  Projections.     There has also been furnished to
     each of the Banks (i) the business plan of the Borrower and its
     Subsidiaries for the 2000 fiscal year and (ii) the preliminary
     projections of the Borrower and its Subsidiaries for the 2001 to
     2003 fiscal years.  To the knowledge of the Borrower or any of its
     Subsidiaries, no facts exist on the date hereof that (individually
     or in the aggregate) could reasonably be expected to result in any
     material change in such business plan or such preliminary
     projections.  Such business plan and such preliminary projections
     are based upon reasonable estimates and assumptions (at the time
     the same were delivered), have been prepared on the basis of the
     assumptions stated therein and reflect the reasonable estimates of
     the Borrower and its Subsidiaries (at the time the same were
     delivered) of the results of operations and other information
     projected therein, it being understood that such business plan and
     such preliminary projections do not constitute a warranty as to
     the future performance of the Borrower and its Subsidiaries and
     that actual results may vary from that presented therein.
     7.5.  No Material Changes, etc.  Since the Balance Sheet Date
there has occurred no materially adverse change in the financial
condition or business of the Borrower and its Subsidiaries as shown on
or reflected in the consolidated balance sheet of the Borrower and its
Subsidiaries as at the Balance Sheet Date, or the consolidated
statement of income for the fiscal year then ended, other than changes
in the ordinary course of business that have not had a Material Adverse
Effect.
     7.6.  Franchises, Patents, Copyrights, etc.  Each of the Borrower
and its Subsidiaries possesses all franchises, patents, copyrights,
trademarks, trade names, licenses and permits, and rights in respect of
the foregoing, adequate for the conduct of its business substantially
as now conducted without known conflict with any rights of others.
     7.7.  Litigation.  Except as set forth in Schedule 7.7 hereto,
there are no actions, suits, proceedings or investigations of any kind
pending or threatened against the Borrower or any of its Subsidiaries
before any court, tribunal or administrative agency or board that, if
adversely determined, could reasonably be expected, either in any case
or in the aggregate, to have a Material Adverse Effect, or result in
any substantial liability not adequately covered by insurance, or for
which adequate reserves are not maintained on the consolidated balance
sheet of the Borrower and its Subsidiaries, or which question the
validity of this Credit Agreement or any of the other Loan Documents,
or any action taken or to be taken pursuant hereto or thereto.
     7.8.  Compliance with Other Instruments, Laws, etc.  Neither the
Borrower nor any of its Subsidiaries is in violation of any provision
of its charter documents, bylaws, or any agreement or instrument to
which it may be subject or by which it or any of its properties may be
bound or any decree, order, judgment, statute, license, rule, law or
regulation, in any of the foregoing cases in a manner that could
reasonably be expected to result in the imposition of substantial
penalties or have a Material Adverse Effect.
     7.9.  Tax Status.  The Borrower and its Subsidiaries (i) have made
or filed all federal and state income and all other tax returns,
reports and declarations required by any jurisdiction to which any of
them is subject, (ii) have paid all taxes and other governmental
assessments and charges shown or determined to be due on such returns,
reports and declarations, except those being contested in good faith
and by appropriate proceedings and (iii) have set aside on their books
provisions reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or
declarations apply.  There are no unpaid taxes in any material amount
claimed to be due by the taxing authority of any jurisdiction, and the
officers of the Borrower know of no basis for any such claim.
     7.10.  No Event of Default.  No Default or Event of Default has
occurred and is continuing.
     7.11.  Holding Company and Investment Company Acts.  Neither the
Borrower nor any of its Subsidiaries is a "holding company", or a
"subsidiary company" of a "holding company", or an affiliate" of a
"holding company", as such terms are defined in the Public Utility
Holding Company Act of 1935; nor is it an "investment company", or an
"affiliated company" or a "principal underwriter" of an "investment
company", as such terms are defined in the Investment Company Act of
1940.
     7.12.  Absence of Financing Statements, etc.  Except with respect
to Permitted Liens, there is no financing statement, security
agreement, chattel mortgage, real estate mortgage or other document
filed or recorded with any filing records, registry or other public
office, that purports to cover, affect or give notice of any present or
possible future lien on, or security interest in, any assets or
property of the Borrower or any of its Subsidiaries or any rights
relating thereto.
     7.13.  Employee Benefit Plans.  Each Employee Benefit Plan and
each Guaranteed Pension Plan has been maintained and operated in
compliance in all material respects with the provisions of ERISA and,
to the extent applicable, the Code, including but not limited to the
provisions thereunder respecting prohibited transactions and the
bonding of fiduciaries and other persons handling plan funds as
required by Section 412 of ERISA.  Except to the extent the same could
not reasonably be expected to have a Material Adverse Effect, neither
the Borrower nor any ERISA Affiliate has incurred any material
liability (including secondary liability) to any Multiemployer Plan as
a result of a complete or partial withdrawal from such Multiemployer
Plan under Section 4201 of ERISA or as a result of a sale of assets
described in Section 4204 of ERISA.  Neither the Borrower nor any ERISA
Affiliate has been notified that any Multiemployer Plan is in
reorganization or insolvent under and within the meaning of Section
4241 or Section 4245 of ERISA or is at risk of entering reorganization
or becoming insolvent, or that any Multiemployer Plan intends to
terminate or has been terminated under Section 4041A of ERISA.
     7.14.  Use of Proceeds.
          7.14.1.  General.  The proceeds of the Loans shall be used
for working capital and general corporate purposes.  The Borrower will
obtain Letters of Credit solely for working capital and general
corporate purposes.
          7.14.2.  Regulations U and X.  No portion of any Loan is to
     be used, and no portion of any Letter of Credit is to be obtained,
     for the purpose of purchasing or carrying any "margin security" or
     "margin stock" as such terms are used in Regulations U and X of
     the Board of Governors of the Federal Reserve System, 12 C.F.R.
     Parts 221 and 224.
     7.15.  Environmental Compliance.  The Borrower has taken all
necessary steps to investigate its business and operations and the past
and present condition and usage of the Real Estate and the operations
conducted thereon and, based upon such diligent investigation, has
determined that no violation of Environmental Laws by the Borrower or
any of its Subsidiaries could reasonably be expected to have a material
adverse effect on the environment or a Material Adverse Effect.
     7.16.  Subsidiaries, etc.  The only Subsidiaries of the Borrower
are listed on Schedule 7.16 hereto.  Except as set forth on
Schedule 7.16 hereto, neither the Borrower nor any Subsidiary of the
Borrower is engaged in any joint venture or partnership with any other
Person.
     7.17.  Collateral Trust Indenture.  The Borrower has not amended,
modified or supplemented the Collateral Trust Indenture or any of the
Collateral Trust Debentures, except to the extent reflected in public
filings made by the Borrower.  Each of the loan agreements entered into
in connection with the Collateral Trust Debentures is substantially in
the form of loan agreement attached as Exhibit A to the Collateral
Trust Indenture.
     7.18.  Disclosure.  None of this Credit Agreement or any of the
other Loan Documents contains any untrue statement of a material fact
or omits to state a material fact (known to the Borrower or any of its
Subsidiaries in the case of any document or information not furnished
by it or any of its Subsidiaries) necessary in order to make the
statements herein or therein not misleading.  There is no fact known to
the Borrower or any of its Subsidiaries which materially adversely
affects, or which is reasonably likely in the future to have a Material
Adverse Effect, exclusive of effects resulting from changes in general
economic conditions, legal standards or regulatory conditions.
8.  AFFIRMATIVE COVENANTS OF THE BORROWER.
     The Borrower covenants and agrees that, so long as any Loan,
Unpaid Reimbursement Obligation, Letter of Credit or Note is
outstanding or any Bank has any obligation to make any Loans or the
Agent has any obligation to issue, extend or renew any Letters of
Credit:

     8.1.  Punctual Payment.  The Borrower will duly and punctually pay
or cause to be paid the principal and interest on the Loans, all
Reimbursement Obligations, the Letter of Credit Fees, the commitment
fees, the Agent's fee and all other amounts provided for in this Credit
Agreement and the other Loan Documents to which the Borrower or any of
its Subsidiaries is a party, all in accordance with the terms of this
Credit Agreement and such other Loan Documents.
     8.2.  Maintenance of Office.  The Borrower will maintain its chief
executive office in Wilmington, Delaware, or at such other place in the
United States of America as the Borrower shall designate upon written
notice to the Agent, where notices, presentations and demands to or
upon the Borrower in respect of the Loan Documents to which the
Borrower is a party may be given or made.
     8.3.  Records and Accounts.  The Borrower will (i) keep, and cause
each of its Subsidiaries to keep, true and accurate records and books
of account in which full, true and correct entries will be made in
accordance with generally accepted accounting principles, (ii)
maintain, and cause each of its Subsidiaries to maintain, adequate
accounts and reserves for all taxes (including income taxes),
depreciation, depletion, obsolescence and amortization of its
properties and the properties of its Subsidiaries, contingencies, and
other reserves, and (iii) at all times engage KPMG Peat Marwick or any
of the other so-called "big five" accounting firms as the independent
certified public accountants of the Borrower and its Subsidiaries.
     8.4.  Financial Statements, Certificates and Information.  The
Borrower will deliver to each of the Banks:
          (a)  as soon as practicable, but in any event not later than
     ninety (90) days after the end of each fiscal year of the
     Borrower, the consolidated balance sheet of the Borrower and its
     Subsidiaries as of the end of such year, and the related
     consolidated statement of income and consolidated statement of
     cash flow for such year, each setting forth in comparative form
     the figures for the previous fiscal year and all such consolidated
     statements to be in reasonable detail, prepared in accordance with
     generally accepted accounting principles, and certified without
     qualification by KPMG Peat Marwick or by any of the other so-
     called "big five" accounting firms, together with a written
     statement from such accountants to the effect that they have read
     a copy of this Credit Agreement, and that, in making the
     examination necessary to said certification, they have obtained no
     knowledge of any Default or Event of Default, or, if such
     accountants shall have obtained knowledge of any then existing
     Default or Event of Default they shall disclose in such statement
     any such Default or Event of Default; provided that such
     accountants shall not be liable to the Banks for failure to obtain
     knowledge of any Default or Event of Default;
          (b)  as soon as practicable, but in any event not later than
     sixty (60) days after the end of each of the fiscal quarters of
     the Borrower, copies of the unaudited consolidated balance sheet
     of the Borrower and its Subsidiaries as of the end of such
     quarter, and the related consolidated statement of income and
     consolidated statement of cash flow for the portion of the
     Borrower's fiscal year then elapsed, all in reasonable detail and
     prepared in accordance with generally accepted accounting
     principles, together with a certification by the principal
     financial or accounting officer of the Borrower that the
     information contained in such financial statements fairly presents
     the financial position of the Borrower and its Subsidiaries on the
     date thereof (subject to year-end adjustments);
          (c)  simultaneously with the delivery of the financial
     statements referred to in subsections (a) and (b) above, a
     statement certified by the principal financial or accounting
     officer of the Borrower in substantially the form of Exhibit D
     hereto and setting forth in reasonable detail computations
     evidencing compliance with the covenants contained in Section 10
     and (if applicable) reconciliations to reflect changes in
     generally accepted accounting principles since the Balance Sheet
     Date;
          (d)  contemporaneously with the filing or mailing thereof,
     copies of all material of a financial nature filed with the
     Securities and Exchange Commission or sent to the stockholders of
     the Parent;
          (e)  within thirty (30) days after the end of each calendar
     quarter or at such earlier time as the Agent or any Bank may
     reasonably request, a Borrowing Base Report setting forth the
     Borrowing Base as at the end of such calendar quarter or other
     date so requested by the Agent or such Bank (it being understood
     that a Borrowing Base Report may, in addition, be delivered by the
     Borrower at such other times as the Borrower may determine);
          (f)  annually and from time to time at such times as the same
     may be available, upon request of the Agent, projections of the
     Borrower and its Subsidiaries updating those projections delivered
     to the Banks and referred to in Section 7.4.3 or, if applicable,
     updating any later such projections delivered in response to a
     request pursuant to this Section 8.4(f); and
          (g)  from time to time such other financial data and
     information (including accountants' management letters) as the
     Agent or any Bank may reasonably request.
     8.5.  Notices.
          8.5.1.  Defaults.  The Borrower will promptly notify the
     Agent and each of the Banks in writing of the occurrence of any
     Default or Event of Default.  If any Person shall give any notice
     or take any other action in respect of a claimed default (whether
     or not constituting an Event of Default) under this Credit
     Agreement or any other note, evidence of indebtedness, indenture
     or other obligation to which or with respect to which the Borrower
     or any of its Subsidiaries is a party or obligor, whether as
     principal, guarantor, surety or otherwise, the Borrower shall
     forthwith give written notice thereof to the Agent and each of the
     Banks, describing the notice or action and the nature of the
     claimed default.
          8.5.2.  Debt Ratings.  The Borrower will notify the Agent and
     the Banks, promptly upon becoming aware thereof, of any change in
     the Senior Secured Debt Rating.
          8.5.3.  Environmental Events.  The Borrower will promptly
     give notice to the Agent and each of the Banks (i) of any
     violation of any Environmental Law that the Borrower or any of its
     Subsidiaries reports in writing or is reportable by such Person in
     writing (or for which any written report supplemental to any oral
     report is made) to any federal, state or local environmental
     agency that could reasonably be expected to have a Material
     Adverse Effect and (ii) upon becoming aware thereof, of any
     inquiry, proceeding, investigation, or other action, including a
     notice from any agency of potential environmental liability, of
     any federal, state or local environmental agency or board, that
     could reasonably be expected to have a Material Adverse Effect.
          8.5.4.  Notice of Litigation and Judgments.  The Borrower
     will, and will cause each of its Subsidiaries to, give notice to
     the Agent and each of the Banks in writing within fifteen (15)
     days of becoming aware of any litigation or proceedings threatened
     in writing or any pending litigation and proceedings affecting the
     Borrower or any of its Subsidiaries or to which the Borrower or
     any of its Subsidiaries is or becomes a party involving an
     uninsured claim against the Borrower or any of its Subsidiaries
     that could reasonably be expected to have a Material Adverse
     Effect. and stating the nature and status of such litigation or
     proceedings.  The Borrower will, and will cause each of its
     Subsidiaries to, give notice to the Agent and each of the Banks,
     in writing, in form and detail satisfactory to the Agent, within
     ten (10) days of any judgment not covered by insurance, final or
     otherwise, against the Borrower or any of its Subsidiaries in an
     amount in excess of $10,000,000.
     8.6.  Corporate Existence; Maintenance of Properties.  The
Borrower will do or cause to be done all things necessary to preserve
and keep in full force and effect its corporate existence, rights and
franchises and those of its Subsidiaries and will not, and will not
cause or permit any of its Subsidiaries to, convert to a limited
liability company.  It (i) will cause all of its properties and those
of its Subsidiaries used or useful in the conduct of its business or
the business of its Subsidiaries to be maintained and kept in good
condition, repair and working order and supplied with all necessary
equipment, (ii) will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the
judgment of the Borrower may be necessary so that the business carried
on in connection therewith may be properly and advantageously conducted
at all times, and (iii) will, and will cause each of its Subsidiaries
to, continue to engage primarily in the businesses now conducted by
them and in related businesses; provided that nothing in this Section
8.6 shall prevent the Borrower from discontinuing the operation and
maintenance of any of its properties or any of those of its
Subsidiaries if such discontinuance is, in the judgment of the
Borrower, desirable in the conduct of its or their business and would
not have a Material Adverse Effect.
     8.7.  Insurance.  The Borrower will, and will cause each of its
Subsidiaries to, maintain with financially sound and reputable insurers
insurance with respect to its properties and business against such
casualties and contingencies as shall be in accordance with the general
practices of businesses engaged in similar activities in similar
geographic areas and in amounts, containing such terms, in such forms
and for such periods as may be reasonable and prudent.
     8.8.  Taxes.   The Borrower will, and will cause each of its
Subsidiaries to, duly pay and discharge, or cause to be paid and
discharged, before the same shall become overdue, all taxes,
assessments and other governmental charges imposed upon it and its real
properties, sales and activities, or any part thereof, or upon the
income or profits therefrom, as well as all claims for labor,
materials, or supplies that if unpaid might by law become a lien or
charge upon any of its property; provided that any such tax,
assessment, charge, levy or claim need not be paid if the validity or
amount thereof shall currently be contested in good faith by
appropriate proceedings and if the Borrower or such Subsidiary shall
have set aside on its books adequate reserves with respect thereto; and
provided further that the Borrower and each Subsidiary of the Borrower
will pay all such taxes, assessments, charges, levies or claims
forthwith upon the commencement of proceedings to foreclose any lien
that may have attached as security therefor.
     8.9.  Inspection of Properties and Books.  The Borrower shall
permit the Banks, through the Agent or any of the Banks' other
designated representatives, to visit and inspect any of the properties
of the Borrower or any of its Subsidiaries, to examine the books of
account of the Borrower and its Subsidiaries (and to make copies
thereof and extracts therefrom), and to discuss the affairs, finances
and accounts of the Borrower and its Subsidiaries with, and to be
advised as to the same by, its and their officers, all at such
reasonable times and intervals as the Agent or any Bank may reasonably
request.
     8.10.  Compliance with Laws, Contracts, Licenses, and
Permits.  The Borrower will, and will cause each of its Subsidiaries
to, comply with (i) the applicable laws and regulations wherever its
business is conducted, including all Environmental Laws, (ii) the
provisions of its charter documents and by-laws, (iii) all agreements
and instruments by which it or any of its properties may be bound and
(iv) all applicable decrees, orders, and judgments, except, in each
case, to the extent that a failure to so comply could not reasonably be
expected to have a Material Adverse Effect.
     8.11.  Employee Benefit Plans.  The Borrower will (i) promptly
upon filing the same with the Department of Labor or Internal Revenue
Service upon request of the Agent, furnish to the Agent a copy of the
most recent actuarial statement required to be submitted under Section
103(d) of ERISA and Annual Report, Form 5500, with all required
attachments, in respect of each Guaranteed Pension Plan and (ii) from
and after a request therefor by the Agent or any Bank, and promptly
thereafter upon receipt or dispatch, furnish to the Agent or such Bank
any notice, report or demand sent or received in respect of a
Guaranteed Pension Plan under Sections 302, 4041, 4042, 4043, 4063,
4065, 4066 and 4068 of ERISA, or in respect of a Multiemployer Plan,
under Sections 4041A, 4202, 4219, 4242, or 4245 of ERISA.
     8.12.  Use of Proceeds.  The Borrower will use the proceeds of the
Loans solely for working capital and general corporate purposes.  The
Borrower will obtain Letters of Credit solely for working capital and
general corporate purposes.
     8.13.  Further Assurances, Etc.  The Borrower will, and will cause
each of its Subsidiaries to, cooperate with the Banks and the Agent and
execute such further instruments and documents as the Banks or the
Agent shall reasonably request to carry out to their satisfaction the
transactions contemplated by this Credit Agreement and the other Loan
Documents.  Upon receipt of an affidavit of an officer of the Agent or
any Bank as to the loss, theft, destruction or mutilation of any Note
or any other Loan Document, and in the case of any such mutilation,
upon surrender and cancellation of such Note or other Loan Document,
the Borrower will issue, in lieu thereof, a replacement Note or other
Loan Document in the same principal amount thereof and otherwise of
like tenor.
9.  CERTAIN NEGATIVE COVENANTS OF THE BORROWER.
     The Borrower covenants and agrees that, so long as any Loan,
Unpaid Reimbursement Obligation, Letter of Credit or Note is
outstanding or any Bank has any obligation to make any Loans or the
Agent has any obligations to issue, extend or renew any Letters of
Credit:
     9.1.  Restrictions on Indebtedness.  The Borrower will not, and
will not permit any of its Subsidiaries to, create, incur, assume,
guarantee or become liable, contingently or otherwise, with respect to
any Indebtedness if a Default or Event of Default shall then exist or
would result therefrom.
     9.2.  Restrictions on Liens.  The Borrower will not, and will not
permit any of its Subsidiaries to, create or incur or suffer to be
created or incurred or to exist any lien, encumbrance, mortgage,
pledge, charge, restriction or other security interest of any kind upon
any of its property or assets of any character whether now owned or
hereafter acquired, or upon the income or profits therefrom; provided
that the Borrower or any of its Subsidiaries may create or incur or
suffer to be created or incurred or to exist:
          (a)  liens in favor of the Borrower on all or part of the
     assets of Subsidiaries of the Borrower securing Indebtedness owing
     by Subsidiaries of the Borrower to the Borrower;
          (b)  liens to secure taxes, assessments and other government
     charges in respect of obligations not overdue or liens on
     properties to secure claims for labor, material or supplies in
     respect of obligations not overdue;
          (c)  deposits or pledges made in connection with, or to
     secure payment of, workmen's compensation, unemployment insurance,
     old age pensions or other social security obligations;
          (d)  liens on properties in respect of judgments or awards
     that have been in force for less than the applicable period for
     taking an appeal so long as execution is not levied thereunder or
     in respect of which the Borrower or such Subsidiary shall at the
     time in good faith be prosecuting an appeal or proceedings for
     review and in respect of which a stay of execution shall have been
     obtained pending such appeal or review;
          (e)  liens of carriers, warehousemen, mechanics and
     materialmen, and other like liens on properties in existence less
     than 120 days from the date of creation thereof in respect of
     obligations not overdue;
          (f)  encumbrances on Real Estate consisting of easements,
     rights of way, zoning restrictions, restrictions on the use of
     real property and defects and irregularities in the title thereto,
     landlord's or lessor's liens under leases to which the Borrower or
     a Subsidiary of the Borrower is a party, and such other minor
     liens or encumbrances none of which in the opinion of the Borrower
     interferes materially with the use of the property affected in the
     ordinary conduct of the business of the Borrower and its
     Subsidiaries, which defects would not have a Material Adverse
     Effect;
          (g)  liens existing on the date hereof and listed on
     Schedule 9.2 hereto;
          (h)  purchase money security interests in or purchase money
     mortgages on real or personal property acquired after the date
     hereof to secure purchase money Indebtedness in an aggregate
     amount not to exceed $100,000,000, incurred in connection with the
     acquisition of such property, which security interests or
     mortgages cover only the real or personal property so acquired;
          (i)  liens on Motor Vehicle Equipment securing Indebtedness
     evidenced by the Collateral Trust Debentures; provided that the
     Obligations are equally and ratably secured with such Indebtedness
     in accordance with Section 6.1 hereof;
          (j)  liens in favor of the Agent, for the benefit of the
     Banks and the Agent, securing the Obligations; and
          (k)  liens in respect of Capitalized Leases.
     9.3.  Distributions.  The Borrower will not make any
Distributions; provided that, so long as no Default or Event of Default
shall have occurred and be continuing or would result therefrom, the
Borrower may make Distributions in an aggregate amount in any fiscal
year not to exceed 100% of Consolidated Net Income for such fiscal
year.
     9.4.  Merger, Consolidation and Disposition of Assets.
          9.4.1.  Mergers.  The Borrower will not, and will not permit
     any of its Subsidiaries to, become a party to any merger or
     consolidation; provided, that, so long as no Default or Event of
     Default shall have occurred and be continuing or would result
     therefrom, (i) one or more Subsidiaries of the Borrower may merge
     with and into the Borrower, so long as the Borrower is the
     survivor of such merger, (ii) any two Subsidiaries may merge with
     and into each other, so long as, if any such Subsidiary is a
     Guarantor, such Guarantor is the survivor of such merger, and
     (iii) in connection with any acquisition permitted pursuant to
     Section 9.4.2., any Person (other than the Borrower or a
     Guarantor) may merge with and into the Borrower or any Subsidiary
     of the Borrower, so long as the Borrower or such Subsidiary is the
     survivor of such merger.
          9.4.2.  Acquisitions.  The Borrower will not, and will not
     permit any of its Subsidiaries to effect any asset acquisition or
     stock acquisition; provided that, so long as no Default or Event
     of Default shall have occurred and be continuing or would result
     therefrom, the Borrower and its Subsidiaries may make acquisitions
     of assets in the ordinary course of business consistent with past
     practices, provided that (i) such acquisitions are in the same or
     a related line of business engaged in by the Borrower on the
     Closing Date and (ii) without the prior written consent of the
     Majority Banks, the Borrower shall not, and shall not permit any
     of its Subsidiaries to, effect any acquisition if the aggregate
     consideration payable by the Borrower and its Subsidiaries in
     connection therewith exceeds fifteen percent (15%) of the
     Consolidated Net Worth, determined as at the end of the last
     fiscal quarter of the Borrower.
     9.4.3.  Disposition of Assets.  The Borrower will not, and will
not permit any of its Subsidiaries to, become a party to or agree to or
effect any disposition of assets, other than, so long as no Default or
Event of Default shall have occurred and be continuing or would result
therefrom, the disposition of assets in the ordinary course of
business, consistent with past practices.
     9.5.  Employee Benefit Plans.  Neither the Borrower nor any ERISA
Affiliate will
          (a)  engage in any "prohibited transaction" within the
     meaning of Section 406 of ERISA or Section 4975 of the Code which
     could result in a material liability for the Borrower or any of
     its Subsidiaries; or
          (b)  permit any Guaranteed Pension Plan to incur an
     "accumulated funding deficiency", as such term is defined in
     Section 302 of ERISA, whether or not such deficiency is or may be
     waived; or
          (c)  fail to contribute to any Guaranteed Pension Plan to an
     extent which, or terminate any Guaranteed Pension Plan in a manner
     which, could result in the imposition of a lien or encumbrance on
     the assets of the Borrower or any of its Subsidiaries pursuant to
     Section 302(f) or Section 4068 of ERISA; or
          (d)  amend any Guaranteed Pension Plan in circumstances
     requiring the posting of security pursuant to Section 307 of ERISA
     or Section 401(a)(29) of the Code; or
          (e)  permit or take any action which would result in the
     aggregate benefit liabilities (with the meaning of Section 4001 of
     ERISA) of all Guaranteed Pension Plans exceeding the value of the
     aggregate assets of such Plans, disregarding for this purpose the
     benefit liabilities and assets of any such Plan with assets in
     excess of benefit liabilities.
     9.6.  Business Activities.  The Borrower will not, and will not
permit any of its Subsidiaries to, engage directly or indirectly
(whether through Subsidiaries or otherwise) in any type of business
other than the businesses conducted by them on the Closing Date and in
related businesses.
     9.7.  Concerning the Subsidiaries.  (a)  The Borrower shall not,
and shall not permit any of its Subsidiaries to, acquire or create any
Domestic Subsidiaries or Canadian Subsidiaries, unless
contemporaneously with such acquisition or creation, the Borrower shall
cause such Subsidiary to guaranty all of the Obligations hereunder
pursuant to a Guaranty in form and substance reasonably satisfactory to
the Agent, together with such supporting documentation (including,
without limitation, legal opinions) as the Agent may reasonably
request.
     (b)  The Borrower will not permit any of its Subsidiaries to,
enter into any agreement which restricts or prohibits any guarantees,
advances, dividends or distributions (i) from any Subsidiary to the
Borrower or (ii) between or among Consolidated Subsidiaries.
     9.8.  Prohibition on Negative Pledges.  Neither the Parent nor the
Borrower will, nor will they permit any of their Subsidiaries to, enter
into, or be or become bound by or subject to, any agreement prohibiting
the creation or assumption of any lien or security interest upon its
properties, whether now owned or hereafter acquired.
     9.9.  Modification of Documents.  Neither the Parent nor any of
its Subsidiaries will amend, modify, or supplement the Collateral Trust
Indenture, any of the Collateral Trust Debentures, or any of the loan
documents entered into in connection therewith if such amendment,
modification or supplement would have a Material Adverse Effect.
10.  FINANCIAL COVENANTS OF THE BORROWER.
     The Borrower covenants and agrees that, so long as any Loan,
Unpaid Reimbursement Obligation, Letter of Credit or Note is
outstanding or any Bank has any obligation to make any Loans or the
Agent has any obligation to issue, extend or renew any Letters of
Credit:
     10.1.  Consolidated Funded Debt to Consolidated Adjusted Tangible
Net Worth.  The Borrower will not, as at the end of any fiscal quarter,
permit the ratio of Consolidated Funded Debt to Consolidated Adjusted
Tangible Net Worth to be greater than 3.75:1.00.
     10.2.  Consolidated Tangible Net Worth.  The Borrower will not,
any time, permit Consolidated Tangible Net Worth to be less than the
sum of $250,000,000, plus, on a cumulative basis, 50% of positive
Consolidated Net Income for each fiscal quarter ending subsequent to
September 30, 1999, with no deduction for any fiscal quarter in which
there is a net loss.
11.  CLOSING CONDITIONS.
     The obligations of the Banks to make the initial Loans and of the
Agent to issue any initial Letters of Credit shall be subject to the
satisfaction of the following conditions precedent:
     11.1.  Loan Documents.     Each of the Loan Documents shall have
been duly executed and delivered by the respective parties thereto,
shall be in full force and effect and shall be in form and substance
satisfactory to each of the Banks.  Each Bank shall have received a
fully executed copy of each such document.
     11.2.  Certified Copies of Charter Documents.     Each of the
Banks shall have received from the Borrower and each of its
Subsidiaries a copy, certified by a duly authorized officer of such
Person to be true and complete on the Closing Date, of each of (i) its
charter or other incorporation documents as in effect on such date of
certification, and (ii) its by-laws as in effect on such date.
     11.3.  Corporate Action.      All corporate action necessary for
the valid execution, delivery and performance by the Borrower and each
of its Subsidiaries of this Credit Agreement and the other Loan
Documents to which it is or is to become a party shall have been duly
and effectively taken, and evidence thereof satisfactory to the Banks
shall have been provided to each of the Banks.
     11.4.  Incumbency Certificate.     Each of the Banks shall have
received from the Borrower and each of its Subsidiaries an incumbency
certificate, dated as of the Closing Date, signed by a duly authorized
officer of the Borrower or such Subsidiary, and giving the name and
bearing a specimen signature of each individual who shall be
authorized: (i) to sign, in the name and on behalf of each of the
Borrower of such Subsidiary, each of the Loan Documents to which the
Borrower or such Subsidiary is or is to become a party; (ii) in the
case of the Borrower, to make Loan Requests and Conversion Requests and
to apply for Letters of Credit; and (iii) to give notices and to take
other action on its behalf under the Loan Documents.
     11.5.  Certificates of Insurance.  The Agent shall have received
a certificate of insurance from an independent insurance broker dated
as of the Closing Date, identifying insurers, types of insurance,
insurance limits, and policy terms, and otherwise describing the
insurance obtained in accordance with the provisions of this Credit
Agreement.
     11.6.  Borrowing Base Report.  The Agent shall have received from
the Borrower the initial Borrowing Base Report dated as of the Closing
Date, based on information as at the end of the last fiscal month for
which financial information is available.
     11.7.  Opinions of Counsel.     Each of the Banks and the Agent
shall have received a favorable legal opinion addressed to the Banks
and the Agent, dated as of the Closing Date, in form and substance
satisfactory to the Banks and the Agent, from (a) either Klaus M.
Belohoubek, Esq., or J. Carlisle Peet, III, Esq., counsel to the
Borrower and its Subsidiaries and (b) Bingham Dana LLP, counsel to the
Agent.
     11.8.  Payment of Fees.       The Borrower shall have paid to the
Agent the fees pursuant to Section 5.1.
12.  CONDITIONS TO ALL BORROWINGS.
     The obligations of the Banks to make any Loan, including the Loans
to be made on the Closing Date, and of the Agent to issue, extend or
renew any Letter of Credit, in each case whether on or after the
Closing Date, shall also be subject to the satisfaction of the
following conditions precedent:
     12.1.  Representations True; No Event of Default.  Each of the
representations and warranties of any of the Borrower and its
Subsidiaries contained in this Credit Agreement, the other Loan
Documents or in any document or instrument delivered pursuant to or in
connection with this Credit Agreement shall be true as of the date as
of which they were made and shall also be true at and as of the time of
the making of such Loan or the issuance, extension or renewal of such
Letter of Credit, with the same effect as if made at and as of that
time (except to the extent of changes resulting from transactions
contemplated or permitted by this Credit Agreement and the other Loan
Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse, and to the
extent that such representations and warranties relate expressly to an
earlier date) and no Default or Event of Default shall have occurred
and be continuing.
     12.2.  No Legal Impediment.  No change shall have occurred in any
law or regulations thereunder or interpretations thereof that in the
reasonable opinion of any Bank would make it illegal for such Bank to
make such Loan or to participate in the issuance, extension or renewal
of such Letter of Credit or in the reasonable opinion of the Agent
would make it illegal for the Agent to issue, extend or renew such
Letter of Credit.
     12.3.  Governmental Regulation.    Each Bank shall have received
such statements in substance and form reasonably satisfactory to such
Bank as such Bank shall require for the purpose of compliance with any
applicable regulations of the Comptroller of the Currency or the Board
of Governors of the Federal Reserve System.
     12.4.  Proceedings and Documents.       All proceedings in
connection with the transactions contemplated by this Credit Agreement,
the other Loan Documents and all other documents incident thereto shall
be satisfactory in substance and in form to the Banks and to the Agent
and the Agent's Special Counsel, and the Banks, the Agent and such
counsel shall have received all information and such counterpart
originals or certified or other copies of such documents as the Agent
may reasonably request.
     12.5.  Borrowing Base Report.  The Agent shall have received the
most recent Borrowing Base Report required to be delivered to the Agent
in accordance with Section 8.4(e) and, if requested by the Agent or any
Bank, a Borrowing Base Report dated as of the end of the most recently
ended month for which financial information is available.
13.  EVENTS OF DEFAULT; ACCELERATION; ETC.
     13.1.  Events of Default and Acceleration.   If any of the
following events ("Events of Default" or, if the giving of notice or
the lapse of time or both is required, then, prior to such notice or
lapse of time, "Defaults") shall occur:
          (a)  the Borrower shall fail to pay any principal of the
     Loans or any Reimbursement Obligation when the same shall become
     due and payable, whether at the stated date of maturity or any
     accelerated date of maturity or at any other date fixed for
     payment;
          (b)  the Borrower or any of its Subsidiaries shall fail to
     pay any interest on the Loans, the commitment fee, any Letter of
     Credit Fee, the Agent's fee, or other sums due hereunder or under
     any of the other Loan Documents, within three (3) days of when the
     same shall become due and payable, whether at the stated date of
     maturity or any accelerated date of maturity or at any other date
     fixed for payment;
          (c)  (i) the Borrower shall fail to comply with any of its
     covenants contained in Section 10 or (ii) the Borrower shall fail
     to comply with any of its covenants contained in Section 8, 9 or
     10 (other than those referred to in clause (i) of this paragraph
     (c)) and such failure shall continue for ten (10) days;
          (d)  the Borrower or any of its Subsidiaries shall fail to
     perform any term, covenant or agreement contained herein or in any
     of the other Loan Documents (other than those specified elsewhere
     in this Section 13.1) for fifteen (15) days after written notice
     of such failure has been given to the Borrower by the Agent or any
     Bank;
          (e)  any representation or warranty of the Borrower or any of
     its Subsidiaries in this Credit Agreement or any of the other Loan
     Documents or in any other document or instrument delivered
     pursuant to or in connection with this Credit Agreement shall
     prove to have been false in any material respect upon the date
     when made or deemed to have been made or repeated;
          (f)  the Borrower or any of its Subsidiaries shall fail to
     pay at maturity, or within any applicable period of grace, any of
     the Collateral Trust Debentures or any other obligation for
     borrowed money or credit received or in respect of any Capitalized
     Leases, in each case, in respect of obligations in excess of
     $10,000,000 or fail to observe or perform any material term,
     covenant or agreement contained in any of the Collateral Trust
     Debentures or the Collateral Trust Indenture or any other
     agreement by which it is bound, evidencing or securing borrowed
     money or credit received or in respect of any Capitalized Leases,
     in each case in respect of obligations in excess of $10,000,000
     for such period of time as would permit (assuming the giving of
     appropriate notice if required) the holder or holders thereof or
     of any obligations issued thereunder to accelerate the maturity
     thereof, or any such holder or holders shall rescind or shall have
     a right to rescind the purchase of any such obligations;
          (g)  the Borrower or any of its Subsidiaries shall make an
     assignment for the benefit of creditors, or admit in writing its
     inability to pay or generally fail to pay its debts as they mature
     or become due, or shall petition or apply for the appointment of
     a trustee or other custodian, liquidator or receiver of the
     Borrower or any of its Subsidiaries or of any substantial part of
     the assets of the Borrower or any of its Subsidiaries or shall
     commence any case or other proceeding relating to the Borrower or
     any of its Subsidiaries under any bankruptcy, reorganization,
     arrangement, insolvency, readjustment of debt, dissolution or
     liquidation or similar law of any jurisdiction, now or hereafter
     in effect, or shall take any action to authorize or in furtherance
     of any of the foregoing, or if any such petition or application
     shall be filed or any such case or other proceeding shall be
     commenced against the Borrower or any of its Subsidiaries and the
     Borrower or any of its Subsidiaries shall indicate its approval
     thereof, consent thereto or acquiescence therein or such petition
     or application shall not have been dismissed within forty-five
     (45) days following the filing thereof;
          (h)  a decree or order is entered appointing any such
     trustee, custodian, liquidator or receiver or adjudicating the
     Borrower or any of its Subsidiaries bankrupt or insolvent, or
     approving a petition in any such case or other proceeding, or a
     decree or order for relief is entered in respect of the Borrower
     or any Subsidiary of the Borrower in an involuntary case under
     federal bankruptcy laws as now or hereafter constituted;
          (i)  there shall remain in force, undischarged, unsatisfied
     and unstayed, for more than sixty days, whether or not
     consecutive, any final judgment against the Borrower or any of its
     Subsidiaries that, with other such outstanding final judgments,
     against the Borrower or any of its Subsidiaries exceeds in the
     aggregate $10,000,000;
          (j)  if any of the Loan Documents shall be cancelled,
     terminated, revoked or rescinded otherwise than in accordance with
     the terms thereof or with the express prior written agreement,
     consent or approval of the Banks, or any action at law, suit or in
     equity or other legal proceeding to cancel, revoke or rescind any
     of the Loan Documents shall be commenced by or on behalf of the
     Borrower or any of its Subsidiaries party thereto or any of their
     respective stockholders, or any court or any other governmental or
     regulatory authority or agency of competent jurisdiction shall
     make a determination that, or issue a judgment, order, decree or
     ruling to the effect that, any one or more of the Loan Documents
     is illegal, invalid or unenforceable in accordance with the terms
     thereof; or
          (k)  (i) the Parent shall cease to own, legally and
     beneficially, 80% of the capital stock of the Borrower or (ii) any
     person or group of persons (within the meaning of Section 13 or 14
     of the Securities Exchange Act of 1934, as amended) (other than a
     person or group of persons holding in excess of the following
     percentage on the Closing Date) shall have acquired beneficial
     ownership (within the meaning of Rule 13d-3 promulgated by the
     Securities and Exchange Commission under said Act) of 25% or more
     of the outstanding shares of common stock of the Parent; or,
     during any period of twelve consecutive calendar months,
     individuals who were directors of the Parent on the first day of
     such period shall cease to constitute a majority of the board of
     directors of the Parent;
then, and in any such event, so long as the same may be continuing, the
Agent may, and upon the request of the Majority Banks shall, by notice
in writing to the Borrower declare all amounts owing with respect to
this Credit Agreement, the Notes and the other Loan Documents and all
Reimbursement Obligations to be, and they shall thereupon forthwith
become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly
waived by the Borrower; provided that in the event of any Event of
Default specified in Sections 13.1(g) or 13.1(h), all such amounts
shall become immediately due and payable automatically and without any
requirement of notice from the Agent or any Bank.
     13.2.  Termination of Commitments.  If any one or more of the
Events of Default specified in Section 13.1(g) or Section 13.1(h) shall
occur, any unused portion of the credit hereunder shall forthwith
terminate and each of the Banks shall be relieved of all further
obligations to make Loans to the Borrower and the Agent shall be
relieved of all further obligations to issue, extend or renew Letters
of Credit.  If any other Event of Default shall have occurred and be
continuing, the Agent may and, upon the request of the Majority Banks,
shall, by notice to the Borrower, terminate the unused portion of the
credit hereunder, and upon such notice being given such unused portion
of the credit hereunder shall terminate immediately and each of the
Banks shall be relieved of all further obligations to make Loans and
the Agent shall be relieved of all further obligations to issue, extend
or renew Letters of Credit.  No termination of the credit hereunder
shall relieve the Borrower or any of its Subsidiaries of any of the
Obligations.
     13.3.  Remedies.    In case any one or more of the Events of
Default shall have occurred and be continuing, and whether or not the
Banks shall have accelerated the maturity of the Loans pursuant to
Section 13.1, each Bank, if owed any amount with respect to the Loans
or the Reimbursement Obligations, may, with the consent of the Majority
Banks but not otherwise, proceed to protect and enforce its rights by
suit in equity, action at law or other appropriate proceeding, whether
for the specific performance of any covenant or agreement contained in
this Credit Agreement and the other Loan Documents or any instrument
pursuant to which the Obligations to such Bank are evidenced, including
as permitted by applicable law the obtaining of the ex parte
appointment of a receiver, and, if such amount shall have become due,
by declaration or otherwise, proceed to enforce the payment thereof or
any other legal or equitable right of such Bank.  No remedy herein
conferred upon any Bank or the Agent or the holder of any Note or
purchaser of any Letter of Credit Participation is intended to be
exclusive of any other remedy and each and every remedy shall be
cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by
statute or any other provision of law.
14.  SETOFF.
     The Borrower and each guarantor of the Obligations hereby grant to
the Agent and each Bank a lien, security interest and right of setoff
as security for all liabilities and obligations to the Agent and the
Banks, whether now existing or hereafter arising, upon and against all
deposits, credits, and other property, now or hereafter in the
possession, custody, safekeeping or control of the Agent or any Bank or
any of their affiliates or in transit to any of them as provided
herein.  At any time after the occurrence of an Event of Default,
without demand or notice, the Agent and any Bank may set off the same
or any part thereof and apply the same to any liability or Obligation
of the Borrower and any guarantor even though unmatured and regardless
of the adequacy of any other collateral.  ANY AND ALL RIGHTS TO REQUIRE
THE AGENT OR ANY BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT
TO ANY OTHER COLLATERAL PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH
RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR
ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY
WAIVED.  Each of the Banks agrees with each other Bank that (i) if an
amount to be set off is to be applied to Indebtedness of the Borrower
to such Bank, other than Indebtedness evidenced by the Notes held by
such Bank or constituting Reimbursement Obligations owed to such Bank,
such amount shall be applied ratably to such other Indebtedness and to
the Indebtedness evidenced by all such Notes held by such Bank or
constituting Reimbursement Obligations owed to such Bank, and (ii) if
such Bank shall receive from the Borrower, whether by voluntary
payment, exercise of the right of setoff, counterclaim, cross action,
enforcement of the claim evidenced by the Notes held by, or
constituting Reimbursement Obligations owed to, such Bank by
proceedings against the Borrower at law or in equity or by proof
thereof in bankruptcy, reorganization, liquidation, receivership or
similar proceedings, or otherwise, and shall retain and apply to the
payment of the Note or Notes held by, or Reimbursement Obligations owed
to, such Bank any amount in excess of its ratable portion of the
payments received by all of the Banks with respect to the Notes held
by, and Reimbursement Obligations owed to, all of the Banks, such Bank
will make such disposition and arrangements with the other Banks with
respect to such excess, either by way of distribution, pro tanto
assignment of claims, subrogation or otherwise as shall result in each
Bank receiving in respect of the Notes held by it or Reimbursement
obligations owed it, its proportionate payment as contemplated by this
Credit Agreement; provided that if all or any part of such excess
payment is thereafter recovered from such Bank, such disposition and
arrangements shall be rescinded and the amount restored to the extent
of such recovery, but without interest.
15.  THE AGENT.
     15.1.  Authorization.
          (a)  The Agent is authorized to take such action on behalf of
     each of the Banks and to exercise all such powers as are hereunder
     and under any of the other Loan Documents and any related
     documents delegated to the Agent, together with such powers as are
     reasonably incident thereto, provided that no duties or
     responsibilities not expressly assumed herein or therein shall be
     implied to have been assumed by the Agent.
          (b)  The relationship between the Agent and each of the Banks
     is that of an independent contractor.  The use of the term "Agent"
     is for convenience only and is used to describe, as a form of
     convention, the independent contractual relationship between the
     Agent and each of the Banks.  Nothing contained in this Credit
     Agreement nor the other Loan Documents shall be construed to
     create an agency, trust or other fiduciary relationship between
     the Agent and any of the Banks.
          (c)  As an independent contractor empowered by the Banks to
     exercise certain rights and perform certain duties and
     responsibilities hereunder and under the other Loan Documents, the
     Agent is nevertheless a "representative" of the Banks, as that
     term is defined in Article 1 of the Uniform Commercial Code, for
     purposes of actions for the benefit of the Banks and the Agent
     with respect to all collateral security and guaranties
     contemplated by the Loan Documents.  Such actions include the
     designation of the Agent as "secured party", "mortgagee" or the
     like on all financing statements and other documents and
     instruments, whether recorded or otherwise, relating to the
     attachment, perfection, priority or enforcement of any security
     interests, mortgages or deeds of trust in collateral security
     intended to secure the payment or performance of any of the
     Obligations, all for the benefit of the Banks and the Agent.
     15.2.  Employees and Agents.       The Agent may exercise its
powers and execute its duties by or through employees or agents and
shall be entitled to take, and to rely on, advice of counsel concerning
all matters pertaining to its rights and duties under this Credit
Agreement and the other Loan Documents.  The Agent may utilize the
services of such Persons as the Agent in its sole discretion may
reasonably determine, and all reasonable fees and expenses of any such
Persons shall, to the extent provided in Section 16.1, be paid by the
Borrower.
     15.3.  No Liability.     Neither the Agent nor any of its
shareholders, directors, officers or employees nor any other Person
assisting them in their duties nor any agent or employee thereof, shall
be liable for any waiver, consent or approval given or any action
taken, or omitted to be taken, in good faith by it or them hereunder or
under any of the other Loan Documents, or in connection herewith or
therewith, or be responsible for the consequences of any oversight or
error of judgment whatsoever, except that the Agent or such other
Person, as the case may be, may be liable for losses due to its willful
misconduct or gross negligence.
     15.4.  No Representations.
          15.4.1.  General.  The Agent shall not be responsible for the
     execution or validity or enforceability of this Credit Agreement,
     the Notes, the Letters of Credit, any of the other Loan Documents
     or any instrument at any time constituting, or intended to
     constitute, collateral security for the Notes, or for the value of
     any such collateral security or for the validity, enforceability
     or collectability of any such amounts owing with respect to the
     Notes, or for any recitals or statements, warranties or
     representations made herein or in any of the other Loan Documents
     or in any certificate or instrument hereafter furnished to it by
     or on behalf of the Borrower or any of its Subsidiaries, or be
     bound to ascertain or inquire as to the performance or observance
     of any of the terms, conditions, covenants or agreements herein or
     in any instrument at any time constituting, or intended to
     constitute, collateral security for the Notes or to inspect any of
     the properties, books or records of the Borrower or any of its
     Subsidiaries.  The Agent shall not be bound to ascertain whether
     any notice, consent, waiver or request delivered to it by the
     Borrower or any holder of any of the Notes shall have been duly
     authorized or is true, accurate and complete.  The Agent has not
     made nor does it now make any representations or warranties,
     express or implied, nor does it assume any liability to the Banks,
     with respect to the credit worthiness or financial conditions of
     the Borrower or any of its Subsidiaries.  Each Bank acknowledges
     that it has, independently and without reliance upon the Agent or
     any other Bank, and based upon such information and documents as
     it has deemed appropriate, made its own credit analysis and
     decision to enter into this Credit Agreement.
          15.4.2.  Closing Documentation, etc.  For purposes of
     determining compliance with the conditions set forth in Section
     11, each Bank that has executed this Credit Agreement shall be
     deemed to have consented to, approved or accepted, or to be
     satisfied with, each document and matter either sent, or made
     available, by the Agent to such Bank for consent, approval,
     acceptance or satisfaction, or required thereunder to be to be
     consent to or approved by or acceptable or satisfactory to such
     Bank, unless an officer of the Agent active upon the Borrower's
     account shall have received notice from such Bank prior to the
     Closing Date specifying such Bank's objection thereto and such
     objection shall not have been withdrawn by notice to the Agent to
     such effect on or prior to the Closing Date.
     15.5.  Payments.
          15.5.1.  Payments to Agent.  A payment by the Borrower to the
     Agent hereunder or any of the other Loan Documents for the account
     of any Bank shall constitute a payment to such Bank.  The Agent
     agrees promptly to distribute to each Bank such Bank's pro rata
     share of payments received by the Agent for the account of the
     Banks except as otherwise expressly provided herein or in any of
     the other Loan Documents.
          15.5.2.  Distribution by Agent.  If in the opinion of the
     Agent the distribution of any amount received by it in such
     capacity hereunder, under the Notes or under any of the other Loan
     Documents might involve it in liability, it may refrain from
     making distribution until its right to make distribution shall
     have been adjudicated by a court of competent jurisdiction.  If a
     court of competent jurisdiction shall adjudge that any amount
     received and distributed by the Agent is to be repaid, each Person
     to whom any such distribution shall have been made shall either
     repay to the Agent its proportionate share of the amount so
     adjudged to be repaid or shall pay over the same in such manner
     and to such Persons as shall be determined by such court.
          15.5.3.  Delinquent Banks.  Notwithstanding anything to the
     contrary contained in this Credit Agreement or any of the other
     Loan Documents, any Bank that fails (i) to make available to the
     Agent its pro rata share of any Loan or to purchase any Letter of
     Credit Participation or (ii) to comply with the provisions of
     Section 14 with respect to making dispositions and arrangements
     with the other Banks, where such Bank's share of any payment
     received, whether by setoff or otherwise, is in excess of its pro
     rata share of such payments due and payable to all of the Banks,
     in each case as, when and to the full extent required by the
     provisions of this Credit Agreement, shall be deemed delinquent (a
     "Delinquent Bank") and shall be deemed a Delinquent Bank until
     such time as such delinquency is satisfied.  A Delinquent Bank
     shall be deemed to have assigned any and all payments due to it
     from the Borrower, whether on account of outstanding Loans, Unpaid
     Reimbursement Obligations, interest, fees or otherwise, to the
     remaining nondelinquent Banks for application to, and reduction
     of, their respective pro rata shares of all outstanding Loans and
     Unpaid Reimbursement Obligations.  The Delinquent Bank hereby
     authorizes the Agent to distribute such payments to the
     nondelinquent Banks in proportion to their respective pro rata
     shares of all outstanding Loans and Unpaid Reimbursement
     Obligations.  A Delinquent Bank shall be deemed to have satisfied
     in full a delinquency when and if, as a result of application of
     the assigned payments to all outstanding Loans and Unpaid
     Reimbursement Obligations of the nondelinquent Banks, the Banks'
     respective pro rata shares of all outstanding Loans and Unpaid
     Reimbursement Obligations have returned to those in effect
     immediately prior to such delinquency and without giving effect to
     the nonpayment causing such delinquency.
     15.6.  Holders of Notes.  The Agent may deem and treat the payee
of any Note or the purchaser of any Letter of Credit Participation as
the absolute owner or purchaser thereof for all purposes hereof until
it shall have been furnished in writing with a different name by such
payee or by a subsequent holder, assignee or transferee.
     15.7.  Indemnity.  The Banks ratably agree hereby to indemnify and
hold harmless, in accordance with their Total Commitment Percentages,
the Agent and its affiliates from and against any and all claims,
actions and suits (whether groundless or otherwise), losses, damages,
costs, expenses (including any expenses for which the Agent or such
affiliate has not been reimbursed by the Borrower as required by
Section 16), and liabilities of every nature and character arising out
of or related to this Credit Agreement, the Notes, or any of the other
Loan Documents or the transactions contemplated or evidenced hereby or
thereby, or the Agent's actions taken hereunder or thereunder, except
to the extent that any of the same shall be directly caused by the
Agent's willful misconduct or gross negligence.
     15.8.  Agent as Bank; Etc.  In its individual capacity, Fleet
National Bank shall have the same obligations and the same rights,
powers and privileges in respect to its Commitment and the Loans made
by it, and as the holder of any of the Notes and as the purchaser of
any Letter of Credit Participations, as it would have were it not also
the Agent.  The Banks designated as "Syndication Agent" or
"Documentation Agent" herein shall not have any duties, rights,
responsibilities or obligations hereunder or under any of the other
Loan Documents as a result of such designation, and such Banks shall
only have the duties, rights, responsibilities and obligations
attributable to them in their capacity as Banks.
     15.9.  Resignation.  The Agent may resign at any time by giving
sixty (60) days prior written notice thereof to the Banks and the
Borrower.  Upon any such resignation, the Majority Banks shall have the
right to appoint a successor Agent.  Unless a Default or Event of
Default shall have occurred and be continuing, such successor Agent
shall be reasonably acceptable to the Borrower.  If no successor Agent
shall have been so appointed by the Majority Banks and shall have
accepted such appointment within thirty (30) days after the retiring
Agent's giving of notice of resignation, then the retiring Agent may,
on behalf of the Banks, appoint a successor Agent, which shall be a
financial institution having a rating of not less than A or its
equivalent by Standard & Poor's Corporation.  Upon the acceptance of
any appointment as Agent hereunder by a successor Agent, such successor
Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder.
After any retiring Agent's resignation, the provisions of this Credit
Agreement and the other Loan Documents shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it
while it was acting as Agent.
     15.10.  Notification of Defaults and Events of Default.  Each Bank
hereby agrees that, upon learning of the existence of a Default or an
Event of Default, it shall promptly notify the Agent thereof.  The
Agent hereby agrees that upon receipt of any notice under this Section
15.10 it shall promptly notify the other Banks of the existence of such
Default or Event of Default.
16.  EXPENSES AND INDEMNIFICATION.
     16.1.  Expenses.  The Borrower agrees to pay (i) any taxes
(including any interest and penalties in respect thereto) payable by
the Agent or any of the Banks (other than taxes based upon the Agent's
or any Bank's net income) on or with respect to the transactions
contemplated by this Credit Agreement (the Borrower hereby agreeing to
indemnify the Agent and each Bank with respect thereto), (ii) with the
prior consent of the Borrower, the reasonable fees, expenses and
disbursements of the Agent's Special Counsel or any local counsel to
the Agent incurred in connection with administration or interpretation
of the Loan Documents and the other instruments mentioned herein, (iii)
the reasonable fees, expenses and disbursements of the Agent's Special
Counsel or any local counsel to the Agent incurred in connection with
any amendments, modifications, approvals, consents or waivers hereto or
hereunder, the taking of any collateral security in accordance with
Section 6.1, each assignment by a Bank, or the cancellation of any Loan
Document upon payment in full in cash of all of the Obligations or
pursuant to any terms of such Loan Document for providing for such
cancellation, (iv) the fees, expenses and disbursements of the Agent or
any of its affiliates incurred by the Agent or such affiliate in
connection with the preparation, syndication, administration or
interpretation of the Loan Documents and other instruments mentioned
herein, (v) all reasonable out-of-pocket expenses (including without
limitation reasonable attorneys' fees and costs, which attorneys may be
employees of any Bank or the Agent, and reasonable consulting,
accounting, appraisal, investment banking and similar professional fees
and charges) incurred by any Bank or the Agent in connection with (A)
the enforcement of or preservation of rights under any of the Loan
Documents against the Borrower or any of its Subsidiaries or the
administration thereof after the occurrence of a Default or Event of
Default and (B) any litigation, proceeding or dispute whether arising
hereunder or otherwise, in any way related to any Bank's or the Agent's
relationship with the Borrower or any of its Subsidiaries and (vi) all
reasonable fees, expenses and disbursements of any Bank or the Agent
incurred in connection with any lien searches undertaken in connection
with this Agreement and, in the event that the Obligations become
secured pursuant to Section 6.1, any filings undertaken in connection
therewith.
     16.2.  Indemnification.  The Borrower agrees to indemnify and hold
harmless the Agent, its affiliates and the Banks and their affiliates
from and against any and all claims, actions and suits whether
groundless or otherwise, and from and against any and all liabilities,
losses, damages and expenses of every nature and character arising out
of this Credit Agreement or any of the other Loan Documents or the
transactions contemplated hereby including, without limitation, (i) any
actual or proposed use by the Borrower or any of its Subsidiaries of
the proceeds of any of the Loans or Letters of Credit, (ii) the
Borrower or any of its Subsidiaries entering into or performing this
Credit Agreement or any of the other Loan Documents or (iii) with
respect to the Borrower and its Subsidiaries and their respective
properties and assets, the violation of any Environmental Law, the
presence, disposal, escape, seepage, leakage, spillage, discharge,
emission, release or threatened release of any Hazardous Substances or
any action, suit, proceeding or investigation brought or threatened
with respect to any Hazardous Substances (including, but not limited
to, claims with respect to wrongful death, personal injury or damage to
property), in each case including, without limitation, the reasonable
fees and disbursements of counsel and allocated costs of internal
counsel incurred in connection with any such investigation, litigation
or other proceeding.  In litigation, or the preparation therefor, the
Banks and the Agent and its affiliates shall be entitled to select
their own counsel and, in addition to the foregoing indemnity, the
Borrower agrees to pay promptly the reasonable fees and expenses of
such counsel.  If, and to the extent that the obligations of the
Borrower under this Section 16.2 are unenforceable for any reason, the
Borrower hereby agrees to make the maximum contribution to the payment
in satisfaction of such obligations which is permissible under
applicable law.
     16.3.  Survival.  The covenants contained in this Section 16 shall
survive payment or satisfaction in full of all other Obligations.
17.  TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.
     17.1.  Sharing of Information with Section 20 Subsidiary.  The
Borrower acknowledges that from time to time financial advisory,
investment banking and other services may be offered or provided to the
Borrower or one or more of its Subsidiaries, in connection with this
Credit Agreement or otherwise, by a Section 20 Subsidiary.  The
Borrower, for itself and each of its Subsidiaries, hereby authorizes
(a) such Section 20 Subsidiary to share with the Agent and each Bank
any information delivered to such Section 20 Subsidiary by the Borrower
or any of its Subsidiaries, and (b) the Agent and each Bank to share
with such Section 20 Subsidiary any information delivered to the Agent
or such Bank by the Borrower or any of its Subsidiaries pursuant to
this Credit Agreement, or in connection with the decision of such Bank
to enter into this Credit Agreement; it being understood, in each case,
that any such Section 20 Subsidiary receiving such information shall be
bound by the confidentiality provisions of this Credit Agreement;
provided that, except to the extent necessary to syndicate and manage
the credit facilities represented hereby, the Agent and the Banks shall
not disclose to such Section 20 Subsidiary the business plan or
projections referred to in Section 7.4.3. and Section 8.4(f) hereof.
Such authorization shall survive the payment and satisfaction in full
of all of Obligations.
     17.2.  Confidentiality.  Each of the Banks and the Agent agrees,
on behalf of itself and each of its affiliates, directors, officers,
employees and representatives, to use reasonable precautions to keep
confidential, in accordance with their customary procedures for
handling confidential information of the same nature and in accordance
with safe and sound banking practices, the business plan and
projections referred to in Section 7.4.3. and Section 8.4(f)hereof and
any other non-public information supplied to it by the Borrower or any
of its Subsidiaries pursuant to this Credit Agreement that is
identified by such Person as being confidential at the time the same is
delivered to the Banks or the Agent, provided that nothing herein shall
limit the disclosure of any such information (a) after such information
shall have become public other than through a violation of this Section
17, (b) to the extent required by statute, rule, regulation or judicial
process, (c) to counsel for any of the Banks or the Agent, (d) to bank
examiners or any other regulatory authority having jurisdiction over
any Bank or the Agent, or to auditors or accountants, (e) to the Agent,
any Bank or any Section 20 Subsidiary, (f) in connection with any
litigation to which any one or more of the Banks, the Agent or any
Section 20 Subsidiary is a party, or in connection with the enforcement
of rights or remedies hereunder or under any other Loan Document, (g)
to a Subsidiary or affiliate of such Bank as provided in Section 17.1
or (h) to any assignee or participant (or prospective assignee or
participant) so long as such assignee or participant agrees to be bound
by the provisions of Section 19.6.  Moreover, each of the Agent, the
Banks and any Section 20 Subsidiary is hereby expressly permitted by
the Borrower to refer to any of the Borrower and its Subsidiaries in
connection with any advertising, promotion or marketing undertaken by
the Agent, such Bank or such Section 20 Subsidiary and, for such
purpose, the Agent, such Bank or such Section 20 Subsidiary may, with
the prior consent of the Borrower, utilize any trade name, trademark,
logo or other distinctive symbol associated with the Borrower or any of
its Subsidiaries or any of their businesses.
     17.3.  Prior Notification.  Unless specifically prohibited by
applicable law or court order, each of the Banks and the Agent shall,
prior to disclosure thereof, notify the Borrower of any request for
disclosure of any such non-public information by any governmental
agency or representative thereof (other than any such request in
connection with an examination of the financial condition of such Bank
by such governmental agency) or pursuant to legal process.
     17.4.  Other.  In no event shall any Bank or the Agent be
obligated or required to return any materials furnished to it or any
Section 20 Subsidiary by the Borrower or any of its Subsidiaries.  The
obligations of each Bank under this Section 17 shall supersede and
replace the obligations of such Bank under any confidentiality letter
in respect of this financing signed and delivered by such Bank to the
Borrower prior to the date hereof and shall be binding upon any
assignee of, or purchaser of any participation in, any interest in any
of the Loans or Reimbursement Obligations from any Bank.
18.  SURVIVAL OF COVENANTS, ETC.
     All covenants, agreements, representations and warranties made
herein, in the Notes, in any of the other Loan Documents or in any
documents or other papers delivered by or on behalf of the Borrower or
any of its Subsidiaries pursuant hereto shall be deemed to have been
relied upon by the Banks and the Agent, notwithstanding any
investigation heretofore or hereafter made by any of them, and shall
survive the making by the Banks of any of the Loans and the issuance,
extension or renewal of any Letters of Credit, as herein contemplated,
and shall continue in full force and effect so long as any Letter of
Credit or any amount due under this Credit Agreement or the Notes or
any of the other Loan Documents remains outstanding or any Bank has any
obligation to make any Loans or the Agent has any obligation to issue,
extend or renew any Letter of Credit, and for such further time as may
be otherwise expressly specified in this Credit Agreement.  All
statements contained in any Loan Document, Borrowing Base Report,
Compliance Certificate, or Loan Request delivered to any Bank or the
Agent at any time by or on behalf of the Borrower or any of its
Subsidiaries pursuant hereto or in connection with the transactions
contemplated hereby shall constitute representations and warranties by
the Borrower or such Subsidiary hereunder.
19.  ASSIGNMENT AND PARTICIPATION.
     19.1.  Conditions to Assignment by Banks.  Except as provided
herein, each Bank may assign to one or more Eligible Assignees all or
a portion of its interests, rights and obligations under this Credit
Agreement (including all or a portion of its Facility A Commitment
Percentage and Facility A Commitment and the same portion of its
Facility B Commitment Percentage and Facility B Commitment, and the
same portion of the Facility A Loans and Facility B Loans at the time
owing to it, the applicable Notes held by it, and its participating
interest in the risk relating to any Letters of Credit); provided that
(i) each of the Agent  and, unless a Default or Event of Default shall
have occurred and be continuing, the Borrower shall have given its
prior written consent to such assignment, which consent will not be
unreasonably withheld, (ii) each such assignment shall be of a
constant, and not a varying, percentage of all the assigning Bank's
rights and obligations under this Credit Agreement, (iii) except for
assignments to a Person who is already a Bank, each assignment shall be
in an amount that is a whole multiple of $5,000,000 (or, if less, such
Bank's entire Total Commitment), and (iv) the parties to such
assignment shall execute and deliver to the Agent, for recording in the
Register (as hereinafter defined), an Assignment and Acceptance,
substantially in the form of Exhibit E hereto (an "Assignment and
Acceptance"), together with any  Notes subject to such assignment.
Upon such execution, delivery, acceptance and recording, from and after
the effective date specified in each Assignment and Acceptance, which
effective date shall be at least five (5) Business Days after the
execution thereof, (i) the assignee thereunder shall be a party hereto
and, to the extent provided in such Assignment and Acceptance, have the
rights and obligations of a Bank hereunder, and (ii) the assigning Bank
shall, to the extent provided in such assignment and upon payment to
the Agent of the registration fee referred to in Section 19.3, be
released from its obligations under this Credit Agreement.
     19.2.  Certain Representations and Warranties; Limitations;
Covenants.  By executing and delivering an Assignment and Acceptance,
the parties to the assignment thereunder confirm to and agree with each
other and the other parties hereto as follows:
          (a)  other than the representation and warranty that it is
     the legal and beneficial owner of the interest being assigned
     thereby free and clear of any adverse claim, the assigning Bank
     makes no representation or warranty, express or implied, and
     assumes no responsibility with respect to any statements,
     warranties or representations made in or in connection with this
     Credit Agreement or the execution, legality, validity,
     enforceability, genuineness, sufficiency or value of this Credit
     Agreement, the other Loan Documents or any other instrument or
     document furnished pursuant hereto or the attachment, perfection
     or priority of any security interest or mortgage,
          (b)  the assigning Bank makes no representation or warranty
     and assumes no responsibility with respect to the financial
     condition of the Borrower and its Subsidiaries or any other Person
     primarily or secondarily liable in respect of any of the
     Obligations, or the performance or observance by the Borrower and
     its Subsidiaries or any other Person primarily or secondarily
     liable in respect of any of the Obligations of any of their
     obligations under this Credit Agreement or any of the other Loan
     Documents or any other instrument or document furnished pursuant
     hereto or thereto;
          (c)  such assignee confirms that it has received a copy of
     this Credit Agreement, together with copies of the most recent
     financial statements referred to in Section 7.4 and Section 8.4
     and such other documents and information as it has deemed
     appropriate to make its own credit analysis and decision to enter
     into such Assignment and Acceptance;
          (d)  such assignee will, independently and without reliance
     upon the assigning Bank, the Agent or any other Bank and based on
     such documents and information as it shall deem appropriate at the
     time, continue to make its own credit decisions in taking or not
     taking action under this Credit Agreement;
          (e)  such assignee represents and warrants that it is an
     Eligible Assignee;
          (f)  such assignee appoints and authorizes the Agent to take
     such action as agent on its behalf and to exercise such powers
     under this Credit Agreement and the other Loan Documents as are
     delegated to the Agent by the terms hereof or thereof, together
     with such powers as are reasonably incidental thereto;
          (g)  such assignee agrees that it will perform in accordance
     with their terms all of the obligations that by the terms of this
     Credit Agreement are required to be performed by it as a Bank;
          (h)  such assignee represents and warrants that it is legally
     authorized to enter into such Assignment and Acceptance; and
          (i)  such assignee acknowledges that it has made arrangements
     with the assigning Bank satisfactory to such assignee with respect
     to its pro rata share of Letter of Credit Fees in respect of
     outstanding Letters of Credit.
     19.3.  Register.  The Agent shall maintain a copy of each
Assignment and Acceptance delivered to it and a register or similar
list (the "Register") for the recordation of the names and addresses of
the Banks and the Commitment Percentages of, and principal amount of
the Loans owing to and Letter of Credit Participations purchased by,
the Banks from time to time. The entries in the Register shall be
conclusive, in the absence of manifest error, and the Borrower, the
Agent and the Banks may treat each Person whose name is recorded in the
Register as a Bank hereunder for all purposes of this Credit Agreement.
The Register shall be available for inspection by the Borrower and the
Banks at any reasonable time and from time to time upon reasonable
prior notice. Upon each such recordation, the assigning Bank agrees to
pay to the Agent a registration fee in the sum of $3,500.00.
     19.4.  New Notes.  Upon its receipt of an Assignment and
Acceptance executed by the parties to such assignment, together with
each Note subject to such assignment, the Agent shall (i) record the
information contained therein in the Register, and (ii) give prompt
notice thereof to the Borrower and the Banks (other than the assigning
Bank). Within five (5) Business Days after receipt of such notice, the
Borrower, at its own expense, shall execute and deliver to the Agent,
in exchange for each surrendered Note, a new Note to the order of such
Eligible Assignee in an amount equal to the amount assumed by such
Eligible Assignee pursuant to such Assignment and Acceptance and, if
the assigning Bank has retained some portion of its obligations
hereunder, a new Note to the order of the assigning Bank in an amount
equal to the amount retained by it hereunder.  Such new Notes shall
provide that they are replacements for the surrendered Notes, shall be
in an aggregate principal amount equal to the aggregate principal
amount of the surrendered Notes, shall be dated the effective date of
such Assignment and Acceptance and shall otherwise be in substantially
the form of the assigned Notes.  The surrendered Notes shall be
cancelled and returned to the Borrower.
     19.5.  Participations.  Each Bank may sell participations to one
or more banks or other entities in all or a portion of such Bank's
rights and obligations under this Credit Agreement and the other Loan
Documents; provided that (i) each such participation shall be in an
amount of not less than $5,000,000, (ii) any such sale or participation
shall not affect the rights and duties of the selling Bank hereunder to
the Borrower and (iii) the only rights granted to the participant
pursuant to such participation arrangements with respect to waivers,
amendments or modifications of the Loan Documents shall be the rights
to approve waivers, amendments or modifications that would reduce the
principal of or the interest rate on any Loans, extend the term or
increase the amount of the Commitments of such Bank as it relates to
such participant, reduce the amount of any commitment fees or Letter of
Credit Fees to which such participant is entitled or extend any
regularly scheduled payment date for principal or interest.
     19.6.  Disclosure.  The Borrower agrees that in addition to
disclosures made in accordance with standard and customary banking
practices any Bank may disclose information obtained by such Bank
pursuant to this Credit Agreement to assignees or participants and
potential assignees or participants hereunder; provided that such
assignees or participants or potential assignees or participants shall
agree (i) to treat in confidence such information unless such
information otherwise becomes public knowledge, (ii) not to disclose
such information to a third party, except as required by law or legal
process and (iii) not to make use of such information for purposes of
transactions unrelated to such contemplated assignment or
participation.  For purposes of this Section 19.6 an assignee or
participant or potential assignee or participant may include a
counterparty with whom such Bank has entered into or potentially might
enter into a derivative contract referenced to credit or other risks or
events arising under this Credit Agreement or any other Loan Document.
     19.7.  Assignee or Participant Affiliated with the Borrower.  If
any assignee Bank is an Affiliate of the Borrower, then any such
assignee Bank shall have no right to vote as a Bank hereunder or under
any of the other Loan Documents for purposes of granting consents or
waivers or for purposes of agreeing to amendments or other
modifications to any of the Loan Documents or for purposes of making
requests to the Agent pursuant to Section 13.1 or Section 13.2, and the
determination of the Majority Banks shall for all purposes of this
Credit Agreement and the other Loan Documents be made without regard to
such assignee Bank's interest in any of the Loans or Reimbursement
Obligations.  If any Bank sells a participating interest in any of the
Loans or Reimbursement Obligations to a participant, and such
participant is the Borrower or an Affiliate of the Borrower, then such
transferor Bank shall promptly notify the Agent of the sale of such
participation.  A transferor Bank shall have no right to vote as a Bank
hereunder or under any of the other Loan Documents for purposes of
granting consents or waivers or for purposes of agreeing to amendments
or modifications to any of the Loan Documents or for purposes of making
requests to the Agent pursuant to Section 13.1 or Section 13.2 to the
extent that such participation is beneficially owned by the Borrower or
any Affiliate of the Borrower, and the determination of the Majority
Banks shall for all purposes of this Credit Agreement and the other
Loan Documents be made without regard to the interest of such
transferor Bank in the Loans or Reimbursement Obligations to the extent
of such participation.
     19.8.  Miscellaneous Assignment Provisions.  Any assigning Bank
shall retain its rights to be indemnified pursuant to Section 16 with
respect to any claims or actions arising prior to the date of such
assignment.  If any assignee Bank is not incorporated under the laws of
the United States of America or any state thereof, it shall, prior to
the date on which any interest or fees are payable hereunder or under
any of the other Loan Documents for its account, deliver to the
Borrower and the Agent certification as to its exemption from deduction
or withholding of any United States federal income taxes.  If the
Reference Bank transfers all of its interest, rights and obligations
under this Credit Agreement, the Agent shall, in consultation with the
Borrower and with the consent of the Borrower and the Majority Banks,
appoint another Bank to act as a Reference Bank hereunder.  Anything
contained in this Section 19 to the contrary notwithstanding, any Bank
may at any time pledge all or any portion of its interest and rights
under this Credit Agreement (including all or any portion of its Notes)
(a) to any of the twelve Federal Reserve Banks organized under Section
4 of the Federal Reserve Act, 12 U.S.C. Section 341 or (b) to a lender
to such Bank (or a trustee therefor) in connection with a bona fide
financing transaction.  No such pledge shall release the pledgor Bank
from its obligations hereunder or under any of the other Loan
Documents.
     19.9.  Assignment by Borrower.  The Borrower shall not assign or
transfer any of its rights or obligations under any of the Loan
Documents without the prior written consent of each of the Banks.
20.  NOTICES, ETC.
     Except as otherwise expressly provided in this Credit Agreement,
all notices and other communications made or required to be given
pursuant to this Credit Agreement or the Notes or any Letter of Credit
Applications shall be in writing and shall be delivered in hand, mailed
by United States registered or certified first class mail, postage
prepaid, sent by overnight courier, or sent by telecopy and confirmed
by delivery via courier or postal service, addressed as follows:
          (a)  if to the Borrower, at One Rollins Plaza, Wilmington, DE
     19899, Attention: Patrick J. Bagley, Vice President, Telecopier
     No. 302-426-3838, with a copy to Klaus M. Belohoubek, Vice
     President and General Counsel, Telecopier No. 302-426-3555, or at
     such other address for notice as the Borrower shall last have
     furnished in writing to the Person giving the notice;
          (b)  if to the Agent, at 100 Federal Street, Transportation
     Division, MA DE  10008A, Boston, Massachusetts 02110, USA,
     Attention: Robert L. Wallace, Jr., Director, Telecopier No. 617-
     434-1955, or such other address for notice as the Agent shall last
     have furnished in writing to the Person giving the notice; and
          (c)  if to any Bank, at such Bank's address set forth on
     Schedule 1 hereto, or such other address for notice as such Bank
     shall have last furnished in writing to the Person giving the
     notice.
     Any such notice or demand shall be deemed to have been duly given
or made and to have become effective (i) if delivered by hand,
overnight courier or facsimile to a responsible officer of the party to
which it is directed, at the time of the receipt thereof by such
officer or the sending of such facsimile and (ii) if sent by registered
or certified first-class mail, postage prepaid, on the third Business
Day following the mailing thereof.
21.  GOVERNING LAW.
     THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER
THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID STATE OF
NEW YORK .  THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF
THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT
IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING
THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND
SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY
MAIL AT THE ADDRESS SPECIFIED IN Section 20.  THE BORROWER HEREBY
WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF
ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.
22.  HEADINGS.
     The captions in this Credit Agreement are for convenience of
reference only and shall not define or limit the provisions hereof.
23.  COUNTERPARTS.
     This Credit Agreement and any amendment hereof may be executed in
several counterparts and by each party on a separate counterpart, each
of which when executed and delivered shall be an original, and all of
which together shall constitute one instrument.  In proving this Credit
Agreement it shall not be necessary to produce or account for more than
one such counterpart signed by the party against whom enforcement is
sought.
24.  ENTIRE AGREEMENT, ETC.
     The Loan Documents and any other documents executed in connection
herewith or therewith express the entire understanding of the parties
with respect to the transactions contemplated hereby. Neither this
Credit Agreement nor any term hereof may be changed, waived, discharged
or terminated, except as provided in Section 26.
25.  WAIVER OF JURY TRIAL.
     Each of the Borrower, the Agent and the Banks hereby waives its
right to a jury trial with respect to any action or claim arising out
of any dispute in connection with this Credit Agreement, the Notes or
any of the other Loan Documents, any rights or obligations hereunder or
thereunder or the performance of such rights and obligations.  Except
as prohibited by law, the Borrower hereby waives any right it may have
to claim or recover in any litigation referred to in the preceding
sentence any special, exemplary, punitive or consequential damages or
any damages other than, or in addition to, actual damages.  The
Borrower (i) certifies that no representative, agent or attorney of any
Bank or the Agent has represented, expressly or otherwise, that such
Bank or the Agent would not, in the event of litigation, seek to
enforce the foregoing waivers and (ii) acknowledges that the Agent and
the Banks have been induced to enter into this Credit Agreement, the
other Loan Documents to which it is a party by, among other things, the
waivers and certifications contained herein.
26.  CONSENTS, AMENDMENTS, WAIVERS, ETC.
     Any consent or approval required or permitted by this Credit
Agreement to be given by the Banks may be given, and any term of this
Credit Agreement, the other Loan Documents or any other instrument
related hereto or mentioned herein may be amended, and the performance
or observance by the Borrower or any of its Subsidiaries of any terms
of this Credit Agreement, the other Loan Documents or such other
instrument or the continuance of any Default or Event of Default may be
waived (either generally or in a particular instance and either
retroactively or prospectively) with, but only with, the written
consent of the Borrower and the written consent of the Majority Banks.
Notwithstanding the foregoing, the rate of interest on the Notes (other
than interest accruing pursuant to Section 5.10.2 following the
effective date of any waiver by the Majority Banks of the Default or
Event of Default relating thereto) or the amount of the Commitment Fee
or Letter of Credit Fees may not be decreased without the written
consent of each Bank affected thereby; the amount of the Commitments
may not be increased without the written consent of the Borrower and of
each Bank affected thereby; the Facility A Maturity Date and the
Facility B Maturity Date may not be postponed without the written
consent of each Bank affected thereby; this Section 26 and the
definition of Majority Banks may not be amended, without the written
consent of all of the Banks; no Guarantor and no substantial portion of
any collateral security for the Obligations may be released, in each
case without the written consent of all of the Banks; and the amount of
the Agent's Fee or any Letter of Credit Fees payable for the Agent's
account and Section 15 may not be amended without the written consent
of the Agent.  No waiver shall extend to or affect any obligation not
expressly waived or impair any right consequent thereon.  No course of
dealing or delay or omission on the part of the Agent or any Bank in
exercising any right shall operate as a waiver thereof or otherwise be
prejudicial thereto.  No notice to or demand upon the Borrower shall
entitle the Borrower to other or further notice or demand in similar or
other circumstances.
27.  SEVERABILITY.
     The provisions of this Credit Agreement are severable and if any
one clause or provision hereof shall be held invalid or unenforceable
in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part
thereof, in such jurisdiction, and shall not in any manner affect such
clause or provision in any other jurisdiction, or any other clause or
provision of this Credit Agreement in any jurisdiction.
28.  REGARDING THE EXISTING FACILITY.
     The parties agree that, on and as of the Closing Date, the lending
commitments of the "Lenders" under, and as defined in, the Bank Credit
Agreement dated as of December 11, 1998, by and between the Borrower,
First Union National Bank and Fleet National Bank (f/k/a BankBoston,
N.A.) are permanently terminated in full.

     IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as of the date first set forth above.
                              ROLLINS LEASING CORP.


                              By: -------------------------
                                  Name:
                                  Title:

                              FLEET NATIONAL BANK, individually and
                              as Administrative Agent


                              By: ________________________
                                  Name:
                                  Title:

                              FIRST UNION NATIONAL BANK, individually
                              and as Syndication Agent


                              By: _______________________
                                  Name:
                                  Title:

                              NATIONAL CITY BANK, individually and as
                              Documentation Agent


                              By: ______________________
                                  Name:
                                  Title: