Exhibit 10.84

                                                                  Execution Copy





                                CREDIT AGREEMENT


                           DATED AS OF MARCH 31, 2004



                                      AMONG



                             HEADWATERS INCORPORATED



                  THE LENDERS FROM TIME TO TIME PARTIES HERETO


                       BANK ONE, NA (MAIN OFFICE CHICAGO),
                             AS ADMINISTRATIVE AGENT




   ___________________________________________________________________________

                         BANC ONE CAPITAL MARKETS, INC.,
                      as Lead Arranger and Sole Book Runner
  _____________________________________________________________________________


                         SIDLEY AUSTIN BROWN & WOOD LLP
                                 Bank One Plaza
                            10 South Dearborn Street
                             Chicago, Illinois 60603

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                                TABLE OF CONTENTS


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

         1.1.     Certain Defined Terms........................................1
         1.2.     Plural Forms................................................22

ARTICLE II THE CREDITS........................................................22

         2.1.     Revolving Loan Commitments and Term Loan Commitments........22
         2.2.     Required Payments; Termination..............................22
         2.3.     Ratable Loans; Types of Advances............................24
         2.4.     Swing Line Loans............................................24
         2.5.     Commitment Fee; Aggregate Revolving Loan Commitment.........26
         2.6.     Minimum Amount of Each Advance..............................26
         2.7.     Optional Principal Payments.................................27
         2.8.     Method of Selecting Types and Interest Periods
                  for New Advances............................................27
         2.9.     Conversion and Continuation of Outstanding Advances;
                  No Conversion or Continuation of Eurodollar Advances
                  After Default...............................................27
         2.10.    Changes in Interest Rate, etc...............................28
         2.11.    Rates Applicable After Default..............................28
         2.12.    Method of Payment...........................................29
         2.13.    Noteless Agreement; Evidence of Indebtedness................29
         2.14.    Telephonic Notices..........................................30
         2.15.    Interest Payment Dates; Interest and Fee Basis..............30
         2.16.    Notification of Advances, Interest Rates, Prepayments
                  and Revolving Loan Commitment Reductions; Availability
                  of Loans....................................................31
         2.17.    Lending Installations.......................................31
         2.18.    Non-Receipt of Funds by the Administrative Agent............31
         2.19.    Replacement of Lender.......................................32
         2.20.    Facility LCs................................................32

ARTICLE III YIELD PROTECTION; TAXES...........................................37

         3.1.     Yield Protection............................................37
         3.2.     Changes in Capital Adequacy Regulations.....................38
         3.3.     Availability of Types of Advances...........................39
         3.4.     Funding Indemnification.....................................39
         3.5.     Taxes.......................................................39
         3.6.     Lender Statements; Survival of Indemnity....................41
         3.7.     Alternative Lending Installation............................42

ARTICLE IV CONDITIONS PRECEDENT...............................................42

         4.1.     Initial Credit Extension....................................42
         4.2.     Each Credit Extension.......................................44

ARTICLE V REPRESENTATIONS AND WARRANTIES......................................44

         5.1.     Existence and Standing......................................44
         5.2.     Authorization and Validity..................................44
         5.3.     No Conflict; Government Consent.............................45
         5.4.     Financial Statements........................................45
         5.5.     Material Adverse Change.....................................45
         5.6.     Taxes.......................................................45
         5.7.     Litigation and Contingent Obligations.......................46
         5.8.     Subsidiaries................................................46
         5.9.     ERISA.......................................................46

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         5.10.    Accuracy of Information.....................................46
         5.11.    Regulation U................................................46
         5.12.    Material Agreements.........................................46
         5.13.    Compliance With Laws........................................47
         5.14.    Ownership of Properties.....................................47
         5.15.    Plan Assets; Prohibited Transactions........................47
         5.16.    Environmental Matters.......................................47
         5.17.    Investment Company Act......................................47
         5.18.    Public Utility Holding Company Act..........................47
         5.19.    Insurance...................................................47
         5.20.    No Default or Unmatured Default.............................48
         5.21.    SDN List Designation........................................48

ARTICLE VI COVENANTS..........................................................48

         6.1.     Financial Reporting.........................................48
         6.2.     Use of Proceeds.............................................50
         6.3.     Notice of Default...........................................50
         6.4.     Conduct of Business.........................................50
         6.5.     Taxes.......................................................50
         6.6.     Insurance...................................................50
         6.7.     Compliance with Laws........................................51
         6.8.     Maintenance of Properties...................................51
         6.9.     Inspection; Keeping of Books and Records....................51
         6.10.    Restricted Payments.........................................51
         6.11.    Merger or Dissolution.......................................52
         6.12.    Sale of Assets..............................................52
         6.13.    Investments and Acquisitions................................53
         6.14.    Indebtedness................................................54
         6.15.    Liens.......................................................56
         6.16.    Affiliates..................................................57
         6.17.    Financial Contracts.........................................57
         6.18.    Subsidiary Covenants........................................57
         6.19.    Contingent Obligations......................................58
         6.20.    Subordinated Indebtedness and Amendments to
                  Subordinated Note Documents.................................58
         6.21.    Leverage Ratios.............................................59
         6.22.    Fixed Charge Coverage Ratio.................................59
         6.23.    Minimum Consolidated Net Worth..............................59
         6.24.    Capital Expenditures........................................59
         6.25.    Rentals.....................................................59
         6.26.    Guarantors..................................................60
         6.27.    Collateral..................................................60
         6.28.    Sale and Leaseback Transactions.............................61
         6.29.    Sale of Receivables.........................................61
         6.30.    Insurance and Condemnation Proceeds.........................61

ARTICLE VII DEFAULTS..........................................................61


ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES...................64

         8.1.     Acceleration................................................64
         8.2.     Amendments..................................................65
         8.3.     Preservation of Rights......................................66

ARTICLE IX GENERAL PROVISIONS.................................................67

         9.1.     Survival of Representations.................................67
         9.2.     Governmental Regulation.....................................67
         9.3.     Headings....................................................67
         9.4.     Entire Agreement............................................67
         9.5.     Several Obligations; Benefits of this Agreement.............67

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         9.6.     Expenses; Indemnification...................................67
         9.7.     Numbers of Documents........................................68
         9.8.     Accounting..................................................68
         9.9.     Severability of Provisions..................................69
         9.10.    Nonliability of Lenders.....................................69
         9.11.    Confidentiality.............................................69
         9.12.    Lenders Not Utilizing Plan Assets...........................70
         9.13.    Nonreliance.................................................70
         9.14.    Disclosure..................................................70
         9.15.    Performance of Obligations..................................70
         9.16.    USA Patriot Act Notification................................71

ARTICLE X THE ADMINISTRATIVE AGENT............................................71

         10.1.    Appointment; Nature of Relationship.........................71
         10.2.    Powers......................................................72
         10.3.    General Immunity............................................72
         10.4.    No Responsibility for Loans, Recitals, etc..................72
         10.5.    Action on Instructions of Lenders...........................72
         10.6.    Employment of Agents and Counsel............................73
         10.7.    Reliance on Documents; Counsel..............................73
         10.8.    Administrative Agent's Reimbursement and Indemnification....73
         10.9.    Notice of Default...........................................74
         10.10.   Rights as a Lender..........................................74
         10.11.   Lender Credit Decision......................................74
         10.12.   Successor Administrative Agent..............................74
         10.13.   Administrative Agent and Arranger Fees......................75
         10.14.   Delegation to Affiliates....................................75
         10.15.   Co-Agents, Documentation Agent, Syndication Agent, etc......75
         10.16.   Collateral Documents........................................75

ARTICLE XI SETOFF; RATABLE PAYMENTS...........................................76

         11.1.    Setoff......................................................76
         11.2.    Ratable Payments............................................77

ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.................77

         12.1.    Successors and Assigns......................................77
         12.2.    Participations..............................................78
         12.3.    Assignments.................................................79
         12.4.    Dissemination of Information................................80
         12.5.    Tax Treatment...............................................81

ARTICLE XIII NOTICES..........................................................81

         13.1.    Notices; Effectiveness; Electronic Communication............81
         13.2.    Change of Address, Etc......................................82

ARTICLE XIV COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION....82

         14.1.    Counterparts; Effectiveness.................................82
         14.2.    Electronic Execution of Assignments.........................82

ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.......83

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<PAGE>

                                    SCHEDULES

Commitment Schedule

Pricing Schedule

Schedule 1.1(A)-..Excess Cash Flow Adjustments

Schedule 1.1(B)-..Initial Acquisitions

Schedule 1.1(C)-..Subordination Terms re. Permitted Subordinated Indebtedness

Schedule 1.1(D)-..Specified Acquisitions

Schedule 2.20-....Existing Letters of Credit

Schedule 5.7......-Litigation

Schedule 5.8......-Subsidiaries

Schedule 6.10.....-Permitted Restricted Payments

Schedule 6.13(A)-.Existing Investments

Schedule 6.13(B)-.Non-Subsidiary Investments

Schedule 6.14(A)-.Existing Indebtedness

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

Schedule 6.15.....-Existing Liens

Schedule 6.27.....-Mortgaged Properties


                                    EXHIBITS

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

Exhibit B.........-Form of Compliance Certificate

Exhibit C.........-Form of Assignment and Assumption Agreement

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

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

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

Exhibit F.........-Form of Officer's Certificate

Exhibit G.........-List of Closing Documents

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<PAGE>

                                CREDIT AGREEMENT

         This Credit Agreement, dated as of March 31, 2004, is entered into by
and among Headwaters Incorporated, a Delaware corporation, the Lenders, the LC
Issuer and Bank One, NA, a national banking association having its principal
office in Chicago, Illinois, as Administrative Agent. The parties hereto agree
as follows:

                                   ARTICLE I

                                   DEFINITIONS

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

         "Accounting Changes" is defined in Section 9.8 hereof.

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

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

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

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person is the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934) of 10% or more of any class of voting securities (or other ownership
interests) of the controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of voting securities, by contract
or otherwise.

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

         "Aggregate Revolving Loan Commitment" means the aggregate of the
Revolving Loan Commitments of all the Lenders, as may be increased or reduced
from time to time pursuant to the terms hereof. The initial Aggregate Revolving
Loan Commitment is Fifty Million and 00/100 Dollars ($50,000,000).

         "Aggregate Term Loan Commitment" means the aggregate of the Term Loan
Commitments of all the Lenders, as may be reduced from time to time pursuant
hereto. The initial Aggregate Term Loan Commitment is Fifty Million and 00/100
Dollars ($50,000,000).

<PAGE>

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

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

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

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

         "Applicable Margin" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

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

         "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

         "Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors, in its capacity as Lead Arranger and Sole Book
Runner.

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

         "Asset Sale" means, with respect to the Borrower or any Subsidiary, the
sale, lease, conveyance, disposition or other transfer by such Person of any of
its assets (including by way of a sale-leaseback transaction, and including the
sale or other transfer of any of the capital stock or other equity interests of
such Person or any Subsidiary of such Person) to any Person other than the
Borrower or any of its wholly-owned Subsidiaries other than (i) the sale of
Property in the ordinary course of business, including, without limitation, the
sale or other disposition of any obsolete, excess, damaged or worn-out Property,
(ii) leases of assets in the ordinary course of business reasonably determined
by the Borrower or its Subsidiaries to be in the best interests of the Borrower
or its Subsidiaries, as applicable, (iii) sales or dispositions of Property with
an aggregate fair market value not to exceed, during any fiscal year of the
Borrower, one percent (1%) of Consolidated Total Assets, (iv) to the extent
consummated as Tax-Free Exchange Transactions, sales or dispositions of real
Property with an aggregate fair market value not to exceed, in any fiscal year
of the Borrower, $10,000,000, and (v) any transactions involving one or more of
the Borrower or its Subsidiaries, so long as the transferee of the Property has
granted the Administrative Agent a first-priority, fully-perfected Lien for the
benefit of the Holders of Secured Obligations on all of the transferee's
Property as security for the Secured Obligations.

         "Assignment Agreement" is defined in Section 12.3.1.

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

<PAGE>

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

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

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

         "Borrower Incentive Plans" means the Borrower's 1995 Stock Option Plan,
the 2000 Employee Stock Purchase Plan, the 2002 Stock Incentive Plan, the 2003
Stock Incentive Plan and any similar or successor incentive plans as shall from
time to time be in effect with respect to the Borrower or any Subsidiary.

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

         "Borrowing Notice" is defined in Section 2.8.

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

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

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

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

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

         "Change of Control" means (i) the acquisition by any Person, or two or
more Persons acting in concert, of beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934) of 35% or more of the outstanding shares of voting stock
of the Borrower; (ii) other than pursuant to a transaction permitted hereunder,

<PAGE>

the Borrower shall cease to own, directly or indirectly and free and clear of
all Liens or other encumbrances, a majority of the outstanding shares of voting
stock of the Guarantors on a fully diluted basis; or (iii) the majority of the
Board of Directors of the Borrower fails to consist of Continuing Directors.

         "Closing Date" means March 31, 2004.

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

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

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

         "Collateral Shortfall Amount" is defined in Section 8.1.

         "Commitment Fee" is defined in Section 2.5.1.

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

         "Consolidated Capital Expenditures" means, with reference to any
period, the Capital Expenditures of the Borrower and its Subsidiaries calculated
on a consolidated basis for such period.

         "Consolidated EBITDA" means Consolidated Net Income plus, to the extent
deducted from revenues in determining Consolidated Net Income, (i) Consolidated
Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation,
(iv) amortization, (v) non-cash charges for impairments of goodwill and
intangible assets and (vi) an amount equal to the tax credits under Section 29
of the Code during such period as a result of Permitted Alternative Fuel
Investments up to an amount not to exceed $15,000,000 in Borrower's fiscal year
2004, or $20,000,000 in any fiscal year thereafter minus, to the extent included
in Consolidated Net Income, interest income, all calculated for the Borrower and
its Subsidiaries on a consolidated basis. Notwithstanding anything herein, in

<PAGE>

any financial statements of the Borrower or in Agreement Accounting Principles
to the contrary, for purposes of calculating and determining Consolidated
EBITDA, any Acquisition made by the Borrower or any of its Subsidiaries,
including through mergers or consolidations and including any related financing
transactions, during the period for which such Consolidated EBITDA was
calculated shall be deemed to have occurred on the first day of the relevant
period for which such Consolidated EBITDA was calculated on a pro forma basis
reasonably acceptable to the Administrative Agent, but without giving effect to
any projected synergies resulting from such Acquisition.

         "Consolidated EBITDAR" means Consolidated EBITDA plus Rentals.

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

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

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

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

         "Consolidated Net Worth" means at any time, with respect to any Person,
the consolidated stockholders' equity of such Person and its Subsidiaries
calculated on a consolidated basis in accordance with Agreement Accounting
Principles.

         "Consolidated Previous Maturities" means, with reference to any period,
all payments of principal and interest paid within twelve (12) calendar months
on and before the last day of such period with respect to all Consolidated
Indebtedness of the Borrower and its Subsidiaries.

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

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

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

<PAGE>

         "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses (other than for
collection or deposit in the ordinary course of business), contingently agrees
to purchase or provide funds for the payment of, or otherwise becomes or is
contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or the obligations of any such Person as general
partner of a partnership with respect to the liabilities of the partnership.

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

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

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

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

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

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

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

         "Default" means an event described in Article VII.

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

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

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

<PAGE>

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

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

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

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

         "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for
the relevant Interest Period, the applicable British Bankers' Association LIBOR
rate for deposits in Dollars as reported by any generally recognized financial
information service as of 11:00 a.m. (London time) two (2) Business Days prior
to the first day of such Interest Period, and having a maturity equal to such
Interest Period, provided that, if no such British Bankers' Association LIBOR
rate is available to the Administrative Agent, the applicable Eurodollar Base
Rate for the relevant Interest Period shall instead be the rate determined by
the Administrative Agent to be the rate at which Bank One or one of its
affiliate banks offers to place deposits in Dollars with first-class banks in
the London interbank market at approximately 11:00 a.m. (London time) two (2)
Business Days prior to the first day of such Interest Period, in the approximate
amount of Bank One's relevant Eurodollar Loan and having a maturity equal to
such Interest Period.

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

         "Eurodollar Rate" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus
(ii) the Applicable Margin then in effect, changing as and when the Applicable
Margin changes.

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

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

<PAGE>

                           (i)      Consolidated EBITDA for such period (less
                                    any extraordinary, unusual or other
                                    non-recurring gains or other income,
                                    non-cash income, or income from the matters
                                    listed on Schedule 1.1(A), all calculated
                                    for the Borrower and its Subsidiaries on a
                                    consolidated basis);

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

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

         Minus             (iv)     Consolidated Capital Expenditures during
                                    such period;

         Minus             (v)      payments of principal on the Term Loans, Net
                                    Revolver Payments and payments of principal
                                    on all other Indebtedness (excluding
                                    payments of principal on the Loans pursuant
                                    to Section 2.2(d)) of the Borrower and its
                                    Subsidiaries during such period.

         "Exempt Property" means (i) in the case of real Property, all such real
Property other than the Mortgaged Properties, (ii) all vehicles and other
Collateral subject to state certificate of title statutes, and (iii) all Deposit
Accounts (as defined in the New York Uniform Commercial Code) not maintained
with the Administrative Agent and with respect to which the Administrative Agent
has not exercised the rights granted it pursuant to Section 4.7 of the Pledge
and Security Agreement.

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

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

         "Existing Credit Agreement" means that certain Credit Agreement dated
as of September 19, 2002 between the Borrower, certain of its subsidiaries, the
lenders party thereto and General Electric Capital Corporation as administrative
agent, as the same has been amended or supplemented prior to the Closing Date.

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

         "Facility LC" is defined in Section 2.20.1.

         "Facility LC Application" is defined in Section 2.20.3.

         "Facility LC Collateral Account" means a special collateral account
maintained with, and pursuant to arrangements satisfactory to, the
Administrative Agent; such account to be in the name of the Borrower but under
the sole dominion and control of the Administrative Agent, for the benefit of
the Lenders, and in which the Borrower shall have no control other than as set
forth in Section 8.1.

<PAGE>

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

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

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

         "Financing" means, with respect to any Person, (i) the issuance or sale
by such Person of any equity interests (including, without limitation, common
stock, preferred stock, warrants and any other equity interests) in such Person
for cash, other than the issuance of equity interests, or options, warrants or
other rights to acquire such equity interests (or equity interests issuable upon
the exercise of any such options, warrants, or rights) to then current officers,
directors, employees and consultants pursuant to any of the Borrower Incentive
Plans or (ii) the issuance or sale by such Person of any Subordinated
Indebtedness, other than Permitted Subordinated Indebtedness or any equity
securities issued upon the conversion thereof.

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

         "Indebtedness" of a Person means, at any time, without duplication,
such Person's (i) obligations for borrowed money, (ii) obligations representing
the deferred purchase price of Property or services (other than current accounts
payable arising in the ordinary course of such Person's business payable on
terms customary in the trade), if the deferred purchase price is due more than
six (6) months after the date the obligation is incurred or is evidenced by a
note or similar written instrument, (iii) obligations which are evidenced by
notes, bonds, debentures, acceptances, or other instruments representing
extensions of credit, (iv) Capitalized Lease Obligations, (v) Contingent
Obligations of such Person, (vi) reimbursement obligations under Letters of
Credit, bankers' acceptances, surety bonds and similar instruments (vii)
Off-Balance Sheet Liabilities, (viii) obligations under Sale and Leaseback
Transactions, (ix) Net Mark-to-Market Exposure under Rate Management
Transactions and other Financial Contracts, (x) Operating Lease Obligations,
(xi) Rate Management Obligations and (xii) any other obligation for borrowed
money which in accordance with Agreement Accounting Principles would be shown as
a liability on the consolidated balance sheet of such Person.

         "Initial Acquisitions" means the Specified Acquisitions and the
proposed Acquisitions described in Schedule 1.1(B).

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

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

<PAGE>

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

         "LC Fee" is defined in Section 2.20.4.

         "LC Issuer" means Bank One (or any subsidiary or affiliate of Bank One
designated by Bank One) in its capacity as issuer of Facility LCs hereunder.

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

         "LC Payment Date" is defined in Section 2.20.5.

         "Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns. Unless otherwise
specified, the term "Lenders" includes the Swing Line Lender and the LC Issuer.

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

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

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

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

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

         "Margin Activities" means advances by one or more
securities/broker-dealer firms for a period not exceeding twelve (12) months for
general corporate purposes, secured by securities entitlements and the
securities accounts held with such firms, so long (i) as the aggregate
outstanding principal amount of such advances does not exceed $45,000,000 at any
time and (ii) the securities held in such accounts are rated at least P-1 by
Moody's and A-1 by S&P or Aaa by Moody's and AAA by S&P.

<PAGE>

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

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

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

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

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

         "Mortgage" means each of those certain mortgages and deeds of trust
dated as of the Closing Date and such other mortgages and deeds of trust as are
entered into by the Credit Parties pursuant hereto or in connection herewith, in
each case as amended, restated, supplemented or otherwise modified from time to
time.

         "Mortgage Instruments" means such title reports, title insurance,
opinions of counsel, surveys, appraisals and environmental reports as are
requested by, and in form and substance reasonably acceptable to, the
Administrative Agent from time to time.

         "Mortgaged Properties" means the real Property identified and described
on Schedule 6.27 and any other real Property acquired after the Closing Date
with a net book value in excess of $500,000.

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

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

<PAGE>

Accounting Principles and (ii) amounts required to repay principal of, premium
if any, and interest on any Indebtedness or statutory or other obligations
secured by any Lien on the property (or portion thereof) so damaged or taken
(other than the Secured Obligations) which is required to be and is repaid in
connection with such Event of Loss.

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

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

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

         "Note" is defined in Section 2.13.

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

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

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

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

<PAGE>

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

         "Participants" is defined in Section 12.2.1.

         "Payment Date" means the last day of each March, June, September and
December, the Revolving Loan Termination Date and the Term Loan Maturity Date.

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

         "Permitted Acquisition" is defined in Section 6.13.3.

         "Permitted Alternative Fuel Investment" means a purchase or
contribution or other amount paid in respect of an equity interest in, or
acquisition of, an alternative fuel business or a Person engaged in such a
business which purchase, acquisition, contribution or other payment results in
the Borrower or Subsidiary making such purchase, acquisition, contribution or
payment being entitled to receive (i) in the first year following the initial
purchase or acquisition of such equity interest or business, income tax credits
against estimated quarterly income tax payments that in the aggregate are at
least equal to the aggregate of all amounts paid in connection with such
purchase, acquisition, contribution or payment during that year and (ii)
thereafter, income tax credits against estimated quarterly income tax payments
that are at least equal to the amount of the contribution or other payment made
to such business or Person in the quarter in which such contribution or payment
is made.
         .
         "Permitted Subordinated Indebtedness" means convertible notes issued by
the Borrower not to exceed an aggregate principal amount of $150,000,000 (as
such amount may be adjusted for the exercise of any over-allotment option by the
relevant underwriter of such convertible notes) on the terms and conditions set
forth in Schedule 1.1(C).

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

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

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

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

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

         "Prime Rate" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not necessarily
the lowest rate charged to any customer), changing when and as said prime rate
changes.

<PAGE>

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

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

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

         "Purchasers" is defined in Section 12.3.1.

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

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

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

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

<PAGE>

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

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

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

         "Rentals" of a Person means the aggregate fixed amounts payable by such
Person under any Operating Lease.

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

         "Reports" is defined in Section 9.6.

         "Required Lenders" means Lenders in the aggregate having more than 50%
of the sum of the Aggregate Revolving Loan Commitment and the Aggregate Term
Loan Commitment (or, if all of the Revolving Loan Commitments and Term Loan
Commitments are terminated pursuant to the terms of this Agreement, the
Aggregate Outstanding Revolving Credit Exposure and aggregate outstanding
principal amount of Term Loans at such time).

         "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on
"Eurocurrency liabilities" (as defined in Regulation D).

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

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

<PAGE>

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

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

         "Revolving Loan Termination Date" means the earlier of (a) November 30,
2007, and (b) the date of termination in whole of the Aggregate Revolving Loan
Commitment pursuant to Section 2.2 hereof or the Revolving Loan Commitments
pursuant to Section 8.1 hereof.

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

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

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

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

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

         "Senior Leverage Ratio" is defined in Section 6.21.2.

         "Single Employer Plan" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

         "Specified Acquisitions" means the Acquisitions described in Schedule
1.1(D).

         "Subordinated Indebtedness" of a Person means any Indebtedness of such
Person the payment of which is subordinated to payment of the Secured
Obligations to the written reasonable satisfaction, in the case of all such
Indebtedness other than the Permitted Subordinated Indebtedness, of the Required
Lenders.

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

<PAGE>

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

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

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

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

         "Swing Line Lender" means Bank One.

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

         "Target ES" is defined in Schedule 1.1(D).

         "Target VTC" is defined in Schedule 1.1(D).

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

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

         "Term Loan" and "Term Loans" are defined in Section 2.1.2.

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

         "Transferee" is defined in Section 12.4.

         "Term Loan Maturity Date" means the earlier of (i) November 30, 2007
and (ii) the Revolving Loan Termination Date.

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

         "Total Leverage Ratio" is defined in Section 6.21.1.

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

<PAGE>

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

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

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

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

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

                                   ARTICLE II

                                   THE CREDITS

         2.1. Revolving Loan Commitments and Term Loan Commitments.

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

<PAGE>

                  2.1.2 Term Loans. Each Lender severally and not jointly agrees
         to make a term loan, in Dollars, to the Borrower on the Closing Date in
         an amount equal to such Lender's Term Loan Commitment (each such loan
         being referred to herein individually as a "Term Loan" and collectively
         as the "Term Loans"). The unpaid principal balance of the Term Loans
         shall be repaid in fifteen (15) consecutive quarterly principal
         installments, payable on the last Business Day of each fiscal quarter
         of the Borrower, commencing on June 30, 2004, and continuing thereafter
         until the Term Loan Maturity Date, and the Term Loans shall be
         permanently reduced by the amount of each installment on the date
         payment thereof is made hereunder. Each such installment shall be in an
         amount equal to $1,250,000; provided that, notwithstanding the
         foregoing, the final installment shall be in the amount of the then
         outstanding principal balance of the Term Loans. In addition,
         notwithstanding the immediately preceding sentence, the then
         outstanding principal balance of the Term Loans, if any, shall be due
         and payable on the Term Loan Maturity Date. No installment of any Term
         Loan shall be reborrowed once repaid. In addition to the scheduled
         payments on the Term Loans, the Borrower (a) may make the voluntary
         prepayments described in Section 2.7 for credit against the scheduled
         payments on the Term Loans pursuant to Section 2.7 and (b) shall make
         the mandatory prepayments prescribed in Section 2.2 for credit against
         the scheduled payments on the Term Loans pursuant to Section 2.2.

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

                  (b) Asset Sales and Casualty Events. Upon (1) the consummation
of any Asset Sale (other than sales permitted under Sections 6.12.1, 6.12.2,
6.12.3, or, solely with respect to real Property which is not a Mortgaged
Property, 6.12.5) by the Borrower or any Subsidiary or (2) the Borrower or any
Subsidiary suffering an Event of Loss, in each case within five (5) Business
Days after the Borrower's or any of its Subsidiaries' receipt of any Net Cash
Proceeds (or conversion to cash of non-cash proceeds (whether principal or
interest and including securities, release of escrow arrangements)) received
from any such Asset Sale or Event of Loss, the Borrower shall make a mandatory
prepayment of the Loans, subject to the provisions governing the application of
payments set forth in Section 2.2(e), in an amount equal to one hundred percent
(100%) of such Net Cash Proceeds. Notwithstanding the foregoing, Net Cash
Proceeds of Asset Sales or Events of Loss, with respect to which the Borrower
shall have given the Administrative Agent written notice of its intention to
repair or replace the Property subject to any such Asset Sale or Event of Loss
or invest such Net Cash Proceeds in the purchase of assets (other than
securities, unless those securities represent equity interests in an entity that
becomes a Guarantor) to be used by one or more of the Borrower or the Guarantors
in their businesses within one year following such Event of Loss, shall not be
subject to the provisions of the first sentence of this Section 2.2(b) unless
and to the extent that such applicable period shall have expired without such
repair or replacement having been made.

<PAGE>

                  (c) Financings. Upon the consummation of any Financing by the
Borrower or any Subsidiary of the Borrower, within three (3) Business Days after
the Borrower's or any of its Subsidiaries' receipt of any Net Cash Proceeds, the
Borrower shall make a mandatory prepayment of the Loans, subject to the
provisions governing the application of payments set forth in Section 2.2(e), in
an amount equal to one hundred percent (100%) of such Net Cash Proceeds.

                  (d) Excess Cash Flow. On or before the date each year
(beginning with December 31, 2004) upon which the relevant financial statements
are required to be delivered under Section 6.1.1 for the then most recently
ended fiscal year, commencing with the fiscal year ending September 30, 2004,
the Borrower shall make a mandatory prepayment of the Loans, subject to the
provisions governing the application of payments set forth in Section 2.2(e), in
an amount equal to fifty percent (50%) of the Excess Cash Flow, if positive, for
such prior fiscal year.

                  (e) Application of Designated Prepayments. Each mandatory
prepayment required by clauses (b), (c) and (d) of this Section 2.2 shall be
referred to herein as a "Designated Prepayment." Designated Prepayments shall be
applied (i) first to repay the then remaining installments of the Term Loans in
the inverse order of maturity and (ii) second, upon repayment in full of the
Term Loans, to prepay the Revolving Loans then outstanding (with no
corresponding reduction in the Aggregate Revolving Loan Commitment). Designated
Prepayments of Loans shall first be applied to Floating Rate Loans and to any
Eurodollar Rate Loans maturing on such date and then to subsequently maturing
Eurodollar Rate Loans in order of maturity. Notwithstanding the foregoing, so
long as no Default has occurred and is then continuing and at the Borrower's
option, the Administrative Agent shall hold all Designated Prepayments to be
applied to Eurodollar Rate Loans in escrow for the benefit of the Lenders and
shall release such amounts upon the expiration of the Interest Periods
applicable to any such Eurodollar Rate Loans being prepaid (it being understood
and agreed that interest shall continue to accrue on the Obligations until such
time as such prepayments are released from escrow and applied to reduce the
Obligations); provided, however, that upon the occurrence and continuance of an
Event of Default, such escrowed amounts may be applied to Eurodollar Rate Loans
without regard to the expiration of any Interest Period and the Borrower shall
make all payments under Section 3.4 resulting therefrom.

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

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

         2.4. Swing Line Loans.

                  2.4.1 Amount of Swing Line Loans. Upon the satisfaction of the
         conditions precedent set forth in Section 4.2 and, if such Swing Line
         Loan is to be made on the date of the initial Credit Extension
         hereunder, the satisfaction of the conditions precedent set forth in
         Section 4.1 as well, from and including the date of this Agreement and
         prior to the Revolving Loan Termination Date, the Swing Line Lender
         agrees, on the terms and conditions set forth in this Agreement, to
         make Swing Line Loans to the Borrower from time to time in an aggregate

<PAGE>

         principal amount not to exceed the Swing Line Commitment, provided that
         the Aggregate Outstanding Revolving Credit Exposure shall not at any
         time exceed the Aggregate Revolving Loan Commitment, and provided
         further that at no time shall the sum of (i) the Swing Line Lender's
         Pro Rata Share of the Swing Line Loans then outstanding, plus (ii) the
         outstanding Revolving Loans made by the Swing Line Lender pursuant to
         Section 2.1 (including its participation in any Facility LCs), exceed
         the Swing Line Lender's Revolving Loan Commitment at such time. Subject
         to the terms of this Agreement, the Borrower may borrow, repay and
         reborrow Swing Line Loans at any time prior to the Revolving Loan
         Termination Date.

                  2.4.2 Borrowing Notice. The Borrower shall deliver to the
         Administrative Agent and the Swing Line Lender irrevocable notice (a
         "Swing Line Borrowing Notice") not later than 12:00 noon (Salt Lake
         City, Utah time) on the Borrowing Date of each Swing Line Loan,
         specifying (i) the applicable Borrowing Date (which date shall be a
         Business Day), and (ii) the aggregate amount of the requested Swing
         Line Loan which shall be an amount not less than $100,000. The Swing
         Line Loans shall bear interest at the Floating Rate or at such other
         rate as is agreed upon by the Borrower and the Swing Line Lender.

                  2.4.3 Making of Swing Line Loans. Promptly after receipt of a
         Swing Line Borrowing Notice, the Administrative Agent shall notify each
         Lender by fax or other similar form of transmission, of the requested
         Swing Line Loan. Not later than 2:00 p.m. (Salt Lake City, Utah time)
         on the applicable Borrowing Date, the Swing Line Lender shall make
         available the Swing Line Loan, in funds immediately available in Salt
         Lake City, to the Administrative Agent at its address specified
         pursuant to Article XIII. The Administrative Agent will promptly make
         the funds so received from the Swing Line Lender available to the
         Borrower on the Borrowing Date at the Administrative Agent's aforesaid
         address.

                  2.4.4 Repayment of Swing Line Loans. Each Swing Line Loan
         shall be paid in full by the Borrower on or before the fifth (5th)
         Business Day after the Borrowing Date for such Swing Line Loan. In
         addition, the Swing Line Lender (i) may at any time in its sole
         discretion with respect to any outstanding Swing Line Loan, or (ii)
         shall, on the fifth (5th) Business Day after the Borrowing Date of any
         Swing Line Loan, require each Lender (including the Swing Line Lender)
         to make a Revolving Loan in the amount of such Lender's Pro Rata Share
         of such Swing Line Loan (including, without limitation, any interest
         accrued and unpaid thereon), for the purpose of repaying such Swing
         Line Loan. Not later than 1:00 p.m. (Salt Lake City, Utah time) on the
         date of any notice received pursuant to this Section 2.4.4, each Lender
         shall make available its required Revolving Loan, in funds immediately
         available in Salt Lake City to the Administrative Agent at its address
         specified pursuant to Article XIII. Revolving Loans made pursuant to
         this Section 2.4.4 shall initially be Floating Rate Loans and
         thereafter may be continued as Floating Rate Loans or converted into
         Eurodollar Loans in the manner provided in Section 2.9 and subject to
         the other conditions and limitations set forth in Article II. Unless a
         Lender shall have notified the Swing Line Lender, prior to its making
         any Swing Line Loan, that any applicable condition precedent set forth
         in Sections 4.1 or 4.2 had not been satisfied, such Lender's obligation
         to make Revolving Loans pursuant to this Section 2.4.4 to repay Swing
         Line Loans shall be unconditional, continuing, irrevocable and absolute
         and shall not be affected by any circumstances, including, without
         limitation, (a) any set-off, counterclaim, recoupment, defense or other
         right which such Lender may have against the Swing Line Lender or any
         other Person, (b) the occurrence or continuance of a Default or

<PAGE>

         Unmatured Default, (c) any adverse change in the condition (financial
         or otherwise) of the Borrower, or (d) any other circumstances,
         happening or event whatsoever. In the event that any Lender fails to
         make payment to the Administrative Agent of any amount due under this
         Section 2.4.4, the Administrative Agent shall be entitled to receive,
         retain and apply against such obligation the principal and interest
         otherwise payable to such Lender hereunder until the Administrative
         Agent receives such payment from such Lender or such obligation is
         otherwise fully satisfied. In addition to the foregoing, if for any
         reason any Lender fails to make payment to the Administrative Agent of
         any amount due under this Section 2.4.4, such Lender shall be deemed,
         at the option of the Administrative Agent, to have unconditionally and
         irrevocably purchased from the Swing Line Lender, without recourse or
         warranty, an undivided interest and participation in the applicable
         Swing Line Loan in the amount of such Revolving Loan, and such interest
         and participation may be recovered from such Lender together with
         interest thereon at the Federal Funds Effective Rate for each day
         during the period commencing on the date of demand and ending on the
         date such amount is received. On the Revolving Loan Termination Date,
         the Borrower shall repay in full the outstanding principal balance of
         the Swing Line Loans.

         2.5. Commitment Fee; Aggregate Revolving Loan Commitment.

                  2.5.1 Commitment Fee. The Borrower shall pay to the
         Administrative Agent, for the account of the Lenders in accordance with
         their Revolving Loan Pro Rata Shares, from and after the Closing Date
         until the date on which the Aggregate Revolving Loan Commitment shall
         be terminated in whole, a commitment fee (the "Commitment Fee")
         accruing at the rate of the then Applicable Fee Rate on the Available
         Aggregate Revolving Loan Commitment in effect from time to time. All
         such Commitment Fees payable hereunder shall be payable quarterly in
         arrears on each Payment Date; provided, that if any Lender continues to
         have Outstanding Revolving Credit Exposure after the termination of its
         Revolving Loan Commitment, then the Commitment Fee shall continue to
         accrue and be due and payable pursuant to the terms hereof until such
         Outstanding Revolving Credit Exposure is reduced to zero.

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

         2.6. Minimum Amount of Each Advance. Each Eurodollar Advance shall be
in the minimum amount of $2,000,000 (and in multiples of $500,000 if in excess
thereof), and each Floating Rate Advance (other than an Advance to repay Swing
Line Loans) shall be in the minimum amount of $2,000,000 (and in multiples of
$500,000 if in excess thereof), provided, however, that any Floating Rate
Advance may be in the amount of the Adjusted Available Aggregate Revolving Loan
Commitment.

<PAGE>

         2.7. Optional Principal Payments. The Borrower may from time to time
pay, without penalty or premium, all outstanding Floating Rate Advances (other
than Swing Line Loans), or any portion of the outstanding Floating Rate Advances
(other than Swing Line Loans), in a minimum aggregate amount of $500,000 or any
integral multiple of $100,000 in excess thereof, in each case upon two (2)
Business Days' prior notice to the Administrative Agent. The Borrower may at any
time pay, without penalty or premium, all outstanding Swing Line Loans, or, in a
minimum amount of $100,000 and increments of $50,000 in excess thereof, any
portion of the outstanding Swing Line Loans, with notice to the Administrative
Agent and the Swing Line Lender by 11:00 a.m. (Salt Lake City, Utah time) on the
date of repayment. The Borrower may from time to time pay, subject to the
payment of any funding indemnification amounts required by Section 3.4 but
without penalty or premium, all outstanding Eurodollar Advances, or, in a
minimum aggregate amount of $1,000,000 or any integral multiple of $500,000 in
excess thereof, any portion of the outstanding Eurodollar Advances upon three
(3) Business Days' prior notice to the Administrative Agent.

         2.8. Method of Selecting Types and Interest Periods for New Advances.
The Borrower shall select the Type of Advance and, in the case of each
Eurodollar Advance, the Interest Period applicable thereto from time to time;
provided that there shall be no more than 5 Interest Periods in effect with
respect to all of the Loans at any time, unless such limit has been waived by
the Administrative Agent in its sole discretion. The Borrower shall give the
Administrative Agent irrevocable notice (a "Borrowing Notice") not later than
10:00 a.m. (Salt Lake City, Utah time) at least one Business Day before the
Borrowing Date of each Floating Rate Advance (other than a Swing Line Loan) and
three Business Days before the Borrowing Date for each Eurodollar Advance,
specifying:

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

         (ii)     the aggregate amount of such Advance,

         (iii)    the Type of Advance selected, and

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

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

         2.9. Conversion and Continuation of Outstanding Advances; No Conversion
or Continuation of Eurodollar Advances After Default. Floating Rate Advances
(other than Swing Line Advances) shall continue as Floating Rate Advances unless
and until such Floating Rate Advances are converted into Eurodollar Advances
pursuant to this Section 2.9 or are repaid in accordance with Section 2.7. Each
Eurodollar Advance shall continue as a Eurodollar Advance until the end of the
then applicable Interest Period therefor, at which time such Eurodollar Advance
shall be automatically converted into a Floating Rate Advance unless (x) such
Eurodollar Advance is or was repaid in accordance with Section 2.7 or (y) the
Borrower shall have given the Administrative Agent a Conversion/Continuation
Notice (as defined below) requesting that, at the end of such Interest Period,
such Eurodollar Advance continue as a Eurodollar Advance for the same or another
Interest Period. Subject to the terms of Section 2.6, the Borrower may elect
from time to time to convert all or any part of an Advance of any Type (other
than a Swing Line Advance) into any other Type or Types of Advances; provided
that any conversion of any Eurodollar Advance shall be made on, and only on, the
last day of the Interest Period applicable thereto. Notwithstanding anything to
the contrary contained in this Section 2.9, during the continuance of a Default
or an Unmatured Default, the Administrative Agent may (or shall at the direction
of the Required Lenders), by notice to the Borrower, declare that no Advance may
be made, converted or continued as a Eurodollar Advance. The Borrower shall give
the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice")
of each conversion of an Advance or continuation of a Eurodollar Advance not
later than 10:00 a.m. (Salt Lake City, Utah time) at least one (1) Business Day,
in the case of a conversion into a Floating Rate Advance, or three (3) Business
Days, in the case of a conversion into or continuation of a Eurodollar Advance,
prior to the date of the requested conversion or continuation, specifying:

<PAGE>

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

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

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

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

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

         2.12. Method of Payment. All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Administrative Agent at the Administrative Agent's
address specified pursuant to Article XIII, or at any other Lending Installation
of the Administrative Agent specified in writing by the Administrative Agent to
the Borrower, by 12:00 noon (Salt Lake City, Utah time) on the date when due and

<PAGE>

shall (except with respect to repayments of Swing Line Loans, and except in the
case of Reimbursement Obligations for which the LC Issuer has not been fully
indemnified by the Lenders, or as otherwise specifically required hereunder) be
applied ratably by the Administrative Agent among the Lenders. Each payment
delivered to the Administrative Agent for the account of any Lender shall be
delivered promptly by the Administrative Agent to such Lender in the same type
of funds that the Administrative Agent received at its address specified
pursuant to Article XIII or at any Lending Installation specified in a notice
received by the Administrative Agent from such Lender. The Administrative Agent
is hereby authorized to charge the account of the Borrower maintained with Bank
One for each payment of the Obligations as it becomes due hereunder. Each
reference to the Administrative Agent in this Section 2.12 shall also be deemed
to refer, and shall apply equally, to the LC Issuer in the case of payments
required to be made by the Borrower to the LC Issuer pursuant to Section 2.20.6.

         2.13. Noteless Agreement; Evidence of Indebtedness.

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

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

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

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

<PAGE>

         2.14. Telephonic Notices. The Borrower hereby authorizes the Lenders
and the Administrative Agent to extend, convert or continue Advances, effect
selections of Types of Advances and to transfer funds based on telephonic
notices made by any person or persons the Administrative Agent or any Lender in
good faith believes to be acting on behalf of the Borrower, it being understood
that the foregoing authorization is specifically intended to allow Borrowing
Notices and Conversion/Continuation Notices to be given telephonically. The
Borrower agrees to deliver promptly to the Administrative Agent a written
confirmation, signed by an Authorized Officer, if such confirmation is requested
by the Administrative Agent or any Lender, of each telephonic notice. If the
written confirmation differs in any material respect from the action taken by
the Administrative Agent and the Lenders, the reasonable and documented records
of the Administrative Agent and the Lenders shall govern absent manifest error.

         2.15. Interest Payment Dates; Interest and Fee Basis. Interest accrued
on each Floating Rate Advance shall be payable in arrears on each Payment Date,
commencing with the first such date to occur after the Closing Date, on any date
on which the Floating Rate Advance is prepaid, whether due to acceleration or
otherwise, and at maturity. Interest accrued on that portion of the outstanding
principal amount of any Floating Rate Advance converted into a Eurodollar
Advance on a day other than a Payment Date shall be payable on the date of
conversion. Interest accrued on each Eurodollar Advance shall be payable on the
last day of its applicable Interest Period, on any date on which the Eurodollar
Advance is prepaid, whether by acceleration or otherwise, and at maturity.
Interest accrued on each Eurodollar Advance having an Interest Period longer
than three months shall also be payable on the last day of each three-month
interval during such Interest Period. Interest on Eurodollar Advances, LC Fees
and all other fees hereunder shall be calculated for actual days elapsed on the
basis of a 360-day year. Interest on Floating Rate Advances shall be calculated
for actual days elapsed on the basis of a 365/366-day year. Interest shall be
payable for the day an Advance is made but not for the day of any payment on the
amount paid if payment is received prior to 12:00 noon (Salt Lake City, Utah
time) at the place of payment. If any payment of principal of or interest on an
Advance, any fees or any other amounts payable to the Administrative Agent or
any Lender hereunder shall become due on a day which is not a Business Day, such
payment shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing
interest, fees and commissions in connection with such payment.

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

<PAGE>

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

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

         2.19. Replacement of Lender. If the Borrower is required pursuant to
Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any
Lender's obligation to make or continue, or to convert Floating Rate Advances
into, Eurodollar Advances shall be suspended pursuant to Section 3.3 (any Lender
so affected an "Affected Lender"), the Borrower may elect, if such amounts
continue to be charged or such suspension is still effective, to terminate or
replace the Revolving Loan Commitment, Term Loan Commitment and Loans of such
Affected Lender, provided that no Default or Unmatured Default shall have
occurred and be continuing at the time of such termination or replacement, and
provided further that, concurrently with such termination or replacement, (i) if
the Affected Lender is being replaced, another bank or other entity which is
reasonably satisfactory to the Borrower and the Administrative Agent shall
agree, as of such date, to purchase for cash the Outstanding Revolving Credit
Exposure and Term Loans of the Affected Lender pursuant to an Assignment
Agreement substantially in the form of Exhibit C and to become a Lender for all
purposes under this Agreement and to assume all obligations of the Affected
Lender to be terminated as of such date and to comply with the requirements of
Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such
Affected Lender in immediately available funds on the day of such replacement
(A) all interest, fees and other amounts then accrued but unpaid to such
Affected Lender by the Borrower hereunder to and including the date of
termination, including without limitation payments due to such Affected Lender
under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment
which would have been due to such Lender on the day of such replacement under
Section 3.4 had the Loans of such Affected Lender been prepaid on such date
rather than sold to the replacement Lender, in each case to the extent not paid
by the purchasing lender and (iii) if the Affected Lender is being terminated,
the Borrower shall pay to such Affected Lender all Obligations due to such

<PAGE>

Affected Lender (including the amounts described in the immediately preceding
clauses (i) and (ii) plus, to the extent not paid by the replacement Lender, the
outstanding principal balance of such Affected Lender's Credit Extensions).

         2.20. Facility LCs.

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

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

                  2.20.3 Notice. Subject to Section 2.20.1, the Borrower shall
         give the LC Issuer notice prior to 10:00 a.m. (Salt Lake City, Utah
         time) at least five Business Days prior to the proposed date of
         issuance or Modification of each Facility LC, specifying the
         beneficiary, the proposed date of issuance (or Modification) and the
         expiry date of such Facility LC, and describing the proposed terms of
         such Facility LC and the nature of the transactions proposed to be
         supported thereby. Upon receipt of such notice, the LC Issuer shall
         promptly notify the Administrative Agent, and, upon issuance only, the
         Administrative Agent shall promptly notify each Lender, of the contents
         thereof and of the amount of such Lender's participation in such
         proposed Facility LC. The issuance or Modification by the LC Issuer of
         any Facility LC shall, in addition to the conditions precedent set
         forth in Article IV (the satisfaction of which the LC Issuer shall have
         no duty to ascertain), be subject to the conditions precedent that such
         Facility LC shall be satisfactory to the LC Issuer and that the
         Borrower shall have executed and delivered such application agreement
         and/or such other instruments and agreements relating to such Facility
         LC as the LC Issuer shall have reasonably requested (each, a "Facility
         LC Application"). In the event of any conflict between the terms of
         this Agreement and the terms of any Facility LC Application, the terms
         of this Agreement shall control.

<PAGE>

                  2.20.4 LC Fees. The Borrower shall pay to the Administrative
         Agent, for the account of the Lenders ratably in accordance with their
         respective Revolving Loan Pro Rata Shares, a letter of credit fee at a
         per annum rate equal to the Applicable Margin for Eurodollar Loans in
         effect from time to time on the average daily undrawn stated amount
         under such Facility LC, such fee to be payable in arrears on each
         Payment Date. The Borrower shall also pay to the LC Issuer for its own
         account (x) at the time of issuance of each Facility LC which is a
         standby letter of credit, a fronting fee in an amount equal to 0.125%
         times the face amount of such Facility LC, (y) in connection with each
         Facility LC which is a commercial letter of credit, a fee in accordance
         with the LC Issuer's customary commissions for such letters of credit
         and (z) documentary and processing charges in connection with the
         issuance or Modification of and draws under Facility LCs in accordance
         with the LC Issuer's standard schedule for such charges as in effect
         from time to time. Each fee described in this Section 2.20.4 shall
         constitute an "LC Fee".

                  2.20.5 Administration; Reimbursement by Lenders. Upon receipt
         from the beneficiary of any Facility LC of any demand for payment under
         such Facility LC, the LC Issuer shall notify the Administrative Agent
         and the Administrative Agent shall promptly notify the Borrower and
         each other Lender as to the amount to be paid by the LC Issuer as a
         result of such demand and the proposed payment date (the "LC Payment
         Date"). The responsibility of the LC Issuer to the Borrower and each
         Lender shall be only to determine that the documents (including each
         demand for payment) delivered under each Facility LC in connection with
         such presentment shall be in conformity in all material respects with
         such Facility LC. The LC Issuer shall endeavor to exercise the same
         care in the issuance and administration of the Facility LCs as it does
         with respect to letters of credit in which no participations are
         granted, it being understood that in the absence of any gross
         negligence or willful misconduct by the LC Issuer, each Lender shall be
         unconditionally and irrevocably liable without regard to the occurrence
         of any Default or any condition precedent whatsoever, to reimburse the
         LC Issuer on demand for (i) such Lender's Revolving Loan Pro Rata Share
         of the amount of each payment made by the LC Issuer under each Facility
         LC to the extent such amount is not reimbursed by the Borrower pursuant
         to Section 2.20.6 below, plus (ii) interest on the foregoing amount to
         be reimbursed by such Lender, for each day from the date of the LC
         Issuer's demand for such reimbursement (or, if such demand is made
         after 11:00 a.m. (Salt Lake City, Utah time) on such date, from the
         next succeeding Business Day) to the date on which such Lender pays the
         amount to be reimbursed by it, at a rate of interest per annum equal to
         the Federal Funds Effective Rate for the first three days and,
         thereafter, at a rate of interest equal to the rate applicable to
         Floating Rate Advances.

                  2.20.6 Reimbursement by Borrower. The Borrower shall be
         irrevocably and unconditionally obligated to reimburse the LC Issuer on
         or before the applicable LC Payment Date for any amounts to be paid by
         the LC Issuer upon any drawing under any Facility LC, without
         presentment, demand, protest or other formalities of any kind; provided
         that neither the Borrower nor any Lender shall hereby be precluded from
         asserting any claim for direct (but not consequential) damages suffered
         by the Borrower or such Lender to the extent, but only to the extent,
         caused by (i) the willful misconduct or gross negligence of the LC
         Issuer in determining whether a request presented under any Facility LC
         issued by it complied with the terms of such Facility LC or (ii) the LC
         Issuer's failure to pay under any Facility LC issued by it after the
         presentation to it of a request strictly complying with the terms and
         conditions of such Facility LC. If the Borrower at any time fails to

<PAGE>

         repay a Reimbursement Obligation pursuant to this Section 2.20, such
         unpaid Reimbursement Obligation shall at that time be automatically
         converted into an obligation and the Borrower shall be deemed to have
         elected to borrow a Revolving Loan from the Lenders, as of the date of
         the payment by the LC Issuer giving rise to the Reimbursement
         Obligation equal in amount to the amount of the unpaid Reimbursement
         Obligation. Such Revolving Loan shall be made as of the date of the
         payment giving rise to such Reimbursement Obligation, automatically,
         without notice and without any requirement to satisfy the conditions
         precedent otherwise applicable to a Revolving Loan if the Borrower
         shall have failed to make such payment to the Administrative Agent for
         the account of the LC Issuer prior to such time. Such Revolving Loan
         shall constitute a Floating Rate Advance and the proceeds of such
         Advance shall be used to repay such Reimbursement Obligation. If, for
         any reason, the Borrower fails to repay a Reimbursement Obligation on
         the day such Reimbursement Obligation arises and, for any reason, the
         Lenders are unable to make or have no obligation to make a Revolving
         Loan, then such Reimbursement Obligation shall bear interest from and
         after such day, until paid in full, at the interest rate applicable to
         a Floating Rate Advance. The Borrower agrees to indemnify the LC Issuer
         against any loss or expense determined by the LC Issuer in good faith
         to have resulted from any conversion pursuant to this Section 2.20 by
         reason of the inability of the LC Issuer to convert the amount received
         from the Borrower or from the Lenders, as applicable, into an amount
         equal to the amount of such Reimbursement Obligation. The LC Issuer
         will pay to each Lender ratably in accordance with its Revolving Loan
         Pro Rata Share all amounts received by it from the Borrower for
         application in payment, in whole or in part, of the Reimbursement
         Obligation in respect of any Facility LC issued by the LC Issuer, but
         only to the extent such Lender has made payment to the LC Issuer in
         respect of such Facility LC pursuant to Section 2.20.5.

                  2.20.7 Obligations Absolute. The Borrower's obligations under
         this Section 2.20 shall be absolute and unconditional under any and all
         circumstances and irrespective of any setoff, counterclaim or defense
         to payment which the Borrower may have or have had against the LC
         Issuer, any Lender or any beneficiary of a Facility LC. The Borrower
         further agrees with the LC Issuer and the Lenders that the LC Issuer
         and the Lenders shall not be responsible for, and the Borrower's
         Reimbursement Obligation in respect of any Facility LC 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, any of its
         Affiliates, the beneficiary of any Facility LC or any financing
         institution or other party to whom any Facility LC may be transferred
         or any claims or defenses whatsoever of the Borrower or of any of its
         Affiliates against the beneficiary of any Facility LC or any such
         transferee. The LC Issuer shall not be liable for any error, omission,
         interruption or delay in transmission, dispatch or delivery of any
         message or advice, however transmitted, in connection with any Facility
         LC. The Borrower agrees that any action taken or omitted by the LC
         Issuer or any Lender under or in connection with each Facility LC and
         the related drafts and documents, if done without gross negligence or
         willful misconduct, shall be binding upon the Borrower and shall not
         put the LC Issuer or any Lender under any liability to the Borrower.
         Nothing in this Section 2.20.7 is intended to limit the right of the
         Borrower to make a claim against the LC Issuer for damages as
         contemplated by the proviso to the first sentence of Section 2.20.6.

<PAGE>

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

                  2.20.9 Indemnification. The Borrower hereby agrees to
         indemnify and hold harmless each Lender, the LC Issuer and the
         Administrative Agent, and their respective directors, officers, agents
         and employees from and against any and all claims and damages, losses,
         liabilities, costs or expenses which such Lender, the LC Issuer or the
         Administrative Agent may incur (or which may be claimed against such
         Lender, the LC Issuer or the Administrative Agent by any Person
         whatsoever) by reason of or in connection with the issuance, execution
         and delivery or transfer of or payment or failure to pay under any
         Facility LC or any actual or proposed use of any Facility LC,
         including, without limitation, any claims, damages, losses,
         liabilities, costs or expenses which the LC Issuer may incur by reason
         of or in connection with (i) the failure of any other Lender to fulfill
         or comply with its obligations to the LC Issuer hereunder (but nothing
         herein contained shall affect any rights the Borrower may have against
         any defaulting Lender) or (ii) by reason of or on account of the LC
         Issuer issuing any Facility LC which specifies that the term
         "Beneficiary" included therein includes any successor by operation of
         law of the named Beneficiary, but which Facility LC does not require
         that any drawing by any such successor Beneficiary be accompanied by a
         copy of a legal document, satisfactory to the LC Issuer, evidencing the
         appointment of such successor Beneficiary; provided that the Borrower
         shall not be required to indemnify any Lender, the LC Issuer or the
         Administrative Agent for any claims, damages, losses, liabilities,
         costs or expenses to the extent, but only to the extent, caused by (x)
         the willful misconduct or gross negligence of the LC Issuer in
         determining whether a request presented under any Facility LC complied
         with the terms of such Facility LC or (y) the LC Issuer's failure to
         pay under any Facility LC after the presentation to it of a request
         strictly complying with the terms and conditions of such Facility LC.
         Nothing in this Section 2.20.9 is intended to limit the obligations of
         the Borrower under any other provision of this Agreement.

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

<PAGE>

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

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

                                  ARTICLE III
                             YIELD PROTECTION; TAXES

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

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

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

<PAGE>

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

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

         3.2. Changes in Capital Adequacy Regulations. If a Lender or LC Issuer
determines the amount of capital required or expected to be maintained by such
Lender or LC Issuer, any Lending Installation of such Lender or LC Issuer or any
corporation controlling such Lender or LC Issuer is increased as a result of a
Change, then, within 15 days of demand, accompanied by the written statement
required by Section 3.6, by such Lender or LC Issuer, the Borrower shall pay
such Lender or LC Issuer the amount necessary to compensate for any shortfall in
the rate of return on the portion of such increased capital which such Lender or
LC Issuer determines is attributable to this Agreement, its Outstanding
Revolving Credit Exposure, its Term Loans, its Term Loan Commitment to make Term
Loans, its Revolving Loan Commitment to make Revolving Loans and issue or
participate in Facility LCs, as applicable, hereunder (after taking into account
such Lender's or LC Issuer's policies as to capital adequacy). "Change" means
(i) any change after the Closing Date in the Risk-Based Capital Guidelines or
(ii) any adoption of, or change in, or change in the interpretation or
administration of any other law, governmental or quasi-governmental rule,
regulation, policy, guideline, interpretation, or directive (whether or not
having the force of law) after the Closing Date which affects the amount of
capital required or expected to be maintained by any Lender or LC Issuer or any
Lending Installation or any corporation controlling any Lender or LC Issuer.
"Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in
effect in the United States on the Closing Date, including transition rules, and
(ii) the corresponding capital regulations promulgated by regulatory authorities
outside the United States implementing the July 1988 report of the Basle
Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital Standards,"
including transition rules, and any amendments to such regulations adopted prior
to the Closing Date.

<PAGE>

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

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

         3.5. Taxes.

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

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

<PAGE>

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

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

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

<PAGE>

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

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

         3.6. Lender Statements; Survival of Indemnity. Each Lender shall
deliver a written statement of such Lender to the Borrower (with a copy to the
Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4
or 3.5. Such written statement shall set forth in reasonable detail the
calculations upon which such Lender determined such amount and shall be final,
conclusive and binding on the Borrower in the absence of manifest error.
Determination of amounts payable under such Sections in connection with a
Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar
Loan through the purchase of a deposit of the type, currency and maturity
corresponding to the deposit used as a reference in determining the Eurodollar
Rate applicable to such Loan, whether in fact that is the case or not.
Notwithstanding any other term or condition contained herein or elsewhere in the
Loan Documents, a Lender claiming compensation under Section 3.1, 3.2, 3.4, or
3.5 shall only be entitled to compensation under this Article III (i) from and
after the date of such notice until the events giving rise to such claim have
ceased to exist, and (ii) during the ninety (90) day period preceding the date
the Borrower receives notice from the Administrative Agent or such Lender
setting forth the described claim for compensation. Unless otherwise provided
herein, the amount specified in the written statement of any Lender shall be
payable on demand after receipt by the Borrower of such written statement. The
obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive
payment of the Obligations and termination of this Agreement.

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

<PAGE>

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

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

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

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

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

                  4.1.4 A certificate signed by the chief financial officer of
         the Borrower, stating that on the initial Credit Extension Date (a) no
         Default or Unmatured Default has occurred and is continuing, (b) all of
         the representations and warranties in Article V shall be true and
         correct in all material respects as of such date and (c) no Material
         Adverse Change has occurred since September 30, 2003.

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

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

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

                  4.1.8 An initial compliance certificate, dated as of the
         Closing Date, in substantially the form of Exhibit B hereto, with such
         adjustments and amendments as are mutually acceptable to the Borrower
         and the Administrative Agent.

<PAGE>

                  4.1.9 The Administrative Agent shall have received the audited
         consolidated financial statements of the Borrower and its Subsidiaries
         for the Borrower's fiscal year ended September 30, 2003.

                  4.1.10 The Administrative Agent and the Lenders shall have
         received pro forma opening consolidated and consolidating financial
         statements ("Pro Forma Opening Statements") giving effect to the
         Initial Acquisitions and three year financial statement projections
         ("Projections"), together with such information as the Administrative
         Agent and the Lenders may reasonably request to confirm the tax, legal,
         and business assumptions made in such Pro Forma Opening Statements and
         Projections, such Pro Forma Opening Statements and Projections
         demonstrating, in the reasonable judgment of the Administrative Agent
         and the Lenders, together with all other information then available to
         the Administrative Agent and the Lenders, that the Borrower and its
         Subsidiaries have the ability to repay their debts and satisfy the
         respective other obligations as and when due and to comply with
         Sections 6.21 through 6.25.

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

                  4.1.12 The Administrative Agent shall have received evidence
         reasonably satisfactory to the Administrative Agent of the payment of
         all principal, interest, fees and premiums, if any, on all Indebtedness
         under the Existing Credit Agreement, and the agreement to release all
         Liens and the termination of the applicable agreements relating
         thereto, all taking effect concurrently with the effectiveness of this
         Agreement; provided, however, that any Existing Letters of Credit
         incorporated into and governed by the terms of this Agreement shall not
         be required to be terminated in connection with the termination of the
         Existing Credit Agreement and the agreements, documents, and
         instruments related thereto.

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

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

                  4.2.1 There exists no Default or Unmatured Default.

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

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

<PAGE>

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

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

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

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

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

<PAGE>

         5.4. Financial Statements. The September 30, 2003 audited consolidated
financial statements of the Borrower and its Subsidiaries heretofore delivered
to the Administrative Agent and the Lenders were prepared in accordance with
generally accepted accounting principles in effect on the date such statements
were prepared and fairly present, in all material respects, the consolidated
financial condition and operations of the Borrower and its Subsidiaries at such
date and the consolidated results of their operations for the period then ended.

         5.5. Material Adverse Change. Since September 30, 2003, there has been
no Material Adverse Change.

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

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

         5.8. Subsidiaries. Schedule 5.8 contains an accurate list of all
Subsidiaries of the Borrower as of the date of this Agreement, setting forth
their respective jurisdictions of organization and the percentage of their
respective capital stock or other ownership interests owned by the Borrower or
other Subsidiaries. All of the issued and outstanding shares of capital stock or
other ownership interests of such Subsidiaries have been (to the extent such
concepts are relevant with respect to such ownership interests) duly authorized
and issued and are fully paid and non-assessable.

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

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

<PAGE>

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

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

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

         5.14. Ownership of Properties. Except as set forth in the Borrower's
financial statements, the Borrower and its Subsidiaries have good title, free of
all Liens other than those permitted by Section 6.15, to all of the Property and
assets reflected in the Borrower's most recent consolidated financial statements
provided to the Administrative Agent, as owned by the Borrower and its
Subsidiaries.

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

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

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

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

<PAGE>

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

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

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

                                   ARTICLE VI
                                    COVENANTS

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

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

                  6.1.1 Within 90 days after the close of each of its fiscal
         years, financial statements prepared in accordance with Agreement
         Accounting Principles on a consolidated and consolidating basis for
         itself and its Subsidiaries, including balance sheets as of the end of
         such period, statements of income and statements of cash flows,
         accompanied by (a) an audit report, unqualified as to scope, of a
         nationally recognized firm of independent public accountants or other
         independent public accountants reasonably acceptable to the Required
         Lenders (it being understood and agreed that consolidating financial
         statements need not be certified by such accountants); (b) any
         management letter prepared by said accountants and (c) a certificate of
         said accountants that, in the course of their examination necessary for
         their certification of the foregoing, they have obtained no knowledge
         of any Default or Unmatured Default under Sections 6.21, 6.22 or 6.23,
         or if, in the opinion of such accountants, any such Default or
         Unmatured Default shall exist, stating the nature and status thereof.

                  6.1.2 Within 45 days after the close of the first three
         quarterly periods of each of its fiscal years, for itself and its
         Subsidiaries, consolidated and consolidating unaudited balance sheets
         as at the close of each such period, consolidated and consolidating
         statements of income, and a consolidated statement of cash flows for
         the period from the beginning of such fiscal year to the end of such
         quarter, all certified as to fairness of presentation, compliance with
         Agreement Accounting Principles and consistency by its chief financial
         officer or treasurer.

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

<PAGE>

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

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

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

                  6.1.7 As soon as practicable, and in any event within 30 days
         after the beginning of each fiscal year of the Borrower, a copy of the
         plan and forecast (including a projected consolidated and consolidating
         balance sheet, income statement and funds flow statement) of the
         Borrower for such fiscal year.

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

                  6.1.9 By no later than such date as the Administrative Agent
         may from time to time specify, such valuations and appraisals (all
         costs and expenses with respect to which shall be for the account of
         the Borrower) as the Administrative Agent may require with respect to
         the value of the Mortgaged Properties; provided that, so long as no
         Default has occurred and is continuing, no such valuations and
         appraisals shall be required more than once with respect to any
         individual Mortgaged Property.

<PAGE>

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

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

         6.2. Use of Proceeds. The Borrower will, and will cause each Subsidiary
to, use the (i) proceeds of the Term Loans solely for repaying the Indebtedness
under the Existing Credit Agreement and (ii) the proceeds of the Revolving Loans
for general corporate purposes, including, without limitation, for working
capital, Permitted Acquisitions, and to repay the Indebtedness under the
Existing Credit Agreement. The Borrower shall use the proceeds of Credit
Extensions in compliance with all applicable legal and regulatory requirements
and any such use shall not result in a violation of any such requirements,
including, without limitation, Regulation U and X, the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder.

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

         6.4. Conduct of Business. Except as a result of Acquisitions permitted
under Section 6.13, the Borrower will, and will cause each Subsidiary to, carry
on and conduct its business in substantially the same manner and in
substantially the same fields of enterprise as it is presently conducted and do
all things necessary to remain duly incorporated or organized, validly existing
and (to the extent such concept applies to such entity) in good standing as a
domestic corporation, partnership or limited liability company in its
jurisdiction of incorporation or organization, as the case may be, as in effect
on the Closing Date, and maintain all requisite authority to conduct its
business in each jurisdiction in which its business is conducted.

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

         6.6. Insurance. The Borrower will, and will cause each Subsidiary to,
maintain with financially sound and reputable insurance companies insurance on
all their Property in such amounts, subject to such deductibles and
self-insurance retentions, and covering such risks as is consistent with sound
business practice, and the Borrower will furnish to any Lender upon request full
information as to the insurance carried. The Borrower shall deliver to the
Administrative Agent endorsements in form and substance reasonably acceptable to
the Administrative Agent (x) to all "All Risk" physical damage insurance
policies on all of the Borrower's and its Subsidiaries' tangible real and
personal property and assets and business interruption insurance policies naming
the Administrative Agent as loss payee and (y) to all general liability and
other liability policies naming the Administrative Agent as an additional
insured. In the event the Borrower or any of its Subsidiaries at any time or
times hereafter shall fail to obtain or maintain any of the policies or
insurance required herein or to pay any premium in whole or in part relating
thereto, then the Administrative Agent, without waiving or releasing any
obligations or resulting Default hereunder, may at any time or times thereafter
(but shall be under no obligation to do so) obtain and maintain such policies of
insurance and pay such premiums and take any other action with respect thereto
which the Administrative Agent deems advisable. All sums so disbursed by the
Administrative Agent shall constitute part of the Obligations, payable as
provided in this Agreement.

<PAGE>

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

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

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

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

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

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

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

<PAGE>

                  6.11.3 The Borrower or any Subsidiary may consummate any
         merger or consolidation in connection with any Permitted Acquisition.

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

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

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

                  6.12.2 A disposition or transfer of Property by a Subsidiary
         to the Borrower or a Guarantor, by the Borrower to a Subsidiary or a
         Guarantor, or by a Guarantor to another Guarantor or to the Borrower.

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

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

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

                  6.12.6 Sales of Property in connection with Margin Activities.

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

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

                  6.13.2 Investments in Subsidiaries which are Guarantors.

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

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

<PAGE>

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

         (iii)    the business to be acquired in such Acquisition (other than
                  (a) a Specified Acquisition, (b) an Initial Acquisition and
                  (c) a Permitted Alternative Fuel Acquisition that
                  demonstrates, based on the Acquisition Pro Forma defined
                  below, Consolidated Net Income attributable to the business
                  acquired in such Acquisition in excess of $0 after giving
                  effect to such Acquisition) is similar or related to one or
                  more of the lines of business in which the Borrower and its
                  Subsidiaries are engaged on the Closing Date;

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

         (v)      (a) such Acquisition is a Specified Acquisition or a Permitted
                  Alternative Fuel Acquisition or (b) during any fiscal year of
                  the Borrower, (1) the Purchase Price for each such Acquisition
                  (other than a Specified Acquisition or a Permitted Fuel
                  Acquisition) payable in cash shall not exceed $30,000,000 and,
                  together with the Purchase Price payable in cash for all other
                  Permitted Acquisitions (other than Specified Acquisitions),
                  shall not exceed an amount equal to $50,000,000 and (2) the
                  Purchase Price for each such Acquisition (other than a
                  Specified Acquisition or a Permitted Alternative Fuel
                  Acquisition) not payable in cash, together with the Purchase
                  Price not payable in cash for all other Permitted
                  Acquisitions, shall not exceed an amount equal to $20,000,000
                  (as determined by reference to the underlying documents for
                  such transaction, as long as such documents shall be the
                  product of an arm's length basis and entered into in good
                  faith); and

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

<PAGE>

                  6.13.4 Investments in entities in which the Borrower or any
         Subsidiary owns 50% or less of the issued and outstanding equity
         interests thereof, including the Investments described in Schedule
         6.13(B), provided that Investments made after the date of this
         Agreement do not exceed $5,000,000 (the "Minority Investment Base
         Amount") in any fiscal year of the Borrower; provided further that if
         the aggregate amount of such Investments actually made in any one
         fiscal year of the Borrower are actually less than the Minority
         Investment Base Amount (the difference being the "Shortfall Amount"),
         then, so long as no Default or Unmatured Default has occurred and is
         continuing, the permitted amount of such Investments during the
         immediately succeeding fiscal year only shall be an amount equal to the
         Minority Investment Base Amount plus the Shortfall Amount.

                  6.13.5 Creation of or Investment in a Subsidiary that is a
         Guarantor.

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

                  6.14.1 The Secured Obligations.

                  6.14.2 Indebtedness existing on the date hereof and described
         in Schedule 6.14 (and renewals, refinancings or extensions thereof on
         terms and conditions no less favorable to the applicable obligor than
         such existing Indebtedness and in a principal amount not in excess of
         that outstanding as of the date of such renewal, refinancing or
         extension).

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

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

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

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

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

<PAGE>

                  6.14.8 Permitted Subordinated Indebtedness.

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

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

                  6.14.11 Indebtedness issued in connection with Specified
         Acquisitions, Initial Acquisitions, or any other Acquisition permitted
         under this Agreement so long as such Indebtedness is otherwise
         permitted under Section 6.13.3.

                  6.14.12 Indebtedness described in the definition of Margin
         Activities.

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

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

                  6.15.1 Liens, if any, securing Secured Obligations.

                  6.15.2 Liens for taxes, assessments or governmental charges or
         levies on its Property if the same shall not at the time be delinquent
         or thereafter can be paid without penalty, or are being contested in
         good faith and by appropriate proceedings and for which adequate
         reserves in accordance with Agreement Accounting Principles shall have
         been set aside on its books.

                  6.15.3 Liens imposed by law, such as landlords', wage
         earners', carriers', warehousemen's and mechanics' liens and other
         similar liens arising in the ordinary course of business which secure
         payment of obligations not more than 60 days past due or which are
         being contested in good faith by appropriate proceedings and for which
         adequate reserves in accordance with Agreement Accounting Principles
         shall have been set aside on its books.

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

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

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

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

<PAGE>

                  6.15.8 Easements, reservations, rights-of-way, restrictions,
         survey exceptions and other similar encumbrances as to real property of
         the Borrower and its Subsidiaries which customarily exist on properties
         of corporations engaged in similar activities and similarly situated
         and which do not materially interfere with the conduct of the business
         of the Borrower or such Subsidiary conducted at the property subject
         thereto..

                  6.15.9 Purchase money Liens securing Permitted Purchase Money
         Indebtedness (as defined in Section 6.14); provided, that such Liens
         shall not apply to any property of the Borrower or its Subsidiaries
         other than that purchased with the proceeds of such Permitted Purchase
         Money Indebtedness.

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

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

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

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

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

                  6.15.15 Liens described in the definition of Margin
         Activities.

                  6.15.16 Liens arising out of the refinancing, extension,
         renewal or refunding of any Indebtedness secured by any Lien permitted
         under Sections 6.15.11 through 6.15.15; provided that (a) such
         Indebtedness is not secured by any additional assets, and (b) the
         amount of such Indebtedness secured by any such Lien is not increased.

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

<PAGE>

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

         6.17. Financial Contracts. The Borrower will not, nor will it permit
any Subsidiary to, enter into or remain liable upon any Rate Management
Transactions except for those entered into in the ordinary course of business
for bona fide hedging purposes and not for speculative purposes.

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

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

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

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

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

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

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

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

<PAGE>

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

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

         6.21. Leverage Ratios.

                  6.21.1 Total Leverage Ratio. The Borrower will not permit the
         ratio (the "Total Leverage Ratio"), determined as of the end of each of
         its fiscal quarters set forth below, of (i) Consolidated Funded
         Indebtedness of the Borrower to (ii) Consolidated EBITDA for the then
         most-recently ended four fiscal quarters to be greater than 2.5 to 1.0.

                  6.21.2 Senior Leverage Ratio. The Borrower will not permit the
         ratio (the "Senior Leverage Ratio"), determined as of the end of each
         of its fiscal quarters set forth below, of (i) Consolidated Funded
         Indebtedness of the Borrower minus Subordinated Indebtedness of the
         Borrower and its Subsidiaries to (ii) Consolidated EBITDA for the then
         most-recently ended four fiscal quarters to be greater than 1.5 to 1.0.

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

         6.22. Fixed Charge Coverage Ratio. The Borrower will not permit the
ratio (the "Fixed Charge Coverage Ratio"), determined as of the end of each of
its fiscal quarters for the then most-recently ended four fiscal quarters, of
(i) Consolidated EBITDAR minus Consolidated Capital Expenditures minus expenses
for taxes paid in cash or taxes accrued during such period to (ii) Consolidated
Previous Maturities during such period (including, without limitation,
Capitalized Lease Obligations) plus Consolidated Interest Expense during such
period (but only to the extent not otherwise already included in Consolidated
Previous Maturities under this Section 6.22) plus Rentals paid during such
period, all calculated for the Borrower and its Subsidiaries on a consolidated
basis, to be less than 1.5 to 1.0.

         6.23. Minimum Consolidated Net Worth. The Borrower will at all times
maintain Consolidated Net Worth of not less than (i) $200,308,000 plus (ii) 50%
of Consolidated Net Income (if positive) earned in each fiscal quarter beginning
with the fiscal quarter ending June 30, 2004.

         6.24. Capital Expenditures. The Borrower will not, nor will it permit
any Subsidiary to, expend, or be committed to expend, in excess of an aggregate
of $15,000,000 (the "Base Amount") for Capital Expenditures of the Borrower and
its Subsidiaries during any fiscal year of the Borrower; provided that the Base
Amount shall be increased by (a) $1,000,000 upon the consummation of the
Acquisition by the Borrower of Target VTC and (b) $10,000,000 upon the
consummation of the Acquisition by the Borrower of Target ES.

<PAGE>

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

         6.26. Guarantors. The Borrower shall cause each of its Subsidiaries to
guarantee pursuant to the Guaranty Agreement or supplement thereto (or, in the
case of a Foreign Subsidiary, any other guarantee agreement requested by the
Administrative Agent) the Secured Obligations. In furtherance of the above, the
Borrower shall promptly (and in any event within 45 days thereof) (i) provide
written notice to the Administrative Agent and the Lenders upon any Person
becoming a Subsidiary, setting forth information in reasonable detail describing
all of the assets of such Person, (ii) cause such Person to execute a supplement
to the Guaranty Agreement and such other Collateral Documents as are necessary
for the Borrower and its Subsidiaries to comply with Section 6.27, (iii) cause
the Applicable Pledge Percentage of the issued and outstanding equity interests
of such Person to be delivered to the Administrative Agent (together with
undated stock powers signed in blank, if applicable) and pledged to the
Administrative Agent pursuant to an appropriate pledge agreement(s) in
substantially the form of the Pledge and Security Agreement (or joinder or other
supplement thereto) and otherwise in form reasonably acceptable to the
Administrative Agent and (iv) deliver such other documentation as the
Administrative Agent may reasonably request in connection with the foregoing,
including, without limitation, certified resolutions and other authority
documents of such Person and, to the extent requested by the Administrative
Agent, favorable opinions of counsel to such Person (which shall cover, among
other things, the legality, validity, binding effect and enforceability of the
documentation referred to above), all in form, content and scope reasonably
satisfactory to the Administrative Agent. Notwithstanding the foregoing, no
Foreign Subsidiary shall be required to execute and deliver the Guaranty
Agreement (or supplement thereto) or such other guarantee agreement if such
execution and delivery would cause a Deemed Dividend Problem or a Financial
Assistance Problem with respect to such Foreign Subsidiary and, in lieu thereof,
the Borrower and the relevant Subsidiaries shall provide the pledge agreements
required under this Section 6.26 or Section 6.27. Notwithstanding the foregoing,
so long as the EBITDA of FlexCrete Building Systems, L.C. for the most recently
completed four fiscal quarter period does not exceed one percent (1%) of the
Consolidated EBITDA for the Borrower and its Subsidiaries for the same period,
the Borrower shall not be required to cause FlexCrete Building Systems, L.C. to
guarantee the Secured Obligations.

         6.27. Collateral. The Borrower will cause, and will cause each other
Credit Party to cause, all of its owned Property (other than Exempt Property) to
be subject at all times to first priority (except in case of Liens permitted in
Section 6.15.15 and cash deposited with General Electric Capital Corporation, or
an agent or affiliate thereof, to secure Letter of Credit reimbursement
obligations under the Existing Credit Agreement), perfected Liens in favor of
the Administrative Agent for the benefit of the Holders of Secured Obligations
to secure the Secured Obligations in accordance with the terms and conditions of
the Collateral Documents, subject in any case to Liens permitted by Section 6.15
hereof. Without limiting the generality of the foregoing, the Borrower will (i)
cause the Applicable Pledge Percentage of the issued and outstanding equity
interests of each Pledge Subsidiary) directly owned by the Borrower or any other
Credit Party to be subject at all times to a first priority, perfected Lien in
favor of the Administrative Agent to secure the Secured Obligations in
accordance with the terms and conditions of the Collateral Documents or such
other security documents as the Administrative Agent shall reasonably request
and (ii) will, and will cause each Guarantor to, deliver Mortgages and Mortgage
Instruments with respect to the Mortgaged Properties owned by the Borrower or
such Guarantor to the extent, and within such time period as is, reasonably
required by the Administrative Agent. Notwithstanding the foregoing, (1) no

<PAGE>

pledge agreement in respect of the equity interests of a Foreign Subsidiary
shall be required hereunder to the extent such pledge thereunder is prohibited
by applicable law or its counsel reasonably determines that such pledge would
not provide material credit support for the benefit of the Holders of Secured
Obligations pursuant to legally valid, binding and enforceable pledge agreements
and (2) no such Mortgages, Mortgage Instruments and pledge agreements are
required to be delivered hereunder until May 30, 2004 or such later date as the
Administrative Agent may agree in the exercise of its reasonable discretion
after consultation with the Lenders (it being understood and agreed that the
failure to deliver such Mortgages, Mortgage Instruments and pledge agreements by
May 30, 2004 or such later date shall constitute a Default under Section 7.3)
with respect to (a) the Mortgaged Properties on the Closing Date in the case of
Mortgages and Mortgage Instruments and (b) the pledge of the equity interests in
each Foreign Subsidiary in the case of such pledge agreements; provided that the
Borrower hereby agrees to use its reasonable efforts to cause the delivery of
such Mortgages, Mortgage Instruments, and pledge agreements as soon as
practicable after the Closing Date.

         6.28. Sale and Leaseback Transactions. The Borrower shall not, nor
shall it permit any Subsidiary to, enter into any Sale and Leaseback
Transaction, other than Sale and Leaseback Transaction.

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

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

                                  ARTICLE VII
                                    DEFAULTS

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

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

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

         7.3. The breach by the Borrower of any of the terms or provisions of
Section 6.2, 6.10, 6.11, 6.15 (to the extent the relevant Lien secures
indebtedness in excess of $5,000,000), 6.18, 6.20, 6.21, 6.22, 6.23, 6.24, 6.25,
6.28, 6.29 and 6.30.

<PAGE>

         7.4. The breach by the Borrower (other than a breach which constitutes
a Default under another Section of this Article VII) of (i) Sections 6.12, 6.13,
6.14, 6.15 (to the extent the relevant Lien secures indebtedness not in excess
of $5,000,000), 6.16, 6.17, 6.19, 6.26, 6.27 or any of the other terms or
provisions of this Agreement or (ii) any other Loan Document (beyond the
applicable grace period with respect thereto, if any), in each case which is not
remedied within thirty (30) days after the earlier to occur of (x) written
notice from the Administrative Agent or any Lender to the Borrower or (y) an
Authorized Officer otherwise become aware of any such breach.

         7.5. Failure of the Borrower or any of its Subsidiaries to pay when due
any Material Indebtedness (subject to any applicable grace period with respect
thereto, if any, set forth in the Material Indebtedness Agreement evidencing
such Material Indebtedness) which failure has not been (i) timely cured and (ii)
waived in writing by the requisite holders of such Material Indebtedness; or the
default by the Borrower or any of its Subsidiaries in the performance (beyond
the applicable grace period with respect thereto, if any) of any term, provision
or condition contained in any Material Indebtedness Agreement and such default
has not been (x) timely cured and (y) waived in writing by the requisite holders
of the Material Indebtedness in respect thereof, or any other event shall occur
or condition exist, the effect of which default, event or condition is to cause,
or to permit the holder(s) of such Material Indebtedness or the lender(s) under
any Material Indebtedness Agreement to cause, such Material Indebtedness to
become due prior to its stated maturity or any commitment to lend under any
Material Indebtedness Agreement to be terminated prior to its stated expiration
date; or any Material Indebtedness of the Borrower or any of its Subsidiaries
shall be declared to be due and payable or required to be prepaid or repurchased
(other than by a regularly scheduled payment) prior to the stated maturity
thereof; or the Borrower or any of its Subsidiaries shall not pay, or admit in
writing its inability to pay, its debts generally as they become due.

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

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

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

<PAGE>

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

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

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

         7.12. Any Change of Control shall occur.

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

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

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

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

<PAGE>

                                  ARTICLE VIII
                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         8.1. Acceleration.

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

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

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

         (iv)     At any time while any Default is continuing, neither the
                  Borrower nor any Person claiming on behalf of or through the
                  Borrower shall have any right to withdraw any of the funds
                  held in the Facility LC Collateral Account. After all of the
                  Secured Obligations have been indefeasibly paid in full and
                  the Aggregate Revolving Loan Commitment and Aggregate Term
                  Loan Commitment have been terminated, any funds remaining in
                  the Facility LC Collateral Account shall be returned by the
                  Administrative Agent to the Borrower or paid to whomever may
                  be legally entitled thereto at such time.

<PAGE>

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

         8.2. Amendments. Subject to the provisions of this Section 8.2, the
Required Lenders (or the Administrative Agent with the consent in writing of the
Required Lenders) and the Borrower may enter into agreements supplemental hereto
for the purpose of adding or modifying any provisions to the Loan Documents or
changing in any manner the rights of the Lenders or the Borrower hereunder or
thereunder or waiving any Default hereunder or thereunder; provided, however,
that no such supplemental agreement shall, without the consent of all of the
Lenders:

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

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

                  8.2.3 Increase the amount of the Revolving Loan Commitment or
         Term Loan Commitment of any Lender hereunder, or permit the Borrower to
         assign its rights or obligations under this Agreement.

                  8.2.4 Amend this Section 8.2.

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

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

<PAGE>

No amendment of any provision of this Agreement relating to the Administrative
Agent shall be effective without the written consent of the Administrative
Agent. The Administrative Agent may waive payment of the fee required under
Section 12.3.3 without obtaining the consent of any other party to this
Agreement. No amendment of any provision of this Agreement relating to the Swing
Line Lender or any Swing Line Loan shall be effective without the written
consent of the Swing Line Lender. No amendment of any provision of this
Agreement relating to the LC Issuer shall be effective without the written
consent of the LC Issuer.

         8.3. Preservation of Rights. No delay or omission of the Lenders, the
LC Issuer or the Administrative Agent to exercise any right under the Loan
Documents shall impair such right or be construed to be a waiver of any Default
or an acquiescence therein, and the making of a Credit Extension notwithstanding
the existence of a Default or Unmatured Default or the inability of the Borrower
to satisfy the conditions precedent to such Credit Extension shall not
constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by, or by the Administrative Agent with the consent of, the
requisite number of Lenders required pursuant to Section 8.2, and then only to
the extent in such writing specifically set forth. All remedies contained in the
Loan Documents or by law afforded shall be cumulative and all shall be available
to the Administrative Agent, the LC Issuer and the Lenders until all of the
Secured Obligations have been paid in full.

                                   ARTICLE IX
                               GENERAL PROVISIONS

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

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

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

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

         9.5. Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Administrative Agent is authorized to act as such). The failure of any Lender to
perform any of its obligations hereunder shall not relieve any other Lender from
any of its obligations hereunder. This Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the parties to this

<PAGE>

Agreement and their respective successors and assigns, provided, however, that
the parties hereto expressly agree that the Arranger shall enjoy the benefits of
the provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set
forth therein and shall have the right to enforce such provisions on its own
behalf and in its own name to the same extent as if it were a party to this
Agreement.

         9.6. Expenses; Indemnification. (i) The Borrower shall reimburse the
Administrative Agent and the Arranger for any reasonable out-of-pocket expenses
(including reasonable attorneys' and paralegals' fees and time charges of
attorneys for the Administrative Agent) paid or incurred by the Administrative
Agent or the Arranger in connection with the investigation, preparation,
negotiation, documentation, execution, delivery, syndication, distribution
(including, without limitation, via the internet), review, amendment,
modification and administration of the Loan Documents. The Borrower also agrees
to reimburse the Administrative Agent, the Arranger, the LC Issuer and the
Lenders for any reasonable costs, internal charges and out-of-pocket expenses
(including reasonable attorneys' and paralegals' fees and time charges and
expenses of attorneys and paralegals for the Administrative Agent, the Arranger,
the LC Issuer and the Lenders, which attorneys and paralegals may be employees
of the Administrative Agent, the Arranger, the LC Issuer or the Lenders) paid or
incurred by the Administrative Agent, the Arranger, the LC Issuer or any Lender
in connection with the collection and enforcement of the Loan Documents.
Expenses being reimbursed by the Borrower under this Section include, without
limitation, the cost and expense of obtaining an appraisal of each parcel of
real property or interest in real property described in any relevant Collateral
Document, which appraisal shall be in conformity with the applicable
requirements of any law or any governmental rule, regulation, policy, guideline
or directive (whether or not having the force of law), or any interpretation
thereof, and any rules promulgated to implement such provisions and costs and
expenses incurred in connection with the Reports described in the following
sentence. The Borrower acknowledges that from time to time Bank One may prepare
and may distribute to the Lenders (but shall have no obligation or duty to
prepare or to distribute to the Lenders) certain audit reports (the "Reports")
pertaining to the Borrower's assets for internal use by Bank One from
information furnished to it by or on behalf of the Borrower, after Bank One has
exercised its rights of inspection pursuant to this Agreement.

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

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

<PAGE>

         9.8. Accounting. Except as provided to the contrary herein, all
accounting terms used in the calculation of any financial covenant or test shall
be interpreted and all accounting determinations hereunder in the calculation of
any financial covenant or test shall be made in accordance with Agreement
Accounting Principles. If any changes in generally accepted accounting
principles are hereafter required or permitted and are adopted by the Borrower
or any of its Subsidiaries with the agreement of its independent certified
public accountants and such changes result in a change in the method of
calculation of any of the financial covenants, tests, restrictions or standards
herein or in the related definitions or terms used therein ("Accounting
Changes"), the parties hereto agree, at the Borrower's request, to enter into
negotiations, in good faith, in order to amend such provisions in a credit
neutral manner so as to reflect equitably such changes with the desired result
that the criteria for evaluating the Borrower's and its Subsidiaries' financial
condition shall be the same after such changes as if such changes had not been
made; provided, however, until such provisions are amended in a manner
reasonably satisfactory to the Administrative Agent and the Required Lenders, no
Accounting Change shall be given effect in such calculations. In the event such
amendment is entered into, all references in this Agreement to Agreement
Accounting Principles shall mean generally accepted accounting principles as of
the date of such amendment. Notwithstanding the foregoing, all financial
statements to be delivered by the Borrower pursuant to Section 6.1 shall be
prepared in accordance with generally accepted accounting principles in effect
at such time.

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

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

         9.11. Confidentiality. The Administrative Agent and each Lender agrees
to hold any confidential information which it may receive from the Borrower in
connection with this Agreement in confidence, except for disclosure (i) to its
Affiliates and to the Administrative Agent and any other Lender and their
respective Affiliates, to the extent such Person is or is reasonably expected to
be involved in the evaluation of such information in connection with the
transactions contemplated by this Agreement, (ii) to legal counsel, accountants,

<PAGE>

and other professional advisors to such Lender or to a Transferee, (iii) to
regulatory officials, (iv) to any Person as required by law, regulation, or
legal process, or to any Person as required in connection with any legal
proceeding to which it is a party, provided that the Borrower shall have
received prior written notice of such disclosure to the extent such notice is
permitted and the disclosing party shall have taken all steps reasonably
requested by the Borrower to protect the confidentiality of the information so
disclosed, (v) to its direct or indirect contractual counterparties in swap
agreements or to legal counsel, accountants and other professional advisors to
such counterparties, to the extent required in connection with such swap
agreements, (vi) permitted by Section 12.4, and (vii) to rating agencies subject
to confidentiality restrictions reasonably acceptable to the Borrower, if
requested or required by such agencies in connection with a rating relating to
the Credit Extensions hereunder. Without limiting Section 9.4, the Borrower
agrees that the terms of this Section 9.11 shall set forth the entire agreement
between the Borrower and each Lender (including the Administrative Agent) with
respect to any confidential information previously or hereafter received by such
Lender in connection with this Agreement, and this Section 9.11 shall supersede
any and all prior confidentiality agreements entered into by such Lender with
respect to such confidential information.

         9.12. Lenders Not Utilizing Plan Assets. Each Lender represents and
warrants that none of the consideration used by such Lender to make its Credit
Extensions constitutes for any purpose of ERISA or Section 4975 of the Code
assets of any "plan" as defined in Section 3(3) of ERISA or Section 4975 of the
Code and the rights and interests of such Lender in and under the Loan Documents
shall not constitute such "plan assets" under ERISA.

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

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

         9.15. Performance of Obligations. The Borrower agrees that the
Administrative Agent may, but shall have no obligation to (i) at any time, pay
or discharge taxes, liens, security interests or other encumbrances levied or
placed on or threatened against any Collateral and (ii) after the occurrence and
during the continuance of a Default make any other payment or perform any act
required of the Borrower under any Loan Document or take any other action which
the Administrative Agent in its discretion deems necessary or desirable to
protect or preserve the Collateral, including, without limitation, any action to
(x) effect any repairs or obtain any insurance called for by the terms of any of
the Loan Documents and to pay all or any part of the premiums therefor and the
costs thereof and (y) pay any rents payable by the Borrower which are more than
30 days past due, or as to which the landlord has given notice of termination,
under any lease. The Administrative Agent shall use its best efforts to give the
Borrower notice of any action taken under this Section 9.15 prior to the taking
of such action or promptly thereafter provided the failure to give such notice
shall not affect the Borrower's obligations in respect thereof. The Borrower
agrees to pay the Administrative Agent, upon demand, the principal amount of all
funds advanced by the Administrative Agent under this Section 9.15, together
with interest thereon at the rate from time to time applicable to Floating Rate
Loans from the date of such advance until the outstanding principal balance
thereof is paid in full. If the Borrower fails to make payment in respect of any

<PAGE>

such advance under this Section 9.15 within one (1) Business Day after the date
the Borrower receives written demand therefor from the Administrative Agent, the
Administrative Agent shall promptly notify each Lender and each Lender agrees
that it shall thereupon make available to the Administrative Agent, in Dollars
in immediately available funds, the amount equal to such Lender's Pro Rata Share
of such advance. If such funds are not made available to the Administrative
Agent by such Lender within one (1) Business Day after the Administrative
Agent's demand therefor, the Administrative Agent will be entitled to recover
any such amount from such Lender together with interest thereon at the Federal
Funds Effective Rate for each day during the period commencing on the date of
such demand and ending on the date such amount is received. The failure of any
Lender to make available to the Administrative Agent its Pro Rata Share of any
such unreimbursed advance under this Section 9.15 shall neither relieve any
other Lender of its obligation hereunder to make available to the Administrative
Agent such other Lender's Pro Rata Share of such advance on the date such
payment is to be made nor increase the obligation of any other Lender to make
such payment to the Administrative Agent. All outstanding principal of, and
interest on, advances made under this Section 9.15 shall constitute Obligations
secured by the Collateral until paid in full by the Borrower.

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

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

                                   ARTICLE X
                            THE ADMINISTRATIVE AGENT

         10.1. Appointment; Nature of Relationship. Bank One, NA is hereby
appointed by each of the Lenders as its contractual representative (herein
referred to as the "Administrative Agent") hereunder and under each other Loan
Document, and each of the Lenders irrevocably authorizes the Administrative
Agent to act as the contractual representative of such Lender with the rights
and duties expressly set forth herein and in the other Loan Documents. The
Administrative Agent agrees to act as such contractual representative upon the
express conditions contained in this Article X. Notwithstanding the use of the
defined term "Administrative Agent," it is expressly understood and agreed that
the Administrative Agent shall not have any fiduciary responsibilities to any of
the Holders of Secured Obligations by reason of this Agreement or any other Loan
Document and that the Administrative Agent is merely acting as the contractual
representative of the Lenders with only those duties as are expressly set forth
in this Agreement and the other Loan Documents. In its capacity as the Lenders'
contractual representative, the Administrative Agent (i) does not hereby assume
any fiduciary duties to any of the Holders of Secured Obligations, (ii) is a
"representative" of the Holders of Secured Obligations within the meaning of the
term "secured party" as defined in the New York Uniform Commercial Code and
(iii) is acting as an independent contractor, the rights and duties of which are
limited to those expressly set forth in this Agreement and the other Loan
Documents. Each of the Lenders, for itself and on behalf of its Affiliates as
Holders of Secured Obligations, hereby agrees to assert no claim against the
Administrative Agent on any agency theory or any other theory of liability for
breach of fiduciary duty, all of which claims each Holder of Secured Obligations
hereby waives.

<PAGE>

         10.2. Powers. The Administrative Agent shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the
Administrative Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto. The Administrative Agent shall have no
implied duties or fiduciary duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by the Administrative Agent.

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

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

         10.5. Action on Instructions of Lenders. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting,
hereunder and under any other Loan Document in accordance with written
instructions signed by the Required Lenders (or all of the Lenders in the event
that and to the extent that this Agreement expressly requires such), and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders. The Lenders hereby acknowledge that the
Administrative Agent shall be under no duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of this Agreement or any
other Loan Document unless it shall be requested in writing to do so by the
Required Lenders (or all of the Lenders in the event that and to the extent that
this Agreement expressly requires such). The Administrative Agent shall be fully
justified in failing or refusing to take any action hereunder and under any
other Loan Document unless it shall first be indemnified to its satisfaction by
the Lenders pro rata against any and all liability, cost and expense that it may
incur by reason of taking or continuing to take any such action.

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

<PAGE>

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

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

         10.9. Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Unmatured
Default hereunder unless the Administrative Agent has received written notice
from a Lender or the Borrower referring to this Agreement describing such
Default or Unmatured Default and stating that such notice is a "notice of
default". In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give prompt notice thereof to the Lenders.

         10.10. Rights as a Lender. In the event the Administrative Agent is a
Lender, the Administrative Agent shall have the same rights and powers hereunder
and under any other Loan Document with respect to its Revolving Loan Commitment
and its Credit Extensions as any Lender and may exercise the same as though it
were not the Administrative Agent, and the term "Lender" or "Lenders" shall, at
any time when the Administrative Agent is a Lender, unless the context otherwise
indicates, include the Administrative Agent in its individual capacity. The
Administrative Agent and its Affiliates may accept deposits from, lend money to,
and generally engage in any kind of trust, debt, equity or other transaction, in
addition to those contemplated by this Agreement or any other Loan Document,
with the Borrower or any of its Subsidiaries in which the Borrower or such
Subsidiary is not restricted hereby from engaging with any other Person. The
Administrative Agent, in its individual capacity, is not obligated to remain a
Lender.

<PAGE>

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

         10.12. Successor Administrative Agent. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Borrower, such resignation to be effective upon the appointment of a successor
Administrative Agent or, if no successor Administrative Agent has been
appointed, forty-five (45) days after the retiring Administrative Agent gives
notice of its intention to resign. The Administrative Agent may be removed at
any time with or without cause by written notice received by the Administrative
Agent from the Required Lenders, such removal to be (i) subject to, so long as
no Default has occurred and is continuing, the prior written consent of the
Borrower, such consent not to be unreasonably withheld and (ii) effective on the
date specified by the Required Lenders. Upon any such resignation or removal,
the Required Lenders shall have the right to appoint, on behalf of the Borrower
and the Lenders, a successor Administrative Agent. If no successor
Administrative Agent shall have been so appointed by the Required Lenders within
thirty days after the resigning Administrative Agent's giving notice of its
intention to resign, then the resigning Administrative Agent may appoint, on
behalf of the Borrower and the Lenders, a successor Administrative Agent.
Notwithstanding the previous sentence, the Administrative Agent may at any time
without the consent of the Borrower or any Lender, appoint any of its Affiliates
which is a commercial bank as a successor Administrative Agent hereunder. If the
Administrative Agent has resigned or been removed and no successor
Administrative Agent has been appointed, the Lenders may perform all the duties
of the Administrative Agent hereunder and the Borrower shall make all payments
in respect of the Obligations to the applicable Lender and for all other
purposes shall deal directly with the Lenders. No successor Administrative Agent
shall be deemed to be appointed hereunder until such successor Administrative
Agent has accepted the appointment. Any such successor Administrative Agent
shall be a commercial bank having capital and retained earnings of at least
$100,000,000. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the resigning or removed Administrative Agent. Upon the
effectiveness of the resignation or removal of the Administrative Agent, the
resigning or removed Administrative Agent shall be discharged from its duties
and obligations hereunder and under the Loan Documents. After the effectiveness
of the resignation or removal of an Administrative Agent, the provisions of this
Article X shall continue in effect for the benefit of such Administrative Agent
in respect of any actions taken or omitted to be taken by it while it was acting
as the Administrative Agent hereunder and under the other Loan Documents. In the
event that there is a successor to the Administrative Agent by merger, or the
Administrative Agent assigns its duties and obligations to an Affiliate pursuant
to this Section 10.12, then the term "Prime Rate" as used in this Agreement
shall mean the prime rate, base rate or other analogous rate of the new
Administrative Agent.

         10.13. Administrative Agent and Arranger Fees. The Borrower agrees to
pay to the Administrative Agent and the Arranger, for their respective accounts,
the fees agreed to by the Borrower, the Administrative Agent and the Arranger
pursuant to that certain letter agreement dated March 10, 2004, or as otherwise
agreed from time to time.

<PAGE>

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

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

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

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

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

                  (d) Upon any sale or transfer of assets constituting
Collateral which is permitted pursuant to the terms of any Loan Document, or
consented to in writing by the Required Lenders or all of the Lenders, as
applicable, and upon at least five Business Days' prior written request by the
Borrower to the Administrative Agent, the Administrative Agent shall (and is
hereby irrevocably authorized by the Lenders to) execute such documents as may
be necessary to evidence the release of the Liens granted to the Administrative

<PAGE>

Agent for the benefit of the Holders of Secured Obligations herein or pursuant
hereto upon the Collateral that was sold or transferred; provided, however, that
(i) the Administrative Agent shall not be required to execute any such document
on terms which, in the Administrative Agent's opinion, would expose the
Administrative Agent to liability or create any obligation or entail any
consequence other than the release of such Liens without recourse or warranty,
and (ii) such release shall not in any manner discharge, affect or impair the
Secured Obligations or any Liens upon (or obligations of the Borrower or any
Subsidiary in respect of) all interests retained by the Borrower or any
Subsidiary, including (without limitation) the proceeds of the sale, all of
which shall continue to constitute part of the Collateral.

                                   ARTICLE XI
                            SETOFF; RATABLE PAYMENTS

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

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

                                  ARTICLE XII
                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         12.1. Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower, the
Administrative Agent and the Lenders and their respective successors and assigns
permitted hereby, except that (i) the Borrower shall not have the right to
assign its rights or obligations under the Loan Documents without the prior
written consent of each Lender, (ii) any assignment by any Lender must be made
in compliance with Section 12.3, and (iii) any transfer by Participation must be
made in compliance with Section 12.2. Any attempted assignment or transfer by
any party not made in compliance with this Section 12.1 shall be null and void,
unless such attempted assignment or transfer is treated as a participation in
accordance with Section 12.3.2. The parties to this Agreement acknowledge that
clause (ii) of this Section 12.1 relates only to absolute assignments and this
Section 12.1 does not prohibit assignments creating security interests,
including, without limitation, (x) any pledge or assignment by any Lender of all
or any portion of its rights under this Agreement and any Note to a Federal
Reserve Bank, (y) in the case of a Lender which is a Fund, any pledge or
assignment of all or any portion of its rights under this Agreement and any Note

<PAGE>

to its trustee in support of its obligations to its trustee or (z) any pledge or
assignment by any Lender of all or any portion of its rights under this
Agreement and any Note to direct or indirect contractual counterparties in swap
agreements relating to the Loans; provided, however, that no such pledge or
assignment creating a security interest shall release the transferor Lender from
its obligations hereunder unless and until the parties thereto have complied
with the provisions of Section 12.3. The Administrative Agent may treat the
Person which made any Loan or which holds any Note as the owner thereof for all
purposes hereof unless and until such Person complies with Section 12.3;
provided, however, that the Administrative Agent may in its discretion (but
shall not be required to) follow instructions from the Person which made any
Loan or which holds any Note to direct payments relating to such Loan or Note to
another Person. Any assignee of the rights to any Loan or any Note agrees by
acceptance of such assignment to be bound by all the terms and provisions of the
Loan Documents. Any request, authority or consent of any Person, who at the time
of making such request or giving such authority or consent is the owner of the
rights to any Loan (whether or not a Note has been issued in evidence thereof),
shall be conclusive and binding on any subsequent holder or assignee of the
rights to such Loan.

         12.2. Participations.

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

                  12.2.2 Voting Rights. Each Lender shall retain the sole right
         to approve, without the consent of any Participant, any amendment,
         modification or waiver of any provision of the Loan Documents other
         than any amendment, modification or waiver with respect to any Credit
         Extension or Revolving Loan Commitment in which such Participant has an
         interest which would require consent of all of the Lenders pursuant to
         the terms of Section 8.2 or of any other Loan Document.

                  12.2.3 Benefit of Certain Provisions. The Borrower agrees that
         each Participant shall be deemed to have the right of setoff provided
         in Section 11.1 in respect of its participating interest in amounts
         owing under the Loan Documents to the same extent as if the amount of
         its participating interest were owing directly to it as a Lender under
         the Loan Documents, provided that each Lender shall retain the right of
         setoff provided in Section 11.1 with respect to the amount of
         participating interests sold to each Participant. The Lenders agree to
         share with each Participant, and each Participant, by exercising the
         right of setoff provided in Section 11.1, agrees to share with each
         Lender, any amount received pursuant to the exercise of its right of
         setoff, such amounts to be shared in accordance with Section 11.2 as if
         each Participant were a Lender. The Borrower further agrees that each

<PAGE>

         Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4
         and 3.5 to the same extent as if it were a Lender and had acquired its
         interest by assignment pursuant to Section 12.3, provided that (i) a
         Participant shall not be entitled to receive any greater payment under
         Section 3.1, 3.2 or 3.5 than the Lender who sold the participating
         interest to such Participant would have received had it retained such
         interest for its own account, unless the sale of such interest to such
         Participant is made with the prior written consent of the Borrower, and
         (ii) any Participant not incorporated under the laws of the United
         States of America or any State thereof agrees to comply with the
         provisions of Section 3.5 to the same extent as if it were a Lender.

         12.3. Assignments.

                  12.3.1 Permitted Assignments. Any Lender may at any time
         assign to one or more banks or other entities ("Purchasers") all or any
         part of its rights and obligations under the Loan Documents. Such
         assignment shall be evidenced by an agreement substantially in the form
         of Exhibit C or in such other form as may be agreed to by the parties
         thereto (each such agreement, an "Assignment Agreement"). Each such
         assignment with respect to a Purchaser which is not a Lender or an
         Affiliate of a Lender or an Approved Fund shall either be in an amount
         equal to the entire applicable Revolving Loan Commitment, Term Loan
         Commitment and Outstanding Revolving Credit Exposure and/or Term Loans,
         as applicable, of the assigning Lender or (unless each of the Borrower
         and the Administrative Agent otherwise consents) be in an aggregate
         amount not less than $3,000,000. The amount of the assignment shall be
         based on the Revolving Loan Commitment, Term Loan Commitment,
         Outstanding Revolving Credit Exposure (if the Revolving Loan Commitment
         has been terminated) and/or outstanding Term Loans (if the Term Loan
         Commitment has been terminated), as applicable, subject to the
         assignment, determined as of the date of such assignment or as of the
         "Trade Date," if the "Trade Date" is specified in the Assignment
         Agreement.

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

                  12.3.3 Effect; Effective Date. Upon (i) delivery to the
         Administrative Agent of an Assignment Agreement, together with any
         consents required by Sections 12.3.1 and 12.3.2, and (ii) payment of a
         $3,500 fee to the Administrative Agent (such fee not being payable by
         the Borrower) for processing such assignment (unless such fee is waived
         by the Administrative Agent), such assignment shall become effective on
         the effective date specified in such assignment. The Assignment
         Agreement shall contain a representation by the Purchaser to the effect
         that none of the consideration used to make the purchase of the
         Revolving Loan Commitment and Outstanding Revolving Credit Exposure
         and/or Term Loans, as applicable, under the applicable Assignment
         Agreement constitutes "plan assets" as defined under ERISA and that the
         rights and interests of the Purchaser in and under the Loan Documents

<PAGE>

         will not be "plan assets" under ERISA. On and after the effective date
         of such assignment, such Purchaser shall for all purposes be a Lender
         party to this Agreement and any other Loan Document executed by or on
         behalf of the Lenders and shall have all the rights and obligations of
         a Lender under the Loan Documents, to the same extent as if it were an
         original party thereto, and the transferor Lender shall be released
         with respect to the Revolving Loan Commitment and Outstanding Revolving
         Credit Exposure and/or Term Loans, as applicable, assigned to such
         Purchaser without any further consent or action by the Borrower, the
         Lenders or the Administrative Agent. In the case of an assignment
         covering all of the assigning Lender's rights and obligations under
         this Agreement, such Lender shall cease to be a Lender hereunder but
         shall continue to be entitled to the benefits of, and subject to, those
         provisions of this Agreement and the other Loan Documents which survive
         payment of the Obligations and termination of the applicable agreement.
         Any assignment or transfer by a Lender of rights or obligations under
         this Agreement that does not comply with this Section 12.3 shall be
         treated for purposes of this Agreement as a sale by such Lender of a
         participation in such rights and obligations in accordance with Section
         12.2. Upon the consummation of any assignment to a Purchaser pursuant
         to this Section 12.3.3, the transferor Lender, the Administrative Agent
         and the Borrower shall, if the transferor Lender or the Purchaser
         desires that its Loans be evidenced by Notes, make appropriate
         arrangements so that new Notes or, as appropriate, replacement Notes
         are issued to such transferor Lender, if applicable, and new Notes or,
         as appropriate, replacement Notes, are issued to such Purchaser, in
         each case in principal amounts reflecting their respective Revolving
         Loan Commitments (or, if the Revolving Loan Termination Date has
         occurred, their respective Outstanding Revolving Credit Exposure) or
         Term Loan Commitments (or, if the Term Loan Commitments have been
         terminated, outstanding Term Loans), as applicable, as adjusted
         pursuant to such assignment.

                  12.3.4 Register. The Administrative Agent, acting solely for
         this purpose as an agent of the Borrower, shall maintain at one of its
         offices in Salt Lake City, Utah a copy of each Assignment Agreement
         delivered to it and a register for the recordation of the names and
         addresses of the Lenders, and the Revolving Loan Commitments of, and
         principal amounts of the Credit Extensions owing to, each Lender
         pursuant to the terms hereof from time to time (the "Register"). The
         entries in the Register shall be conclusive, and the Borrower, the
         Administrative Agent and the Lenders may treat each Person whose name
         is recorded in the Register pursuant to the terms hereof as a Lender
         hereunder for all purposes of this Agreement, notwithstanding notice to
         the contrary. The Register shall be available for inspection by the
         Borrower at any reasonable time and from time to time upon reasonable
         prior notice.

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

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

<PAGE>

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

                                  ARTICLE XIII
                                     NOTICES

         13.1. Notices; Effectiveness; Electronic Communication

         13.1.1 Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in Section 13.1.2 below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows:

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

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

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

         (iv)     if to a Lender, to it at its address (or telecopier number)
                  set forth in its Administrative Questionnaire.

         Notices sent by hand or overnight courier service, or mailed by
         certified or registered mail, shall be deemed to have been given when
         received; notices sent by telecopier shall be deemed to have been given
         when sent (except that, if not given during normal business hours for
         the recipient, shall be deemed to have been given at the opening of
         business on the next Business Day for the recipient). Notices delivered
         through electronic communications to the extent provided in Section
         13.1.2 below, shall be effective as provided in said Section 13.1.2.

         13.1.2 Electronic Communications. Notices and other communications to
the Lenders and the LC Issuer hereunder may be delivered or furnished by
electronic communication (including e-mail and internet or intranet websites)
pursuant to procedures approved by the Administrative Agent or as otherwise
determined by the Administrative Agent, provided that the foregoing shall not
apply to notices to any Lender or the LC Issuer pursuant to Article II if such
Lender or the LC Issuer, as applicable, has notified the Administrative Agent
that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent or the Borrower may, in its respective
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it or as it
otherwise determines, provided that such determination or approval may be
limited to particular notices or communications. Unless the Administrative Agent
otherwise prescribes, (i) notices and other communications sent to an e-mail
address shall be deemed received upon the sender's receipt of an acknowledgement
from the intended recipient (such as by the "return receipt requested" function,
as available, return e-mail or other written acknowledgement), provided that if

<PAGE>

such notice or other communication is not given during the normal business hours
of the recipient, such notice or communication shall be deemed to have been
given at the opening of business on the next Business Day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its
e-mail address as described in the foregoing clause (i) of notification that
such notice or communication is available and identifying the website address
therefor.

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

                                  ARTICLE XIV
         COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION

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

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

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

         15.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.

         15.2. CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE
COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL
LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE LC ISSUER, ANY LENDER OR ANY
HOLDER OF SECURED OBLIGATIONS TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE
COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST THE ADMINISTRATIVE AGENT, THE LC ISSUER, ANY LENDER OR ANY HOLDER OF
SECURED OBLIGATIONS OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, THE LC ISSUER,
ANY LENDER OR ANY HOLDER OF SECURED OBLIGATIONS INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK CITY, NEW YORK.

<PAGE>

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



                            [Signature Pages Follow]



<PAGE>

                                SIGNATURE PAGE TO
                             HEADWATERS INCORPORATED
                                CREDIT AGREEMENT
                                   MARCH 2004

                                SIGNATURE PAGE TO
                             HEADWATERS INCORPORATED
                                CREDIT AGREEMENT
                                   MARCH 2004

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



                           HEADWATERS INCORPORATED
                            as the Borrower


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




                           BANK ONE, NA (MAIN
                           OFFICE CHICAGO), as a
                           Lender, as Swing Line
                           Lender, as LC Issuer,
                           and as Administrative
                           Agent


                           By:    /s/ Tony C. Nielsen
                                 -----------------------------------------------
                           Name: Tony C. Nielsen
                           Title:First Vice President
                                 80 West Broadway, Suite 200
                                 Salt Lake City, Utah  84101
                                 Attention:   Tony C. Nielsen
                                 Telephone:  (801) 481-5004
                                 FAX:  (801) 481-5031
                                 email:  tony_c_nielsen@bankone.com

<PAGE>

                           WELLS FARGO BANK, NA, as a Lender


                           By:    /s/ Troy Akagi
                                 -----------------------------------------------
                           Name: Troy Akagi
                           Title:Vice President
                                 299 South Main Street
                                 4th Floor - MAC U1228-042
                                 Salt Lake City, Utah  84111
                                 Attention:   Troy Akagi
                                 Telephone:  (801) 246-1034
                                 FAX:   (801) 332-8555
                                 email:  akagit@wellsfargo.com



<PAGE>

                           ZIONS FIRST NATIONAL BANK, as a Lender


                           By:    /s/ Tracy A. Groll
                                 -----------------------------------------------
                           Name: Tracy A. Groll
                           Title:Vice President
                                 One South Main Street
                                 Suite 1500
                                 Salt Lake City, Utah  84111
                                 Attention:   Tracy A. Groll
                                 Telephone:  (801) 594-8093
                                 FAX:   (801) 524-2136
                                 email:  tgroll@zionsbank.com

<PAGE>

                               COMMITMENT SCHEDULE


                           Revolving Loan Commitments


                            Amount of Revolving         % of Aggregate Revolving
Lender                        Loan Commitment                 Loan Commitment
------                      -------------------         ------------------------

Bank One, NA                   $25,000,000                           50%

Wells Fargo Bank, NA           $12,500,000                           25%

Zions First National Bank      $12,500,000                           25%
                               -----------                          ---
TOTAL                          $50,000,000.00                       100%






                              Term Loan Commitments
                            Amount of Term                  % of Aggregate Term
Lender                      Loan Commitment                   Loan Commitment
------                      ---------------                 -------------------
Bank One, NA                   $25,000,000                           50%

Wells Fargo Bank, NA           $12,500,000                           25%

Zions First National Bank      $12,500,000                           25%
                               -----------                          ---
TOTAL                          $50,000,000.00                       100%


<PAGE>

                                PRICING SCHEDULE

====================== ============= ============= ============== ==============
APPLICABLE             LEVEL I       LEVEL II      LEVEL III      LEVEL IV
MARGIN                 STATUS        STATUS        STATUS         STATUS
---------------------- ------------- ------------- -------------- --------------
Eurodollar Rate        1.75%         2.00%         2.25%          2.50%
Floating Rate          0.25%         0.50%         0.75%          1.00%
====================== ============= ============= ============== ==============

====================== ============= ============= ============== ==============
APPLICABLE FEE         LEVEL I       LEVEL II      LEVEL III      LEVEL IV
RATE                   STATUS        STATUS        STATUS         STATUS
---------------------- ------------- ------------- -------------- --------------
Commitment Fee         0.250%        0.325%        0.375%         0.500%
====================== ============= ============= ============== ==============


         For the purposes of this Schedule, the following terms have the
following meanings, subject to the final paragraph of this Schedule:

         "Financials" means the annual or quarterly financial statements of the
Borrower delivered pursuant to Section 6.1.1 or 6.1.2.

         "Level I Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, the
Total Leverage Ratio is less than or equal to 1.0 to 1.0.

         "Level II Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status and (ii) the Total Leverage
Ratio is less than or equal to 1.5 to 1.0.

         "Level III Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status or Level II Status and (ii)
the Total Leverage Ratio is less than or equal to 2.0 to 1.0.

         "Level IV Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, the
Borrower has not qualified for Level I Status or Level II Status or Level III
Status.

         "Status" means either Level I Status, Level II Status, Level III Status
or Level IV Status.

         The Applicable Margin and Applicable Fee Rate shall be determined in
accordance with foregoing table based on the Borrower's Status as reflected in
the then most recent Financials. Adjustments, if any, to the Applicable Margin
or Applicable Fee Rate shall be effective five Business Days after the
Administrative Agent has received the applicable Financials. If the Borrower
fails to deliver the Financials to the Administrative Agent at the time required

                                       2
<PAGE>

pursuant to Section 6.1, then the Applicable Margin and Applicable Fee Rate
shall be the highest Applicable Margin and Applicable Fee Rate set forth in the
foregoing table until five days after such Financials are so delivered.

         Notwithstanding the foregoing, Level III Status shall be deemed to be
applicable until five (5) Business Days after the Administrative Agent's receipt
of the applicable Financials for the Borrower's fiscal quarter ending on or
about June 30, 2004 (unless such Financials demonstrate that Level IV should
have been applicable during such period, in which case Level IV shall be deemed
to be applicable during such period) and adjustments to the Applicable Margin
and Applicable Fee Rate shall thereafter be effected in accordance with the
preceding paragraph.

                                       3
<PAGE>

                                 SCHEDULE 1.1(A)

                          EXCESS CASH FLOW ADJUSTMENTS

Proceeds from escrows established in Amended and Restated License and Binder
Purchase Agreements dated 3 February 1998, as amended, between Covol
Technologies, Inc. and each of:

         PC West Virginia Synthetic Fuel #1, LLC
         PC West Virginia Synthetic Fuel #2, LLC
         PC West Virginia Synthetic Fuel #3, LLC
         PC Virginia Synthetic Fuel #1, LLC


<PAGE>

                                 SCHEDULE 1.1(B)

                              INITIAL ACQUISITIONS


Southwest Concrete Products, LP and its affiliate, Sand Express, LP


<PAGE>

                                 SCHEDULE 1.1(C)

                             SUBORDINATION TERMS RE.
                       PERMITTED SUBORDINATED INDEBTEDNESS

                  1. Definition of Senior Debt. In the subordinated debt
documents, senior debt will be defined to include (i) all amounts owing under
the Credit Agreement and Loan Documents, including all principal, interest,
fees, expenses, amounts payable under reimbursement obligations in connection
with letters of credit and post-petition interest at the rate prescribed in the
Credit Agreement whether or not allowed or allowable in a bankruptcy case, (ii)
all amounts owing with respect to foreign exchange and interest rate and other
hedging agreements between the Borrower and any Holders of Secured Obligations,
(iii) all amounts owing under agreements refinancing the Credit Agreement, or
amendments of the Credit Agreement, including amendments that increase the
principal amount of senior debt. The amount of senior debt (exclusive of amounts
due under foreign exchange and interest rate and other hedging agreements) may
be restricted to an amount not less than $120,000,000, which may be reduced by
repayments of the Term Loans.

                  2. Subordination Provisions: Bankruptcy. If the Borrower
commences a bankruptcy case or similar insolvency proceeding, including any
marshaling of assets, no payments may be made to or retained by the holders of
subordinated debt until the senior debt has been paid in full, provided,
however, the holders of subordinated debt may receive and retain securities
issued in connection with a reorganization proceeding under any applicable
bankruptcy law provided such securities are subordinated to any securities held
by the holders of the senior debt at least to the same extent as the original
subordinated debt was subordinated to the original senior debt.

                  3. Blockage Provisions. If the Borrower defaults in the
payment of amounts due under the Credit Agreement, no payments may be made to or
retained by the holders of subordinated debt until the senior debt has been paid
in full. Blockage upon such a payment default is of unlimited duration unless
the payment default is waived or cured. If a default other than a payment
default occurs under the Credit Agreement, the Holders of Secured Obligations
are permitted to block any payments on the subordinated debt by providing a
written notice of such default to the agent or trustee for the holders of the
subordinated debt. Blockage upon a default other than a payment default can be
limited to a period of 179 days with only one such blockage period being
permitted in any 365-day period.

                  4. Enforcement Rights. The holders of subordinated debt may
not accelerate their claims and enforce them until ten days after written notice
to the Administrative Agent. The holders of subordinated debt would be required
to turn over payments received in the event of any such acceleration or
enforcement to the holders of senior debt.

<PAGE>

                  5. Interest Rate and Maturity. The subordinated debt cannot
accrue interest at a rate in excess of 4.00% per annum and cannot mature until
November 30, 2008. Any prepayments of principal to holders of subordinated debt
and any redemption or defeasance of the subordinated debt are prohibited until
the earlier of (i) November 30, 2008 or (ii) such time as the senior debt is
paid in full.

                  6. Covenants. Financial covenants similar to those in the
Credit Agreement are permitted provided they require financial performance no
greater than 85% of the comparable levels required by the senior debt
agreements. Subordinated debt documents may include a mandatory prepayment or
put upon a change in control, or a sale of substantially all of the assets of
the Borrower, or in the event of a transaction (whether by means of an exchange
offer, liquidation, tender offer, consolidation, merger, combination, or
otherwise) in connection with which more than 90% of the Borrower's common stock
is exchanged for, converted into, acquired for consideration, of which more than
10% is not common stock, or other certificates representing common equity
interests that are listed, or immediately after the transaction will be listed,
on a United States national securities exchange, or are approved for quotation,
or immediately after the transaction will be approved for quotation, on the
Nasdaq National Market. Mandatory prepayments upon the sale of assets must be
subject and subordinate to the mandatory prepayment provisions in the Credit
Agreement.

                  7. Default Provisions in Subordinated Debt. Default provisions
in the subordinated debt documents may contain cross acceleration provisions but
not cross default provisions.

                                       2
<PAGE>

                                 SCHEDULE 1.1(D)

                             SPECIFIED ACQUISITIONS


VFL Technology Corporation

Eldorado Stone, LLC and affiliates


<PAGE>

                                  SCHEDULE 2.20

                           EXISTING LETTERS OF CREDIT

Letter of Credit no. 7410378 dated January 21, 2003, as amended, issued by Bank
of America, NA in favor of Dow Reichold Specialty Laytex LLC in the face amount
of $1,500,000.

Letter of Credit no. 7410360 dated September 19, 2002 issued by Bank of America,
NA in favor National Union Fire Insurance Company and other parties named
therein as beneficiaries in the face amount of $470,000.

<PAGE>

                                  SCHEDULE 5.7

                                   LITIGATION

Boynton, et al v. Headwaters, Inc. et al, U.S. Dist. Ct. W.D. Tenn., Civ. No.
1-02-1111, filed 2002.

In October 1998, Headwaters entered into a technology purchase agreement with
James G. Davidson and Adtech, Inc. The transaction transferred certain patent
and royalty rights to Headwaters related to a synthetic fuel technology invented
by Davidson. (This technology is distinct from the technology developed by
Headwaters.) This action is factually related to an earlier action brought by
certain purported officers and directors of Adtech, Inc. That action was
dismissed by the United States District Court for the Western District of
Tennessee and the District Court's order of dismissal was affirmed on appeal. In
the current action, the allegations arise from the same facts, but the claims
are asserted by certain purported stockholders of Adtech. In June 2002,
Headwaters received a summons and complaint from the United States District
Court for the Western District of Tennessee alleging, among other things, fraud,
conspiracy, constructive trust, conversion, patent infringement and interference
with contract arising out of the 1998 technology purchase agreement entered into
between Davidson and Adtech on the one hand, and Headwaters on the other. The
complaint seeks declaratory relief and compensatory and punitive damages. The
District Court has dismissed all claims against Headwaters except conspiracy and
constructive trust.

AGTC v. Headwaters Incorporated, American Arbitration Association, Salt Lake
City, Utah, No. 81 181 031 02, filed 2002.

In March 1996, Headwaters entered into an agreement with AGTC and its associates
for certain services related to the identification and selection of synthetic
fuel projects. In March 2002, AGTC filed an arbitration demand in Salt Lake
City, Utah claiming that it is owed commissions under the 1996 agreement for 8%
of the revenues received by Headwaters from the Port Hodder project. Headwaters
asserts that AGTC did not perform under the agreement and that the agreement was
terminated and the disputes were settled in July 1996. Headwaters has filed an
answer in the arbitration, denying AGTC's claims and has asserted counterclaims
against AGTC.

Headwaters Incorporated v. AJG Financial Services, Inc., Fourth Dist. Ct., State
of Utah, No. 000403381, 2000.

In December 1996, Headwaters entered into a technology license and proprietary
chemical reagent sale agreement with AJG Financial Services, Inc. The agreement
called for AJG to pay royalties and to purchase proprietary chemical reagent
material from Headwaters. In October 2000, Headwaters filed a complaint in the
Fourth District Court for the State of Utah against AJG alleging that it had
failed to make payments and to perform other obligations under the agreement.

<PAGE>

Headwaters asserts claims including breach of contract, declaratory judgment,
unjust enrichment and accounting and seeks money damages as well as other
relief. AJG's answer to the complaint denied Headwaters' claims and asserted
counter-claims based upon allegations of misrepresentation and breach of
contract. AJG seeks compensatory damages as well as punitive damages. Headwaters
has denied the allegations of AJG's counter-claims.

                                       2
<PAGE>
<TABLE>
<CAPTION>
                                                          SCHEDULE 5.8

                                                          SUBSIDIARIES

------------------------------------- ----------------------- ------------------- ------------------ -------------- ---------------
                                                                                                       Number of    Percentage of
                                                               Class of Equity    Number of Shares      Shares        its Equity
                Name                       Jurisdiction            Interest          Authorized       Outstanding   Interest Owned
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
<S>                                    <C>                    <C>                 <C>                <C>              <C>
Headwaters Olysub Corporation                Delaware            Common Stock          1, 000             100             100
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
ISG Resources, Inc.                            Utah              Common Stock         8,000,000           100             100
                                                               Preferred Stock        2,000,000            0
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
Best Masonry  & Tool Supply, Inc.             Texas              Common Stock          100,000           1,000            100
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
Lewis W. Osborne, Inc.                      California           Common Stock          25,000            12,296           100
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
United Terrazzo Supply Co., Inc.            California           Common Stock            800               16             100
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
Magna Wall, Inc.                              Texas              Common Stock         1,000,000          1,000            100
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
ISG Canada Limited                     Canada, province of       Common Stock         Unlimited           100             100
                                          New Brunswick
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
ISG Manufactured Products, Inc.                Utah              Common Stock        20,000,000          1,000            100
                                                               Preferred Stock       10,000,000            0
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
ISG Int'l FSC, Inc.                            Guam              Common Stock             1                1              100
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
ISG Services Corporation (f/k/a ISG            Utah              Common Stock            100              100             100
Capital Corporation)
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
ISG Partner, Inc.                              Utah              Common Stock        20,000,000           100             100
                                                               Preferred Stock       10,000,000            0
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
ISG Swift Crete, Inc.                          Utah              Common Stock        10,000,000           100             100
                                                               Preferred Stock       20,000,000            0
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
Don's Building Supply, L.P.                   Texas              Partnership             --                --             100
                                                                   Interest
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------

<PAGE>
<CAPTION>
------------------------------------- ----------------------- ------------------- ------------------ -------------- ---------------
                                                                                                       Number of    Percentage of
                                                               Class of Equity    Number of Shares      Shares        its Equity
                Name                       Jurisdiction            Interest          Authorized       Outstanding   Interest Owned
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
<S>                                    <C>                    <C>                 <C>                <C>              <C>
Palestine Concrete Tile Company,              Texas              Partnership             --                --             100
L.P.                                                               Interest
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
FlexCrete Building Systems, L.C.               Utah                 Units                --                --             90
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
Headwaters Technology Innovation               Utah              Common Stock            100              100             100
Group, Inc.
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
Hydrocarbon Technologies  of           Canada, province of     Class A (Common        Unlimited        1,000,000          100
Canada, Inc.                                 Alberta               Voting)
                                                               Class B (Common        Unlimited            0
                                                                 Non-Voting)
                                                                   Class C            Unlimited            0
                                                                  (Preferred
                                                              Redeemable Voting)
                                                              Class D Preferred       Unlimited            0
                                                              Redeemable Voting
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
Headwaters NanoKinetix, Inc.                   Utah              Common Stock            100              100             100
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
Headwaters Clean Coal Corp.                    Utah              Common Stock            100              100             100
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
HTI Chemical Sub, Inc. (f/k/a               New Jersey           Common Stock         1,000,000           100             100
Chemsampco, Inc.)
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
Hydrocarbon Technologies, Inc.                 Utah              Common Stock            100              100             100
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
Covol Services Corporation                     Utah              Common Stock            100              100             100
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
Global Climate Reserve Corporation             Utah              Common Stock            100              100             100
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
ISG Liberty, Inc.                              Utah              Common Stock            100              100             100
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
American Construction Materials,               Utah              Common Stock            100              100             100
Inc.
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
ACM Georgia, Inc.                            Georgia             Common Stock            100              100             100
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
Headwaters Heavy Oil, Inc.                     Utah              Common Stock            100              100             90
------------------------------------- ----------------------- ------------------- ------------------ --------------- --------------
</TABLE>
                                                                       2
<PAGE>

                                  SCHEDULE 6.10

                          PERMITTED RESTRICTED PAYMENTS

1995 Stock Option Plan
2000 Employee Stock Purchase Plan
2002 Stock Incentive Plan
2003 Stock Incentive Plan
Headwaters Heavy Oil, Inc. stock purchase


<PAGE>

                                SCHEDULE 6.13(A)

                         SECURITIES ACCOUNTS INVESTMENTS

UBS
One Commercial Place, 11th Floor
Norfolk, VA  23510
----------------- ------------------------------------ -------------------
Account           Description                          Approx. Current
                                                       Value
----------------- ------------------------------------ -------------------
VN23463           Government Securities,
                  Mortgage Backed Securities           $1,100,000
----------------- ------------------------------------ -------------------
VN23464           HDWTRS common stock                  $2,500,000
----------------- ------------------------------------ -------------------
VN24917           HDWTRS common stock                  $8,000,000
----------------- ------------------------------------ -------------------
VN25717           Foreign Equities                     $200,000
----------------- ------------------------------------ -------------------
VN25718           U.S. Equities                        $250,000
----------------- ------------------------------------ -------------------
VN28871           Money Market Funds,
                  Government Securities,
                  Mortgage Backed Securities           $37,000,000
----------------- ------------------------------------ -------------------

<PAGE>

                                SCHEDULE 6.13(B)

                           NON-SUBSIDIARY INVESTMENTS


Environmental Technologies Group, Inc., 50 % membership interest

<PAGE>

                                SCHEDULE 6.14(B)

             SUBORDINATION PROVISIONS RE. INTERCOMPANY INDEBTEDNESS

Notwithstanding any provision contained in this [Note] to the contrary, the
indebtedness (principal, interest (including, without limitation, any such
interest accruing subsequent to the filing by or against the Headwaters
Incorporated or any subsidiary (collectively, "Loan Parties") of any proceeding
brought under any applicable bankruptcy or insolvency law, including, without
limitation, Chapter 11 of the United States Bankruptcy Code (11 U.S.C. Section
100 et seq.), whether or not such interest is allowed as a claim pursuant to the
provisions of any such applicable law), collection costs and expenses and other
amounts) of [identify Borrower or Subsidiary] to the holder of this Note
evidenced by or arising under or in respect of this Note (collectively, the
"Subordinated Indebtedness") is and shall at all times be wholly subordinate and
junior in right of payment to any and all other present and future indebtedness
(principal, premium, if any, interest (including, without limitation, any such
interest accruing subsequent to the filing by or against any Loan Party of any
proceeding brought under any applicable bankruptcy or insolvency law, including,
without limitation, Chapter 11 of the United States Bankruptcy Code (11 U.S.C.
Section 100 et seq.), whether or not such interest is allowed as a claim
pursuant to the provisions of any such applicable law), fees, collection costs
and expenses and/or other amounts), liabilities and obligations (including,
without limitation, letter of credit reimbursement obligations) of any Loan
Party for or with respect to borrowed money, letters of credit and/or interest
rate swaps and/or hedges which is incurred under or in connection with that
certain Credit Agreement dated as of March 31, 2004 by and among Headwaters
Incorporated, certain lenders party thereto and Bank One, NA as administrative
agent, as the same may be amended, restated, supplemented or otherwise modified
from time to time (collectively, the "Senior Indebtedness"), in the manner and
with the force and effect hereinafter set forth:

                  (a) in the event of (i) any liquidation, dissolution or other
         winding up of any Loan Party, voluntary or involuntary, (ii) any
         receivership, insolvency, bankruptcy, liquidation, readjustment,
         reorganization, composition or other similar proceeding relative to any
         Loan Party or its property, (iii) any general assignment by any Loan
         Party for the benefit of creditors or (iv) any distribution, division,
         marshaling or application of any of the properties or assets of any
         Loan Party or the proceeds thereof to creditors, voluntary or
         involuntary, and whether or not involving legal proceedings, then and
         in any such event:

                           (A) all principal, premium, if any, interest
                  (including, without limitation, any such interest accruing
                  subsequent to the filing by or against any Loan Party of any
                  proceeding brought under any applicable bankruptcy or
                  insolvency law, including, without limitation, Chapter 11 of
                  the United States Bankruptcy Code (11 U.S.C. Section 100 et
                  seq.)), whether or not such interest is allowed as a claim
                  pursuant to the provisions of any such applicable law), fees,
                  collection costs and expenses and other amounts owing on or in

<PAGE>

                  respect of any of the Senior Indebtedness shall first be paid
                  in full in cash before any payment or distribution of any kind
                  or character, whether in cash, property or securities (other
                  than in securities, including equity securities, or other
                  evidences of indebtedness, the payment of which is
                  unconditionally subordinated to the payment of all of the
                  Senior Indebtedness which may at the time be outstanding)
                  shall be made on any of the Subordinated Indebtedness;

                           (B) all of the Subordinated Indebtedness shall
                  forthwith become due and payable, and any payment or
                  distribution of any kind or character, whether in cash,
                  property or securities (other than in securities, including
                  equity securities or other evidences of indebtedness, the
                  payment of which is unconditionally subordinated to the
                  payment of all of the Senior Indebtedness which may at the
                  time be outstanding), which would otherwise (but for the terms
                  hereof) be payable or deliverable in respect of the
                  Subordinated Indebtedness, shall be paid or delivered, pro
                  rata, directly to, or for the account of, the holders of the
                  Senior Indebtedness, for application to the payment of the
                  Senior Indebtedness until all of the Senior Indebtedness shall
                  have been paid in full in cash, and the holder(s) of this Note
                  irrevocably authorize, empower and direct all receivers,
                  trustees, liquidators, conservators, fiscal agents and others
                  having authority in the premises to effect all such payments
                  and deliveries; and

                           (C) notwithstanding the foregoing provisions, if for
                  any reason whatsoever any payment or distribution of any kind
                  or character, whether in cash, property or securities (other
                  than in securities, including equity securities or other
                  evidences of indebtedness, the payment of which is
                  unconditionally subordinated to the payment of all of the
                  Senior Indebtedness which may at the time be outstanding), be
                  received by a holder of this Note before all of the Senior
                  Indebtedness is paid in full in cash, such payment or
                  distribution shall be held in trust for the benefit of, and
                  shall immediately paid or delivered by such holder to, as the
                  case may be, the holders of such Senior Indebtedness remaining
                  unpaid, pro rata, for application to the payment of the Senior
                  Indebtedness until all of the Senior Indebtedness shall have
                  been paid in full in cash;

                  (b) in the event either (i) any default in respect of the
         payment of any principal of, premium on, if any, interest on or other
         amount owing with respect to any of the Senior Indebtedness shall have
         occurred and be continuing or (ii) any other default on or with respect
         to any of the Senior Indebtedness as a result of which the holder(s)
         thereof shall then be entitled to accelerate such Senior Indebtedness
         shall have occurred and be continuing or would be created by or result

                                       2
<PAGE>

         from a payment described in clause (A) or (B) below, then, unless and
         until all of the Senior Indebtedness shall have been paid in full in
         cash, no Loan Party will not, directly or indirectly, make or agree to
         make, and the holder(s) of this Note will not demand, accept or
         receive, (A) any payment in cash, property, securities (other than in
         securities, including equity securities or other evidences of
         indebtedness, the payment of which is unconditionally subordinated to
         the payment of all of the Senior Indebtedness which may at the time be
         outstanding) or otherwise, direct or indirect, of or on account of any
         principal of, interest on or other amount owing with respect to any of
         the Subordinated Indebtedness or (B) any payment for the purpose of any
         redemption, purchase or other acquisition, direct or indirect, of any
         of the Subordinated Indebtedness, and no such payments shall be due or
         payable;

                  (c) if any payment or distribution of any kind or character
         (whether in cash, securities or other property) or any security shall
         be received by any holder(s) of this Note in contravention of any of
         the terms of this Note, such payment or distribution or security shall
         be held in trust for the benefit of, and shall be paid over or
         delivered and transferred to, the holders of the Senior Indebtedness,
         pro rata, for application to the payment of all of the Senior
         Indebtedness remaining unpaid, to the extent necessary to pay all such
         Senior Indebtedness in full in cash. In the event of the failure of any
         holder of this Note to endorse or assign any such payment, distribution
         or security, any holder of the Senior Indebtedness is hereby
         irrevocably authorized to endorse or assign the same;

                  (d) without the prior written consent of each holder of Senior
         Indebtedness, the holder(s) of this Note shall have no right to enforce
         payment of any of the Subordinated Indebtedness against any Loan Party,
         or to otherwise take any action against any Loan Party or any property
         or assets of any Loan Party (including, without limitation, any
         property or assets of any Loan Party pledged as collateral to secure
         any of the Senior Indebtedness) unless and until all of the Senior
         Indebtedness shall have been paid in full in cash;

                  (e) the holder(s) of this Note undertake and agree for the
         benefit of each holder of Senior Indebtedness to execute, verify,
         deliver and file any proofs of claim within fifteen (15) days before
         the expiration of the time to file the same which any holder of Senior
         Indebtedness may at any time require in order to prove and realize upon
         any rights or claims pertaining to the Subordinated Indebtedness and to
         effectuate the full benefit of the subordination contained herein; and
         upon failure of the holder(s) of this Note so to do, any such holder of
         Senior Indebtedness shall be deemed to be irrevocably appointed the
         agent and attorney-in-fact of the holder(s) of this Note to execute,
         verify, deliver and file any such proofs of claim;

                  (f) the subordination effected by the foregoing provisions and
         the rights created thereby in favor of the holders of the Senior
         Indebtedness shall not be affected by (i) any amendment, modification,
         extension, renewal, restatement or replacement of, increase in or

                                       3
<PAGE>

         addition or supplement to any of the Senior Indebtedness or any
         instrument or agreement relating thereto, (ii) any exercise or
         nonexercise of any right, power or remedy under or in respect of any of
         the Senior Indebtedness or any instrument or agreement relating thereto
         or (iii) the giving or denial of any waiver, consent, release,
         indulgence, extension, renewal, modification or delay or the taking or
         nontaking of any other action, inaction or omission, in respect of any
         of the Senior Indebtedness or any instrument or agreement relating
         thereto or to any securities relating thereto or any guarantee thereof,
         whether or not any holder(s) of this Note shall have had notice or
         knowledge of any of the foregoing;

                  (g) the foregoing provisions are solely for the purpose of
         defining the relative rights of the holders of the Senior Indebtedness
         on the one hand, and the holder(s) of this Note on the other hand, and
         nothing herein shall impair, as between any Loan Party and the
         holder(s) of this Note, the obligation of such Loan Party which is
         unconditional and absolute, to pay the principal, interest and other
         amounts owing on or in respect of the Subordinated Indebtedness in
         accordance with the terms of this Note, nor shall anything herein
         prevent the holder(s) of this Note from exercising all remedies
         otherwise permitted by applicable law or under this Note, subject in
         all events to the rights of the holders of the Senior Indebtedness as
         herein provided for; and

                  (h) the provisions of this sixth paragraph of this Note (i)
         may not be amended without the prior written consent of each holder of
         Senior Indebtedness, (ii) shall be continuing, irrevocable and binding
         on the holder(s) of this Note and their respective heirs, executors,
         personal representatives, successors and assigns and (iii) shall inure
         to the benefit of the holders of the Senior Indebtedness and their
         respective successors and assigns.

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                                          SCHEDULE 6.15

                                                         EXISTING LIENS

UCC FINANCING STATEMENTS

------------------- ------------------------------- ------------------------------- --------------------------- --------------------
STATE                DEBTOR                          CREDITOR                        FILE DATE                   FILE NUMBER
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
<S>                 <C>                             <C>                             <C>                         <C>
Texas                Best Masonry & Tool Supply      NMHG Financial Services,        4/7/2000                    471146
                     Inc.                            Inc.
                                                                                     Expires 4/7/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                Best Masonry & Tool Supply      John Deere Construction         4/9/2002                    20025827147
                     Inc.                            Equipment Company
                                                                                     Expires 4/9/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                Best Masonry & Tool Supply      De Lage Landen Financial        6/16/2003                   30031359650
                     Inc.                            Services, Inc.
                                                                                     Expires 6/16/2008
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                Best Masonry & Tool Supply      De Lage Landen Financial        6/16/2003                   30031359872
                     Inc.                            Services, Inc.
                                                                                     Expires 6/16/2008
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 Best Masonry & Tool Supply      Wells Fargo Equipment           8/31/2001                   2853200121
                     ISG Resources, Inc.             Finance, Inc.
                                                                                     Expires 8/31/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 Best Masonry & Tool Supply      Wells Fargo Equipment           8/31/2001                   2854200122
                     ISG Resources, Inc.             Finance, Inc.
                                                                                     Expires 8/31/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------

<PAGE>
<CAPTION>
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
STATE                DEBTOR                          CREDITOR                        FILE DATE                   FILE NUMBER
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
<S>                 <C>                             <C>                             <C>                         <C>
Utah                 Best Masonry & Tool Supply      John Deere Construction &       5/10/2002                   187186200235
                                                     Forestry Company
                                                                                     Expires 5/10/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                Don's Building Supply, Inc.     Toyota Motor Credit             12/8/1999                   9900243840
                                                     Corporation
                                                                                     Expires 12/8/2004
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                Don's Building Supply, Inc.     Toyota Motor Credit             12/8/1999                   9900243845
                                                     Corporation
                                                                                     Expires 12/8/2004
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 Environmental Technology        Keycorp Leasing Ltd.            6/5/1995                    95-441148
                     Group, LLC
                                                                                     Expires 3/22/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 Environmental Technology        Keycorp Leasing Ltd.            8/10/1995                   95-449066
                     Group, LLC
                                                                                     Expires 8/10/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 Headwaters Incorporated         Revco Leasing                   5/7/2001                    01-714395

                                                                                     Expires 5/7/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 Headwaters Incorporated         Zions Credit Corporation        3/7/2003                    211544200331

                                                                                     Expires 3/7/2008
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 Headwaters Incorporated         Revco Leasing                   5/16/2003                   216588200335

                                                                                     Expires 5/16/2008
------------------- ------------------------------- ------------------------------- --------------------------- --------------------

                                                               2
<PAGE>
<CAPTION>
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
STATE                DEBTOR                          CREDITOR                        FILE DATE                   FILE NUMBER
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
<S>                 <C>                             <C>                             <C>                         <C>
Utah                 Headwaters Incorporated         Revco Leasing                   1/7/2004                    234774200439

                                                                                     Expires 1/7/2009
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
New Jersey           Hydrocarbon Technologies,       Newcourt Leasing Corporation    5/6/1999                    1905005
                     Inc.
                                                                                     Expires 5/6/2004
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
New Jersey           Hydrocarbon Technologies,       ABB Structured Finance          9/18/2002                   21225819
                     Inc.                            (Americas) Inc.
                                                                                     Expires 9/18/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
New Jersey           Hydrocarbon Technologies,       Ricoh Business Systems, Inc.    2/10/2003                   21432859
                     Inc.
                                                                                     Expires 2/10/2008
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 Industrial Services Group       Bank of America, N.A. (fka      6/6/2000                    00-679710
                                                     NationsBank)
                                                                                     Expires 6/6/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 Industrial Services Group       Dell Financial Services LP      5/2/2001                    01-713962

                                                                                     Expires 5/2/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 Industrial Services Group       Dell Financial Services LP      6/21/2001                   01-718734

                                                                                     Expires 6/21/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------

                                                               3
<PAGE>
<CAPTION>
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
STATE                DEBTOR                          CREDITOR                        FILE DATE                   FILE NUMBER
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
<S>                 <C>                             <C>                             <C>                         <C>
Utah                 Industrial Services Group       Dell Financial Services LP      8/16/2001                   1370200115

                                                                                     Expires 8/16/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 Industrial Services Group       Dell Financial Services LP      10/1/2001                   166446200134

                                                                                     Expires 10/1/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                ISG Partners, Ltd.              H.E.B. Investment and           2/5/2001                    100021279
                                                     Retirement Plan Trust
                                                                                     Expires 2/6/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Arkansas             ISG Resources, Inc              Associates Leasing Inc          9/3/1999                    1205855

                                                                                     Expires 9/3/2004
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
California           ISG Resources, Inc.             Associates Leasing              6/1/2000                    2000-16061028

                                                                                     Expires 6/1/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
California           ISG Resources, Inc.             Zions Credit Corporation        5/1/2001                    2001-12760394

                                                                                     Expires 5/1/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Georgia              ISG Resources, Inc.             Wells Fargo Financial           5/25/2000                   330-2000-007256
                                                     Leasing, Inc.
                                                                                     Expires 5/25/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Michigan             ISG Resources, Inc.             Fidelity Leasing Inc.           4/4/2000                    D638377

                                                                                     Expires 4/4/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------

                                                               4
<PAGE>
<CAPTION>
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
STATE                DEBTOR                          CREDITOR                        FILE DATE                   FILE NUMBER
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
<S>                 <C>                             <C>                             <C>                         <C>
Michigan             ISG Resources Inc               Williams Scotsman, Inc.         5/24/2000                   D657601

                                                                                     Expires 5/24/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Minnesota            ISG Resources, Inc.             Progressive Rail                11/30/2000                  2278764
                     Associated Bank                 Incorporated
                     Minnesota                                                       Expires 11/30/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Mississippi          ISG Resources Inc               Associates Leasing Inc          9/25/2000                   1466406

                                                                                     Expires 9/25/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Mississippi          ISG Resources Inc               Great Southern Tractor          10/20/2000                  1473241
                                                     Company
                                                                                     Expires 10/20/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Mississippi          ISG Resources Inc               Great Southern Tractor &        11/27/2000                  1481984
                                                     Company
                                                                                     Expires 11/27/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
North Dakota         ISG Resources, Inc.             Associates Leasing, Inc.        6/2/2000                    00-000946256

                                                                                     Expires 6/2/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Ohio                 ISG Resources Inc.              Associates Leasing Inc          6/2/2000                    AP0244587

                                                                                     Expires 6/2/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------

                                                               5
<PAGE>
<CAPTION>
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
STATE                DEBTOR                          CREDITOR                        FILE DATE                   FILE NUMBER
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
<S>                 <C>                             <C>                             <C>                         <C>
Texas                ISG Resources, Inc.             Toyota Motor Credit Corp.       4/23/1999                   9900081739

                                                                                     Expires 4/23/2004
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                ISG Resources, Inc.             Associates Leasing, Inc.        5/11/1999                   9900091664

                                                                                     Expires 5/12/2009
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                ISG Resources, Inc.             Nationsbanc Leasing             5/25/1999                   99000102953
                                                     Corporation
                                                                                     Expires 5/25/2004
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                ISG Resources, Inc.             Associates Leasing, Inc.        5/25/1999                   9900103806

                                                                                     Expires 5/25/2004
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                ISG Resources, Inc.             City National Leasing, A        6/9/1999                    9900116740
                     A Division of City
                     National Bank                                                   Expires 6/9/2004
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                ISG Resources, Inc.             Southwestern Bell Telephone     7/9/1999                    9900140135
                                                     Company
                                                                                     Expires 7/9/2004
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                ISG Resources, Inc.             Associates Commercial           7/12/1999                   9900139250
                                                     Corporation
                                                                                     Expires 7/12/2004
------------------- ------------------------------- ------------------------------- --------------------------- --------------------

                                                               6
<PAGE>
<CAPTION>
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
STATE                DEBTOR                          CREDITOR                        FILE DATE                   FILE NUMBER
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
<S>                 <C>                             <C>                             <C>                         <C>
Texas                ISG Resources, Inc. (Lessee)    Associates Leasing, Inc.        8/27/1999                   9900174752
                                                     (Lessor)
                                                                                     Expires 8/27/2004
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                ISG Resources, Inc. (Lessee)    Associates Leasing, Inc.        9/20/1999                   9900190551
                                                     (Lessor)
                                                                                     Expires 9/20/2004
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                ISG Resources, Inc.             Associates Leasing, Inc.        6/1/2000                    0000511569

                                                                                     Expires 6/1/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                ISG Resources, Inc.             Komatsu Financial LP            7/28/2000                   0000553217

                                                                                     Expires 7/28/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                ISG Resources, Inc.             Associates Leasing, Inc.        9/25/2000                   0000592478

                                                                                     Expires 9/26/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Deere Credit, Inc.              4/26/2000                   00-677442

                                                                                     Expires 4/26/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Associates Leasing Inc          12/4/2000                   00-699894

                                                                                     Expires 12/4/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Conseco Finance Vendor          1/17/2001                   01-704031
                                                     Services
                                                                                     Expires 1/17/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------

                                                               7
<PAGE>
<CAPTION>
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
STATE                DEBTOR                          CREDITOR                        FILE DATE                   FILE NUMBER
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
<S>                 <C>                             <C>                             <C>                         <C>
Utah                 ISG Resources, Inc.             Conseco Finance Vendor          1/17/2001                   01-704036
                                                     Services
                                                                                     Expires 1/17/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Venserv Inc.                    5/25/2001                   01-716258

                                                                                     Expires 5/25/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Komatsu Financial LP            7/19/2001                   01-720298

                                                                                     Expires 7/19/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 Best Masonry & Tool Supply      Wells Fargo Equipment           8/31/2001                   2853200121
                                                     Finance, Inc.
                     ISG Resources, Inc.                                             Expires 8/31/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 Best Masonry & Tool Supply      Wells Fargo Equipment           8/31/2001                   2854200122
                                                     Finance, Inc.
                     ISG Resources, Inc.                                             Expires 8/31/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources Inc.              William Scotsman Mobile         10/30/2001                  172255200126
                                                     Offices
                                                                                     Expires 10/30/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Tennant Financial Services      12/20/2001                  17647200231

                                                                                     Expires 12/20/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------

                                                               8
<PAGE>
<CAPTION>
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
STATE                DEBTOR                          CREDITOR                        FILE DATE                   FILE NUMBER
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
<S>                 <C>                             <C>                             <C>                         <C>
Utah                 ISG Resources, Inc.             Zions Credit Corporation        3/25/2002                   183500200227

                                                                                     Expires 3/25/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Citicapital Commercial          4/3/2002                    184215200233
                                                     Corporation
                                                                                     Expires 4/3/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Citicapital Commercial          4/3/2002                    184228200238
                                                     Corporation
                                                                                     Expires 4/3/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Citicapital Commercial          4/3/2002                    184230200232
                                                     Corporation
                                                                                     Expires 4/3/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Citicapital Commercial          4/3/2002                    184231200233
                                                     Corporation
                                                                                     Expires 4/3/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Zions Credit Corporation        5/24/2002                   188380200233

                                                                                     Expires 5/24/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Wells Fargo Financial           6/13/2002                   190206200225
                                                     Leasing
                                                                                     Expires 6/13/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------

                                                               9
<PAGE>
<CAPTION>
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
STATE                DEBTOR                          CREDITOR                        FILE DATE                   FILE NUMBER
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
<S>                 <C>                             <C>                             <C>                         <C>
Utah                 ISG Resources, Inc.             Revco Leasing                   6/13/2002                   189684200242

                                                                                     Expires 6/13/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Zions Credit Corporation        7/22/2002                   192780200235

                                                                                     Expires 7/22/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Zions Credit Corporation        9/12/2002                   196021200225

                                                                                     Expires 9/12/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Bank of America, N.A.           10/18/2002                  200317200222

                                                                                     Expires 10/18/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             General Electric Capital        1/30/2003                   208748200341
                                                     Corporation
                                                                                     Expires 1/30/2008           (In Lieu Of Filing
                                                                                                                 Georgia UCCs)
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Zions Credit Corporation        4/18/2003                   214782200336

                                                                                     Expires 4/18/2008
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Zions Credit Corporation        6/11/2003                   218868200338

                                                                                     Expires 6/11/2008
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Zions Credit Corporation        8/13/2003                   223432200331

                                                                                     Expires 8/13/2008
------------------- ------------------------------- ------------------------------- --------------------------- --------------------

                                                               10
<PAGE>
<CAPTION>
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
STATE                DEBTOR                          CREDITOR                        FILE DATE                   FILE NUMBER
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
<S>                 <C>                             <C>                             <C>                         <C>
Utah                 ISG Resources, Inc.             Alter Moneta Corporation        10/8/2003                   228134200331

                                                                                     Expires 10/8/2008
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             The CIT Group/ Equipment        11/26/2003                  231927200336
                                                     Financing
                                                                                     Expires 11/26/2008
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Zions Credit Corporation        1/2/2004                    234848200447

                                                                                     Expires 1/2/2009
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 ISG Resources, Inc.             Zions Credit Corporation        1/2/2004                    234854200436

                                                                                     Expires 1/2/2009
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 I S G Resources                 The CIT Group/ Equipment        1/6/1999                    99-629908
                                                     Financing
                                                                                     Expires 1/6/2009
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 I S G Resources                 Spectra   Precision   Credit    5/18/1999                   99-642940
                                                     Corp.
                                                                                     Expires 5/18/2004
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 I S G Resources                 Associates Leasing Inc.         5/19/1999                   99-643050

                                                                                     Expires 5/19/2009
------------------- ------------------------------- ------------------------------- --------------------------- --------------------

                                                               11
<PAGE>
<CAPTION>
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
STATE                DEBTOR                          CREDITOR                        FILE DATE                   FILE NUMBER
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
<S>                 <C>                             <C>                             <C>                         <C>
Utah                 I S G Resources                 Associates Leasing Inc.         6/5/2000                    00-681601

                                                                                     Expires 6/5/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 I S G Resources                 Associates Leasing Inc.         10/10/2000                  00-693246

                                                                                     Expires 10/10/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 I S G Resources                 Associates Leasing Inc.         10/26/2000                  00-696006

                                                                                     Expires 10/26/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 I S G Resources                 Bank of New York                12/5/2000                   00-700001

                                                                                     Expires 12/5/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 I S G Resources                 Zions Credit Corporation        12/8/2000                   00-700252

                                                                                     Expires 12/8/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 I S G Resources                 Zions Credit Corporation        12/18/2000                  00-701352

                                                                                     Expires 12/18/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 I S G Resources                 Associated Bank Minnesota       12/20/2000                  00-701514

                                                                                     Expires 12/20/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 I S G Resources                 Zions Credit Corporation        3/1/2001                    01-707812

                                                                                     Expires 3/1/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------

                                                               12
<PAGE>
<CAPTION>
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
STATE                DEBTOR                          CREDITOR                        FILE DATE                   FILE NUMBER
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
<S>                 <C>                             <C>                             <C>                         <C>
Utah                 I S G Resources                 Zions Credit Corporation        4/2/2001                    01-710788

                                                                                     Expires 4/2/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Wyoming              ISG Resources, Inc.             Associates Leasing, Inc.        6/26/2000                   2000-11957430

                                                                                     Expires 6/26/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Arkansas             J T M Inc.                      Community Bank of North         11/21/2000                  1274911
                                                     Arkansas
                                                                                     Expires 11/21/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Arkansas             J T M Inc.                      Community Bank of North         5/23/2002                   1423781
                                                     Arkansas
                                                                                     Expires 5/23/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Florida              JTM Incorporated                First Union National Bank       3/1/2000                    200000050526
                     Russell Michael
                                                                                     Expires 3/1/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Florida              JTM Incorporated                First Union National Bank       12/19/2000                  200000285061
                     Russell Michael
                                                                                     Expires 12/19/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Florida              J T M Inc                       Southtrust Bank                 8/3/2001                    200100169206

                                                                                     Expires 8/3/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------

                                                               13

<PAGE>
<CAPTION>
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
STATE                DEBTOR                          CREDITOR                        FILE DATE                   FILE NUMBER
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
<S>                 <C>                             <C>                             <C>                         <C>
Florida              J.T.M. Inc.                     Southtrust Bank                 10/12/2001                  20019011258X

                                                                                     Expires 10/12/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Illinois             JTM Inc                         The First National Bank         10/19/1998                  003925856

                                                                                     Expires 10/19/2008
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Iowa                 JTM Inc.                        Security State Bank             9/15/2000                   P128674
                     Johnson Carl R
                     McNeilus Jim L                                                  Expires 9/15/2005
                     Taco John's
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Maryland             J.T.M., Inc.                    White Oak Equipment, Inc.       2/10/1994                   0000000140418125

                                                                                     Expires 2/10/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Maryland             J.T.M., Inc.                    White Oak Equipment, Inc.       2/22/1994                   0000000140538408

                                                                                     Expires 2/22/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Maryland             JTM, Inc. dba                   A.C. Financial Corp             8/11/2000                   0000000181055617
                     Timber Creek Restaurant         GNB Financial Co.
                                                                                     Expires 6/30/06
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Minnesota            JTM, Inc.                       Midwest Diesel Service, Inc.    4/6/1998                    2026290

                                                     Associates Commercial           Expires 4/6/2008
                                                     Corporation
------------------- ------------------------------- ------------------------------- --------------------------- --------------------

                                                               14
<PAGE>
<CAPTION>
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
STATE                DEBTOR                          CREDITOR                        FILE DATE                   FILE NUMBER
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
<S>                 <C>                             <C>                             <C>                         <C>
Tennessee            JTM Inc                         Insouth Bank                    7/12/2000                   200025978

                                                                                     Expires 7/12/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                J T M Inc.                      Internal Revenue Service        7/15/1983                   8300157214

                                                                                     Federal Tax Lien
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Utah                 JTM, Inc.                       Greater Business                3/19/1996                   96-512472
                                                     Administration
                                                                                     Expires 3/19/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Arkansas             JTM Industries Inc              General Electric Capital        8/17/1994                   919126
                                                     Corporation
                                                                                     Expires 8/17/2004
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Iowa                 JTM Industries Inc              Internal Revenue Service        05/19/1989                  F019004

                                                                                     Federal Tax Lien
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Virginia             JTM Industries Inc              NationsBank, N.A.               10/15/2002                  02-10230578

                                                                                     Expires 10/15/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Indiana              KBK Enterprises                 West End Savings Bank           2/11/2002                   0200001235156

                                                                                     Expires 2/11/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------

                                                               15
<PAGE>
<CAPTION>
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
STATE                DEBTOR                          CREDITOR                        FILE DATE                   FILE NUMBER
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
<S>                 <C>                             <C>                             <C>                         <C>
New York             KBK Enterprises, L.L.C.         Bank of Smithtown               11/29/2002                  0211292673575

                                                                                     Expires 11/29/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
California           Lewis W. Osborne, Inc.          NMHG Financial Services Inc.    1/31/2002                   0203160624

                                                                                     Expires 1/31/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
California           Lewis W. Osborne, Inc.          Cupertino National Bank         11/20/2002                  2002-32560283

                                                                                     Expires 11/20/2007
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
California           Osborne Building Supply,        Orix Credit Alliance, Inc.      3/11/1996                   1996-07360554
                     Incorporated
                                                                                     Expires 3/13/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                Palestine Concrete Tile         Yale Financial Service, Inc.    12/18/1995                  9500241605
                     Company
                     Texas Industries, Inc.                                          Expires 12/19/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                Palestine Concrete Tile         Yale Financial Services,        4/8/1996                    9600067627
                     Company                         Inc.
                     Texas Industries, Inc.                                          Expires 4/10/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                Palestine Concrete Tile         Yale Financial Services,        5/13/1996                   9600093794
                     Company                         Inc.
                     Texas Industries, Inc.                                          Expires 5/15/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------

                                                               16
<PAGE>
<CAPTION>
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
STATE                DEBTOR                          CREDITOR                        FILE DATE                   FILE NUMBER
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
<S>                 <C>                             <C>                             <C>                         <C>
Texas                Palestine Concrete Tile         Yale Financial Services,        6/10/1996                   9600114232
                     Company                         Inc.
                     Texas Industries, Inc.                                          Expires 6/12/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                Palestine    Concrete   Tile    The CIT Group/ Equipment        6/29/2000                   532376
                     Company                         Financing, Inc.
                                                                                     Expires 6/29/2005
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                Palestine Concrete Tile         Safeco Credit Co.               7/6/2001                    100129877
                     Company                         Inc.dba Safeline Leasing
                                                                                     Expires 7/6/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------
Texas                Palestine Concrete Tile         Safeco Credit Co. Inc.          10/26/2001                  20007699205
                     Company                         dba Safeline Leasing
                                                                                     Expires 10/26/2006
------------------- ------------------------------- ------------------------------- --------------------------- --------------------

                                                               17
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                   SCHEDULE 6.27

                                               MORTGAGED PROPERTIES


----------------------- --------------------- ------------- -------------- ------------ -------------- --------------- -------------
  PROPERTY LOCATION        PROPERTY NAME      RECORD OWNER    PROPERTY       COUNTY         BOOK        BOOK VALUE-        BOOK
     DESCRIPTION                                               ADDRESS                   VALUE-LAND    IMPROVEMENT      VALUE-TOTAL
----------------------- --------------------- ------------- -------------- ------------ -------------- --------------- -------------
<S>                     <C>                   <C>           <C>            <C>          <C>            <C>             <C>
Dallas, Texas           Palestine Block       Palestine     2202 Chalk     Dallas       $2,205,481.90  $260,393.13     $2,465,875.03
                        Plant                 Concrete      Hill Road,     County
                                              Tile          Dallas, TX
                                              Company,      75212
                                              Inc.
----------------------- --------------------- ------------- -------------- ------------ -------------- --------------- -------------
Dallas, Texas           Don's Building        Don's         2327           Dallas       $99,000.00     $415,620.07     $514,620.07
                        Supply-Store          Building      Langford       County
                                              Supply, L.P.  Street,
                                                            Dallas, TX
                                                            75208
----------------------- --------------------- ------------- -------------- ------------ -------------- --------------- -------------
Denver, Colorado        Irondale-Storage/     ISG           8850           Adams        $270,000.00    $2,584,604.66   $2,854,604.66
                        Transload             Resources,    Yosemite,      County
                        Terminal              Inc.          Henderson, CO
                                                            80640
----------------------- --------------------- ------------- -------------- ------------ -------------- --------------- -------------
La Mirada, California   L. W. Osborne         ISG           16005 Phoebe   Los          $703,057.00    $85,602.81      $788,659.81
                                              Resources,    Ave., La       Angeles
                                              Inc.          Mirada, CA     County
                                                            90638
----------------------- --------------------- ------------- -------------- ------------ -------------- --------------- -------------
Lawrenceville, New      Hydrocarbon           Hydrocarbon   1501 New       Mercer       $207,500.00    $597,326.00     $804,826.00
Jersey                  Technologies, Inc.    Technologies, York Avenue,   County
                                              Inc.          Lawerenceville,
                                                            New Jersey
                                                            08648
----------------------- --------------------- ------------- -------------- ------------ -------------- --------------- -------------
Pomona, California      Pomona-Storage/       ISG           1345 E.        Los          $898,338.00    $536,791.37     $1,435,129.37
                        Transload             Resources,    Philadelphia   Angeles
                        Terminal              Inc.          St.,           County
                                                            Pomona, CA
----------------------- --------------------- ------------- -------------- ------------ -------------- --------------- -------------
</TABLE>
<PAGE>

                                    EXHIBIT A

                      FORM OF BORROWER'S COUNSEL'S OPINION

                                    Attached




                                      -2-
<PAGE>

                                 March 31, 2004



Bank One, NA (Main Office Chicago),
   as Administrative Agent
1 Bank One Plaza
Chicago, IL 60670

Each of the LC Issuer and the Lenders
 party to the Agreement
 (as defined below)

RE:      Credit Agreement, dated as of March 31, 2004 (the "Agreement"), by and
         among Headwaters Incorporated, the Lenders from time to time parties
         thereto and Bank One, NA (Main Office Chicago), as LC Issuer and
         Administrative Agent

Ladies and Gentlemen:

We have acted as special New York (the "State") counsel to Headwaters
Incorporated, a Delaware corporation (the "Company"), and to each of the
corporations listed on Annex A to this opinion letter (collectively, the
"Guarantors"), in connection with certain loans in the amount of $50,000,000
made on the date hereof to the Company under the Credit Agreement, dated as of
the date hereof, by and among, the Company, the Lenders from time to time
parties thereto and Bank One, NA (Main Office Chicago), as LC Issuer and
Administrative Agent. The definitions of terms contained in Annex B apply to
this opinion letter and the definitions of terms contained in the Agreement
apply to terms that are used and not otherwise defined herein or in Annex B.

This opinion is delivered to you pursuant to Section 4.1.5 of the Agreement, at
the request of the Company.

In rendering this opinion, we have reviewed the following documents, each made,
entered into or dated as of the date of this opinion:

         the Agreement;

         the Guaranty, made by each Guarantor in favor of the Administrative
         Agent (the "Guaranty"

                                      -3-
<PAGE>

         the Pledge and Security Agreement, by and among the Company, the
         Guarantors and the Administrative Agent (the "Pledge and Security
         Agreement");

         the Copyright Security Agreement, by and among the Company, the
         Guarantors and the Administrative Agent (the "Copyright Security
         Agreement");the Patent Security Agreement, by and among the Company,
         the Guarantors and the Administrative Agent (the "Patent Security
         Agreement"); and

         the Trademark Security Agreement, by and among the Company, the
         Guarantors and the Administrative Agent (the "Trademark Security
         Agreement" and, together with the Pledge and Security Agreement, the
         Copyright Security Agreement and the Patent Security Agreement, the
         "Collateral Agreements").

On the basis of the assumptions and subject to the qualifications and
limitations set forth below, we are of the opinion that:

                  a) Each of the Agreement and the Collateral Agreements
         constitutes a valid and legally binding agreement of the Company, in
         each case enforceable against the Company in accordance with its terms.

                  b) Each of the Guaranty and the Collateral Agreements
         constitutes a valid and legally binding agreement of each Guarantor, in
         each case enforceable against such Guarantor in accordance with its
         terms.

                  c) The execution and delivery of, and the performance of its
         obligations under, the Agreement and the Collateral Agreements by the
         Company do not and will not violate or conflict with, result in a
         breach of, constitute a default under, or result in the creation of any
         Lien upon any property of the Company under, the federal law of the
         United States of America ("Federal Law") or the law of the State.

                  d) The execution and delivery of, and the performance of its
         obligations under, the Guaranty and the Collateral Agreements by each
         Guarantor do not and will not violate or conflict with, result in a
         breach of, constitute a default under, or result in the creation of any
         Lien upon any property of such Guarantor under, the Federal Law or the
         law of the State.

                  Under Federal Law and the law of the State, no Governmental
         Approvals are required to have been obtained, and no Governmental
         Registrations are required to have been made:

                  e) by the Company, (i) for the valid execution and delivery by
         the Company of the Agreement or the Collateral Agreements, (ii) for the
         Company's incurrence of the indebtedness in the amount set forth in the
         first paragraph of this opinion letter and the repayment of such

                                      -4-
<PAGE>

         indebtedness, with interest, in accordance with the terms of the
         Agreement, or (iii) for the grant by the Company of the security
         interest in (A) its Collateral described in Section 1.3 of the Pledge
         and Security Agreement, (B) its Copyrights and Licenses, in each case
         other than the Excluded Property, under Section 3 of the Copyright
         Security Agreement, (C) its Patents and Licenses, in each case other
         than the Excluded Property, under Section 3 of the Patent Security
         Agreement, and (D) its Trademarks and Licenses , in each case other
         than the Excluded Property, under Section 3 of the Trademark Security
         Agreement (such security interests, collectively, the "Company Security
         Interests"); or

                  f) by any Guarantor, (i) for the valid execution and delivery
         by such Guarantor of the Guaranty or the Collateral Agreements, or (ii)
         for the grant by such Guarantor of the security interest in (A) its
         Collateral described in Section 1.3 of the Pledge and Security
         Agreement, (B) its Copyrights and Licenses, in each case other than the
         Excluded Property, under Section 3 of the Copyright Security Agreement,
         (C) its Patents and Licenses, in each case other than the Excluded
         Property, under Section 3 of the Patent Security Agreement, and (D) its
         Trademarks and Licenses, in each case other than the Excluded Property,
         under Section 3 of the Trademark Security Agreement (such security
         interests, collectively, the "Guarantor Security Interests" and,
         together with the Company Security Interests, the "Security
         Interests").

                  g) Each of the Security Interests is an enforceable security
         interest in the Collateral to which it applies.

                           If financing statements in the form attached hereto
                  as Schedule 1A and Schedule 1B are communicated to the
                  Delaware Secretary of State by a method of document delivery
                  authorized under Section 106 of the Administrative Rules of
                  the Delaware Secretary of State and an amount equal to the
                  applicable filing fee is tendered to such filing office, such
                  filing office will have an obligation to accept such financing
                  statements.

                                    Upon acceptance of such financing statements
                  by said filing office, the Company Security Interests and
                  Guarantor Security Interests granted by the Delaware Guarantor
                  in so much of the Collateral as consists of (in each case as
                  defined in the Uniform Commercial Code) accounts (other than
                  accounts described in Section 9-102(a)(6)(B) of the Uniform
                  Commercial Code), general intangibles, goods, chattel paper,
                  investment property, negotiable documents and instruments will
                  be perfected.

                                    Such financing statements are all of the
                  filings, and are in the form, required to effect such
                  perfection.

                                      -5-
<PAGE>

                                    Except for the filings and fees referred to
                  in clause (i), no other action, including the payment of any
                  recording or other taxes or fees, is required by law to effect
                  such perfection.

                           If financing statements in the form attached hereto
                  as Schedule 2A and Schedule 2B are communicated to the Office
                  of the Secretary of State of California by a method of
                  document delivery authorized under the filing rules of that
                  Office and an amount equal to the applicable filing fee is
                  tendered to such filing office, such filing office will have
                  an obligation to accept such financing statements.

                                    Upon acceptance of such financing statements
                  by said filing office, the Guarantor Security Interests
                  granted by the California Guarantors in so much of the
                  Collateral as consists of (in each case as defined in the
                  Uniform Commercial Code) accounts (other than accounts
                  described in Section 9102(a)(6)(B) of the Uniform Commercial
                  Code), general intangibles, goods, chattel paper, investment
                  property, negotiable documents and instruments will be
                  perfected.

                                    Such financing statements are all of the
                  filings, and are in the form, required to effect such
                  perfection.

                                    Except for the filings and fees referred to
                  in clause (i), no other action, including the payment of any
                  recording or other taxes or fees, is required by law to effect
                  such perfection.

                           If financing statements in the form attached hereto
                  as Schedule 3A, Schedule 3B, Schedule 3C and Schedule 3D, are
                  communicated to the Texas Secretary of State by a method of
                  document delivery authorized under Rule Section 95.106 of the
                  Texas Administrative Code and an amount equal to the
                  applicable filing fee is tendered to such filing office, such
                  filing office will have an obligation to accept such financing
                  statements.

                                    Upon acceptance of such financing statements
                  by said filing office, the Guarantor Security Interests
                  granted by the Texas Guarantors in so much of the Collateral
                  as consists of (in each case as defined in the Uniform
                  Commercial Code) accounts (other than accounts described in
                  Section 9-102(a)(6)(B) of the Uniform Commercial Code),
                  general intangibles, goods, chattel paper, investment
                  property, negotiable documents and instruments will be
                  perfected.

                                    Such financing statements are all of the
                  filings, and are in the form, required to effect such
                  perfection.

                                      -6-
<PAGE>

                                    Except for the filings and fees referred to
                  in clause (i), no other action, including the payment of any
                  recording or other taxes or fees, is required by law to effect
                  such perfection.

                  We are not representing the Company or any Guarantor in any
         action, suit or proceeding in which the pleadings request as relief
         that (a) any of the obligations of the Company, or any of the rights of
         the Administrative Agent, the LC Issuer or the Lenders, under the
         Agreement or the Collateral Agreements, or (b) any of the obligations
         of any Guarantor, or any of the rights of the Administrative Agent, the
         LC Issuer or the Lenders, under the Guaranty or the Collateral
         Agreements, be declared invalid or subordinated or their performance be
         enjoined.

                  Our opinion is subject to the following qualifications and
limitations:

                           Our opinion is subject to the effect of (i)
         applicable bankruptcy, insolvency, reorganization, fraudulent
         conveyance and other similar laws affecting creditors' rights
         generally, (ii) general equitable principles, (iii) requirements of
         reasonableness, good faith and fair dealing and (iv) additionally in
         the case of (A) indemnities, a requirement that facts, known to the
         indemnitee but not the indemnitor, in existence at the time the
         indemnity becomes effective that would entitle the indemnitee to
         indemnification be disclosed to the indemnitor, (B) waivers, Sections
         9-602 and 9-603 of the Uniform Commercial Code, (C) indemnities,
         waivers and exculpatory provisions, public policy and (D) restrictions
         on, or remedies in the event of, assignment or transfer of rights or
         interests or the creation, attachment, perfection or enforcement of
         security interests, Sections 9-401(b), 9-406, 9-407, 9-408 and 9-409 of
         the Uniform Commercial Code. Our opinion with respect to the Guaranty
         is subject to the further qualification that the Guarantor may be
         exonerated as to a guaranteed party if such guaranteed party fails to
         inform the Guarantor of material, adverse information, known to it and
         not to the Guarantor, concerning the Company or any Collateral.

                           Certain remedial provisions of the Loan Documents as
         to which we are opining may be unenforceable in whole or in part, but
         the inclusion of such provisions does not affect the validity of the
         balance of such Loan Documents, and the practical realization of the
         benefits created by such Loan Documents taken as a whole will not be
         materially impaired by the unenforceability of those particular
         provisions. In addition, certain remedial provisions of such Loan
         Documents may be subject to procedural requirements not set forth
         therein.

                           No Security Interest will be enforceable with respect
         to (i) or attach to, any Collateral until value has been given and the
         Grantor thereof has rights in such Collateral and (ii) any Collateral
         against the competing interests of those third parties (other than the

                                      -7-
<PAGE>

         Grantor thereof) who would, in accordance with the provisions of
         Applicable Law, take free of, or have priority over, such Security
         Interest, notwithstanding its perfection.

                           Our opinion is limited to the law of the State and
         Federal Law, in each case as in effect on the date hereof, except that
         our opinions expressed in paragraphs 4(b), 4(c) and 4(d) are limited to
         the Delaware Uniform Commercial Code, the California Commercial Code
         and the Texas Uniform Commercial Code, respectively, and, in each case,
         to Federal Law.

                           Our opinion is intended for the sole benefit of the
         Administrative Agent, the LC Issuer and the Lenders, and no other
         Person is entitled to rely on it for any purpose without our prior
         written consent.

                           We express no opinion with respect to:

                                    the Company's or the Guarantors' rights in,
                  title to or legal or beneficial ownership of any of the
                  Collateral or any Collateral acquired after the date hereof;

                                    the perfection of the Security Interest in
                  any dividends or other distributions any Securities;

                                    the priority of the Security Interests in
                  any Collateral or the effect of perfection or nonperfection of
                  the Security Interests in any Collateral of a type referred to
                  in Section 9-301(c) of the Uniform Commercial Code that is not
                  located in the State of California, in the case of the Company
                  and the California Guarantors, the State of Delaware, in the
                  case of the Delaware Guarantor, or the State of Texas, in the
                  case of the Texas Guarantors;

                                    any Collateral that (A) is not governed by
                  Article 8 or 9 of the Uniform Commercial Code (and not, in the
                  case of Article 9, excluded therefrom by Section 9-109(c) or
                  (d)), (B) is subject to a certificate of title or (C) is a
                  trademark;

                                    Section 15.2 of the Agreement and Section
                  14(A) of the Guaranty insofar as said sections relate to
                  federal courts (except as to the personal jurisdiction
                  thereof);

                                    Section 15.3 of the Agreement and Section
                  14(B) of the Guaranty, insofar as said sections are sought to
                  be enforced in a federal court;

                                      -8-
<PAGE>

                                    the enforceability of severability,
                  liquidated damages, penalties or similar rights (or the waiver
                  thereof), insofar as any of the foregoing are contained in the
                  Loan Documents; and

                                    the enforceability of any provision of any
                  Loan Document that requires any of the Company or the
                  Guarantors to comply with, or to cause any of the foregoing to
                  comply with, any provision not itself contained in a Loan
                  Document (subject in any such event to the qualifications set
                  forth herein).

                  In rendering our opinion:

                                    We have, without independent verification,
                  relied, with respect to factual matters, statements and
                  conclusions, on certificates and statements of governmental
                  officials and officials of the Company and the Guarantors and
                  on the representations made by the Company and the Guarantors
                  in the Loan Documents.

                                    We have examined originals, or copies of
                  originals certified, conformed or otherwise identified to our
                  satisfaction, of such agreements, documents and records as we
                  have considered relevant and necessary as a basis for this
                  opinion.

                                    We have assumed the accuracy and
                  completeness of all, and the authenticity of all original,
                  certificates, agreements, documents, records and other
                  materials submitted to us, the conformity with the originals
                  of any copies submitted to us, the genuineness of all
                  signatures and the legal capacity of all natural persons.

                                    We have assumed that:

                                    the execution and delivery of, and the
                           performance of its obligations under, the Agreement
                           and the Collateral Agreements by the Company do not
                           and will not (1) require any Governmental Approval or
                           Governmental Registration or (2) violate or conflict
                           with, result in a breach of, or constitute a default
                           under, (aa) any agreement or instrument to which the
                           Company or any of its Affiliates is a party or by
                           which the Company or any of its Affiliates or any of
                           their respective properties may be bound, (bb) any
                           Governmental Approval or Governmental Registration
                           that may be applicable to the Company or any of its
                           Affiliates or any of their respective properties,
                           (cc) any order, decision, judgment or decree that may
                           be applicable to the Company or any of its Affiliates
                           or any of their respective properties, or (dd) any
                           law;

                                      -9-
<PAGE>

                                    the execution and delivery of, and the
                           performance of the obligations of each Guarantor
                           under, the Guaranty and the Collateral Agreements by
                           such Guarantor do not and will not (1) require any
                           Governmental Approval or Governmental Registration or
                           (2) violate or conflict with, result in a breach of,
                           or constitute a default under, (aa) any agreement or
                           instrument to which such Guarantor or any of its
                           Affiliates is a party or by which such Guarantor or
                           any of its Affiliates or any of their respective
                           properties may be bound, (bb) any Governmental
                           Approval or Governmental Registration that may be
                           applicable to such Guarantor or any of its Affiliates
                           or any of their respective properties, (cc) any
                           order, decision, judgment or decree that may be
                           applicable to such Guarantor or any of its Affiliates
                           or any of their respective properties, or (dd) any
                           law;

                                    the Company (1) is duly organized, validly
                           existing and in good standing under the laws of its
                           jurisdiction of organization and (2) has the power,
                           and has taken all necessary action (including any
                           necessary stockholder action) to authorize it, to
                           execute and deliver, and to perform its obligations
                           under, and has duly executed and delivered, the
                           Agreement and the Collateral Agreements; and

                                    each Guarantor (1) is duly organized,
                           validly existing and in good standing under the laws
                           of its jurisdiction of organization and (2) has the
                           power, and has taken all necessary action (including
                           any necessary stockholder action) to authorize it, to
                           execute and deliver, and to perform its obligations
                           under, and has duly executed and delivered, the
                           Guaranty and the Collateral Agreements;

except that the foregoing assumptions do not apply to, (y) in the case of the
Governmental Approvals and Governmental Registrations referred to in subclauses
(A)(1) and (B)(1), the Governmental Approvals and Governmental Registrations
that are the subject of our opinion expressed in paragraph 3 above, and (z) in
the case of the law referred to in subclauses (A)(2)(dd) and (B)(2)(dd), Federal
Law, the law of the State, the Delaware Uniform Commercial Code, the California
Commercial Code and the Texas Uniform Commercial Code, in each case as in effect
on the date hereof, except as to any Governmental Approvals and Governmental
Registrations required under Federal Law, the law of the State, the Delaware
Uniform Commercial Code, the California Commercial Code and the Texas Uniform
Commercial Code that are not the subject of our opinion expressed in paragraph 3
above.

                                    We have assumed that the Loan Documents
                  constitute (subject to the same qualifications as are
                  contained in subparagraph (a) of the immediately preceding
                  paragraph) the valid, legally binding and enforceable
                  agreements of the parties thereto under all applicable law
                  (other than, in the case of the Company, and the Guarantors,

                                      -10-
<PAGE>

                  Federal Law and the law of the State, except as to any
                  Governmental Approvals and Governmental Registrations required
                  under Federal Law or the law of the State that are not the
                  subject of our opinion expressed in paragraph 3 above).

                                    We have assumed that for so much of our
                  opinions expressed in paragraphs 1(a) and 1(b) as relates to
                  Section 15.1 of the Agreement, Section 13 of the Guaranty,
                  Section 8.12 of the Pledge and Security Agreements, Section 16
                  of the Copyright Security Agreement, Section 15 of the Patent
                  Security Agreement, Section 16 of the Trademark Security
                  Agreement that the choice of law of the State as the governing
                  law of the Agreement, the Guaranty and the Collateral
                  Agreements, would not result in a violation of an important
                  public policy of another state having greater contacts with
                  the transactions contemplated by the Agreement, the Guaranty
                  and the Collateral Agreements than the State.

                                    We have assumed, (A) for purposes of
                  paragraph 4(b), the location (determined in accordance with
                  Section 9-307 of the Uniform Commercial Code) of the Company
                  and the Delaware Guarantor is and remains in the State of
                  Delaware, (B) for purposes of paragraph 4(c), the location
                  (determined in accordance with Section 9-307 of the Uniform
                  Commercial Code) of the California Guarantors is and remains
                  in the State of California, (D) for purposes of paragraph
                  4(d), the location (determined in accordance with Section
                  9-307 of the Uniform Commercial Code) of the Texas Guarantors
                  is and remains in the State of Texas, and that (E) none of the
                  Company, the Delaware Guarantor, the California Guarantors and
                  the Texas Guarantors will change its name, identity or
                  organizational structure.

                                    We have assumed that the Company and the
                  Guarantors are engaged only in the businesses described in the
                  Borrower's Annual Report on Form 10-K for its fiscal year
                  ended September 30, 2003 and Quarterly Report on Form 10-Q for
                  the quarter ended December 31, 2003.

                                                      Very truly yours,




                                      -11-
<PAGE>

                                                                         Annex A

                                     ANNEX I

                     Subsidiaries of Headwaters Incorporated


------------------------------------------------ -------------------------------
                  Name of Subsidiary                Jurisdiction of Organization
------------------------------------------------ -------------------------------
 ACM Georgia, Inc.                                             Georgia
 American Construction Materials, Inc.                          Utah
 Best Masonry & Tool Supply, Inc.                               Texas
 Covol Services Corporation                                     Utah
 Don's Building Supply, L.P.                                    Texas
 Global Climate Reserve Corporation                             Utah
 Headwaters Clean Coal Corp.                                    Utah
 Headwaters Heavy Oil, Inc.                                     Utah
 Headwaters NanoKinetix, Inc.                                   Utah
 Headwaters Olysub Corporation                                Delaware
 Headwaters Technology Innovation Group, Inc.                   Utah
 HTI Chemical Sub, Inc.                                      New Jersey
 Hydrocarbon Technologies, Inc.                                 Utah
 ISG Liberty, Inc.                                              Utah
 ISG Manufactured Products, Inc.                                Utah
 ISG Partner, Inc.                                              Utah
 ISG Resources, Inc.                                            Utah
 ISG Services Corporation                                       Utah
 ISG Swift Crete, Inc.                                          Utah
 Lewis W. Osborne Inc.                                       California
 Magna Wall, Inc.                                               Texas
 Palestine Concrete Tile Company, L.P.                          Texas
 United Terrazzo Supply Co., Inc.                            California
------------------------------------------------ -------------------------------

                                      -12-
<PAGE>

                                                                         Annex B


The following definitions apply to the opinion to which this Annex B is
attached:

"Applicable Law" means (a) all applicable common law and principles of equity
and (b) all applicable provisions of all (i) constitutions, statutes, rules,
regulations and orders of governmental bodies, (ii) Governmental Approvals and
(iii) orders, decisions, judgments and decrees of all courts (whether at law or
in equity or admiralty) and arbitrators.

"California Guarantors" means Lewis W. Osborne Inc. and United Terrazzo Supply
Co., Inc.

"Contract" means (a) any agreement (whether bilateral or unilateral or executory
or non-executory and whether a Person entitled to rights thereunder is so
entitled directly or as a third-party beneficiary), including an indenture,
lease or license, (b) any deed or other instrument of conveyance, (c) any
certificate of incorporation or charter and (d) any by-law.

"Delaware Guarantor" means Headwaters Olysub Corporation.

"Governmental Approval" means any authorization, consent, approval, license or
exemption (or the like) of or from any governmental unit.

"Governmental Registration" means any registration or filing (or the like) with,
or report or notice (or the like) to, any governmental unit.

"Grantor" means, with respect to any Security Interest, the grantor thereof.

"Liability" of any Person means (in each case, whether with full or limited
recourse) any indebtedness, liability, obligation, covenant or duty of or
binding upon, or any term or condition to be observed by or binding upon, such
Person or any of its assets, of any kind, nature or description, direct or
indirect, absolute or contingent, due or not due, liquidated or unliquidated,
whether arising under Contract, Applicable Law, or otherwise, whether sounding
in contract or in tort, whether now existing or hereafter arising, and whether
for the payment of money or the performance or nonperformance of any act.

"Loan Documents" means each of the Agreement, the Guaranty and the Collateral
Agreement, collectively.

"Security" means, with respect to any Person, (a) any and all shares, interests,
participations or other equivalents (however designated) of capital stock of a
corporation, any and all similar ownership interests in a Person (other than a
corporation) and (b) any option, warrant or other right to acquire, any such
shares, interests, participations, equivalents or similar ownership interests of
such Person.

                                      -13-
<PAGE>

"Texas Guarantors" means Best Masonry & Tool Supply, Inc., Don's Building
Supply, LP, Palestine Concrete Tile Co., LP and Magna Wall, Inc.

"Uniform Commercial Code" means the Delaware Uniform Commercial Code, the
California Uniform Commercial Code or the Texas Uniform Commercial Code,
whichever is applicable.

                                      -14-
<PAGE>

                                    EXHIBIT B

                         FORM OF COMPLIANCE CERTIFICATE



To:      The Lenders under the
         Credit Agreement described below

         This Compliance Certificate is furnished pursuant to that certain
Credit Agreement, dated as of March 31, 2004 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Headwaters Incorporated, a Delaware corporation, as the
Borrower (the "Borrower"), the Lenders, and Bank One, NA (Main Office Chicago),
as Administrative Agent (the "Administrative Agent") for the Lenders. Unless
otherwise defined herein, capitalized terms used in this Compliance Certificate
have the meanings ascribed thereto in the Credit Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1. I am the duly elected __________ of the Borrower;(1)

         2. I have reviewed the terms of the Credit Agreement and I have made,
or have caused to be made under my supervision, a detailed review of the
transactions and conditions of the Borrower and its Subsidiaries during the
accounting period ending on ________ __, 20__ and covered by the attached
financial statements;

         3. The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or event which constitutes
a Default or Unmatured Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth below;

         4. Schedule I attached hereto sets forth financial data and
computations evidencing the Borrower's compliance with certain covenants of the
Credit Agreement, all of which data and computations are true, complete and
correct;

         5. Schedule II attached hereto sets forth any new applications to
register patentable inventions, trademarks and copyrights filed by the Borrower
or any Domestic Subsidiary which have not been previously disclosed to the
Administrative Agent; and

--------------------
(1) Per Section 6.1.3 of the Credit Agreement, this certificate is to be
completed and executed by the chief financial officer or treasurer.

<PAGE>

         6. Schedule III attached hereto set forth any new commercial tort
claims belonging to the Borrower or any Domestic Subsidiary which have not been
previously disclosed to the Administrative Agent.

                                      -16-
<PAGE>

Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:


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                                      -17-
<PAGE>

The foregoing certifications, together with the computations set forth in
Schedule I hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this ___ day of __________, 20__.


                                            HEADWATERS INCORPORATED, as Borrower

                                            By: ________________________________
                                                Name:
                                                Title:





                                      -18-
<PAGE>

                      SCHEDULE I TO COMPLIANCE CERTIFICATE

                Compliance as of _________, ____ (the "Compliance
             Date") with Provisions of Sections 6.21, 6.22, 6.23 and
                 certain other Sections of the Credit Agreement


ARTICLE XVI FINANCIAL COVENANTS

16.1. TOTAL LEVERAGE RATIO (Section 6.21.1)

         Consolidated Funded Indebtedness

                  (i)   Outstanding funded Consolidated Indebtedness   $________

                  (ii)  Undrawn amount of all Letters of Credit      + $________

                  (iii) Principal component of all Capitalized
                        Lease Obligations                            + $________

                  (iv)  Contingent Obligations with respect to
                        A(1)(a) through A(1)(c)                      + $________

                  (v)   Consolidated Funded Indedebtedness (Sum
                        of A)(1)(a) through A(1)(d))                   $________


         Consolidated EBITDA

                  Consolidated Net Income                             $_________

                  (vi)   Consolidated Interest Expense              + $_________

                  (vii)  Expense for taxes paid or accrued          + $_________

                  (viii) Depreciation                               + $_________

                  (ix)   Amortization                               + $_________

                  Non-cash charges for impairments of goodwill
                    and intangible assets                           + $_________

<PAGE>

                  Tax credits under Section 29 of the Code as a
                    result of Permitted Alternative Fuel Investment
                    [Maximum: $15,000,000 for fiscal year 2004 and
                    $20,000,000 thereafter]                         + $_________


                  Interest income                                   - $_________

                  Consolidated EBITDA (Sum of A)(2)(a) through
                  A(2)(h))                                          = $_________


         Total Leverage Ratio (Ratio of A(1)(d) to A(2)(i))         ____ to 1.00

         Maximum Total Leverage Ratio for any Fiscal Quarter         2.5 to 1.00


16.2. SENIOR LEVERAGE RATIO (Section 6.21.2)

         Consolidated Funded Indebtedness (A(1)(e) above)           $___________

         Subordinated Indebtedness                                - $___________

         (B)(1) minus (B)(2)                                        $___________

         Consolidated EBITDA (A(2)(i) above)                        $___________

         Senior Leverage Ratio (Ratio of B(3) to B(4))              $___________

         Maximum Senior Leverage Ratio for any Fiscal Quarter        1.5 to 1.00


16.3. FIXED CHARGE COVERAGE RATIO (Section 6.22)

                  (i)   Consolidated EBITDA (A(2)(i) above)         $___________

                  (ii)  Rentals                                   + $___________

                  Consolidated EBITDAR (Sum of C(1)(a) and
                  C(1)(b)):                                         $___________

                  (iii) Consolidated Capital Expenditures         + $___________

                  (iv)  Expenses for taxes paid in cash or taxes
                        accrued                                     $___________

                  (v)   Total:                                      $___________

                                      -20-
<PAGE>

                  (vi)  Consolidated Interest Expense (but only
                        to the extent not otherwise already
                        included in Consolidated Previous
                        Maturities)                                 $___________

                  (vii) Consolidated Previous Maturities
                        (including, without limitation,
                        Capitalized Lease Obligations)            + $___________

                  (viii)Rentals                                   + $___________

                  (ix)  Total:                                      $___________

         Fixed Charge Coverage Ratio (Ratio of C(1)(f)
         to C(2)(d))                                               _____ to 1.00

         Maximum Fixed Charge Coverage Ratio for any
         Fiscal Quarter                                              1.5 to 1.00



16.4. MINIMUM CONSOLIDATED NET WORTH (Section 6.23).

         $200,308,000      $[__],000,000

         50% of the sum of Consolidated Net Income (if positive)
           calculated separately for each fiscal quarter
           commencing with the fiscal quarter ending on
           June 30, 2004                                          + $___________

         Total:            $___________

         State whether Consolidated Net Worth was less than (3)        Yes/No


ARTICLE XVII OTHER MISCELLANEOUS PROVISIONS

17.1. SALE OF ASSETS (Section 6.12)

         State whether any asset sales (other than asset sales
           permitted pursuant to Sections 6.12.1 through 6.12.5,
           inclusive) have occurred.                                   Yes/No

                                      -21-
<PAGE>

17.2. INDEBTEDNESS (Section 6.14.4)

         Aggregate outstanding principal amount of Indebtedness
           (including Capitalized Leases) incurred in connection
           with purchase money security interests [Maximum:
           $1,000,000]                                              $___________


17.3. CAPITAL EXPENDITURES (Section 6.24).

         The Capital Expenditures incurred during the previous
           fiscal year on a non-cumulative basis in the
           aggregate for the Borrower and its Subsidiaries
           [Maximum: $15,000,000] (2)                               $___________

----------------
(2) This amount can be increased by (a) $1,000,000 upon the consummation of the
Acquisition by the Borrower of [VFL Technologies Corp.] and (b) $10,000,000 upon
the consummation of the Acquisition by the Borrower of [Eldorado Stone]. In
addition, if the aggregate amount of Capital Expenditures actually expended
during any such fiscal year are less than $15,000,000 (the difference being the
"Shortfall Amount"), then, so long as no Default or Unmatured Default has
occurred and is continuing, the permitted amount of Capital Expenditures during
the immediately succeeding fiscal year only shall be an amount equal to the Base
Amount plus 50% of the Shortfall Amount.

                                      -22-
<PAGE>

17.4. RENTALS (Section 6.25).

         The aggregate amount of obligations resulting from
           Rentals during the most recent fiscal year on a
           cumulative basis for the Borrower and its
           Subsidiaries. [Maximum 5% of Consolidated Total
           Assets]                                                 $___________.


                                      -23-
<PAGE>

                      SCHEDULE II TO COMPLIANCE CERTIFICATE

  New Applications to Register Patentable Inventions, Trademarks and Copyrights




                                      -24-
<PAGE>

                     SCHEDULE III TO COMPLIANCE CERTIFICATE

                           New Commercial Tort Claims

       [Describe parties, case number (if applicable), nature of dispute]




                                      -25-
<PAGE>

                                    EXHIBIT C

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT


         This Assignment and Assumption (the "Assignment and Assumption") is
dated as of the Effective Date set forth below and is entered into by and
between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee]
(the "Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.

         For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below, the interest in and to all of the
Assignor's rights and obligations in its capacity as a Lender under the Credit
Agreement and any other documents or instruments delivered pursuant thereto that
represents the amount and percentage interest identified below of all of the
Assignor's outstanding rights and obligations under the respective facilities
identified below (including, without limitation, any letters of credit,
guaranties and swingline loans included in such facilities and, to the extent
permitted to be assigned under applicable law, all claims (including without
limitation contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity), suits, causes of action and any other
right of the Assignor against any Person whether known or unknown arising under
or in connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby) (the
"Assigned Interest"). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor.

1. Assignor:____________________________________________________________________

2. Assignee: ______________________________________[and is an Affiliate/Approved
                    Fund of [identify Lender](3)

3. Borrower: HEADWATERS INCORPORATED

-------------------
(3) Select as applicable.

                                      -26-
<PAGE>

4. Agent: Bank One, NA (Main Office Chicago) as the Administrative Agent under
   the Credit Agreement

5. Credit Agreement: The Credit Agreement dated as of March 31, 2004 among the
   Borrower, the Lenders, and the Administrative Agent.

6. Assigned Interest:

----------------- ------------------------ ---------------- --------------------
                  Aggregate Amount of      Amount of        Percentage Assigned
                  Commitment/Loans for all Commitment/Loans of Commitment/Loans
Facility Assigned Lenders*                 Assigned*        (4)
----------------- ------------------------ ---------------- --------------------
____________(5)   $                        $                _______%
----------------- ------------------------ ---------------- --------------------
____________      $                        $                _______%
----------------- ------------------------ ---------------- --------------------
____________      $                        $                _______%
----------------- ------------------------ ---------------- --------------------

7. Trade Date:____________________________________________________(6)

Effective Date: ____________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND
WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE
ADMINISTRATIVE AGENT.]

         The terms set forth in this Assignment and Assumption are hereby agreed
to:

                                         ASSIGNOR
                                         [NAME OF ASSIGNOR]


                                         By:
                                               ---------------------------------
                                                     Title:
---------------------
*Amount to be adjusted by the counterparties to take into account any payments
or prepayments made between the Trade Date and the Effective Date.

(4) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
of all Lenders thereunder.

(5) Fill in the appropriate terminology for the types of facilities under the
Credit Agreement that are being assigned under this Agreement (e.g. Revolving
Loan Commitment, Term Loan Commitment, etc.).

(6) Insert if satisfaction of minimum amounts is to be determined as of the
Trade Date.

                                      -27-
<PAGE>

                                         ASSIGNEE
                                         [NAME OF ASSIGNEE]


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


[Consented to and](7) Accepted:
BANK ONE, NA (MAIN OFFICE CHICAGO), as Administrative
Agent

By:   ___________________________
Title:

[Consented to:](8)

[HEADWATERS INCORPORATED,
as Borrower]

By:   ___________________________
Title:

---------------
(7) To be added only if the consent of the Administrative Agent is required by
the terms of the Credit Agreement.

(8) To be added only if the consent of the Borrower is required by the terms of
the Credit Agreement.

                                      -28-
<PAGE>

                                     ANNEX 1
                            TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

                  1. Representations and Warranties.

                  1.1 Assignor. The Assignor represents and warrants that (i) it
is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby. Neither the Assignor nor any of its officers,
directors, employees, agents or attorneys shall be responsible for (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency, perfection, priority,
collectibility, or value of the Loan Documents or any collateral thereunder,
(iii) the financial condition of the Borrower, any of its Subsidiaries or
Affiliates or any other Person obligated in respect of any Loan Document, (iv)
the performance or observance by the Borrower, any of its Subsidiaries or
Affiliates or any other Person of any of their respective obligations under any
Loan Document, (v) inspecting any of the property, books or records of the
Borrower, or any guarantor, or (vi) any mistake, error of judgment, or action
taken or omitted to be taken in connection with the Loans or the Loan Documents.

                  1.2. Assignee. The Assignee (a) represents and warrants that
(i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
the Assigned Interest, shall have the obligations of a Lender thereunder, (iii)
agrees that its payment instructions and notice instructions are as set forth in
Schedule 1 to this Assignment and Assumption, (iv) confirms that none of the
funds, monies, assets or other consideration being used to make the purchase and
assumption hereunder are "plan assets" as defined under ERISA and that its
rights, benefits and interests in and under the Loan Documents will not be "plan
assets" under ERISA, (v) agrees to indemnify and hold the Assignor harmless
against all losses, costs and expenses (including, without limitation,
reasonable attorneys' fees) and liabilities incurred by the Assignor in
connection with or arising in any manner from the Assignee's non-performance of
the obligations assumed under this Assignment and Assumption, (vi) it has
received a copy of the Credit Agreement, together with copies of financial
statements and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase the Assigned Interest on the basis of which it has

                                      -29-
<PAGE>

made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, and (vii) attached as Schedule 1 to
this Assignment and Assumption is any documentation required to be delivered by
the Assignee with respect to its tax status pursuant to the terms of the Credit
Agreement, duly completed and executed by the Assignee and (b) agrees that (i)
it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, and (ii) it will perform
in accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.

                  2. Payments. The Assignee shall pay the Assignor, on the
Effective Date, the amount agreed to by the Assignor and the Assignee. From and
after the Effective Date, the Administrative Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but
excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date.

                  3. General Provisions. This Assignment and Assumption shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by, and construed in accordance with, the
internal law of the State of New York.

                                      -30-
<PAGE>

                                   SCHEDULE 1

                          ADMINISTRATIVE QUESTIONNAIRE

     (Schedule to be supplied by Closing Unit or Trading Documentation Unit)



              US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS

     (Schedule to be supplied by Closing Unit or Trading Documentation Unit)



                                      -31-
<PAGE>

                                    EXHIBIT D

            FORM OF LOAN/ CREDIT RELATED MONEY TRANSFER INSTRUCTIONS


To Bank One, NA (Main Office Chicago),
as Administrative Agent (the "Administrative Agent") under the Credit Agreement
described below.

Re:      Credit Agreement, dated as of March 31, 2004 (as the same may be
         amended, restated, supplemented or otherwise modified from time to
         time, the "Credit Agreement"), among Headwaters Incorporated (the
         "Borrower"), the Lenders, and the Administrative Agent. Capitalized
         terms used herein and not otherwise defined herein shall have the
         meanings assigned thereto in the Credit Agreement.


         The Administrative Agent is specifically authorized and directed to act
upon the following standing money transfer instructions with respect to the
proceeds of Advances or other extensions of credit from time to time until
receipt by the Administrative Agent of a specific written revocation of such
instructions by the Borrower, provided, however, that the Administrative Agent
may otherwise transfer funds as hereafter directed in writing by the Borrower in
accordance with Section 13.1 of the Credit Agreement or based on any telephonic
notice made in accordance with Section 2.16 of the Credit Agreement.

Facility Identification Number(s)_______________________________________________

Customer/Account Name Headwaters Incorporated

Transfer Funds To ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

For Account No. ________________________________________________________________

Reference/Attention To _________________________________________________________

Authorized Officer (Customer Representative)            Date ___________________


____________________________________________            ________________________
(Please Print)                                          Signature

                                      -32-
<PAGE>

Bank Officer Name                                       Date ___________________

____________________________________________            ________________________
(Please Print)                                          Signature


                                      -33-
<PAGE>

                                   EXHIBIT E-1

                   FORM OF PROMISSORY NOTE FOR REVOLVING LOAN


                                                                    [Date]


         HEADWATERS INCORPORATED, a Delaware corporation (the "Borrower"),
promises to pay to the order of [LENDER] or its registered assigns (the
"Lender") the aggregate unpaid principal amount of all Revolving Loans made by
the Lender to Borrower pursuant to the Agreement (as hereinafter defined), in
immediately available funds at the place specified pursuant to Article II of the
Agreement, together with interest on the unpaid principal amount hereof at the
rates and on the dates set forth in the Agreement. The Borrower shall pay, in
Dollars, the principal of and accrued and unpaid interest on the Revolving Loans
in full on the Revolving Loan Termination Date and shall make such mandatory
payments as are required to be made under the terms of Article II of the
Agreement.

         The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Revolving Loan and the date and amount of each
principal payment hereunder.

         This Revolving Loan Note (this "Note") is one of the Notes issued
pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as
of March 31, 2004 (which, as it may be amended, restated, supplemented or
otherwise modified and in effect from time to time, is herein called the
"Agreement"), among the Borrower, the Lenders, and Bank One, NA (Main Office
Chicago) as Administrative Agent (the "Administrative Agent"), to which
Agreement reference is hereby made for a statement of the terms and conditions
governing this Note, including the terms and conditions under which this Note
may be prepaid or its maturity date accelerated. Capitalized terms used herein
and not otherwise defined herein are used with the meanings attributed to them
in the Agreement.

         This Note is equally and ratably secured by the Collateral Documents.
Reference is hereby made to the Collateral Documents for a description of the
collateral thereby mortgaged, warranted, bargained, sold, releases, conveyed,
assigned, transferred, pledged and hypothecated, the nature and extent of the
security for this Note, the rights of the holder of this Note, the
Administrative Agent in respect of such security and otherwise.

         This Note shall be governed by, and construed in accordance with, the
internal laws, but without regard to the conflict of law provisions, of the
State of New York, but giving effect to federal laws applicable to national
banks.

<PAGE>

                                         HEADWATERS INCORPORATED, as Borrower

                                         By: ________________________________
                                         Name:
                                         Title:



<PAGE>

              SCHEDULE OF REVOLVING LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                 REVOLVING LOAN NOTE OF HEADWATERS INCORPORATED
                               DATED [___________]


                           Principal            Principal
                           Amount of              Amount             Unpaid
       Date             Revolving Loan             Paid              Balance
-------------------- ---------------------- ------------------- ----------------




<PAGE>

                                   EXHIBIT E-2

                             FORM OF TERM LOAN NOTE


                                                                 [Date]

         HEADWATERS INCORPORATED, a Delaware corporation (the "Borrower"),
promises to pay to the order of [LENDER] or its registered assigns (the
"Lender") the aggregate unpaid principal amount of the Term Loan made by the
Lender to Borrower pursuant to Article II of the Agreement (as hereinafter
defined), in immediately available funds at the main office of Bank One, NA in
Chicago, Illinois, as Administrative Agent (the "Administrative Agent"),
together with interest on the unpaid principal amount hereof at the rates and on
the dates set forth in the Agreement. The Borrower shall pay, in Dollars, the
principal of and accrued and unpaid interest on the Term Loan in full on the
Term Loan Maturity Date. The principal indebtedness evidenced hereby shall be
payable in installments as set forth in Article II of the Agreement with a final
installment payable on the Term Loan Maturity Date.

         The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of the Term Loan and the date and amount of each principal
payment hereunder.

         This Term Loan Note (this "Note") is one of the Notes issued pursuant
to, and is entitled to the benefits of, the Credit Agreement, dated as of March
31, 2004 (which, as it may be amended, restated, supplemented or otherwise
modified and in effect from time to time, is herein called the "Agreement"),
among the Borrower, the Lenders, and the Administrative Agent, to which
Agreement reference is hereby made for a statement of the terms and conditions
governing this Note, including the terms and conditions under which this Note
may be prepaid or its maturity date accelerated. Capitalized terms used herein
and not otherwise defined herein are used with the meanings attributed to them
in the Agreement.

         This Note is secured by the Collateral Documents. Reference is hereby
made to the Collateral Documents for a description of the collateral thereby
mortgaged, warranted, bargained, sold, releases, conveyed, assigned,
transferred, pledged and hypothecated, the nature and extent of the security for
this Note, the rights of the holder of this Note, the Administrative Agent in
respect of such security and otherwise.

         This Note shall be governed by, and construed in accordance with, the
internal laws, but without regard to the conflict of law provisions, of the
State of New York, but giving effect to federal laws applicable to national
banks.

                                      -37-
<PAGE>

                                      HEADWATERS INCORPORATED, as the Borrower

                                      By: ________________________________
                                      Name:
                                      Title:


<PAGE>

                SCHEDULE OF TERM LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                    TERM LOAN NOTE OF HEADWATERS INCORPORATED
                                DATED [________]


                    Principal          Maturity        Principal
                    Amount of        of Interest        Amount          Unpaid
     Date           Term Loan           Period           Paid           Balance

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


<PAGE>

                                    EXHIBIT F

                          FORM OF OFFICER'S CERTIFICATE

                              OFFICER'S CERTIFICATE

         I, the undersigned, hereby certify to the "Administrative Agent" and
the "Lenders" (each as defined below) that I am the _________________ of
HEADWATERS INCORPORATED, a corporation duly organized and existing under the
laws of the State of [_________] (the "Borrower"). Capitalized terms used herein
and not otherwise defined herein are as defined in that certain Credit Agreement
dated as of March 31, 2004 by and among the Borrower, the institutions from time
to time parties thereto as Lenders (the "Lenders") and Bank One, NA as the
"Administrative Agent" (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"). Capitalized terms
used herein shall have the meanings set forth in the Credit Agreement.

         I further certify to the Administrative Agent and the Lenders, as such
officer and not individually, that, pursuant to Section 6.1.3 of the Credit
Agreement, as of the date hereof:

                       1. No Default or Unmatured Default exists [other than the
                       following (describe the nature of the Default or
                       Unmatured Default and the status thereof)].

                       2. The representations and warranties of the Borrower
                       contained in Article V of the Credit Agreement are true
                       and correct in all material respects on and as of the
                       date of this Certificate to the same extent as though
                       made on and as of the date hereof, except to the extent
                       such representations and warranties relate to an earlier
                       date, in which case, such representations and warranties
                       shall have been true and correct on and as of such
                       earlier date.

         IN WITNESS WHEREOF, I hereby subscribe my name on behalf of the
Borrower on this ____ day of ___________, 200_.


                                                        HEADWATERS INCORPORATED,
                                                        as Borrower


                                                        By:_____________________
                                                        [Insert Name of Officer]


<PAGE>

                                    EXHIBIT G


                            LIST OF CLOSING DOCUMENTS

                                    Attached



                                      -41-
<PAGE>

                                                                  Execution Copy


                                  $100,000,000

                             HEADWATERS INCORPORATED

                                 March 31, 2004

                          LIST OF CLOSING DOCUMENTS(1)


                                A. LOAN DOCUMENTS

1.       Credit Agreement (the "Credit Agreement") by and among Headwaters
         Incorporated, a Delaware corporation (the "Borrower"), the institutions
         from time to time parties thereto as Lenders (the "Lenders"), and Bank
         One, NA (Main Office Chicago), in its capacity as Agent for itself and
         the other Lenders (the "Agent"), evidencing a $100,000,000 credit
         facility.

                                       EXHIBITS

         EXHIBIT A    --  Form of Borrower's Counsel's Opinion
         EXHIBIT B    --  Form of Compliance Certificate
         EXHIBIT C    --  Form of Assignment and Assumption Agreement
         EXHIBIT D    --  Form of Loan/Credit Related Money Transfer Instruction
         EXHIBIT E-1  --  Form of Promissory Note for Revolving Loans
         EXHIBIT E-2  --  Form of Promissory Note for Term Loans
         EXHIBIT F    --  Officer's Certificate
         EXHIBIT G    --  List of Closing Documents


                                    SCHEDULES

         Commitment Schedule
         Pricing Schedule
         Schedule 1.1(A)   Excess Cash Flow Adjustments
         Schedule 1.1(B)   Initial Acquisitions
         Schedule 1.1(C)   Subordination Terms re. Permitted Subordinated
                             Indebtedness
         Schedule 1.1(D)   Specified Acquisitions
         Schedule 2.20     Existing Letters of Credit

-------------------
(1) Each capitalized term used herein and not defined herein shall have the
meaning assigned to such term in the above-defined Credit Agreement. Items
appearing in bold and italics shall be prepared and/or provided by the Borrower
and/or Borrower's counsel.

<PAGE>

         Schedule 5.7      Litigation
         Schedule 5.8      Subsidiaries
         Schedule 6.10     Permitted Restricted Payments
         Schedule 6.13(A)  Existing Investments
         Schedule 6.13(B)  Non-Subsidiary Investments
         Schedule 6.14(A)  Existing Indebtedness
         Schedule 6.14(B)  Subordination Terms re. Intercompany Indebtedness
         Schedule 6.15     Existing Liens
         Schedule 6.27     Mortgaged Properties


2.       Notes executed by the Borrower in favor of each of the Lenders, if any,
         which has requested a note pursuant to Section 2.13 of the Credit
         Agreement (each a "Requesting Lender") in the aggregate principal
         amount of each such Requesting Lender's Revolving Loan Commitment
         and/or Term Loan Commitment under the Credit Agreement.

3.       Guaranty made by each Domestic Subsidiary identified in Appendix A
         hereto (each such Subsidiary and the Borrower, herein being the "US
         Credit Parties") in favor of the Agent for the benefit of the Holders
         of Secured Obligations.

4.       Pledge and Security Agreement executed by each US Credit Party
         evidencing its grant of a security interest in substantially all of its
         respective personal property in favor of the Agent for the benefit of
         the Holders of Secured Obligations, together with the appropriate stock
         certificates and stock powers executed in blank.

         Schedule 3.4  --  Other Names
         Exhibit A     --  Place of Business, Chief Executive Office and Mailing
                           Address; Locations of Inventory, Equipment and
                           Fixtures
         Exhibit B     --  Intellectual Property
         Exhibit C     --  Legal Names; Jurisdictions of Organization; Financing
                           Statement Locations
         Exhibit D     --  List of Pledged Securities
         Exhibit E     --  Commercial Tort Claims

5.       Trademark Security Agreement made by the US Credit Parties, in favor of
         the Agent for the benefit of the Holders of Secured Obligations.

         Schedule A   --  Trademarks; Trademark And Service Mark Applications
         Schedule B   --  License Agreements

6.       Copyright Security Agreement made by the US Credit Parties in favor of
         the Agent for the benefit of the Holders of Secured Obligations.

         Schedule A   --  Registered Copyrights; Copyright Applications; Other
                          Copyrights
         Schedule B   --  License Agreements

                                      -43-
<PAGE>

7.       Patent Security Agreement made by the US Credit Parties in favor of the
         Agent for the benefit of the Holders of Secured Obligations.

         Schedule A   --  Registered Patents; Patent Applications; Other Patents
         Schedule B   --  License Agreements


                             B. CORPORATE DOCUMENTS

8.       Certificate of the Secretary or an Assistant Secretary of each US
         Credit Party certifying (i) that there have been no changes in the
         Articles or Certificate of Incorporation, Certificate of Formation or
         other charter document of such US Credit Party, as attached thereto and
         as certified as of a recent date by the secretary of state (or the
         equivalent thereof) of its jurisdiction of organization, if applicable,
         since the date of the certification thereof by such secretary of state
         (or equivalent thereof), if applicable, (ii) the By-Laws, Operating
         Agreement, or other applicable organizational document, as attached
         thereto, of such US Credit Party as in effect on the date of such
         certification, (iii) resolutions of the Board of Directors, Board of
         Managers, or other governing body of such US Credit Party authorizing
         the execution, delivery and performance of each Loan Document to which
         it is a party, and (iv) the names and true signatures of the incumbent
         officers of such US Credit Party authorized to sign the Loan Documents
         to which it is a party, and, in the case of the each of the Borrower,
         authorized to request borrowings under the Credit Agreement.

9.       Good Standing Certificates (or the equivalent thereof) for each US
         Credit Party from its respective jurisdiction of organization and those
         other jurisdictions identified in Appendix A hereto.


                                C. UCC DOCUMENTS

10.      UCC, tax and judgment lien search reports naming each US Credit Party
         from the appropriate offices in those jurisdictions identified in
         Appendix B hereto.

11.      UCC financing statements naming each US Credit Party as debtor and the
         Agent as secured party as filed with the appropriate offices in those
         jurisdictions set forth in Appendix C hereto.


              D. THIRD PARTY AND MISCELLANEOUS COLLATERAL DOCUMENTS

12.      Payout or Termination Letter evidencing, to the Agent's satisfaction,
         the termination of the Existing Credit Agreement, including, without
         limitation, the termination of all liens and security interests granted
         in connection therewith, together with UCC termination statements and
         other evidence of such Lien termination with respect thereto.

                                      -44-
<PAGE>

13.      Certificates of Insurance listing the Agent as (x) loss payee (standard
         mortgagee form) for the property, casualty, and business interruption
         insurance policies of the US Credit Parties, together with a long-form
         loss payable endorsement, and (y) additional insured with respect to
         the liability insurance of the US Credit Parties.


                                   E. OPINIONS

14.      Opinion letters of the Borrower's and the other US Credit Parties'
         domestic counsel Pillsbury Winthrop LLP, addressed to the Agent and the
         Lenders, relating to, among other things, enforceability, creation and
         perfection of security interests (with respect to US Credit Parties
         organized under the laws of the States of Delaware, Texas and
         California), good standing, incorporation, due authorization,
         non-contravention of laws, organizational documents and material
         agreements, etc.

15.      Opinion letter of Harlan M. Hatfield with respect to general corporate
         matters of US Credit Parties organized under the laws of the State of
         Utah.

16.      Opinion letter of Strong & Hanni with respect to creation and
         perfection of security interests with respect to US Credit Parties
         organized under the laws of the State of Utah.


                    F. CLOSING CERTIFICATES AND MISCELLANEOUS

17.      Funds Flow Memorandum and Disbursement Directions.

18.      Initial Compliance Certificate as of the Closing Date delivered by the
         Borrower.

19.      Consolidated financial statements of the Borrower and its Subsidiaries
         for the Borrower's fiscal quarter ended September 30, 2003.

20.      Certificate of the chief financial officer of the Borrower in form and
         substance acceptable to the Agent supporting the conclusions that after
         giving effect to the Refinancing, the Borrower is solvent, insofar as
         it will be able to pay its Indebtedness and other liabilities as they
         become due and will not be left with unreasonably small capital with
         which to engage in its businesses.

21.      Pro Forma Opening Statement giving effect to the Refinancing.

22.      Three year financial statement projections.

23.      A certificate signed by the chief financial officer of the Borrower,
         stating that on the initial Credit Extension Date (a) no Default or
         Unmatured Default has occurred and is continuing, (b) all of the
         representations and warranties in Article V of the Credit Agreement
         shall be true and correct in all material respects as of such date and
         (c) no Material Adverse Effect has occurred since September 30, 2003.

                                      -45-
<PAGE>

                              G. POST-CLOSING ITEMS

24.      Post-filing UCC search reports.

25.      Mortgages executed by the applicable US Credit Parties in favor of the
         Agent with respect to each parcel of property identified on Appendix D
         hereto, together with:

         (a)      Title commitment and insurance issued by a title/insurance
                  company acceptable to the Agent;

         (b)      ALTA surveys for each of the properties (or existing surveys
                  if no improvements have been made to such property);

         (c)      Flood certification letters, if applicable; and

         (d)      Opinion letters of local counsel in respect of each of the
                  Mortgages, addressed to the Agent and the Lenders.

                                      -46-
<PAGE>

                                   APPENDIX A
                 US Credit Parties; Good Standing Jurisdictions


---------------------------------------------------- ---------------------------
Name of Debtor; Address;                                      Good Standing
EIN; Organizational ID Number                                 Jurisdictions
---------------------------------------------------- ---------------------------
Headwaters Incorporated                                             DE

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN: 87-0547337
Org ID:  2531663
---------------------------------------------------- ---------------------------
ACM Georgia, Inc.                                                   GA

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  Applied for
Org ID:  0363916
---------------------------------------------------- ---------------------------
American Construction Materials, Inc.                               UT

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  75-3130509
Org ID:  5367873-0142
---------------------------------------------------- ---------------------------
Best Masonry & Tool Supply, Inc.                                    TX

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  74-2142761
Org ID:  54460700
---------------------------------------------------- ---------------------------
Covol Services Corporation                                          UT

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  56-2400946
Org ID:  5401835-0142
---------------------------------------------------- ---------------------------

                                      -47-
<PAGE>

---------------------------------------------------- ---------------------------
Name of Debtor; Address;                                      Good Standing
EIN; Organizational ID Number                                 Jurisdictions
---------------------------------------------------- ---------------------------
Don's Building Supply, L.P.                                         TX

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  75-1789595
Org ID:  14415410
---------------------------------------------------- ---------------------------
Global Climate Reserve Corporation                                  UT

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  84-1617589
Org ID:  5265829-0142
---------------------------------------------------- ---------------------------
Headwaters Clean Coal Corp.                                         UT

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  83-0380929
Org ID:  5325935-0142
---------------------------------------------------- ---------------------------
Headwaters Heavy Oil, Inc.                                          UT

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  Applied for
Org ID:  5569828-0142
---------------------------------------------------- ---------------------------
Headwaters NanoKinetix, Inc.                                        UT

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  86-1065711
Org ID:  5277629-0142
---------------------------------------------------- ---------------------------
Headwaters Olysub Corporation                                       DE

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  71-0920439
Org ID:  3542273
---------------------------------------------------- ---------------------------

                                      -48-
<PAGE>

---------------------------------------------------- ---------------------------
Name of Debtor; Address;                                      Good Standing
EIN; Organizational ID Number                                 Jurisdictions
---------------------------------------------------- ---------------------------
Headwaters Technology Innovation Group, Inc.                        UT

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  87-0707919
Org ID:  5325944-0142
---------------------------------------------------- ---------------------------
HTI Chemical Subsidiary, Inc.                                       NJ

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  22-3569571
Org ID:
---------------------------------------------------- ---------------------------
Hydrocarbon Technologies, Inc.                                      UT

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  22-3343362
Org ID:  5400443-0142
---------------------------------------------------- ---------------------------
ISG Liberty, Inc.                                                   UT

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  Applied for
Org ID:  5576278-0142
---------------------------------------------------- ---------------------------
ISG Manufactured Products, Inc.                                     UT

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  87-0655090
Org ID:  4727140-0142
---------------------------------------------------- ---------------------------
ISG Partner, Inc.                                                   UT

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  87-0668125
Org ID:  4837485-0142
---------------------------------------------------- ---------------------------

                                      -49-
<PAGE>

---------------------------------------------------- ---------------------------
Name of Debtor; Address;                                      Good Standing
EIN; Organizational ID Number                                 Jurisdictions
---------------------------------------------------- ---------------------------
ISG Resources, Inc.                                                 UT

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  87-0619597
Org ID:  1417798-0142
---------------------------------------------------- ---------------------------
ISG Services Corporation                                            UT

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:   87-0620660
Org ID: 1428395-0142
---------------------------------------------------- ---------------------------
ISG Swift Crete, Inc.                                               UT

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  87-0668123
Org ID:  4853210-0142
---------------------------------------------------- ---------------------------
Lewis W. Osborne, Inc.                                              CA

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  95-1070710
Org ID: C0133674
---------------------------------------------------- ---------------------------
Magna Wall, Inc.                                                    TX

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  74-2581126
Org ID: 117791800
---------------------------------------------------- ---------------------------
Palestine Concrete Tile Company, L.P.                               TX

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  75-1455662
Org ID:  800067381
---------------------------------------------------- ---------------------------

                                      -50-
<PAGE>

---------------------------------------------------- ---------------------------
Name of Debtor; Address;                                      Good Standing
EIN; Organizational ID Number                                 Jurisdictions
---------------------------------------------------- ---------------------------
United Terrazzo Supply Co., Inc.                                    CA

10653 S. River Front Parkway, Suite 300
South Jordan, UT  84095

EIN:  95-6051788
Org ID:  C0434371
---------------------------------------------------- ---------------------------

                                      -51-
<PAGE>

                                   APPENDIX B
                              Pre-Closing Searches

--------------------------------------------- ----------------------------------
              Debtor Name                               Jurisdiction
--------------------------------------------- ----------------------------------
Headwaters Incorporated                       Secretary of State, Delaware
                                              Secretary of State, Alabama
                                              Secretary of State, Utah
--------------------------------------------- ----------------------------------
ACM Georgia, Inc.                             Central Index Georgia
--------------------------------------------- ----------------------------------
American Construction Materials, Inc.         Secretary of State, Utah
--------------------------------------------- ----------------------------------
                                              Secretary of State, Texas
Best Masonry & Tool Supply, Inc.              Central Index Georgia
                                              Secretary of State, Utah
--------------------------------------------- ----------------------------------
                                              Secretary of State, Utah
                                              Secretary of State, Kentucky
Covol Services Corporation                    Secretary of State, New Jersey
                                              Secretary of State, Virginia
--------------------------------------------- ----------------------------------
Don's Building Supply, L.P.                   Secretary of State Texas
                                              Secretary of State, Utah
--------------------------------------------- ----------------------------------
Global Climate Reserve Corporation            Secretary of State, Utah
--------------------------------------------- ----------------------------------
Headwaters Clean Coal Corp.                   Secretary of State, Utah
--------------------------------------------- ----------------------------------
Headwaters Heavy Oil, Inc.                    Secretary of State, Utah
--------------------------------------------- ----------------------------------
Headwaters NanoKinetix, Inc.                  Secretary of State, Utah
                                              Secretary of State, New Jersey
--------------------------------------------- ----------------------------------
Headwaters Olysub Corporation                 Secretary of State, Delaware
--------------------------------------------- ----------------------------------
Headwaters Technology Innovation Group, Inc.  Secretary of State, Utah
                                              Secretary of State, New Jersey
--------------------------------------------- ----------------------------------
HTI Chemical Subsidiary, Inc.                 Secretary of State, New Jersey
--------------------------------------------- ----------------------------------
Hydrocarbon Technologies, Inc.                Secretary of State, Utah
                                              Secretary of State, New Jersey
--------------------------------------------- ----------------------------------
ISG Liberty, Inc.                             Secretary of State, Utah
--------------------------------------------- ----------------------------------
ISG Manufactured Products, Inc.               Secretary of State, Utah
--------------------------------------------- ----------------------------------
ISG Partner, Inc.                             Secretary of State, Utah
                                              Secretary of State, Texas
--------------------------------------------- ----------------------------------
ISG Resources, Inc.                           Utah
--------------------------------------------- ----------------------------------
                                              Secretary of State, Utah
                                              Secretary of State, Alabama
                                              Secretary of State, Arizona
                                              Secretary of State, Arkansas
                                              Secretary of State, California
                                              Central Index Georgia
                                              Central Index Louisiana
                                              Department of State, Michigan
ISG Services Corporation                      Secretary of State, Minnesota
                                              Secretary of State, Mississippi
--------------------------------------------- ----------------------------------

                                      -52-
<PAGE>

--------------------------------------------- ----------------------------------
              Debtor Name                               Jurisdiction
--------------------------------------------- ----------------------------------
                                              Secretary of State, North Carolina
                                              Secretary of State, North Dakota
                                              Secretary of State, Ohio
                                              Secretary of State, Texas
                                              Secretary of State, Washington
                                              Secretary of State, Wyoming
--------------------------------------------- ----------------------------------
ISG Swift Crete, Inc.                         Secretary of State, Utah
--------------------------------------------- ----------------------------------
Lewis W. Osborne, Inc.                        Secretary of State, California
                                              Secretary of State, Utah
--------------------------------------------- ----------------------------------
Magna Wall, Inc.                              Secretary of State, Texas
--------------------------------------------- ----------------------------------
Palestine Concrete Tile Company, L.P.         Secretary of State, Texas
--------------------------------------------- ----------------------------------
United Terrazzo Supply Co., Inc.              Secretary of State, California
--------------------------------------------- ----------------------------------

                                      -53-
<PAGE>
<TABLE>
<CAPTION>
                                                    APPENDIX C
                                                 Filing Locations

---------------------------------------------- --------------------------------- ---------------- --------------------
                   Debtor                                Jurisdiction                Filing             Filing
                                                                                      Date              Number
---------------------------------------------- --------------------------------- ---------------- --------------------
<S>                                            <C>                               <C>              <C>
ACM Georgia, Inc.                              Fulton County, Georgia            04-02-2004       060200404365
---------------------------------------------- --------------------------------- ---------------- --------------------
ACM Georgia, Inc.                              Gwinnett County, Georgia          04-02-2004       0672004003139
---------------------------------------------- --------------------------------- ---------------- --------------------
American Construction Materials, Inc.          Secretary of State, Utah          04-02-2004       241707200432
---------------------------------------------- --------------------------------- ---------------- --------------------
Best Masonry & Tool Supply, Inc.               Secretary of State, Texas         04-02-2004       04-0062799542
---------------------------------------------- --------------------------------- ---------------- --------------------
Covol Services Corporation                     Secretary of State, Utah          04-02-2004       241610200426
---------------------------------------------- --------------------------------- ---------------- --------------------
Don's Building Supply, L.P.                    Secretary of State, Texas         04-02-2004       04-0062799653
---------------------------------------------- --------------------------------- ---------------- --------------------
Don's Building Supply, L.P.                    Secretary of State, Utah          04-02-2004       241600200424
---------------------------------------------- --------------------------------- ---------------- --------------------
Global Climate Reserve Corporation             Secretary of State, Utah          04-02-2004       241681200432
---------------------------------------------- --------------------------------- ---------------- --------------------
Headwaters Clean Coal Corp.                    Secretary of State, Utah          04-02-2004       241683200434
---------------------------------------------- --------------------------------- ---------------- --------------------
Headwaters Heavy Oil, Inc.                     Secretary of State, Utah          04-02-2004       241684200435
---------------------------------------------- --------------------------------- ---------------- --------------------
Headwaters Incorporated                        Secretary of State, Delaware      04-02-2004       40937989
---------------------------------------------- --------------------------------- ---------------- --------------------
Headwaters NanoKinetix, Inc.                   Secretary of State, Utah          04-02-2004       241685200436
---------------------------------------------- --------------------------------- ---------------- --------------------
Headwaters Olysub Corporation                  Secretary of State, Delaware      04-02-2004       40938037
---------------------------------------------- --------------------------------- ---------------- --------------------
Headwaters Technology Innovation Group, Inc.   Secretary of State, Utah          04-02-2004       241684200438
---------------------------------------------- --------------------------------- ---------------- --------------------
HTI Chemical Subsidiary, Inc.                  Secretary of State, New Jersey    04-02-2004       2228591-1
---------------------------------------------- --------------------------------- ---------------- --------------------
Hydrocarbon Technologies, Inc.                 Secretary of State, Utah          04-02-2004       241688200439
---------------------------------------------- --------------------------------- ---------------- --------------------
ISG Liberty, Inc.                              Secretary of State, Utah          04-02-2004       241727200436
---------------------------------------------- --------------------------------- ---------------- --------------------
ISG Manufactured Products, Inc.                Secretary of State, Utah          04-02-2004       241726200435
---------------------------------------------- --------------------------------- ---------------- --------------------
ISG Partner, Inc.                              Secretary of State, Utah          04-02-2004       241709200434
---------------------------------------------- --------------------------------- ---------------- --------------------
ISG Resources, Inc.                            Secretary of State, Utah          04-02-2004       241715200432
---------------------------------------------- --------------------------------- ---------------- --------------------
ISG Services Corporation                       Secretary of State, Utah          04-02-2004       241705200430
---------------------------------------------- --------------------------------- ---------------- --------------------
ISG Swift Crete, Inc.                          Secretary of State, Utah          04-02-2004       241633200433
---------------------------------------------- --------------------------------- ---------------- --------------------
Lewis W. Osborne, Inc.                         Secretary of State, California    04-02-2004       0410360026
---------------------------------------------- --------------------------------- ---------------- --------------------
Magna Wall, Inc.                               Secretary of State, Texas         04-02-2004       04-0062799764
---------------------------------------------- --------------------------------- ---------------- --------------------
Palestine Concrete Tile Company, L.P.          Secretary of State, Texas         04-02-2004       04-0062799875
---------------------------------------------- --------------------------------- ---------------- --------------------
Palestine Concrete Tile Company, L.P.          Secretary of State, Utah          04-02-2004       241637200437
---------------------------------------------- --------------------------------- ---------------- --------------------
United Terrazzo Supply Co., Inc.               Secretary of State, California    04-02-2004       0410360041
---------------------------------------------- --------------------------------- ---------------- --------------------

                                      -54-
</TABLE>
<PAGE>

                                   APPENDIX D
                              Mortgaged Properties

--------------------------------------- ----------------------------------------
US Credit Party                                 Location of Property
--------------------------------------- ----------------------------------------
Palestine Concrete Tile Company, L.P.           2202 Chalk Hill Road
                                                  Dallas, TX 75212
--------------------------------------- ----------------------------------------
Don's Building Supply, L.P.                     2327 Langford Street
                                                  Dallas, TX 75208
--------------------------------------- ----------------------------------------
ISG Resources, Inc.                                 8850 Yosemite
                                              Henderson, Colorado 80640
--------------------------------------- ----------------------------------------
ISG Resources, Inc.                              16005 Phoebe Ave.,
                                                 La Mirada, CA 90638
--------------------------------------- ----------------------------------------
Hydrocarbon Technologies, Inc.                  1501 New York Avenue
                                          Lawerenceville, New Jersey 08648
--------------------------------------- ----------------------------------------
ISG Resources, Inc.                           1345 E. Philadelphia St.
                                                  Pomona, CA 91766
--------------------------------------- ----------------------------------------

                                      -55-