<PAGE>

================================================================================

                                CREDIT AGREEMENT

                          Dated as of December 19, 2003

                                      among

                             QUANTA SERVICES, INC.,
                                as the Borrower,

               THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN,
                               as the Guarantors,

                             BANK OF AMERICA, N.A.,
           as Administrative Agent, Swing Line Lender, L/C Issuer and
                            Credit-Linked L/C Issuer,

                                       and

                         THE OTHER LENDERS PARTY HERETO

                         BANC OF AMERICA SECURITIES LLC,

                     as Lead Arranger and Joint Book Manager

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                <C>
ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS..................................................................       1
     1.01     Defined Terms..................................................................................       1
     1.02     Other Interpretive Provisions..................................................................      26
     1.03     Accounting Terms...............................................................................      27
     1.04     Rounding.......................................................................................      27
     1.05     References to Agreements and Laws..............................................................      27
     1.06     Times of Day...................................................................................      28
     1.07     Letter of Credit Amounts.......................................................................      28
ARTICLE II  THE COMMITMENTS AND CREDIT EXTENSIONS............................................................      28
     2.01     Revolving Loans and Credit-Linked Deposits.....................................................      28
     2.02     Borrowings, Conversions and Continuations of Revolving Loans...................................      28
     2.03     Letters of Credit..............................................................................      30
     2.04     Swing Line Loans...............................................................................      37
     2.05     Credit-Linked Deposits and Credit Extensions...................................................      40
     2.06     Conversion to Funded Term Loans; Conversion to Credit-Linked Deposits..........................      50
     2.07     Prepayments....................................................................................      53
     2.08     Termination or Reduction of Commitments........................................................      55
     2.09     Repayment of Loans.............................................................................      56
     2.10     Interest.......................................................................................      56
     2.11     Fees...........................................................................................      57
     2.12     Computation of Interest and Fees...............................................................      57
     2.13     Evidence of Debt...............................................................................      58
     2.14     Payments Generally.............................................................................      58
     2.15     Sharing of Payments............................................................................      60
ARTICLE III  TAXES, YIELD PROTECTION AND ILLEGALITY..........................................................      60
     3.01     Taxes..........................................................................................      60
     3.02     Illegality.....................................................................................      62
     3.03     Inability to Determine Rates...................................................................      62
     3.04     Increased Cost and Reduced Return; Capital Adequacy............................................      62
     3.05     Funding Losses.................................................................................      63
     3.06     Matters Applicable to all Requests for Compensation............................................      64
     3.07     Survival.......................................................................................      64
ARTICLE IV  GUARANTY.........................................................................................      64
     4.01     The Guaranty...................................................................................      64
     4.02     Obligations Unconditional......................................................................      64
     4.03     Reinstatement..................................................................................      65
     4.04     Certain Additional Waivers.....................................................................      65
     4.05     Remedies.......................................................................................      66
     4.06     Rights of Contribution.........................................................................      66
     4.07     Guarantee of Payment; Continuing Guarantee.....................................................      67
ARTICLE V  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS.........................................................      67
     5.01     Conditions of Initial Credit Extension.........................................................      67
     5.02     Conditions to all Credit Extensions............................................................      69
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                                <C>
     5.03     Conditions to Term Loans.......................................................................      70
ARTICLE VI  REPRESENTATIONS AND WARRANTIES...................................................................      70
     6.01     Existence, Qualification and Power.............................................................      70
     6.02     Authorization; No Contravention................................................................      71
     6.03     Governmental Authorization; Other Consents.....................................................      71
     6.04     Binding Effect.................................................................................      71
     6.05     Financial Statements; No Material Adverse Effect...............................................      71
     6.06     Litigation.....................................................................................      72
     6.07     No Default.....................................................................................      72
     6.08     Ownership of Property; Liens...................................................................      72
     6.09     Environmental Compliance.......................................................................      72
     6.10     Insurance......................................................................................      73
     6.11     Taxes..........................................................................................      73
     6.12     ERISA Compliance...............................................................................      73
     6.13     Subsidiaries...................................................................................      74
     6.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act.................      74
     6.15     Disclosure.....................................................................................      75
     6.16     Compliance with Laws...........................................................................      75
     6.17     Intellectual Property; Licenses, Etc...........................................................      75
     6.18     Solvency.......................................................................................      75
     6.19     Perfection of Security Interests in the Collateral.............................................      75
     6.20     Business Locations.............................................................................      75
     6.21     Brokers' Fees..................................................................................      76
     6.22     Labor Matters..................................................................................      76
     6.23     Subordination..................................................................................      76
     6.24     Tax Shelter Regulations........................................................................      76
ARTICLE VII  AFFIRMATIVE COVENANTS...........................................................................      76
     7.01     Financial Statements...........................................................................      77
     7.02     Certificates; Other Information................................................................      77
     7.03     Notices........................................................................................      79
     7.04     Payment of Obligations.........................................................................      79
     7.05     Preservation of Existence, Etc.................................................................      79
     7.06     Maintenance of Properties......................................................................      80
     7.07     Maintenance of Insurance.......................................................................      80
     7.08     Compliance with Laws...........................................................................      80
     7.09     Books and Records..............................................................................      80
     7.10     Inspection Rights..............................................................................      81
     7.11     Use of Proceeds................................................................................      81
     7.12     Additional Subsidiaries........................................................................      81
     7.13     ERISA Compliance...............................................................................      81
     7.14     Pledged Assets.................................................................................      82
ARTICLE VIII  NEGATIVE COVENANTS.............................................................................      83
     8.01     Liens..........................................................................................      83
     8.02     Investments....................................................................................      85
     8.03     Indebtedness...................................................................................      85
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                               <C>
     8.04     Fundamental Changes............................................................................      87
     8.05     Dispositions...................................................................................      87
     8.06     Restricted Payments............................................................................      87
     8.07     Change in Nature of Business...................................................................      88
     8.08     Transactions with Affiliates and Insiders......................................................      88
     8.09     Burdensome Agreements..........................................................................      88
     8.10     Use of Proceeds................................................................................      89
     8.11     Financial Covenants............................................................................      89
     8.12     Prepayment of Other Indebtedness, Etc..........................................................      89
     8.13     Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.........      90
     8.14     Ownership of Subsidiaries......................................................................      90
     8.15     Sale Leasebacks................................................................................      90
     8.16     Capital Expenditures...........................................................................      90
ARTICLE IX  EVENTS OF DEFAULT AND REMEDIES...................................................................      91
     9.01     Events of Default..............................................................................      91
     9.02     Remedies Upon Event of Default.................................................................      93
     9.03     Application of Funds...........................................................................      94
ARTICLE X  ADMINISTRATIVE AGENT..............................................................................      95
     10.01    Appointment and Authorization of Administrative Agent..........................................      95
     10.02    Delegation of Duties...........................................................................      96
     10.03    Liability of Administrative Agent..............................................................      96
     10.04    Reliance by Administrative Agent...............................................................      97
     10.05    Notice of Default..............................................................................      97
     10.06    Credit Decision; Disclosure of Information by Administrative Agent.............................      97
     10.07    Indemnification of Administrative Agent........................................................      98
     10.08    Administrative Agent in its Individual Capacity................................................      98
     10.09    Successor Administrative Agent.................................................................      99
     10.10    Administrative Agent May File Proofs of Claim..................................................      99
     10.11    Collateral and Guaranty Matters................................................................     100
     10.12    Other Agents; Arrangers and Managers...........................................................     100
ARTICLE XI  MISCELLANEOUS....................................................................................     101
     11.01    Amendments, Etc................................................................................     101
     11.02    Notices and Other Communications; Facsimile Copies.............................................     102
     11.03    No Waiver; Cumulative Remedies.................................................................     103
     11.04    Attorney Costs, Expenses and Taxes.............................................................     103
     11.05    Indemnification by the Borrower................................................................     104
     11.06    Payments Set Aside.............................................................................     105
     11.07    Successors and Assigns.........................................................................     105
     11.08    Confidentiality................................................................................     108
     11.09    Set-off........................................................................................     109
     11.10    Interest Rate Limitation.......................................................................     109
     11.11    Counterparts...................................................................................     109
     11.12    Integration....................................................................................     109
     11.13    Survival of Representations and Warranties.....................................................     110
     11.14    Severability...................................................................................     110
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                               <C>
     11.15    Tax Forms......................................................................................     110
     11.16    Replacement of Lenders.........................................................................     112
     11.17    Governing Law..................................................................................     112
     11.18    Waiver of Right to Trial by Jury...............................................................     112
     11.19    Designated Senior Indebtedness.................................................................     113
     11.20    USA Patriot Act Notice.........................................................................     113
</TABLE>

<PAGE>

SCHEDULES

     1.01(a)           Dispositions
     1.01(b)(1)        Existing Credit-Linked Letters of Credit
     1.01(b)(2)        Existing Letters of Credit
     1.01(c)           Permitted Charges
     2.01              Commitments and Pro Rata Shares
     6.10              Insurance
     6.13              Subsidiaries
     6.17              IP Rights
     6.20(a)           Locations of Real Property
     6.20(b)           Locations of Tangible Personal Property
     6.20(c)           Location of Chief Executive Office, Etc.
     8.01              Liens Existing on the Closing Date
     8.02              Investments Existing on the Closing Date
     8.03              Indebtedness Existing on the Closing Date
     8.08              Affiliate Transactions
     11.02             Certain Addresses for Notices

EXHIBITS

     A                 Form of Letter of Credit Transfer Notice
     B                 Form of Loan Notice
     C                 Form of Request for Credit-Linked Deposit
     D                 Form of Swing Line Loan Notice
     E-1               Form of Revolving Note
     E-2               Form of Swing Line Note
     E-3               Form of Credit-Linked Note
     F                 Form of Compliance Certificate
     G                 Form of Assignment and Assumption
     H                 Form of Joinder Agreement
     I                 Form of Money Market Account Agreement

<PAGE>

                                CREDIT AGREEMENT

         This CREDIT AGREEMENT is entered into as of December __, 2003 among
QUANTA SERVICES, INC., a Delaware corporation (the "Borrower"), the Guarantors
(defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer.

         The Borrower has requested that the Lenders provide $185,000,000 in
credit facilities for the purposes set forth herein, and the Lenders are willing
to do so on the terms and conditions set forth herein.

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

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

1.01     Defined Terms.

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

         "Acquisition", by any Person, means the acquisition by such Person, in
a single transaction or in a series of related transactions, of all or any
substantial portion of the Property of another Person or at least a majority of
the Voting Stock of another Person, in each case whether or not involving a
merger or consolidation with such other Person and whether for cash, property,
services, assumption of Indebtedness, securities or otherwise.

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

         "Administrative Agent's Office" means the Administrative Agent's
address and, as appropriate, account as set forth on Schedule 11.02 or such
other address or account as the Administrative Agent may from time to time
notify the Borrower and the Lenders.

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

         "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. "Control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. "Controlling" and
"Controlled" have meanings correlative thereto. Without limiting the generality
of the foregoing, a Person shall be deemed to be Controlled by another Person if
such other Person possesses, directly or indirectly, power to vote 10% or more
of the securities having ordinary voting power for the election of directors,
managing general partners or the equivalent.

         "Agent-Related Persons" means the Administrative Agent, together with
its Affiliates (including, in the case of Bank of America in its capacity as the
Administrative Agent, BAS), and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.

<PAGE>

         "Aggregate Credit-Linked Commitments" means the Credit-Linked
Commitments of all the Credit-Linked Lenders. The aggregate principal amount of
the Credit-Linked Commitment of all the Lenders as in effect on the Closing Date
is ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000).

         "Aggregate Revolving Commitments" means the Revolving Commitments of
all the Lenders. The initial amount of the Aggregate Revolving Commitments in
effect on the Closing Date is THIRTY FIVE MILLION DOLLARS ($35,000,000).

         "Agreement" means this Credit Agreement, as amended, modified,
supplemented and extended from time to time.

         "Applicable Rate" means the following percentages per annum, based upon
the Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 7.02(a):

<TABLE>
<CAPTION>
                                                              Cash
                                                             Secured            Revolving Loans
               Consolidated                    Letter of    Letter of      --------------------------
Pricing          Leverage        Commitment     Credit       Credit       Eurodollar       Base Rate
 Level            Ratio             Fee          Fee           Fee          Loans            Loans
 -----            -----             ---          ---           ---          -----            -----
<S>        <C>                   <C>           <C>          <C>           <C>              <C>
    1        < 2.5:1.0             0.375%        1.75%         0.50%        1.75%            0.25%
    2      > or = 2.5:1.0 but      0.375%        2.00%         0.50%        2.00%            0.50%
             < 3.0:1.0

    3      > or = 3.0:1.0 but       0.50%        2.25%         0.50%        2.25%            0.75%
             < 3.5:1.0

    4      > or = 3.5:1.0 but       0.50%        2.50%         0.50%        2.50%            1.00%
             < 4.0:1.0

    5      > or = 4.0:1.0 but       0.50%        2.75%         0.50%        2.75%            1.25%
             < 4.5:1.0

    6      > or = 4.5:1.0          0.625%        3.00%         0.50%        3.00%            1.50%
</TABLE>

Any increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is required to be
delivered pursuant to Section 7.02(a); provided, however, that if a Compliance
Certificate is not delivered when due in accordance with such Section, then
Pricing Level 6 shall apply as of the first Business Day after the date on which
such Compliance Certificate was required to have been delivered and shall
continue to apply until the first Business Day immediately following the date a
Compliance Certificate is delivered in accordance with Section 7.02(a),
whereupon the Applicable Rate shall be adjusted based upon the calculation of
the Consolidated Leverage Ratio contained in such Compliance Certificate. The
Applicable Rate in effect from the Closing Date through the first Business Day
immediately following the date a Compliance Certificate is required to be
delivered pursuant to Section 7.02(a) for the fiscal quarter ending December 31,
2003 shall be determined based upon Pricing Level 6.

         "Assignment and Assumption" means an Assignment and Assumption
substantially in the form of Exhibit G.

         "Attorney Costs" means and includes all reasonable fees, expenses and
disbursements of any law firm or other external counsel.

<PAGE>

         "Attributable Indebtedness" means, on any date, (a) in respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
(b) in respect of any Synthetic Lease, the capitalized amount of the remaining
lease payments under the relevant lease that would appear on a balance sheet of
such Person prepared as of such date in accordance with GAAP if such lease were
accounted for as a Capital Lease and (c) in respect of any Securitization
Transaction of any Person, the outstanding principal amount of such financing,
after taking into account reserve accounts and making appropriate adjustments,
determined by the Administrative Agent in its reasonable judgment.

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended December
31, 2002, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year of the Borrower and its
Subsidiaries, including the notes thereto.

         "Auto-Renewal Credit-Linked Letter of Credit" has the meaning specified
in Section 2.05(b)(iii).

         "Auto-Renewal Letter of Credit" has the meaning specified in Section
2.03(b)(iii).

         "Availability Period" means, (a) with respect to the Revolving
Commitments, the period from and including the Closing Date to the earliest of
(i) the Maturity Date, (ii) the date of termination of the Aggregate Revolving
Commitments pursuant to Section 2.08, and (iii) the date of termination of the
commitment of each Lender to make Loans and of the obligation of the L/C Issuer
to make L/C Credit Extensions pursuant to Section 9.02 and (b) with respect to
the Credit-Linked Commitments, the period from and including the Closing Date to
the earliest of (i) the Maturity Date, (ii) the date of termination of the
Credit-Linked Commitments pursuant to Section 2.08 and (iii) the date of
termination of the commitment of each Credit-Linked Lender to make Term Loans
pursuant to Section 9.02.

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

         "BAS" means Banc of America Securities LLC, in its capacity as sole
lead arranger and sole book manager.

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

         "Base Rate Loan" means a Loan that bears interest based on the Base
Rate.

         "Benchmark Rate" has the meaning set forth in Section 2.05(i).

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

         "Borrowing" means a borrowing consisting of simultaneous Revolving
Loans of the same Type and, in the case of Eurodollar Rate Loans, having the
same Interest Period made by each of the Lenders pursuant to Section 2.01.

<PAGE>

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

         "Businesses" means, at any time, a collective reference to the
businesses operated by the Borrower and its Subsidiaries at such time.

         "Capital Lease" means, as applied to any Person, any lease of any
Property by that Person as lessee which, in accordance with GAAP, is required to
be accounted for as a capital lease on the balance sheet of that Person.

         "Capital Stock" means (a) in the case of a corporation, capital stock,
(b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
capital stock, (c) in the case of a partnership, partnership interests (whether
general or limited), (d) in the case of a limited liability company, membership
interests and (e) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

         "Cash Collateralize" means to pledge and deposit with or deliver to (a)
the Administrative Agent, for the benefit of the L/C Issuer and the Lenders with
a Revolving Commitment, as collateral for the L/C Obligations, cash or deposit
account balances pursuant to documentation in form and substance reasonably
satisfactory to the Administrative Agent and the L/C Issuer (which documents are
hereby consented to by the Lenders) or (b) the Administrative Agent, for the
benefit of the Credit-Linked L/C Issuer and the Credit-Linked Lenders, as
collateral for the Credit-Linked L/C Obligations, cash or deposit account
balances pursuant to documentation in form and substance reasonably satisfactory
to the Administrative Agent and the Credit-Linked L/C Issuer (which documents
are hereby consented to by the Credit-Linked Lenders), as the context may
require. Derivatives of such term have corresponding meanings.

         "Cash Equivalents" means, as at any date, (a) securities issued or
directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than twelve
months from the date of acquisition, (b) Dollar denominated time deposits and
certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of
recognized standing having capital and surplus in excess of $500,000,000 or
(iii) any bank whose short-term commercial paper rating from S&P is at least A-1
or the equivalent thereof or from Moody's is at least P-1 or the equivalent
thereof (any such bank being an "Approved Bank"), in each case with maturities
of not more than one (1) year from the date of acquisition, (c) commercial paper
and variable or fixed rate notes issued by any Approved Bank (or by the parent
company thereof) or any variable rate notes issued by, or guaranteed by, any
domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or
P-1 (or the equivalent thereof) or better by Moody's and maturing within twelve
(12) months of the date of acquisition, (d) repurchase agreements entered into
by any Person with a bank or trust company (including any of the Lenders) or
recognized securities dealer having capital and surplus in excess of
$500,000,000 for direct obligations issued by or fully guaranteed by the United
States in which such Person shall have a perfected first priority security
interest (subject to no other Liens) and having, on the date of purchase
thereof, a fair market value of at least 100% of the amount of the repurchase
obligations and (e) Investments, classified in accordance with GAAP as current
assets, in money market investment programs registered under the Investment
Company Act of 1940, as amended, which are administered by reputable

<PAGE>

financial institutions having capital of at least $500,000,000 and the
portfolios of which are limited such that 95% of such Investments are of the
character described in the foregoing subdivisions (a) through (d).

         "Cash-Secured Letter of Credit" means any Letter of Credit issued
pursuant to Section 2.03 which is secured by cash pledged and deposited with the
Administrative Agent pursuant to documentation in form and substance reasonably
satisfactory to the Administrative Agent and the L/C Issuer.

         "Change of Control" means an event or series of events by which:

                  (a)      any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but
         excluding any employee benefit plan of such person or its subsidiaries,
         and any person or entity acting in its capacity as trustee, agent or
         other fiduciary or administrator of any such plan) becomes the
         "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
         Securities Exchange Act of 1934, except that (i) a person or group
         shall be deemed to have "beneficial ownership" of all Capital Stock
         that such person or group has the right to acquire (such right, an
         "option right"), whether such right is exercisable immediately or only
         after the passage of time and (ii) an entity shall not be deemed to
         have "beneficial ownership" of any Capital Stock owned by any member of
         the Borrower's board of directors employed by or affiliated with such
         entity), directly or indirectly, of thirty eight percent (38%) of the
         Capital Stock of the Borrower entitled to vote for members of the board
         of directors or equivalent governing body of the Borrower on a fully
         diluted basis (and taking into account all such securities that such
         person or group has the right to acquire pursuant to any option right);
         or

                  (b)      during any period of 24 consecutive months, a
         majority of the members of the board of directors or other equivalent
         governing body of the Borrower cease to be composed of individuals (i)
         who were members of that board or equivalent governing body on the
         first day of such period, (ii) whose election or nomination to that
         board or equivalent governing body was approved by individuals referred
         to in clause (i) above constituting at the time of such election or
         nomination at least a majority of that board or equivalent governing
         body or (iii) whose election or nomination to that board or other
         equivalent governing body was approved by individuals referred to in
         clauses (i) and (ii) above constituting at the time of such election or
         nomination at least a majority of that board or equivalent governing
         body (excluding, in the case of both clause (ii) and clause (iii), any
         individual whose initial nomination for, or assumption of office as, a
         member of that board or equivalent governing body occurs as a result of
         an actual or threatened solicitation of proxies or consents for the
         election or removal of one or more directors by any person or group
         other than a solicitation for the election of one or more directors by
         or on behalf of the board of directors); or

                  (c)      the occurrence of a "Fundamental Change" (or any
         comparable term) under, and as defined in, the 2000 Subordinated
         Documents; or

                  (d)      the occurrence of a "Fundamental Change" (or any
         comparable term) under, and as defined in, the 2003 Convertible
         Subordinated Debentures Documents.

         "Closing Date" means the date hereof.

         "Collateral" means a collective reference to all real and personal
Property with respect to which Liens in favor of the Administrative Agent are
purported to be granted pursuant to and in accordance with the terms of the
Collateral Documents.

<PAGE>

         "Collateral Documents" means a collective reference to the Security
Agreement, the Pledge Agreement, the Money Market Account Agreement, the
Mortgages and other security documents as may be executed and delivered by the
Loan Parties pursuant to the terms of Section 7.14.

         "Commitment" means, as to each Lender, the Revolving Commitment of such
Lender and/or the Credit-Linked Commitment of such Lender.

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit F.

         "Consolidated Asset Coverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated Net Assets to (b) Consolidated
Funded Indebtedness (other than Subordinated Indebtedness) as of such date minus
unrestricted cash and Cash Equivalents in excess of $25,000,000 held by the
Borrower and its Subsidiaries which would appear on a consolidated balance sheet
of the Borrower and its Subsidiaries as of such date.

         "Consolidated Capital Expenditures" means, for any period, for the
Borrower and its Subsidiaries on a consolidated basis, all capital expenditures
(including, without limitation, any capitalized software development costs), as
determined in accordance with GAAP; provided, however, that Consolidated Capital
Expenditures shall not include (a) expenditures made with proceeds of any
Involuntary Disposition to the extent such expenditures are used to purchase
Property that is the same as or similar to the Property subject to such
Involuntary Disposition or (b) Permitted Acquisitions.

         "Consolidated EBIT" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period plus the following to the extent deducted in calculating such
Consolidated Net Income: (a) Consolidated Interest Expense for such period, (b)
the provision for taxes based on income or revenues payable by the Borrower and
its Subsidiaries for such period, (c) without duplication, the Permitted Charges
for such period and (d) without duplication, Non-Cash Charges for such period,
as determined in accordance with GAAP. Notwithstanding the foregoing, for
purposes of calculating the Consolidated Interest Coverage Ratio, the
Consolidated Leverage Ratio and the Consolidated Senior Leverage Ratio as of the
end of the fiscal quarters ending December 31, 2003 and March 31, 2004,
Consolidated EBIT for the twelve month period ending as of the applicable fiscal
quarter shall be determined as follows:

         Date of Fiscal Quarter End

         December 31, 2003          $18,050,000 plus actual Consolidated EBIT
                                    for the six month period ending on December
                                    31, 2003

         March 31, 2004             $18,050,000 plus actual Consolidated EBIT
                                    for the nine month period ending on March
                                    31, 2004

         "Consolidated EBITDA" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to (a) Consolidated EBIT
for such period plus (b) the amount of depreciation and amortization expense for
such period (to the extent deducted in calculating Consolidated Net Income for
such period), all as determined in accordance with GAAP. Notwithstanding the
foregoing, for purposes of calculating the Consolidated Interest Coverage Ratio,
the Consolidated Leverage Ratio and the Consolidated Senior Leverage Ratio as of
the end of the fiscal quarters ending December 31, 2003 and March 31, 2004,
Consolidated EBITDA for the twelve month period ending as of the applicable
fiscal quarter shall be determined as follows:

         Date of Fiscal Quarter End

<PAGE>

         December 31, 2003          $48,550,000 plus actual Consolidated EBITDA
                                    for the six month period ending on December
                                    31, 2003

         March 31, 2004             $33,750,000 plus actual Consolidated EBITDA
                                    for the nine month period ending on March
                                    31, 2004

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

         "Consolidated Interest Expense" means, for any period, for the Borrower
and its Subsidiaries on a consolidated basis, an amount equal to the sum of all
interest, premium payments, debt discount, fees, charges and related expenses of
the Borrower and its Subsidiaries in connection with borrowed money (including
capitalized interest) or in connection with the deferred purchase price of
assets, in each case to the extent treated as interest in accordance with GAAP;
provided, however, that Consolidated Interest Expense for the twelve month
period ending as of the fiscal quarters ending December 31, 2003, March 31,
2004, June 30, 2004 and September 30, 2004 shall equal the following:

         Date of Fiscal Quarter End

         December 31, 2003          $21,500,000

         March 31, 2004             $16,125,000 plus actual Consolidated
                                    Interest Expense for the three month period
                                    ending on March 31, 2004

         June 30, 2004              $10,750,000 plus actual Consolidated
                                    Interest Expense for the six month period
                                    ending on June 30, 2004

         September 30, 2004         $5,375,000 plus actual Consolidated Interest
                                    Expense for the nine month period ending on
                                    September 30, 2004

         "Consolidated Interest Coverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated EBIT for the period of the four
fiscal quarters most recently ended for which the Borrower has delivered
financial statements pursuant to Section 7.01(a) or (b) to (b) the sum of (i)
Consolidated Interest Expense for the period of the four fiscal quarters most
recently ended for which the Borrower has delivered financial statements
pursuant to Section 7.01(a) or (b) minus (ii) all interest expense attributable
to capitalized loan costs and the amount of fees paid in connection with the
issuance of letters of credit on behalf of the Borrower or any Subsidiary during
such period.

         "Consolidated Leverage Ratio" means, as of any date of determination,
the ratio of (a) Consolidated Funded Indebtedness as of such date minus
unrestricted cash and Cash Equivalents in excess of $25,000,000 held by the
Borrower and its Subsidiaries which would appear on a consolidated balance sheet
of the Borrower and its Subsidiaries as of such date to (b) Consolidated EBITDA
for the period of the four fiscal quarters most recently ended for which the
Borrower has delivered financial statements pursuant to Section 7.01(a) or (b).

         "Consolidated Net Accounts" means, as of any date of determination,
accounts receivable set out in the balance sheet of the Borrower and its
Subsidiaries as accounts receivable, net of allowances, and in each case, as
determined in accordance with GAAP.

<PAGE>

         "Consolidated Net Assets" means, as of any date of determination, the
sum of (a) Consolidated Net Accounts plus (b) Consolidated Net PP&E.

         "Consolidated Net Income" means, for any period, for the Borrower and
its Subsidiaries on a consolidated basis, the net income of the Borrower and its
Subsidiaries (excluding extraordinary gains and extraordinary losses) for that
period.

         "Consolidated Net PP&E" means, as of any date of determination, the
difference of (a) total property, plant and equipment of the Borrower and its
Subsidiaries set out in the consolidated balance sheet of the Borrower and its
Subsidiaries minus (b) accumulated depreciation expense attributed to such
items, set out in the consolidated balance sheet of the Borrower and its
Subsidiaries as "property and equipment, net" and in each case, as determined in
accordance with GAAP.

         "Consolidated Net Worth" means, as of any date of determination,
consolidated shareholders' equity of the Borrower and its Subsidiaries as of
that date determined in accordance with GAAP.

         "Consolidated Senior Leverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated Funded Indebtedness (other than
Subordinated Indebtedness) as of such date minus unrestricted cash and Cash
Equivalents in excess of $25,000,000 held by the Borrower and its Subsidiaries
which would appear on a consolidated balance sheet of the Borrower and its
Subsidiaries as of such date to (b) Consolidated EBITDA for the period of the
four fiscal quarters most recently ended for which the Borrower has delivered
financial statements pursuant to Section 7.01(a) or (b).

         "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
Property is bound.

         "Control" has the meaning specified in the definition of "Affiliate."

         "Credit Extension" means each of the following: (a) a Borrowing, (b) an
L/C Credit Extension and (c) a Credit-Linked Credit Extension (including the
making of certain proceeds in the Credit Linked Deposit Account available as a
Term Loan).

         "Credit-Linked Commitment" means, as to each Lender, its obligation (a)
to make the Credit-Linked Deposit to the Administrative Agent pursuant to
Section 2.01(b) in the principal amount set forth opposite such Lender's name on
Schedule 2.01 and (b) to make Term Loans to the Borrower with the Dollars
deposited in the Credit-Linked Deposit pursuant to Section 2.06(a), as such
amount may be reduced from time to time in accordance with this Agreement.

         "Credit-Linked Credit Extension" means (a) with respect to any
Credit-Linked Letter of Credit, the issuance thereof or extension of the expiry
date thereof, or the renewal, reinstatement or increase of the amount thereof,
(b) the transfer of a Letter of Credit to a Credit-Linked Letter of Credit and
(c) the making of any Term Loans.

         "Credit-Linked Deposit" has the meaning set forth in Section
2.05(c)(ii).

         "Credit-Linked Deposit Account" means the deposit account established
by the Administrative Agent in its name and under its sole and exclusive control
at its offices in Dallas, Texas, designated as the "Bank of America, N.A. as
Administrative Agent Quanta Services, Inc. Credit Linked Deposit Account" that
shall be used solely for the purposes set forth in Sections 2.05(c)(ii) and
(iii) and in Section 2.06(a)(iii).

<PAGE>

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

         "Credit-Linked Facility Fee" has the meaning set forth in Section
2.05(k).

         "Credit-Linked Fronting Fee" has the meaning set forth in Section
2.05(l).

         "Credit-Linked Honor Date" has the meaning set forth in Section
2.05(c)(i).

         "Credit-Linked Issuance Limits" has the meaning set forth in Section
2.05(a)(ii).

         "Credit-Linked L/C Advance" means, with respect to each Credit-Linked
Lender, such Credit-Linked Lender's funding of its participation in any
Credit-Linked L/C Borrowing in accordance with its Pro Rata Share pursuant to
Section 2.05(c).

         "Credit-Linked L/C Borrowing" means, without duplication, an extension
of credit resulting from a drawing under any Credit-Linked Letter of Credit
which has not been reimbursed on the date when made or refinanced by a
Credit-Linked L/C Advance or a Term Loan.

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

         "Credit-Linked L/C Issuer Documents" means with respect to any
Credit-Linked Letter of Credit issued by the Credit-Linked L/C Issuer, such
Credit-Linked Letter of Credit, any applications for issuance or amendment of
such Credit-Linked Letter of Credit, and any other document, agreement and
instrument entered into by the Credit-Linked L/C Issuer and the Borrower or by
the Borrower in favor of the Credit-Linked L/C Issuer and relating to any such
Credit-Linked Letter of Credit, including any of the Credit-Linked L/C Issuer's
standard form documents for issuances and amendments of letters of credit and
guarantees or other similar undertakings.

         "Credit-Linked L/C Obligations" means, as at any date of determination,
the aggregate undrawn amount of all outstanding Credit-Linked Letters of Credit
plus the aggregate of all outstanding Unreimbursed Credit-Linked Amounts in
respect to any Credit-Linked Letters of Credit, including, without duplication,
all Credit-Linked L/C Borrowings arising from any Credit-Linked Letters of
Credit.

         "Credit-Linked Lenders" means the Lenders that have a Credit-Linked
Commitment.

         "Credit-Linked Letter of Credit" means (a) any letter of credit issued
pursuant to Section 2.05, (b) any Letter of Credit transferred to a
Credit-Linked Letter of Credit pursuant to Section 2.05(a)(vi) and (c) any
Existing Credit-Linked Letter of Credit. A Credit-Linked Letter of Credit may be
a commercial letter of credit or a standby letter of credit.

         "Credit-Linked Letter of Credit Application" means an application and
agreement for the issuance or amendment of a letter of credit in the form from
time to time in use by the Credit-Linked L/C Issuer.

         "Credit-Linked Nonrenewal Notice Date" has the meaning set forth in
Section 2.05(b)(iii).

         "Credit-Linked Note" has the meaning set forth in Section 2.13(a).

<PAGE>

         "Credit-Linked Obligations means, without duplication, as at any date
of determination, the aggregate of all Credit-Linked L/C Obligations on such
date plus the aggregate amount of the Term Loans outstanding on such date.

         "Credit-Linked Participation" has the meaning set forth in Section
2.05(c)(ii).

         "Debt Issuance" means the issuance by the Borrower or any Subsidiary of
any Indebtedness.

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

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

         "Default Rate" means an interest rate equal to (a) the Base Rate plus
(b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per
annum; provided, however, that with respect to a Eurodollar Rate Loan or
Credit-Linked L/C Advance, the Default Rate shall be an interest rate equal to
the interest rate (including any Applicable Rate) otherwise applicable to such
Loan or Credit-Linked L/C Advance plus 2% per annum, in each case to the fullest
extent permitted by applicable Laws. For purposes of this definition, the
"Applicable Rate" with respect to any Term Loan or Credit-Linked L/C Advance
shall be deemed to be 3.00% per annum.

         "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Loans or the Credit-Linked Deposits, participations in L/C
Obligations or Credit-Linked L/C Obligations or participations in Swing Line
Loans required to be funded by it hereunder within one (1) Business Day of the
date required to be funded by it hereunder, (b) has otherwise failed to pay over
to the Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within one Business Day of the date when due, unless the
subject of a good faith dispute, or (c) has been deemed insolvent or become the
subject of a bankruptcy or insolvency proceeding.

         "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any Sale and Leaseback Transaction) of any Property
by the Borrower or any Subsidiary (including the Capital Stock of any
Subsidiary), including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith, but excluding (i) the sale, lease, license, transfer or
other disposition of inventory in the ordinary course of business of the
Borrower and its Subsidiaries, (ii) the sale, lease, license, transfer or other
disposition of machinery and equipment no longer used or useful in the conduct
of business of the Borrower and its Subsidiaries, (iii) any sale, lease,
license, transfer or other disposition of Property by the Borrower or any
Subsidiary to any Loan Party, provided that the Loan Parties shall cause to be
executed and delivered such documents, instruments and certificates as the
Administrative Agent may reasonably request so as to cause the Loan Parties to
be in compliance with the terms of Section 7.14 after giving effect to such
transaction, (iv) any Involuntary Disposition by the Borrower or any Subsidiary,
(v) any Disposition by the Borrower or any Subsidiary to the extent constituting
a Permitted Investment, (vi) any sale, lease, license, transfer or other
disposition of Property by any Foreign Subsidiary to another Foreign Subsidiary,
and (vii) any sale, transfer or other disposition of those assets identified on
Schedule 1.01(a) attached hereto.

         "Dollar" and "$" mean lawful money of the United States.

<PAGE>

         "Domestic Subsidiary" means any Subsidiary that is organized under the
laws of any political subdivision of the United States.

         "Earn Out Obligations" means, with respect to an Acquisition, all
obligations of the Borrower or any Subsidiary to make earn out or other
contingency payments pursuant to the documentation relating to such Acquisition.
The amount of any Earn Out Obligation shall be deemed to be the aggregate
liability in respect thereof as recorded on the balance sheet of the Borrower
and its Subsidiaries in accordance with GAAP.

         "Eligible Assets" means Property that is used or useful in the same or
a similar line of business as the Borrower and its Subsidiaries were engaged in
on the Closing Date (or any reasonable extensions or expansions thereof).

         "Eligible Assignee" has the meaning set forth in Section 11.07(g).

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

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

         "Equity Issuance" means any issuance by the Borrower or any Subsidiary
to any Person of shares of its Capital Stock, other than (a) any issuance of
shares of its Capital Stock pursuant to the exercise of options or warrants, (b)
any issuance of shares of its Capital Stock pursuant to the conversion of any
debt securities to equity or the conversion of any class equity securities to
any other class of equity securities, (c) any issuance of options or warrants
relating to its Capital Stock, and (d) any issuance by the Borrower of shares of
its Capital Stock as consideration for a Permitted Acquisition. The term "Equity
Issuance" shall not be deemed to include any Disposition.

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

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o)
of the Internal Revenue Code for purposes of provisions relating to Section 412
of the Internal Revenue Code).

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate,

<PAGE>

the treatment of a Plan amendment as a termination under Sections 4041 or 4041A
of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower
or any ERISA Affiliate.

         "Eurodollar Base Rate" means, for any Interest Period with respect to
any Eurodollar Rate Loan:

                  (a)      the rate per annum equal to the rate determined by
         the Administrative Agent to be the offered rate that appears on the
         page of the Telerate screen (or any successor thereto) that displays an
         average British Bankers Association Interest Settlement Rate for
         deposits in Dollars (for delivery on the first day of such Interest
         Period) with a term equivalent to such Interest Period, determined as
         of approximately 11:00 a.m. (London time) two Business Days prior to
         the first day of such Interest Period, or

                  (b)      if the rate referenced in the preceding clause (a)
         does not appear on such page or service or such page or service shall
         not be available, the rate per annum equal to the rate determined by
         the Administrative Agent to be the offered rate on such other page or
         other service that displays an average British Bankers Association
         Interest Settlement Rate for deposits in Dollars (for delivery on the
         first day of such Interest Period) with a term equivalent to such
         Interest Period, determined as of approximately 11:00 a.m. (London
         time) two Business Days prior to the first day of such Interest Period,
         or

                  (c)      if the rates referenced in the preceding clauses (a)
         and (b) are not available, the rate per annum (rounded upward to the
         next 1/100th of 1%) determined by the Administrative Agent as the rate
         of interest at which deposits in Dollars for delivery on the first day
         of such Interest Period in same day funds in the approximate amount of
         the Eurodollar Rate Loan being made, continued or converted by Bank of
         America and with a term equivalent to such Interest Period would be
         offered by Bank of America's London Branch to major banks in the London
         interbank eurodollar market at their request at approximately 4:00 p.m.
         (London time) two Business Days prior to the first day of such Interest
         Period.

         "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent to
be equal to the quotient obtained by dividing (a) the Eurodollar Base Rate for
such Eurodollar Loan for such Interest Period by (b) one minus the Eurodollar
Reserve Percentage for such Eurodollar Loan for such Interest Period.

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

         "Eurodollar Reserve Percentage" means, for any day during any Interest
Period, the reserve percentage (expressed as a decimal, carried out to five
decimal places) in effect on such day, whether or not applicable to any Lender,
under regulations issued from time to time by the FRB for determining the
maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurodollar funding (currently
referred to as "Eurocurrecy liabilities"). The Eurodollar Rate for each
outstanding Eurodollar Rate Loan shall be adjusted automatically as of the
effective date of any change in the Eurodollar Reserve Percentage.

         "Event of Default" has the meaning set forth in Section 9.01.

<PAGE>

         "Excluded Property" means, with respect to any Loan Party, including
any Person that becomes a Loan Party after the Closing Date as contemplated by
Section 7.12, (a) any owned or leased real or personal Property which is located
outside of the United States unless requested by the Administrative Agent or the
Required Lenders, (b) any personal Property (including, without limitation,
motor vehicles) in respect of which perfection of a Lien is not either (i)
governed by the Uniform Commercial Code or (ii) effected by appropriate evidence
of the Lien being filed in either the United States Copyright Office or the
United States Patent and Trademark Office, unless requested by the
Administrative Agent or the Required Lenders, and (c) any Property which,
subject to the terms of Section 8.09, is subject to a Lien of the type described
in Section 8.01(i) pursuant to documents which prohibit such Loan Party from
granting any other Liens in such Property.

         "Existing Credit-Linked Letters of Credit" means the letters of credit
described by date of issuance, letter of credit number, undrawn amount, name of
beneficiary and date of expiry on Schedule 1.01(b)(1).

         "Existing Letters of Credit" means the letters of credit described by
date of issuance, letter of credit number, undrawn amount, name of beneficiary
and date of expiry on Schedule 1.01(b)(2).

         "Facilities" means, at any time, a collective reference to the
facilities and real properties owned, leased or operated by the Borrower or any
Subsidiary.

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

         "Fee Letter" means the letter agreement, dated November 12, 2003 among
the Borrower, the Administrative Agent and BAS.

         "Foreign Lender" has the meaning set forth in Section 11.15(a)(i).

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

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

         "Funded Indebtedness" means, as to any Person at a particular time,
without duplication, all of the following, whether or not included as
indebtedness or liabilities in accordance with GAAP:

                  (a)      all obligations for borrowed money, whether current
         or long-term (including the Obligations) and all obligations of such
         Person evidenced by bonds, debentures, notes, loan agreements or other
         similar instruments;

                  (b)      all purchase money Indebtedness;

                  (c)      all obligations arising under letters of credit
         (including standby and commercial), bankers' acceptances, bank
         guaranties and similar instruments;

<PAGE>

                  (d)      all obligations in respect of the deferred purchase
         price of property or services (other than trade accounts payable in the
         ordinary course of business), including without limitation, any Earn
         Out Obligations;

                  (e)      the Attributable Indebtedness of Capital Leases and
         Synthetic Leases;

                  (f)      the Attributable Indebtedness of Securitization
         Transactions;

                  (g)      all preferred stock or other equity interests
         providing for mandatory redemptions, sinking fund or like payments
         prior to the Maturity Date;

                  (h)      all Guarantees with respect to Indebtedness of the
         types specified in clauses (a) through (g) above of another Person; and

                  (i)      all Indebtedness of the types referred to in clauses
         (a) through (h) above of any partnership or joint venture (other than a
         joint venture that is itself a corporation or limited liability
         company) in which such Person is a general partner or joint venturer,
         except to the extent that Indebtedness is expressly made non-recourse
         to such Person.

         For purposes hereof, (x) the amount of any direct obligation arising
         under letters of credit (including standby and commercial), bankers'
         acceptances, bank guaranties, surety bonds and similar instruments
         shall be the maximum amount available to be drawn thereunder and (y)
         the amount of any Guarantee shall be the amount of the Indebtedness
         subject to such Guarantee.

         "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board, consistently
applied.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

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

<PAGE>

maximum reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith. The term "Guarantee" as a verb has a
corresponding meaning.

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

         "Guarantors" means each Domestic Subsidiary of the Borrower and each
other Person that joins as a Guarantor pursuant to Section 7.12, together with
their successors and permitted assigns.

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

         "Honor Date" has the meaning set forth in Section 2.03(c).

         "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

                  (a)      all Funded Indebtedness;

                  (b)      net obligations under any Swap Contract;

                  (c)      all obligations arising under surety bonds;

                  (d)      all Guarantees with respect to outstanding
         Indebtedness of the types specified in clauses (a), (b) and (c) above
         of any other Person; and

                  (e)      all Indebtedness of the types referred to in clauses
         (a) through (d) above of any partnership or joint venture (other than a
         joint venture that is itself a corporation or limited liability
         company) in which the Borrower or a Subsidiary is a general partner or
         joint venturer, unless such Indebtedness is expressly made non-recourse
         to the Borrower or such Subsidiary.

         For purposes hereof (y) the amount of any net obligation under any Swap
         Contract on any date shall be deemed to be the Swap Termination Value
         thereof as of such date and (z) the amount of any Guarantee shall be
         the amount of the Indebtedness subject to such Guarantee.

         "Indemnified Liabilities" has the meaning set forth in Section 11.05.

         "Indemnitees" has the meaning set forth in Section 11.05.

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

         "Interest Period" means, (a) as to the Credit-Linked Deposits, the
period commencing on the date any such Credit-Linked Deposit is made and ending
on the date three months thereafter, (b) as to Credit-Linked L/C Advances and
Term Loans, the period commencing on the date any such Credit-Linked L/C

<PAGE>

Advance or Term Loan is made (except with respect to Term Loans made from the
proceeds of the Credit-Linked Deposits pursuant to Sections 2.06(a)(i)(A) or
(B), the Interest Period shall be deemed to commence on the same day as the
Interest Period commencement date for the Credit-Linked Deposits, and with
respect to Term Loans made through the conversion of Credit-Linked L/C Advances
pursuant to Section 2.06(a)(i)(C), the Interest Period shall be deemed to
commence on the same day as the Interest Period commencement date for the
Credit-Linked Deposits, if any, on the date of such conversion) and ending on
the earlier of (x) the date three months thereafter and (y) the last day of the
Interest Period with respect to the Credit-Linked Deposits, (c) after the
initial Interest Periods described in (a) and (b) above as to Credit-Linked
Deposits, Credit-Linked L/C Advances and Term Loans, the period commencing on
the last day of the immediately preceding Interest Period and ending on the date
three months thereafter and (d) as to each Revolving Loan that is a Eurodollar
Rate Loan, the period commencing on the date such Eurodollar Rate Loan is
disbursed or converted to or continued as a Eurodollar Rate Loan and ending on
the date one, two, three or six months thereafter, as selected by the Borrower
in its Loan Notice; provided that:

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

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

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

                  provided further that after the occurrence and during the
continuance of an Event of Default, the Required Credit-Linked Lenders, acting
through the Administrative Agent, may designate one or more Interest Periods for
the Credit-Linked L/C Advances and/or the Term Loans which are shorter than that
set forth above, such designation to be effective after the last day of the
applicable existing Interest Period.

         "Interim Financial Statements" has the meaning set forth in Section
5.01(c).

         "Internal Revenue Code" means the Internal Revenue Code of 1986.

         "Investment" means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Capital Stock of another Person, (b) a loan, advance or
capital contribution to, Guarantee or assumption of debt of, or purchase or
other acquisition of any other debt or equity participation or interest in,
another Person, including any partnership or joint venture interest in such
other Person, or (c) an Acquisition. For purposes of covenant compliance, the
amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such
Investment.

         "Involuntary Disposition" means any loss of, damage to or destruction
of, or any condemnation or other taking for public use of, any Property of the
Borrower or any of its Subsidiaries.

         "IP Rights" has the meaning set forth in Section 6.17.

         "IRS" means the United States Internal Revenue Service.

<PAGE>

         "Issuers" means the collective reference to the L/C Issuer and the
Credit-Linked L/C Issuer and "Issuer" means any one of them.

         "Issuer-Related Persons" means any Issuer, together with its
Affiliates, and the officers, directors, employees, agents and attorneys-in-fact
of such Issuer and its Affiliates.

         "Joinder Agreement" means a joinder agreement substantially in the form
of Exhibit H executed and delivered by a Domestic Subsidiary in accordance with
the provisions of Section 7.12.

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

         "L/C Advance" means, with respect to each Lender, such Lender's funding
of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

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

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

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

         "L/C Obligations" means, as at any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit plus the aggregate of all
outstanding Unreimbursed Amounts, including, without duplication, all L/C
Borrowings.

         "Lenders" means each of the Persons identified as a "Lender" on the
signature pages hereto and their successors and assigns and, as the context
requires, includes the L/C Issuer, the Credit-Linked L/C Issuer and the Swing
Line Lender.

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

         "Letter of Credit" means (a) any letter of credit issued pursuant to
Section 2.03 and (b) any Existing Letter of Credit. A Letter of Credit may be a
commercial letter of credit or a standby letter of credit.

         "Letter of Credit Application" means an application and agreement for
the issuance or amendment of a letter of credit in the form from time to time in
use by the L/C Issuer.

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

<PAGE>

         "Letter of Credit Sublimit" means an amount equal to the lesser of (a)
the Aggregate Revolving Commitments and (b) $35,000,000 (as such amount may be
increased pursuant to Section 2.02(f)). The Letter of Credit Sublimit is part
of, and not in addition to, the Aggregate Revolving Commitments.

         "Letter of Credit Transfer Notice" means a notice of transfer of a
Letter of Credit to a Credit-Linked Letter of Credit pursuant to Section
2.05(a)(vi), which shall be substantially in the form of Exhibit A.

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

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

         "Loan Documents" means this Agreement, each Note, each Letter of
Credit, each Letter of Credit Application, each Joinder Agreement, the
Collateral Documents, each Request for Credit Extension, each Compliance
Certificate, the Fee Letter and each other document, instrument or agreement
from time to time executed by the Borrower or any of its Subsidiaries or any
Responsible Officer thereof and delivered in connection with this Agreement.

         "Loan Notice" means a notice of (a) a Borrowing of Revolving Loans, (b)
a conversion of Loans from one Type to the other, (c) a request for the making
of Term Loans from the proceeds of the Credit-Linked Deposits pursuant to
Section 2.06(a) or (d) a continuation of Eurodollar Rate Loans, pursuant to
Section 2.02(a), which, if in writing, shall be substantially in the form of
Exhibit B.

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

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

         "Maturity Date" means (a) as to the Revolving Loans, Swing Line Loans
and Letters of Credit (and the related L/C Obligations), December 19, 2007 and
(b) as to the Credit-Linked Letters of Credit (and the related Credit-Linked L/C
Obligations) and the Term Loans, June 19, 2008.

         "Money Market Account Agreement" means the Money Market Account
Agreement dated as of the Closing Date between the Administrative Agent and Bank
of America, as depository, substantially in the form of Exhibit I attached
hereto, concerning the Credit-Linked Deposit Account, as amended, modified,
restated or supplemented from time to time.

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

         "Mortgaged Property" means any real property that is owned or leased by
a Loan Party and is subject to a Mortgage.

<PAGE>

         "Mortgages" means the mortgages, deeds of trust or deeds to secure debt
that purport to grant to the Administrative Agent a security interest in the fee
interest and/or leasehold interests of any Loan Party in (i) each of the real
properties designated as a "Mortgaged Property" on Schedule 6.20(a) and (ii)
each real property (other than Excluded Property) acquired or leased by a Loan
Party subsequent to the Closing Date, as the same may be amended, modified,
restated or supplemented from time to time.

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

         "Non-Cash Charges" means, for any period, the amount of non-cash
charges determined in accordance with GAAP; provided that if any cash outlay is
made during such period in respect of such non-cash charge, only the amount of
such non-cash charge which exceeds the amount of the cash outlay may be added
back to Consolidated Net Income for purposes of calculating Consolidated EBIT.

         "Nonrenewal Notice Date" has the meaning specified in Section
2.03(b)(iii).

         "Note" or "Notes" means the Revolving Notes, the Swing Line Note and/or
the Credit-Linked Notes, individually or collectively, as appropriate.

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

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

         "Outstanding Amount" means (i) with respect to any Loans on any date,
the aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of any Loans occurring on such date;
(ii) with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements of
outstanding unpaid drawings under any Letters of Credit or any reductions in the
maximum amount available for drawing under Letters of Credit taking effect on
such date; and (iii) with respect to any Credit-Linked L/C Obligations on any
date, the amount of such Credit-Linked L/C Obligations on such date after giving
effect to any Credit-Linked Credit Extension occurring

<PAGE>

on such date and any other changes in the aggregate amount of the Credit-Linked
L/C Obligations as of such date, including as a result of any reimbursements of
outstanding unpaid drawings under any Credit-Linked Letters of Credit or any
reductions in the maximum amount available for drawing under Credit-Linked
Letters of Credit taking effect on such date.

         "Participant" has the meaning specified in Section 11.07(d).

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Pension Plan" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.

         "Permitted Acquisitions" means Investments consisting of an Acquisition
by the Borrower or any Subsidiary of the Borrower, provided that (i) the
Property acquired (or the Property of the Person acquired) in such Acquisition
is used or useful in the same or a similar line of business as the Borrower and
its Subsidiaries were engaged in on the Closing Date (or any reasonable
extensions or expansions thereof), (ii) the Administrative Agent shall have
received all items in respect of the Capital Stock or Property acquired in such
Acquisition required to be delivered by the terms of Section 7.12 and/or Section
7.14, (iii) in the case of an Acquisition of the Capital Stock of another
Person, the board of directors (or other comparable governing body) of such
other Person shall have duly approved such Acquisition, (iv) the Borrower shall
have delivered to the Administrative Agent a Pro Forma Compliance Certificate
demonstrating that, upon giving effect to such Acquisition on a Pro Forma Basis,
the Loan Parties would be in compliance with the financial covenants set forth
in Section 8.11(b) and (c) as of the most recent fiscal quarter for which the
Borrower has delivered financial statements pursuant to Section 7.01(a) or (b),
(v) the representations and warranties made by the Loan Parties in any Loan
Document shall be true and correct in all material respects at and as if made as
of the date of such Acquisition (after giving effect thereto) except to the
extent such representations and warranties expressly relate to an earlier date,
(vi) if such transaction involves the purchase of an interest in a partnership
between the Borrower (or a Subsidiary of the Borrower) as a general partner and
entities unaffiliated with the Borrower or such Subsidiary as the other
partners, such transaction shall be effected by having such equity interest
acquired by a corporate holding company directly or indirectly wholly-owned by
the Borrower, (vii) immediately after giving effect to such Acquisition, there
shall be at least $10,000,000 of availability existing under the Aggregate
Revolving Commitments, (viii) the cash consideration paid for any such
Acquisition shall not exceed (a) if the Consolidated Leverage Ratio (calculated
on a Pro Forma Basis) is greater than or equal to 3.5 to 1.0, $20,000,000 or (b)
if the Consolidated Leverage Ratio (calculated on a Pro Forma Basis) is less
than 3.5 to 1.0, $40,000,000 and (ix) the aggregate cash consideration for all
such Acquisitions occurring during any fiscal year shall not exceed (a) if the
Consolidated Leverage Ratio (calculated on a Pro Forma Basis) is greater than or
equal to 3.5 to 1.0, $40,000,000 or (b) if the Consolidated Leverage Ratio
(calculated on a Pro Forma Basis) is less than 3.5 to 1.0, $80,000,000.

         "Permitted Charges" means, for any period, the sum of (a) lease
termination expenses and severance costs not exceeding $5,000,000 in the
aggregate which relate to the organizational restructuring of the Borrower and
its Subsidiaries, plus the amounts attributable to written off loan costs and
any make whole amounts plus (b) those costs and expenses of the Borrower
identified on Schedule 1.01(c) attached hereto to the extent incurred during
such period.

<PAGE>

         "Permitted Investments" means, at any time, Investments by the Borrower
or any of its Subsidiaries permitted to exist at such time pursuant to the terms
of Section 8.02.

         "Permitted Liens" means, at any time, Liens in respect of Property of
the Borrower or any of its Subsidiaries permitted to exist at such time pursuant
to the terms of Section 8.01.

         "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

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

         "Pledge Agreement" means the pledge agreement dated as of the Closing
Date executed in favor of the Administrative Agent by each of the Loan Parties,
as amended, modified, restated or supplemented from time to time.

         "Pro Forma Basis" means, for purposes of calculating the Consolidated
Leverage Ratio (including for purposes of determining the Applicable Rate) and
the Consolidated Senior Leverage Ratio, that any Acquisition shall be deemed to
have occurred as of the first day of the most recent four fiscal quarter period
preceding the date of such Acquisition for which the Borrower has delivered
financial statements pursuant to Section 7.01(a) or (b). In connection with the
foregoing, (a) income statement items attributable to the Person or Property
acquired shall be included to the extent relating to any period applicable in
such calculations to the extent (A) such items are not otherwise included in
such income statement items for the Borrower and its Subsidiaries in accordance
with GAAP or in accordance with any defined terms set forth in Section 1.01 and
(B) such items are supported by financial statements or other information
reasonably satisfactory to the Administrative Agent and (ii) any Indebtedness
incurred or assumed by the Borrower or any Subsidiary (including the Person or
Property acquired) in connection with such transaction and any Indebtedness of
the Person or Property acquired which is not retired in connection with such
transaction shall be deemed to have been incurred as of the first day of the
applicable period.

         "Pro Forma Compliance Certificate" means a certificate of a Responsible
Officer of the Borrower containing reasonably detailed calculation of the
Consolidated Leverage Ratio and the Consolidated Senior Leverage Ratio as of the
most recent fiscal quarter end for which the Borrower has delivered financial
statements pursuant to Section 7.01(a) or (b) after giving effect to the
applicable transaction on a Pro Forma Basis.

         "Pro Rata Share" means, as to each Lender at any time, (a) with respect
to such Lender's Revolving Commitment at any time, a fraction (expressed as a
percentage, carried out to the ninth decimal place), the numerator of which is
the amount of the Revolving Commitment of such Lender at such time and the
denominator of which is the amount of the Aggregate Revolving Commitments at
such time; provided that if the commitment of each Lender to make Revolving
Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have
been terminated pursuant to Section 9.02, then the Pro Rata Share of each Lender
shall be determined based on the Pro Rata Share of such Lender immediately prior
to such termination and after giving effect to any subsequent assignments made
pursuant to the terms hereof, and (b) with respect to such Lender's
Credit-Linked Commitment at any time, a fraction (expressed as a percentage,
carried out to the ninth decimal place), the numerator of which is the aggregate
principal amount of (i) the Term Loans held by such Lender at such time and (ii)
the amount of Credit-Linked Deposits held by such Lender at such time and the
denominator of which is the aggregate principal amount of (i) the Term Loans at
such time and (ii) the Total Credit-Linked Deposit at such time;

<PAGE>

provided that if the commitment of the Credit-Linked L/C Issuer to make
Credit-Linked Credit Extensions has been terminated pursuant to Section 9.02,
then the numerator of such fraction shall be such Lender's Outstanding Amount of
all Obligations, and the denominator shall be the Outstanding Amount of all
Obligations of all Lenders at such time. The initial Pro Rata Share of each
Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable.

         "Property" means any interest of any kind in any property or asset,
whether real, personal or mixed, or tangible or intangible.

         "Register" has the meaning set forth in Section 11.07(c).

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

         "Request for Credit Extension" means (a) with respect to a Borrowing, a
making of proceeds in the Credit-Linked Deposit, a Term Loan or the conversion
or continuation of Loans, a Loan Notice, (b) with respect to an L/C Credit
Extension or Credit-Linked Credit Extension (other than a Term Loan), a Letter
of Credit Application or Credit-Linked Letter of Credit Application, as
applicable and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice,
or in the event that an "auto borrow" or "zero balance" or similar arrangement
shall be in place with the Swing Line Lender, such form of request required by
such alternative notice arrangements.

         "Request for Credit-Linked Deposit" means a request to prepay the Term
Loans by depositing Dollars in the Credit-Linked Deposit Account, which shall be
substantially in the form of Exhibit C.

         "Required Credit-Linked Lenders" means, at any time, Credit-Linked
Lenders holding in the aggregate more than fifty percent (50%) of the
Credit-Linked Deposits, the outstanding Credit-Linked L/C Obligations and the
outstanding Term Loans. The Credit-Linked Deposits of, the outstanding
Credit-Linked Obligations and the outstanding Term Loans held or deemed held by,
any Defaulting Lender shall be excluded for purposes of making a determination
of Required Credit-Linked Lenders.

         "Required Lenders" means, at any time, Lenders holding in the aggregate
more than fifty percent (50%) of (a)(i) the Revolving Commitments and (ii) the
Credit-Linked Deposits, the outstanding Credit-Linked L/C Obligations and the
outstanding Term Loans or (b) if the Revolving Commitments have been terminated,
the Credit-Linked Deposits, the outstanding Loans, L/C Obligations,
Credit-Linked L/C Obligations and Swing Line Loans and participations therein.
The Revolving Commitments of, Credit-Linked Deposits of, the outstanding
Credit-Linked Obligations and the outstanding Term Loans held or deemed held by,
any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders.

         "Required Revolving Lenders" means, at any time, Lenders holding in the
aggregate more than fifty percent (50%) of (a) the Revolving Commitments or (b)
if the Revolving Commitments have been terminated, the outstanding Revolving
Loans, L/C Obligations and Swing Line Loans and participations therein. The
Revolving Commitments of any Defaulting Lender shall be excluded for purposes of
making a determination of Required Revolving Lenders.

         "Responsible Officer" means the chief executive officer, president,
chief financial officer, chief accounting officer, treasurer or general counsel
of a Loan Party. Any document delivered hereunder that is signed by a
Responsible Officer of a Loan Party shall be conclusively presumed to have been

<PAGE>

authorized by all necessary corporate, partnership and/or other action on the
part of such Loan Party and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Loan Party.

         "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other Property) with respect to any Capital Stock of the
Borrower or any Subsidiary, or any payment (whether in cash, securities or other
Property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any such Capital Stock or of any option, warrant or other right to acquire any
such Capital Stock.

         "Revolving Commitment" means, as to each Lender, its obligation to (a)
make Revolving Loans to the Borrower pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender's name on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be reduced or increased from time to
time in accordance with this Agreement.

         "Revolving Loan" has the meaning specified in Section 2.01(a).

         "Revolving Note" has the meaning specified in Section 2.13(a).

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

         "Sale and Leaseback Transaction" means, with respect to the Borrower or
any Subsidiary, any arrangement, directly or indirectly, with any Person whereby
the Borrower or such Subsidiary shall sell or transfer any Property, used or
useful in its business, whether now owned or hereafter acquired, and thereafter
rent or lease such Property or other Property that it intends to use for
substantially the same purpose or purposes as the Property being sold or
transferred.

         "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

         "Securitization Transaction" means any financing transaction or series
of related financing transactions (including factoring arrangements) pursuant to
which the Borrower or any Subsidiary may sell, convey or otherwise transfer, or
grant a security interest in, accounts, payments, receivables, rights to future
lease payments or residuals or similar rights to payment to a special purpose
subsidiary or affiliate of the Borrower that is not a Loan Party.

         "Security Agreement" means the security agreement dated as of the
Closing Date executed in favor of the Administrative Agent by each of the Loan
Parties, as amended, modified, restated or supplemented from time to time.

         "Solvent" or "Solvency" means, with respect to any Person as of a
particular date, that on such date (a) such Person is able to pay its debts and
other liabilities, contingent obligations and other commitments as they mature
in the ordinary course of business, (b) such Person does not intend to, and does
not believe that it will, incur debts or liabilities beyond such Person's
ability to pay as such debts and liabilities mature in their ordinary course,
(c) such Person is not engaged in a business or a transaction, and is not about
to engage in a business or a transaction, for which such Person's Property would
constitute unreasonably small capital after giving due consideration to the
prevailing practice in the industry in which such Person is engaged or is to
engage, (d) the fair value of the Property of such Person is greater than the
total amount of liabilities, including, without limitation, contingent
liabilities, of such Person and (e) the present fair salable value of the

<PAGE>

assets of such Person is not less than the amount that will be required to pay
the probable liability of such Person on its debts as they become absolute and
matured. In computing the amount of contingent liabilities at any time, it is
intended that such liabilities will be computed at the amount which, in light of
all the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability.

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

         "Subordinated Indebtedness" means the (a) unsecured Indebtedness under
(i) the 2000 Subordinated Documents, as amended or modified from time to time in
accordance with the terms hereof and (ii) the 2003 Convertible Subordinated
Debentures, as amended or modified from time to time in accordance with the
terms hereof and (b) any other unsecured Indebtedness of the Borrower or any
Subsidiary which by its terms is expressly subordinated in right of payment to
the prior payment of the Obligations under this Agreement and the other Loan
Documents on terms and conditions and evidenced by documentation reasonably
satisfactory to the Administrative Agent.

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

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

         "Swing Line Lender" means Bank of America in its capacity as provider
of Swing Line Loans, or any successor swing line lender hereunder.

         "Swing Line Loan" has the meaning specified in Section 2.04(a).

<PAGE>

         "Swing Line Loan Notice" means a notice of a Borrowing of Swing Line
Loans pursuant to Section 2.04(b), which, if in writing, shall be substantially
in the form of Exhibit D.

         "Swing Line Note" has the meaning specified in Section 2.13(a).

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

         "Synthetic Lease" means any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing arrangement
whereby the arrangement is considered borrowed money indebtedness for tax
purposes but is classified as an operating lease or does not otherwise appear on
the balance sheet under GAAP.

         "Term Loan" has the meaning specified in Section 2.06(a)(i).

         "Term Loan Issuance Date" has the meaning specified in Section
2.06(a)(iii).

         "Threshold Amount" means $2,000,000.

         "Total Credit-Linked Deposit" means, at any time, the sum of all
Credit-Linked Lenders' Credit-Linked Deposits, as the same may be reduced from
time to time. As of the Closing Date, the amount of the Total Credit-Linked
Deposit is ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000).

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

         "Type" means, with respect to any Loan, its character as a Base Rate
Loan or a Eurodollar Rate Loan.

         "UCP" has the meaning specified in Section 2.03(h).

         "Unfunded Pension Liability" means the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan's assets, determined in accordance with the assumptions
used for funding the Pension Plan pursuant to Section 412 of the Internal
Revenue Code for the applicable plan year.

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

         "Unreimbursed Amount" has the meaning set forth in Section 2.03(c)(i).

         "Unreimbursed Credit-Linked Amount" has the meaning set forth in
Section 2.05(c)(i).

         "Unused Amount" has the meaning set forth in Section 2.06(a)(i).

         "Voting Stock" means, with respect to any Person, Capital Stock issued
by such Person, the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right so to vote
has been suspended by the happening of such a contingency.

<PAGE>

         "Wholly Owned Subsidiary" means any Person 100% of whose Capital Stock
is at the time owned by the Borrower directly or indirectly through other
Persons 100% of whose Capital Stock is at the time owned, directly or
indirectly, by the Borrower.

         "2000 Subordinated Documents" means the 2000 Subordinated Indenture and
all other documents executed and delivered in connection with the 2000
Subordinated Indenture, in each case as in effect on the Closing Date and as the
same may be amended, modified or supplemented from time to time in accordance
with the terms hereof and thereof.

         "2000 Subordinated Indenture" means that certain Subordinated Indenture
dated as of July 25, 2000 as supplemented by that certain First Supplemental
Indenture dated as of July 25, 2000, in each case between the Borrower, as
issuer and Chase Bank of Texas, National Association, as trustee, as amended,
modified, restated or supplemented and in effect from time to time in accordance
with the terms hereof and thereof.

         "2003 Convertible Subordinated Debentures" means those 4.5% Convertible
Subordinated Debentures of the Borrower due 2023 issued pursuant to the 2003
Subordinated Indenture, as in effect on the Closing Date and as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

         "2003 Convertible Subordinated Debentures Documents" means the 2003
Convertible Subordinated Debentures, the 2003 Subordinated Indenture and all
other documents executed and delivered in respect of the 2003 Convertible
Subordinated Debentures and the 2003 Subordinated Indenture, in each case as in
effect on the Closing Date and as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof and thereof.

         "2003 Subordinated Indenture" means that certain Indenture dated as of
October 17, 2003 between the Borrower, as issuer, and Wells Fargo Bank, N.A., as
trustee, as amended, modified, restated or supplemented and in effect from time
to time in accordance with the terms hereof and thereof.

1.02     Other Interpretive Provisions.

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

                  (a)      The meanings of defined terms are equally applicable
         to the singular and plural forms of the defined terms.

                  (b)      (i)      The words "herein," "hereto," "hereof" and
         "hereunder" and words of similar import when used in any Loan Document
         shall refer to such Loan Document as a whole and not to any particular
         provision thereof.

                           (ii)     Article, Section, Exhibit and Schedule
                  references are to the Loan Document in which such reference
                  appears.

                           (iii)    The term "including" is by way of example
                  and not limitation.

                           (iv)     The term "documents" includes any and all
                  instruments, documents, agreements, certificates, notices,
                  reports, financial statements and other writings, however
                  evidenced, whether in physical or electronic form.

<PAGE>

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

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

1.03     Accounting Terms.

         (a)      Except as otherwise specifically prescribed herein, all
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and other financial calculations except as expressly provided herein) required
to be submitted pursuant to this Agreement shall be prepared in conformity with,
GAAP applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the Audited Financial Statements;
provided, however, that calculations of Attributable Indebtedness under any
Synthetic Lease or the implied interest component of any Synthetic Lease shall
be made by the Borrower in accordance with accepted financial practice and
consistent with the terms of such Synthetic Lease.

         (b)      The Borrower will provide a written summary of changes in GAAP
that are material to the Borrower and in the consistent application thereof with
each annual and quarterly Compliance Certificate delivered in accordance with
Section 7.02(a). If at any time any change in GAAP would affect the computation
of any financial ratio or requirement set forth in any Loan Document, and either
the Borrower or the Required Lenders shall so request, the Administrative Agent,
the Lenders and the Borrower shall negotiate in good faith to amend such ratio
or requirement to preserve the original intent thereof in light of such change
in GAAP (subject to the approval of the Required Lenders); provided that, until
so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.

         (c)      Notwithstanding the above, the parties hereto acknowledge and
agree that all calculations of the Consolidated Leverage Ratio (including for
purposes of determining the Applicable Rate) and the Consolidated Senior
Leverage Ratio shall be made on a Pro Forma Basis.

1.04     Rounding.

         Any financial ratios required to be maintained by the Borrower pursuant
to this Agreement shall be carried to two decimal places and shall be calculated
by dividing the appropriate component by the other component, carrying the
result to three decimal places and rounding the result up or down to the nearest
number (with a rounding-up if there is no nearest number).

1.05     References to Agreements and Laws.

         Unless otherwise expressly provided herein, (a) references to
Organization Documents, agreements (including the Loan Documents) and other
contractual instruments shall be deemed to include all subsequent amendments,
restatements, extensions, supplements and other modifications thereto, but only
to the extent that such amendments, restatements, extensions, supplements and
other modifications

<PAGE>

are not prohibited by any Loan Document; and (b) references to any Law shall
include all statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting such Law.

1.06     Times of Day.

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

1.07     Letter of Credit Amounts.

         Unless otherwise specified, (a) all references herein to the amount of
a Letter of Credit at any time shall be deemed to mean the maximum face amount
of such Letter of Credit after giving effect to all increases thereof
contemplated by such Letter of Credit or the Letter of Credit Application
therefor, whether or not such maximum face amount is in effect at such time and
(b) all references herein to the amount of a Credit-Linked Letter of Credit at
any time shall be deemed to mean the maximum face amount of such Credit-Linked
Letter of Credit after giving effect to all increases thereof contemplated by
such Credit-Linked Letter of Credit or the Credit-Linked Letter of Credit
Application therefor, whether or not such maximum face amount is in effect at
such time.

                                   ARTICLE II

                      THE COMMITMENTS AND CREDIT EXTENSIONS

2.01     Revolving Loans and Credit-Linked Deposits.

         (a)      Revolving Loans. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a "Revolving
Loan") to the Borrower in Dollars from time to time on any Business Day during
the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of such Lender's Revolving Commitment; provided, however,
that after giving effect to any Borrowing of Revolving Loans, (i) the Total
Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and
(ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus
such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations,
plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line
Loans shall not exceed such Lender's Revolving Commitment. Within the limits of
each Lender's Revolving Commitment, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 2.01, prepay under
Section 2.07, and reborrow under this Section 2.01. Revolving Loans may be Base
Rate Loans or Eurodollar Rate Loans, as further provided herein, provided,
however, all Borrowings made on the Closing Date shall be made as Base Rate
Loans.

         (b)      Credit-Linked Deposits. Subject to the terms and conditions
set forth herein, each Credit-Linked Lender severally agrees to fund such
Lender's Credit-Linked Deposit to the Administrative Agent in Dollars on the
Closing Date in an amount equal to its Credit-Linked Commitment for deposit by
the Administrative Agent in the Credit-Linked Deposit Account.

2.02     Borrowings, Conversions and Continuations of Revolving Loans.

         (a)      Each Borrowing, each conversion of Revolving Loans from one
Type to the other, and each continuation of Revolving Loans that are Eurodollar
Rate Loans shall be made upon the Borrower's irrevocable notice to the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Administrative Agent not later than 11:00 a.m. (i) three
Business Days prior to the

<PAGE>

requested date of any Borrowing of, conversion to or continuation of, Revolving
Loans that are Eurodollar Rate Loans or any conversion of Revolving Loans that
are Eurodollar Rate Loans to Base Rate Loans and (ii) on the requested date of
any Borrowing of Revolving Loans that are Base Rate Loans. Each telephonic
notice by the Borrower pursuant to this Section 2.02(b) must be confirmed
promptly by delivery to the Administrative Agent of a written Loan Notice,
appropriately completed and signed by a Responsible Officer of the Borrower.
Each Borrowing of Revolving Loans that are Eurodollar Rate Loans shall be in a
principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of
Revolving Loans that are Base Rate Loans shall be in a principal amount of
$1,000,000 or a whole multiple of $500,000 in excess thereof. Each Loan Notice
(whether telephonic or written) shall specify (i) whether the Borrower is
requesting a Borrowing, a conversion of Revolving Loans from one Type to the
other, or a continuation of Revolving Loans that are Eurodollar Rate Loans, (ii)
the requested date of the Borrowing, conversion or continuation, as the case may
be (which shall be a Business Day), (iii) the principal amount of Revolving
Loans to be borrowed, converted or continued, (iv) the Type of Revolving Loans
to be borrowed or to which existing Revolving Loans are to be converted, and (v)
if applicable, the duration of the Interest Period with respect thereto. If the
Borrower fails to specify a Type of a Revolving Loan in a Loan Notice or if the
Borrower fails to give a timely notice requesting a conversion or continuation,
then the applicable Revolving Loans shall be made as, or converted to, Base Rate
Loans. Any such automatic conversion to Base Rate Loans shall be effective as of
the last day of the Interest Period then in effect with respect to the
applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurodollar Rate Loans in any Loan Notice, but
fails to specify an Interest Period, it will be deemed to have specified an
Interest Period of one month.

         (b)      Following receipt of a Loan Notice pursuant to Section
2.02(a), the Administrative Agent shall promptly notify each Lender with a
Revolving Commitment of the amount of its Pro Rata Share of the applicable
Revolving Loans, and if no timely notice of a conversion or continuation is
provided by the Borrower, the Administrative Agent shall notify each Lender with
a Revolving Commitment of the details of any automatic conversion to Base Rate
Loans as described in the preceding subsection. In the case of a Borrowing, each
Lender with a Revolving Commitment shall make the amount of its Revolving Loan
available to the Administrative Agent in immediately available funds at the
Administrative Agent's Office not later than 1:00 p.m. on the Business Day
specified in the applicable Loan Notice. Upon satisfaction of the applicable
conditions set forth in Section 5.02 (and, if such Borrowing is the initial
Credit Extension, Section 5.01), the Administrative Agent shall make all funds
so received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date of a Borrowing of Revolving Loans, there are L/C
Borrowings outstanding, then the proceeds of such Borrowing shall be applied,
first, to the payment in full of any such L/C Borrowings, and second, to the
Borrower as provided above.

         (c)      Except as otherwise provided herein, a Revolving Loan that is
a Eurodollar Rate Loan may be continued or converted only on the last day of the
Interest Period for such Eurodollar Rate Loan. During the existence of a Default
or Event of Default, no Revolving Loans may be requested as, converted to or
continued as Eurodollar Rate Loans without the consent of the Required Lenders,
and the Required Lenders may demand that any or all of the then outstanding
Eurodollar Rate Loans be converted immediately to Base Rate Loans.

         (d)      The Administrative Agent shall promptly notify the Borrower
and the Lenders with a Revolving Commitment of the interest rate applicable to
any Interest Period for Revolving Loans that are Eurodollar Rate Loans upon
determination of such interest rate. The determination of the Eurodollar Rate

<PAGE>

by the Administrative Agent shall be conclusive in the absence of manifest
error. At any time that Revolving Loans that are Base Rate Loans are
outstanding, the Administrative Agent shall notify the Borrower and the Lenders
with a Revolving Commitment of any change in Bank of America's prime rate used
in determining the Base Rate promptly following the public announcement of such
change.

         (e)      After giving effect to all Borrowings, all conversions of
Revolving Loans from one Type to the other, and all continuations of Revolving
Loans as the same Type, there shall not be more than 5 Interest Periods in
effect with respect to Revolving Loans.

         (f)      The Borrower may at any time and from time to time, upon prior
written notice by the Borrower to the Administrative Agent, increase the
Aggregate Revolving Commitments by up to FIFTY MILLION DOLLARS ($50,000,000)
with additional Revolving Commitments from any existing Lender or new Revolving
Commitments from any other Person selected by the Borrower and approved by the
Administrative Agent (not to be unreasonably withheld); provided that:

                  (i)      any such increase shall be in a minimum principal
         amount of $5 million and in integral multiples of $5 million in excess
         thereof;

                  (ii)     no Default or Event of Default shall be continuing at
         the time of any such increase;

                  (iii)    no existing Lender shall be under any obligation to
         increase its Revolving Commitment and any such decision whether to
         increase its Revolving Commitment shall be in such Lender's sole and
         absolute discretion; and

                  (iv)     any new Lender shall join this Agreement by executing
         such joinder documents reasonably required by the Administrative Agent.

In connection with any such increase in the Aggregate Revolving Commitments, the
Letter of Credit Sublimit shall be increased by the same amount and Schedule
2.01 shall be revised by the Administrative Agent to reflect the new Revolving
Commitments and distributed to the Lenders.

2.03     Letters of Credit.

         (a)      The Letter of Credit Commitment.

                  (i)      Subject to the terms and conditions set forth herein,
         (A) the L/C Issuer agrees, in reliance upon the agreements of the other
         Lenders with a Revolving Commitment set forth in this Section 2.03, (1)
         from time to time on any Business Day during the period from the
         Closing Date until the Letter of Credit Expiration Date, to issue
         Letters of Credit in Dollars for the account of the Borrower or any of
         its Subsidiaries, and to amend or renew Letters of Credit previously
         issued by it, in accordance with subsection (b) below, and (2) to honor
         drafts under the Letters of Credit; and (B) the Lenders with a
         Revolving Commitment severally agree to participate in Letters of
         Credit issued for the account of the Borrower or any Subsidiary;
         provided that the L/C Issuer shall not be obligated to make any L/C
         Credit Extension with respect to any Letter of Credit, and no Lender
         with a Revolving Commitment shall be obligated to participate in any
         Letter of Credit if as of the date of such L/C Credit Extension, (x)
         the Total Revolving Outstandings would exceed the Aggregate Revolving
         Commitments, (y) the aggregate Outstanding Amount of the Revolving
         Loans of any Lender, plus such Lender's Pro Rata Share of the
         Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata
         Share of the Outstanding Amount of all Swing Line Loans would exceed
         such Lender's Revolving Commitment or (z) the Outstanding

<PAGE>

         Amount of the L/C Obligations would exceed the Letter of Credit
         Sublimit. Within the foregoing limits, and subject to the terms and
         conditions hereof, the Borrower's ability to obtain Letters of Credit
         shall be fully revolving, and accordingly the Borrower may, during the
         foregoing period, obtain Letters of Credit to replace Letters of Credit
         that have expired or that have been drawn upon and reimbursed.

                  (ii)     The L/C Issuer shall be under no obligation to issue
         any Letter of Credit if:

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

                           (B)      subject to Section 2.03(b)(iii), the expiry
                  date of such requested Letter of Credit would occur more than
                  twelve months after the date of issuance or last renewal,
                  unless the Required Revolving Lenders have approved such
                  expiry date;

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

                           (D)      the issuance of such Letter of Credit would
                  violate one or more policies of the L/C Issuer applicable to
                  borrowers generally; or

                           (E)      such Letter of Credit is in an initial
                  amount less than $100,000, in the case of a commercial Letter
                  of Credit, or $200,000, in the case of a standby Letter of
                  Credit, or is to be denominated in a currency other than
                  Dollars (or such lesser amount as may be agreed to by the L/C
                  Issuer, in its sole discretion).

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

                  (iv)     The L/C Issuer shall be under no obligation to issue
         or amend any Letter of Credit if the L/C Issuer has received written
         notice from any Lender, the Administrative Agent or any Loan Party, on
         or prior to the Business Day prior to the requested date of issuance or
         amendment of such Letter of Credit, that one or more applicable
         conditions contained in Article V shall not then be satisfied.

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

                  (i)      Each Letter of Credit shall be issued or amended, as
         the case may be, upon the request of the Borrower delivered to the L/C
         Issuer (with a copy to the Administrative Agent) in

<PAGE>

         the form of a Letter of Credit Application, appropriately completed and
         signed by a Responsible Officer of the Borrower. Such Letter of Credit
         Application must be received by the L/C Issuer and the Administrative
         Agent not later than 11:00 a.m. at least three (3) Business Days (or
         such later date and time as the L/C Issuer may agree in a particular
         instance in its sole discretion) prior to the proposed issuance date or
         date of amendment, as the case may be. In the case of a request for an
         initial issuance of a Letter of Credit, such Letter of Credit
         Application shall (x) be accompanied by a written notification from the
         Borrower stating that such application is related to a Letter of Credit
         to be issued pursuant to Section 2.03 and (y) specify in form and
         detail reasonably satisfactory to the L/C Issuer: (A) the proposed
         issuance date of the requested Letter of Credit (which shall be a
         Business Day); (B) the amount thereof; (C) the expiry date thereof; (D)
         the name and address of the beneficiary thereof; (E) whether or not the
         requested Letter of Credit will be a Cash-Secured Letter of Credit
         pursuant to the Borrower's pledge and deposit of cash pursuant to
         documentation in form and substance reasonably satisfactory to the
         Administrative Agent and the L/C Issuer; (F) the documents to be
         presented by such beneficiary in case of any drawing thereunder; (G)
         the full text of any certificate to be presented by such beneficiary in
         case of any drawing thereunder; and (H) such other matters as the L/C
         Issuer may reasonably require. In the case of a request for an
         amendment of any outstanding Letter of Credit, such Letter of Credit
         Application shall specify in form and detail reasonably satisfactory to
         the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed
         date of amendment thereof (which shall be a Business Day); (C) the
         nature of the proposed amendment; and (D) such other matters as the L/C
         Issuer may reasonably require.

                  (ii)     Promptly after receipt of any Letter of Credit
         Application, the L/C Issuer will confirm with the Administrative Agent
         (by telephone or in writing) that the Administrative Agent has received
         a copy of such Letter of Credit Application from the Borrower and, if
         not, the L/C Issuer will provide the Administrative Agent with a copy
         thereof. Upon receipt by the L/C Issuer of confirmation from the
         Administrative Agent that the requested issuance or amendment is
         permitted in accordance with the terms hereof, then, subject to the
         terms and conditions hereof, the L/C Issuer shall, on the requested
         date, issue a Letter of Credit for the account of the Borrower or any
         Subsidiary, as the case may be, or enter into the applicable amendment,
         as the case may be, in each case in accordance with the L/C Issuer's
         usual and customary business practices. Immediately upon the issuance
         of each Letter of Credit, each Lender with a Revolving Commitment shall
         be deemed to, and hereby irrevocably and unconditionally agrees to,
         purchase from the L/C Issuer a risk participation in such Letter of
         Credit in an amount equal to the product of such Lender's Pro Rata
         Share times the amount of such Letter of Credit.

                  (iii)    If the Borrower so requests in any applicable Letter
         of Credit Application, the L/C Issuer may, in its sole and absolute
         discretion, agree to issue a Letter of Credit that has automatic
         renewal provisions (each, an "Auto-Renewal Letter of Credit"); provided
         that any such Auto-Renewal Letter of Credit must permit the L/C Issuer
         to prevent any such renewal at least once in each twelve-month period
         (commencing with the date of issuance of such Letter of Credit) by
         giving prior notice to the beneficiary thereof not later than a day
         (the "Nonrenewal Notice Date") in each such twelve-month period to be
         agreed upon at the time such Letter of Credit is issued. Unless
         otherwise directed by the L/C Issuer, the Borrower shall not be
         required to make a specific request to the L/C Issuer for any such
         renewal. Once an Auto-Renewal Letter of Credit has been issued, the
         Lenders shall be deemed to have authorized (but may not require) the
         L/C Issuer to permit the renewal of such Letter of Credit at any time
         to an expiry date not later than the Letter of Credit Expiration Date;
         provided, however, that the L/C Issuer shall not permit any such
         renewal if (A) the L/C Issuer has determined that it would have no
         obligation at such time to issue such Letter of Credit in its renewed
         form under the terms hereof (by reason of the provisions of Section
         2.03(a)(ii) or otherwise), or (B) it has received notice (which may be
         by

<PAGE>

         telephone or in writing) on or before the day that is five Business
         Days before the Nonrenewal Notice Date (1) from the Administrative
         Agent that the Required Lenders have elected not to permit such renewal
         or (2) from the Administrative Agent, any Lender or the Borrower that
         one or more of the applicable conditions specified in Section 5.02 is
         not then satisfied.

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

         (c)      Drawings and Reimbursements; Funding of Participations.

                  (i)      Upon receipt from the beneficiary of any Letter of
         Credit of any notice of drawing under such Letter of Credit, the L/C
         Issuer shall notify the Borrower and the Administrative Agent thereof.
         Not later than 11:00 a.m. on the date of any payment by the L/C Issuer
         under a Letter of Credit (each such date, an "Honor Date"), the
         Borrower shall reimburse the L/C Issuer through the Administrative
         Agent in an amount equal to the amount of such drawing. If the Borrower
         fails to so reimburse the L/C Issuer by such time, the Administrative
         Agent shall promptly notify each Lender of the Honor Date, the amount
         of the unreimbursed drawing (the "Unreimbursed Amount"), and the amount
         of such Lender's Pro Rata Share thereof. In such event, the Borrower
         shall be deemed to have requested a Borrowing of Base Rate Loans to be
         disbursed on the Honor Date in an amount equal to the Unreimbursed
         Amount, without regard to the minimum and multiples specified in
         Section 2.02 for the principal amount of Base Rate Loans, but subject
         to the amount of the unutilized portion of the Aggregate Revolving
         Commitments. Any notice given by the L/C Issuer or the Administrative
         Agent pursuant to this Section 2.03(c)(i) may be given by telephone if
         immediately confirmed in writing; provided that the lack of such an
         immediate confirmation shall not affect the conclusiveness or binding
         effect of such notice. Notwithstanding the foregoing, if the Borrower
         elects to deposit cash with the Administrative Agent to secure any
         Letter of Credit, any Unreimbursed Amount with respect to such Letter
         of Credit shall be funded with such cash on the Honor Date.

                  (ii)     Each Lender with a Revolving Commitment (including
         the Lender acting as L/C Issuer) shall upon any notice pursuant to
         Section 2.03(c)(i) make funds available to the Administrative Agent for
         the account of the L/C Issuer at the Administrative Agent's Office in
         an amount equal to its Pro Rata Share of the Unreimbursed Amount not
         later than 1:00 p.m. on the Business Day specified in such notice by
         the Administrative Agent, whereupon, subject to the provisions of
         Section 2.03(c)(iii), each Lender that so makes funds available shall
         be deemed to have made a Base Rate Loan to the Borrower in such amount.
         The Administrative Agent shall remit the funds so received to the L/C
         Issuer.

                  (iii)    With respect to any Unreimbursed Amount that is not
         fully refinanced by (A) a Borrowing of Base Rate Loans because the
         conditions set forth in Section 5.02 cannot be satisfied or for any
         other reason or (B) with cash pledged and deposited with the
         Administrative Agent to secure such Unreimbursed Amount, the Borrower
         shall be deemed to have incurred from the L/C Issuer an L/C Borrowing
         in the amount of the Unreimbursed Amount that is not so refinanced,
         which L/C Borrowing shall be due and payable on demand (together with
         interest) and shall bear interest at the Default Rate. In such event,
         each Lender's payment to the Administrative Agent for the account of
         the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment
         in respect of its participation in such L/C Borrowing and shall
         constitute an L/C Advance from such Lender in satisfaction of its
         participation obligation under this Section 2.03.

<PAGE>

                  (iv)     Until each Lender funds its Revolving Loan or L/C
         Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer
         for any amount drawn under any Letter of Credit, interest in respect of
         such Lender's Pro Rata Share of such amount shall be solely for the
         account of the L/C Issuer.

                  (v)      Each Lender's obligation to make Revolving Loans or
         L/C Advances to reimburse the L/C Issuer for amounts drawn under
         Letters of Credit, as contemplated by this Section 2.03(c), shall be
         absolute and unconditional and shall not be affected by any
         circumstance, including (A) any set-off, counterclaim, recoupment,
         defense or other right which such Lender may have against the L/C
         Issuer, the Borrower or any other Person for any reason whatsoever; (B)
         the occurrence or continuance of a Default or an Event of Default, or
         (C) any other occurrence, event or condition, whether or not similar to
         any of the foregoing; provided, however, that each Lender's obligation
         to make Revolving Loans pursuant to this Section 2.03(c) is subject to
         the conditions set forth in Section 5.02 (other than delivery by the
         Borrower of a Loan Notice). No such making of an L/C Advance shall
         relieve or otherwise impair the obligation of the Borrower to reimburse
         the L/C Issuer for the amount of any payment made by the L/C Issuer
         under any Letter of Credit, together with interest as provided herein.

                  (vi)     If any Lender with a Revolving Commitment fails to
         make available to the Administrative Agent for the account of the L/C
         Issuer any amount required to be paid by such Lender pursuant to the
         foregoing provisions of this Section 2.03(c) by the time specified in
         Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from
         such Lender (acting through the Administrative Agent), on demand, such
         amount with interest thereon for the period from the date such payment
         is required to the date on which such payment is immediately available
         to the L/C Issuer at a rate per annum equal to the Federal Funds Rate
         from time to time in effect. A certificate of the L/C Issuer submitted
         to any Lender (through the Administrative Agent) with respect to any
         amounts owing under this clause (vi) shall be conclusive absent
         manifest error.

                  (vii)    Notwithstanding that a Letter of Credit issued or
         outstanding hereunder is in support of any obligations of a Subsidiary
         of the Borrower, the Borrower shall be obligated to reimburse the L/C
         Issuer hereunder for the full amount of any and all drawings under such
         Letter of Credit.

         (d)      Repayment of Participations.

                  (i)      At any time after the L/C Issuer has made a payment
         under any Letter of Credit and has received from any Lender such
         Lender's L/C Advance in respect of such payment in accordance with
         Section 2.03(c), if the Administrative Agent receives for the account
         of the L/C Issuer any payment in respect of the related Unreimbursed
         Amount or interest thereon (whether directly from the Borrower or
         otherwise, including proceeds of cash collateral applied thereto by the
         Administrative Agent), the Administrative Agent will distribute to such
         Lender its Pro Rata Share thereof (appropriately adjusted, in the case
         of interest payments, to reflect the period of time during which such
         Lender's L/C Advance was outstanding) in the same funds as those
         received by the Administrative Agent.

                  (ii)     If any payment received by the Administrative Agent
         for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is
         required to be returned under any of the circumstances described in
         Section 11.06 (including pursuant to any settlement entered into by the
         L/C Issuer in its discretion), each Lender with a Revolving Commitment
         shall pay to the Administrative Agent for the account of the L/C Issuer
         its Pro Rata Share thereof on demand of the Administrative

<PAGE>

         Agent, plus interest thereon from the date of such demand to the date
         such amount is returned by such Lender, at a rate per annum equal to
         the Federal Funds Rate from time to time in effect.

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

                  (i)      any lack of validity or enforceability of such Letter
         of Credit, this Agreement, any other Loan Document or any other
         agreement or instrument relating thereto;

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

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

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

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

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

         (f)      Role of L/C Issuer. Each Lender and the Borrower agree that,
in paying any drawing under a Letter of Credit, the L/C Issuer shall not have
any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the
L/C Issuer, any Agent-Related Person nor any of the respective correspondents,
participants or assignees of the L/C Issuer shall be liable to any Lender for
(i) any action taken or omitted in connection herewith at the request or with
the approval of the Lenders or the Required Lenders, as applicable; (ii) any
action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Letter of Credit Application. The Borrower hereby assumes

<PAGE>

all risks of the acts or omissions of any beneficiary or transferee with respect
to its use of any Letter of Credit; provided, however, that this assumption is
not intended to, and shall not, preclude the Borrower's pursuing such rights and
remedies as it may have against the beneficiary or transferee at law or under
any other agreement. None of the L/C Issuer, any Agent-Related Person, nor any
of the respective correspondents, participants or assignees of the L/C Issuer,
shall be liable or responsible for any of the matters described in clauses (i)
through (v) of Section 2.03(e); provided, however, that anything in such clauses
to the contrary notwithstanding, the Borrower may have a claim against the L/C
Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but
only to the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by the Borrower which the Borrower proves were caused by the
L/C Issuer's willful misconduct or gross negligence or the L/C Issuer's willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit. In furtherance and not in limitation
of the foregoing, the L/C Issuer may accept documents that appear on their face
to be in order, without responsibility for further investigation, regardless of
any notice or information to the contrary, and the L/C Issuer shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason.

         (g)      Cash Collateral. Upon the request of the Administrative Agent,
(i) if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any Letter of Credit may for any
reason remain outstanding and partially or wholly undrawn, the Borrower shall
immediately Cash Collateralize the then Outstanding Amount of such L/C
Obligations (in an amount equal to such Outstanding Amount determined as of the
date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case
may be). The Borrower hereby grants to the Administrative Agent, for the benefit
of the L/C Issuer and the Lenders with a Revolving Commitment, a security
interest in all such cash, deposit accounts and all balances in the applicable
cash collateral accounts and all proceeds therein. Such cash collateral shall be
maintained in blocked deposit accounts at Bank of America. Furthermore, at the
time of the issuance of any Letter of Credit pursuant to Section 2.03(b), the
Borrower may, in its sole and absolute discretion, deposit with or deliver to
the Administrative Agent, for the benefit of the L/C Issuer and the Lenders with
a Revolving Commitment, as collateral for such Letter of Credit, cash pursuant
to documentation in form and substance reasonably satisfactory to the
Administrative Agent and the L/C Issuer.

         (h)      Applicability of ISP98 and UCP. Unless otherwise expressly
agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, (i)
the rules of the "International Standby Practices 1998" published by the
Institute of International Banking Law & Practice (or such later version thereof
as may be in effect at the time of issuance) shall apply to each standby Letter
of Credit, and (ii) the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently published by the International Chamber of
Commerce (the "UCP") at the time of issuance shall apply to each commercial
Letter of Credit.

         (i)      Letter of Credit Fees. The Borrower shall pay to the
Administrative Agent for the account of each Lender in accordance with its Pro
Rata Share (i) a Letter of Credit fee for each commercial Letter of Credit equal
to the Applicable Rate times the daily maximum amount available to be drawn
under such Letter of Credit (whether or not such maximum amount is then in
effect under such Letter of Credit) and (ii) a Letter of Credit fee for each
standby Letter of Credit equal to the Applicable Rate times the daily maximum
amount available to be drawn under such Letter of Credit (whether or not such
maximum amount is then in effect under such Letter of Credit). Such Letter of
Credit fees shall be computed on a quarterly basis in arrears. Such letter of
credit fees shall be due and payable on the first Business Day after the end of
each March, June, September and December, commencing with the first

<PAGE>

such date to occur after the issuance of such Letter of Credit, on the Letter of
Credit Expiration Date and thereafter on demand. If there is any change in the
Applicable Rate during any quarter, the daily maximum amount of each Letter of
Credit shall be computed and multiplied by the Applicable Rate separately for
each period during such quarter that such Applicable Rate was in effect.

         (j)      Fronting Fee and Documentary and Processing Charges Payable to
L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own
account (i) a one time fronting fee for each commercial Letter of Credit equal
to 1/8 of 1% times the amount of such commercial Letter of Credit, due and
payable at the time of issuance and (ii) a fronting fee with respect to each
standby Letter of Credit in an amount equal to 1/8 of 1% per annum on the daily
maximum amount available to be drawn thereunder (whether or not such maximum
amount is then in effect under such Letter of Credit), due and payable quarterly
in arrears on the Business Day immediately following the last Business Day of
each March, June, September and December, commencing with the first such date to
occur after the issuance of such standby Letter of Credit, and on the Letter of
Credit Expiration Date. In addition, the Borrower shall pay directly to the L/C
Issuer for its own account the customary issuance, presentation, amendment and
other processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect. Such customary
fees and standard costs and charges are due and payable on demand and are
nonrefundable.

         (k)      Conflict with Letter of Credit Application. In the event of
any conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

         (l)      Transfer of Letter of Credit to Credit-Linked Letter of
Credit. The Borrower may elect, one time per fiscal quarter, to transfer Letters
of Credit to Credit-Linked Letters of Credit provided that any such transfer
complies with the terms of Section 2.05(a)(vi).

         (m)      Designation of Subsidiaries as Account Parties.
Notwithstanding anything to the contrary set forth in this Agreement, including
without limitation Section 2.03(a), a Letter of Credit issued hereunder shall
upon the request of the Borrower be issued for the account of any Subsidiary of
the Borrower, provided that notwithstanding such request, the Borrower shall be
the actual account party for all purposes of this Agreement for such Letter of
Credit and such request shall not affect the Borrower's reimbursement
obligations hereunder with respect to such Letter of Credit.

2.04     Swing Line Loans.

         (a)      Swing Line Facility. Subject to the terms and conditions set
forth herein, the Swing Line Lender agrees to make loans (each such loan, a
"Swing Line Loan") to the Borrower in Dollars from time to time on any Business
Day during the Availability Period in an aggregate amount not to exceed at any
time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact
that such Swing Line Loans, when aggregated with the Pro Rata Share of the
Outstanding Amount of Revolving Loans and L/C Obligations of the Swing Line
Lender in its capacity as a Lender of Revolving Loans, may exceed the amount of
such Lender's Revolving Commitment; provided, however, that after giving effect
to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed
the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount
of the Revolving Loans of any Lender, plus such Lender's Pro Rata Share of the
Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of
the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's
Revolving Commitment, and provided, further, that the Borrower shall not use the
proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.
Within the foregoing limits, and subject to the other terms and conditions
hereof, the Borrower may borrow under this Section 2.04, prepay under Section
2.07, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base
Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender with a
Revolving Commitment shall be deemed to, and

<PAGE>

hereby irrevocably and unconditionally agrees to, purchase from the Swing Line
Lender a risk participation in such Swing Line Loan in an amount equal to the
product of such Lender's Pro Rata Share times the amount of such Swing Line
Loan.

         (b)      Borrowing Procedures. Each Borrowing of Swing Line Loans shall
be made upon the Borrower's irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a minimum principal amount of $100,000 and integral
multiples of $100,000 in excess thereof, and (ii) the requested borrowing date,
which shall be a Business Day. Each such telephonic notice must be confirmed
promptly by delivery to the Swing Line Lender and the Administrative Agent of a
written Swing Line Loan Notice, appropriately completed and signed by a
Responsible Officer of the Borrower. Promptly after receipt by the Swing Line
Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will
confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swing Line Loan Notice and, if not,
the Swing Line Lender will notify the Administrative Agent (by telephone or in
writing) of the contents thereof. Unless the Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at
the request of any Lender) prior to 2:00 p.m. on the date of the proposed
Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make
such Swing Line Loan as a result of the limitations set forth in the proviso to
the first sentence of Section 2.04(a), or (B) that one or more of the applicable
conditions specified in Article V is not then satisfied, then, subject to the
terms and conditions hereof, the Swing Line Lender will, not later than 3:00
p.m. on the borrowing date specified in such Swing Line Loan Notice, make the
amount of its Swing Line Loan available to the Borrower. Notwithstanding the
foregoing, however, in the event that an "auto borrow" or "zero balance" or
similar arrangement shall then be in place with the Swing Line Lender, the
Borrower shall request Swing Line Loans pursuant to such alternative notice
arrangements, if any, provided thereunder or in connection therewith, and each
Swing Line Loan advance shall be in such minimum amounts, if any, provided by
such arrangement.

         (c)      Refinancing of Swing Line Loans.

                  (i)      The Swing Line Lender at any time in its sole and
         absolute discretion may request, on behalf of the Borrower (which
         hereby irrevocably requests and authorizes the Swing Line Lender to so
         request on its behalf), that each Lender with a Revolving Commitment
         make a Base Rate Loan in an amount equal to such Lender's Pro Rata
         Share of the amount of Swing Line Loans then outstanding. Such request
         shall be made in writing (which written request shall be deemed to be a
         Loan Notice for purposes hereof) and in accordance with the
         requirements of Section 2.02, without regard to the minimum and
         multiples specified therein for the principal amount of Base Rate
         Loans, but subject to the unutilized portion of the Aggregate Revolving
         Commitments and the conditions set forth in Section 5.02. The Swing
         Line Lender shall furnish the Borrower with a copy of the applicable
         Loan Notice promptly after delivering such notice to the Administrative
         Agent. Each Lender with a Revolving Commitment shall make an amount
         equal to its Pro Rata Share of the amount specified in such Loan Notice
         available to the Administrative Agent in immediately available funds
         for the account of the Swing Line Lender at the Administrative Agent's
         Office not later than 1:00 p.m. on the day specified in such Loan
         Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so
         makes funds available shall be deemed to have made a Base Rate Loan to
         the Borrower in such amount. The Administrative Agent shall remit the
         funds so received to the Swing Line Lender.

                  (ii)     If for any reason any Swing Line Loan cannot be
         refinanced by such a Borrowing of Revolving Loans in accordance with
         Section 2.04(c)(i), the request for Base Rate Loans

<PAGE>

         submitted by the Swing Line Lender as set forth herein shall be deemed
         to be a request by the Swing Line Lender that each of the Lenders with
         a Revolving Commitment fund its risk participation in the relevant
         Swing Line Loan and each Lender's payment to the Administrative Agent
         for the account of the Swing Line Lender pursuant to Section 2.04(c)(i)
         shall be deemed payment in respect of such participation.

                  (iii)    If any Lender with a Revolving Commitment fails to
         make available to the Administrative Agent for the account of the Swing
         Line Lender any amount required to be paid by such Lender pursuant to
         the foregoing provisions of this Section 2.04(c) by the time specified
         in Section 2.04(c)(i), the Swing Line Lender shall be entitled to
         recover from such Lender (acting through the Administrative Agent), on
         demand, such amount with interest thereon for the period from the date
         such payment is required to the date on which such payment is
         immediately available to the Swing Line Lender at a rate per annum
         equal to the Federal Funds Rate from time to time in effect. A
         certificate of the Swing Line Lender submitted to any Lender (through
         the Administrative Agent) with respect to any amounts owing under this
         clause (iii) shall be conclusive absent manifest error.

                  (iv)     Each Lender's obligation to make Revolving Loans or
         to purchase and fund risk participations in Swing Line Loans pursuant
         to this Section 2.04(c) shall be absolute and unconditional and shall
         not be affected by any circumstance, including (A) any set-off,
         counterclaim, recoupment, defense or other right that such Lender may
         have against the Swing Line Lender, the Borrower or any other Person
         for any reason whatsoever, (B) the occurrence or continuance of a
         Default, or (C) any other occurrence, event or condition, whether or
         not similar to any of the foregoing; provided, however, that each
         Lender's obligation to make Revolving Loans pursuant to this Section
         2.04(c) is subject to the conditions set forth in Section 5.02. No such
         purchase or funding of risk participations shall relieve or otherwise
         impair the obligation of the Borrower to repay Swing Line Loans,
         together with interest as provided herein.

         (d)      Repayment of Participations.

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

                  (ii)     If any payment received by the Swing Line Lender in
         respect of principal or interest on any Swing Line Loan is required to
         be returned by the Swing Line Lender under any of the circumstances
         described in Section 11.06 (including pursuant to any settlement
         entered into by the Swing Line Lender in its discretion), each Lender
         with a Revolving Commitment shall pay to the Swing Line Lender its Pro
         Rata Share thereof on demand of the Administrative Agent, plus interest
         thereon from the date of such demand to the date such amount is
         returned, at a rate per annum equal to the Federal Funds Rate. The
         Administrative Agent will make such demand upon the request of the
         Swing Line Lender.

         (e)      Interest for Account of Swing Line Lender. The Swing Line
Lender shall be responsible for invoicing the Borrower for interest on the Swing
Line Loans. Until each Lender funds its Revolving Loans that are Base Rate Loans
or risk participation pursuant to this Section 2.04 to refinance such Lender's
Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata
Share shall be solely for the account of the Swing Line Lender.

<PAGE>

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

2.05     Credit-Linked Deposits and Credit Extensions.

         (a)      Credit-Linked Letters of Credit.

                  (i)      Subject to the terms and conditions set forth herein,
         (A) the Credit-Linked L/C Issuer agrees, in reliance upon the
         agreements of the Credit-Linked Lenders set forth in this Section 2.05,
         from time to time on any Business Day during the period from the
         Closing Date until the Credit-Linked Expiration Date, to issue
         Credit-Linked Letters of Credit denominated in Dollars for the account
         of the Borrower or any Subsidiary, and (B) the Credit-Linked L/C Issuer
         agrees, in reliance upon the agreements of the Lenders set forth in
         this Section 2.05, (1) to amend, extend, reinstate or renew
         Credit-Linked Letters of Credit previously issued by it, in accordance
         with subsection (b) below, and (2) to honor drawings under the
         Credit-Linked Letters of Credit; and (C) the Credit-Linked Lenders
         severally agree to participate in Credit-Linked Letters of Credit
         issued or outstanding hereunder for the account of the Borrower or any
         Subsidiary as provided in Section 2.05(c), and all reimbursement
         obligations and rights hereunder in respect thereof and the
         Credit-Linked L/C Issuer Documents with respect thereto and the
         Credit-Linked L/C Issuer hereby grants to the Credit-Linked Lenders
         such participation interests in such Credit-Linked Letters of Credit
         and all reimbursement obligations and rights hereunder in respect
         thereof and such related Credit-Linked L/C Issuer Documents; provided
         that the Borrower shall not request the issuance of any Credit-Linked
         Letter of Credit, the Credit-Linked L/C Issuer shall not be obligated
         to issue any Credit-Linked Letter of Credit, and no Credit-Linked
         Lender shall participate in any Credit-Linked Letter of Credit if as of
         the date of such Credit-Linked Credit Extension, (I) the sum of the
         Outstanding Amount of (x) all Credit-Linked Letters of Credits plus (y)
         the aggregate of the Unreimbursed Credit-Linked Amounts with respect to
         Credit-Linked Letters of Credit would exceed the principal amount of
         the Total Credit-Linked Deposit; (II) any Credit-Linked Lender's Pro
         Rata Share of the sum of the Outstanding Amount of (x) all
         Credit-Linked Letters of Credits and (y) the aggregate of the
         Unreimbursed Credit-Linked Amounts with respect to the Credit-Linked
         Letters of Credit would exceed the principal amount of such
         Credit-Linked Lender's Credit-Linked Deposit; or (III) the expiry date
         of any such requested Credit-Linked Letter of Credit would occur after
         the Credit-Linked Expiration Date, unless all the Credit-Linked Lenders
         have approved such expiry date; and provided further that in
         determining the availability hereunder with respect to any
         Credit-Linked Letter of Credit issued or outstanding hereunder, the
         Total Credit-Linked Deposit will be deemed to be utilized in respect of
         each Credit-Linked Letter of Credit in an amount equal to the maximum
         amount available to be drawn under each such Credit-Linked Letter of
         Credit after giving effect to all increases thereof contemplated by
         such Credit-Linked Letter of Credit (whether or not such maximum amount
         is in effect at such time). Furthermore, the Credit-Linked L/C Issuer
         shall not be obligated to issue any Credit-Linked Letter of Credit if
         after giving effect to the issuance of such Credit-Linked Letter of
         Credit, the aggregate Outstanding Amount of Credit-Linked Letters of
         Credit having expiry dates after the applicable reduction date
         specified in Section 2.08(c) plus the aggregate of Unreimbursed
         Credit-Linked Amount plus the aggregate Term Loans outstanding would
         exceed the aggregate amount of the Credit-Linked Deposits and Term
         Loans on such applicable dates permitted by Section 2.08(c).

                  (ii)     Within the foregoing limits (the "Credit-Linked
         Issuance Limits"), and subject to the terms and conditions hereof, the
         Borrower's ability to obtain Credit-Linked Letters of Credit shall be
         fully revolving, and accordingly the Borrower may, during the foregoing
         period, obtain

<PAGE>

         Credit-Linked Letters of Credit to replace Credit-Linked Letters of
         Credit that have expired, been terminated or cancelled, or that have
         been drawn upon and reimbursed. Notwithstanding anything to the
         contrary set forth herein, (a) if any portion of the Total
         Credit-Linked Deposit is utilized to reimburse the Credit-Linked L/C
         Issuer for any amounts drawn under any Credit-Linked Letter of Credit
         pursuant to Section 2.05(c) hereof, the Total Credit-Linked Deposit
         shall be permanently reduced by the corresponding amount utilized to
         reimburse the Credit-Linked L/C Issuer and shall not be reinstated or
         (b) if any portion of the Total Credit-Linked Deposit is utilized to
         make Term Loans pursuant to Section 2.06(a) hereof, the Total
         Credit-Linked Deposit shall be reduced by the corresponding amount
         utilized to make Term Loans.

                  (iii)    The Credit-Linked L/C Issuer shall be under no
         obligation to issue any Credit-Linked Letter of Credit if:

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

                           (B)      subject to Section 2.05(b)(iii), the expiry
                  date of such requested Credit-Linked Letter of Credit would
                  occur more than twelve months after the date of issuance or
                  last renewal, unless the Required Credit-Linked Lenders have
                  approved such expiry date;

                           (C)      the expiry date of such requested
                  Credit-Linked Letter of Credit would occur after the Letter of
                  Credit Expiration Date, unless all the Lenders have approved
                  such expiry date;

                           (D)      the issuance of such Credit-Linked Letter of
                  Credit would violate one or more policies of the Credit-Linked
                  L/C Issuer applicable to borrowers generally; or

                           (E)      except as otherwise agreed by the
                  Administrative Agent and the Credit-Linked L/C Issuer, such
                  Credit-Linked Letter of Credit is in a face amount less than
                  $1,000,000, or is to be denominated in a currency other than
                  Dollars.

                  (iv)     The Credit-Linked L/C Issuer shall be under no
         obligation to amend any Credit-Linked Letter of Credit if (A) the
         Credit-Linked L/C Issuer would have no obligation at such time to issue
         such Credit-Linked Letter of Credit in its amended form under the terms
         hereof, or (B) the beneficiary of such Credit-Linked Letter of Credit
         does not accept the proposed amendment to such Credit-Linked Letter of
         Credit.

                  (v)      The Credit-Linked L/C Issuer shall be under no
         obligation to issue or amend any Credit-Linked Letter of Credit if the
         Credit-Linked L/C Issuer has received written notice from

<PAGE>

         any Credit-Linked Lender, the Administrative Agent or any Loan Party,
         on or prior to the Business Day prior to the requested date of issuance
         or amendment of such Credit-Linked Letter of Credit, that one or more
         applicable conditions contained in Article V shall not then be
         satisfied.

                  (vi)     The Credit-Linked L/C Issuer and the Credit-Linked
         Lenders agree that the Borrower may transfer (not more than one time
         per fiscal quarter) Letters of Credit issued pursuant to the terms of
         Section 2.03 to Credit-Linked Letters of Credit; provided that (A) the
         Borrower has delivered to the Credit-Linked L/C Issuer (with a copy to
         the Administrative Agent) a Letter of Credit Transfer Notice,
         appropriately completed and signed by a Responsible Officer of the
         Borrower not later than 11:00 a.m. at least three (3) Business Days
         prior to the proposed transfer date, (B) such Letter of Credit together
         with any other Letters of Credit being transferred pursuant to this
         Section 2.05(a)(vi) are in an aggregate face amount of not less than
         $1,000,000, (C) except as provided in Section 2.05(a)(vi)(B), such
         Letter of Credit satisfies all of the requirements contained in Section
         2.05(a)(iii), (D) after giving effect to such Credit-Linked Credit
         Extension, (I) the sum, without duplication, of the Outstanding Amount
         of (x) all Credit-Linked Letters of Credits and (y) the aggregate of
         the Unreimbursed Credit-Linked Amounts with respect to Credit-Linked
         Letters of Credit does not exceed the principal amount of the Total
         Credit-Linked Deposit; (II) any Credit-Linked Lender's Pro Rata Share
         of the sum, without duplication, of the Outstanding Amount of (x) all
         Credit-Linked Letters of Credits and (y) the aggregate of the
         Unreimbursed Credit-Linked Amounts with respect to the Credit-Linked
         Letters of Credit does not exceed the principal amount of such
         Credit-Linked Lender's Credit-Linked Deposit, (E) the expiry date of
         such Letter of Credit does not occur after the Credit-Linked Expiration
         Date, unless all the Credit-Linked Lenders have approved such expiry
         date and (F) all of the conditions contained in Section 5.02 have been
         satisfied on and as of the date of the applicable transfer. Immediately
         upon the transfer of a Letter of Credit to a Credit-Linked Letter of
         Credit pursuant to the terms of this Section 2.05(a)(vi), each
         Credit-Linked Lender shall be deemed to, and hereby irrevocably and
         unconditionally agrees to, purchase from the Credit-Linked L/C Issuer a
         risk participation in such Credit-Linked Letter of Credit in an amount
         equal to the product of such Credit-Linked Lender's Pro Rata Share
         times the amount of such Credit-Linked Letter of Credit which risk
         participation shall be satisfied solely from such Credit-Linked
         Lender's Pro Rata Share of the Credit-Linked Deposits in the
         Credit-Linked Deposit Account in accordance with the provisions of
         Section 2.05(c).

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

                  (i)      Each Credit-Linked Letter of Credit shall be issued
         or amended, as the case may be, upon the request of the Borrower
         delivered to the Credit-Linked L/C Issuer (with a copy to the
         Administrative Agent) in the form of a Credit-Linked Letter of Credit
         Application, appropriately completed and signed by a Responsible
         Officer of the Borrower. Such Credit-Linked Letter of Credit
         Application must be received by the Credit-Linked L/C Issuer and the
         Administrative Agent not later than 11:00 a.m. at least three (3)
         Business Days (or such later date and time as the Credit-Linked L/C
         Issuer may agree in a particular instance in its sole discretion) prior
         to the proposed issuance date or date of amendment, as the case may be.
         In the case of a request for an initial issuance of a Credit-Linked
         Letter of Credit, such Credit-Linked Letter of Credit Application shall
         (x) be accompanied by a written notification from the Borrower stating
         that such application is related to a Credit-Linked Letter of Credit to
         be issued pursuant to Section 2.05 and (y) shall specify in form and
         detail reasonably satisfactory to the Credit-Linked L/C Issuer: (A) the
         proposed issuance date of the requested Credit-Linked Letter of Credit
         (which shall be a Business Day); (B) the amount thereof; (C) the expiry
         date thereof; (D) the name and address of the beneficiary thereof; (E)
         the documents to be presented by such beneficiary in case

<PAGE>

         of any drawing thereunder; (F) the full text of any certificate to be
         presented by such beneficiary in case of any drawing thereunder; and
         (G) such other matters as the Credit-Linked L/C Issuer may reasonably
         require. In the case of a request for an amendment of any outstanding
         Credit-Linked Letter of Credit, such Credit-Linked Letter of Credit
         Application shall specify in form and detail reasonably satisfactory to
         the Credit-Linked L/C Issuer (A) the Credit-Linked Letter of Credit to
         be amended; (B) the proposed date of amendment thereof (which shall be
         a Business Day); (C) the nature of the proposed amendment; and (D) the
         delivery instructions with respect to the amendment. Additionally, the
         Borrower shall furnish to the Credit-Linked L/C Issuer and the
         Administrative Agent such other documents and information pertaining to
         such requested Credit-Linked Letter of Credit issuance or amendment,
         including any Credit-Linked L/C Issuer Documents as the Credit-Linked
         L/C Issuer or the Administrative Agent may reasonably require. Without
         limiting the generality of the foregoing, the delivery of a
         Credit-Linked Letter of Credit Application is additional to, and not in
         replacement or substitution of, any other Credit-Linked L/C Issuer
         Document that the Credit-Linked L/C Issuer may require. Upon the
         effectiveness of any issuance or amendment of a Credit-Linked Letter of
         Credit that will constitute a Credit-Linked Letter of Credit hereunder,
         the Administrative Agent and the Lenders shall be entitled to assume
         that the Credit-Linked L/C Issuer has obtained such Credit-Linked L/C
         Issuer Documents as it shall have requested, executed by the relevant
         parties thereto to the extent required hereby.

                  (ii)     Promptly after receipt of any Credit-Linked Letter of
         Credit Application, the Credit-Linked L/C Issuer will confirm with the
         Administrative Agent (by telephone or in writing) (if the
         Administrative Agent is different from the Credit-Linked L/C Issuer)
         that the Administrative Agent has received a copy of such Credit-Linked
         Letter of Credit Application from the Borrower and, if not, the
         Credit-Linked L/C Issuer will provide the Administrative Agent with a
         copy thereof (if the Administrative Agent is different from the
         Credit-Linked L/C Issuer). Upon receipt by the Credit-Linked L/C Issuer
         of confirmation from the Administrative Agent that the requested
         issuance or amendment is permitted in accordance with the terms hereof,
         then, subject to the terms and conditions hereof, the Credit-Linked L/C
         Issuer shall, on the requested date, issue a Credit-Linked Letter of
         Credit for the account of the Borrower, or its Subsidiary, as the case
         may be, or enter into the applicable amendment, as the case may be, in
         each case in accordance with the Credit-Linked L/C Issuer's usual and
         customary business practices. Immediately upon the issuance of each
         Credit-Linked Letter of Credit, each Credit-Linked Lender shall be
         deemed to, and hereby irrevocably and unconditionally agrees to,
         purchase from the Credit-Linked L/C Issuer a risk participation in such
         Credit-Linked Letter of Credit in an amount equal to the product of
         such Credit-Linked Lender's Pro Rata Share times the amount of such
         Credit-Linked Letter of Credit which risk participation shall be
         satisfied solely from such Credit-Linked Lender's Pro Rata Share of the
         Credit-Linked Deposits in the Credit-Linked Deposit Account in
         accordance with the provisions of Section 2.05(c).

                  (iii)    If the Borrower so requests in any applicable
         Credit-Linked Letter of Credit Application, the Credit-Linked L/C
         Issuer may, in its sole and absolute discretion, agree to issue a
         Credit-Linked Letter of Credit that has automatic renewal provisions
         (each, an "Auto-Renewal Credit-Linked Letter of Credit"); provided that
         any such Auto-Renewal Credit-Linked Letter of Credit must permit the
         Credit-Linked L/C Issuer to prevent any such renewal at least once in
         each twelve-month period (commencing with the date of issuance of such
         Credit-Linked Letter of Credit) by giving prior notice to the
         beneficiary thereof not later than a day (the "Credit-Linked Nonrenewal
         Notice Date") in each such twelve-month period to be agreed upon at the
         time such Credit-Linked Letter of Credit is issued. Unless otherwise
         directed by the Credit-Linked L/C Issuer, the Borrower shall not be
         required to make a specific request to the Credit-Linked L/C Issuer for
         any such renewal. Once an Auto-Renewal Credit-Linked Letter of Credit
         has been issued, the Credit-Linked Lenders shall be deemed to have
         authorized (but may not require) the

<PAGE>

         Credit-Linked L/C Issuer to permit the renewal of such Credit-Linked
         Letter of Credit at any time to an expiry date not later than the
         Credit-Linked Expiration Date; provided, however, that the
         Credit-Linked L/C Issuer shall not permit any such renewal if (A) the
         Credit-Linked L/C Issuer has determined that it would have no
         obligation at such time to issue such Credit-Linked Letter of Credit in
         its renewed form under the terms hereof (by reason of the provisions of
         Section 2.05(a)(ii) or otherwise), or (B) it has received notice (which
         may be by telephone or in writing) on or before the day that is five
         (5) Business Days before the Credit-Linked Nonrenewal Notice Date (1)
         from the Administrative Agent that the Required Credit-Linked Lenders
         have elected not to permit such renewal or (2) from the Administrative
         Agent, any Credit-Linked Lender or the Borrower that one or more of the
         applicable conditions specified in Section 5.02 is not then satisfied.

                  (iv)     If the Credit-Linked L/C Issuer shall issue any
         Credit-Linked Letter of Credit or amend any Credit-Linked Letter of
         Credit (if the effect thereof is to increase the face amount), without
         obtaining prior consent from the Administrative Agent (if the
         Administrative Agent is different from the Credit-Linked L/C Issuer)
         (as provided in clause (ii) above), or if the Credit-Linked L/C Issuer
         shall permit the extension or renewal of an Auto-Renewal Credit without
         giving timely prior notice to the Administrative Agent (if the
         Administrative Agent is different from the Credit-Linked L/C Issuer) or
         when such extension or renewal is not permitted hereunder (as provided
         in clause (iii) above), such Credit-Linked Letter of Credit (in the
         case of any such amendment, to the extent of the increased face amount
         thereof, and in the case of any reinstatement, to the extent of the
         reinstated amount thereof) (A) shall for all purposes be deemed to have
         been issued by the Credit-Linked L/C Issuer solely for its own account
         and risk and without recourse to any Credit-Linked Deposits in the
         Credit-Linked Deposit Account or any Collateral, and (B) shall not be
         considered a Credit-Linked Letter of Credit outstanding under this
         Agreement, and no Credit-Linked Lender shall be deemed to have any
         participation therein, effective as of the date of such issuance,
         amendment, reinstatement, extension or renewal, as the case may be,
         unless the Required Credit-Linked Lenders expressly consent thereto.

                  (v)      Promptly after its delivery of any Credit-Linked
         Letter of Credit or any amendment to a Credit-Linked Letter of Credit
         to an advising bank with respect thereto or to the beneficiary thereof,
         the Credit-Linked L/C Issuer will also deliver to the Borrower and the
         Administrative Agent a true and complete copy of such Credit-Linked
         Letter of Credit or amendment.

         (c)      Drawings and Reimbursements; Credit-Linked Deposits.

                  (i)      Upon receipt from the beneficiary of any
         Credit-Linked Letter of Credit of any notice of drawing under such
         Credit-Linked Letter of Credit, the Credit-Linked L/C Issuer shall
         notify the Borrower and the Administrative Agent thereof. Not later
         than 11:00 a.m. on the date of any payment by the Credit-Linked L/C
         Issuer under a Credit-Linked Letter of Credit (each such date, a
         "Credit-Linked Honor Date"), the Borrower shall reimburse the
         Credit-Linked L/C Issuer through the Administrative Agent in an amount
         equal to the amount of such drawing. If the Borrower fails to so
         reimburse the Credit-Linked L/C Issuer by such time, the Administrative
         Agent shall promptly notify each Credit-Linked Lender of the
         Credit-Linked Honor Date, the amount of the unreimbursed drawing (the
         "Unreimbursed Credit-Linked Amount"), and the amount of such
         Credit-Linked Lender's Pro Rata Share. In such event the Administrative
         Agent shall also notify each Credit-Linked Lender that Credit-Linked
         L/C Advances will be funded by application of such Credit-Linked
         Lender's Pro Rata Share of the Credit-Linked Deposits in the
         Credit-Linked Deposit Account on the sixth Business Day after such
         Credit-Linked Honor Date to the extent the Unreimbursed Credit-Linked
         Amount (or any portion thereof) remains

<PAGE>

         outstanding on such day. Any notice given by the Credit-Linked L/C
         Issuer or the Administrative Agent pursuant to this Section 2.05(c)(i)
         may be given by telephone if immediately confirmed in writing; provided
         that the lack of such an immediate confirmation shall not affect the
         conclusiveness or binding effect of such notice.

                  (ii)     The Credit-Linked L/C Issuer hereby irrevocably
         grants to each Credit-Linked Lender, and each Credit-Linked Lender
         hereby irrevocably accepts and purchases from the Credit-Linked L/C
         Issuer on the terms and conditions hereinafter stated, for such
         Credit-Linked Lender's own account and risk, an undivided interest
         equal to its Pro Rata Share in the Credit-Linked L/C Issuer's
         obligations and rights with respect to the Credit-Linked Letters of
         Credit issued pursuant to this Agreement (as to each Credit-Linked
         Lender, its "Credit-Linked Participation"), which purchase price when
         paid to the Administrative Agent shall not be a deposit obligation of
         the Administrative Agent. The consideration for the Credit-Linked
         Participation of each Credit-Linked Lender shall consist of the payment
         by such Credit-Linked Lender to the Administrative Agent of an amount
         equal to the Dollar amount set forth opposite such Credit-Linked
         Lender's name in Schedule 2.01 under the heading "Credit-Linked
         Deposit" (as the same may be reduced from time to time in accordance
         with this Agreement, such Lender's "Credit-Linked Deposit"), subject to
         the conditions precedent set forth in Article V hereof. Each
         Credit-Linked Lender shall pay to the Administrative Agent its
         Credit-Linked Deposit in full on the Closing Date. The Credit-Linked
         Deposits of all Credit-Linked Lenders shall be held by, and in the name
         of, the Administrative Agent in the Credit-Linked Deposit Account under
         the sole dominion and control of the Administrative Agent. Each
         Credit-Linked Lender unconditionally and irrevocably agrees with the
         Administrative Agent and the Credit-Linked L/C Issuer that, if a
         drawing is paid under any Credit-Linked Letter of Credit for which the
         Credit-Linked L/C Issuer is not reimbursed in full by the Borrower in
         cash within five (5) Business Days after the applicable Credit-Linked
         Honor Date or converted into a Term Loan under Section 2.06(a), such
         Credit-Linked Lender hereby authorizes the Administrative Agent to
         reimburse to the Credit-Linked L/C Issuer the Unreimbursed
         Credit-Linked Amount (or the outstanding portion thereof) related to
         such drawing on or after the sixth Business Day after such
         Credit-Linked Honor Date, to the extent of such Credit-Linked Lender's
         Pro Rata Share of the Unreimbursed Credit-Linked Amount, solely from
         such Credit-Linked Lender's Pro Rata Share of the Credit-Linked
         Deposits in the Credit-Linked Deposit Account, and each Credit-Linked
         Lender hereby irrevocably authorizes the Administrative Agent to charge
         the Credit-Linked Deposit Account for such purpose, in satisfaction of
         such Credit-Linked Lender's reimbursement obligation arising with
         respect to such drawing hereunder. Notwithstanding the foregoing,
         following the occurrence of an Event of Default (including without
         limitation the occurrence of an actual or deemed entry of an order for
         relief with respect to the Borrower under the Bankruptcy Code of the
         United States), the Credit-Linked Lenders hereby agree that the
         Administrative Agent may immediately reimburse to the Credit-Linked L/C
         Issuer the Unreimbursed Credit-Linked Amount (or the outstanding
         portion thereof) related to any drawing under any Credit-Linked Letter
         of Credit on the Credit-Linked Honor Date with Dollars deposited in the
         Credit-Linked Deposit Account in an amount equal to each such
         Credit-Linked Lender's Pro Rata Share of such Unreimbursed
         Credit-Linked Amount. Without limiting the generality of Section 11.01,
         in charging the Credit-Linked Deposit Account or otherwise exercising
         any rights of set-off with respect thereto, the Administrative Agent
         acts as the agent of the Credit-Linked L/C Issuer. The amount of each
         Credit-Linked Lender's Pro Rata Share of such Unreimbursed
         Credit-Linked Amount (or portion thereof) which is paid to the
         Credit-Linked L/C Issuer as set forth above shall be deemed to be a
         Credit-Linked L/C Advance by such Credit-Linked Lender to the Borrower
         hereunder. The outstanding principal amount of each Credit-Linked L/C
         Advance, together with interest thereon as provided in Section 2.10,
         shall be due and payable, in Dollars, on demand. Each Credit-Linked
         Lender shall be subrogated to the rights and remedies of the
         Credit-Linked L/C Issuer

<PAGE>

         against the Borrower and any Subsidiary liable under such Credit-Linked
         Letter of Credit to the extent such Credit-Linked Lender has reimbursed
         the Credit-Linked L/C Issuer as set forth in this Section 2.05(c)(ii).
         The Credit-Linked L/C Issuer shall reasonably cooperate in exercising
         and enforcing such rights and remedies as may be requested by the
         Required Credit-Linked Lenders (and such cooperation shall be subject
         to any applicable indemnification set forth in Section 10.07 or Section
         11.05 of this Agreement). The Credit-Linked L/C Issuer shall have no
         right to withdraw or set-off against monies on deposit in the
         Credit-Linked Deposit Account other than as set forth in this Section
         2.05(c)(ii).

                  (iii)    The Credit-Linked Deposits shall be held by the
         Administrative Agent in its name in the Credit-Linked Deposit Account
         and no Person other than the Administrative Agent shall have a right of
         withdrawal from the Credit-Linked Deposit Account nor any other right
         or power with respect to the Credit-Linked Deposits or the
         Credit-Linked Deposit Account. Notwithstanding anything in this
         Agreement to the contrary, the sole funding obligation of each
         Credit-Linked Lender in respect of its Credit-Linked Participation
         shall be satisfied upon funding of its Credit-Linked Deposit on the
         Closing Date.

                  (iv)     Until a Credit-Linked Advance is funded pursuant to
         this Section 2.05(c) to reimburse the Credit-Linked L/C Issuer for the
         Unreimbursed Credit-Linked Amount in respect of any Credit-Linked
         Letter of Credit, or such Unreimbursed Credit-Linked Amount is
         converted to a Term Loan pursuant to Section 2.06, interest in respect
         of each Credit-Linked Lender's Pro Rata Share of the Credit-Linked L/C
         Borrowing in the amount of such Unreimbursed Credit-Linked Amount shall
         be solely for the account of the Credit-Linked L/C Issuer.

                  (v)      Except as expressly provided herein, each
         Credit-Linked Lender's agreement to fund Credit-Linked L/C Advances, by
         application of such Credit-Linked Lender's Pro Rata Share of the
         Credit-Linked Deposits, and to reimburse the Credit-Linked L/C Issuer
         for amounts drawn under Credit-Linked Letters of Credit issued by the
         Credit-Linked L/C Issuer, as contemplated by this Section 2.05(c),
         shall be absolute and unconditional and shall not be affected by any
         circumstance, including (A) any set-off, counterclaim, recoupment,
         defense or other right which such Credit-Linked Lender may have against
         the Credit-Linked L/C Issuer, the Borrower, any Subsidiary or any other
         Person for any reason whatsoever, (B) the occurrence or continuance of
         a Default or Event of Default, or (C) any other occurrence, event or
         condition, whether or not similar to any of the foregoing.

                  (vi)     Notwithstanding that a Credit-Linked Letter of Credit
         issued or outstanding hereunder is in support of any obligations of a
         Subsidiary, the Borrower shall be obligated to reimburse the
         Credit-Linked L/C Issuer hereunder for the full amount of any and all
         drawings under such Credit-Linked Letter of Credit.

         (d)      Repayment of Participations.

                  (i)      At any time after the Credit-Linked L/C Issuer has
         made a payment under any Credit-Linked Letter of Credit and has
         received from the Credit-Linked Deposit the proceeds of Credit-Linked
         L/C Advances by the Credit-Linked Lenders in respect of such payment in
         accordance with Section 2.05(c), if the Administrative Agent receives
         for the account of the Credit-Linked L/C Issuer any payment in respect
         of the related Unreimbursed Credit-Linked Amount or interest thereon
         (whether directly from the Borrower or otherwise, including proceeds of
         cash collateral applied thereto by the Administrative Agent), the
         Administrative Agent will distribute to such Credit-Linked Lender its
         Pro Rata Share thereof (appropriately adjusted, in the case of interest
         payments, to reflect the period of time during which such Credit-Linked
         Lender's

<PAGE>

         Credit-Linked L/C Advance was outstanding) in Dollars and in the same
         funds as those received by the Administrative Agent. If a Credit-Linked
         L/C Borrowing has occurred hereunder, the Borrower shall repay the
         Credit-Linked Unreimbursed Amount and interest thereon as provided in
         Sections 2.05(c) and 2.10. Notwithstanding the foregoing, if the
         Credit-Linked L/C Issuer shall have received from the Credit-Linked
         Deposit the proceeds of Credit-Linked L/C Advances by the Credit-Linked
         Lenders and thereafter shall receive any direct payment from the
         Borrower in respect of a Credit-Linked L/C Advance, the Credit-Linked
         L/C Issuer shall immediately pay the amount received to the
         Administrative Agent for distribution to the Credit-Linked Lenders in
         accordance with this Section 2.05(d).

                  (ii)     If any payment received by the Administrative Agent
         for the account of the Credit-Linked L/C Issuer pursuant to Section
         2.05(d)(i) and distributed to the Credit-Linked Lenders by the
         Administrative Agent is required to be returned under any of the
         circumstances described in Section 11.06 (including pursuant to any
         settlement entered into by the Credit-Linked L/C Issuer), each
         Credit-Linked Lender shall pay to the Administrative Agent for the
         account of the Credit-Linked L/C Issuer its Pro Rata Share thereof on
         demand of the Administrative Agent, plus interest thereon from the date
         of such demand to the date such amount is returned by such
         Credit-Linked L/C Lender, at a rate per annum equal to the Federal
         Funds Rate from time to time in effect.

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

                  (i)      any lack of validity or enforceability of such
         Credit-Linked Letter of Credit, this Agreement, or any other Loan
         Document;

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

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

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

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

<PAGE>

         available to, or a discharge of, the Borrower or any Subsidiary.

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

         (f)      Role of Credit-Linked L/C Issuer. Each Credit-Linked Lender
and the Borrower agree that, in paying any drawing under a Credit-Linked Letter
of Credit, the Credit-Linked L/C Issuer shall not have any responsibility to
obtain any document (other than any sight draft, certificates and documents
expressly required by the Credit-Linked Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the Credit-Linked
L/C Issuer, any Issuer-Related Person nor any of the respective correspondents,
participants or assignees of the Credit-Linked L/C Issuer or any Issuer-Related
Person shall be liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Required Lenders
or the Required Credit-Linked Lenders, as applicable; (ii) any action taken or
omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or
instrument related to any Credit-Linked Letter of Credit or Request for Credit
Extension. The Borrower hereby assumes all risks of the acts or omissions of any
beneficiary or transferee with respect to its use of any Credit-Linked Letter of
Credit; provided, however, that this assumption is not intended to, and shall
not, preclude the Borrower's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. None
of the Credit-Linked L/C Issuer, any Issuer-Related Person, nor any of the
respective correspondents, participants or assignees of the Credit-Linked L/C
Issuer, shall be liable or responsible for any of the matters described in
clauses (i) through (v) of Section 2.05(e); provided, however, that anything in
such clauses to the contrary notwithstanding, the Borrower may have a claim
against the Credit-Linked L/C Issuer, and the Credit-Linked L/C Issuer may be
liable to the Borrower, to the extent, but only to the extent, of any direct, as
opposed to consequential or exemplary, damages suffered by the Borrower which
the Borrower proves were caused by the Credit-Linked L/C Issuer's willful
misconduct or gross negligence or the Credit-Linked L/C Issuer's willful failure
to pay under any Credit-Linked Letter of Credit after the presentation to it by
the beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Credit-Linked Letter of Credit. In furtherance and not
in limitation of the foregoing, the Credit-Linked L/C Issuer may accept
documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary,
and the Credit-Linked L/C Issuer shall not be responsible for the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign a Credit-Linked Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

         (g)      Applicability of ISP98 and UCP. Unless otherwise expressly
agreed by the Credit-Linked L/C Issuer and the Borrower when a Credit-Linked
Letter of Credit is issued, (i) the rules of the "International Standby
Practices 1998" published by the Institute of International Banking Law &
Practice (or such later version thereof as may be in effect at the time of
issuance) shall apply to each standby Credit-Linked Letter of Credit, and (ii)
the rules of the UCP at the time of issuance shall apply to each commercial
Credit-Linked Letter of Credit.

         (h)      Credit-Linked L/C Issuer Documents. In the event of any
conflict between the terms hereof and the terms of any Credit-Linked Letter of
Credit Application, the terms hereof shall control.

         (i)      Interest on Credit-Linked Deposit; Repayment of Credit-Linked
Deposit.

<PAGE>

                  (i)      The Administrative Agent hereby agrees to cause Bank
         of America to pay interest to the Administrative Agent, as holder of
         the Credit-Linked Deposit Account, and the Administrative Agent, as
         holder of the Credit-Linked Deposit Account, agrees to distribute to
         each Credit-Linked Lender, from such interest payments received from
         Bank of America, such Credit-Linked Lender's Pro Rata Share of the
         interest earned on the outstanding amount of the Credit-Linked Deposits
         in the Credit-Linked Deposit Account. Such interest will be distributed
         to the Credit-Linked Lenders by the Administrative Agent quarterly in
         arrears on the first Business Day following the end of each Interest
         Period relating to the Credit-Linked Deposits. The Administrative Agent
         hereby agrees that the Credit-Linked Deposits in the Credit-Linked
         Deposit Account shall earn interest at the rate per annum at least
         equal to the LIBO Rate (as defined in the Money Market Account
         Agreement) (the "Benchmark Rate") minus fifteen (15) basis points. In
         addition to the foregoing payments by the Administrative Agent, the
         Borrower agrees to make payments to the Credit-Linked Lenders quarterly
         in arrears when the Credit-Linked Facility Fees are payable pursuant to
         Section 2.05(k) in an amount equal to the shortfall between the rate of
         interest actually earned on the Credit-Linked Deposits and the
         Benchmark Rate (which shortfall shall in no event exceed fifteen (15)
         basis points). The Administrative Agent shall compute all amounts due
         under this Section 2.05(i) and shall notify the Borrower and such
         Credit-Linked Lender of each such amount due. Notwithstanding the
         foregoing, to the extent the Credit-Linked Deposits earn interest in
         excess of the Benchmark Rate for any Interest Period the Administrative
         Agent shall return such excess to the Borrower.

                  (ii)     Subject to, and to the extent of, the Borrower's
         compliance with the cash-collateralization requirements set forth in
         Section 2.05(j), the Administrative Agent shall distribute the
         aggregate amount of any remaining Credit-Linked Deposits to the
         Credit-Linked Lenders on the Maturity Date to the extent of the amount
         credited to the Credit-Linked Deposit Account. The Credit-Linked
         Deposit Account is a deposit account in the name of the Administrative
         Agent under its sole dominion and control, and held by it subject to
         the terms and conditions of this Agreement. No Credit-Linked Lender,
         whether upon the receivership or liquidation of such Credit-Linked
         Lender or otherwise, shall be entitled to its Credit-Linked Deposit
         other than as expressly provided in this Agreement.

                  (iii)    The Borrower shall have no right, title or interest
         in or to the Credit-Linked Deposits or the Credit-Linked Deposit
         Account and no obligations with respect thereto, it being acknowledged
         and agreed by the parties hereto that the making of the Credit-Linked
         Deposits by the Credit-Linked Lenders, the deposit by the
         Administrative Agent of the Credit-Linked Deposits in the Credit-Linked
         Deposit Account, the provisions of this Section 2.05(i) and the
         application of the Credit-Linked Deposits in the manner contemplated by
         Section 2.05(c) constitute agreements among the Administrative Agent,
         the Credit-Linked L/C Issuer and each Credit-Linked Lender in respect
         of the funding obligations of each Credit-Linked Lender in respect of
         its Credit-Linked Participation in Credit-Linked Letters of Credit, and
         do not constitute any loan or extension of credit to the Borrower.

         (j)      Cash Collateral. Upon the request of the Administrative Agent,
if as of the Credit-Linked Expiration Date, any Credit-Linked Letter of Credit
may for any reason remain outstanding and partially or wholly undrawn, the
Borrower shall immediately Cash Collateralize the then Outstanding Amount of
such Credit-Linked L/C Obligations (in an amount equal to such Outstanding
Amount determined as of the Credit-Linked Expiration Date). The Borrower hereby
grants to the Administrative Agent, for the benefit of the Credit-Linked L/C
Issuer and the Credit-Linked Lenders, a security interest in all such cash,
deposit accounts and all balances in the applicable cash collateral accounts and
all proceeds therein. Such cash collateral shall be maintained in blocked
deposit accounts at Bank of America.

<PAGE>

         (k)      Credit-Linked Facility Fee. The Borrower shall pay to the
Administrative Agent for the account of each Credit-Linked Lender in accordance
with its Pro Rata Share, a fee (the "Credit-Linked Facility Fee") equal to 3.00%
times the actual daily amount of such Credit-Linked Lender's Credit-Linked
Deposit. The Credit-Linked Facility Fee shall accrue effective as of the Closing
Date and shall be calculated quarterly in arrears by the Administrative Agent.
The Credit-Linked Facility Fee shall be due and payable quarterly in arrears on
the last Business Day of each March, June, September and December, commencing
with the first such date to occur after the Closing Date and on the
Credit-Linked Expiration Date and thereafter on demand; provided that, in
connection with any reduction of the Aggregate Credit-Linked Commitments
pursuant to Section 2.08(b), the accrued Credit-Linked Facility Fee calculated
for the period ending on such date shall also be paid on the date of such
reduction, and the following quarterly payment shall be calculated on the basis
of the period from such reduction date to such quarterly payment date. The
Credit-Linked Facility Fee shall accrue at all times, including at any time
during which one or more of the conditions in Article V is not met.

         (l)      Credit-Linked Fronting Fee and Processing Charges. The
Borrower shall pay directly to the Credit-Linked L/C Issuer for its own account
(the "Credit-Linked Fronting Fee") (i) a one time fronting fee for each
commercial Credit-Linked Letter of Credit equal to 1/8 of 1% times the amount of
such commercial Credit-Linked Letter of Credit, due and payable at the time of
issuance and (ii) a fronting fee with respect to each standby Credit-Linked
Letter of Credit in an amount equal to 1/8 of 1% per annum on the daily maximum
amount available to be drawn thereunder (whether or not such maximum amount is
then in effect under such Credit-Linked Letter of Credit), due and payable
quarterly in arrears on the Business Day immediately following the last Business
Day of each March, June, September and December, commencing with the first such
date to occur after the issuance of such standby Credit-Linked Letter of Credit,
and on the Credit-Linked Expiration Date. In addition, the Borrower shall pay
directly to the Credit-Linked L/C Issuer for its own account the customary and
standard issuance, commission, presentation, amendment and other processing
fees, and other standard costs and charges (if any), of the Credit-Linked L/C
Issuer or any Affiliate of the Credit-Linked L/C Issuer, relating to its
Credit-Linked Letters of Credit as from time to time in effect and agreed upon
between the Borrower and the Credit-Linked L/C Issuer. Such customary fees and
standard costs and charges are due and payable on demand and are nonrefundable.

         (m)      Designation of Subsidiaries as Account Parties.
Notwithstanding anything to the contrary set forth in this Agreement, including
without limitation Section 2.05(a), a Credit-Linked Letter of Credit issued
hereunder shall upon the request of the Borrower be issued for the account of
any Subsidiary of the Borrower, provided that notwithstanding such request, the
Borrower shall be the actual account party for all purposes of this Agreement
for such Credit-Linked Letter of Credit and such request shall not affect the
Borrower's reimbursement obligations hereunder with respect to such
Credit-Linked Letter of Credit.

2.06     Conversion to Funded Term Loans; Conversion to Credit-Linked Deposits.

(a)      Term Loans.

         (i)      Subject to the terms and conditions set forth herein
(including satisfaction of the conditions precedent specified in Sections 5.02
and 5.03), each Credit-Linked Lender severally agrees (A) to make loans (each
such loan, a "Term Loan") to the Borrower from time to time (but not more than
one time per fiscal quarter (and at such additional times as approved by the
Administrative Agent in its sole discretion)) on any Business Day during the
Availability Period solely with the Dollars funded by each such Credit-Linked
Lender to the Credit-Linked Deposit pursuant to Section 2.01(b) in an aggregate
principal amount up to the excess of (I) the principal amount of the Total
Credit-Linked Deposit minus (II) the Outstanding Amount of all Credit-Linked L/C
Obligations (the amount of such excess being the

<PAGE>

"Unused Amount"), (B) to make Term Loans to the Borrower from time to time on
any Business Day solely with the Dollars funded by each such Credit-Linked
Lender to the Credit-Linked Deposit pursuant to Section 2.01(b) in an aggregate
principal amount up to the amount of any Credit-Linked L/C Borrowing then
outstanding by converting such Credit-Linked L/C Borrowing to Term Loans and (C)
to make Term Loans to the Borrower from time to time on any Business Day solely
with the Dollars funded by each such Credit-Linked Lender to the Credit-Linked
Deposit pursuant to Section 2.01(b) in an aggregate principal amount up to the
amount of any Credit-Linked L/C Advances then outstanding by converting such
Credit Linked L/C Advances to Term Loans; in each case in accordance with the
procedures set forth in this Section 2.06(a); provided, however, that after
giving effect to the making of any such Term Loan pursuant to this Section
2.06(a), (x) the aggregate Outstanding Amount of the Credit-Linked Obligations
shall not exceed the Aggregate Credit-Linked Commitments or the Total
Credit-Linked Deposit and (y) the Pro Rata Share of any Credit-Linked Lender of
the aggregate Outstanding Amount of the Credit-Linked Obligations shall not
exceed such Credit-Linked Lender's Credit-Linked Commitment. Any Term Loans made
under this Section 2.06(a) and subsequently repaid or prepaid may not be
reborrowed, except to the extent any such Term Loan is repaid pursuant to the
provisions of Section 2.06(b).

         (ii)     The Borrower may irrevocably request the making of one or more
Term Loans in an aggregate amount up to the Unused Amount or in an aggregate
amount up to the anticipated drawing on a Credit-Linked Letter of Credit from
the proceeds of Credit-Linked Deposits, or in an aggregate amount up to the
aggregate amount of Credit-Linked L/C Advances then outstanding by converting
such Credit-Linked L/C Advances to Term Loans, as applicable, by delivering a
Loan Notice therefor to the Administrative Agent, appropriately completed and
signed by a Responsible Officer of the Borrower, not later than three (3)
Business Days prior to the proposed date of making of the Term Loans; provided
that the Borrower shall pay the amounts, if any, payable under Section 3.05; and
provided further that the minimum aggregate amount of Term Loans made on any
date shall be $5,000,000 (or such lesser amount agreed to by the Administrative
Agent). Each Loan Notice delivered pursuant to this Section shall specify (A)
the requested date of the borrowing (which shall be a Business Day), (B) the
principal amount of the Term Loans to be borrowed, (C) the Type of Term Loans to
be borrowed and (D) if applicable, the duration of the Interest Period with
respect thereto. If the Borrower fails to specify a Type of Loan in a Loan
Notice, then the applicable Term Loans shall be made as Base Rate Loans. If the
Borrower requests a borrowing of Eurodollar Rate Loans in any Loan Notice, but
fails to specify an Interest Period, it will be deemed to have specified an
Interest Period of one month.

         (iii)    Following receipt of a Loan Notice pursuant to Section
2.06(a)(ii), the Administrative Agent shall promptly notify each Credit-Linked
Lender of its Pro Rata Share of the applicable Term Loans, and if no timely
notice of a conversion or continuation is provided by the Borrower, the
Administrative Agent shall notify each Credit-Linked Lender of the details of
any automatic conversion to Base Rate Loans as described in the preceding
subsection. Upon satisfaction of the applicable conditions set forth in Sections
5.02 and 5.03, the Administrative Agent shall (A) in the case of Term Loans made
pursuant to Section 2.06(a)(i)(A), debit the Credit-Linked Deposit Account in an
amount equal to the aggregate amount of the proposed Term Loans (but not
exceeding the Unused Amount) and shall make such funds available to the Borrower
either by (i) crediting the account of the Borrower on the books of Bank of
America with the amount of such funds or (ii) wire transferring such funds, in
each case in accordance with instructions provided to (and reasonably acceptable
to) the Administrative Agent by the Borrower, (B) in the case of Term Loans made
pursuant to Section 2.06(a)(i)(B), debit the Credit-Linked Deposit Account in an
amount equal to the aggregate amount of the proposed Term Loans and transfer
such funds to the Credit-Linked L/C Issuer in reimbursement of the applicable
drawing on a Credit-Linked Letter of Credit, and (C) in the case of Term Loans
made pursuant to Section 2.06(a)(i)(C) record in its books and records and on
the Register the conversion of the applicable Credit-Linked L/C Advances into
Term Loans, which credit or transfer or recordation, as applicable, shall be
deemed to be

<PAGE>

the making of the Term Loans by the Credit-Linked Lenders hereunder, and such
date shall be the "Term Loan Issuance Date" (and the Administrative Agent shall
forthwith deliver a notice to each Credit-Linked Lender informing such
Credit-Linked Lender of the applicable Term Loan Issuance Date). Each
Credit-Linked Lender hereby irrevocably authorizes the Administrative Agent to
charge the Credit-Linked Deposit Account for such purpose. No Credit-Linked
Lender shall have any obligation to make Term Loans to the Borrower other than
from the proceeds of its Credit-Linked Deposits.

         (iv)     Each conversion of Term Loans from one Type to the other, and
each continuation of Term Loans that are Eurodollar Rate Loans shall be made
upon the Borrower's irrevocable notice to the Administrative Agent, which may be
given by telephone. Each such notice must be received by the Administrative
Agent not later than 11:00 a.m. three (3) Business Days prior to the requested
date of any conversion to or continuation of, Term Loans that are Eurodollar
Rate Loans or any conversion of Term Loans that are Eurodollar Rate Loans to
Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section
2.06(a)(iv) must be confirmed promptly by delivery to the Administrative Agent
of a written Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower. Each Loan Notice (whether telephonic or written) shall
specify (i) whether the Borrower is requesting a conversion of Term Loans from
one Type to the other or a continuation of Term Loans that are Eurodollar Rate
Loans, (ii) the requested date of the conversion or continuation, as the case
may be (which shall be a Business Day), (iii) the principal amount of Term Loans
to be converted or continued, (iv) the Type of Term Loans to which existing Term
Loans are to be converted, if applicable, and (v) if applicable, the duration of
the Interest Period with respect thereto. If the Borrower fails to give a timely
notice requesting a conversion or continuation, then the applicable Term Loans
shall be made as, or converted to, Base Rate Loans. Any such automatic
conversion to Base Rate Loans shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable Eurodollar Rate
Loans. If the Borrower requests a conversion to, or continuation of Eurodollar
Rate Loans in any Loan Notice, but fails to specify an Interest Period, it will
be deemed to have specified an Interest Period of one month.

         (v)      Except as otherwise provided herein, a Term Loan that is a
Eurodollar Rate Loan may be continued or converted only on the last day of the
Interest Period for such Eurodollar Rate Loan. During the existence of a Default
or Event of Default, no Term Loans may be requested as, converted to or
continued as Eurodollar Rate Loans without the consent of the Required
Credit-Linked Lenders, and the Required Credit-Linked Lenders may demand that
any or all of the then outstanding Eurodollar Rate Loans be converted
immediately to Base Rate Loans.

         (vi)     The Administrative Agent shall promptly notify the Borrower
and the Credit-Linked Lenders of the interest rate applicable to any Interest
Period for Term Loans that are Eurodollar Rate Loans upon determination of such
interest rate. The determination of the Eurodollar Rate by the Administrative
Agent shall be conclusive in the absence of manifest error. At any time that
Term Loans that are Base Rate Loans are outstanding, the Administrative Agent
shall notify the Borrower and the Credit-Linked Lenders of any change in Bank of
America's prime rate used in determining the Base Rate promptly following the
public announcement of such change.

         (vii)    After giving effect to all borrowings of Term Loans, all
conversions of Term Loans from one Type to the other, and all continuations of
Term Loans as the same Type, there shall not be more than 5 Interest Periods in
effect with respect to Term Loans.

         (b)      Conversion Back to Credit-Linked Deposits.

         (i)      Subject to the terms and conditions set forth herein, the
Borrower may repay all or any portion of the outstanding amount of the Term
Loans then in existence by paying Dollars to the Administrative Agent for
deposit by the Administrative Agent of such Dollars in the Credit-Linked

<PAGE>

Deposit Account in an amount equal to the Term Loans being repaid.

         (ii)     The Borrower may prepay the Term Loans in the manner provided
for in Section 2.06(b)(i), by delivering a Request for Credit-Linked Deposit to
the Administrative Agent, appropriately completed and signed by a Responsible
Officer of the Borrower, not later than three (3) Business Days prior to the
date of proposed prepayment; provided that the Borrower shall pay the amounts,
if any, payable under Section 3.05; and provided, further that the minimum
aggregate amount of Term Loans prepaid on any date pursuant to Section
2.06(b)(i) shall be $5,000,000.

         (iii)    Following receipt of any Request for Credit-Linked Deposit,
the Administrative Agent shall promptly notify each Credit-Linked Lender of its
Pro Rata Share of the Term Loan being prepaid. Upon the satisfaction of the
procedures contained in this Section 2.06(b), the Borrower shall make the
prepayment of the applicable Term Loans to the Administrative Agent, and the
Administrative Agent shall deposit such proceeds received in the Credit-Linked
Deposit Account. Such proceeds being paid back to the Credit-Linked Deposit
Account shall be credited to each Credit-Linked Lender according to its Pro Rata
Share. Subject to the other terms and conditions of this Agreement, any amount
prepaid by the Borrower pursuant to this Section 2.06(b) may be reborrowed.

2.07     Prepayments.

         (a)      Voluntary Prepayments of Loans.

                  (i)      Revolving Loans. The Borrower may, upon notice from
         the Borrower to the Administrative Agent, at any time or from time to
         time voluntarily prepay Revolving Loans in whole or in part without
         premium or penalty; provided that (A) such notice must be received by
         the Administrative Agent not later than 11:00 a.m. (1) three (3)
         Business Days prior to any date of prepayment of Eurodollar Rate Loans
         and (2) on the date of prepayment of Base Rate Loans; (B) any such
         prepayment of Eurodollar Rate Loans shall be in a principal amount of
         $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if
         less, the entire principal amount thereof then outstanding) and (C) any
         prepayment of Base Rate Loans shall be in a principal amount of
         $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if
         less, the entire principal amount thereof then outstanding). Each such
         notice shall specify the date and amount of such prepayment and the
         Type(s) of Revolving Loans to be prepaid. The Administrative Agent will
         promptly notify each Lender with a Revolving Commitment of its receipt
         of each such notice, and of the amount of such Lender's Pro Rata Share
         of such prepayment. If such notice is given by the Borrower, the
         Borrower shall make such prepayment and the payment amount specified in
         such notice shall be due and payable on the date specified therein. Any
         prepayment of a Eurodollar Rate Loan shall be accompanied by all
         accrued interest thereon, together with any additional amounts required
         pursuant to Section 3.05. Each such prepayment shall be applied to the
         Revolving Loans of the Lenders in accordance with their respective Pro
         Rata Shares.

                  (ii)     Swing Line Loans. The Borrower may, upon notice to
         the Swing Line Lender (with a copy to the Administrative Agent), at any
         time or from time to time, voluntarily prepay Swing Line Loans in whole
         or in part without premium or penalty; provided that (i) such notice
         must be received by the Swing Line Lender and the Administrative Agent
         not later than 1:00 p.m. on the date of the prepayment, and (ii) any
         such prepayment shall be in a minimum principal amount of $250,000 or a
         whole multiple of $100,000 in excess thereof (or, if less, the entire
         principal thereof then outstanding). Each such notice shall specify the
         date and amount of such prepayment. If such notice is given by the
         Borrower, the Borrower shall make such prepayment and the payment
         amount specified in such notice shall be due and payable on the date
         specified therein. Notwithstanding the foregoing, however, in the event
         that an "auto borrow" or "zero

<PAGE>

         balance" or similar arrangement shall then be in place with the Swing
         Line Lender, the Borrower may make voluntary prepayments on Swing Line
         Loans pursuant to such alternative notice arrangements and in such
         minimum amounts, if any, provided thereunder or in connection
         therewith.

                  (iii)    Term Loans. In addition to prepaying the Term Loans
         by paying Dollars to the Administrative Agent for deposit in the
         Credit-Linked Deposit Account pursuant to Section 2.06(b), the Borrower
         may, at its option, upon notice to the Administrative Agent as provided
         below, prepay on any Business Day all, or from time to time any part
         of, the Term Loans (subject to the limitations sets forth below);
         provided that (i) any such notice shall be received by the
         Administrative Agent not later than 1:00 p.m., two (2) Business Days
         prior to the date of prepayment, and (ii) any such partial prepayment
         shall be in an aggregate amount of $1,000,000 or any whole multiple of
         $1,000,000 in excess thereof, or such lesser amount as would reduce the
         Term Loans to $0. Such notice shall specify the proposed effective date
         of such prepayment, the aggregate principal amount of the Term Loans to
         be prepaid on such date and the interest to be paid on the prepayment
         date with respect to such principal amount being prepaid, which shall
         be the last day of the Interest Period therefor. The Administrative
         Agent will promptly notify the Credit-Linked Lenders of any such notice
         of prepayment of the Term Loans. Once prepaid in accordance with this
         Section, such Term Loans may not be reborrowed. Upon any such
         prepayment, the Administrative Agent shall promptly remit to each
         Credit-Linked Lender its Pro Rata Share of the amount of the prepayment
         of the Term Loans.

         (b)      Mandatory Prepayments of Loans.

                  (i)      Revolving Commitments. If for any reason the Total
         Revolving Outstandings at any time exceed the Aggregate Revolving
         Commitments then in effect, the Borrower shall immediately prepay
         Revolving Loans and/or the Swing Line Loans and/or Cash Collateralize
         the L/C Obligations in an aggregate amount equal to such excess;
         provided, however, that the Borrower shall not be required to Cash
         Collateralize the L/C Obligations pursuant to this Section 2.07(b)(i)
         unless after the prepayment in full of the Revolving Loans and Swing
         Line Loans the Total Revolving Outstandings exceed the Aggregate
         Revolving Commitments then in effect.

                  (ii)     Credit-Linked Commitments. If for any reason the
         Outstanding Amount of (A) all Credit-Linked Letters of Credit and (B)
         the aggregate of the Unreimbursed Credit-Linked Amounts exceeds the
         Total Credit-Linked Deposit, the Borrower shall immediately pay the
         Unreimbursed Credit-Linked Amounts and/or Cash Collateralize the
         Credit-Linked Letters of Credit in an aggregate amount equal to such
         excess.

                  (iii)    Application of Mandatory Prepayments. All amounts
         required to be paid pursuant to Section 2.07(b)(i) shall be applied to
         Revolving Loans and Swing Line Loans and (after all Revolving Loans and
         all Swing Line Loans have been repaid) to Cash Collateralize L/C
         Obligations. All amounts required to be paid pursuant to Section
         2.07(b)(ii) shall be applied to the Unreimbursed Credit-Linked Amounts
         and (after all Unreimbursed Credit-Linked Amounts have been repaid) to
         Cash Collateralize the Credit-Linked Letters of Credit.

         Within the parameters of the applications set forth above, prepayments
         shall be applied first to Base Rate Loans and then to Eurodollar Rate
         Loans in direct order of Interest Period maturities. All prepayments
         under this Section 2.07(b) shall be subject to Section 3.05, but
         otherwise without premium or penalty, and shall be accompanied by
         interest on the principal amount prepaid through the date of
         prepayment.

<PAGE>

2.08     Termination or Reduction of Commitments.

         (a)      Optional Reductions of Revolving Commitments. The Borrower
may, upon notice to the Administrative Agent, terminate the Aggregate Revolving
Commitments, or from time to time permanently reduce the Aggregate Revolving
Commitments to an amount not less than the Outstanding Amount of Revolving
Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice
shall be received by the Administrative Agent not later than 12:00 noon five (5)
Business Days prior to the date of termination or reduction, (ii) any such
partial reduction shall be in an aggregate amount of $5,000,000 or any whole
multiple of $1,000,000 in excess thereof and (iii) if, after giving effect to
any reduction of the Aggregate Revolving Commitments, the Letter of Credit
Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate
Revolving Commitments, such sublimit shall be automatically reduced by the
amount of such excess. The Administrative Agent will promptly notify the Lenders
of any such notice of termination or reduction of the Aggregate Revolving
Commitments. Any reduction of the Aggregate Revolving Commitments shall be
applied to the Revolving Commitment of each Lender according to its Pro Rata
Share. All fees accrued with respect thereto until the effective date of any
termination of the Aggregate Revolving Commitments shall be paid on the
effective date of such termination.

         (b)      Optional Reduction of Credit-Linked Commitments. The Borrower
may, upon notice to the Administrative Agent, terminate the Aggregate
Credit-Linked Commitments, or from time to time permanently reduce the Aggregate
Credit-Linked Commitments to an amount not less than the Credit-Linked
Obligations; provided that (i) any such notice shall be received by the
Administrative Agent not later than 12:00 noon five (5) Business Days prior to
the date of termination or reduction, (ii) any such partial reduction shall be
in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in
excess thereof, or such lesser amount as would reduce the Aggregate
Credit-Linked Commitments to zero and (iii) the Borrower shall not direct the
Administrative Agent to reduce the Aggregate Credit-Linked Commitments if, after
giving effect to such reduction, the aggregate Credit-Linked Obligations would
exceed the Aggregate Credit-Linked Commitments. The Administrative Agent shall
promptly notify the Credit-Linked Lenders of any such notice of termination or
reduction of the Aggregate Credit-Linked Commitments. Any such reduction or
termination of the Aggregate Credit-Linked Commitments shall be applied to the
Credit-Linked Commitment of each Lender according to its Pro Rata Share, and the
Administrative Agent shall return all amounts in the Credit-Linked Deposit in
the amount of such reduction or termination to the Credit-Linked Lenders in
accordance with their respective Pro Rata Share. Once reduced in accordance with
this Section 2.08(b), the Credit-Linked Commitments may not be increased. All
fees accrued with respect thereto until the effective date of any termination or
reduction of the Aggregate Credit-Linked Commitments shall be paid on the
effective date of such termination or reduction. Upon any such termination or
reduction, the Administrative Agent shall promptly remit to each Credit-Linked
Lender Dollars in the Credit-Linked Deposit Account equal to its Pro Rata Share
of termination or reduction of the Aggregate Credit-Linked Commitments.

         (c)      Mandatory Reductions of Credit-Linked Deposits and Term Loans.
The Borrower shall repay the Term Loans and/or permanently reduce the Aggregate
Credit-Linked Commitments pursuant to Section 2.08(b) on December 31 of each
fiscal year such that the aggregate of the Credit-Linked Deposits and the Term
Loans then outstanding shall not exceed the following amounts as of the
following dates:

<TABLE>
<CAPTION>
    Date                                        Amount
    ----                                        ------
<S>                                         <C>
December 31, 2004                           $148,500,000.00

December 31, 2005                           $147,000,000.00
</TABLE>

<PAGE>

<TABLE>
<S>                                         <C>
December 31, 2006                           $145,500,000.00

December 31, 2007                           $144,000,000.00
</TABLE>

2.09     Repayment of Loans.

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

         (b)      Swing Line Loans. The Borrower shall repay each Swing Line
Loan on the earlier to occur of (i) demand by the Swing Line Lender and (ii) the
Maturity Date.

         (c)      Term Loans. The Borrower shall repay to the Lenders on the
Maturity Date the outstanding principal amount of all Term Loans outstanding on
such date, unless accelerated sooner pursuant to Section 9.02.

2.10     Interest.

         (a)      Revolving Loans and Swing Line Loans.

                  (i)      Subject to the provisions of subsection (ii) below,
         (A) each Revolving Loan that is a Eurodollar Rate Loan shall bear
         interest on the outstanding principal amount thereof for each Interest
         Period at a rate per annum equal to the sum of (I) the Eurodollar Rate
         for such Interest Period plus (II) the Applicable Rate; (B) each
         Revolving Loan that is a Base Rate Loan shall bear interest on the
         outstanding principal amount thereof from the applicable borrowing date
         at a rate per annum equal to the Base Rate plus the Applicable Rate;
         and (C) each Swing Line Loan shall bear interest on the outstanding
         principal amount thereof from the applicable borrowing date at a rate
         per annum equal to the Base Rate plus the Applicable Rate.

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

         (b)      Term Loans.

                  (i)      Subject to the provisions of subsection (ii) below,
         (A) each Term Loan that is a Eurodollar Loan shall bear interest on the
         outstanding principal amount thereof for each Interest Period at a rate
         per annum equal to the sum of (I) the Eurodollar Rate for such Interest
         Period plus (II) 3.00% and (B) each Term Loan that is a Base Rate Loan
         shall bear interest on the outstanding principal amount thereof from
         the applicable borrowing date at a rate per annum equal to the Base
         Rate plus 3.00%.

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

         (c)      Interest on Credit-Linked L/C Borrowings and Credit-Linked L/C
Advances.

<PAGE>

                  (i)      Each Credit-Linked L/C Borrowing shall bear interest
         on the outstanding principal amount thereof (A) from and including the
         applicable Credit-Linked L/C Borrowing date to and excluding the date
         six (6) Business Days thereafter at an interest rate per annum equal at
         all times to the Base Rate plus 3.00%, and (B) from and including the
         sixth Business Day after the applicable Credit-Linked L/C Borrowing
         date at an interest rate per annum equal at all times to the Default
         Rate.

                  (ii)     Each Credit-Linked L/C Advance shall bear interest on
         the outstanding principal amount thereof for each Interest Period at a
         rate per annum equal to the sum of (A) the Eurodollar Rate for such
         Interest Period plus (B) 3.00%.

         (d)      Default Rate. Upon the occurrence and during the continuation
of an Event of Default, the Borrower shall pay interest on the principal amount
of all outstanding Obligations at a fluctuating interest rate per annum at all
times equal to the Default Rate to the fullest extent permitted by applicable
Laws.

2.11     Fees.

         In addition to certain fees described in subsections (i) and (j) of
Section 2.03 and subsections (k) and (l) of Section 2.05:

                  (a)      Commitment Fee. The Borrower shall pay to the
         Administrative Agent for the account of each Lender in accordance with
         its Pro Rata Share, a commitment fee equal to the product of (i) the
         Applicable Rate times (ii) the actual daily amount by which the
         Aggregate Revolving Commitments exceed the sum of (y) the Outstanding
         Amount of Revolving Loans and (z) the Outstanding Amount of L/C
         Obligations. The commitment fee shall accrue at all times during the
         Availability Period, including at any time during which one or more of
         the conditions in Article V is not met, and shall be due and payable
         quarterly in arrears on the last Business Day of each March, June,
         September and December, commencing with the first such date to occur
         after the Closing Date, and on the Maturity Date. The commitment fee
         shall be calculated quarterly in arrears, and if there is any change in
         the Applicable Rate during any quarter, the actual daily amount shall
         be computed and multiplied by the Applicable Rate separately for each
         period during such quarter that such Applicable Rate was in effect. For
         purposes of clarification, Swing Line Loans shall not be considered
         outstanding for purposes of determining the unused portion of the
         Aggregate Revolving Commitments.

                  (b)      Fee Letter. The Borrower shall pay to BAS and the
         Administrative Agent for their own respective accounts fees in the
         amounts and at the times specified in the Fee Letter. Such fees shall
         be fully earned when paid and shall be non-refundable for any reason
         whatsoever.

2.12     Computation of Interest and Fees.

         All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America's "prime rate" shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year). Interest shall
accrue on each Credit-Linked L/C Advance or Loan for the day on which the
Credit-Linked L/C

<PAGE>

Advance or Loan is made, and shall not accrue on a Credit-Linked L/C Advance or
Loan, or any portion thereof, for the day on which the Credit-Linked L/C
Advance, Loan or such portion is paid, provided that any Credit-Linked L/C
Advance or Loan that is repaid on the same day on which it is made shall bear
interest for one day.

2.13     Evidence of Debt.

         (a)      The Credit Extensions made by each Lender shall be evidenced
by one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records
maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Credit Extensions made by the Lenders
to the Borrower and the interest and payments thereon. Any failure to so record
or any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder to pay any amount owing with respect to the
Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any
Lender made through the Administrative Agent, the Borrower shall execute and
deliver to such Lender (through the Administrative Agent) a promissory note,
which shall evidence such Lender's Loans in addition to such accounts or
records. Each such promissory note shall (i) in the case of Revolving Loans, be
in the form of Exhibit E-1 (a "Revolving Note") and (ii) in the case of Swing
Line Loans, be in the form of Exhibit E-2 (a "Swing Line Note"). Furthermore,
the Credit-Linked Deposit of, and the obligations of the Borrower to pay
Credit-Linked L/C Advances and Term Loans to, each Credit-Linked Lender shall be
evidenced by a Credit-Linked Note in the form of Exhibit E-3 (a "Credit-Linked
Note") executed by the Borrower. Each Lender may attach schedules to its Note
and endorse thereon the date, Type (if applicable), amount and maturity of its
Loans and payments with respect thereto.

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

2.14     Payments Generally.

         (a)      All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in immediately available funds not later than 2:00 p.m. on
the date specified herein. The Administrative Agent will promptly distribute to
the L/C Issuer or the Credit-Linked L/C Issuer, as the case may be, its
applicable share or each Lender its Pro Rata Share (or other applicable share as
provided herein) of such payment in like funds as received by wire transfer to
such Lender's Lending Office. All payments received by the Administrative Agent
after 2:00 p.m. shall be deemed received on the next succeeding Business Day and
any applicable interest or fee shall continue to accrue.

         (b)      Subject to the definition of "Interest Period", if any payment
to be made by the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of
time shall be reflected in computing interest or fees, as the case may be.

         (c)      If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal, L/C
Borrowings, Credit-Linked L/C Borrowings, interest and fees

<PAGE>

then due hereunder, such funds shall be applied (i) first, toward costs and
expenses (including Attorney Costs and amounts payable under Article III)
incurred by the Administrative Agent and each Lender, (ii) second, toward
repayment of interest and fees then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of interest and fees then due to
such parties, and (iii) third, toward repayment of principal, L/C Borrowings and
Credit-Linked L/C Borrowings then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal, L/C Borrowings and
Credit-Linked L/C Borrowings then due to such parties.

         (d)      Unless the Borrower or any Lender has notified the
Administrative Agent, prior to the date any payment is required to be made by it
to the Administrative Agent hereunder, that the Borrower or such Lender, as the
case may be, will not make such payment, the Administrative Agent may assume
that the Borrower or such Lender, as the case may be, has timely made such
payment and may (but shall not be so required to), in reliance thereon, make
available a corresponding amount to the Person entitled thereto. If and to the
extent that such payment was not in fact made to the Administrative Agent in
immediately available funds, then:

                  (i)      if the Borrower failed to make such payment, each
         Lender shall forthwith on demand repay to the Administrative Agent the
         portion of such assumed payment that was made available to such Lender
         in immediately available funds, together with interest thereon in
         respect of each day from and including the date such amount was made
         available by the Administrative Agent to such Lender to the date such
         amount is repaid to the Administrative Agent in immediately available
         funds at the Federal Funds Rate from time to time in effect; and

                  (ii)     if any Lender failed to make such payment, such
         Lender shall forthwith on demand pay to the Administrative Agent the
         amount thereof in immediately available funds, together with interest
         thereon for the period from the date such amount was made available by
         the Administrative Agent to the Borrower to the date such amount is
         recovered by the Administrative Agent (the "Compensation Period") at a
         rate per annum equal to the Federal Funds Rate from time to time in
         effect. If such Lender pays such amount to the Administrative Agent,
         then such amount shall constitute such Lender's Loan included in the
         applicable Borrowing. If such Lender does not pay such amount forthwith
         upon the Administrative Agent's demand therefor, the Administrative
         Agent may make a demand therefor upon the Borrower, and the Borrower
         shall pay such amount to the Administrative Agent, together with
         interest thereon for the Compensation Period at a rate per annum equal
         to the rate of interest applicable to the applicable Borrowing. Nothing
         herein shall be deemed to relieve any Lender from its obligation to
         fulfill its Commitment or to prejudice any rights which the
         Administrative Agent or the Borrower may have against any Lender as a
         result of any default by such Lender hereunder.

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

         (e)      If any Lender makes available to the Administrative Agent
funds for any Loan to be made by such Lender as provided in the foregoing
provisions of this Article II, and such funds are not made available to the
Borrower by the Administrative Agent because the conditions to the applicable
Credit Extension set forth in Article V are not satisfied or waived in
accordance with the terms hereof, the Administrative Agent shall return such
funds (in like funds as received from such Lender) to such Lender, without
interest.

         (f)      The obligations of the Lenders hereunder to make Loans, to
fund participations in Letters of Credit and Swing Line Loans and to fund
participations in Credit-Linked Letters of Credit are several and not joint. The
failure of any Lender to make any Loan, to fund any such participation in
Letters of

<PAGE>

Credit or Swing Line Loans or to fund participations in Credit-Linked Letters of
Credit on any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan, purchase
its participation in Letters of Credit or Swing Line Loans or purchase
participations in Credit-Linked Letters of Credit.

         (g)      Nothing herein shall be deemed to obligate any Lender to
obtain the funds for any Loan or the Credit-Linked Deposit in any particular
place or manner or to constitute a representation by any Lender that it has
obtained or will obtain the funds for any Loan or the Credit-Linked Deposit in
any particular place or manner.

2.15     Sharing of Payments.

         If, other than as expressly provided elsewhere herein, any Lender shall
obtain on account of the Loans made by it, or the participations in L/C
Obligations, Credit-Linked L/C Obligations or in Swing Line Loans held by it
(but not including any amounts applied by the Swing Line Lender to outstanding
Swing Line Loans), any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) in excess of its ratable share
(or other share contemplated hereunder) thereof, such Lender shall immediately
(a) notify the Administrative Agent of such fact, and (b) purchase from the
other Lenders such participations in the Loans made by them and/or such
subparticipations in the participations in L/C Obligations, Credit-Linked L/C
Obligations or Swing Line Loans held by them, as the case may be, as shall be
necessary to cause such purchasing Lender to share the excess payment in respect
of such Loans or such participations, as the case may be, pro rata with each of
them; provided, however, that if all or any portion of such excess payment is
thereafter recovered from the purchasing Lender under any of the circumstances
described in Section 11.06 (including pursuant to any settlement entered into by
the purchasing Lender in its discretion), such purchase shall to that extent be
rescinded and each other Lender shall repay to the purchasing Lender the
purchase price paid therefor, together with an amount equal to such paying
Lender's ratable share (according to the proportion of (i) the amount of such
paying Lender's required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered, without further
interest thereon. The Borrower agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off, but subject
to Section 11.09) with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation.
The Administrative Agent will keep records (which shall be conclusive and
binding in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests,
demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased.

                                   ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

3.01     Taxes.

         (a)      Subject to Section 11.15 and except as provided in this
Section 3.01, any and all payments by any Loan Party to or for the account of
the Administrative Agent, any Issuer or any Lender under any Loan Document shall
be made free and clear of and without deduction for any and all present

<PAGE>

or future taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and all liabilities with respect thereto,
excluding, in the case of the Administrative Agent, each Issuer and each Lender,
taxes imposed on or measured by its overall net income or overall gross
receipts, and franchise taxes and similar taxes imposed on it, by the
jurisdiction (or any political subdivision thereof) under the Laws of which the
Administrative Agent, such Issuer or such Lender, as the case may be, is
organized or maintains a lending office or maintained a lending office from
which Credit Extensions were made (all such non-excluded taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and
liabilities being hereinafter referred to as "Taxes"). If any Loan Party shall
be required by any Laws to deduct any Taxes from or in respect of any sum
payable under any Loan Document to the Administrative Agent, any Issuer or any
Lender, (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section), each of the Administrative Agent, such Issuer and
such Lender receives an amount equal to the sum it would have received had no
such deductions been made, (ii) such Loan Party shall make such deductions,
(iii) such Loan Party shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with applicable Laws, and
(iv) within thirty days after the date of such payment, such Loan Party shall
furnish to the Administrative Agent (which shall forward the same to such
Lender) the original or a certified copy of a receipt evidencing payment
thereof.

         (b)      In addition, the Borrower agrees to pay any and all present or
future stamp, court or documentary taxes and any other excise or property taxes
or charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").

         (c)      The Borrower agrees to indemnify the Administrative Agent,
each Issuer and each Lender for (i) the full amount of Taxes and Other Taxes
(including any Taxes or Other Taxes imposed or asserted by any jurisdiction on
amounts payable under this Section) paid by the Administrative Agent, such
Issuer and such Lender and (ii) any liability (including additions to tax,
penalties, interest and expenses) arising therefrom or with respect thereto, in
each case whether or not such Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority; provided the
Administrative Agent, such Issuer and such Lender, as the case may be, provides
the Borrower with a written record therefor setting forth in reasonable detail
the basis and calculation of such amounts. Payment under this subsection (c)
shall be made within thirty days after the date the Lender, the Issuer or the
Administrative Agent makes a demand therefor.

         (d)      Each Lender agrees that, upon the occurrence of any event
giving rise to the operation of Section 3.01(a) or Section 3.01(c) with respect
to such Lender, it will, if requested by the Borrower, use reasonable commercial
efforts (subject to such Lender's overall internal policies of general
application) to designate another lending office for any Loan, Letter of Credit
or Credit-Linked Letter of Credit affected by such event with the object of
avoiding the consequences of such event; provided that such designation is made
on terms that, in the reasonable judgment of such Lender, cause such Lender and
its lending office(s) to suffer no material economic, legal or regulatory
disadvantage, and provided, further, that nothing in this Section 3.01(c) shall
affect or postpone any of the Obligations of the Borrower or the rights of such
Lender pursuant to Section 3.01(a) and Section 3.01(c).

         (e)      Notwithstanding any provision contained herein to the
contrary, any indemnity with respect to taxes, duties, levies, imposts,
deductions, assessments, fees, withholdings or similar charges imposed by any
Governmental Authority on any payment made by any Loan Party to or for the
account of the Administrative Agent, any Issuer or any Lender under any Loan
Document, or any liabilities with

<PAGE>

respect thereto, shall be governed solely and exclusively by this Section 3.01
and Section 11.15.

3.02     Illegality.

         If any Lender reasonably determines that any Law has made it unlawful,
or that any Governmental Authority has asserted that it is unlawful, for any
Lender or its applicable Lending Office to make, maintain or fund Eurodollar
Rate Loans, or to determine or charge interest rates based upon the Eurodollar
Rate, then, on notice thereof by such Lender to the Borrower through the
Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Borrower shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.
Upon any such prepayment or conversion, the Borrower shall also pay accrued
interest on the amount so prepaid or converted. Each Lender agrees to designate
a different Lending Office if such designation will avoid the need for such
notice and will not, in the good faith judgment of such Lender, otherwise be
materially disadvantageous to such Lender.

3.03     Inability to Determine Rates.

         If the Administrative Agent reasonably determines that for any reason
adequate and reasonable means do not exist for determining the Eurodollar Base
Rate for any requested Interest Period with respect to a proposed Eurodollar
Rate Loan, or that the Eurodollar Base Rate for any requested Interest Period
with respect to a proposed Eurodollar Rate Loan does not adequately and fairly
reflect the cost to the Lenders of funding such Loan, the Administrative Agent
will promptly notify the Borrower and all Lenders. Thereafter, the obligation of
the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until
the Administrative Agent revokes such notice. Upon receipt of such notice, the
Borrower may revoke (without regard to any notice period that may otherwise be
required hereunder) any pending request for a Borrowing, conversion or
continuation of Eurodollar Rate Loans or, failing that, will be deemed to have
converted such request into a request for a Borrowing of Base Rate Loans in the
amount specified therein.

3.04     Increased Cost and Reduced Return; Capital Adequacy.

         (a)      If any Lender reasonably determines that as a result of the
introduction of or any change in or in the interpretation of any Law, or such
Lender's compliance therewith, there shall be any increase in the cost to such
Lender of agreeing to make or making, funding or maintaining Eurodollar Rate
Loans or (as the case may be) issuing or participating in Letters of Credit, or
a reduction in the amount received or receivable by such Lender in connection
with any of the foregoing (excluding for purposes of this subsection (a) any
such increased costs or reduction in amount resulting from (i) Taxes or Other
Taxes (as to which Section 3.01 and Section 11.15 shall govern), (ii) changes in
the basis of taxation of overall net income, overall gross income, franchise
taxes or similar taxes by the United States or any foreign jurisdiction or any
political subdivision of either thereof under the Laws of which such Lender is
organized or has its Lending Office or maintained a lending office from which
Credit Extensions were made, and (iii) reserve requirements utilized, as to
Eurodollar Rate Loans, in the determination of the Eurodollar Rate), then from
time to time upon demand of such Lender setting forth in reasonable detail such
increased costs (with a copy of such demand to the Administrative Agent), the
Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such increased cost or reduction.

<PAGE>

         (b)      If any Lender reasonably determines that the introduction of
any Law regarding capital adequacy or any change therein or in the
interpretation thereof, or compliance by such Lender (or its Lending Office)
therewith, has the effect of reducing the rate of return on the capital of such
Lender or any corporation controlling such Lender as a consequence of such
Lender's obligations hereunder (taking into consideration its policies with
respect to capital adequacy and such Lender's desired return on capital), then
from time to time upon demand of such Lender setting forth in reasonable detail
such additional amounts (with a copy of such demand to the Administrative
Agent), the Borrower shall pay to such Lender such additional amounts as will
compensate such Lender for such reduction.

         (c)      The Borrower shall not be required to compensate a Lender
pursuant to Section 3.04(a) or (b) for any such increased cost or reduction
incurred more than one hundred eighty (180) days prior to the date that such
Lender demands, or notifies the Borrower of its intention to demand,
compensation therefor; provided that, if the circumstance giving rise to such
increased cost or reduction is retroactive, then such 180-day period referred to
above shall be extended to include the period of retroactive effect thereof.

3.05     Funding Losses.

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

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

                  (b)      any reduction of the Total Credit-Linked Deposits on
         a day other than the last day of an Interest Period therefor;

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

                  (d)      any assignment of a Eurodollar Rate Loan on a day
         other than the last day of the Interest Period therefor as a result of
         a request by the Borrower pursuant to Section 11.16;

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

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

<PAGE>

3.06     Matters Applicable to all Requests for Compensation.

         (a)      A certificate of the Administrative Agent or any Lender
claiming compensation under this Article III and setting forth the additional
amount or amounts to be paid to it hereunder shall be conclusive in the absence
of manifest error. In determining such amount, the Administrative Agent or such
Lender may use any reasonable averaging and attribution methods.

         (b)      Upon any Lender's making a claim for compensation under
Section 3.01 or 3.04, the Borrower may replace such Lender in accordance with
Section 11.16.

3.07     Survival.

         All of the Borrower's obligations under this Article III shall survive
the termination of the Aggregate Revolving Commitments, the termination of the
Credit-Linked Commitments and the Credit-Linked Deposits and repayment of all
other Obligations hereunder.

                                   ARTICLE IV

                                    GUARANTY

4.01     The Guaranty.

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

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

4.02     Obligations Unconditional.

         The obligations of the Guarantors under Section 4.01 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Loan Documents or Swap
Contracts, or any other agreement or instrument referred to therein, or any
substitution, release, impairment or exchange of any other guarantee of or
security for any of the Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section 4.02 that the obligations of the
Guarantors hereunder shall be absolute and unconditional under any and all
circumstances. Each Guarantor agrees that such Guarantor shall have no right of
subrogation, indemnity, reimbursement or contribution against the Borrower or
any other Guarantor for amounts paid

<PAGE>

under this Article IV until such time as the Obligations have been paid in full
and the Commitments have expired or terminated. Without limiting the generality
of the foregoing, it is agreed that, to the fullest extent permitted by law, the
occurrence of any one or more of the following shall not alter or impair the
liability of any Guarantor hereunder, which shall remain absolute and
unconditional as described above:

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

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

                  (c)      the maturity of any of the Obligations shall be
         accelerated, or any of the Obligations shall be modified, supplemented
         or amended in any respect, or any right under any of the Loan
         Documents, any Swap Contract between any Loan Party and any Lender, or
         any Affiliate of a Lender, or any other agreement or instrument
         referred to in the Loan Documents or such Swap Contracts shall be
         waived or any other guarantee of any of the Obligations or any security
         therefor shall be released, impaired or exchanged in whole or in part
         or otherwise dealt with;

                  (d)      any Lien granted to, or in favor of, the
         Administrative Agent or any Lender or Lenders as security for any of
         the Obligations shall fail to attach or be perfected; or

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

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

4.03     Reinstatement.

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

4.04     Certain Additional Waivers.

<PAGE>

         Each Guarantor further agrees that such Guarantor shall have no right
of recourse to security for the Obligations, except through the exercise of
rights of subrogation pursuant to Section 4.02 and through the exercise of
rights of contribution pursuant to Section 4.06.

4.05     Remedies.

         The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, the Obligations may be declared to be forthwith due
and payable as provided in Section 9.02 (and shall be deemed to have become
automatically due and payable in the circumstances provided in said Section
9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other
prohibition preventing such declaration (or preventing the Obligations from
becoming automatically due and payable) as against any other Person and that, in
the event of such declaration (or the Obligations being deemed to have become
automatically due and payable), the Obligations (whether or not due and payable
by any other Person) shall forthwith become due and payable by the Guarantors
for purposes of Section 4.01. The Guarantors acknowledge and agree that their
obligations hereunder are secured in accordance with the terms of the Collateral
Documents and that the Lenders may exercise their remedies thereunder in
accordance with the terms thereof.

4.06     Rights of Contribution.

         The Guarantors hereby agree as among themselves that, if any Guarantor
shall make an Excess Payment (as defined below), such Guarantor shall have a
right of contribution from each other Guarantor in an amount equal to such other
Guarantor's Contribution Share (as defined below) of such Excess Payment. The
payment obligations of any Guarantor under this Section 4.06 shall be
subordinate and subject in right of payment to the Obligations until such time
as the Obligations have been paid in full and the Commitments have expired or
terminated, and none of the Guarantors shall exercise any right or remedy under
this Section 4.06 against any other Guarantor until such Obligations have been
paid in full and the Commitments have expired or terminated. For purposes of
this Section 4.06, (a) "Excess Payment" shall mean the amount paid by any
Guarantor in excess of its Ratable Share of any Guaranteed Obligations; (b)
"Ratable Share" shall mean, for any Guarantor in respect of any payment of
Obligations, the ratio (expressed as a percentage) as of the date of such
payment of Guaranteed Obligations of (i) the amount by which the aggregate
present fair salable value of all of its assets and properties exceeds the
amount of all debts and liabilities of such Guarantor (including contingent,
subordinated, unmatured, and unliquidated liabilities, but excluding the
obligations of such Guarantor hereunder) to (ii) the amount by which the
aggregate present fair salable value of all assets and other properties of all
of the Loan Parties exceeds the amount of all of the debts and liabilities
(including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of the Loan Parties hereunder) of the Loan
Parties; provided, however, that, for purposes of calculating the Ratable Shares
of the Guarantors in respect of any payment of Obligations, any Guarantor that
became a Guarantor subsequent to the date of any such payment shall be deemed to
have been a Guarantor on the date of such payment and the financial information
for such Guarantor as of the date such Guarantor became a Guarantor shall be
utilized for such Guarantor in connection with such payment; (c) "Contribution
Share" shall mean, for any Guarantor in respect of any Excess Payment made by
any other Guarantor, the ratio (expressed as a percentage) as of the date of
such Excess Payment of (i) the amount by which the aggregate present fair
salable value of all of its assets and properties exceeds the amount of all
debts and liabilities of such Guarantor (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of such
Guarantor hereunder) to (ii) the amount by which the aggregate present fair
salable value of all assets and other properties of the Loan Parties other than
the maker of such Excess Payment exceeds the amount of all of the debts and
liabilities (including contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the obligations of the Loan Parties) of the Loan
Parties other than the maker of such Excess Payment; provided, however, that,
for purposes of calculating the Contribution Shares of the Guarantors in respect
of any Excess Payment, any Guarantor that became a

<PAGE>

Guarantor subsequent to the date of any such Excess Payment shall be deemed to
have been a Guarantor on the date of such Excess Payment and the financial
information for such Guarantor as of the date such Guarantor became a Guarantor
shall be utilized for such Guarantor in connection with such Excess Payment; and
(d) "Guaranteed Obligations" shall mean the Obligations guaranteed by the
Guarantors pursuant to this Article IV. This Section 4.06 shall not be deemed to
affect any right of subrogation, indemnity, reimbursement or contribution that
any Guarantor may have under Law against the Borrower in respect of any payment
of Guaranteed Obligations. Notwithstanding the foregoing, all rights of
contribution against any Guarantor shall terminate from and after such time, if
ever, that such Guarantor shall be relieved of its obligations in accordance
with Section 10.11.

4.07     Guarantee of Payment; Continuing Guarantee.

         The guarantee in this Article IV is a guaranty of payment and not of
collection, is a continuing guarantee, and shall apply to all Obligations
whenever arising.

                                    ARTICLE V

                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

5.01     Conditions of Initial Credit Extension.

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

                  (a)      Loan Documents. Receipt by the Administrative Agent
         of executed counterparts of this Agreement and the other Loan
         Documents, each properly executed by a Responsible Officer of the
         signing Loan Party and, in the case of this Agreement, by each Lender.

                  (b)      Opinions of Counsel. Receipt by the Administrative
         Agent of favorable opinions of general counsel of the Loan Parties and
         legal counsel to the Loan Parties, addressed to the Administrative
         Agent and each Lender, dated as of the Closing Date, and in form and
         substance reasonably satisfactory to the Administrative Agent.

                  (c)      Financial Statements. The Administrative Agent shall
         have received:

                           (i)      consolidated financial statements of the
                  Borrower and its Subsidiaries for the fiscal years ended
                  December 31, 2000, December 31, 2001 and December 31, 2002,
                  including balance sheets and income and cash flow statements,
                  in each case audited by independent public accountants of
                  recognized national standing and prepared in conformity with
                  GAAP; and

                           (ii)     unaudited consolidated financial statements
                  of the Borrower and its Subsidiaries for the nine month period
                  ending September 30, 2003, including balance sheets and
                  statements of income or operations, shareholders' equity and
                  cash flows (the "Interim Financial Statements").

                  (d)      No Material Adverse Change. There shall not have
         occurred a material adverse change since June 30, 2003 in the business,
         assets, liabilities, operations, financial condition or prospects of
         the Borrower and its Subsidiaries taken as a whole.

<PAGE>

                  (e)      Litigation. There shall not exist any action, suit,
         investigation or proceeding pending or threatened in any court or
         before an arbitrator or Governmental Authority that could reasonably be
         expected to have a Material Adverse Effect.

                  (f)      Organization Documents, Resolutions, Etc. Receipt by
         the Administrative Agent of the following, each of which shall be
         originals or facsimiles (followed promptly by originals), in form and
         substance reasonably satisfactory to the Administrative Agent and its
         legal counsel:

                           (i)      copies of the Organization Documents of each
                  Loan Party certified to be true and complete as of a recent
                  date by the appropriate Governmental Authority of the state or
                  other jurisdiction of its incorporation or organization, where
                  applicable, and certified by a secretary or assistant
                  secretary of such Loan Party to be true and correct as of the
                  Closing Date;

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

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

                  (g)      Perfection and Priority of Liens. Receipt by the
         Administrative Agent of the following:

                           (i)      searches of Uniform Commercial Code filings
                  in the jurisdiction of formation of each Loan Party, the
                  jurisdiction of the chief executive office of each Loan Party
                  and each state (at the office of the Secretary of State (or
                  equivalent)) identified on Schedule 6.20(b) attached hereto or
                  where a filing would need to be made in order to perfect the
                  Administrative Agent's security interest in the Collateral,
                  copies of the financing statements on file in such
                  jurisdictions and evidence that no Liens exist other than
                  Permitted Liens;

                           (ii)     all certificates evidencing any certificated
                  Capital Stock pledged to the Administrative Agent pursuant to
                  the Pledge Agreement, together with duly executed in blank,
                  undated stock powers attached thereto (unless, with respect to
                  the pledged Capital Stock of any Foreign Subsidiary, such
                  stock powers are deemed unnecessary by the Administrative
                  Agent in its reasonable discretion under the law of the
                  jurisdiction of incorporation of such Person);

                           (iii)    searches of ownership of, and Liens on,
                  intellectual property of each Loan Party in the appropriate
                  governmental offices; and

                           (iv)     duly executed notices of grant of security
                  interest in the form required by the Security Agreement as are
                  necessary, in the Administrative Agent's reasonable

<PAGE>

                  discretion, to perfect the Administrative Agent's security
                  interest in the intellectual property of the Loan Parties.

                  (h)      Subordinated Debt. The Administrative Agent shall
         have received copies, certified by an officer of the Borrower as true
         and complete, of (i) the 2000 Subordinated Indenture (including all
         exhibits and schedules thereto) as originally executed and delivered,
         together with any amendments or modifications to the 2000 Subordinated
         Indenture as of the Closing Date, the 2000 Subordinated Indenture and
         amendments or modifications to be reasonably acceptable to the
         Administrative Agent and (ii) the 2003 Subordinated Indenture
         (including all exhibits and schedules thereto) as originally executed
         and delivered, together with any amendments or modifications to such
         2003 Subordinated Indenture as of the Closing Date, such 2003
         Subordinated Indenture and amendments or modifications to be acceptable
         to the Administrative Agent.

                  (i)      Evidence of Insurance. Receipt by the Administrative
         Agent of copies of insurance policies or certificates of insurance of
         the Loan Parties evidencing liability and casualty insurance meeting
         the requirements set forth in the Loan Documents, including, but not
         limited to, naming the Administrative Agent as additional insured (in
         the case of liability insurance) or loss payee (in the case of hazard
         insurance) on behalf of the Lenders.

                  (j)      Closing Certificate. Receipt by the Administrative
         Agent of a certificate signed by a Responsible Officer of the Borrower
         certifying that the conditions specified in Sections 5.01(d) and (e)
         and Sections 5.02(a), (b) and (c) have been satisfied.

                  (k)      Senior Unsecured Debt Rating. Receipt by the
         Administrative Agent of evidence that the Borrower's senior secured
         non-credit enhanced debt is rated B+ or higher (with at least a stable
         outlook) by S&P and B1 or higher (with at least a stable outlook) from
         Moody's.

                  (l)      Fees. Receipt by the Administrative Agent and the
         Lenders of any fees required to be paid on or before the Closing Date.

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

                  (n)      Other. Receipt by the Administrative Agent and the
         Lenders of such other documents, instruments, agreements and
         information as reasonably requested by the Administrative Agent or any
         Lender, including, but not limited to, information regarding
         litigation, tax, accounting, labor, insurance, pension liabilities
         (actual or contingent), real estate leases, material contracts, debt
         agreements, property ownership, environmental matters, contingent
         liabilities and management of the Borrower and its Subsidiaries.

5.02     Conditions to all Credit Extensions.

         The obligation of each Lender or any Issuer to honor any Request for
Credit Extension is subject to the following conditions precedent:

                  (a)      The representations and warranties of the Borrower
         and each other Loan Party contained in Article VI or any other Loan
         Document, or which are contained in any document

<PAGE>

         furnished at any time under or in connection herewith or therewith,
         shall be true and correct on and as of the date of such Credit
         Extension, except to the extent that such representations and
         warranties specifically refer to an earlier date, in which case they
         shall be true and correct as of such earlier date, and except that for
         purposes of this Section 5.02, the representations and warranties
         contained in subsections (a) and (b) of Section 6.05 shall be deemed to
         refer to the most recent statements furnished pursuant to clauses (a)
         and (b), respectively, of Section 7.01.

                  (b)      No Default or Event of Default shall exist, or would
         result from such proposed Credit Extension.

                  (c)      There shall not have been commenced against the
         Borrower or any Subsidiary an involuntary case under any applicable
         Debtor Relief Law, now or hereafter in effect, or any case, proceeding
         or other action for the appointment of a receiver, liquidator,
         assignee, custodian, trustee, sequestrator (or similar official) of
         such Person or for any substantial part of its Property or for the
         winding up or liquidation of its affairs, and such involuntary case or
         other case, proceeding or other action shall remain undismissed.

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

         Each Request for Credit Extension submitted by the Borrower shall be
deemed to be a representation and warranty that the conditions specified in
Sections 5.02(a), (b) and (c) have been satisfied on and as of the date of the
applicable Credit Extension.

5.03     Conditions to Term Loans.

         In addition to the conditions identified in Section 5.02, the
obligation of the Credit-Linked Lenders to make any Term Loans with proceeds
from the Credit-Linked Deposit Account is subject to the Administrative Agent's
receipt in accordance with the provisions of Section 2.06(a) hereof an
originally executed Loan Notice.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

         The Loan Parties represent and warrant to the Administrative Agent and
the Lenders that:

6.01     Existence, Qualification and Power.

         Each Loan Party (a) is a corporation, partnership or limited liability
company duly organized or formed, validly existing and in good standing under
the Laws of the jurisdiction of its incorporation or organization, (b) has all
requisite power and authority and all requisite governmental licenses,
authorizations, consents and approvals to (i) own its assets and carry on its
business and (ii) execute, deliver and perform its obligations under the Loan
Documents to which it is a party, and (c) is duly qualified and is licensed and
in good standing under the Laws of each jurisdiction where its ownership, lease
or operation of properties or the conduct of its business requires such
qualification or license; except in each case referred to in clause (b)(i) or
(c), to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect.

<PAGE>

6.02     Authorization; No Contravention.

         The execution, delivery and performance by each Loan Party of each Loan
Document to which such Person is party, have been duly authorized by all
necessary corporate or other organizational action, and do not (a) contravene
the terms of any of such Person's Organization Documents; (b) in any material
respect, conflict with or result in any breach or contravention of, or the
creation of any Lien under (i) any material Contractual Obligation to which such
Person is a party or (ii) any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which such Person or its
property is subject; or (c) violate any Law (including, without limitation,
Regulation U or Regulation X issued by the FRB).

6.03     Governmental Authorization; Other Consents.

         No approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority or any other Person in
respect to any material Contractual Obligation is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document other than
(i) those that have already been obtained and are in full force and effect and
(ii) filings to perfect the Liens created by the Collateral Documents.

6.04     Binding Effect.

         This Agreement and each other Loan Document has been duly executed and
delivered by each Loan Party that is party thereto. This Agreement and each
other Loan Document constitutes a legal, valid and binding obligation of each
Loan Party that is party thereto, enforceable against each such Loan Party in
accordance with its terms except as enforceability may be limited by applicable
Debtor Relief Laws and by general equitable principles (whether enforcement is
sought by proceedings in equity or at law).

6.05     Financial Statements; No Material Adverse Effect.

         (a)      The Audited Financial Statements (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the financial
condition of the Borrower and its Subsidiaries as of the date thereof and their
results of operations for the period covered thereby in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; and (iii) show all material indebtedness and other
liabilities, direct or contingent, of the Borrower and its Subsidiaries as of
the date thereof, including liabilities for taxes, commitments and Indebtedness
(to the extent required to be shown in accordance with GAAP).

         (b)      The Interim Financial Statements (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the financial
condition of the Borrower and its Subsidiaries as of the date thereof and their
results of operations for the period covered thereby, subject, in the case of
clauses (i) and (ii), to the absence of footnotes and to normal year-end audit
adjustments; and (iii) show all material indebtedness and other liabilities,
direct or contingent, of the Borrower and its Subsidiaries as of the date
thereof, including liabilities for taxes, material commitments and Indebtedness
(to the extent required to be shown in accordance with GAAP).

         (c)      From the date of the Audited Financial Statements to and
including the Closing Date, there has been no Disposition by the Borrower or any
Subsidiary, or any Involuntary Disposition, of any material part of the business
or Property of the Borrower and its Subsidiaries, taken as a whole, and no
purchase or

<PAGE>

other acquisition by any of them of any business or Property (including any
Capital Stock of any other Person) material in relation to the consolidated
financial condition of the Borrower and its Subsidiaries, taken as a whole, in
each case, which is not reflected in the foregoing financial statements or in
the notes thereto or has not otherwise been disclosed in writing to the Lenders
on or prior to the Closing Date.

         (d)      The financial statements delivered pursuant to Section 7.01(a)
and (b), if any, have been prepared in accordance with GAAP (except as may
otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the
basis disclosed in the footnotes to such financial statements) the consolidated
and, in the case of annual financial statements delivered pursuant to Section
7.01(a), consolidating, financial condition, results of operations and cash
flows of the Borrower and its Subsidiaries as of such date and for such periods.

         (e)      Since the date of the Audited Financial Statements, there has
been no event or circumstance that has had or could reasonably be expected to
have a Material Adverse Effect.

6.06     Litigation.

         There are no actions, suits, proceedings, claims or disputes pending
or, to the knowledge of the Responsible Officers of the Loan Parties after due
and diligent investigation, threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority, by or against the Borrower or
any of its Subsidiaries or against any of their Properties or revenues that (a)
purport to affect or pertain to this Agreement or any other Loan Document, or
any of the transactions contemplated hereby or (b) if determined adversely,
could reasonably be expected to have a Material Adverse Effect.

6.07     No Default.

         (a)      Neither the Borrower nor any Subsidiary is in default under or
with respect to any Contractual Obligation that could reasonably be expected to
have a Material Adverse Effect.

         (b)      No Default has occurred and is continuing.

6.08     Ownership of Property; Liens.

         Each of the Borrower and its Subsidiaries has good record and
marketable title in fee simple to, or valid leasehold interests in, all real
property necessary or used in the ordinary conduct of its business, except for
such defects in title as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. The Property of the Borrower and
its Subsidiaries is subject to no Liens, other than Permitted Liens.

6.09     Environmental Compliance.

         Except as could not reasonably be expected to have a Material Adverse
Effect:

                  (a)      Each of the Facilities and all operations at the
         Facilities are in compliance with all applicable Environmental Laws,
         and there is no violation of any Environmental Law with respect to the
         Facilities or the Businesses, and there are no conditions relating to
         the Facilities or the Businesses that could give rise to liability
         under any applicable Environmental Laws.

                  (b)      None of the Facilities contains, or has previously
         contained, any Hazardous Materials at, on or under the Facilities in
         amounts or concentrations that constitute or constituted a violation
         of, or could give rise to liability under, Environmental Laws.

<PAGE>

                  (c)      Neither the Borrower nor any Subsidiary has received
         any written or verbal notice of, or inquiry from any Governmental
         Authority regarding, any violation, alleged violation, non-compliance,
         liability or potential liability regarding environmental matters or
         compliance with Environmental Laws with regard to any of the Facilities
         or the Businesses, nor does any Responsible Officer of any Loan Party
         have knowledge or reason to believe that any such notice will be
         received or is being threatened.

                  (d)      Hazardous Materials have not been transported or
         disposed of from the Facilities, or generated, treated, stored or
         disposed of at, on or under any of the Facilities or any other
         location, in each case by or on behalf the Borrower or any Subsidiary
         in violation of, or in a manner that would be reasonably likely to give
         rise to liability under, any applicable Environmental Law.

                  (e) No judicial proceeding or governmental or administrative
         action is pending or, to the knowledge of the Responsible Officers of
         the Loan Parties, threatened, under any Environmental Law to which the
         Borrower or any Subsidiary is or will be named as a party, nor are
         there any consent decrees or other decrees, consent orders,
         administrative orders or other orders, or other administrative or
         judicial requirements outstanding under any Environmental Law with
         respect to the Borrower, any Subsidiary, the Facilities or the
         Businesses.

                  (f) There has been no release or, threat of release of
         Hazardous Materials at or from the Facilities, or arising from or
         related to the operations (including, without limitation, disposal) of
         the Borrower or any Subsidiary in connection with the Facilities or
         otherwise in connection with the Businesses, in violation of or in
         amounts or in a manner that could give rise to liability under
         Environmental Laws.

6.10     Insurance.

         The properties of the Borrower and its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the
Borrower, in such amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or the applicable Subsidiary
operates. The insurance coverage of the Loan Parties as in effect on the Closing
Date is outlined as to carrier, policy number, expiration date, type, amount and
deductibles on Schedule 6.10.

6.11     Taxes.

         The Borrower and its Subsidiaries have filed all federal, material
state and other material tax returns and reports required to be filed, and have
paid all material federal, material state and other material taxes, assessments,
fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those which are
being contested in good faith by appropriate proceedings diligently conducted
and for which adequate reserves have been provided in accordance with GAAP.
There is no proposed tax assessment against the Borrower or any Subsidiary that
would, if made, have a Material Adverse Effect.

6.12     ERISA Compliance.

         (a)      Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Internal Revenue Code and other federal or
state Laws. Each Plan that is intended to qualify under Section 401(a) of the
Internal Revenue Code has received a favorable determination letter from the IRS
or an application for such a letter is currently being processed by the IRS with
respect thereto and, to the best knowledge of the Loan Parties, nothing has
occurred which would prevent, or cause the loss of,

<PAGE>

such qualification. Each Loan Party and each ERISA Affiliate have made all
required contributions to each Plan subject to Section 412 of the Internal
Revenue Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Internal Revenue Code has
been made with respect to any Plan.

         (b)      There are no pending or, to the best knowledge of the Loan
Parties, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could be reasonably be expected to have
a Material Adverse Effect. There has been no prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan that has resulted
or could reasonably be expected to result in a Material Adverse Effect.

         (c)      Except as could not be reasonably expected to have a Material
Adverse Effect, (i) no ERISA Event has occurred or is reasonably expected to
occur; (ii) no Pension Plan has any Unfunded Pension Liability; and (iii) no
Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability under Title IV of ERISA with respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA).

         (d)      (i) No Loan Party nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA, would result in such
liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer
Plan; and (ii) no Loan Party nor any ERISA Affiliate has engaged in a
transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

6.13     Subsidiaries.

         Set forth on Schedule 6.13 is a complete and accurate list as of the
Closing Date of each Subsidiary, together with (i) jurisdiction of formation,
(ii) number of shares of each class of Capital Stock outstanding, (iii) number
and percentage of outstanding shares of each class owned (directly or
indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if
exercised, of all outstanding options, warrants, rights of conversion or
purchase and all other similar rights with respect thereto. The outstanding
Capital Stock of each Subsidiary is validly issued, fully paid and
non-assessable.

6.14     Margin Regulations; Investment Company Act; Public Utility Holding
         Company Act.

         (a)      The Borrower is not engaged and will not engage, principally
or as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock.
Following the application of the proceeds of each Borrowing or drawing under
each Letter of Credit, not more than 25% of the value of the assets (either of
the Borrower only or of the Borrower and its Subsidiaries on a consolidated
basis) subject to the provisions of Section 8.01 or Section 8.05 or subject to
any restriction contained in any agreement or instrument between the Borrower
and any Lender or any Affiliate of any Lender relating to Indebtedness and
within the scope of Section 9.01(e) will be margin stock.

         (b)      None of the Borrower, any Person Controlling the Borrower, or
any Subsidiary (i) is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," within the meaning of the Public Utility
Holding Company Act of 1935, or (ii) is or is required to be registered as an
"investment company" under the Investment Company Act of 1940.

<PAGE>

6.15     Disclosure.

         No report, financial statement, certificate or other information
furnished (whether in writing or orally) by or on behalf of any Loan Party to
the Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement or delivered hereunder
(as modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial
information, the Loan Parties represent only that such information was prepared
in good faith based upon assumptions believed to be reasonable at the time.

6.16     Compliance with Laws.

         Each of the Borrower and each Subsidiary is in compliance with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its Properties, except in such instances in which (a)
such requirement of Law or order, writ, injunction or decree is being contested
in good faith by appropriate proceedings diligently conducted or (b) the failure
to comply therewith could not reasonably be expected to have a Material Adverse
Effect.

6.17     Intellectual Property; Licenses, Etc.

         The Borrower and its Subsidiaries own, or possess the legal right to
use, all of the trademarks, service marks, trade names, copyrights, patents,
patent rights, franchises, licenses and other intellectual property rights
(collectively, "IP Rights") that are reasonably necessary for the operation of
their respective businesses. Set forth on Schedule 6.17 is a list of all IP
Rights registered or pending registration with the United States Copyright
Office or the United States Patent and Trademark Office and owned by each Loan
Party as of the Closing Date. Except for such claims and infringements that
could not reasonably be expected to have a Material Adverse Effect, no claim has
been asserted and is pending by any Person challenging or questioning the use of
any IP Rights or the validity or effectiveness of any IP Rights, nor does any
Loan Party know of any such claim, and, to the knowledge of the Responsible
Officers of the Loan Parties, the use of any IP Rights by the Borrower or any
Subsidiary or the granting of a right or a license in respect of any IP Rights
from the Borrower or any Subsidiary does not infringe on the rights of any
Person. As of the Closing Date, none of the IP Rights owned by any of the Loan
Parties is subject to any licensing agreement or similar arrangement except as
set forth on Schedule 6.17.

6.18     Solvency.

         The Loan Parties are Solvent on a consolidated basis.

6.19     Perfection of Security Interests in the Collateral.

         The Collateral Documents create valid security interests in, and Liens
on, the Collateral purported to be covered thereby, which security interests and
Liens will, upon filing of all requisite financing statements and Mortgages, be
perfected security interests and Liens, prior to all other Liens other than
Permitted Liens.

6.20     Business Locations.

         Set forth on Schedule 6.20(a) is a list of all real property located in
the United States that is owned or leased by the Loan Parties as of the Closing
Date. Set forth on Schedule 6.20(b) is a list of all states where any tangible
personal property of any Loan Party is located as of the Closing Date. Set forth
on Schedule 6.20(c) is the chief executive office and tax payer identification
number of each Loan Party as of

<PAGE>

the Closing Date. The exact legal name and state of organization of each Loan
Party is as set forth on the signature pages hereto.

6.21     Brokers' Fees.

         Except pursuant to the Fee Letter, neither the Borrower nor any
Subsidiary has any obligation to any Person in respect of any finder's,
broker's, investment banking or other similar fee in connection with any of the
transactions contemplated under the Loan Documents.

6.22     Labor Matters.

         There are no labor strikes, lock-outs, slow downs, work stoppages or
similar events pending or, to the knowledge of the Responsible Officers of the
Loan Parties, threatened against the Borrower or any of its Subsidiaries that
could reasonably be expected to have a Material Adverse Effect and neither the
Borrower nor any Subsidiary has suffered any strikes, walkouts, work stoppages
or other material labor difficulty within the last five years.

6.23     Subordination.

         The subordination provisions contained in the 2000 Subordinated
Documents are enforceable against the Borrower, the Guarantors and the holders
of the 2000 Subordinated Documents, and all Obligations hereunder and under the
other Loan Documents are within the definitions of "Senior Debt" and "Designated
Senior Debt" included in such subordination provisions. The subordination
provisions contained in the 2003 Convertible Subordinated Debentures Documents
are enforceable against the Borrower, the Guarantors and the holders of the 2003
Convertible Subordinated Debentures, and all Obligations hereunder and under the
other Loan Documents are within the definitions of "Senior Indebtedness" and
"Designated Senior Indebtedness" included in such subordination provisions.

6.24     Tax Shelter Regulations.

         The Borrower does not intend to treat the Loans, Letters of Credit
and/or the Credit-Linked Letters of Credit and related transactions as being a
"reportable transaction" (within the meaning of Treasury Regulation Section
1.6011-4). In the event the Borrower determines to take any action inconsistent
with such intention, it will promptly notify the Administrative Agent thereof.
If the Borrower so notifies the Administrative Agent, the Loan Parties
acknowledge that one or more of the Lenders may treat its Loans, the Letters of
Credit and/or Credit-Linked Letters of Credit as part of a transaction that is
subject to Treasury Regulation Section 301.6112-1, and such Lender or Lenders,
as applicable, will maintain the lists and other records required by such
Treasury Regulation.

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, any Letter of
Credit or Credit-Linked Letter of Credit shall remain outstanding or any Lender
shall have any Credit-Linked Deposit, the Loan Parties shall and shall cause
each Subsidiary to:

<PAGE>

7.01     Financial Statements.

         Deliver to the Administrative Agent (who will make available to the
Lenders), in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

                  (a)      as soon as available, but in any event within 120
         days after the end of each fiscal year of the Borrower, a consolidated
         balance sheet of the Borrower and its Subsidiaries as at the end of
         such fiscal year, and the related consolidated statements of income or
         operations, shareholders' equity and cash flows for such fiscal year,
         setting forth in each case in comparative form the figures for the
         previous fiscal year, all in reasonable detail and prepared in
         accordance with GAAP, audited and accompanied by a report and opinion
         of an independent certified public accountant of nationally recognized
         standing reasonably acceptable to the Required Lenders, which report
         and opinion shall be prepared in accordance with generally accepted
         auditing standards and shall not be subject to any "going concern" or
         like qualification or exception or any qualification or exception as to
         the scope of such audit; and

                  (b)      as soon as available, but in any event within fifty
         days after the end of each of the first three fiscal quarters of each
         fiscal year of the Borrower, a consolidated balance sheet of the
         Borrower and its Subsidiaries as at the end of such fiscal quarter, and
         the related consolidated statements of income or operations and cash
         flows for such fiscal quarter and for the portion of the Borrower's
         fiscal year then ended, setting forth in each case in comparative form
         the figures for the corresponding fiscal quarter of the previous fiscal
         year and the corresponding portion of the previous fiscal year, all in
         reasonable detail and certified by a Responsible Officer of the
         Borrower as fairly presenting the financial condition, results of
         operations and cash flows of the Borrower and its Subsidiaries in
         accordance with GAAP, subject only to normal year-end audit adjustments
         and the absence of footnotes.

         As to any information contained in materials furnished pursuant to
         Section 7.02(d), the Borrower shall not be separately required to
         furnish such information under clause (a) or (b) above, but the
         foregoing shall not be in derogation of the obligation of the Borrower
         to furnish the information and materials described in subsections (a)
         and (b) above at the times specified therein.

7.02     Certificates; Other Information.

         Deliver to the Administrative Agent (who will make available to the
Lenders), in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

                  (a)      concurrently with the delivery of the financial
         statements referred to in Sections 7.01(a) and (b), a duly completed
         Compliance Certificate signed by a Responsible Officer of the Borrower;

                  (b)      concurrently with the delivery of the financial
         statements referred to in Sections 7.01(a) and (b), any budget of the
         Borrower and its Subsidiaries which has been approved by the board of
         directors of the Borrower;

                  (c)      concurrently with the delivery of the financial
         statements referred to in Sections 7.01(a), a certificate of a
         Responsible Officer of the Borrower containing information regarding
         the amount of all Dispositions, Involuntary Dispositions, Debt
         Issuances, Equity Issuances and Acquisitions, in any one instance
         exceeding $1,000,000, that occurred during the period covered by such
         financial statements.

<PAGE>

                  (d)      promptly after any request by the Administrative
         Agent or any Lender, copies of any detailed audit reports, management
         letters or recommendations submitted to the board of directors (or the
         audit committee of the board of directors) of the Borrower by
         independent accountants in connection with the accounts or books of the
         Borrower or any Subsidiary, or any audit of any of them;

                  (e)      promptly after the same are available, (i) copies of
         each annual report, proxy or financial statement or other report or
         communication sent to the stockholders of the Borrower, and copies of
         all annual, regular, periodic and special reports and registration
         statements which the Borrower may file or be required to file with the
         SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or
         to a holder of any Indebtedness owed by the Borrower or any Subsidiary
         in its capacity as such a holder and not otherwise required to be
         delivered to the Administrative Agent pursuant hereto and (ii) upon the
         request of the Administrative Agent, all reports and written
         information to and from the United States Environmental Protection
         Agency, or any state or local agency responsible for environmental
         matters, the United States Occupational Health and Safety
         Administration, or any state or local agency responsible for health and
         safety matters, or any successor agencies or authorities concerning
         environmental, health or safety matters;

                  (f)      promptly, such additional information regarding the
         business, financial or corporate affairs of the Borrower or any
         Subsidiary, or compliance with the terms of the Loan Documents, as the
         Administrative Agent or any Lender may from time to time reasonably
         request; and

                  (g)      concurrently with the delivery of the financial
         statements referred to in Section 7.01(a), (i) a certificate of a
         Responsible Officer of the Borrower listing (A) all registration
         numbers for all patents, trademarks, service marks, trade names and
         copyrights awarded to any Loan Party since the last day of the
         immediately preceding fiscal period and (B) all patent applications,
         trademark applications, service mark applications, trade names and
         copyrights awarded to any Loan Party since the last day of the
         immediately preceding fiscal period and the status of such application,
         and (ii) attaching the insurance binder or other evidence of insurance
         for any insurance coverage of the Borrower or any Subsidiary that was
         renewed, replaced or modified during the period covered by such
         financial statements and

                  (h)      promptly after the Borrower has notified the
         Administrative Agent of any intention by the Borrower to treat the
         Loans, Letters of Credit and/or Credit-Linked Letters of Credit and
         related transactions as being a "reportable transaction" (within the
         meaning of Treasury Regulation Section 1.6011-4), a duly completed copy
         of IRS Form 8886 or any successor form.

         Documents required to be delivered pursuant to Section 7.01(a) or (b)
or Section 7.02(e) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on the Borrower's
website on the Internet at the website address listed on Schedule 11.02; or (ii)
on which such documents are posted on the Borrower's behalf on
IntraLinks/IntraAgency or another relevant website, if any, to which each Lender
and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent); provided that: (i)
the Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender that requests the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (ii) the Borrower shall notify (which
may be by facsimile or electronic mail) the

<PAGE>

Administrative Agent and each Lender of the posting of any such documents and
provide to the Administrative Agent by electronic mail electronic versions
(i.e., soft copies) of such documents. Notwithstanding anything contained
herein, in every instance the Borrower shall be required to provide paper copies
of the Compliance Certificates required by Section 7.02(a) to the Administrative
Agent and each of the Lenders. Except for such Compliance Certificates, the
Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Borrower with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.

7.03     Notices.

         (a)      Promptly notify the Administrative Agent and each Lender of
the occurrence of any Default.

         (b)      Promptly notify the Administrative Agent and each Lender of
any matter that has resulted or could reasonably be expected to result in a
Material Adverse Effect, including (i) breach or non-performance of, or any
default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii)
any dispute, litigation, investigation, proceeding or suspension between the
Borrower or any Subsidiary and any Governmental Authority; or (iii) the
commencement of, or any material development in, any litigation or proceeding
affecting the Borrower or any Subsidiary, including pursuant to any applicable
Environmental Laws.

         (c)      Promptly notify the Administrative Agent and each Lender of
the occurrence of any ERISA Event.

         (d)      Promptly notify the Administrative Agent and each Lender of
any material change in accounting policies or financial reporting practices by
the Borrower or any Subsidiary.

         Each notice pursuant to this Section 7.03(a) through (d) shall be
accompanied by a statement of a Responsible Officer of the Borrower setting
forth details of the occurrence referred to therein and stating what action the
Borrower has taken and proposes to take with respect thereto. Each notice
pursuant to Section 7.03(a) shall describe with particularity any and all
provisions of this Agreement and any other Loan Document that have been breached
by any Loan Party.

7.04     Payment of Obligations.

         Pay and discharge as the same shall become due and payable, all its
material obligations and liabilities, including (a) all material tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Borrower or such Subsidiary; (b) all
material lawful claims which, if unpaid, would by law become a Lien upon its
Property; and (c) all material Indebtedness, as and when due and payable, but
subject to any subordination provisions contained in any instrument or agreement
evidencing such Indebtedness.

7.05     Preservation of Existence, Etc.

         (a)      (i) Preserve, renew and maintain in full force and effect its
legal existence under the Laws of the jurisdiction of its organization except in
a transaction permitted by Section 8.04 or 8.05 and (ii) preserve, renew and
maintain in full force and effect its good standing under the Laws of the
jurisdiction

<PAGE>

of its organization except in a transaction permitted by Section 8.04 or 8.05 or
except to the extent that the failure to do so could not reasonably be expected
to have a Material Adverse Effect.

         (b)      Take all reasonable action to maintain all rights, privileges,
permits, licenses and franchises necessary or desirable in the normal conduct of
its business, except to the extent that the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

         (c)      Preserve or renew all of its material registered patents,
trademarks, trade names and service marks, the non-preservation of which could
reasonably be expected to have a Material Adverse Effect.

7.06     Maintenance of Properties.

         (a)      Maintain, preserve and protect all of its material Properties
and equipment necessary in the operation of its business in good working order
and condition, ordinary wear and tear excepted.

         (b)      Make all necessary repairs thereto and renewals and
replacements thereof, except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

         (c)      Use the standard of care typical in the industry in the
operation and maintenance of its facilities.

7.07     Maintenance of Insurance.

         Maintain in full force and effect insurance (including worker's
compensation insurance, liability insurance, casualty insurance and business
interruption insurance) with financially sound and reputable insurance companies
not Affiliates of the Borrower, in such amounts, with such deductibles and
covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Borrower or the
applicable Subsidiary operates. The Administrative Agent shall be named as loss
payee or mortgagee, as its interest may appear, and/or additional insured with
respect to any such insurance providing coverage in respect of any Collateral,
and each provider of any such insurance shall agree, by endorsement upon the
policy or policies issued by it or by independent instruments furnished to the
Administrative Agent, that it will give the Administrative Agent thirty (30)
days prior written notice before any such policy or policies shall be altered or
canceled.

7.08     Compliance with Laws.

         Comply with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its business or Property, except
in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted; or (b) the failure to comply therewith could not
reasonably be expected to have a Material Adverse Effect.

7.09     Books and Records.

         (a)      Maintain, in all material respects, proper books of record and
account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Borrower or such Subsidiary, as the
case may be.

<PAGE>

         (b)      Maintain such books of record and account in material
conformity with all applicable requirements of any Governmental Authority having
regulatory jurisdiction over the Borrower or such Subsidiary, as the case may
be.

7.10     Inspection Rights.

         Permit representatives and independent contractors of the
Administrative Agent and each Lender to visit and inspect any of its Properties,
to examine its corporate, financial and operating records, and make copies
thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants, all
at the expense of the Administrative Agent or such Lender, as the case may be,
and at such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to the Borrower; provided,
however, that when an Event of Default exists the Administrative Agent or any
Lender (or any of their respective representatives or independent contractors)
may do any of the foregoing at the expense of the Borrower at any time during
normal business hours and without advance notice.

7.11     Use of Proceeds.

         Use the proceeds of the Credit Extensions to finance working capital,
capital expenditures and other lawful corporate purposes, provided that in no
event shall the proceeds of the Credit Extensions be used in contravention of
any Law or of any Loan Document.

7.12     Additional Subsidiaries.

         Within forty-five (45) days after the acquisition or formation of any
Subsidiary:

                  (a)      notify the Administrative Agent thereof in writing,
         together with (i) jurisdiction of formation, (ii) number of shares of
         each class of Capital Stock outstanding, (iii) number and percentage of
         outstanding shares of each class owned (directly or indirectly) by the
         Borrower or any Subsidiary and (iv) number and effect, if exercised, of
         all outstanding options, warrants, rights of conversion or purchase and
         all other similar rights with respect thereto; and

                  (b)      if such Subsidiary is a Domestic Subsidiary, cause
         such Person to (i) become a Guarantor by executing and delivering to
         the Administrative Agent a Joinder Agreement or such other documents as
         the Administrative Agent shall reasonably deem appropriate for such
         purpose, and (ii) deliver to the Administrative Agent (x) documents of
         the types referred to in Sections 5.01(f) and (g) and Section 7.15(a)
         and (b) and (y) 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 in clause (a)) such
         that the Administrative Agent shall at all times have received one
         satisfactory legal opinion for those Loan Parties (I) that own at least
         95% of all assets of the Borrower and its Subsidiaries on a
         consolidated basis and/or (II) that account for at least 95% of
         revenues of the Borrower and its Subsidiaries on a consolidated basis
         as of the four fiscal quarter period most recently ended, all in form,
         content and scope reasonably satisfactory to the Administrative Agent.

7.13     ERISA Compliance.

         Do, and cause each of its ERISA Affiliates to do, each of the
following: (a) maintain each Plan in compliance in all material respects with
the applicable provisions of ERISA, the Internal Revenue Code and other federal
or state law; (b) cause each Plan that is qualified under Section 401(a) of the
Internal

<PAGE>

Revenue Code to maintain such qualification; and (c) make all required
contributions to any Plan subject to Section 412 of the Internal Revenue Code.

7.14     Pledged Assets.

         Each Loan Party will (i) cause all of its owned and leased real and
personal Property other than Excluded Property to be subject at all times to
first priority, perfected and, in the case of real Property (whether leased or
owned), title insured Liens in favor of the Administrative Agent to secure the
Obligations pursuant to the terms and conditions of the Collateral Documents or,
with respect to any such Property acquired subsequent to the Closing Date, such
other additional security documents as the Administrative Agent shall reasonably
request, subject in any case to Permitted Liens and (ii) deliver such other
documentation as the Administrative Agent may reasonably request in connection
with the foregoing, including, without limitation, appropriate UCC-1 financing
statements, real estate title insurance policies, surveys, certified resolutions
and other organizational and authorizing documents of such Person, favorable
opinions of counsel to such Person (which shall cover, among other things, the
legality, validity, binding effect and enforceability of the documentation
referred to above and the perfection of the Administrative Agent's Liens
thereunder) such that the Administrative Agent shall at all times have received
one satisfactory legal opinion for those Loan Parties (x) that own at least 95%
of all assets of the Borrower and its Subsidiaries on a consolidated basis
and/or (y) that account for at least 95% of revenues of the Borrower and its
Subsidiaries on a consolidated basis as of the four fiscal quarter period most
recently ended and other items of the types required to be delivered pursuant to
Section 5.01(g) and Section 7.15(a) and (b), all in form, content and scope
reasonably satisfactory to the Administrative Agent. Without limiting the
generality of the above, the Loan Parties will cause (a) 100% of the issued and
outstanding Capital Stock of each Domestic Subsidiary and (b) 65% (or such
greater percentage that, due to a change in an applicable Law after the date
hereof, (1) could not reasonably be expected to cause the undistributed earnings
of such Foreign Subsidiary as determined for United States federal income tax
purposes to be treated as a deemed dividend to such Foreign Subsidiary's United
States parent and (2) could not reasonably be expected to cause any material
adverse tax consequences) of the issued and outstanding Capital Stock entitled
to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of
the issued and outstanding Capital Stock not entitled to vote (within the
meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary
directly owned by the Borrower or any Domestic Subsidiary to be subject at all
times to a first priority, perfected Lien in favor of the Administrative Agent
pursuant to the terms and conditions of the Collateral Documents or such other
security documents as the Administrative Agent shall reasonably request.

7.15     Post-Closing Deliverables.

         (a)      Real Property. On or before January 16, 2004, the
Administrative Agent shall have received the following, in form and substance
reasonably satisfactory to the Administrative Agent:

                  (i)      fully executed and notarized Mortgages encumbering
         the fee interest and/or leasehold interest of any Loan Party in each of
         the real properties designated as a Mortgaged Property on Schedule
         6.20(a);

                  (ii)     ALTA mortgagee title insurance policies issued by a
         title insurance company reasonably acceptable to the Administrative
         Agent with respect to each Mortgaged Property, assuring the
         Administrative Agent that each of the Mortgages creates a valid and
         enforceable first priority mortgage lien on the applicable Mortgaged
         Property, free and clear of all defects and encumbrances except
         Permitted Liens, which title insurance policies shall otherwise be in
         form and substance reasonably satisfactory to the Administrative Agent
         and shall include such endorsements as are reasonably requested by the
         Administrative Agent;

<PAGE>

                  (iii)    evidence as to (A) whether any Mortgaged Property is
         in an area designated by the Federal Emergency Management Agency as
         having special flood or mud slide hazards (a "Flood Hazard Property")
         and (B) if any material Mortgaged Property is a Flood Hazard Property,
         (I) whether the community in which such Mortgaged Property is located
         is participating in the National Flood Insurance Program, (II) the
         applicable Loan Party's written acknowledgment of receipt of written
         notification from the Administrative Agent (x) as to the fact that such
         Mortgaged Property is a Flood Hazard Property and (y) as to whether the
         community in which each such Flood Hazard Property is located is
         participating in the National Flood Insurance Program and (III) copies
         of insurance policies or certificates of insurance of the Borrower and
         its Subsidiaries evidencing flood insurance satisfactory to the
         Administrative Agent and naming the Administrative Agent as sole loss
         payee on behalf of the Lenders; and

                  (iv)     (A) with respect to each Mortgaged Property having a
         fair market value in excess of $1,000,000, a legal opinion of local
         counsel reasonably satisfactory to the Administrative Agent and (B)
         with respect to each Mortgage legal opinions of general counsel and
         outside legal counsel reasonably satisfactory to the Administrative
         Agent.

         (b)      Stock of Foreign Subsidiaries. Within sixty (60) days of the
Closing Date, the applicable Loan Parties shall (i) pledge to the Administrative
Agent the Capital Stock of each Foreign Subsidiary existing on the Closing Date
required to be pledged to the Administrative Agent pursuant to Section 7.14,
together with stock certificates and undated stock powers executed in blank and
(ii) with respect to the Capital Stock pledged to the Administrative Agent
pursuant to subclause (b)(i) above, deliver to the Administrative Agent opinions
of counsel reasonably satisfactory to the Administrative Agent regarding, among
other things, the attachment and perfection of the Administrative Agent's
security interest in such Capital Stock.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, any Letter of
Credit or Credit-Linked Letter of Credit shall remain outstanding or any Lender
shall have any Credit-Linked Deposit, no Loan Party shall, nor shall it permit
any Subsidiary to, directly or indirectly:

8.01     Liens.

         Create, incur, assume or suffer to exist any Lien upon any of its
property, assets or revenues, whether now owned or hereafter acquired, other
than the following:

                  (a)      Liens pursuant to any Loan Document;

                  (b)      Liens existing on the date hereof and listed on
         Schedule 8.01 and any renewals or extensions thereof, provided that the
         Property covered thereby is not increased and any renewal or extension
         of the obligations secured or benefited thereby is permitted by Section
         8.03(b);

                  (c)      Liens (other than Liens imposed under ERISA) for
         taxes, assessments or governmental charges or levies not yet due or
         which are being contested in good faith and by appropriate proceedings
         diligently conducted, if adequate reserves with respect thereto are
         maintained on the books of the applicable Person in accordance with
         GAAP;

<PAGE>

                  (d)      statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, materialmen and suppliers and other Liens
         imposed by law or pursuant to customary reservations or retentions of
         title arising in the ordinary course of business, provided that such
         Liens secure only amounts not yet due and payable or, if due and
         payable, are unfiled and no other action has been taken to enforce the
         same or are being contested in good faith by appropriate proceedings
         for which adequate reserves determined in accordance with GAAP have
         been established;

                  (e)      pledges or deposits in the ordinary course of
         business in connection with any insurance and other social security
         legislation, other than any Lien imposed by ERISA;

                  (f)      deposits to secure the performance of bids, trade
         contracts and leases (other than Indebtedness), statutory obligations,
         surety bonds (other than bonds related to judgments or litigation),
         performance bonds and other obligations of a like nature incurred in
         the ordinary course of business;

                  (g)      easements, rights-of-way, restrictions and other
         similar encumbrances affecting real property which, in the aggregate,
         are not substantial in amount, and which do not in any case materially
         detract from the value of the property subject thereto or materially
         interfere with the ordinary conduct of the business of the applicable
         Person;

                  (h)      Liens securing judgments for the payment of money (or
         appeal or other surety bonds relating to such judgments) not in excess
         of the Threshold Amount (except to the extent covered by independent
         third-party insurance as to which the insurer has acknowledged in
         writing its obligation to cover), unless any such judgment remains
         undischarged for a period of more than thirty (30) consecutive days
         during which execution is not effectively stayed;

                  (i)      Liens securing Indebtedness permitted under Section
         8.03(f); provided that (i) such Liens do not at any time encumber any
         Property other than the Property financed by such Indebtedness, (ii)
         the Indebtedness secured thereby does not exceed the cost or fair
         market value, whichever is lower, of the Property being acquired on the
         date of acquisition and (iii) such Liens attach to such Property
         concurrently with or within 120 days after the acquisition thereof;

                  (j)      leases or subleases granted to others not interfering
         in any material respect with the business of the Borrower or any of its
         Subsidiaries;

                  (k)      any interest of title of a lessor under, and Liens
         arising from UCC financing statements (or equivalent filings,
         registrations or agreements in foreign jurisdictions) relating to,
         leases or short term rentals permitted by this Agreement;

                  (l)      Liens deemed to exist in connection with Investments
         in repurchase agreements permitted under Section 8.02;

                  (m)      normal and customary rights of setoff upon deposits
         of cash in favor of banks or other depository institutions;

                  (n)      Liens of a collection bank arising under Section
         4-210 of the Uniform Commercial Code on items in the course of
         collection;

                  (o)      Liens securing Indebtedness permitted under Section
         8.03(h); provided that such Liens shall be limited to specific Property
         and shall not be a blanket Lien; and

<PAGE>

                  (p)      Liens of sellers of goods to the Borrower and any of
         its Subsidiaries arising under Article 2 of the Uniform Commercial Code
         or similar provisions of applicable law in the ordinary course of
         business, covering only the goods sold and securing only the unpaid
         purchase price for such goods and related expenses.

8.02     Investments.

         Make any Investments, except:

                  (a)      Investments held by the Borrower or such Subsidiary
         in the form of cash or Cash Equivalents;

                  (b)      Investments existing as of the Closing Date and set
         forth in Schedule 8.02;

                  (c)      Investments in any Person that is a Loan Party prior
         to giving effect to such Investment;

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

                  (e)      Guarantees permitted by Section 8.03;

                  (f)      Permitted Acquisitions;

                  (g)      to the extent permitted by, and in compliance with,
         applicable law, loans to employees of the Borrower or any of its
         Subsidiaries, provided that all such loans shall not exceed $2,000,000
         in the aggregate at any one time;

                  (h)      Investments in Lightwave L.L.C., an Alabama limited
         liability company (or any of its successors or assigns), provided that
         all such Investments (whether by cash or contribution of assets, but
         excluding the reinvestment of its retained earnings) after December 31,
         1999 may not exceed $5,000,000 in the aggregate;

                  (i)      deposits made in the ordinary course of business
         consistent with past practices to secure the performance of leases;

                  (j)      Investments in Foreign Subsidiaries in an amount not
         to exceed $25,000,000 in the aggregate at any time outstanding; and

                  (k)      any other Investments in an amount not to exceed
         $10,000,000 in the aggregate at any time outstanding.

8.03     Indebtedness.

         Create, incur, assume or suffer to exist any Indebtedness, except:

                  (a)      Indebtedness under the Loan Documents;

<PAGE>

                  (b)      Indebtedness of the Borrower and its Subsidiaries set
         forth in Schedule 8.03 (and renewals, refinancings and extensions
         thereof on terms and conditions not materially less favorable to the
         applicable debtor(s));

                  (c)      intercompany Indebtedness permitted under Section
         8.02;

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

                  (e)      obligations of the Borrower under surety bonds
         provided in the ordinary course of business;

                  (f)      purchase money Indebtedness (including obligations in
         respect of Capital Leases or Synthetic Leases) hereafter incurred by
         the Borrower or any of its Subsidiaries to finance the purchase of
         fixed assets, and renewals, refinancings and extensions thereof,
         provided that (i) the total of all such Indebtedness for all such
         Persons taken together shall not exceed an aggregate principal amount
         of $25,000,000 at any one time outstanding; (ii) such Indebtedness when
         incurred shall not exceed the purchase price of the asset(s) financed;
         and (iii) no such Indebtedness shall be refinanced for a principal
         amount in excess of the principal balance outstanding thereon at the
         time of such refinancing;

                  (g)      other unsecured Indebtedness in an aggregate
         principal amount not to exceed $10,000,000 at any one time outstanding;

                  (h)      secured Indebtedness in an aggregate principal amount
         not to exceed $5,000,000 at any one time outstanding;

                  (i)      unsecured Indebtedness to a seller incurred in
         connection with a Permitted Acquisition, provided that (i) such
         Indebtedness is expressly subordinated in right of payment to the prior
         payment of the Obligations under this Agreement and the other Loan
         Documents on terms and conditions reasonably satisfactory to the
         Administrative Agent, (ii) such Indebtedness contains covenants no more
         restrictive than the covenants contained in this Agreement and the
         other Loan Documents and contains standstill provisions reasonably
         acceptable to the Administrative Agent and (iii) no payments may be
         made on such Indebtedness if a Default or Event of Default shall have
         occurred and be continuing or would occur as a result of any such
         payment;

                  (j)      unsecured Indebtedness of the Borrower under the 2000
         Subordinated Documents in an aggregate principal amount of up to
         $172,500,000;

                  (k)      unsecured Indebtedness of the Borrower under the 2003
         Convertible Subordinated Debentures in an aggregate principal amount of
         up to $270,000,000;

<PAGE>

                  (l)      Guarantees with respect to Indebtedness permitted
         under clauses (a) through (i) of this Section 8.03; and

                  (m)      Guarantees (which Guarantees shall be similarly
         subordinated) with respect to Indebtedness permitted under clauses (j)
         and (k) of this Section 8.03.

8.04     Fundamental Changes.

         Merge, dissolve, liquidate, consolidate with or into another Person, or
Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or
in favor of any Person; provided that, notwithstanding the foregoing provisions
of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the
Borrower may merge or consolidate with any of its Subsidiaries provided that the
Borrower shall be the continuing or surviving corporation, (b) any Loan Party
other than the Borrower may merge or consolidate with any other Loan Party other
than the Borrower, (c) any Foreign Subsidiary may be merged or consolidated with
or into any Loan Party provided that such Loan Party shall be the continuing or
surviving corporation, (d) any Foreign Subsidiary may be merged or consolidated
with or into any other Foreign Subsidiary and (e) any Subsidiary of the Borrower
may merge with any Person that is not a Loan Party in connection with a
Permitted Acquisition provided that, if such Permitted Acquisition involves the
Borrower, the Borrower shall be the continuing or surviving corporation.

8.05     Dispositions.

         Make any Disposition unless (a) the consideration paid in connection
therewith shall be cash or Cash Equivalents paid contemporaneously with
consummation of the transaction and shall be in an amount not less than the fair
market value of the Property disposed of, (b) if such transaction is a Sale and
Leaseback Transaction, such transaction is not prohibited by the terms of
Section 8.15, (c) such transaction does not involve the sale or other
disposition of a minority equity interest in any Subsidiary, (d) such
transaction does not involve a sale or other disposition of receivables other
than receivables owned by or attributable to other Property concurrently being
disposed of in a transaction otherwise permitted under this Section 8.05, and
(e) the aggregate net book value of all of the assets sold or otherwise disposed
of by the Borrower and its Subsidiaries in all such transactions in any fiscal
year of the Borrower shall not exceed $10,000,000.

         Upon a disposition of assets permitted by this Agreement, the
Administrative Agent shall promptly deliver to the Borrower, upon the Borrower's
request and at the Borrower's expense, such documentation as is reasonably
necessary to evidence the Administrative Agent's release of security interest in
such assets.

8.06     Restricted Payments.

         Declare or make, directly or indirectly, any Restricted Payment, or
incur any obligation (contingent or otherwise) to do so, except that:

                  (a)      each Subsidiary may make Restricted Payments
         (directly or indirectly) to any Loan Party;

                  (b)      the Borrower and each Subsidiary may declare and make
         dividend payments or other distributions payable solely in the Capital
         Stock of such Person; and

                  (c)      subsequent to December 31, 2004, the Borrower may
         make dividends and purchase, redeem, acquire or retire shares of its
         Capital Stock of any class or any warrants or

<PAGE>

         options to purchase any such shares of its Capital Stock in an
         aggregate amount not to exceed in any fiscal year an amount equal to
         twenty five percent (25%) of the sum of (i) Consolidated Net Income for
         the immediately prior fiscal year plus (ii) the amount of Non-Cash
         Charges for the immediately prior fiscal year (to the extent such
         Non-Cash Charges reduced Consolidated Net Income for such fiscal year);
         provided that no Default or Event of Default exists immediately prior
         to and after giving effect to any such purchase, redemption,
         acquisition or retirement.

8.07     Change in Nature of Business.

         Engage in any material line of business substantially different from
those lines of business conducted by the Borrower and its Subsidiaries on the
Closing Date or any business substantially related or incidental thereto (or any
reasonable extensions or expansions thereof).

8.08     Transactions with Affiliates and Insiders.

         Except as set forth on Schedule 8.08, enter into or permit to exist any
transaction or series of transactions with any officer, director or Affiliate of
such Person other than (a) advances of working capital to any Loan Party, (b)
transfers of cash and assets to any Loan Party, (c) intercompany transactions
expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or
Section 8.06, (d) normal and reasonable compensation and reimbursement of
expenses of officers and directors and (e) except as otherwise specifically
limited in this Agreement, other transactions which are entered into in the
ordinary course of such Person's business on terms and conditions substantially
as favorable to such Person as would be obtainable by it in a comparable
arms-length transaction with a Person other than an officer, director or
Affiliate.

8.09     Burdensome Agreements.

         (a)      Enter into, or permit to exist, any Contractual Obligation
that encumbers or restricts on the ability of any such Person to (i) pay
dividends or make any other distributions to any Loan Party on its Capital Stock
or with respect to any other interest or participation in, or measured by, its
profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party,
(iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any
of its Property to any Loan Party (other than customary consent requirements in
Contractual Obligations entered into in the ordinary course of business), (v)
pledge its Property pursuant to the Loan Documents or any renewals,
refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan
Party pursuant to the Loan Documents or any renewals, refinancings, exchanges,
refundings or extension thereof, except (in respect of any of the matters
referred to in clauses (i)-(v) above) for (1) this Agreement and the other Loan
Documents, (2) the 2000 Subordinated Documents, (3) the 2003 Convertible
Subordinated Debenture Documents, (4) any document or instrument governing
Indebtedness incurred pursuant to Section 8.03(f), provided that any such
restriction contained therein relates only to the asset or assets constructed or
acquired in connection therewith, (5) any Permitted Lien or any document or
instrument governing any Permitted Lien, provided that any such restriction
contained therein relates only to the asset or assets subject to such Permitted
Lien or (6) customary restrictions and conditions contained in any agreement
relating to the sale of any Property permitted under Section 8.05 or the
definition of "Disposition" pending the consummation of such sale.

         (b)      Enter into, or permit to exist, any Contractual Obligation
that prohibits or otherwise restricts the existence of any Lien upon any of its
Property in favor of the Administrative Agent (for the benefit of the Lenders)
for the purpose of securing the Obligations, whether now owned or hereafter
acquired, or requiring the grant of any security for any obligation if such
Property is given as security for the Obligations, except (i) any document or
instrument governing Indebtedness incurred pursuant to Section 8.03(f), provided
that any such restriction contained therein relates only to the asset or assets
constructed

<PAGE>

or acquired in connection therewith, (ii) in connection with any Permitted Lien
or any document or instrument governing any Permitted Lien, provided that any
such restriction contained therein relates only to the asset or assets subject
to such Permitted Lien and (iii) pursuant to customary restrictions and
conditions contained in any agreement relating to the sale of any Property
permitted under Section 8.05 or the definition of "Disposition", pending the
consummation of such sale.

8.10     Use of Proceeds.

         Use the proceeds of any Credit Extension, whether directly or
indirectly, and whether immediately, incidentally or ultimately, to purchase or
carry margin stock (within the meaning of Regulation U of the FRB) or to extend
credit to others for the purpose of purchasing or carrying margin stock or to
refund indebtedness originally incurred for such purpose.

8.11     Financial Covenants.

         (a)      Consolidated Net Worth. Permit Consolidated Net Worth at any
time to be less than the sum of (i) $570 million plus (ii) for each fiscal
quarter of the Borrower, commencing with the fiscal quarter ending December 31,
2003, an amount equal to 50% of Consolidated Net Income (to the extent positive)
for such fiscal quarter plus (iii) without duplication, 100% of all Equity
Issuances after the Closing Date minus (iv) the Permitted Charges which are
applicable to such period minus (v) without duplication, all Non-Cash Charges
which are applicable to such period.

         (b)      Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio as of the end of any fiscal quarter of the Borrower to be greater than (i)
for any fiscal quarter ending during the period from the Closing Date to and
including June 30, 2004, 5.0:1.0, (ii) for any fiscal quarter ending during the
period from July 1, 2004 to and including December 31, 2004, 4.5:1.0 and (iii)
for any fiscal quarter ending after December 31, 2004, 3.5:1.0.

         (c)      Consolidated Senior Leverage Ratio. Permit the Consolidated
Senior Leverage Ratio as of the end of any fiscal quarter of the Borrower to be
greater than 2.0:1.0.

         (d)      Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower to
be less than (i) for any fiscal quarter ending during the period from the
Closing Date to and including June 30, 2004, 1.5 to 1.0, (ii) for any fiscal
quarter ending during the period from July 1, 2004 to and including September
30, 2004, 1.75:1.0, (iii) for any fiscal quarter ending during the period from
October 1, 2004 to and including December 31, 2004, 2.0:1.0 and (iv) for any
fiscal quarter after December 31, 2004, 2.25:1.0.

         (e)      Consolidated Asset Coverage Ratio. Permit the Consolidated
Asset Coverage Ratio as of the end of any fiscal quarter of the Borrower to be
less than 2.5:1.0.

8.12     Prepayment of Other Indebtedness, Etc.

         (a)      Amend or modify any of the terms of any Indebtedness
(including without limitation the 2000 Subordinated Documents and the 2003
Convertible Subordinated Debenture Documents) of the Borrower or any Subsidiary
(other than Indebtedness arising under the Loan Documents) if such amendment or
modification would add or change any terms in a manner materially adverse to the
Lenders, the Borrower or any Subsidiary, including but not limited to shortening
the final maturity or average life to maturity, requiring any payment to be made
sooner than originally scheduled or increasing the interest rate applicable
thereto.

<PAGE>

         (b)      Make (or give any notice with respect thereto) any voluntary
or optional payment, prepayment, redemption or acquisition for value of
(including without limitation, by way of depositing money or securities with the
trustee with respect thereto before due for the purpose of paying when due) or
any voluntary or optional refund, refinance or exchange of any Indebtedness
(including without limitation the 2000 Subordinated Documents and the 2003
Convertible Subordinated Debenture Documents) of the Borrower or any Subsidiary
(other than Indebtedness arising under the Loan Documents).

         (c)      Permit any Indebtedness of the Borrower or any Subsidiary
(other than the Indebtedness arising under the Loan Documents) to be designated
or identified as (i) "Designated Senior Debt" under and as defined in the 2000
Subordinated Indenture or (ii) "Designated Senior Indebtedness" under and as
defined in the 2003 Subordinated Indenture.

8.13     Organization Documents; Fiscal Year; Legal Name, State of Formation and
         Form of Entity.

         (a)      Amend, modify or change its Organization Documents in a manner
materially adverse to the Lenders.

         (b)      Change its fiscal year.

         (c)      Without providing ten (10) days prior written notice to the
Administrative Agent, change its name, state of formation or form of
organization.

8.14     Ownership of Subsidiaries.

         Notwithstanding any other provisions of this Agreement to the contrary,
(i) permit any Person (other than the Borrower or any Wholly Owned Subsidiary of
the Borrower) to own any Capital Stock of any Subsidiary of the Borrower, except
to qualify directors where required by applicable law or to satisfy other
requirements of applicable law with respect to the ownership of Capital Stock of
Foreign Subsidiaries, (ii) permit any Subsidiary of the Borrower to issue or
have outstanding any shares of preferred Capital Stock (other than (a) the 485
shares of preferred Capital Stock issued by Allteck Line Contractors, Inc. to
the Borrower and (b) the 3,499 shares of preferred Capital Stock issued by
Quanta Services of Canada Ltd. to the Borrower) or (iii) create, incur, assume
or suffer to exist any Lien on any Capital Stock of any Subsidiary of the
Borrower, except for Permitted Liens.

8.15     Sale Leasebacks.

         Enter into any Sale and Leaseback Transaction other than the sale and
leaseback of trucks and equipment for immaterial amounts in the ordinary course
of business.

8.16     Capital Expenditures.

         (a)      The Borrower and its Subsidiaries will not make Consolidated
Capital Expenditures during any fiscal year in excess of an amount equal to 50%
of Consolidated EBITDA for the twelve month period ending on the last day of the
immediately preceding fiscal year.

         (b)      In addition to the limits under Section 8.16(a), if the
Borrower or any of its Subsidiaries executes an eligible contract, then the
Borrower or such Subsidiary may make Consolidated Capital Expenditures in
respect of such contract in an amount equal to the lesser of (i) the actual
amount required by such contract, and (ii) $30,000,000, provided that, (A) in
respect of each such contract, Consolidated Capital Expenditures not made within
12 months after the date of such contract shall be applied against the limits
under Section 8.16(a) and (B) the amount of Consolidated Capital Expenditures
under this Section 8.16(b) for all such contracts may not, in the aggregate,
exceed $30,000,000 in any fiscal year.

<PAGE>

Upon execution of each eligible contract, the Borrower or such Subsidiary shall
promptly deliver a copy of such contract to the Administrative Agent, together
with a summary of the Consolidated Capital Expenditures required by such
contract in form and detail acceptable to the Administrative Agent. As used in
this Section 8.16(b), "eligible contract" means, a utility outsourcing contract
with quantifiable revenues to the Borrower or such Subsidiary of at least
$30,000,000 during any 12 consecutive month period prior to 18 months after
execution of such contract.

                                   ARTICLE IX

                         EVENTS OF DEFAULT AND REMEDIES

9.01     Events of Default.

         Any of the following shall constitute an Event of Default:

                  (a)      Non-Payment. The Borrower or any other Loan Party
         fails to pay (i) when and as required to be paid herein, any amount of
         principal of any Loan, any L/C Obligation or any Credit-Linked L/C
         Obligation, or (ii) within three (3) days after the same becomes due,
         any interest on any Loan, on any L/C Obligation, or on any
         Credit-Linked L/C Obligation, the shortfall between the rate actually
         earned on the Credit-Linked Deposit and the Benchmark Rate as required
         hereunder or any commitment fee or other fee due hereunder, or (iii)
         within five (5) days after the same becomes due, any other amount
         payable hereunder or under any other Loan Document; or

                  (b)      Specific Covenants. The Borrower fails to perform or
         observe any term, covenant or agreement contained in any of Section
         7.05(a)(i), 7.10 or 7.11 or Article VIII (other than Sections 8.01 and
         8.03); or

                  (c)      Information Covenants. The Borrower fails to perform
         or observe any term, covenant or agreement contained in any of Section
         7.01 or 7.02(a) and such failure continues for five (5) Business Days;
         or

                  (d)      Other Defaults. Any Loan Party fails to perform or
         observe any other covenant or agreement (not specified in subsection
         (a), (b) or (c) above) contained in any Loan Document on its part to be
         performed or observed and such failure continues for thirty (30) days
         after the earlier of (i) a Responsible Officer of any Loan Party
         becoming aware of such failure and (ii) notice thereof to the Borrower
         from the Administrative Agent, the Required Revolving Lenders or the
         Required Credit-Linked Lenders; or

                  (e)      Representations and Warranties. Any representation,
         warranty, certification or statement of fact made or deemed made by or
         on behalf of the Borrower or any other Loan Party herein, in any other
         Loan Document, or in any document delivered in connection herewith or
         therewith shall be incorrect or misleading in any material respect when
         made or deemed made; or

                  (f)      Cross-Default. (i) The Borrower or any Subsidiary (A)
         fails to make any payment when due (whether by scheduled maturity,
         required prepayment, acceleration, demand, or otherwise) in respect of
         any Indebtedness or Guarantee (other than Indebtedness hereunder and
         Indebtedness under Swap Contracts) having an aggregate principal amount
         (including undrawn committed or available amounts and including amounts
         owing to all creditors under any combined or syndicated credit
         arrangement) of more than the Threshold Amount, or (B) fails to observe
         or perform any other agreement or condition relating to any such
         Indebtedness or

<PAGE>

         Guarantee or contained in any instrument or agreement evidencing,
         securing or relating thereto, or any other event occurs, the effect of
         which default or other event is to cause, or to permit the holder or
         holders of such Indebtedness or the beneficiary or beneficiaries of
         such Guarantee (or a trustee or agent on behalf of such holder or
         holders or beneficiary or beneficiaries) to cause, with the giving of
         notice if required, such Indebtedness to be demanded or to become due
         or to be repurchased, prepaid, defeased or redeemed (automatically or
         otherwise), or an offer to repurchase, prepay, defease or redeem such
         Indebtedness to be made, prior to its stated maturity, or such
         Guarantee to become payable or cash collateral in respect thereof to be
         demanded; or (ii) there occurs under any Swap Contract an Early
         Termination Date (as defined in such Swap Contract) resulting from (A)
         any event of default under such Swap Contract as to which the Borrower
         or any Subsidiary is the Defaulting Party (as defined in such Swap
         Contract) or (B) any Termination Event (as so defined) under such Swap
         Contract as to which the Borrower or any Subsidiary is an Affected
         Party (as so defined) and, in either event, the Swap Termination Value
         owed by the Borrower or such Subsidiary as a result thereof is greater
         than the Threshold Amount; or

                  (g)      Insolvency Proceedings, Etc. Any Loan Party or any of
         its Subsidiaries institutes or consents to the institution of any
         proceeding under any Debtor Relief Law, or makes an assignment for the
         benefit of creditors; or applies for or consents to the appointment of
         any receiver, trustee, custodian, conservator, liquidator,
         rehabilitator or similar officer for it or for all or any material part
         of its Property; or any receiver, trustee, custodian, conservator,
         liquidator, rehabilitator or similar officer is appointed without the
         application or consent of such Person and the appointment continues
         undischarged or unstayed for sixty calendar days; or any proceeding
         under any Debtor Relief Law relating to any such Person or to all or
         any material part of its Property is instituted without the consent of
         such Person and continues undismissed or unstayed for sixty calendar
         days, or an order for relief is entered in any such proceeding; or

                  (h)      Inability to Pay Debts; Attachment. (i) The Borrower
         or any Subsidiary becomes unable or admits in writing its inability or
         fails generally to pay its debts as they become due, or (ii) any writ
         or warrant of attachment or execution or similar process is issued or
         levied against all or any material part of the Property of any such
         Person and is not released, vacated or fully bonded within thirty days
         after its issue or levy; or

                  (i)      Judgments. There is entered against the Borrower or
         any Subsidiary (i) one or more final judgments or orders for the
         payment of money in an aggregate amount exceeding the Threshold Amount
         (to the extent not covered by independent third-party insurance as to
         which the insurer does not dispute coverage), and any such judgments or
         orders shall not have been paid, discharged or bonded pending appeal
         (or the Borrower has not obtained an indemnity against on terms and
         conditions satisfactory to the Lenders in their reasonable discretion)
         within thirty (30) days from the entry thereof, or (ii) any one or more
         non-monetary final judgments that have, or could reasonably be expected
         to have, individually or in the aggregate, a Material Adverse Effect
         and, in either case, (A) enforcement proceedings are commenced by any
         creditor upon such judgment or order, or (B) there is a period of ten
         consecutive days during which a stay of enforcement of such judgment,
         by reason of a pending appeal or otherwise, is not in effect; or

                  (j)      ERISA. (i) An ERISA Event occurs with respect to a
         Pension Plan or Multiemployer Plan which has resulted or could
         reasonably be expected to result in liability of the Borrower under
         Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC
         in an aggregate amount in excess of the Threshold Amount, or (ii) the
         Borrower or any ERISA Affiliate fails to pay when due, after the
         expiration of any applicable grace period, any

<PAGE>

         installment payment with respect to its withdrawal liability under
         Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount
         in excess of the Threshold Amount; or

                  (k)      Invalidity of Loan Documents. Any Loan Document, at
         any time after its execution and delivery and for any reason other than
         as expressly permitted hereunder or thereunder or satisfaction in full
         of all the Obligations, ceases to be in full force and effect; or any
         Loan Party or any other Person contests in any manner the validity or
         enforceability of any Loan Document; or any Loan Party denies that it
         has any or further liability or obligation under any Loan Document, or
         purports to revoke, terminate or rescind any Loan Document; or

                  (l)      Change of Control. There occurs any Change of
         Control; or

                  (m)      2000 Subordinated Documents. (i) There shall occur an
         "Event of Default" (or any comparable term) under, and as defined in,
         the 2000 Subordinated Documents, (ii) any of the Obligations for any
         reason shall cease to be "Senior Debt" (or any comparable term) under,
         and as defined in, the 2000 Subordinated Documents, (iii) any
         Indebtedness other than the Obligations shall constitute "Designated
         Senior Debt" (or any comparable term) under, and as defined in, the
         2000 Subordinated Documents or (iv) the subordination provisions of the
         2000 Subordinated Documents shall, in whole or in part, terminate,
         cease to be effective or cease to be legally valid, binding and
         enforceable against any holder of the debt evidenced by the 2000
         Subordinated Documents; or

                  (n)      2003 Convertible Subordinated Debentures. (i) There
         shall occur an "Event of Default" (or any comparable term) under, and
         as defined in, the 2003 Convertible Subordinated Debentures Documents,
         (ii) any of the Obligations for any reason shall cease to be "Senior
         Debt" (or any comparable term) under, and as defined in, the 2003
         Convertible Subordinated Debentures Documents, (iii) any Indebtedness
         other than the Obligations shall constitute "Designated Senior Debt"
         (or any comparable term) under, and as defined in, the 2003 Convertible
         Subordinated Debentures Documents or (iv) the subordination provisions
         of the 2003 Convertible Subordinated Debentures Documents shall, in
         whole or in part, terminate, cease to be effective or cease to be
         legally valid, binding and enforceable against any holder of the 2003
         Convertible Subordinated Debentures.

9.02     Remedies Upon Event of Default.

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

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

                  (ii)     require that the Borrower Cash Collateralize the L/C
         Obligations (in an amount equal to the then applicable Outstanding
         Amount thereof).

         (b)      If an Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the
Required Credit-Linked Lenders, take any or all of the following actions:

<PAGE>

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

                  (ii)     require that the Borrower Cash Collateralize the
         Credit-Linked L/C Obligations (in an amount equal to the then
         applicable Outstanding Amount thereof);

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

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

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

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

         Furthermore, if any Event of Default has occurred and is continuing,
the Administrative Agent shall, at the request of the Required Credit-Linked
Lenders, withdraw from the Credit-Linked Deposit Account and distribute to the
Credit-Linked Lenders on a pro rata basis an amount equal to the excess of the
Aggregate Credit-Linked Commitments over the Outstanding Amount of the
Credit-Linked Obligations.

9.03     Application of Funds.

         After the exercise of remedies provided for in Section 9.02 (or after
the Loans have automatically become immediately due and payable and the L/C
Obligations and Credit-Linked L/C Obligations have automatically been required
to be Cash Collateralized as set forth in the proviso to Section 9.02), any
amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:

         First, to payment of that portion of the Obligations constituting fees,
         indemnities, expenses and other amounts (including Attorney Costs and
         amounts payable under Article III) payable to the Administrative Agent
         in its capacity as such;

         Second, to payment of that portion of the Obligations constituting
         fees, indemnities and other amounts (other than principal and interest)
         payable to the Lenders (including Attorney Costs and amounts payable
         under Article III), ratably among them in proportion to the amounts
         described in this clause Second payable to them;

<PAGE>

         Third, to payment of that portion of the Obligations constituting
         accrued and unpaid interest on the Loans and L/C Borrowings and fees,
         premiums and scheduled periodic payments, and any interest accrued
         thereon, due under any Swap Contract between any Loan Party and any
         Lender, or any Affiliate of a Lender, to the extent such Swap Contract
         is permitted by Section 8.03(d), ratably among the Lenders (and, in the
         case of such Swap Contracts, Affiliates of Lenders) in proportion to
         the respective amounts described in this clause Third held by them;

         Fourth, to payment of that portion of the Obligations constituting
         unpaid principal of the Loans, L/C Borrowings and Credit-Linked L/C
         Borrowings and breakage, termination or other payments, and any
         interest accrued thereon, due under any Swap Contract between any Loan
         Party and any Lender, or any Affiliate of a Lender, to the extent such
         Swap Contract is permitted by Section 8.03(d), and to Cash
         Collateralize that portion of L/C Obligations comprised of the
         aggregate undrawn amount of Letters of Credit and to Cash Collateralize
         that portion of the Credit-Linked Obligations comprised of the
         aggregate undrawn amount of Credit-Linked Letters of Credit, ratably
         among the Lenders (and, in the case of such Swap Contracts, Affiliates
         of Lenders) in proportion to the respective amounts described in this
         clause Fourth held by them; and

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

         Subject to Section 2.03(c), amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above
shall be applied to satisfy drawings under such Letters of Credit, as
applicable, as they occur. Subject to Section 2.05(c), amounts used to Cash
Collateralize the aggregate undrawn amount of Credit-Linked Letters of Credit
pursuant to clause Fourth above shall be applied to satisfy drawings under such
Credit-Linked Letters of Credit, as applicable, as they occur. If any amount
remains on deposit as Cash Collateral for any Letter of Credit after such Letter
of Credit has either been fully drawn or expired, then (i) if any other
Obligations (other than Letters of Credit that have been Cash Collateralized)
are outstanding, such remaining amount shall be applied to such other
Obligations, if any, in the order set forth above or (ii) if all of the
Obligations (other than the Letters of Credit that have been Cash
Collateralized) have been indefeasibly paid in full, such remaining amount shall
be paid to the Borrower or as otherwise required by law. If any amount remains
on deposit as Cash Collateral for any Credit-Linked Letter of Credit after such
Credit-Linked Letter of Credit has either been fully drawn or expired, then (i)
if any other Obligations (other than Credit-Linked Letters of Credit that have
been Cash Collateralized) are outstanding, such remaining amount shall be
applied to such other Obligations, if any, in the order set forth above or (ii)
if all of the Obligations (other than the Credit-Linked Letters of Credit that
have been Cash Collateralized) have been indefeasibly paid in full, such
remaining amount shall be paid to the Borrower or as otherwise required by law.

                                    ARTICLE X

                              ADMINISTRATIVE AGENT

10.01    Appointment and Authorization of Administrative Agent.

         (a)      Each Lender hereby irrevocably appoints, designates and
authorizes the Administrative Agent to take such action on its behalf under the
provisions of this Agreement and each other Loan Document and to exercise such
powers and perform such duties as are expressly delegated to it by the terms of
this Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, the Administrative
Agent shall not have any duties or responsibilities, except those

<PAGE>

expressly set forth herein, nor shall the Administrative Agent have or be deemed
to have any fiduciary relationship with any Lender or participant, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent. Without limiting the
generality of the foregoing sentence, the use of the term "agent" herein and in
the other Loan Documents with reference to the Administrative Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties.

         (b)      The L/C Issuer shall act on behalf of the Lenders with respect
to any Letters of Credit issued by it and the documents associated therewith,
and the L/C Issuer shall have all of the benefits and immunities (i) provided to
the Administrative Agent in this Article X with respect to any acts taken or
omissions suffered by the L/C Issuer in connection with Letters of Credit issued
by it or proposed to be issued by it and the applications and agreements for
letters of credit pertaining to such Letters of Credit as fully as if the term
"Administrative Agent" as used in this Article X and in the definition of
"Agent-Related Person" included the L/C Issuer with respect to such acts or
omissions, and (ii) as additionally provided herein with respect to the L/C
Issuer.

         (c)      The Credit-Linked L/C Issuer shall act on behalf of the
Credit-Linked Lenders with respect to any Credit-Linked Letters of Credit issued
by it and the documents associated therewith, and the Credit-Linked L/C Issuer
shall have all of the benefits and immunities (i) provided to the Administrative
Agent in this Article X with respect to any acts taken or omissions suffered by
the Credit-Linked L/C Issuer in connection with Credit-Linked Letters of Credit
issued by it or proposed to be issued by it and the applications and agreements
for letters of credit pertaining to such Credit-Linked Letters of Credit as
fully as if the term "Administrative Agent" as used in this Article X and in the
definition of "Agent-Related Person" included the Credit-Linked L/C Issuer with
respect to such acts or omissions, and (ii) as additionally provided herein with
respect to the Credit-Linked L/C Issuer.

         (d)      Each Credit-Linked Lender hereby consents to and approves the
terms of the Money Market Account Agreement. By execution hereof, the
Credit-Linked Lenders authorize and direct the Administrative Agent to enter
into the Money Market Account Agreement on behalf of the Credit-Linked Lenders.

10.02    Delegation of Duties.

         The Administrative Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel and other
consultants or experts concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agent or attorney-in-fact that it selects in the absence of gross
negligence or willful misconduct.

10.03    Liability of Administrative Agent.

         No Agent-Related Person shall (a) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Agreement or
any other Loan Document or the transactions contemplated hereby (except for its
own gross negligence or willful misconduct in connection with its duties
expressly set forth herein), or (b) be responsible in any manner to any Lender
or participant for any recital, statement, representation or warranty made by
any Loan Party or any officer thereof, contained herein or in any other Loan
Document, or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or

<PAGE>

sufficiency of this Agreement or any other Loan Document, or for any failure of
any Loan Party or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Loan Party or any Affiliate thereof.

10.04    Reliance by Administrative Agent.

         (a)      The Administrative Agent shall be entitled to rely, and shall
be fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, electronic mail message,
statement or other document or conversation 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 (including statements of counsel
to any Loan Party), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under any Loan Document unless it shall
first receive such advice or concurrence of the Required Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
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. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Required Lenders (or such greater
number of Lenders as may be expressly required hereby in any instance) and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders.

         (b)      For purposes of determining compliance with the conditions
specified in Section 5.01, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.

10.05    Notice of Default.

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default, except with respect to defaults in the
payment of principal, interest and fees required to be paid to the
Administrative Agent for the account of the Lenders, unless the Administrative
Agent shall have received written notice from a Lender or the Borrower referring
to this Agreement, describing such Default and stating that such notice is a
"notice of default." The Administrative Agent will notify the Lenders of its
receipt of any such notice. The Administrative Agent shall take such action with
respect to such Default as may be directed by the Required Lenders in accordance
with Article IX; provided, however, that unless and until the Administrative
Agent has received any such direction, the Administrative Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable or in the best interest of
the Lenders.

10.06    Credit Decision; Disclosure of Information by Administrative Agent.

         Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession.

<PAGE>

Each Lender represents to the Administrative Agent that it has, independently
and without reliance upon any Agent-Related Person and based on such documents
and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, Property, financial and
other condition and creditworthiness of the Loan Parties and their respective
Subsidiaries, and all applicable bank or other regulatory Laws relating to the
transactions contemplated hereby, and made its own decision to enter into this
Agreement and to extend credit to the Borrower hereunder. Each Lender also
represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigations as it deems necessary
to inform itself as to the business, prospects, operations, Property, financial
and other condition and creditworthiness of the Borrower and the other Loan
Parties. Except for notices, reports and other documents expressly required to
be furnished to the Lenders by the Administrative Agent herein, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects,
operations, Property, financial and other condition or creditworthiness of any
of the Loan Parties or any of their respective Affiliates which may come into
the possession of any Agent-Related Person.

10.07    Indemnification of Administrative Agent.

Whether or not the transactions contemplated hereby are consummated, the Lenders
shall indemnify upon demand each Agent-Related Person (to the extent not
reimbursed by or on behalf of any Loan Party and without limiting the obligation
of any Loan Party to do so), pro rata, and hold harmless each Agent-Related
Person from and against any and all Indemnified Liabilities incurred by it;
provided, however, that no Lender shall be liable for the payment to any
Agent-Related Person of any portion of such Indemnified Liabilities to the
extent determined in a final, nonappealable judgment by a court of competent
jurisdiction to have resulted from such Agent-Related Person's own gross
negligence or willful misconduct; provided, however, that no action taken in
accordance with the directions of the Required Lenders shall be deemed to
constitute gross negligence or willful misconduct for purposes of this Section.
Without limitation of the foregoing, each Lender shall reimburse the
Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that the Administrative
Agent is not reimbursed for such expenses by or on behalf of the Borrower. The
undertaking in this Section shall survive termination of the Commitments, the
payment of all other Obligations and the resignation of the Administrative
Agent.

10.08    Administrative Agent in its Individual Capacity.

         Bank of America and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Loan Parties and their respective Affiliates
as though Bank of America were not the Administrative Agent or the L/C Issuer
hereunder and without notice to or consent of the Lenders. The Lenders
acknowledge that, pursuant to such activities, Bank of America or its Affiliates
may receive information regarding any Loan Party or its Affiliates (including
information that may be subject to confidentiality obligations in favor of such
Loan Party or such Affiliate) and acknowledge that the Administrative Agent
shall be under no obligation to provide such information to them. With respect
to its Loans, Bank of America shall have the same rights and powers under this
Agreement as any other Lender and may exercise such rights and powers as though
it

<PAGE>

were not the Administrative Agent, the L/C Issuer or the Credit-Linked L/C
Issuer, and the terms "Lender" and "Lenders" include Bank of America in its
individual capacity.

10.09    Successor Administrative Agent.

         The Administrative Agent may resign as Administrative Agent upon thirty
days' notice to the Lenders; provided that any such resignation by Bank of
America shall also constitute its resignation as L/C Issuer, Credit-Linked L/C
Issuer and Swing Line Lender. If the Administrative Agent resigns under this
Agreement, the Required Lenders shall appoint from among the Lenders a successor
administrative agent for the Lenders, which appointment of such successor
administrative agent shall require the consent of the Borrower at all times
other than during the existence of an Event of Default (which consent of the
Borrower shall not be unreasonably withheld or delayed). If no successor
administrative agent is appointed prior to the effective date of the resignation
of the Administrative Agent, the Administrative Agent may appoint, after
consulting with the Lenders and the Borrower, a successor administrative agent
from among the Lenders. Upon the acceptance of its appointment as successor
administrative agent hereunder, the Person acting as such successor
administrative agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent, L/C Issuer, Credit-Linked L/C Issuer and Swing
Line Lender and the respective terms "Administrative Agent", "L/C Issuer",
"Credit-Linked L/C Issuer" and "Swing Line Lender" shall mean such successor
administrative agent, Letter of Credit issuer, Credit-Linked Letter of Credit
issuer and swing line lender, and the retiring Administrative Agent's
appointment, powers and duties in such capacities shall be terminated without
any other further act or deed on its behalf. After any retiring Administrative
Agent's resignation hereunder as Administrative Agent, the provisions of this
Article X and Sections 11.04 and 11.05 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement. If no successor administrative agent has accepted
appointment as Administrative Agent by the date thirty days following a retiring
Administrative Agent's notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless thereupon become effective and the
Lenders shall perform all of the duties of the Administrative Agent hereunder
until such time, if any, as the Required Lenders appoint a successor agent as
provided for above.

10.10    Administrative Agent May File Proofs of Claim.

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

                  (a)      to file and prove a claim for the whole amount of the
         principal and interest owing and unpaid in respect of the Loans, L/C
         Obligations, Credit-Linked L/C Obligations and all other Obligations
         that are owing and unpaid and to file such other documents as may be
         necessary or advisable in order to have the claims of the Lenders and
         the Administrative Agent (including any claim for the reasonable
         compensation, expenses, disbursements and advances of the Lenders and
         the Administrative Agent and their respective agents and counsel and
         all other amounts due the Lenders and the Administrative Agent under
         Sections 2.03(i) and (j), 2.11 and 11.04) allowed in such judicial
         proceeding; and

                  (b)      to collect and receive any monies or other Property
         payable or deliverable on any such claims and to distribute the same;

<PAGE>

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.11 and 11.04.

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

10.11    Collateral and Guaranty Matters.

         The Lenders irrevocably authorize the Administrative Agent, at its
option and in its discretion,

                  (a)      to release any Lien on any Collateral granted to or
         held by the Administrative Agent under any Loan Document (i) upon
         termination of the Aggregate Revolving Commitments and payment in full
         of all Obligations (other than contingent indemnification obligations)
         and the expiration or termination of all Letters of Credit and
         Credit-Linked Letters of Credit, (ii) that is transferred or to be
         transferred as part of or in connection with any Disposition permitted
         hereunder or under any other Loan Document or any Involuntary
         Disposition, or (iii) as approved in accordance with Section 11.01;

                  (b)      to subordinate any Lien on any Property granted to or
         held by the Administrative Agent under any Loan Document to the holder
         of any Lien on such Property that is permitted by Section 8.01(i); and

                  (c)      to release any Guarantor from its obligations under
         the Guaranty if such Person ceases to be a Subsidiary as a result of a
         transaction permitted hereunder.

         Upon request by the Administrative Agent at any time, the Required
         Lenders will confirm in writing the Administrative Agent's authority to
         release or subordinate its interest in particular types or items of
         Property, or to release any Guarantor from its obligations under the
         Guaranty, pursuant to this Section 10.11.

10.12    Other Agents; Arrangers and Managers.

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

<PAGE>

                                   ARTICLE XI

                                  MISCELLANEOUS

11.01    Amendments, Etc.

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

                  (a)      extend or increase the Commitment of any Lender (or
         reinstate any Commitment terminated pursuant to Section 9.02) without
         the written consent of such Lender (it being understood and agreed that
         a waiver of any condition precedent set forth in Section 5.02 or of any
         Default or Event of Default or a mandatory reduction in Commitments is
         not considered an extension or increase in Commitments of any Lender);

                  (b)      postpone any date fixed by this Agreement or any
         other Loan Document for any payment of principal (excluding mandatory
         prepayments), interest, fees or other amounts due to the Lenders (or
         any of them) hereunder or under any other Loan Document without the
         written consent of each Lender directly affected thereby;

                  (c)      reduce the principal of, or the rate of interest
         specified herein on, any Loan, L/C Borrowing or Credit-Linked L/C
         Borrowing, or any fees or other amounts payable hereunder or under any
         other Loan Document without the written consent of each Lender directly
         affected thereby; provided, however, that only the consent of the
         Required Lenders shall be necessary to amend the definition of "Default
         Rate" or to waive any obligation of the Borrower to pay interest at the
         Default Rate;

                  (d)      change Section 2.13 or Section 9.03 in a manner that
         would alter the pro rata sharing of payments required thereby without
         the written consent of each Lender directly affected thereby;

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

                  (f)      except in connection with a Disposition permitted
         under Section 8.05, release all or substantially all of the Collateral
         without the written consent of each Lender directly affected thereby;

                  (g)      release the Borrower or, except in connection with a
         merger or consolidation permitted under Section 8.04 or a Disposition
         permitted under Section 8.05, all or substantially all of the
         Guarantors, from its or their obligations under the Loan Documents
         without the written consent of each Lender directly affected thereby;
         or

                  (h)      without the consent of Lenders (other than Defaulting
         Lenders) holding in the aggregate at least a majority of the Revolving
         Commitments (or if the Revolving Commitments have

<PAGE>

         been terminated, the outstanding Revolving Loans (and participations in
         any Swing Line Loans and L/C Obligations)), (i) waive any Default or
         Event of Default for purposes of Section 5.02 for purposes of any
         Revolving Loan borrowing or L/C Credit Extension and (ii) amend,
         change, waive, discharge or terminate Section 2.01(a), 2.02, 2.03,
         2.05(b)(i) or 2.06 or any term, covenant or agreement contained in
         Article VIII or Article IX;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Letter
of Credit Application relating to any Letter of Credit issued or to be issued by
it; (ii) no amendment, waiver or consent shall, unless in writing and signed by
the Credit-Linked L/C Issuer in addition to the Lenders required above, affect
the rights or duties of the Credit-Linked L/C Issuer under this Agreement or any
Credit-Linked Letter of Credit Application relating to any Credit-Linked Letter
of Credit issued or to be issued by it; (iii) no amendment, waiver or consent
shall, unless in writing and signed by the Swing Line Lender in addition to the
Lenders required above, affect the rights or duties of the Swing Line Lender
under this Agreement; (iv) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Lenders
required above, affect the rights or duties of the Administrative Agent under
this Agreement or any other Loan Document; and (v) the Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only
by the parties thereto. Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not
be increased or extended without the consent of such Lender.

Notwithstanding the fact that the consent of all the Lenders is required in
certain circumstances as set forth above, (x) each Lender is entitled to vote as
such Lender sees fit on any bankruptcy reorganization plan that affects the
Loans, and each Lender acknowledges that the provisions of Section 1126(c) of
the United States Bankruptcy Code supersedes the unanimous consent provisions
set forth herein and (y) the Required Lenders shall determine whether or not to
allow a Loan Party to use cash collateral in the context of a bankruptcy or
insolvency proceeding and such determination shall be binding on all of the
Lenders.

11.02    Notices and Other Communications; Facsimile Copies.

         (a)      General. Unless otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including by facsimile transmission). All such written notices shall be mailed,
faxed or delivered to the applicable address, facsimile number or (subject to
subsection (c) below) electronic mail address, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be
made to the applicable telephone number, as follows:

                  (i)      if to the Borrower, the Administrative Agent, the L/C
         Issuer, the Credit-Linked L/C Issuer or the Swing Line Lender, to the
         address, facsimile number, electronic mail address or telephone number
         specified for such Person on Schedule 11.02 or to such other address,
         facsimile number, electronic mail address or telephone number as shall
         be designated by such party in a notice to the other parties; and

                  (ii)     if to any other Lender, to the address, facsimile
         number, electronic mail address or telephone number specified in its
         Administrative Questionnaire (which Administrative Questionnaires shall
         be provided to the Borrower by the Administrative Agent upon request by
         the Borrower) or to such other address, facsimile number, electronic
         mail address or telephone number as shall be designated by such party
         in a notice to the Borrower, the Administrative Agent, the L/C Issuer,
         the Credit-Linked L/C Issuer and the Swing Line Lender.

<PAGE>

         All such notices and other communications shall be deemed to be given
or made upon the earlier to occur of (i) actual receipt by the relevant party
hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on
behalf of the relevant party hereto; (B) if delivered by mail, four Business
Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile,
when sent and receipt has been confirmed by telephone; and (D) if delivered by
electronic mail (which form of delivery is subject to the provisions of
subsection (c) below), when delivered; provided, however, that notices and other
communications to the Administrative Agent, the L/C Issuer, the Credit-Linked
L/C Issuer and the Swing Line Lender pursuant to Article II shall not be
effective until actually received by such Person. In no event shall a voicemail
message be effective as a notice, communication or confirmation hereunder.

         (b)      Effectiveness of Facsimile Documents and Signatures. Loan
Documents may be transmitted and/or signed by facsimile. The effectiveness of
any such documents and signatures shall, subject to applicable Law, have the
same force and effect as manually signed originals and shall be binding on all
Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent
may also require that any such documents and signatures be confirmed by a
manually signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

         (c)      Limited Use of Electronic Mail. Electronic mail and internet
and intranet websites may be used only to distribute routine communications,
such as financial statements and other information as provided in Section 7.02,
and to distribute Loan Documents for execution by the parties thereto, and may
not be used for any other purpose.

         (d)      Reliance by Administrative Agent and Lenders. The
Administrative Agent and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Loan Notices and Swing Line Loan Notices)
purportedly given by or on behalf of the Borrower even if (i) such notices were
not made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms
thereof, as reasonably understood by the recipient, varied from any confirmation
thereof. The Borrower shall indemnify each Agent-Related Person and each Lender
from all losses, costs, expenses and liabilities resulting from the reliance by
such Person on each notice purportedly given by or on behalf of the Borrower.
All telephonic notices to and other communications with the Administrative Agent
may be recorded by the Administrative Agent, and each of the parties hereto
hereby consents to such recording.

11.03    No Waiver; Cumulative Remedies.

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

11.04    Attorney Costs, Expenses and Taxes.

         The Borrower agrees (a) to pay or reimburse the Administrative Agent
for all reasonable costs and expenses incurred in connection with the
development, preparation, negotiation and execution of this Agreement and the
other Loan Documents and any amendment, waiver, consent or other modification of
the provisions hereof and thereof (whether or not the transactions contemplated
hereby or thereby are consummated), and the consummation and administration of
the transactions contemplated hereby and thereby, including all Attorney Costs
and costs and expenses in connection with the use of Intralinks, Inc.

<PAGE>

or other similar information transmission systems in connection with this
Agreement, and (b) to pay or reimburse the Administrative Agent and each Lender
for all reasonable costs and expenses incurred in connection with the
enforcement, attempted enforcement, or preservation of any rights or remedies
under this Agreement or the other Loan Documents (including all such costs and
expenses incurred during any "workout" or restructuring in respect of the
Obligations and during any legal proceeding, including any proceeding under any
Debtor Relief Law), including all Attorney Costs. The foregoing costs and
expenses shall include all search, filing, recording, title insurance and
appraisal charges and fees and taxes related thereto, and other out-of-pocket
expenses incurred by the Administrative Agent and the cost of independent public
accountants and other outside experts retained by the Administrative Agent or
any Lender. All amounts due under this Section 11.04 shall be payable within
twenty (20) days after demand therefor. The agreements in this Section shall
survive the termination of the Aggregate Revolving Commitments and repayment of
all other Obligations.

11.05    Indemnification by the Borrower.

         Whether or not the transactions contemplated hereby are consummated,
the Borrower agrees to indemnify and hold harmless each Agent-Related Person,
each Lender and their respective Affiliates, directors, officers, employees,
counsel, trustees, investment advisors, agents and attorneys-in-fact
(collectively the "Indemnitees") from and against any and all liabilities,
obligations, losses, damages, penalties, claims, demands, actions, judgments,
suits, reasonable costs, expenses and disbursements (including Attorney Costs)
of any kind or nature whatsoever which may at any time be imposed on, incurred
by or asserted against any such Indemnitee in any way relating to or arising out
of or in connection with (a) the execution, delivery, enforcement, performance
or administration of any Loan Document or any other agreement, letter or
instrument delivered in connection with the transactions contemplated thereby or
the consummation of the transactions contemplated thereby, (b) any Commitment,
Loan, Letter of Credit or Credit-Linked Letter of Credit or the use or proposed
use of the proceeds therefrom (including any refusal by the L/C Issuer to honor
a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit and any refusal by the Credit-Linked L/C Issuer to honor a demand for
payment under a Credit-Linked Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such
Credit-Linked Letter of Credit), (c) any actual or alleged presence or release
of Hazardous Materials on or from any property currently or formerly owned or
operated by the Borrower, any Subsidiary or any other Loan Party, or any
Environmental Liability related in any way to the Borrower, any Subsidiary or
any other Loan Party, or (d) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation
for, or defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any Indemnitee is a party thereto (all the
foregoing, collectively, the "Indemnified Liabilities"); provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements (x) are determined by a court
of competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee or (y) arise
out of a dispute solely between two or more Indemnitees not caused by or
involving in any way the Borrower or any Subsidiary. No Indemnitee shall be
liable for any damages arising from the use by others of any information or
other materials obtained through IntraLinks or other similar information
transmission systems in connection with this Agreement, nor shall any Indemnitee
have any liability for any indirect or consequential damages relating to this
Agreement or any other Loan Document or arising out of its activities in
connection herewith or therewith (whether before or after the Closing Date). All
amounts due under this Section 11.05 shall be payable within twenty (20) days
after demand therefor. The agreements in this Section shall survive the
resignation of the Administrative Agent, the replacement of

<PAGE>

any Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all the other Obligations.

11.06    Payments Set Aside.

         To the extent that any payment by or on behalf of any Loan Party is
made to the Administrative Agent or any Lender, or the Administrative Agent or
any Lender exercises its right of set-off, and such payment or the proceeds of
such set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.

11.07    Successors and Assigns.

         (a)      The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with the provisions of subsection (b) of this Section, (ii) by way of
participation in accordance with the provisions of subsection (d) of this
Section or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of subsection (f) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in subsection (d) of this
Section and, to the extent expressly contemplated hereby, the Indemnitees) any
legal or equitable right, remedy or claim under or by reason of this Agreement.

         (b)      Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans (including for
purposes of this subsection (b), participations in L/C Obligations,
Credit-Linked L/C Obligations and in Swing Line Loans) at the time owing to it);
provided that (i) except in the case of an assignment of the entire remaining
amount of the assigning Lender's Commitment and the Loans at the time owing to
it or in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund (as defined in subsection (g) of this Section) with respect to a
Lender, the aggregate amount of the Commitment (which for this purpose includes
Loans outstanding thereunder) subject to each such assignment, determined as of
the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if "Trade Date" is specified in the
Assignment and Assumption, as of the Trade Date, shall not be less than
$5,000,000 in the case of an assignment of Revolving Loans and $1,000,000 in the
case of an assignment of Term Loans or any Credit-Linked Commitment unless each
of the Administrative Agent and, so long as no Event of Default has occurred and
is continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed); (ii) each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement with respect to the Loans and Commitments
assigned, except that this clause (ii) shall not (x) apply to rights in respect
of Swing Line Loans or (y) prohibit any Lender from assigning all or a portion
of its rights and obligations among separate tranches on a pro rata basis;

<PAGE>

(iii) any assignment of a Revolving Commitment must be approved by the
Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person
that is the proposed assignee is itself a Lender (whether or not the proposed
assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties
to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee of
$3,500; provided that (a) no such fee shall be payable in the case of an
assignment to another Lender, an Affiliate of a Lender or an Approved Fund with
respect to a Lender, and (b) in the case of contemporaneous assignments by a
Lender to more than one Approved Fund managed by the same investment adviser
(which Approved Funds are not then Lenders hereunder), only a single such $3,500
fee shall be payable for all such contemporaneous assignments. Subject to
acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section, from and after the effective date specified in
each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 11.04 and 11.05
with respect to facts and circumstances occurring prior to the effective date of
such assignment). Upon request, the Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.

         (c)      The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans, L/C Obligations and Credit-Linked L/C
Obligations owing to, each Lender pursuant to the terms hereof from time to time
(the "Register"). The entries in the Register shall be conclusive, and the
Borrower, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

         (d)      Any Lender may at any time, without the consent of, or notice
to, the Borrower or the Administrative Agent, sell participations to any Person
(other than a natural person or the Borrower or any of the Borrower's Affiliates
or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans (including such Lender's participations in L/C
Obligations, Credit-Linked L/C Obligations and/or Swing Line Loans) owing to
it); provided that (i) such Lender's obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the Borrower,
the Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in clauses (a) through (g) of the first proviso to Section 11.01 that
directly affects such Participant. Subject to subsection (e) of this Section,
the Borrower agrees that each Participant shall be entitled to the benefits of
Sections 3.01, 3.04

<PAGE>

and 3.05 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to subsection (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 11.09 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.15 as though it were a Lender.

         (e)      A Participant shall not be entitled to receive any greater
payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Borrower's prior written consent. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section 3.01
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with
Section 11.15 as though it were a Lender.

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

         (g)      As used herein, the following terms have the following
meanings:

                  "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
         Lender; (c) an Approved Fund; and (d) any other Person (other than a
         natural person) approved by (i) the Administrative Agent, the L/C
         Issuer and the Swing Line Lender, and (ii) unless an Event of Default
         has occurred and is continuing, the Borrower (each such approval not to
         be unreasonably withheld or delayed); provided that notwithstanding the
         foregoing, "Eligible Assignee" shall not include the Borrower or any of
         the Borrower's Affiliates or Subsidiaries.

                  "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.

                  "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.

         (h)      Notwithstanding anything to the contrary contained herein, if
at any time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, (i) upon thirty (30) days' notice to
the Borrower and the Lenders, resign as L/C Issuer and/or Credit-Linked L/C
Issuer and/or (ii) upon thirty (30) days' notice to the Borrower, resign as
Swing Line Lender. In the event of any such resignation as L/C Issuer,
Credit-Linked L/C Issuer or Swing Line Lender, the Borrower shall be entitled to
appoint from among the Lenders a successor L/C Issuer, Credit-Linked L/C Issuer
or Swing Line Lender hereunder; provided, however, that no failure by the
Borrower to appoint any such successor shall affect the resignation of Bank of
America as L/C Issuer, Credit-Linked L/C Issuer or Swing Line Lender, as the
case may be. If Bank of America resigns as L/C Issuer, it shall retain all the
rights and obligations of the L/C Issuer hereunder with respect to all Letters
of Credit outstanding as of the effective date of its resignation as L/C Issuer
and all L/C Obligations with respect thereto (including the right to require the
Lenders to make Base Rate Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.03(c)). If Bank of America resigns as
Credit-Linked L/C

<PAGE>

Issuer, it shall retain all the rights and obligations of the Credit-Linked L/C
Issuer hereunder with respect to all Credit-Linked Letters of Credit outstanding
as of the effective date of its resignation as Credit-Linked L/C Issuer and all
Credit-Linked L/C Obligations with respect thereto (including the right to
require the Credit-Linked Lenders to fund risk participations in Credit-Linked
Unreimbursed Amounts pursuant to Section 2.06(b)). If Bank of America resigns as
Swing Line Lender, it shall retain all the rights of the Swing Line Lender
provided for hereunder with respect to Swing Line Loans made by it and
outstanding as of the effective date of such resignation, including the right to
require the Lenders to make Base Rate Loans or fund risk participations in
outstanding Swing Line Loans pursuant to Section 2.04(c).

         (i)      The Credit-Linked Deposit Account funded by any Credit-Linked
Lender pursuant to Section 2.01(b) shall not be released in connection with any
assignment of its Credit-Linked Commitment but shall instead be purchased by the
relevant assignee and continue to be held for application in accordance with the
terms of Section 2.05 in respect of the Credit-Linked Commitment assigned to
such assignee.

11.08    Confidentiality.

         Each of the Administrative Agent, the L/C Issuer, the Credit-Linked L/C
Issuer, the Swing Line Lender and the Lenders agrees to (and to cause its and
its Affiliates' directors, officers and employees to) maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential and that the Administrative Agent, any Issuer or any
Lender, as applicable, shall be responsible for any violation of this Section
11.08 by such Persons); (b) to the extent required by any regulatory authority
having jurisdiction over such Person; (c) to the extent required by applicable
laws or regulations or by any subpoena or similar legal process; (d) to any
other party to this Agreement; (e) to the extent reasonably required in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder;
(f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any Eligible Assignee of or Participant in, or any
prospective Eligible Assignee of or Participant in, any of its rights or
obligations under this Agreement or (ii) any direct or indirect contractual
counterparty or prospective counterparty (or such contractual counterparty's or
prospective counterparty's professional advisor) to any credit derivative
transaction relating to obligations of the Loan Parties; (g) with the prior
written consent of the Borrower; (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii)
becomes available to the Administrative Agent or any Lender on a nonconfidential
basis from a source other than the Borrower; or (i) to the National Association
of Insurance Commissioners or any other similar organization or any nationally
recognized rating agency that requires access to information about a Lender's or
its Affiliates' investment portfolio in connection with ratings issued with
respect to such Lender or its Affiliates (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential). In
addition, the Administrative Agent and the Lenders may disclose the existence of
this Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry, and service providers to the
Administrative Agent and the Lenders in connection with the administration and
management of this Agreement, the other Loan Documents, the Commitments, and the
Credit Extensions. For the purposes of this Section, "Information" means all
information received from or on behalf of any Loan Party or any of its
Subsidiaries relating to any Loan Party or any of its Subsidiaries or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by any Loan Party. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person

<PAGE>

has exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.
Notwithstanding anything herein to the contrary, "Information" shall not
include, and the Administrative Agent and each Lender may disclose without
limitation of any kind, any information with respect to the "tax treatment" and
"tax structure" (in each case, within the meaning of Treasury Regulation Section
1.6011-4) of the transactions contemplated hereby and all materials of any kind
(including opinions or other tax analyses) that are provided to the
Administrative Agent or such Lender relating to such tax treatment and tax
structure; provided that with respect to any document or similar item that in
either case contains information concerning the tax treatment or tax structure
of the transaction as well as other information, this sentence shall only apply
to such portions of the document or similar item that relate to the tax
treatment or tax structure of the Loans, Letters of Credit, Credit-Linked
Letters of Credit and transactions contemplated hereby.

11.09    Set-off.

         In addition to any rights and remedies of the Lenders provided by law,
upon the occurrence and during the continuance of any Event of Default, each
Lender and any Affiliate of any Lender is authorized at any time and from time
to time, without prior notice to the Borrower or any other Loan Party, any such
notice being waived by the Borrower (on its own behalf and on behalf of each
Loan Party) to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held by, and other indebtedness at any time owing by, such Lender to or for
the credit or the account of the respective Loan Parties against any and all
Obligations owing to such Lender hereunder or under any other Loan Document, now
or hereafter existing, irrespective of whether or not the Administrative Agent
or such Lender shall have made demand under this Agreement or any other Loan
Document and although such Obligations may be contingent or unmatured or
denominated in a currency different from that of the applicable deposit or
indebtedness. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such set-off and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application.

11.10    Interest Rate Limitation.

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

11.11    Counterparts.

         This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

11.12    Integration.

         This Agreement, together with the other Loan Documents, comprises the
complete and integrated agreement of the parties on the subject matter hereof
and thereof and supersedes all prior agreements,

<PAGE>

written or oral, on such subject matter. In the event of any conflict between
the provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion of
supplemental rights or remedies in favor of the Administrative Agent or the
Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement. Each Loan Document was drafted with the joint participation of the
respective parties thereto and shall be construed neither against nor in favor
of any party, but rather in accordance with the fair meaning thereof.

11.13    Survival of Representations and Warranties.

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

11.14    Severability.

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

11.15    Tax Forms.

                  (a)      (i) Each Lender that is not a "United States person"
         within the meaning of Section 7701(a)(30) of the Internal Revenue Code
         (a "Foreign Lender") shall deliver to the Administrative Agent, prior
         to receipt of any payment subject to withholding under the Internal
         Revenue Code (or upon accepting an assignment of an interest herein),
         two duly signed completed copies of either IRS Form W-8BEN or any
         successor thereto (relating to such Foreign Lender and entitling it to
         an exemption from, or reduction of, withholding tax on all payments to
         be made to such Foreign Lender by the Borrower pursuant to this
         Agreement) or IRS Form W-8ECI or any successor thereto (relating to all
         payments to be made to such Foreign Lender by the Borrower pursuant to
         this Agreement) or such other evidence satisfactory to the Borrower and
         the Administrative Agent that such Foreign Lender is entitled to an
         exemption from, or reduction of, U.S. withholding tax, including any
         exemption pursuant to Section 871(h) or Section 881(c) of the Internal
         Revenue Code. Thereafter and from time to time, each such Foreign
         Lender shall (A) promptly submit to the Administrative Agent such
         additional duly completed and signed copies of one of such forms (or
         such successor forms as shall be adopted from time to time by the
         relevant United States taxing authorities) as may then be available
         under then current United States laws and regulations to avoid, or such
         evidence as is satisfactory to the Borrower and the Administrative
         Agent of any available exemption from or reduction of, United States
         withholding taxes in respect of all payments to be made to such Foreign
         Lender by the Borrower pursuant to this Agreement, (B) promptly notify
         the Administrative Agent of any change in circumstances which would
         modify or render invalid any claimed exemption or reduction, and (C)
         take such steps as shall not be materially disadvantageous to it, in
         the reasonable judgment of such Lender,

<PAGE>

         and as may be reasonably necessary (including the re-designation of its
         Lending Office) to avoid any requirement of applicable Laws that the
         Borrower make any deduction or withholding for taxes from amounts
         payable to such Foreign Lender.

                  (ii)     Each Foreign Lender, to the extent it does not act or
         ceases to act for its own account with respect to any portion of any
         sums paid or payable to such Lender under any of the Loan Documents
         (for example, in the case of a typical participation by such Lender),
         shall deliver to the Administrative Agent on the date when such Foreign
         Lender ceases to act for its own account with respect to any portion of
         any such sums paid or payable, and at such other times as may be
         necessary in the determination of the Administrative Agent (in the
         reasonable exercise of its discretion), (A) two duly signed completed
         copies of the forms or statements required to be provided by such
         Lender as set forth above, to establish the portion of any such sums
         paid or payable with respect to which such Lender acts for its own
         account that is not subject to U.S. withholding tax, and (B) two duly
         signed completed copies of IRS Form W-8IMY (or any successor thereto),
         together with any information such Lender chooses to transmit with such
         form, and any other certificate or statement of exemption required
         under the Internal Revenue Code, to establish that such Lender is not
         acting for its own account with respect to a portion of any such sums
         payable to such Lender.

                  (iii)    The Borrower shall not be required to pay any
         additional amount to any Foreign Lender under Section 3.01 or any
         indemnity payments under Section 3.01(c) (A) with respect to any Taxes
         required to be deducted or withheld on the basis of the information,
         certificates or statements of exemption such Lender transmits with an
         IRS Form W-8IMY pursuant to this Section 11.15(a) or (B) if such Lender
         shall have failed to satisfy the foregoing provisions of this Section
         11.15(a); provided that if such Lender shall have satisfied the
         requirement of this Section 11.15(a) on the date such Lender became a
         Lender or ceased to act for its own account with respect to any payment
         under any of the Loan Documents, nothing in this Section 11.15(a) shall
         relieve the Borrower of its obligation to pay any amounts pursuant to
         Section 3.01 in the event that, as a result of any change in any
         applicable law, treaty or governmental rule, regulation or order, or
         any change in the interpretation, administration or application
         thereof, such Lender is no longer properly entitled to deliver forms,
         certificates or other evidence at a subsequent date establishing the
         fact that such Lender or other Person for the account of which such
         Lender receives any sums payable under any of the Loan Documents is not
         subject to withholding or is subject to withholding at a reduced rate.

                  (iv)     The Administrative Agent may, without reduction,
         withhold any Taxes required to be deducted and withheld from any
         payment under any of the Loan Documents with respect to which the
         Borrower is not required to pay additional amounts under this Section
         11.15(a).

                  (b)      Upon the request of the Administrative Agent, each
         Lender that is a "United States person" within the meaning of Section
         7701(a)(30) of the Internal Revenue Code shall deliver to the
         Administrative Agent two duly signed completed copies of IRS Form W-9.
         If such Lender fails to deliver such forms, then the Administrative
         Agent may withhold from any interest payment to such Lender an amount
         equivalent to the applicable back-up withholding tax imposed by the
         Internal Revenue Code, without reduction.

                  (c)      If any Governmental Authority asserts that the
         Administrative Agent did not properly withhold or backup withhold, as
         the case may be, any tax or other amount from payments made to or for
         the account of any Lender, such Lender shall indemnify the
         Administrative Agent therefor, including all penalties and interest,
         any taxes imposed by any jurisdiction on the amounts payable to the
         Administrative Agent under this Section, and costs and

<PAGE>

         expenses (including Attorney Costs) of the Administrative Agent. The
         obligation of the Lenders under this Section shall survive the
         termination of the Aggregate Revolving Commitments, repayment of all
         other Obligations hereunder and the resignation of the Administrative
         Agent.

11.16    Replacement of Lenders.

                  Under any circumstances set forth herein providing that the
         Borrower shall have the right to replace a Lender as a party to this
         Agreement, the Borrower may, upon notice to such Lender and the
         Administrative Agent, replace such Lender by causing such Lender to
         assign its Commitment and outstanding Loans (with the assignment fee to
         be paid by the Borrower in such instance) pursuant to Section 11.07(b)
         to one or more other Lenders or Eligible Assignees procured by the
         Borrower; provided, however, that if the Borrower elects to exercise
         such right with respect to any Lender pursuant to Section 3.06(b), it
         shall be obligated to replace all Lenders that have made similar
         requests for compensation pursuant to Section 3.01 or 3.04. The
         Borrower shall (x) pay in full all principal, interest, fees and other
         amounts owing to such Lender through the date of replacement (including
         any amounts payable pursuant to Section 3.05), (y) provide appropriate
         assurances and indemnities (which may include letters of credit) to the
         L/C Issuer, the Credit-Linked L/C Issuer and the Swing Line Lender as
         each may reasonably require with respect to any continuing obligation
         to fund participation interests in any L/C Obligations, Credit-Linked
         L/C Obligations or any Swing Line Loans then outstanding, and (z)
         release such Lender from its obligations under the Loan Documents. Any
         Lender being replaced shall execute and deliver an Assignment and
         Assumption with respect to such Lender's Commitment and outstanding
         Loans and participations in L/C Obligations, Credit-Linked L/C
         Obligations and Swing Line Loans.

11.17    Governing Law.

         (a)      THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, the LAWS OF THE STATE OF NEW YORK applicable to agreements made
and to be performed entirely within such State; PROVIDED THAT THE PARTIES HERETO
SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

         (b)      ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT
OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY
HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO WAIVES PERSONAL
SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY
OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

11.18    Waiver of Right to Trial by Jury.

         EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN
DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR

<PAGE>

INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO
ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

11.19    Designated Senior Indebtedness.

         The Indebtedness evidenced by this Agreement is hereby specifically
designated as "Designated Senior Indebtedness" for purposes of the 2000
Subordinated Indenture and the other 2000 Convertible Subordinated Debentures
Documents, and the Indebtedness evidenced by this Agreement is hereby
specifically designated as "Designated Senior Indebtedness" for purposes of the
2003 Subordinated Indenture and the other 2003 Convertible Subordinated
Debentures Documents.

11.20    USA Patriot Act Notice.

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

                            [SIGNATURE PAGES FOLLOW]

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

BORROWER:                               QUANTA SERVICES, INC.,
                                        a Delaware corporation

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

GUARANTORS:                             ARBY CONSTRUCTION, INC.
                                        AUSTIN TRENCHER, INC.
                                        CCLC, INC.
                                        CONTI COMMUNICATIONS, INC.
                                        CROCE ELECTRIC COMPANY, INC.
                                        DILLARD SMITH CONSTRUCTION COMPANY
                                        DRIFTWOOD ELECTRICAL CONTRACTORS, INC.
                                        GLOBAL ENERCOM MANAGEMENT, INC.
                                        GOLDEN STATE UTILITY CO.
                                        H.L. CHAPMAN PIPELINE CONSTRUCTION, INC.
                                        HAINES CONSTRUCTION COMPANY
                                        MANUEL BROS., INC.
                                        MEARS GROUP, INC.
                                        NETWORK ELECTRIC COMPANY
                                        NORTH PACIFIC CONSTRUCTION CO., INC.
                                        NORTH SKY COMMUNICATIONS, INC.
                                        PARKSIDE SITE & UTILITY COMPANY
                                                CORPORATION
                                        PARKSIDE UTILITY CONSTRUCTION CORP.
                                        PWR FINANCIAL COMPANY
                                        QPC, INC.
                                        QSI, INC.
                                        QUANTA HOLDINGS, INC.
                                        QUANTA GOVERNMENT SERVICES, INC.
                                        QUANTA LI ACQUISITION, INC.
                                        QUANTA LIV ACQUISITION, INC.
                                        QUANTA LVII ACQUISITION, INC.
                                        QUANTA LVIII ACQUISITION, INC.
                                        QUANTA LIX ACQUISITION, INC.
                                        QUANTA LX ACQUISITION, INC.
                                        QUANTA LXI ACQUISITION, INC.
                                        QUANTA LXII ACQUISITION, INC.
                                        QUANTA LXIII ACQUISITION, INC.
                                        QUANTA LXIV ACQUISITION, INC.
                                        QUANTA LXV ACQUISITION, INC.,
                                        each a Delaware corporation

                                        By:  /s/ Dana A. Gordon
                                             -----------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

<PAGE>

                                        QUANTA LXVI ACQUISITION, INC.
                                        QUANTA LXVII ACQUISITION, INC.
                                        QUANTA LXVIII ACQUISITION, INC.
                                        QUANTA LXIX ACQUISITION, INC.
                                        QUANTA LXX ACQUISITION, INC.
                                        QUANTA LXXI ACQUISITION, INC.
                                        QUANTA LXXII ACQUISITION, INC.
                                        QUANTA LXXIII ACQUISITION, INC.
                                        QUANTA UTILITY INSTALLATION CO., INC.
                                        R.A. WAFFENSMITH & CO., INC.
                                        SOUTHEAST PIPELINE CONSTRUCTION, INC.
                                        SOUTHWESTERN COMMUNICATIONS, INC.
                                        SPALJ CONSTRUCTION COMPANY
                                        SUMTER UTILITIES, INC.
                                        TOM ALLEN CONSTRUCTION COMPANY
                                        TTGP, INC.
                                        TTLP, INC.
                                        TXLP, INC.
                                        UNDERGROUND CONSTRUCTION CO., INC.
                                        VCI TELCOM, INC.
                                        W.C. COMMUNICATIONS, INC.,
                                        each a Delaware corporation

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        ADVANCED TECHNOLOGIES AND
                                                INSTALLATION CORPORATION,
                                        ALLTECK LINE CONTRACTORS (USA), INC.
                                        MUSTANG LINE CONTRACTORS, INC.
                                        POTELCO, INC.,
                                        each a Washington corporation

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        BRADFORD BROTHERS, INC.
                                        TTM, INC.,
                                        each a North Carolina corporation

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

<PAGE>

                                        COMMUNICATION MANPOWER, INC.
                                        P.D.G. ELECTRIC COMPANY
                                        TRAWICK CONSTRUCTION
                                        COMPANY, INC., each a
                                        Florida corporation

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        CROWN FIBER COMMUNICATIONS, INC.,
                                        a Virginia corporation

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        ENVIRONMENTAL PROFESSIONAL ASSOCIATES,
                                                 LIMITED
                                        W.H.O.M. CORPORATION
                                        each a California corporation

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        FIVE POINTS CONSTRUCTION CO.
                                        MEJIA PERSONNEL SERVICES, INC.
                                        TRANS TECH ACQUISITION, INC.
                                        SOUTHWEST TRENCHING COMPANY, INC.
                                        each a Texas corporation

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name: Dana A. Gordon
                                        Title: Vice President

                                        INTERMOUNTAIN ELECTRIC, INC.,
                                        a Colorado corporation

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

<PAGE>

                                        IRBY CONSTRUCTION COMPANY,
                                        a Mississippi corporation

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        OLD LESCO CORPORATION, INC.
                                        a South Carolina corporation

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        METRO UNDERGROUND SERVICES, INC.
                                        PROFESSIONAL TELECONCEPTS, INC. (IL)
                                        each an Illinois corporation

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        PAR ELECTRICAL CONTRACTORS, INC.,
                                        a Missouri corporation

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        PROFESSIONAL TELECONCEPTS, INC. (NY),
                                        A New York corporation

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name: Dana A. Gordon
                                        Title: Vice President

                                        THE RYAN COMPANY, INC.,
                                        a Massachusetts corporation

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

<PAGE>

                                        UTILCO, INC.,
                                        a Georgia corporation

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        QDE, LLC
                                        QUANTA DELAWARE, INC.
                                        QUANTA ASSET MANAGEMENT LLC
                                        each a Delaware limited liability
                                          company

                                        By: /s/ Linda Bubacz
                                            ------------------------------------
                                        Name:  Linda Bubacz
                                        Title: President

                                        TOTAL QUALITY MANAGEMENT LLC,
                                        a Delaware limited liability company
                                        COAST TO COAST, LLC,
                                        a California limited liability company

                                        By: Environmental Professional
                                            Associates, Limited, Its Member

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        NORTHERN LINE LAYERS, LLC,
                                        a Delaware limited liability company

                                        By: PAR Electrical Contractors, Inc.,
                                            Its Member

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

<PAGE>

                                        DOT 05, LLC
                                        TJADER, L.L.C.
                                        OKAY CONSTRUCTION COMPANY, LLC
                                        each a Delaware limited liability
                                           company

                                        By:  Spalj Construction Company,
                                             Its Member

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        LAKE NORMAN PIPELINE, LLC,
                                        a North Carolina limited liability
                                           company

                                        By: Bradford Brothers, Inc.,
                                            Its Member

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        MEARS/CPG, LLC
                                        MEARS ENGINEERING, LLC
                                        MEARS/HDD, LLC
                                        MEARS SERVICES, LLC
                                        each a Michigan limited liability
                                           company

                                        By: Mears Group, Inc., The Sole Member
                                            of each of the foregoing limited
                                            liability companies

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        S.K.S. PIPELINERS, LLC,
                                        a Delaware limited liability company

                                        By: Arby Construction, Inc., Its Member

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

<PAGE>

                                        TNS-VA, LLC,
                                        a Delaware limited liability company

                                        By: Professional Teleconcepts, Inc. (NY)
                                            Its Member

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        LINECO LEASING, LLC,
                                        a Washington limited liability company

                                        By: Mustang Line Contractors, Inc.,
                                            Its Member

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        AIRLAN TELECOM SERVICES, L.P.
                                        NORTH HOUSTON POLE LINE, L.P.
                                        LINDSEY ELECTRIC, L.P.
                                        DIGCO UTILITY CONSTRUCTION, L.P.
                                        each a Texas limited partnerships

                                        By: Mejia Personnel Services, Inc.,
                                            Its General Partner

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        QUANTA SERVICES MANAGEMENT
                                                PARTNERSHIP, L.P.
                                        QUANTA ASSOCIATES, L.P.
                                        each a Texas limited partnerships

                                        By: QSI, Inc., Its General Partnership

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

<PAGE>

                                        TRANS TECH ELECTRIC, L.P.,
                                        a Texas limited partnership

                                        By: TTGP, Inc., Its General Partner

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        PWR NETWORK, LLC,
                                        a Delaware limited liability company

                                        By: PWR Financial Company,
                                            Its Sole Member

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        QUANTA RECEIVABLES, L.P.
                                        a Delaware limited partnership

                                        By: PWR Financial Company,
                                            Its General Partner

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

                                        Q RESOURCES, LLC
                                        a Delaware limited liability company

                                        By: Quanta Holdings, Inc., Its Member

                                        By: /s/ Dana A. Gordon
                                            ------------------------------------
                                        Name:  Dana A. Gordon
                                        Title: Vice President

<PAGE>

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

                                        By: /s/ Suzanne M. Paul
                                            ------------------------------------
                                        Name: Suzanne M. Paul
                                        Title: Vice President

LENDERS:                                BANK OF AMERICA, N.A.,
                                        as a Lender, L/C Issuer,
                                        Credit-Linked L/C Issuer
                                        and Awing Line Lender

                                        By: /s/ Gary L. Mingle
                                            ------------------------------------
                                        Name   Gary L. Mingle
                                        Title: Senior Vice President

                                        JPMORGAN CHASE,
                                        as Lender

                                        By: /s/ Robert Mendoza
                                            ------------------------------------
                                        Name:  Robert Mendoza
                                        Title: Vice President

                                        KZH PONDVIEW, LLC
                                        as Lender

                                        By: /s/ Dorian Herrera
                                            ------------------------------------
                                        Name:  Dorian Herrera
                                        Title: Authorized Agent

                                        KZH WATERSIDE, LLC,
                                        as Lender

                                        By: /s/ Dorian Herrera
                                            ------------------------------------
                                        Name:  Dorian Herrera
                                        Title: Authorized Agent

                                        KZH SOLEIL, LLC,
                                        as Lender

                                        By: /s/ Dorian Herrera
                                            ------------------------------------
                                        Name:  Dorian Herrera
                                        Title: Authorized Agent
<PAGE>

                                Schedule 1.01(a)

                                  DISPOSITIONS

Any sale, transfer or other disposition of any of the following:

1. Accounts receivable from any of the following account debtors and/or any of
their respective affiliates, successors or assigns:

-        WorldCom, Inc.

-        Enron Corporation

-        Adelphia Communications

-        Resource Technology Corp.

2. The turbines held in Borrower's inventory as of the Closing Date.

3. One or more Linemaster(C) Robotic arms.

4. Any interest in underground passageways and all rights and appurtenances
appertaining thereto located generally in the City of San Francisco or any
interest therein.

5. Any interest in telecommunication lines and all rights and appurtenances
appertaining thereto, consisting of fiber optic cable, conduit, pipes, vaults,
structures, and associated facilities located on a line in the Utah Department
of Transportation right of way generally along Bangerter Highway.

6. Any interest in ducts acquired in connection with the performance of work by
Northern Line Layers, Inc. for Metromedia Fiber Networks.

7. Any interest in underground passageways and all rights and appurtenances
appertaining thereto located generally (i) between the border dividing the
States of Minnesota and Wisconsin and the Cities of St. Paul and Minneapolis and
(ii) in the Cities of St. Paul and Minneapolis, or any interest therein.

<PAGE>

                               Schedule 1.01(b)(1)

                    EXISTING CREDIT-LINKED LETTERS OF CREDIT

<TABLE>
<CAPTION>
                                             Issuance       Expiry         L/C
Beneficiary                   Amount           Date          Date         Number
-----------                   ------           ----          ----         ------
<S>                      <C>                 <C>           <C>           <C>
Lumermans Mutual         $62,000,000.00      10/02/00      09/30/04      3029892
Merrill Lynch            $ 3,100,000.00      12/21/01      12/20/03      3044974
Bank of Nova Scotia      $ 4,050,000.00      04/23/02      04/11/04      3048269
Old Republic Ins. Co.    $24,400,000.00      02/26/03      02/28/04      3054499
                         --------------
Total                    $93,550,000.00
</TABLE>

<PAGE>

                               Schedule 1.01(b)(2)

                           EXISTING LETTERS OF CREDIT

<TABLE>
<CAPTION>
                                            Issuance       Expiry         L/C
Beneficiary                   Amount          Date          Date         Number
-----------                   ------          ----          ----         ------
<S>                      <C>                <C>           <C>            <C>
Liberty Mutual           $  500,529.00      12/13/99      01/02/04       3021358
City of Chicago          $  100,000.00      12/07/99      12/31/03       3021153
Travelers Insurance      $  649,000.00      12/13/99      01/02/04       3021320
Travelers Insurance      $1,063,000.00      07/12/00      07/31/04       3027468
Liberty Mutual           $  637,819.00      03/29/01      03/28/04       3036041
Travelers Insurance      $   60,000.00      06/06/01      06/06/04       3038333
City of Chicago          $  100,000.00      10/11/01      12/31/04       3041208
                         -------------
Total                    $3,110,348.00
</TABLE>

<PAGE>

                                Schedule 1.01(c)

                                PERMITTED CHARGES

All charges and expenses associated with (i) the Soule, Howell and Greenhalgh
arbitrations, (ii) the In re RTC bankruptcy matter, (iii) the Greenblatt
litigation and (iv) the IPWR litigation.

<PAGE>

                                  Schedule 2.01

                         COMMITMENTS AND PRO RATA SHARES

<TABLE>
<CAPTION>
                                           Pro Rata Share of                            Pro Rata Share of
                           Revolving          Revolving            Credit-Linked          Credit-Linked
       Lender             Commitment         Commitment              Deposit                 Deposit
       ------             ----------         ----------              -------                 -------
<S>                      <C>              <C>                      <C>                  <C>
Bank of America, N.A.    $25,000,000         71.428571428%         $145,500,000          97.000000000%
JPMorgan Chase           $10,000,000         28.571428571%
KZH Waterside LLC                                                  $  1,000,000           0.666666667%
KZH Pondview LLC                                                   $  1,000,000           0.666666667%
KZH Soleil LLC                                                     $  2,500,000           1.666666666%
                         -----------         -----------           ------------          ------------
Total                    $35,000,000                 100%          $150,000,000                   100%
                         -----------         -----------           ------------          ------------
</TABLE>

<PAGE>

                                  Schedule 6.10

                                    INSURANCE

                                 (see attached)

<PAGE>

<TABLE>
<CAPTION>
POLICY PERIOD           COVERAGE                          LIMITS                       DEDUCTIBLES
-------------           --------                          ------                       -----------
<S>            <C>                         <C>                                     <C>
03/01/03 -     WORKERS' COMPENSATION       Statutory except Monopolistic               $2,000,000
08/01/05

                                           States (OH,WA,WV,ND,WY)
               EMPLOYER'S LIABILITY        $1,000,000 per accident/$1,000,000
                                           policy limit Bodily Injury by Disease

                                           $ 750,000 each occurrence * $250,000
3/01/03 -      COMMERCIAL GENERAL          self-insured retention                      $1,000,000
08/01/05       LIABILITY
                                           $ 750,000 each occurrence * $250,000
                Personal and Advertising   self-insured retention
                Injury
                                           $ 750,000 each occurrence * $250,000
                Fire Damage Liability      self-insured retention
                                           $ 750,000 each occurrence * $250,000
                Products/Completed         self-insured retention
                Operations

                General Aggregate          $1,750,000 aggregate
                                           $20,000,000 policy aggregate
                Employee Benefits          $1,000,000 each employee & aggregate
                Liability

03/01/03 -     AUTO LIABILITY
08/01/05
                Bodily Injury & Property   $1,000,000 each accident CSL                $1,000,000
                Damage

03/01/03-      VOLUNTARY FOREIGN WORKERS'  Statutory State of Hire for U.S.                nil
08/01/05       COMP.                       Citizens
                                           Statutory Province of Hire for
                                           Canadians Statutory Country of
                                           Origin for Other Ex-Pats No WC
                                           coverage for local nationals
               REPATRIATION LIMIT          $500,000 Policy Limit                           nil
               EMPLOYER'S LIABILITY        $1,000,000 each accident for all                nil
                                           employees

03/01/03-      FOREIGN GENERAL LIABILITY   $1,000,000 each occurrence and                  nil
08/01/05       AND EXCESS AUTO LIABILITY   aggregate
                                           $1,000,000 each accident                    $ 25,000
                                                                                   or Xs of local policy

08/01/03 - 04  FIRST LAYER UMBRELLA        $35,000,000 each occurrence/aggregate           N/A
               LIABILITY
Claims Made     Excess of Employer's,
Policy          General,
                Auto, and Aircraft
                Liability Limits

08/01/03 - 04  SECOND LAYER UMBRELLA       $25,000,000 each occurrence/aggregate           N/A
               LIABILITY
                $25MM Excess of $35MM

08/01/03 - 04  THIRD LAYER UMBRELLA        $20,000,000 each occurrence/aggregate           N/A
               LIABILITY
                $20MM excess of $60MM

08/01/03 - 04  FOURTH LAYER UMBRELLA       $20,000,000 each occurrence/aggregate           N/A
               LIABILITY
                $20MM excess of $80MM

03/10/03 - 04  AIRCRAFT HULL AND
               LIABILITY
                Hull Physical Damage       Various values per schedule                $100/$1,000
                Liability for              $5MM combined single limit                      nil
                Owned/Scheduled
                Liability for Non-Owned    $10MM combined single limit                     nil
8/1/03-04       Excess liability for       $5MM excess of $5MM combined single
                Owned/Scheduled            limit
</TABLE>

<TABLE>
<CAPTION>
POLICY PERIOD           COVERAGE                     INSURER                     POLICY NUMBER
-------------           --------                     -------                     -------------
<S>            <C>                         <C>                            <C>
03/01/03 -     WORKERS' COMPENSATION                 Old Republic                 MWC108554 00
08/01/05
                                                                          (All states except state fund
                                                     Old Republic                    states)
               EMPLOYER'S LIABILITY



3/01/03 -      COMMERCIAL GENERAL                    Old Republic                MWZX 55734
08/01/05       LIABILITY

                Personal and Advertising
                Injury

                Fire Damage Liability

                Products/Completed
                Operations

                General Aggregate

                Employee Benefits
                Liability

03/01/03 -     AUTO LIABILITY                        Old Republic                MWTB 18597
08/01/05
                Bodily Injury & Property
                Damage

03/01/03-      VOLUNTARY FOREIGN WORKERS'  CE American Insurance Company             TBD
08/01/05       COMP.
                                                     (ACE)



               REPATRIATION LIMIT
               EMPLOYER'S LIABILITY


03/01/03-      FOREIGN GENERAL LIABILITY   CE American Insurance Company             TBD
08/01/05       AND EXCESS AUTO LIABILITY
                                                     (ACE)


08/01/03 - 04  FIRST LAYER UMBRELLA                  AEGIS                       X2059A1A02
               LIABILITY
Claims Made     Excess of Employer's,
Policy          General,
                Auto, and Aircraft
                Liability Limits

08/01/03 - 04  SECOND LAYER UMBRELLA               Steadfast Ins.               EIG930552101
               LIABILITY
                $25MM Excess of $35MM

08/01/03 - 04  THIRD LAYER UMBRELLA
               LIABILITY
                $20MM excess of $60MM              Royal Ins. Co.                P2HA021956

08/01/03 - 04  FOURTH LAYER UMBRELLA               Liberty Ins.              LQ1-B710181261-013
               LIABILITY
                $20MM excess of $80MM

03/10/03 - 04  AIRCRAFT HULL AND             Intercargo Ins. Co. and/or          NAC 3008292
               LIABILITY
                Hull Physical Damage              XL Specialty Ins. Co.
                Liability for
                Owned/Scheduled
                Liability for Non-Owned
8/1/03-04       Excess liability for        Clarendon National Ins. Co.              TBD
                Owned/Scheduled
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
POLICY PERIOD           COVERAGE                     LIMITS                      DEDUCTIBLES
-------------           --------                     ------                      -----------
<S>            <C>                          <C>                         <C>
08/01/03-04    PROPERTY
               CONTRACTOR'S EQUIPMENT       Stated Value per schedules  *10% of values damages subject to a
                                            to $25MM                    $50,000 minimum on all items except
                Newly Acquired Equipment    Included                    cranes, booms & jibs which is subject to
                Unscheduled Items Sublimit  Included                    to $100,000 minimum, all not to excess
                                                                        $250,000 per occurrence
                Rented Sublimit             $1.5MM per Item
                Flood                       $10MM Aggregate
               RIGGER'S LIABILITY (UTILCO   $250,000
               ONLY)
               INSTALLATION RISK            $25MM per project                      $50,000 Per Occur.
                                                                                        except:
               Transit                      $1.5MM                               Flood in Zone A - $250,000
               Temporary Storage            $5MM                          Earthquake in CA 5% with $250,000 min.
               Earthquake                   $10MM/$20MM aggr.excluding                Named Storm
                                            CA and zone 1 areas of      FL. and Puerto Rico: 5% with $500,000 min.
                                            ALand NV
               Earthquake - State of                                         All Others: 2.5% with $100,000 min.
               California and Zone 1
               areas of Alaska and Nevada   $10MM aggregate
               Flood                        $10MM Per Project/$20MM
                                            Aggregate
               Coastal Named Windstorm      $10MM Per Project/$20MM
                                            Aggregate
               Debris Removal               $1.5MM
               BUILDINGS & CONTENTS INCL.   $25MM blanket                            $10,000 except:
               EDP,
               Earthquake Sublimit          $10MM Aggregate              Flood - $25,000 with $250,000 In Zone A
               Windstorm                    $10MM Aggregate                Earthquake - $25,000 except 5% with
                                                                                $250,000 min.in CA
               Flood                        $10MM Aggregate             Named Storm - 2.5% with $100,000 minimum
                Newly Acquired Properties   $5MM                            on areas 25 miles from the coast
                Unnamed Locations           $500,000                    Except 5% with $500,000 minimum in Florida
                                                                                     and Puerto Rico
                Valuable Papers             $1MM
                Accounts Receivable         $1MM
               BUSINESS INTERRUPTION        $1MM
               EXTRA EXPENSE                $500,000
08/01/01 - 04  COMMERCIAL CRIME             $5MM aggregate                                $50,000
               Including Employee Theft,
               Premises,
               Transit, Depositors
               Forgery, Computer
               Theft & Funds Transfer
               Fraud, Third
               Parties, and Sub-limits
               for:
                Money Orders/Counterfeit    $1MM
                Currency
                Investigative Costs         $50,000
                Credit Card Forgery         $25,000
08/01/01 - 04  FIDUCIARY LIABILITY          $10MM each loss                               $25,000
               Including all                $10MM each policy period
               Employer-Sponsored
               Benefit Plans and their
               Trustees
02/01/03-      PROFESSIONAL LIABILITY       $10MM aggregate                              $100,000
02/01/04       (E&O)
02/01/03-      EXCESS PROFESSIONAL          $10MM excess of $10MM
02/01/04       LIABILITY
12/1/03-05     CONTRACTOR'S POLLUTION       $20MM aggregate                              $100,000
               LIABILITY

10/31/03-04    DIRECTORS' AND OFFICERS'     $35MM aggregate for the
               LIABILITY                    policy period
                Securities Claims                                                       $1,000,000
                Non-securities claims                                                   $1,000,000
10/31/03-04    EXCESS DIRECTORS' &          $5M aggregate excess of
               OFFICERS' LIABILITY          $35MM
</TABLE>

<TABLE>
<CAPTION>
POLICY PERIOD           COVERAGE                     INSURER        POLICY NUMBER
-------------           --------                     -------        -------------
<S>            <C>                          <C>                     <C>
08/01/03-04    PROPERTY                         Zurich American     MCP 3548287-01
               CONTRACTOR'S EQUIPMENT

                Newly Acquired Equipment
                Unscheduled Items Sublimi

                Rented Sublimit
                Flood
               RIGGER'S LIABILITY (UTILCO
               ONLY)
               INSTALLATION RISK

               Transit
               Temporary Storage
               Earthquake


               Earthquake - State of
               California and Zone 1
               areas of Alaska and Nevada
               Flood

               Coastal Named Windstorm

               Debris Removal
               BUILDINGS & CONTENTS INCL.
               EDP,
               Earthquake Sublimit
               Windstorm

               Flood
                Newly Acquired Properties
                Unnamed Locations

                Valuable Papers
                Accounts Receivable
               BUSINESS INTERRUPTION
               EXTRA EXPENSE
08/01/01 - 04  COMMERCIAL CRIME             Federal Ins.Co.(Chubb)    8158 55 11
               Including Employee Theft,
               Premises,
               Transit, Depositors
               Forgery, Computer
               Theft & Funds Transfer
               Fraud, Third
               Parties, and Sub-limits
               for:
                Money Orders/Counterfeit
                Currency
                Investigative Costs
                Credit Card Forgery
08/01/01 - 04  FIDUCIARY LIABILITY          Federal Ins.Co.(Chubb)    8158 55 11
               Including all
               Employer-Sponsored
               Benefit Plans and their
               Trustees
02/01/03-      PROFESSIONAL LIABILITY       Lexington Ins.Co.(AIG)    2173670
02/01/04       (E&O)
02/01/03-      EXCESS PROFESSIONAL          Greenwich Ins. Co.      XEC 000838602
02/01/04       LIABILITY
12/1/03-05     CONTRACTOR'S POLLUTION        Amer. International     CPO 6192192
               LIABILITY                      Spec.Lines Ins.Co.
                                                 (AISLIC) (AIG)
10/31/03-04    DIRECTORS' AND OFFICERS'               AEGIS           D2059A1A03
               LIABILITY
                Securities Claims
                Non-securities claims
10/31/03-04    EXCESS DIRECTORS' &           Steadfast Insurance    EOG9305521-01
               OFFICERS' LIABILITY
</TABLE>
<PAGE>

                                  Schedule 6.13

                                  SUBSIDIARIES


<TABLE>
<CAPTION>
                                                                                         OUTSTANDING
                                                                                          OPTIONS,
                                                                                          WARRANTS,
                                                                           ISSUER'S       RIGHTS OF                % OF
                                                                         JURISDICTION    CONVERSION     NO. OF   OWNERSHIP
                   ISSUER                             OWNER              OF FORMATION    OR PURCHASE    SHARES   INTEREST
                   ------                             -----              ------------    -----------    ------   --------
<S>                                        <C>                         <C>               <C>            <C>      <C>
Advanced Technologies and Installation        Quanta Services, Inc.       Washington         N/A          1,000     100%
Corporation

Airlan Telecom Services, L.P.                        QDE LLC                Texas            N/A           N/A       98%

Airlan Telecom Services, L.P.               Mejia Personnel Services,       Texas            N/A           N/A        2%
                                                      Inc.

Allteck Line Contractors (USA), Inc.          Quanta Services, Inc.       Washington         N/A            100     100%

Allteck Line Contractors, Inc.*               Quanta Services, Inc.    British Columbia      N/A          C-100     100%
                                                                                                          P-485

Arby Construction, Inc.                       Quanta Services, Inc.        Delaware          N/A          1,000     100%

Austin Trencher, Inc.                         Quanta Services, Inc.        Delaware          N/A          1,000     100%

Bradford Brothers, Incorporated               Quanta Services, Inc.     North Carolina       N/A          1,165     100%

CCLC, Inc.                                 Conti Communications, Inc.      Delaware          N/A          1,000     100%

Coast to Coast, LLC                        Environmental Professional     California         N/A           N/A      100%
                                               Associates, Limited
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                         OUTSTANDING
                                                                                          OPTIONS,
                                                                                          WARRANTS,
                                                                           ISSUER'S       RIGHTS OF                % OF
                                                                         JURISDICTION    CONVERSION     NO. OF   OWNERSHIP
                   ISSUER                             OWNER              OF FORMATION    OR PURCHASE    SHARES   INTEREST
                   ------                             -----              ------------    -----------    ------   --------
<S>                                        <C>                           <C>             <C>          <C>        <C>
Communication Manpower, Inc.               Trawick Construction, Inc.      Florida           N/A          1,000     100%

Conti Communications, Inc.                    Quanta Services, Inc.        Delaware          N/A          1,000     100%

Croce Electric Company, Inc.                  Quanta Services, Inc.        Delaware          N/A          1,000     100%

Crown Fiber Communications, Inc.              Quanta Services, Inc.        Virginia          N/A          1,000     100%

Digco Utility Construction, L.P.                     QDE LLC                Texas            N/A           N/A     99.9%

Digco Utility Construction, L.P.            Mejia Personnel Services,       Texas            N/A           N/A      0.1%
                                                      Inc.

Dillard Smith Construction Company            Quanta Services, Inc.        Delaware          N/A          1,000     100%

Dot 05, LLC                                Spalj Construction Company      Delaware          N/A           N/A      100%

Driftwood Electrical Contractors, Inc.        Quanta Services, Inc.        Delaware          N/A          1,000     100%

Environmental Professional Associates,        Quanta Services, Inc.       California         N/A      1,000,000     100%
Limited

Five Points Construction Co.                Underground Construction        Texas            N/A          4,093     100%
                                                    Co., Inc.

Global Enercom Management, Inc.               Quanta Services, Inc.        Delaware          N/A          1,000     100%

Golden State Utility Co.                      Quanta Services, Inc.        Delaware          N/A          1,000     100%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                         OUTSTANDING
                                                                                          OPTIONS,
                                                                                          WARRANTS,
                                                                           ISSUER'S       RIGHTS OF                % OF
                                                                         JURISDICTION    CONVERSION     NO. OF   OWNERSHIP
                   ISSUER                             OWNER              OF FORMATION    OR PURCHASE    SHARES   INTEREST
                   ------                             -----              ------------    -----------    ------   --------
<S>                                         <C>                         <C>              <C>            <C>      <C>
H. L. Chapman Pipeline Construction, Inc.     Quanta Services, Inc.        Delaware          N/A          1,000     100%

Haines Construction Company                   Quanta Services, Inc.        Delaware          N/A          1,000     100%

Intermountain Electric, Inc.                  Quanta Services, Inc.        Colorado          N/A          1,000     100%

Irby Construction Company                     Quanta Services, Inc.      Mississippi         N/A          1,000     100%

Lake Norman Pipeline, LLC                    Bradford Brothers, Inc.    North Carolina       N/A           N/A      100%

Lindsey Electric, L.P.                      North Houston Pole Line,        Texas            N/A           N/A     99.9%
                                                      L.P.

Lindsey Electric, L.P.                      Mejia Personnel Services,       Texas            N/A           N/A      0.1%
                                                      Inc.

Lineco Leasing, LLC                         Mustang Line Contractors,     Washington         N/A           N/A      100%
                                                      Inc.

Manuel Bros., Inc.                            Quanta Services, Inc.        Delaware          N/A          1,000     100%

Mears Canada Corp.*                             Mears Group, Inc.        Nova Scotia         N/A              1     100%

Mears Engineering, LLC                          Mears Group, Inc.          Michigan          N/A           N/A      100%

Mears Group, Inc.                             Quanta Services, Inc.        Delaware          N/A          1,000     100%

Mears HDD, LLC                                  Mears Group, Inc.          Michigan          N/A           N/A      100%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                         OUTSTANDING
                                                                                          OPTIONS,
                                                                                          WARRANTS,
                                                                           ISSUER'S       RIGHTS OF                % OF
                                                                         JURISDICTION    CONVERSION     NO. OF   OWNERSHIP
                   ISSUER                             OWNER              OF FORMATION    OR PURCHASE    SHARES   INTEREST
                   ------                             -----              ------------    -----------    ------   --------
<S>                                        <C>                           <C>             <C>            <C>      <C>
Mears Services, LLC                             Mears Group, Inc.          Michigan          N/A           N/A      100%

Mears/CPG, LLC                                  Mears Group, Inc.          Michigan          N/A           N/A      100%

Mearsmex S. de R.L. de C.V.*                    Mears Group, Inc.           Mexico           N/A           N/A       90%

Mearsmex S. de R.L. de C.V.*                     Mears/HDD, LLC             Mexico           N/A           N/A       10%

Mejia Personnel Services, Inc.                Quanta Services, Inc.         Texas            N/A          1,000     100%

Metro Underground Services, Inc.              Quanta Services, Inc.        Illinois          N/A          1,000     100%

Mustang Line Contractors, Inc.                Quanta Services, Inc.       Washington         N/A            500     100%

Network Electric Company                      Quanta Services, Inc.        Delaware          N/A          1,000     100%

North Houston Pole Line, L.P.                        QDE LLC                Texas            N/A           N/A     99.9%

North Houston Pole Line, L.P.               Mejia Personnel Services,       Texas            N/A           N/A      0.1%
                                                      Inc.

North Pacific Construction Co., Inc.,         Quanta Services, Inc.        Delaware          N/A          1,000     100%

North Sky Communications, Inc.                Quanta Services, Inc.        Delaware          N/A          1,000     100%

Northern Line Layers, LLC                        PAR Electrical            Delaware          N/A           N/A      100%
                                                Contractors, Inc.

Okay Construction Company, LLC             Spalj Construction Company      Delaware          N/A           N/A      100%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                         OUTSTANDING
                                                                                          OPTIONS,
                                                                                          WARRANTS,
                                                                           ISSUER'S       RIGHTS OF                % OF
                                                                         JURISDICTION    CONVERSION     NO. OF   OWNERSHIP
                   ISSUER                             OWNER              OF FORMATION    OR PURCHASE    SHARES   INTEREST
                   ------                             -----              ------------    -----------    ------   --------
<S>                                          <C>                        <C>              <C>            <C>      <C>
Old Lesco Corporation, Inc.                  Sumter Utilities, Inc.     South Carolina       N/A         10,000     100%

P.D.G. Electric Co.                           Quanta Services, Inc.        Florida           N/A          1,000     100%

PAR Electrical Contractors, Inc.              Quanta Services, Inc.        Missouri          N/A            200     100%

Par Internacional, S. de R.L. de C.V.*        Quanta Services, Inc          Mexico           N/A           N/A       50%

Par Internacional, S. de R.L. de C.V.*           Par Electrical             Mexico           N/A           N/A       50%
                                                Contractors, Inc.

Parkside Site and Utility Company             Quanta Services, Inc.        Delaware          N/A          1,000     100%
Corporation

Parkside Utility Construction Corp.           Quanta Services, Inc.        Delaware          N/A          1,000     100%

Potelco, Inc.                                 Quanta Services, Inc.       Washington         N/A              2     100%

Professional Teleconcepts, Inc.               Quanta Services, Inc.        Illinois          N/A            100     100%

Professional Teleconcepts, Inc.               Quanta Services, Inc.        New York          N/A            100     100%

PWR Financial Company                         Quanta Services, Inc.        Delaware          N/A           1000     100%

PWR Network, LLC                              PWR Financial Company        Delaware          N/A           N/A      100%

Q Resources, LLC                              Quanta Holdings, Inc.        Delaware          N/A           N/A      100%

QDE LLC                                       PWR Financial Company        Delaware          N/A           N/A      100%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                         OUTSTANDING
                                                                                          OPTIONS,
                                                                                          WARRANTS,
                                                                           ISSUER'S       RIGHTS OF                % OF
                                                                         JURISDICTION    CONVERSION     NO. OF   OWNERSHIP
                   ISSUER                             OWNER              OF FORMATION    OR PURCHASE    SHARES   INTEREST
                   ------                             -----              ------------    -----------    ------   --------
<S>                                         <C>                          <C>             <C>            <C>      <C>
QPC, Inc.                                     Quanta Services, Inc.        Delaware          N/A          1,000     100%

QSI, Inc.                                     Quanta Holdings, Inc.        Delaware          N/A          1,000     100%

Quanta Asset Management LLC                         QSI, Inc.              Delaware          N/A           N/A      100%

Quanta Associates, L.P.                     Quanta Asset Management,        Texas            N/A           N/A     99.9%
                                                       LLC

Quanta Associates, L.P.                             QSI, Inc.               Texas            N/A           N/A      0.1%

Quanta Delaware, Inc.                         Quanta Holdings, Inc.        Delaware          N/A          1,000     100%

Quanta Government Services, Inc.              Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta Holdings, Inc.                         Quanta Services, Inc.        Delaware          N/A          8,000     100%

Quanta LI Acquisition, Inc.                   Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta LIV Acquisition, Inc.                  Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta LIX Acquisition, Inc.                  Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta LVII Acquisition, Inc.                 Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta LVIII Acquisition, Inc.                Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta LX Acquisition, Inc.                   Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta LXI Acquisition, Inc.                  Quanta Services, Inc.        Delaware          N/A          1,000     100%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                         OUTSTANDING
                                                                                          OPTIONS,
                                                                                          WARRANTS,
                                                                           ISSUER'S       RIGHTS OF                % OF
                                                                         JURISDICTION    CONVERSION     NO. OF   OWNERSHIP
                   ISSUER                             OWNER              OF FORMATION    OR PURCHASE    SHARES   INTEREST
                   ------                             -----              ------------    -----------    ------   --------
<S>                                           <C>                        <C>             <C>            <C>      <C>
Quanta LXII Acquisition, Inc.                 Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta LXIII Acquisition, Inc.                Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta LXIV Acquisition, Inc.                 Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta LXIX Acquisition, Inc.                 Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta LXV Acquisition, Inc.                  Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta LXVI Acquisition, Inc.                 Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta LXVII Acquisition, Inc.                Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta LXVIII Acquisition, Inc.               Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta LXX Acquisition, Inc.                  Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta LXXI Acquisition, Inc.                 Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta LXXII Acquisition, Inc.                Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta LXXIII Acquisition, Inc.               Quanta Services, Inc.        Delaware          N/A          1,000     100%

Quanta Receivables, L.P.                             QDE LLC               Delaware          N/A           N/A       99%

Quanta Receivables, L.P.                        PWR Network, LLC           Delaware          N/A           N/A        1%

Quanta Services Management
Partnership, L.P.                            Quanta Delaware, Inc.         Texas             N/A           N/A       99%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                         OUTSTANDING
                                                                                          OPTIONS,
                                                                                          WARRANTS,
                                                                           ISSUER'S       RIGHTS OF                % OF
                                                                         JURISDICTION    CONVERSION     NO. OF   OWNERSHIP
                   ISSUER                             OWNER              OF FORMATION    OR PURCHASE    SHARES   INTEREST
                   ------                             -----              ------------    -----------    ------   --------
<S>                                          <C>                       <C>               <C>            <C>      <C>
Quanta Services Management
Partnership, L.P.                                  QSI, Inc.               Texas             N/A           N/A        1%

Quanta Services of Canada Ltd.*               Quanta Services, Inc.    British Columbia      N/A           C-10     100%
                                                                                                        P-3,499

Quanta Utility Installation Company, Inc.     Quanta Services, Inc.        Delaware          N/A          1,000     100%

R.A. Waffensmith & Co., Inc.                  Quanta Services, Inc.        Delaware          N/A          1,000     100%

S.K.S. Pipeliners, LLC                       Arby Construction, Inc.       Delaware          N/A           N/A      100%

Servicios Par Electric, S.                    Quanta Services, Inc.         Mexico           N/A           N/A       50%
de R.L. de C.V.*

Servicios Par Electric, S.                       Par Electrical             Mexico           N/A           N/A       50%
de R.L. de C.V.*
                                                Contractors, Inc.

Southeast Pipeline Construction, Inc.         Quanta Services, Inc.        Delaware          N/A          1,000     100%

Southwest Trenching, Inc.                     Quanta Services, Inc.         Texas            N/A          1,000     100%

Southwestern Communications, Inc.             Quanta Services, Inc.        Delaware          N/A          1,000     100%

Spalj Construction Company                    Quanta Services, Inc.        Delaware          N/A          1,000     100%

Sumter Utilities, Inc.                        Quanta Services, Inc.        Delaware          N/A          1,000     100%

The Ryan Company, Inc.                        Quanta Services, Inc.     Massachusetts        N/A          1,000     100%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                         OUTSTANDING
                                                                                          OPTIONS,
                                                                                          WARRANTS,
                                                                           ISSUER'S       RIGHTS OF                % OF
                                                                         JURISDICTION    CONVERSION     NO. OF   OWNERSHIP
                   ISSUER                             OWNER              OF FORMATION    OR PURCHASE    SHARES   INTEREST
                   ------                             -----              ------------    -----------    ------   --------
<S>                                        <C>                           <C>             <C>            <C>      <C>
Tjader, LLC                                Spalj Construction Company      Delaware          N/A           N/A      100%

TNS-VA, LLC                                Professional Teleconcepts,      Delaware          N/A           N/A      100%
                                                      Inc.

Tom Allen Construction Company                Quanta Services, Inc.        Delaware          N/A          1,000     100%

Total Quality Management Services, LLC     Environmental Professional      Delaware          N/A           N/A      100%
                                               Associates, Limited

Trans Tech Acquisition, Inc.                  Quanta Services, Inc.         Texas            N/A          1,000     100%

Trans Tech Electric, L.P.                          TTGP, Inc.               Texas            N/A           N/A        1%

Trans Tech Electric, L.P.                          TTLP, Inc.               Texas            N/A           N/A       99%

Trawick Construction Co., Inc.                Quanta Services, Inc.        Florida           N/A          1,000     100%

TTGP, Inc.                                    Quanta Services, Inc.        Delaware          N/A          1,000     100%

TTLP, Inc.                                    Quanta Services, Inc.        Delaware          N/A          1,000     100%

TTM, Inc.                                     Quanta Services, Inc.     North Carolina       N/A          1,000     100%

TXLP, Inc.                                    Quanta Services, Inc.        Delaware          N/A          1,000     100%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                         OUTSTANDING
                                                                                          OPTIONS,
                                                                                          WARRANTS,
                                                                           ISSUER'S       RIGHTS OF                % OF
                                                                         JURISDICTION    CONVERSION     NO. OF   OWNERSHIP
                   ISSUER                             OWNER              OF FORMATION    OR PURCHASE    SHARES   INTEREST
                   ------                             -----              ------------    -----------    ------   --------
<S>                                           <C>                        <C>             <C>            <C>      <C>
Underground Construction Co., Inc.            Quanta Services, Inc.        Delaware          N/A          1,000     100%

Utilco, Inc.                                  Quanta Services, Inc.        Georgia           N/A          1,000     100%

VCI Telcom, Inc.                              Quanta Services, Inc.        Delaware          N/A          1,000     100%

W. C. Communications, Inc.                    Quanta Services, Inc.        Delaware          N/A          1,000     100%

W.H.O.M. Corporation                          Quanta Services, Inc.       California         N/A          1,000     100%
</TABLE>

<PAGE>

                                  Schedule 6.17

                                    IP RIGHTS

QUANTA SERVICES, INC. - U.S. TRADEMARKS

<TABLE>
<CAPTION>
      MARK                   REG. NO.  REG. DATE   CLASS                      GOODS/SERVICES
      ----                   --------  ---------   -----                      --------------
<S>                         <C>        <C>         <C>     <C>
     QUANTA                 2,386,136  09/12/2000   37     Electrical contracting and maintenance services,
                                                           namely installation, repair and maintenance of
                                                           electric power transmission and distribution
                                                           lines, telecommunication and cable television
                                                           lines, highway lighting and erection of electric
                                                           substations, cellular telephone and microwave
                                                                               towers.

     QUANTA                 2,482,754  08/28/2001   42     Engineering and design services for others in the
                                                           field of electrical, video, security, fire, voice
                                                                           and data systems.

QUANTA SERVICES             2,410,600  12/05/2000   37     Electrical contracting and maintenance services,
                                                           namely installation, repair and maintenance of
                                                           electric power transmission and distribution
                                                           lines, telecommunication and cable television
                                                           lines, highway lighting and traffic control
                                                           systems, construction and erection of electric
                                                           substations, cellular telephone and microwave
                                                                              towers.

QUANTA SERVICES             2,410,599  12/05/2000   42     Engineering and design services for others in the
                                                           field of electrical, natural gas, video, security,
                                                                     fire, voice and data systems.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
      MARK                   REG. NO.  REG. DATE   CLASS                      GOODS/SERVICES
      ----                   --------  ---------   -----                      --------------
<S>                         <C>        <C>         <C>     <C>
Lightning Bolts in Fist     2,312,485  01/25/2000   37     Electrical contracting and maintenance services,
Design                                                     namely installation, repair and maintenance of
                                                           electric power transmission and distribution
                                                           lines, telecommunication and cable television
                                                           lines, highway lighting and erection of electric
                                                           substations, cellular telephone and microwave
                                                           towers.

Lightning Bolts in Fist     2,322,343  02/22/2000   42     Engineering and design services for others in the
Design                                                     field of electrical, video, security, fire, voice
                                                           and data systems.

PAR ELECTRICAL CONTRACTORS  1,987,917  07/23/1996   37     Engineering contracting services in the field of
and Lightning Bolts and                                    power transmission and distribution.
Fist Design
</TABLE>

SUBSIDIARIES - U.S. PATENTS

<TABLE>
<CAPTION>
                      PATENT                OWNER             U.S. PATENT NO.
                      ------                -----             ---------------
<S>                                  <C>                      <C>
POWERTRAIN FOR TRENCHING MACHINE     Austin Trencher, Inc.      5,664,347

UNDERGROUND CABLE ANODE              Mears/CPG, Inc.            5,743,675
INSTALLMENT SYSTEM
</TABLE>

<PAGE>

SUBSIDIARIES - U.S. TRADEMARKS

<TABLE>
<CAPTION>
                MARK                             OWNER                       REG. NO.           REG. DATE
                ----                             -----                       --------           ---------
<S>                                  <C>                                    <C>                 <C>
LE LINE EQUIPMENT SALES CO., INC.    Old Lesco Corporation, Inc.            2,696,981           03/18/03
ELECTRICAL DISTRIBUTORS and Design   (currently held of record
                                     in its former name, Line
                                     Equipment Sales Co., Inc.)

UC and Design                        Underground Construction               1,248,630           08/16/83
                                     Co., Inc.
</TABLE>

PATENT APPLICATIONS

<TABLE>
<CAPTION>
             PATENT                         APPLICANT                  OWNER                 APP. NO.           FILING DATE
             ------                         ---------                  -----                 --------           -----------
<S>                                  <C>                       <C>                          <C>                 <C>
Energized reconductor handling       Quanta Services, Inc.     Quanta Services, Inc.        60/498,707          08/29/2003
method and apparatus.
</TABLE>

<PAGE>

                                Schedule 6.20(a)

                           LOCATIONS OF REAL PROPERTY

<TABLE>
<CAPTION>
      LOAN PARTY/OWNER/LESSEE                                     ADDRESS                                       LEASED OR OWNED
      -----------------------                                     -------                                       ---------------
<S>                                          <C>                                                                <C>
Quanta Services, Inc.                        1360 Post Oak Blvd. Ste, 2100, Houston, TX 77056                       Leased
Airlan Telecom Installation, L.P.            431 W. Beford - Euless Rd., Hurst, TX 76053                            Leased
Arby Construction                            3N525 Powis Rd., Chicago, IL 60185                                     Leased
Arby Construction                            11712 Stateville Rd., Charlotte, NC 28078                              Leased
Arby Construction                            2708 Lefferson Rd., Youngstown, OH 45044                               Leased
Arby Construction                            1821 Old Bermuda 100, Chester, VA 23836                                Leased
Arby Construction                            N5473 County Rd. U, DePere, WI 54115                                   Leased
Arby Construction                            Donges Bay & Hwy 45, Germantown, WI 53022                              Leased
Arby Construction                            3196/3188 Manitowoc Road, Green Bay, WI 54311                          Leased
Arby Construction                            1215 Hickory Farm Lane, Green Bay, WI - no zip                         Leased
Arby Construction                            Cormier Avenue, Green Bay, WI 54304                                    Leased
Arby Construction                            1901 Badger, Kaukauna, WI 54130                                        Leased
Arby Construction                            19705-25 W. Lincoln Avenue, New Berlin, WI 53146                       Leased
Arby Construction                            Hwy 11, Union Grove, WI 53182                                          Leased
Advanced Technologies and Installation       20 N. Aviador, Camarillo, CA 93010                                     Leased
Corporation
Advanced Technologies and Installation       4935 Southfront Rd. Ste. F, Livermore, CA 94550                        Leased
Corporation
Advanced Technologies and Installation       10830 Guilford Road, Ste #303, Annapolis, MD 20701                     Leased
Corporation
Advanced Technologies and Installation       1340 Ninth Street, Units B&C, 9, Upland, CA 91786                      Leased
Corporation
Advanced Technologies and Installation       2454 Merrit Drive, Garland, TX 75041                                   Leased
Corporation
Advanced Technologies and Installation       655 N. Glenville, Ste. 155, Richardson, TX 75081                       Leased
Corporation
Advanced Technologies and Installation       4813 Pacific Hwy East, Fife, WA 98424                                  Leased
Corporation
Advanced Technologies and Installation       4813 Pacific Hwy East, Fife, WA 98424                                  Subleased
Corporation
</TABLE>

<PAGE>

<TABLE>
<S>                                          <C>                                                                    <C>
Conti Communications, Inc.                   1581 Lester Road, Suite B5, Conyers, GA 30012                          Leased
Conti Communications, Inc                    5 Johnson Drive, Raritan, NJ 08869                                     Leased
Croce Electric Company, Inc.                 2 Betty Street, Everett, MA 02149                                      Leased
Croce Electric Company, Inc.                 Robin Street, Everett, MA 02149                                        Leased
Croce Electric Company, Inc.                 1703 Plainfield Pike, Johnston, RI 02919                               Leased
Croce Electric Company, Inc.                 640 Ten Rod Road, Kingston, RI 02881                                   Leased
Croce Electric Company, Inc.                 421 Lincoln Avenue, Warwick, RI 02888                                  Leased
Crown Fiber Communications, Inc.             2520 Midpark Drive, Montgomery, AL 36109                               Leased
Crown Fiber Communications, Inc.             188 Chandalar Place, Pelham, AL 35124                                  Leased
Crown Fiber Communications, Inc.             1410 General Arts Rd., Conyers, GA 30012                               Leased
Crown Fiber Communications, Inc.             3070 Five Forks Trickum Rd., Lilburn, GA 30047                         Leased
Crown Fiber Communications, Inc.             5861 Columbus Rd., Macon, GA 31206                                     Leased
Crown Fiber Communications, Inc.             800 Satellite Blvd., Suwanee, GA 30024                                 Leased
Crown Fiber Communications, Inc.             1101 Swan Street, Terre Haute, IN 47807                                Leased
Crown Fiber Communications, Inc.             4976 West Pine Street, Mt. Airy, NC 27030                              Leased
Crown Fiber Communications, Inc.             704 Buffalo Shoals Rd., Statesville, NC 28677                          Leased
Crown Fiber Communications, Inc.             24 Cokesbury Rd., Lebanon, NJ 08833                                    Leased
Crown Fiber Communications, Inc.             399 Eberts Lane, York, PA 17403                                        Leased
Crown Fiber Communications, Inc.             681 Kershaw Street, Aiken, SC 29801                                    Leased
Crown Fiber Communications, Inc.             1315 West Avenue, Belton, TX 76513                                     Leased
Crown Fiber Communications, Inc.             11609 Shannon Drive, Fredericksburg, VA 22408                          Leased
Crown Fiber Communications, Inc.             4901 Waller Rd., Richmond, VA 23230                                    Leased
Crown Fiber Communications, Inc.             RR #1 Box 414 A, Clarksburg, WV 26408                                  Leased
Dillard Smith Construction Co.               2055 Christian Street, Clanton, AL 35045                               Leased
Dillard Smith Construction Co.               548/560 Lake Mirror Rd., College Park, GA 30349                        Leased
Dillard Smith Construction Co.               13233 State Route 80, Ashland, KY 41102                                Leased
Dillard Smith Construction Co.               4801 East Independence Blvd. #807, Charlotte, NC 28212                 Leased
Dillard Smith Construction Co.               4421 Malone Rd., Memphis, TN 38118                                     Leased
Dillard Smith Construction Co.               1020 West Hwy 11E., New Market, TN 37820                               Leased
Driftwood Electrical Contractors, Inc.       4585 US Hwy 27 North, Lancaster, KY 40444                              Leased
Driftwood Electrical Contractors, Inc.       3900 Crosby Drive, Lexington, KY 40515                                 Leased
Driftwood Electrical Contractors, Inc.       201 Hwy 80 West, London, KY 40741                                      Leased
Driftwood Electrical Contractors, Inc.       358 Fifth Avenue South, Baxter, TN 38544                               Leased
Environmental Professional Associates,       1593 Jamacha Rd., El Cajon, CA 92019                                   Leased
Limited
</TABLE>

<PAGE>

<TABLE>
<S>                                          <C>                                                                    <C>
Environmental Professional Associates        1257 Hassett Avenue, Yuba City, CA 95991                               Leased
Environmental Professional Associates        1441/1445 Garden Hwy., Yuba City, CA 95991                             Leased
Environmental Professional Associates        501 Silverado Trail, Napa, CA 94558                                    Leased
Global Enercom Management, Inc.              1500 S. Dairy Ashford, Ste. 240, Houston, TX 77077                     Leased
Global Enercom Management, Inc.              2500 Wilcrest Ste. 100, Houston, TX 77042                              Leased
Golden State Utility Co.                     2851 Bedford Land #156, Chino Hills, CA 91709                          Leased
Golden State Utility Co.                     3100 Chino Hills Parkway #134, Chino Hills, CA 91709                   Leased
Golden State Utility Co.                     Diamond Bar, CA - no physical address                                  Leased
Golden State Utility Co.                     14567 Arrow Hwy., Fontana, CA 92335                                    Leased
Golden State Utility Co.                     8766 Fruitridge Road, Sacramento, CA 95826                             Owned
Golden State Utility Co.                     266 Industrial Road, San Carlos, CA 94070                              Leased
Golden State Utility Co.                     390 Martin Avenue, Santa Clara, CA 95950                               Leased
Golden State Utility Co.                     10602 E. Mt. View, Selma, CA 93662                                     Leased
Golden State Utility Co.                     2007 W. Tuolumne Avenue, Turlock, CA 95380                             Leased
Golden State Utility Co.                     1209 Commerce Avenue, Woodland, CA 95776                               Leased
H.L. Chapman Pipeline Construction, Inc.     7555 FM 970, Florence, TX 76527                                        Leased
H.L. Chapman Pipeline Construction, Inc.     9250 FM 2243, Leander, TX 78641                                        Leased
Intermountain Electric, Inc.                 701 W. Mississippi Avenue, Denver, CO 80223                            Leased
Intermountain Electric, Inc.                 602 S. Lipan Street, Denver, CO 80223                                  Leased
Intermountain Electric, Inc.                 610 S. Lipan Street, Denver, CO 80223                                  Leased
Irby Construction Company                    104 Tierra Court, Dauphin Island, AL - no zip                          Leased
Irby Construction Company                    1279 Seminola Blvd., Casselberry, FL 32707                             Leased
Irby Construction Company                    228 S. Massachussetts, Lakeland, FL 33801                              Leased
Irby Construction Company                    Ballground GA - no physical address                                    Leased
Irby Construction Company                    11010 Florida Blvd., Walker, LA 70785                                  Leased
Irby Construction Company                    505/511 Beasley Street, Jackson, MS 39201                              Leased
Irby Construction Company                    727 S. State Street, Jackson, MS 39201                                 Leased
Irby Construction Company                    770 E. Silas Brown Street, Jackson, MS 39201                           Leased
</TABLE>

<PAGE>

<TABLE>
<S>                                          <C>                                                                    <C>
Irby Construction Company                    809 S. President Street, Jackson, MS 39201                             Leased
Irby Construction Company                    815 S. State Street, Jackson, MS 39201                                 Leased
Irby Construction Company                    815/817 S. Congress, Jackson, MS 39201                                 Leased
Irby Construction Company                    823 S. State Street, Jackson, MS 39201                                 Leased
Irby Construction Company                    839 S. State Street, Jackson, MS 39201                                 Leased
Irby Construction Company                    900 S. West Street, Jackson, MS 39201                                  Leased
Irby Construction Company                    901 S. West Street, Jackson, MS 39201                                  Leased
Irby Construction Company                    530 Old Hwy 49 South, Richland, MS 39218                               Leased
Irby Construction Company                    901/903 S. President, Jackson, MS 39201                                Leased
Irby Construction Company                    51 S. Buel Street, Eureka, NV 89316                                    Leased
Irby Construction Company                    5127 Port Entry, San Antonio, TX 78222                                 Leased
Manuel Bros. Inc.                            908 Taylorville Rd. #104, Grass Valley, CA 95949                       Leased
Manuel Bros. Inc.                            480 Roseville Rd., Roseville, CA 95678                                 Leased
Manuel Bros. Inc.                            3610 Bassett Street, Santa Clara, CA 95054                             Leased
Manuel Bros. Inc.                            710 N. George Washington Blvd., Yuba City, CA 95993                    Leased
Mears Group, Inc.                            8525 East Pinnacle Peak, Ste. #135, Scotsdale, AZ 85255                Leased
Mears Group, Inc.                            31-B Beta Ct., San Ramon, CA 94583                                     Leased
Mears Group, Inc.                            2322A 5th Street, Nisku, Alberta, Canada T9E8J1                        Leased
Mears Group, Inc.                            901 Ridgeway Avenue, Aurora, IL 60506                                  Leased
Mears Group, Inc.                            6218 Miller Drive, Edwardsville, IL 62025                              Leased
Mears Group, Inc.                            3775 Tosovsky Lane, Edwardsville, IL 62025                             Leased
Mears Group, Inc.                            14808 W. 114th Terrace, Lenexa, KS 66215                               Leased
Mears Group, Inc.                            14809 W. 114th Terrace, Lenexa, KS 66215                               Subleased
Mears Group, Inc.                            4500 N. Mission, Rosebush, MI 48878                                    Leased
Mears Group, Inc.                            10850 Traverse Hwy., Traverse City, MI 49684                           Leased
Mears Group, Inc.                            521 N. Belt, #505, Houston, TX - no zip                                Leased
Mears Group, Inc.                            1855 Cullen, Suite 304/313, Pearland, TX 77581                         Leased
Mustang Line Contractors, Inc.               10220 N. Nevada, Ste.260, Spokane, WA 99218                            Leased
Mustang Line Contractors, Inc.               1907 McKenzie, Usk, WA 99180                                           Leased
Network Electric Company                     5425 Louie Lane, Reno, NV 89511                                        Leased
North Houston Pole Line, L.P.                200 Ida Road, Broussard, LA 70518                                      Leased
North Houston Pole Line, L.P.                481 Fortson Yard B, Shreveport, LA 71107                               Leased
North Houston Pole Line, L.P.                3502 S. Highway 6, Elk City, OK 73644                                  Leased
North Houston Pole Line, L.P.                4616 Oil Patch, Woodward, OK 73801                                     Leased
North Houston Pole Line, L.P.                1743 South Main, Giddings, TX 78942                                    Leased
</TABLE>

<PAGE>

<TABLE>
<S>                                          <C>                                                                    <C>
North Houston Pole Line, L.P.                7202 Irvington Blvd., Houston, TX 77022                                Leased
North Houston Pole Line, L.P.                15410 Henry Street, Houston, TX 77060                                  Leased
North Houston Pole Line, L.P.                1608 Margaret Street, Houston, TX 77093                                Leased
North Houston Pole Line, L.P.                Margaret/Hardy Street, Houston, TX 77093                               Leased
North Houston Pole Line, L.P.                Margaret/Skinner Road, Houston, TX 77093                               Leased
North Houston Pole Line, L.P.                1210/1224 Normandy Street, Houston, TX 77015                           Leased
North Houston Pole Line, L.P.                Gregg County Property, Kilgore, TX - no physical add.                  Leased
North Houston Pole Line, L.P.                3603 West Hwy 180, Mineral Wells, TX 76067                             Leased
North Sky Communications, Inc.               1661 San Marino Drive, Martinez, CA 94954                              Leased
North Sky Communications, Inc.               4225 Rose Biggi Way, Beaverton, OR 97005                               Leased
North Sky Communications, Inc.               3567 Hwy 101, Gearhart, OR 97138                                       Leased
North Sky Communications, Inc.               10710/10748 NE Simpson St., Portland, OR 97220                         Leased
North Sky Communications, Inc.               1411 Salem Ind. Dr. NE, Salem, OR 97303                                Leased
North Sky Communications, Inc.               10540 SW Tualatin Sherwood, Tualatin, OR 97062                         Leased
North Sky Communications, Inc.               Bainbrdige Island, WA - no physical address                            Leased
PAR Electrical Contractors, Inc.             5740 West Buckeye, Phoenix, AZ 85043                                   Leased
PAR Electrical Contractors, Inc.             2410 Vineyard, Escondido, CA 92029                                     Leased
PAR Electrical Contractors, Inc.             10771 Almond Avenue, Fontana, CA 92337                                 Leased
PAR Electrical Contractors, Inc.             5776 Stoneridge Mall, Pleasanton, CA 94588                             Leased
PAR Electrical Contractors, Inc.             41593 Winchester Road, Temelula, CA - no zip                           Leased
PAR Electrical Contractors, Inc.             1921 W. 11th St., Upland, CA 91786                                     Leased
PAR Electrical Contractors, Inc.             1416 Midway Road, Vacaville, CA 95688                                  Leased
PAR Electrical Contractors, Inc.             725 Tower Road, Aurora, CO 80015                                       Owned
PAR Electrical Contractors, Inc.             27 Iverness Drive East, Englewood, CO 80011                            Leased
PAR Electrical Contractors, Inc.             50 Fabrication Drive, Pueblo West, CO 81007                            Leased
PAR Electrical Contractors, Inc.             12 Northgate Drive, Windsor Locks, CT 06096                            Leased
PAR Electrical Contractors, Inc.             6432 Joliett Road, Countryside, IL 60525                               Leased
PAR Electrical Contractors, Inc.             Lot 1, Green St, Wrentham, MA - no zip                                 Leased
PAR Electrical Contractors, Inc.             Route 4, Berwick, ME 03901                                             Leased
PAR Electrical Contractors, Inc.             1 Route 236, Kittery, ME 03904                                         Leased
PAR Electrical Contractors, Inc.             Platte County, MO - no physical address                                Leased
PAR Electrical Contractors, Inc.             Barton County, MO - no physical address                                Owned
PAR Electrical Contractors, Inc.             6780 Trade Center Ave., Bottrell Subdivision, Billings, MO 59101       Leased
PAR Electrical Contractors, Inc.             4770 Belleview Ste. 300, Gladstone, MO 64116                           Leased
</TABLE>

<PAGE>

<TABLE>
<S>                                          <C>                                                                    <C>
PAR Electrical Contractors, Inc.             6840 NW 136th Street, Kansas City, MO 64164                            Leased
PAR Electrical Contractors, Inc.             241 South East 10th Ave., Kansas City, MO 64116                        Owned
PAR Electrical Contractors, Inc.             1440 Iron Street, N. Kansas City, MO 64116                             Owned
PAR Electrical Contractors, Inc.             1801 Iron Street, N. Kansas City, MO 64116                             Owned
PAR Electrical Contractors, Inc.             N. Kansas City, MO 64116                                               Owned
PAR Electrical Contractors, Inc.             3401 Tullison Rd., Riverside, MO 64150                                 Leased
PAR Electrical Contractors, Inc.             Clark County, Las Vegas, NV - no physical address                      Leased
PAR Electrical Contractors, Inc.             3940 E. Craig Rd. Ste. 101, Las Vegas, NV 89030                        Leased
PAR Electrical Contractors, Inc.             5005 Carey Ave., Las Vegas, NV 89115                                   Leased
PAR Electrical Contractors, Inc.             4415 Andrews St., Las Vegas, NV 89030                                  Leased
PAR Electrical Contractors, Inc.             1465 W. 4th St., Reno, NV 89503                                        Leased
PAR Electrical Contractors, Inc.             2332 RT 9 N, AuSable Forks, NY 12912                                   Leased
PAR Electrical Contractors, Inc.             29 Alder Street, Jay, NY 12941                                         Leased
PAR Electrical Contractors, Inc.             9 School Street, Jay, NY 12941                                         Leased
PAR Electrical Contractors, Inc.             4480 Bradley Road, Cleveland, OH 44109                                 Leased
PAR Electrical Contractors, Inc.             9925 E. Admiral PL., Tulsa, OK 74116                                   Leased
PAR Electrical Contractors, Inc.             9925 E. Admiral PL., Tulsa, OK 74116                                   Subleased
PAR Electrical Contractors, Inc.             2300 S. 3600 W., Salt Lake City, UT 84119                              Leased
Parkside Utility Construction Corp.          123 King Phillip Street, Johnston, RI 02919                            Leased
P.D.G. Electric Co.                          4419/4421 12th St. Ct. E, Brandenton, FL 34203                         Leased
P.D.G. Electric Co.                          2725 17th Street East, Palmetto, FL 34221                              Leased
Potelco, Inc.                                4940 Still Creek Avenue, Burnaby, BC V5C 4E4                           Leased
Potelco, Inc.                                9718 197 B Street, Langley, BC V1M 3G3                                 Leased
Potelco, Inc.                                1661 San Marino Drive, Martinez, CA 94954                              Leased
Potelco, Inc.                                508/512 S. Airport Blvd, S. San Francisco, CA 94080                    Leased
Potelco, Inc.                                2161 Oakland Rd., San Jose, CA 95131                                   Leased
Potelco, Inc.                                4225 Rose Biggi Way, Beaverton, OR 97005                               Leased
Potelco, Inc.                                3567 Hwy 101, Gearhart, OR 97138                                       Leased
Potelco, Inc.                                10748 NE Simpston Street, Portland, OR  97220                          Leased
Potelco, Inc.                                1411 Salem Ind. Drive NE, Salem, OR 97303                              Leased
Potelco, Inc.                                Bainbridge Island, WA - no physical address                            Leased
Potelco, Inc.                                13521 E. Trent Avenue, Spokane, WA 99208                               Leased
Potelco, Inc.                                14103 8th Street East, Sumner, WA 98390                                Leased
Professional Teleconcepts Group              5132 State Hwy 12, Norwich, NY 13815                                   Leased
Professional Teleconcepts Group              22590 Cedar Green Rd., Dulles, VA 20166                                Leased
</TABLE>

<PAGE>

<TABLE>
<S>                                          <C>                                                                    <C>
The Ryan Company, Inc.                       8245 Ronson Road, Ste. A, San Diego, CA 92111                          Leased
The Ryan Company, Inc.                       60/62 Reservoir Park Drive, Rockland, MA 02370                         Leased
The Ryan Company, Inc.                       25 Constitution Dr, Taunton, MA 02780                                  Leased
The Ryan Company, Inc.                       703 -1/2 West Apache Street, Farmington, NM 87401                      Leased
Southeast Pipeline Construction Inc.         245 N. Main, Jasper, GA 30143                                          Leased
Southeast Pipeline Construction Inc.         2270 Hwy 17, Richmond Hill, GA 31324                                   Leased
Spalj Construction Company                   24 Cook St, Billerica, MA 01821                                        Leased
Spalj Construction Company                   22360 County Rd. 12, Deerwood, MN 56444                                Leased
Spalj Construction Company                   208 North La Grand Ave., Princeton, MN 55371                           Leased
Spalj Construction Company                   2021 160th Ave., Princeton, MN 55371                                   Leased
Spalj Construction Company                   541 Industrial Blvd., New Richmond, WI 54017                           Leased
Sumter Utilities, Inc.                       550 Balmoral Circle N, Jacksonville, FL 32218                          Leased
Trans Tech Electric L.P.                     1726 W. Cypress, Tampa, FL 33606                                       Leased
Trans Tech Electric L.P.                     4601 Cleveland Ave., South Bend, IN 46628                              Leased
Trans Tech Electric L.P.                     318 N. Dixon Drive, Cary, NC 27513                                     Leased
Trawick Construction Co.                     Rt. 5 Hwy. 55 South, Andalusia, AL 36420                               Leased
Trawick Construction Co.                     8167 Hwy 231 South, Newton, AL 36360                                   Leased
Trawick Construction Co.                     1555 S. Blvd., Chipley, FL 32428                                       Leased
Trawick Construction Co.                     100 Hwy 196, Glennville, GA 30427                                      Leased
Trawick Construction Co.                     1874 Sylvester Hwy., Moultrie, GA 31768                                Leased
TTM, Inc.                                    6708 Benjamin Rd., Ste 300, Tampa, FL 33634                            Leased
TTM, Inc.                                    1800 Phoenix Blvd., Ste. 208, Atlanta, GA 30349                        Leased
TTM, Inc.                                    6135 Lakeview Rd., Ste. 500, Charlotte, NC 28269                       Leased
TTM, Inc.                                    120 Space Park Drive, Nashville, TN 37211                              Leased
Underground Construction Co. Inc.            1221 Airport Blvd., Santa Rosa, CA 95403                               Leased
Utilico, Inc.                                905 TyTy Omega Road, Tifton, GA 31794                                  Leased
R.A. Waffensmith & Co., Inc.                 3922 E. University Dr. Ste. E-7, Phoenix, AZ 85034                     Leased
R.A. Waffensmith & Co., Inc.                 8201 East Pacific Place, Units 501/502, Denver, CO 80231               Leased
R.A. Waffensmith & Co., Inc.                 15427 E. Fremont Drive, Englewood, CO 80112                            Leased
R.A. Waffensmith & Co., Inc.                 2809-C Broadbent Parkway NE, Albuquerque, NM 87107                     Leased
R.A. Waffensmith & Co., Inc.                 8201 S.  State St. Bldg. 3, Unit A&B, Midvale, UT 84047                Leased
R.A. Waffensmith & Co., Inc.                 8201 S.  State St. Bldg. 3, Unit A&B, Midvale, UT 84047                Subleased
W.C. Communications, Inc.                    712 & 714 South Date Avenue, Alhambra, CA 91803                        Leased
W.C. Communications, Inc.                    4032 California Street, Carmichael, CA 95608                           Leased
W.C. Communications, Inc.                    140 Meyers Street, Chico, CA 95928                                     Leased
</TABLE>

<PAGE>

<TABLE>
<S>                                          <C>                                                                    <C>
W.C. Communications, Inc.                    571 N. Palm Avenue, Hemet, CA 92543                                    Leased
W.C. Communications, Inc.                    38223 6th Street, Los Angeles, CA 93550                                Leased
W.C. Communications, Inc.                    24988 Felipe Road, Mission Vlejo, CA 92692                             Leased
W.C. Communications, Inc.                    5429 Satsuma Avenue N, Hollywood, CA 91601                             Leased
W.C. Communications, Inc.                    9815 Antelope North Road, Roseville, CA 95747                          Leased
W.C. Communications, Inc.                    900 W. Los Angeles Avenue, Simi Valley, CA 93065                       Leased
W.C. Communications, Inc.                    10901 Sherman Way, Sun Valley, CA 91352                                Leased
W.C. Communications, Inc.                    1921 W. 11th Street, Upland, CA  91786                                 Leased
W.C. Communications, Inc.                    2085 W. 11th Street, Upland, CA 91786                                  Leased
</TABLE>

<PAGE>

                                Schedule 6.20(b)

                     LOCATIONS OF TANGIBLE PERSONAL PROPERTY

Alabama
Alaska
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
Washington DC
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming

<PAGE>

                                Schedule 6.20(c)

                    LOCATION OF CHIEF EXECUTIVE OFFICE, ETC.

<TABLE>
<CAPTION>
           Loan Party              Jurisdiction of Incorporation         Chief Executive Office           TAX ID    Organization ID
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                            <C>                                   <C>         <C>
Advanced Technologies and
Installation Corporation                    Washington            655 Glennville                        91-1528002  601 330 655
                                                                  Richardson, TX 75081
-----------------------------------------------------------------------------------------------------------------------------------
Airlan Telecom Services, L.P.               Texas                 431 West Bedford-Euless Road, Ste. F  75-2899094  137554-10
                                                                  Hurst, TX 76053
-----------------------------------------------------------------------------------------------------------------------------------
Allteck Line Contractors (USA),
Inc.                                        Washington            4940 Still Creek Avenue               98-0198185  601 955 593
                                                                  Burnaby, British Columbia
                                                                  Canada V5C 4E4
-----------------------------------------------------------------------------------------------------------------------------------
Arby Construction Company, Inc.             Delaware              19705 W. Lincoln Avenue               76-0605516  3051554
                                                                  New Berlin, WI 53146
-----------------------------------------------------------------------------------------------------------------------------------
Austin Trencher, Inc.                       Delaware              9250 FM 2243                          76-0598342  3011775
                                                                  Leander, TX 78641
-----------------------------------------------------------------------------------------------------------------------------------
Bradford Brothers, Incorporated             North Carolina        11712 Statesville Road                56-0867769  14630
                                                                  Huntersville, NC 28078
-----------------------------------------------------------------------------------------------------------------------------------
CCLC, Inc.                                  Delaware              5 Johnson Drive, Ste. 4               74-2947665  3177733
                                                                  Raritan, NJ 08869
-----------------------------------------------------------------------------------------------------------------------------------
Coast to Coast, LLC                         California            1441 Garden Highway                   68-0386826  101996198021
                                                                  Yuba City, CA 95991
-----------------------------------------------------------------------------------------------------------------------------------
Communication Manpower, Inc.                Florida               1555 South Blvd.                      59-3371172  P96000016106
                                                                  Chipley, FL 32428
-----------------------------------------------------------------------------------------------------------------------------------
Conti Communications, Inc.                  Delaware              5 Johnson Drive, Ste. 4               76-0605511  3051549
                                                                  Raritan, NJ 08869
-----------------------------------------------------------------------------------------------------------------------------------
Croce Electric Company, Inc.                Delaware              2 Betty Street                        76-0605518  3051556
                                                                  Everett, MA 02149
-----------------------------------------------------------------------------------------------------------------------------------
Crown Fiber Communications, Inc.            Virginia              800 Satellite Blvd.                   54-1612812  0386581-3
                                                                  Suwanee, GA 30024
-----------------------------------------------------------------------------------------------------------------------------------
Digco Utility Construction, L.P.            Delaware              1608 Margaret Street                  76-0612176  3074649
                                                                  Houston, TX 77093
-----------------------------------------------------------------------------------------------------------------------------------
Dillard Smith Construction
Company                                     Delaware              4001 Industry Dr.                     76-0589264  2958382
                                                                  Chattanooga, TN 37416
-----------------------------------------------------------------------------------------------------------------------------------
Dot 05, LLC                                 Delaware              22360 County Road 12                  N/A         3398043
                                                                  Deerwood, MN 56444
-----------------------------------------------------------------------------------------------------------------------------------
Driftwood Electrical Contractors,
Inc.                                        Delaware              2004 Stanford road                    76-0589278  2958408
                                                                  Lancaster, KY 40444
-----------------------------------------------------------------------------------------------------------------------------------
Environmental Professional
Associates, Limited                         California            1441 Garden Highway                   68-0248659  1686969
                                                                  Yuba City, CA 95991
-----------------------------------------------------------------------------------------------------------------------------------
Five Points Construction Co.                Texas                 5145 Industrial Way                   94-2738636  554558-00
                                                                  Benicia, CA 94510
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       1


                                Schedule 6.20(c)

                    LOCATION OF CHIEF EXECUTIVE OFFICE, ETC.

<TABLE>
<CAPTION>
           Loan Party              Jurisdiction of Incorporation         Chief Executive Office           TAX ID    Organization ID
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                            <C>                                   <C>         <C>
Global Enercom Management, Inc.             Delaware              2500 Wilcrest Dr., Ste. 100           76-0598339  3011772
                                                                  Houston, TX 77042
-----------------------------------------------------------------------------------------------------------------------------------
Golden State Utility Co.                    Delaware              2007 West Tuolomne Rd.                76-0567490  2880189
                                                                  Turlock, CA 95380
-----------------------------------------------------------------------------------------------------------------------------------
H.L. Chapman Pipeline
Construction, Inc.                          Delaware              9250 FM 2243                          76-0598341  3011774
                                                                  Leander, TX 78641
-----------------------------------------------------------------------------------------------------------------------------------
Haines Construction Company                 Delaware              200 Ida Road                          76-0605500  3051569
                                                                  Broussard, LA 70518
-----------------------------------------------------------------------------------------------------------------------------------
Intermountain Electric, Inc.                Colorado              602 South Lipan Street                84-0906573  19871509304
                                                                  Denver, CO 80223
-----------------------------------------------------------------------------------------------------------------------------------
Irby Construction Company                   Mississippi           817 S. State Street                   64-0902002  1015306
                                                                  Jackson, MS 39201
-----------------------------------------------------------------------------------------------------------------------------------
Lake Norman Pipeline, LLC                   North Carolina        11712 Statesville Road                N/A         C-0459956
                                                                  Huntersville, NC 28078
-----------------------------------------------------------------------------------------------------------------------------------
Lindsey Electric, L.P.                      Texas                 1608 Margaret Street                  02-0557008  800040851
                                                                  Houston, TX 77093
-----------------------------------------------------------------------------------------------------------------------------------
Lineco Leasing, LLC                         Washington            10220 N. Nevada, Ste. 260             91-1798246  601 782 819
                                                                  Spokane, WA 99218
-----------------------------------------------------------------------------------------------------------------------------------
Manuel Bros., Inc.                          Delaware              908 Taylorville Road, Ste. 104        76-0577087  2923002
                                                                  Grass Valley, CA 95949
-----------------------------------------------------------------------------------------------------------------------------------
Mears Engineering, LLC                      Michigan              4500 N. Mission Road                  N/A         B38842
                                                                  Rosebush, MI 48878
-----------------------------------------------------------------------------------------------------------------------------------
Mears Group, Inc.                           Delaware              4500 N. Mission Road                  76-0612167  3074660
                                                                  Rosebush, MI 48878
-----------------------------------------------------------------------------------------------------------------------------------
Mears Services, LLC                         Michigan              4500 N. Mission Road                  N/A         B40-214
                                                                  Rosebush, MI 48878
-----------------------------------------------------------------------------------------------------------------------------------
Mears/CPG, LLC                              Michigan              4500 N. Mission Road                  N/A         B 40-215
                                                                  Rosebush, MI 48878
-----------------------------------------------------------------------------------------------------------------------------------
Mears/HDD, LLC                              Michigan              4500 N. Mission Road                  N/A         B40366
                                                                  Rosebush, MI 48878
-----------------------------------------------------------------------------------------------------------------------------------
Mejia Personnel Services, Inc.              Texas                 431 West Bedford-Euless Road, Ste. F  75-2575734  1339640
                                                                  Hurst, TX 76053
-----------------------------------------------------------------------------------------------------------------------------------
Metro Underground Services, Inc.            Illinois              901 Ridgeway Avenue                   36-4125701  5915-971-2
                                                                  Aurora, IL 60506
-----------------------------------------------------------------------------------------------------------------------------------
Mustang Line Contractors, Inc.              Washington            10220 N. Nevada, Ste. 260             91-1755825  601 760 127
                                                                  Spokane, WA 99218
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       2

<PAGE>

                                Schedule 6.20(c)

                    LOCATION OF CHIEF EXECUTIVE OFFICE, ETC.

<TABLE>
<CAPTION>
Loan Party                                Jurisdiction of Incorporation  Chief Executive Office          TAX ID      Organization ID
----------                                -----------------------------  ----------------------          ------      ---------------
<S>                                       <C>                            <C>                             <C>         <C>
Network Electric Company                  Delaware                       5425 Louis Lane                 76-0598345  3011791
                                                                         Reno, NV 89511
North Houston Pole Line, L.P.             Texas                          1608 Margaret Street            74-1675857  28182800
                                                                         Houston, TX 77093
North Pacific Construction Co., Inc.      Delaware                       2007 West Tuolomne Rd.          76-0577088  2917475
                                                                         Turlock, CA 95380
North Sky Communications, Inc.            Delaware                       120 N.E. 136th Avenue           76-0605490  3051560
                                                                         Vancouver, WA 98684
Northern Line Layers, LLC                 Delaware                       4770 North Belleview Avenue,    76-0589263  2958377
                                                                         Ste. 300 Kansas City, MO 64116
Okay Construction Company, LLC            Delaware                       208 Rum River Drive             76-0612169  3074659
                                                                         Princeton, MN 55371
Old Lesco Corporation, Inc.               South Carolina                 1890 Milford Street             57-0507185  20301301-8
                                                                         Charleston, SC 29405
P.D.G. Electric Co.                       Florida                        4421 12th Street Court East     59-1709471  512916
                                                                         Bradenton, FL 34203
PAR Electrical Contractors, Inc.          Missouri                       4770 North Belleview Avenue,    44-0591890  83692
                                                                         Ste. 300 Kansas City, MO 64116
Parkside Site and Utility Company         Delaware                       123 King Phillip Street         76-0612181  3074661
Corporation                                                              Johnston, RI 02919
Parkside Utility Construction Corp.       Delaware                       123 King Phillip Street         76-0612160  3074662
                                                                         Johnston, RI 02919
Potelco, Inc.                             Washington                     14103 8th Street East           91-0784248  278 047 572
                                                                         Sumner, WA 98390
Professional Teleconcepts, Inc.           Illinois                       Route 12 South                  36-3785874  5655-232-4
                                                                         Norwich, NY 13815
Professional Teleconcepts, Inc.           New York                       Route 12 South                  16-1246233  72042
                                                                         Norwich, NY 13815
PWR Financial Company                     Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0700118  3473374
                                                                         Houston, TX 77056
PWR Network, LLC                          Delaware                       1360 Post Oak Blvd., Ste. 2100  N/A         3474134
                                                                         Houston, TX 77056
Q Resources, LLC                          Delaware                       1360 Post Oak Blvd., Ste. 2100  N/A         3473371
                                                                         Houston, TX 77056
QDE, LLC                                  Delaware                       300 Delaware Avenue, Suite 900  N/A         3471430
                                                                         Wilmington, Delaware 19801
</TABLE>

                                        3
<PAGE>

                                Schedule 6.20(c)

                    LOCATION OF CHIEF EXECUTIVE OFFICE, ETC.

<TABLE>
<CAPTION>
Loan Party                                Jurisdiction of Incorporation  Chief Executive Office          TAX ID      Organization ID
----------                                -----------------------------  ----------------------          ------      ---------------
<S>                                       <C>                            <C>                             <C>         <C>
QPC, Inc.                                 Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0612164  3074663
                                                                         Houston, TX 77056
QSI, Inc.                                 Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0574731  2911792
                                                                         Houston, TX 77056
Quanta Asset Management LLC               Delaware                       300 Delaware Avenue, Suite 900  N/A         3471361
                                                                         Wilmington, Delaware 19801
Quanta Associates, L.P.                   Texas                          1360 Post Oak Blvd., Ste. 2100  73-1628097  800040556
                                                                         Houston, TX 77056
Quanta Delaware, Inc.                     Delaware                       300 Delaware Avenue, Suite 900  51-6508285  2914990
                                                                         Wilmington, Delaware 19801
Quanta Government Services, Inc.          Delaware                       1360 Post Oak Blvd., Ste. 2100  73-1684943  3051571
                                                                         Houston, TX 77056
Quanta Holdings, Inc.                     Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0700191  3475346
                                                                         Houston, TX 77056
Quanta LI Acquisition, Inc.               Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0612166  3074669
                                                                         Houston, TX 77056
Quanta LIV Acquisition, Inc.              Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0612162  3074670
                                                                         Houston, TX 77056
Quanta LIX Acquisition, Inc.              Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0644273  3233259
                                                                         Houston, TX 77056
Quanta LVII Acquisition, Inc.             Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0612165  3074664
                                                                         Houston, TX 77056
Quanta LVIII Acquisition, Inc.            Delaware                       1360 Post Oak Blvd., Ste. 2100  N/A         3074672
                                                                         Houston, TX 77056
Quanta LX Acquisition, Inc.               Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0644271  3233298
                                                                         Houston, TX 77056
Quanta LXI Acquisition, Inc.              Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0644272  3233297
                                                                         Houston, TX 77056
Quanta LXII Acquisition, Inc.             Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0644265  3233302
                                                                         Houston, TX 77056
Quanta LXIII Acquisition, Inc.            Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0644260  3233305
                                                                         Houston, TX 77056
Quanta LXIV Acquisition, Inc.             Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0644258  3233306
                                                                         Houston, TX 77056
Quanta LXIX Acquisition, Inc.             Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0644257  3233334
                                                                         Houston, TX 77056
</TABLE>

                                       4
<PAGE>

                                Schedule 6.20(c)

                    LOCATION OF CHIEF EXECUTIVE OFFICE, ETC.

<TABLE>
<CAPTION>
Loan Party                                Jurisdiction of Incorporation  Chief Executive Office          TAX ID      Organization ID
----------                                -----------------------------  ----------------------          ------      ---------------
<S>                                       <C>                            <C>                             <C>         <C>
Quanta LXV Acquisition, Inc.              Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0644263  3233310
                                                                         Houston, TX 77056
Quanta LXVI Acquisition, Inc.             Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0644270  3233317
                                                                         Houston, TX 77056
Quanta LXVII Acquisition, Inc.            Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0644266  3233326
                                                                         Houston, TX 77056
Quanta LXVIII Acquisition, Inc.           Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0644255  3233335
                                                                         Houston, TX 77056
Quanta LXX Acquisition, Inc.              Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0644269  3233337
                                                                         Houston, TX 77056
Quanta LXXI Acquisition, Inc.             Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0644259  3233344
                                                                         Houston, TX 77056
Quanta LXXII Acquisition, Inc.            Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0644264  3233341
                                                                         Houston, TX 77056
Quanta LXXIII Acquisition, Inc.           Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0644261  3233347
                                                                         Houston, TX 77056
Quanta Receivables, L.P.                  Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0700119  3474142
                                                                         Houston, TX 77056
Quanta Services, Inc.                     Delaware                       1360 Post Oak Blvd., Ste. 2100  74-2851603  2786882
                                                                         Houston, TX 77056
Quanta Services Management Partnership,   Texas                          1360 Post Oak Blvd., Ste. 2100  76-0574732  110116-10
L.P.                                                                     Houston, TX 77056
Quanta Utility Installation Company, Inc  Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0592449  2987930
                                                                         Houston, TX 77056
R.A. Waffensmith & Co., Inc.              Delaware                       2042 N. Kelty Rd.               76-0589266  2958387
                                                                         Franktown, CO 80116
S.K.S. Pipeliners, LLC                    Delaware                       19705 W. Lincoln Avenue         76-0605517  3051555
                                                                         New Berlin, WI 53146
Southeast Pipeline Construction, Inc.     Delaware                       245 N. Main Street              76-0612175  3074650
                                                                         Jasper, GA 30143
Southwest Trenching, Inc.                 Texas                          1608 Margaret Street            76-0106600  706733
                                                                         Houston, TX 77093
Southwestern Communications, Inc.         Delaware                       15427 E. Fremont Drive          76-0612171  3074653
                                                                         Englewood, CO 80112
Spalj Construction Company                Delaware                       22360 County Road 12            76-0567489  2880741
                                                                         Deerwood, MN 56444
</TABLE>

                                       5
<PAGE>

                                Schedule 6.20(c)

                    LOCATION OF CHIEF EXECUTIVE OFFICE, ETC.

<TABLE>
<CAPTION>
Loan Party                                Jurisdiction of Incorporation  Chief Executive Office          TAX ID      Organization ID
----------                                -----------------------------  ----------------------          ------      ---------------
<S>                                       <C>                            <C>                             <C>         <C>
Sumter Utilities, Inc.                    Delaware                       1151 North Pike West            76-0577089  2921852
                                                                         Sumter, SC 29153
The Ryan Company, Inc.                    Massachusetts                  25 Constitution Drive           04-2387367  704294
                                                                         Taunton, MA 02780
Tjader, LLC                               Delaware                       541 Industrial Blvd.            76-0654709  3255806
                                                                         New Richmond, WI 54017
TNS-VA, LLC                               Delaware                       Route 12 South                  N/A         3420551
                                                                         Norwich, NY 13815
Tom Allen Construction Company            Delaware                       3775 Tosovsky Lane              76-0589277  2958406
                                                                         Edwardsville, IL 62025
Total Quality Management Services, LLC    Delaware                       1441 Garden Highway             48-1278515  3562559
                                                                         Yuba City, CA 95991
Trans Tech Acquisition, Inc.              Texas                          1360 Post Oak Blvd., Ste. 2100  74-2983032  1606979
                                                                         Houston, TX 77056
Trans Tech Electric, L.P.                 Texas                          4601 Cleveland Rd.              35-1553093  146606-10
                                                                         South Bend, IN 46628
Trawick Construction Co.                  Florida                        1555 South Blvd.                59-0907078  240496
                                                                         Chipley, FL 32428
TTGP, Inc.                                Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0644267  3233374
                                                                         Houston, TX 77056
TTLP, Inc.                                Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0644262  3233400
                                                                         Houston, TX 77056
TTM, Inc.                                 North Carolina                 6135 Lakeview Road, Ste. 500    56-1356956  C-0400614
                                                                         Charlotte, NC 28269
TXLP, Inc,                                Delaware                       1360 Post Oak Blvd., Ste. 2100  76-0605507  3051548
                                                                         Houston, TX 77056
Underground Construction Co., Inc.        Delaware                       5145 Industrial Way             76-0575471  2915129
                                                                         Benicia, CA 94510
Utilco, Inc.                              Georgia                        905 Omega-Ty Ty Road            58-1435985  J104501
                                                                         Tifton, GA 31794
VCI Telcom, Inc.                          Delaware                       1921 West Eleventh Street       76-0589274  2958392
                                                                         Upland, CA 91786
W.C. Communications, Inc.                 Delaware                       1921 West Eleventh Street       76-0598348  3011796
                                                                         Upland, CA 91786
W.H.O.M. Corporation                      California                     1441 Garden Highway             77-0219510  1426029
                                                                         Yuba City, CA 95991
</TABLE>

                                       6
<PAGE>

                                  Schedule 8.01

                       LIENS EXISTING ON THE CLOSING DATE

         1. Liens to secure obligations of the Borrower under surety bonds
         provided in the ordinary course of business; and

         2. All of the following:

<TABLE>
<CAPTION>
      COMPANY                SECURED PARTY            JURISDICTION         TYPE OF FILING        FILING INFORMATION
      -------                -------------            ------------         --------------        ------------------
<S>                        <C>                     <C>                     <C>              <C>
PAR Electrical             Alcan Aluminum          Missouri Secretary of      Original      #20020113972J filed 10/15/02
Contractors, Inc.          Corporation             State

Quanta Services, Inc.      Altec Capital           Texas Secretary of         Original      #99-250408 filed 12/20/99
                           Services, LLC           State

Quanta Services, Inc.      Altec Capital           Texas Secretary of         Original      #99-250409 filed 12/20/99
                           Services, LLC           State

Quanta Services, Inc.      Altec Capital           Texas Secretary of         Original      #99-250550 filed 12/20/99
                           Services, LLC           State

Quanta Services, Inc.      Altec Capital           Texas Secretary of         Original      #00-479356 filed 4/19/00
                           Services, LLC           State

Quanta Services, Inc.      Altec Capital           Texas Secretary of         Original      #00-479357 filed 4/19/00
                           Services, LLC           State

Quanta Services, Inc.      Altec Capital           Texas Secretary of         Original      #02-0021801387 filed 3/7/02
                           Services, LLC           State

Crown Fiber                Altec Capital           Coffee Co., GA             Original      #034-2001-000359 filed 2/16/01
Communications, Inc.       Services, LLC

PAR Electrical             Associates              Illinois Secretary of      Original      #4252584 filed 8/17/00
Contractors, Inc.          Commercial              State
                           Corporation

PAR Electrical             Associates              Missouri Secretary of      Original      #4077122 filed 8/14/00
Contractors, Inc.          Commercial              State
                           Corporation

Dillard Smith              Associates First        Delaware Secretary         Original      #20574701 filed 2/11/02
Construction Company       Capital Corporation     of State

Dillard Smith              Associates First        Tennessee Secretary        Original      #302-005150 filed 2/5/02
Construction Company       Capital Corporation     of State

Dillard Smith              Associates First        Tennessee Secretary        Original      #302-015479 filed 3/26/02
Construction Company       Capital Corporation     of State

Mears HDD, LLC             Bank One Michigan       Michigan Secretary of      Original      #D613308 filed 1/27/00
                                                   State

Mears/CPG, Inc.            Bank One, Michigan      Michigan Secretary of      Original      #D613309 filed 1/27/00
                                                   State

PAR Electrical             BCL Capital             Nevada Secretary of        Original      #0108999 filed 6/19/01
Contractors, Inc.                                  State

Coast to Coast, LLC        Bee Tee Engine Sales,   California Secretary       Original      #009560104 filed 3/29/00
                           Inc.                    of State

Sumter Utilities, Inc.     Blanchard Machinery     South Carolina             Original      #1501324 filed 10/4/02
                           Company                 Secretary of State

Sumter Utilities, Inc.     Blanchard Machinery     South Carolina             Original      #1408088 filed 5/16/03
                           Company                 Secretary of State
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
      COMPANY                SECURED PARTY            JURISDICTION         TYPE OF FILING        FILING INFORMATION
      -------                -------------            ------------         --------------        ------------------
<S>                        <C>                     <C>                     <C>              <C>
Sumter Utilities, Inc.     Blanchard Machinery     South Carolina          Original         #0910232 filed 4/7/03
                           Company                 Secretary of State

Sumter Utilities, Inc.     Blanchard Machinery     South Carolina          Original         #1205188 filed 1/22/02
                           Company                 Secretary of State

Sumter Utilities, Inc.     Blanchard Machinery     South Carolina          Original         #110616C filed 3/9/01
                           Company                 Secretary of State

Sumter Utilities, Inc.     Blanchard Machinery     South Carolina          Original         #1408179 filed 5/16/03
                           Company                 Secretary of State

Bradford Brothers, Inc.    Briggs Construction     North Carolina          Original         #20030025813F filed 3/17/03
                           Equipment, Inc.         Secretary of State      ************     *******************
                                                                           Amendment        #20030088548K filed 9/2/03

Bradford Brothers,         Briggs Construction     North Carolina          Original         #20030023411H filed 3/10/03
Incorporated               Equipment, Inc.         Secretary of State

Trawick Construction       Canon Financial         Florida Secretary of    Original         #200100101846  0 filed 5/9/01
Company Inc.               Services, Inc.          State

PAR Electrical             Canyon State Oil        Arizona Secretary of    Original         #20011186461-4 filed 8/21/01
Contractors, Inc.          Company                 State

Bradford Brothers, Inc.    Carter Machinery Co.,   North Carolina          Original         #20030077097G filed 7/31/03
                           Inc.                    Secretary of State

Bradford Brothers, Inc.    Carter Machinery        North Carolina          Original         #20010524852C filed 9/21/01
                           Company, Inc.           Secretary of State

Bradford Brothers, Inc.    Carter Machinery        North Carolina          Original         #20020038512C filed 4/2/02
                           Company, Inc.           Secretary of State

Bradford Brothers,         Carter Machinery        North Carolina          Original         #20010508233E filed 8/6/01
Incorporated               Company, Inc.           Secretary of State

Bradford Brothers,         Carter Machinery        North Carolina          Original         #20010508065G filed 8/6/01
Incorporated               Company, Inc.           Secretary of State

Bradford Brothers, Inc.    Carter Machinery        North Carolina          Original         #20020085382C filed 8/5/02
                           Equipment, Inc.         Secretary of State

Bradford Brothers, Inc.    Carter Machinery, Inc.  North Carolina          Original         #200200974999L filed 9/9/02
                                                   Secretary of State

Golden State Utility Co.   Case Corporation        California Secretary    Original         #200115160788 filed 5/31/01
                                                   of State

Quanta Services, Inc.      Case Credit             Texas Secretary of      Original         #02-0021793064 filed 3/7/02
                           Corporation             State

Quanta Services, Inc.      Case Credit             Texas Secretary of      Original         #02-0028228286 filed 4/29/02
                           Corporation             State

Quanta Services, Inc.      Case Credit             Texas Secretary of      Original         #02-0034501823 filed 6/20/02
                           Corporation             State

Quanta Services, Inc.      Case Credit             Texas Secretary of      Original         #04-0044924047 filed 10/15/03
                           Corporation             State

Bradford Brothers, Inc.    Case Credit             North Carolina          Original         #20030085019K filed 8/22/03
                           Corporation             Secretary of State

Bradford Brothers, Inc.    Case Credit             North Carolina          Original         #20030085020A filed 8/22/03
                           Corporation             Secretary of State

Golden State Utility Co.   Case Credit             California Secretary    Original         #200115260347 filed 5/31/01
                           Corporation             of State

Potelco, Inc.              Case Credit             Washington Secretary    Original         #20010080073 filed 1/8/2001
                           Corporation             of State

Potelco, Inc.              Case Credit             Washington Secretary    Original         #20010080074 filed 1/8/2001
                           Corporation             of State

Potelco, Inc.              Case Credit             Washington Secretary    Original         #20010080075 filed 1/8/01
                           Corporation             of State

Potelco, Inc.              Case Credit             Washington Secretary    Original         #20010080078 filed 1/8/01
                           Corporation             of State
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
      COMPANY                SECURED PARTY            JURISDICTION         TYPE OF FILING        FILING INFORMATION
      -------                -------------            ------------         --------------        ------------------
<S>                        <C>                     <C>                     <C>              <C>
Potelco, Inc.              Case Credit             Washington Secretary       Original      #20011990085 filed 7/18/01
                           Corporation             of State

Trawick Construction       Case Credit             Florida Secretary of       Original      #200304881315 filed 9/5/03
Company, Inc.              Corporation             State

Dillard Smith              Caterpillar Financial   Tennessee Secretary        Original      #993-020411 filed 4/19/99
Construction Company       Services                of State

Haines Construction        Caterpillar Financial   Delaware Secretary of      Original      #10910302 filed 8/31/01
Company                    Services Corporation    State

Irby Construction Co       Caterpillar Financial   Mississippi Secretary      Original      #20030001397G filed 1/3/03
                           Services Corporation    of State

Irby Construction Company  Caterpillar Financial   Mississippi Secretary      Original      #20030004640M filed 1/7/03
                           Services Corporation    of State

Irby Construction Company  Caterpillar Financial   Mississippi Secretary      Original      #20030004799F  filed 1/7/03
                           Services Corporation    of State

Irby Construction Company  Caterpillar Financial   Mississippi Secretary      Original      #20030001414G filed 1/3/03
                           Services Corporation    of State

Irby Construction Company  Caterpillar Financial   Mississippi Secretary      Original      #20030001417K filed 1/3/03
                           Services Corporation    of State

Irby Construction Company  Caterpillar Financial   Mississippi Secretary      Original      #20030001665E filed 1/3/03
                           Services Corporation    of State

Irby Construction Company  Caterpillar Financial   Mississippi Secretary      Original      #01581338 filed 12/28/01
                           Services Corporation    of State

Irby Construction Company  Caterpillar Financial   Mississippi Secretary      Original      #01579042 filed 12/19/01
                           Services Corporation    of State

Irby Construction Company  Caterpillar Financial   Mississippi Secretary      Original      #01579433 filed 12/19/01
                           Services Corporation    of State

Irby Construction Company  Caterpillar Financial   Mississippi Secretary      Original      #01579435 filed 12/19/01
                           Services Corporation    of State

Irby Construction Company  Caterpillar Financial   Mississippi Secretary      Original      #01579434 filed 12/19/01
                           Services Corporation    of State

Irby Construction Company  Caterpillar Financial   Mississippi Secretary      Original      #01579432 filed 12/19/01
                           Services Corporation    of State

Irby Construction Company  Caterpillar Financial   Hinds County,              Original      #398368 filed 12/19/01
                           Services Corporation    Mississippi

Irby Construction Company  Caterpillar Financial   Hinds County,              Original      #398404 filed 12/20/01
                           Services Corporation    Mississippi

Irby Construction Company  Caterpillar Financial   Hinds County,              Original      #398405 filed 12/20/01
                           Services Corporation    Mississippi

Irby Construction Company  Caterpillar Financial   Hinds County,              Original      #398406 filed 12/20/01
                           Services Corporation    Mississippi

Irby Construction Company  Caterpillar Financial   Hinds County,              Original      #398658 filed 12/28/01
                           Services Corporation    Mississippi

Underground Construction   Caterpillar Financial   California Secretary       Original      #9918160445 filed 6/25/99
Co., Inc.                  Services Corporation    of State

Underground Construction   Caterpillar Financial   California Secretary       Original      #0029761451 filed 10/12/00
Co., Inc.                  Services Corporation    of State

Quanta Services, Inc.      CBL Capital             Delaware Secretary of      Original      #31379869 filed 5/6/03
                           Corporation             State

Irby Construction Company  CBL Capital             Mississippi Secretary      Original      #01561840 filed 10/4/01
                           Corporation             of State
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
      COMPANY                SECURED PARTY            JURISDICTION         TYPE OF FILING        FILING INFORMATION
      -------                -------------            ------------         --------------        ------------------
<S>                        <C>                     <C>                     <C>              <C>
Mustang Contractors, Inc.  CBL Capital             Washington Secretary    Original         #200313202676 filed 5/7/03
                           Corporation             of State

P.D.G. Electric Company    CBL Capital             Florida Secretary of    Original         #200303898281 filed 5/6/03
                           Corporation             State

Potelco, Inc.              CBL Capital             Washington Secretary    Original         #200313202669 filed 5/7/03
                           Corporation             of State

Dillard Smith              CCA Financial, LLC      Delaware Secretary of   Original         #32903626 filed 11/5/03
Construction Company                               State

Dillard Smith              Cecil I. Walker         North Carolina          Original         #20000021026 filed 2/28/00
Construction Company       Machinery Co.           Secretary of State

Dillard Smith              Cecil I. Walker         North Carolina          Original         #20000021025 filed 2/28/00
Construction Company       Machinery Co.           Secretary of State

Dillard Smith              Cecil I. Walker         North Carolina          Original         #20000021024 filed 2/28/00
Construction Company       Machinery Co.           Secretary of State

Dillard Smith              Cecil I. Walker         North Carolina          Original         #20000021023 filed 2/28/00
Construction Company       Machinery Co.           Secretary of State

Dillard Smith              Cecil I. Walker         Mecklenburg County,     Original         #200001772 filed 2/29/00
Construction Company       Machinery Co.           North Carolina

Dillard Smith              Cecil I. Walker         Mecklenburg County,     Original         #200001773 filed 2/29/00
Construction Company       Machinery Company       North Carolina

Bradford Brothers, Inc.    Charlotte Tractor       North Carolina          Original         #20030084776J filed 8/21/03
d/b/a Edwards Pipeline     Company                 Secretary of State
Company

Bradford Brothers, Inc.    Charlotte Tractor       North Carolina          Original         #20030084777K filed 8/21/03
d/b/a Edwards Pipeline     Company                 Secretary of State
Company

R.A. Waffensmith & Co.,    Clarity Credit          Colorado Secretary of   Original         #20012019935 M filed 3/14/01
Inc.                       Corporation             State

Trawick Construction Co.   Coastal Machinery Co    Florida Secretary of    Original         #990000268432 filed 11/29/99
Inc.                                               State

PAR Electrical             Colorado Machinery      Colorado Secretary of   Original         #2003F074233 filed 7/9/03
Contractors, Inc.                                  State

PAR Electrical             Construction            Nevada Secretary of     Original         #0102750 filed 2/26/01
Contractors, Inc.          Machinery, Inc.         State

Golden State Utility Co.   Continental Resources   California Secretary    Original         #199910260248 filed 4/2/99
                           Inc.                    of State

Golden State Utility Co.   Continental Resources   California Secretary    Original         #200003160553 filed 1/25/00
                           Inc.                    of State

The Ryan Company, Inc.     David C. Varisco        Plymouth County         Civil Trial-     Case 01 204624 filed 7/12/02
                                                   Superior Court,         Misc. Contract
                                                   Massachusetts

Golden State Utility Co.   Danielson               California Secretary    Original         #199907460676 filed 3/5/99
                           Construction, Inc.      of State

P.D.G. Electric Company    Deere Credit Inc.       Florida Secretary of    Original         #20020110832X filed 5/10/02
                                                   State

P.D.G. Electric Company    Deere Credit Inc.       Florida Secretary of    Original         #200200997511 filed 4/29/02
                                                   State
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
      COMPANY                SECURED PARTY            JURISDICTION         TYPE OF FILING            FILING INFORMATION
      -------                -------------            ------------         --------------            ------------------
<S>                        <C>                     <C>                     <C>                   <C>
P.D.G. Electric Company    Deere Credit, Inc.      Florida Secretary of    Original              #200304059399 filed 5/27/03
                                                   State

P.D.G. Electric Company    Deere Credit, Inc.      Florida Secretary of    Original              #200201141777 filed 5/15/02
                                                   State

P.D.G. Electric Company    Deere Credit, Inc.      Florida Secretary of    Original              #20020110832X filed 5/10/02
                                                   State

P.D.G. Electric Company    Deere Credit, Inc.      Florida Secretary of    Original              #200200997511 filed 4/29/02
                                                   State

P.D.G. Electric Company    Deere Credit, Inc.      Florida Secretary of    Original              #200201141777 filed 5/15/02
                                                   State

R.A. Waffensmith & Co.,    Deere Credit, Inc.      Colorado Secretary of   Original              #20002051097 C filed 6/5/00
Inc.                                               State

Croce Electric Company,    Eastern Bank            Massachusetts           Original              #98567217 filed 7/28/98
Inc.                                               Secretary of State      ***********           *****************
                                                                           continuation          #200321326870 filed 6/9/03

Manuel Bros., Inc.         Empire Equipment Co.    California Secretary    Original              #9906360115 filed 2/22/99
                           L.P.                    of State

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #91-040865 filed 3/6/91
Construction, Inc.         Credit                  State                   ***********           ***************
                                                                           continuation          #96-607331 filed 1/18/96
                                                                           **********            ***************
                                                                           partial release       #96-630825 filed 3/11/96
                                                                           **********            *****************
                                                                           partial release       #97-603526 filed 1/9/97
                                                                           ***********           ******************
                                                                           partial release       #97-720533 filed 10/2/97
                                                                           ************          ******************
                                                                           partial release       00-882398 filed 11/22/00
                                                                           ***********           *****************
                                                                           amendment/            #01-618611 filed 2/20/01
                                                                           continuation

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #90-014793 filed 1/22/90
Construction, Inc.         Credit Inc.             State                   ***********           ****************
                                                                           continuation          #94-741823 filed 11/28/94
                                                                           **********            ******************
                                                                           amendment/            #99-760713 filed 11/1/99
                                                                           continuation

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #90-201028 filed 9/19/90
Construction, Inc.         Credit Inc.             State                   **********            *****************
                                                                           partial release       #90-749892 filed 12/19/90
                                                                           ************          ******************
                                                                           amendment             91-057117 filed 4/11/91
                                                                           ************          ******************
                                                                           continuation          #95-680038 filed 7/3/95
                                                                           ************          ******************
                                                                           continuation          #00-825272 filed 6/26/00

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #90-260928 filed 12/17/90
Construction, Inc.         Credit Inc.             State                   ***********           ****************
                                                                           continuation          #95-705959 filed 9/6/95
                                                                           ************          ****************
                                                                           amendment/            #00-879442 filed 11/13/00
                                                                           continuation

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #91-097076 filed 5/20/91
                           Credit Inc.             State                   **********            *****************
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
      COMPANY                SECURED PARTY            JURISDICTION         TYPE OF FILING            FILING INFORMATION
      -------                -------------            ------------         --------------            ------------------
<S>                        <C>                     <C>                     <C>                   <C>
Construction, Inc.                                                         continuation          #96-640689 filed 4/1/96
                                                                           **********            *****************
                                                                           amendment/            #01-633771 filed 3/20/01
                                                                           continuation

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #91-151410 filed 8/2/91
Construction, Inc.         Credit Inc.             State                   **********            ***************
                                                                           continuation          #96-665890 filed 5/28/96
                                                                           **********            ****************
                                                                           continuation          #01-676388 filed 6/28/01

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #92-048966 filed 3/12/92
Construction, Inc.         Credit Inc.             State                   ***********           **************
                                                                           partial release       #92-697348 filed 7/20/92
                                                                           ***********           **************
                                                                           continuation          #96-746185 filed 12/11/96
                                                                           **********            *************
                                                                           amendment/            #02-00192088 filed 2/13/02
                                                                           continuation
                                                                           **********            *************
                                                                           not specified         #02-00192131 filed 2/13/02

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #92-111933 filed 6/4/92
Construction, Inc.         Credit Inc.             State                   **********            ***************
                                                                           continuation          #97-629405 filed 3/7/97
                                                                           **********            ****************
                                                                           continuation          #02-00302313 filed 5/16/02

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #92-218473 filed 11/5/92
Construction, Inc.         Credit Inc.             State                   **********            ******************
                                                                           amendment             #93-616359 filed 2/4/93
                                                                           **********            ******************
                                                                           amendment             #93-750976 filed 11/29/93
                                                                           **********            ******************
                                                                           amendment             #94-738630 filed 11/1/94
                                                                           **********            ******************
                                                                           amendment             #95-642755 filed 4/6/95
                                                                           **********            ******************
                                                                           amendment             #96-603215 filed 1/8/96
                                                                           **********            ******************
                                                                           continuation          #97-703017 filed 8/22/97
                                                                           **********            *****************
                                                                           continuation          #03-00055390 filed 10/21/03

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #93-023618 filed  2/4/93
Construction, Inc.         Credit Inc.             State                   ***********           ***************
                                                                           continuation          #97-749975 filed 12/12/97
                                                                           **********            ****************
                                                                           amendment/            #03-0015606 filed 2/3/03
                                                                           continuation

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #93-119077 filed 6/17/93
Construction, Inc.         Credit Inc.             State                   ***********           *****************
                                                                           amendment             #93-753700 filed 12/6/93
                                                                           **********            *******************
                                                                           partial release       #97-603527 filed 6/9/97
                                                                           **********            *******************
                                                                           continuation          #98-647866 filed 4/13/98
                                                                           ************          ******************
                                                                           amendment/            #03-00300801 filed 6/5/03
                                                                           continuation
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
      COMPANY                SECURED PARTY            JURISDICTION         TYPE OF FILING            FILING INFORMATION
      -------                -------------            ------------         --------------            ------------------
<S>                        <C>                     <C>                     <C>                   <C>
H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #94-057315 filed 3/28/94
Construction, Inc.         Credit Inc.             State                   **********            *************
                                                                           continuation          #99-615790 filed 2/4/99

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #94-064058 filed 4/4/94
Construction, Inc.         Credit Inc.             State                   **********            **************
                                                                           continuation          #99-621359 filed 2/16/99

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #94-183260 filed 9/19/94
Construction, Inc.         Credit Inc.             State                   ***********           ******************
                                                                           Partial release       #96-630824 filed 3/11/96
                                                                           ***********           ****************
                                                                           partial release       #97-603528 filed 1/9/97
                                                                           ************          ***************
                                                                           partial release       #97-720535 filed 10/2/97
                                                                           ***********           ***************
                                                                           continuation          #99-709787 filed 6/28/99
                                                                           ***********           **************
                                                                           release               #00-882400 filed 11/22/00

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #95-068112 filed 4/6/95
Construction, Inc.         Credit Inc.             State                   ***********           ****************
                                                                           amendment/            #00-781120 filed 3/15/00
                                                                           continuation

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #96-004227 filed 1/5/96
Construction, Inc.         Credit Inc.             State                   *********             **************
                                                                           partial release       #96-630823 filed 3/11/96
                                                                           **********            ****************
                                                                           partial release       #97-603530 filed 1/9/97
                                                                           ***********           ****************
                                                                           partial release       #97-720537 filed 10/2/97
                                                                           ***********           ****************
                                                                           amendment/            #00-876658 filed 11/6/00
                                                                           continuation
                                                                           *********             ***************
                                                                           release               #00-882385 filed 11/22/00

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #96-004228 filed 1/5/96
Construction, Inc.         Credit Inc.             State                   **********            ****************
                                                                           amendment             #96-616650 filed 2/8/96
                                                                           **********            ****************
                                                                           partial release       #96-630822 filed 3/11/96
                                                                           ***********           ****************
                                                                           partial release       #97-603531 filed 1/9/97
                                                                           ***********           ***************
                                                                           partial release       #97-720534 filed 10/2/97
                                                                           ***********           ***************
                                                                           amendment/            #00-876657 filed 11/6/00
                                                                           continuation          ****************
                                                                           **********            #00-882386 filed 11/22/00
                                                                           partial release

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #96-004565 filed 1/8/96
Construction, Inc.         Credit Inc.             State                   *********             ****************
                                                                           amendment/            #00-879466 filed 11/13/00
                                                                           continuation

H.L. Chapman               Financial Federal       Texas Secretary of      Original              #96-067668 filed
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
      COMPANY                SECURED PARTY            JURISDICTION         TYPE OF FILING            FILING INFORMATION
      -------                -------------            ------------         --------------            ------------------
<S>                        <C>                     <C>                     <C>                   <C>
Pipeline                   Credit Inc.             State                   ***********           4/8/96 ****************
Construction, Inc.                                                         partial release       #97-603532 filed 1/9/97
                                                                           ***********           ***************
                                                                           amendment             #97-612662 filed 1/30/97
                                                                           ***********           ***************
                                                                           partial release       #97-638368 filed 3/26/97
                                                                           ***********           ***************
                                                                           amendment             #97-685713 filed 7/14/97
                                                                           **********            ***************
                                                                           partial release       #97-720538 filed 10/2/97
                                                                           **********            ***************
                                                                           partial release       #00-882394 filed 11/22/00
                                                                           ***********           ***************
                                                                           continuation          #01-631145 filed 3/20/01

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #96-138508 filed 1/15/96
Construction, Inc.         Credit Inc.             State                   **********            ***************
                                                                           partial release       #97-603533 filed 1/9/97
                                                                           ***********           *****************
                                                                           partial release       #97-720530 filed 10/2/97
                                                                           ***********           *****************
                                                                           partial release       #00-882387 filed 11/22/00
                                                                           **********            ****************
                                                                           continuation          #01-664474 filed 6/1/01

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #96-190254 filed 9/25/96
Construction, Inc.         Credit Inc.             State                   ************          ****************
                                                                           partial release       #97-603525 filed 1/9/97
                                                                           ************          ****************
                                                                           partial release       #97-720531 filed 10/2/97
                                                                           ************          ***************
                                                                           partial release       #00-882388 filed 11/22/00
                                                                           ***********           *****************
                                                                           continuation          #01-685940 filed 7/30/01
                                                                           **********            ******************
                                                                           not specified         #02-00169098 filed 1/24/02

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #97-014641 filed 1/27/97
Construction, Inc.         Credit Inc.             State                   **********            ******************
                                                                           partial release       #97-720532 filed 10/2/97
                                                                           ************          *******************
                                                                           partial release       #00-882399 filed 11/22/00
                                                                           ***********           ****************
                                                                           continuation          #02-00150210 filed 1/9/02
                                                                           **********            ****************
                                                                           not specified         #02-00169100

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #97-014642 filed 1/27/97
Construction, Inc.         Credit Inc.             State                   ***********           *****************
                                                                           partial release       #97-720528 filed 10/2/97
                                                                           ************          ******************
                                                                           partial release       #00-882389 filed 11/22/00
                                                                           ***********           *****************
                                                                           continuation          #02-00150213 filed 1/9/02
                                                                           ***********           *****************
                                                                           not specified         #02-00169099 filed 1/24/02

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #97-147864 filed 7/14/97
Construction, Inc.         Credit Inc.             State                   ***********           ******************
                                                                           partial release       #97-720529 filed 10/2/97
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
      COMPANY                SECURED PARTY            JURISDICTION         TYPE OF FILING            FILING INFORMATION
      -------                -------------            ------------         --------------            ------------------
<S>                        <C>                     <C>                     <C>                   <C>
                                                                           ************          ******************
                                                                           partial release       #00-882390 filed 11/22/00
                                                                           ***********           ******************
                                                                           continuation          #02-00304839 filed 5/17/02

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #97-197334 filed 9/22/97
Construction, Inc.         Credit Inc.             State                   ***********           ****************
                                                                           partial release       #00-882395 filed 11/22/00
                                                                           ************          ****************
                                                                           continuation          #02-00415048 filed 8/22/02

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #98-012311 filed 1/20/98
Construction, Inc.         Credit Inc.             State                   ***********           *******************
                                                                           partial release       #00-882392 filed 11/22/00
                                                                           ***********           *******************
                                                                           continuation          #03-00127374 filed 1/3/03

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #98-118420 filed 6/9/98
Construction, Inc.         Credit Inc.             State                   ***********           *******************
                                                                           partial release       #00-882393 filed 11/22/00
                                                                           ***********           *****************
                                                                           amendment/            #03-00288448 filed 5/23/03
                                                                           continuation

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #98-177666 filed 9/1/98
Construction, Inc.         Credit Inc.             State                   ***********           ****************
                                                                           partial release       #00-882391 filed 11/22/00
                                                                           ***********           ******************
                                                                           amendment/            #03-00393607 filed 8/25/03
                                                                           continuation

H.L. Chapman Pipeline      Financial Federal       Texas Secretary of      Original              #99-079072 filed 4/20/99
Construction, Inc.         Credit Inc.             State                   ***********           *******************
                                                                           partial release       #00-882397 filed 11/22/00

Mears /CPG Inc             FirstBank               Michigan Secretary of   Original              #D330575 filed 1/26/98
                                                   State                   ************          *******************
                                                                           Continuation          #2002031404-9 filed 12/4/02 -
                                                                                                 continuation

Mears/HDD, LLC             FirstBank               Michigan Secretary of   Original              #D211493 filed 3/21/97
                                                   State                   ************          *******************
                                                                           Continuation          #D870862 filed 2/5/02 - continuing
                                                                                                 #D211493 filed 3/21/97

Mears/HDD, LLC             FirstBank               Michigan Secretary of   Original              #D494923 filed 3/25/99
                                                   State

Mears/HDD, LLC             FirstBank               Michigan Secretary of   Original              #D507420 filed 4/22/99
                                                   State

R.A. Waffensmith & Co.,    Fleet Business          Colorado Secretary of   Original              #20022092857 M filed 9/3/02
Inc.                       Credit, LLC             State

Dillard Smith              Fleet Capital           Delaware Secretary of   Original              #21637374 filed 6/3/02
Construction Company       Corporation             State

Potelco, Inc.              GE Capital              Washington Secretary    Original              #200231157249 filed 11/6/02
                                                   of State

Potelco, Inc.              GE Capital              Washington Secretary    Original              #200319704389 filed 7/15/03
                                                   of State

Quanta Services, Inc.      Gelco Corporation dba   Delaware Secretary of   Original              #11055958 filed 8/29/01
                           GE Capital Fleet        State
                           Services

Quanta Services, Inc.      Gelco Corporation       Delaware Secretary      Original              #11297659 filed 10/3/01
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
       COMPANY                 SECURED PARTY           JURISDICTION        TYPE OF FILING       FILING INFORMATION
       -------                 -------------           ------------        --------------       ------------------
<S>                        <C>                     <C>                     <C>              <C>
                           dba GE Capital Fleet    of State
                           Services

Quanta Services, Inc.      Gelco Corporation dba   Delaware Secretary of   Original         #11417786 filed 10/17/01
                           GE Capital Fleet        State
                           Services

Environmental              Gelco Corporation dba   California Secretary    Original         #0221760133 filed 8/1/02
Professional Associates    GE Capital Fleet        of State
Limited                    Services

PAR Electrical             Gelco Corporation dba   Missouri Secretary of   Original         #20018019481B filed 8/28/01
Contractors, Inc.          GE Capital Fleet        State
                           Services

PAR Electrical             Gelco Corporation dba   Missouri Secretary of   Original         #20018032601B filed 9/14/01
Contractors, Inc.          GE Capital Fleet        State
                           Services

PAR Electrical             Gelco Corporation dba   Missouri Secretary of   Original         #20018048045G filed 10/17/01
Contractors, Inc.          GE Capital Fleet        State
                           Services

Dillard Smith              General Electric        Delaware Secretary of   In Lieu -        #20351779 filed 1/16/02
Construction Company       Capital Corporation     State                   original filed
                                                                           in TN

Dillard Smith              General Electric        Tennessee Secretary     Original         #948576 filed 1/13/92
Construction Company       Capital Corporation     of State                ***********      *******************
                                                                           continuation     #962-028009 filed 7/16/96

Dillard Smith              General Electric        Tennessee Secretary     Original         #940339253 filed 8/8/94
Construction Company       Capital Corporation     of State                ************     *****************
                                                                           continuation     #992-011995 filed 3/4/99

Dillard Smith              General Electric        Tennessee Secretary     Original         #940352051 filed 9/16/94
Construction Company       Capital Corporation     of State                ************     *****************
                                                                           continuation     #993-015913 filed 3/25/99

Dillard Smith              General Electric        Tennessee Secretary     Original         #950404170 filed 3/2/95
Construction Company       Capital Corporation     of State                ************     ****************
                                                                           Continuation     #992-054619 filed 11/23/99

Dillard Smith              General Electric        Tennessee Secretary     Original         #950412960 filed 3/27/95
Construction Company       Capital Corporation     of State                ***********      ******************
                                                                           continuation     #992-054620 filed 11/23/99

Dillard Smith              General Electric        Tennessee Secretary     Original         #950426691 filed 5/3/95
Construction Company       Capital Corporation     of State                ************     ******************
                                                                           continuation     #993-067328 filed 12/28/99

Dillard Smith              General Electric        Tennessee Secretary     Original         #950472918 filed 9/20/95
Construction Company       Capital Corporation     of State                ************     *******************
                                                                           continuation     #300-027117 filed 5/4/00

PAR Electrical             General Electric        Colorado Secretary of   Original         #962025742 C filed 4/5/96
Contractors, Inc.          Capital Corporation     State                   **********       ******************
                                                                           continuation     #962077815 C filed 10/16/96

PAR Electrical             General Electric        Colorado Secretary of   Original         #962035594 C filed 5/8/96
Contractors, Inc.          Capital Corporation     State                   ************     ****************
                                                                           continuation     #962077814 C filed 10/16/96

PAR Electrical             General Electric        Colorado Secretary of   Original         #962038759 C filed 5/20/96
Contractors, Inc.          Capital Corporation     State                   ***********      ***************
                                                                           continuation     #962077816 filed 10/16/96

PAR Electrical             General Electric        Colorado Secretary of   Original         #962041284 C filed 5/29/96
Contractors, Inc.          Capital Corporation     State                   ***********      ***************
                                                                           continuation     #962077817 C filed 10/16/96

PAR Electrical             General Electric        Colorado Secretary      Original         #962045340 C filed 6/12/96
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
       COMPANY                 SECURED PARTY           JURISDICTION        TYPE OF FILING       FILING INFORMATION
       -------                 -------------           ------------        --------------       ------------------
<S>                        <C>                     <C>                     <C>              <C>
Contractors, Inc.          Capital Corporation     of State                ***********      ***************
                                                                           continuation     #962077818 C filed 10/16/96

PAR Electrical             General Electric        Colorado Secretary of   Original         #962049900 C filed 7/1/96
Contractors, Inc.          Capital Corporation     State                   ***********      *************
                                                                           continuation     #962077819 C filed 10/16/96

PAR Electrical             General Electric        Missouri Secretary of   Original         #2661332 filed 5/7/96
Contractors, Inc.          Capital Corporation     State

PAR Electrical             General Electric        Missouri Secretary of   Original         #2665609 filed 5/20/96
Contractors, Inc.          Capital Corporation     State

PAR Electrical             General Electric        Clay Co., Missouri      Original         #H162660 filed 5/7/96
Contractors, Inc.          Capital Corporation                             ***********      ******************
                                                                           Amendment        #A-H162660 filed 7/24/96
                                                                           ***********      *******************
                                                                           Continuation     #C-H162660 filed 2/26/01

PAR Electrical             General Electric        Clay Co., Missouri      Original         #H162741 filed 5/20/96
Contractors, Inc.          Capital Corporation                             **********       ******************
                                                                           Continuation     #C-H162741 filed 2/26/01

Quanta Services            General Electric        Texas Secretary of      Original         #02-0015485611 filed 1/14/02
Management Partnership,    Capital Corporation     State
L.P.

Quanta Management          General Electric        Texas Secretary of      Original         #02-0015489251 filed 1/14/02
Services Partnership,      Capital Corporation     State                   ************     ******************
L.P.                                                                       Amendment        #03-00164595 filed 2/6/03

Quanta Services            General Electric        Texas Secretary of      Original         #02-0021106123 filed -3/4/02
Management Partnership,    Capital Corporation     State
L.P.

Quanta Services            General Electric        Texas Secretary of      Original         #02-0029005836 filed 5/7/02
Management Partnership,    Capital Corporation     State
L.P.

Quanta Services            General Electric        Texas Secretary of      Original         #02-0029006857 filed 5/7/02
Management Partnership,    Capital Corporation     State
L.P.

Quanta Services            General Electric        Texas Secretary of      Original         #02-0033105145 filed 6/11/02
Management Partnership,    Capital Corporation     State                   ************     *******************
L.P.                                                                       Amendment        #03-00165874 filed 2/7/03

Quanta Services            General Electric        Texas Secretary of      Original         #02-0033105367filed 6/11/02
Management Partnership,    Capital Corporation     State                   ***********      ******************
L.P.                                                                       Amendment        #03-00283607 filed 5/20/03

Quanta Services            General Electric        Texas Secretary of      Original         #02-0034805971 filed 6/25/02
Management Partnership,    Capital Corporation     State
L.P.

Quanta Services            General Electric        Texas Secretary of      Original         #03-0000354358 filed 9/5/02
Management Partnership,    Capital Corporation     State
L.P.

PAR Electrical             Hawthorne Machinery     California Secretary    Original         #0009660608 filed 3/31/00
Contractors, Inc.          Co.                     of State

H.L. Chapman Pipeline      Holt Texas Ltd., dba    Delaware Secretary of   Original         #11791818 filed 11/21/01
Construction, Inc.         Holt Company of Texas   State

Irby Construction Company  IBM Credit Corporation  Hinds County,           Original         #372718 filed 11/16/98
                                                   Mississippi

Potelco, Inc.              IOS Capital, LLC        Washington Secretary    Original         #200325363938 filed 9/9/03
                                                   of State

Mears Services, LLC        Irwin Union Bank        Michigan Secretary      Original         #D691550 filed 9/6/00
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
       COMPANY                 SECURED PARTY           JURISDICTION        TYPE OF FILING       FILING INFORMATION
       -------                 -------------           ------------        --------------       ------------------
<S>                        <C>                     <C>                     <C>              <C>
                           and Trust Company       of State

Mears/ CPG, LLC            Irwin Union Bank and    Michigan Secretary of   Original         #D674193 filed 7/13/00
                           Trust Company           State

Bradford Brothers, Inc.    J.W. Burress, Inc.      North Carolina          Original         #20010503538I filed 7/24/01
                                                   Secretary of State

Bradford Brothers, Inc.    J.W. Burress, Inc.      North Carolina          Original         #20010506576H filed 7/9/01
                                                   Secretary of State

Northern Line Layers,      JCB Finance LLC         Delaware Secretary of   Original         #22029555 filed 8/1/02
LLC                                                State

Quanta Services, Inc.      Key Equipment           Delaware Secretary of   Original         #20112304 filed 12/10/01
                           Finance, a Division     State
                           of Key Corporate
                           Capital

PAR Electrical             Kirby-Smith Machinery   Oklahoma Co., OK        Original         #0009820 filed 2/20/01
Contractors, Inc.          Inc.

H.L. Chapman Pipeline      Komatsu Financial L.P.  Delaware Secretary of   In Lieu-         #20861348 filed 3/13/02
Construction, Inc.                                 State                   original filed
                                                                           in TX

H.L. Chapman Pipeline      Komatsu Financial LP    Texas Secretary of      Original         #01-003074 filed 1/5/01
Construction, Inc.                                 State

Sumter Utilities, Inc.     Kubota Credit           South Carolina          Original         #1044516 filed 5/29/03
                           Corporation U.S.A.      Secretary of State

Sumter Utilities, Inc.     Kubota Credit           South Carolina          Original         #1010530 filed 4/30/03
                           Corporation U.S.A.      Secretary of State

Sumter Utilities, Inc.     Kubota Credit           South Carolina          Original         #1010438 filed 4/30/03
                           Corporation U.S.A.      Secretary of State

Sumter Utilities, Inc.     Kubota Credit           South Carolina          Original         #1010290 filed 4/30/03
                           Corporation U.S.A.      Secretary of State

The Ryan Company, Inc.     LaChance Financial      Massachusetts           Original         #00739745 filed 8/25/00
                           Services, Inc.          Secretary of State

                           Assigned to:

                           GE Capital Colonial
                           Pacific

Mustang Line               Les Schwab Tire         Washington Secretary    Original         #200214971572 filed 5/28/02
Contractors, Inc.          Center of Boise, Inc.   of State

Intermountain Electric     Liebert North America   Colorado Secretary of   Original         #20012112389 filed 12/5/01
                           Corporation             State

Arby Construction, Inc.    Miller-Bradford &       Wisconsin Department    Original         #01947279 filed 4/18/00
                           Risberg, Inc.           of Financial
                                                   Institutions

Arby Construction, Inc.    Miller-Bradford &       Wisconsin Department    Original         #010006840725 filed 10/22/01
                           Riseberg, Inc.          of Financial
                                                   Institutions

R.A. Waffensmith & Co.,    Minnwest Capital        Colorado Secretary of   Original         #20022085210 M filed 8/9/02
Inc.                       Corporation             State

Quanta Services, Inc.      Mirex                   Texas Secretary of      Original         #02-0032952528 filed 6/7/02
                                                   State

Sumter Utilities, Inc.     Navistar Financial      South Carolina          Original         #105127A filed 10/23/01
                           Corp.                   Secretary of State

Spalj Construction         New Holland Credit      Minnesota Secretary     Original         #2227706 filed 5/15/00
Company                    Company                 of State
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
       COMPANY                 SECURED PARTY           JURISDICTION        TYPE OF FILING       FILING INFORMATION
       -------                 -------------           ------------        --------------       ------------------
<S>                        <C>                     <C>                     <C>              <C>
Spalj Construction         New Holland Credit      Minnesota Secretary     Original         #2236567 filed 6/15/00
Company                    Company                 of State

Manuel Bros., Inc.         Nikon Inc.,             California Secretary    Original         #0023560499 filed 8/21/00
                           Instrument Group        of State

Golden State Utility Co.   Nixon-Egli Equipment    California Secretary    Original         #200004860682 filed 2/14/00
                           Company of Southern     of State
                           California, Inc.

Spalj Construction         NMHG Financial          Minnesota Secretary     Original         #2271895 filed 11/2/00
Company                    Services, Inc.          of State

The Ryan Company, Inc.     Peterson Tractor Co.    Massachusetts           Original         #200208423380 filed 1/18/02
                                                   Secretary of State

PAR Electrical             Portable Tool           Missouri Secretary of   Original         #3079400 filed 9/27/99
Contractors, Inc.                                  State

PAR Electrical             Portable Tool Sales &   Clay Co., Missouri      Original         #H170564 filed 9/24/99
Contractors, Inc.          Service, Inc.                                   **********       ******************
                                                                           Amendment        #A-H170564 filed 11/29/99
                           Assigned to

                           Associates Commercial
                           Corporation

PAR Electrical             Portable Tool Sales     Illinois Secretary of   Original         #4099025 filed 9/24/99
Contractors, Inc.          and Service, Inc.       State

PAR Electrical             Portable Tool Sales     Missouri Secretary of   Original         #3092172 filed 11/8/99
Contractors, Inc.          and Service, Inc.       State

PAR Electrical             Rasmussen Equipment     Colorado Secretary of   Original         #20012002964 filed 1/11/01
Contractors, Inc.          Co.                     State

PAR Electrical             Redburn Tire Co.        Nevada Secretary of     Original         #0009471 filed 6/20/00
Contractors, Inc.                                  State

Dillard Smith              Ringhaver Equipment     Florida Secretary of    Original         #200100114112 filed 5/23/01
Construction Company       Company                 State

Dillard Smith              Ringhaver Equipment     Florida Secretary of    Original         #200100125788 filed 6/8/01
Construction Company       Company                 State

PAR Electrical             River City Petroleum,   Nevada Secretary of     Original         #2001012642-8 filed 12/5/01
Contractors, Inc.          Inc.                    State

Mears/CPG Inc.             Roland Machinery        Michigan Secretary of   Original         #D479404 filed 2/17/99
                           Company                 State

Mears/CPG, Inc.            Roland Machinery        Michigan Secretary of   Original         #D527988 filed 6/8/99
                           Company                 State

Mears/CPG, Inc.            Roland Machinery        Michigan Secretary of   Original         #D627375 filed 3/6/00
                           Company                 State

Mears/CPG, LLC             Roland Machinery        Michigan Secretary of   Original         #D627376 filed 3/6/00
                           Company                 State

Mears/CPG, LLC             Roland Machinery        Michigan Secretary of   Original         #D658629 filed 5/26/00
                           Company                 State

Dillard Smith              Rudd Equipment Co.      Mecklenburg County,     Original         #199906939 filed 7/19/99
Construction Company                               North Carolina

Dillard Smith              Rudd Equipment Company  North Carolina          Original         #19990052830 filed 6/1/99
Construction Company                               Secretary of State
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
       COMPANY                 SECURED PARTY           JURISDICTION        TYPE OF FILING       FILING INFORMATION
       -------                 -------------           ------------        --------------       ------------------
<S>                        <C>                     <C>                     <C>              <C>
Dillard Smith              Rudd Equipment Company  Mecklenburg County,     Original         #199906627 filed 7/8/99
Construction Company                               North Carolina

Trans Tech Electric, L.P.  Rudd Equipment Company  Texas Secretary of      Original         #03-0034559392 filed 7/15/03
                                                   State

H.L. Chapman Pipeline      Safeco Credit           Delaware Secretary of   In Lieu          #30271703 filed 1/14/03
Construction, Inc.         Company, Inc.           State

H.L. Chapman Pipeline      SAFECO Credit           Texas Secretary of      Original         #99-065291 filed 4/2/99
Construction, Inc.         Company, Inc.           State

H.L. Chapman Pipeline      SAFECO Credit           Texas Secretary of      Original         #99-067291 filed 4/5/99
Construction, Inc.         Company, Inc.           State

Irby Construction          Scott Construction      Mississippi Secretary   Original         #01351753 filed 7/9/99
Company                    Equipment Co of LA,     of State
                           LLC/Powerline Division
                           Assigned to:
                           Contractors Finance Co

Irby Construction Co       Scott Construction      Mississippi Secretary   Original         #01287274 filed 1/21/99
                           Equipment Co of LA,     of State
                           LLC/Powerline Division
                           Assigned to:
                           Contractors Finance Co

Irby Construction Co       Scott Construction      Mississippi Secretary   Original         #01287279 filed 1/21/99
                           Equipment Co of LA,     of State
                           LLC/Powerline Division
                           Assigned to:
                           Contractors Finance Co

Irby Construction Co       Scott Construction      Mississippi Secretary   Original         #01353785 filed 8/13/99
                           Equipment Co of LA,     of State
                           LLC/Powerline Division
                           Assigned to:
                           Contractors Finance Co

Irby Construction Co       Scott Construction      Mississippi Secretary   Original         #01351751 filed 7/9/99
                           Equipment Co of LA,     of State
                           LLC/Powerline Division
                           Assigned to:
                           Contractors Finance Co

Irby Construction Co       Scott Construction      Mississippi Secretary   Original         #01351754 filed 7/9/99
                           Equipment Co of LA,     of State
                           LLC/Powerline Division
                           Assigned to:
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
       COMPANY                 SECURED PARTY           JURISDICTION        TYPE OF FILING       FILING INFORMATION
       -------                 -------------           ------------        --------------       ------------------
<S>                        <C>                     <C>                     <C>              <C>
                           Contractors Finance Co

Irby Construction Co       Scott Construction      Mississippi Secretary   Original         #01342472 filed 7/9/99
                           Equipment Co of LA,     of State
                           LLC/Powerline Division
                           Assigned to:
                           Contractors Finance Co

Irby Construction Co       Scott Construction      Mississippi Secretary   Original         #01342473 filed 7/9/99
                           Equipment Co of LA,     of State
                           LLC/Powerline Division
                           Assigned to:
                           Contractors Finance Co

Irby Construction Co       Scott Construction      Mississippi Secretary   Original         #01342471 filed 7/9/99
                           Equipment Co of LA,     of State
                           LLC/Powerline Division
                           Assigned to:
                           Contractors Finance Co

Irby Construction Co       Scott Construction      Mississippi Secretary   Original         #01287276 filed 1/21/99
                           Equipment Co of LA,     of State
                           LLC/Powerline Division
                           Assigned to:
                           Contractors Finance Co

Irby Construction Company  Scott Truck & Tractor   Hinds County,           Original         #372088 filed 10/19/98
                           Co. of LA, Inc.         Mississippi
                           Powerline & Utility
                           Division

Irby Construction Company  Scott Truck & Tractor   Hinds County,           Original         #372087 filed 10/19/98
                           Co. of LA, Inc.         Mississippi
                           Powerline & Utility
                           Division

Irby Construction Company  Scott Truck & Tractor   Hinds County,           Original         #372089 filed 10/19/98
                           Co. of LA, Inc.         Mississippi
                           Powerline & Utility
                           Division

Irby Construction Company  Scott Truck & Tractor   Hinds County,           Original         #372092 filed 10/19/98
                           Co. of LA, Inc.         Mississippi
                           Powerline & Utility
                           Division

Irby Construction Company  Scott Truck & Tractor   Hinds County,           Original         #372090 filed 10/19/98
                           Co. of LA, Inc.         Mississippi
                           Powerline & Utility
                           Division

Irby Construction Company  Scott Truck & Tractor   Hinds County,           Original         #372091 filed 10/19/98
                           Co. of LA, Inc.         Mississippi
                           Powerline & Utility
                           Division
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
       COMPANY                 SECURED PARTY           JURISDICTION        TYPE OF FILING       FILING INFORMATION
       -------                 -------------           ------------        --------------       ------------------
<S>                        <C>                     <C>                     <C>              <C>
Irby Construction Company  Scott Truck & Tractor   Hinds County,           Original         #374788 filed 1/21/99
                           Co. of LA, Inc.         Mississippi
                           Powerline & Utility
                           Division

Irby Construction Company  Scott Truck & Tractor   Hinds County,           Original         #374789 filed 1/21/99
                           Co. of LA, Inc.         Mississippi
                           Powerline & Utility
                           Division

Irby Construction Company  Scott Truck & Tractor   Hinds County,           Original         #374790 filed 1/21/99
                           Co. of LA, Inc.         Mississippi
                           Powerline & Utility
                           Division

Irby Construction Company  Scott Truck & Tractor   Hinds County,           Original         #378760 filed 7/9/99
                           Co. of LA, Inc.         Mississippi
                           Powerline & Utility
                           Division

Irby Construction Company  Scott Truck & Tractor   Hinds County,           Original         #378761 filed 7/9/99
                           Co. of LA, Inc.         Mississippi
                           Powerline & Utility
                           Division

Irby Construction Company  Scott Truck & Tractor   Hinds County,           Original         #379880 filed 8/18/99
                           Co. of LA, Inc.         Mississippi
                           Powerline & Utility
                           Division

Irby Construction Company  Southeastern Crane      Florida Secretary of    Original         #990000213563 filed 9/17/99
                           Inc.                    State

PAR Electrical             Steelcase Financial     Missouri Secretary of   Original         #20018069813E filed 12/28/01
Contractors, Inc.          Services, Inc.          State

Crown Fiber                Textron Financial       Barrow Co., GA          Original         #007-99-003034 filed 3/22/99
Communications, Inc.       Corporation

P.D.G. Electric Company    The CIT                 Florida Secretary of    Original         #980000255345 filed 11/16/98
                           Group/Equipment         State
                           Financing, Inc.

PAR Electrical             The CIT                 California Secretary    Original         #0127060381 filed 9/26/01
Contractors, Inc.          Group/Equipment         of State
                           Financing, Inc.

PAR Electrical             The CIT                 Missouri Secretary of   Original         #4010681 filed 1/31/00
Contractors, Inc.          Group/Equipment         State
                           Financing, Inc.

Trawick Construction       Thompson Tractor Co.,   Florida Secretary of    Original         #990000025443 filed 2/4/99
Company, Incorporated      Inc.                    State

Trawick Construction       Thompson Tractor Co.,   Florida Secretary of    Original         #98-0000264433 filed 11/30/98
Company, Incorporated      Inc.                    State

The Ryan Company, Inc.     Tom Gowney Equipment,   Massachusetts           Original         #200213672140 filed 7/29/02
                           Inc.                    Secretary of State

H.L. Chapman Pipeline      Trencor, Inc.           Texas Secretary of      Original         #00-436961 filed 2/22/00
Construction, Inc.                                 State

Croce Electric Company,    Trinity Capital         Massachusetts           Original         #01768453 filed 1/4/01
Inc.                       Corporation             Secretary of State

The Ryan Company,          Tyler Equipment         Massachusetts           Original         #200103470830 filed 6/25/01
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
       COMPANY                 SECURED PARTY           JURISDICTION        TYPE OF FILING       FILING INFORMATION
       -------                 -------------           ------------        --------------       ------------------
<S>                        <C>                     <C>                     <C>              <C>
Inc.                       Corporation             Secretary of State

Spalj Construction         U.S. Bancorp            Delaware Secretary of   Original         #11664346 filed 11/13/01
Company                                            State

Dillard Smith              U.S. Bancorp            Delaware Secretary of   Original         #32506783 filed 9/26/03
Construction Company       Equipment Finance,      State
                           Inc.

Coast to Coast & Howard    U.S. Small Business     California Secretary    Original         #94089846 filed 5/9/94
O Brown & Mary Kathleen    Administration          of State                ************     *******************
Brown                                                                      Continuation     #99111C0068 filed 4/19/99 -
                                                                                            continuation of #94089846 filed
                                                                                            5/9/94

PAR Electrical             Union Distributing of   Arizona Secretary of    Original         #20021210191-2 filed 3/26/02
Contractors, Inc.          Tucson                  State

PAR Electrical             Union Distributing of   Arizona Secretary of    Original         #20031263520-4 filed 5/28/03
Contractors, Inc.          Tucson                  State

Intermountain Electric     Universal Tractor Co    Colorado Secretary of   Original         #20002067174 filed 7/25/00
Inc.                                               State

Intermountain Electric     Universal Tractor Co.   Colorado Secretary of   Original         #20002067173 filed 7/25/00
                                                   State

PAR Electrical             US Bancorp              Missouri Secretary of   Original         #20030008109E filed 1/24/03
Contractors, Inc.                                  State

Potelco, Inc.              US Bancorp              Washington Secretary    Original         #200226830942 filed 9/24/02
                                                   of State

R.A. Waffensmith & Co.,    US Bancorp              Colorado Secretary of   Original         #20032053445 M filed 5/19/03
Inc.                                               State

H.L. Chapman Pipeline      Vermeer Equipment of    Texas Secretary of      Original         #00-576707 filed 8/31/00
Construction, Inc.         Texas, Inc.             State

Trawick Construction       Vermeer Sales &         Florida Secretary of    Original         #200000141496 filed 6/19/00
Company                    Service, Inc.           State

Trawick Construction       Vermeer Sales &         Florida Secretary of    Original         #200000141496 filed 6/19/00
Co., Inc.                  Service, Inc.           State

Trawick Construction       Vermeer Sales &         Florida Secretary of    Original         #200000127141 filed 6/1/00
Company                    Service, Inc.           State

Trawick Construction       Vermeer Sales &         Florida Secretary of    Original         #990000177313 filed 8/4/99
Co., Inc.                  Service, Inc.           State

H.L. Chapman Pipeline      Waukesha-Pearce         Texas Secretary of      Original         #99-028902 filed 2/10/99
Construction, Inc.         Industries, Inc.        State

                           Assigned to:                                    **********       *****************
                                                                           assignment       #99-664542 filed 3/16/99
                           Komatsu Financial
                           Limited

Dillard Smith              Wayne Supply Company    Tennessee Secretary     Original         #101-019882 filed 3/13/01
Construction Company                               of State

Dillard Smith              Wayne Supply Company    Tennessee Secretary     Original         #200-43087 filed 12/1/00
Construction Company                               of State

Dillard Smith              Wayne Supply Company    Tennessee Secretary     Original         #201-046652 filed 1/4/01
Construction Company                               of State

Potelco, Inc.              Wells Fargo Bank        Washington Secretary    Original         #200223849091 filed 8/26/02
                           Northwest, N.A.         of State
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
       COMPANY                 SECURED PARTY           JURISDICTION        TYPE OF FILING       FILING INFORMATION
       -------                 -------------           ------------        --------------       ------------------
<S>                        <C>                     <C>                     <C>              <C>
Potelco, Inc.              Western Power &         Washington Secretary    Original         #20000310097 filed 1/31/00
                           Equipment Corp.         of State

                           Assignee:
                           Case Credit
                           Corporation

Dillard Smith              Whayne Supply Company   Delaware Secretary of   Original         #11479216 filed 10/22/01
Construction Company                               State

Dillard Smith              Whayne Supply Company   Delaware Secretary of   Original         #11751051 filed 11/19/01
Construction Company                               State

Dillard Smith              Whayne Supply Company   Kentucky Secretary of   Original         #1606150 filed 12/23/00
Construction Company                               State

Dillard Smith              Whayne Supply Company   Kentucky Secretary of   Original         #1606772 filed 2/22/02
Construction Company                               State

Dillard Smith              Whayne Supply Company   Tennessee Secretary     Original         #983-609385 filed 10/9/98
Construction Company                               of State

Dillard Smith              Whayne Supply Company   Tennessee Secretary     Original         #983-610133 filed 10/21/98
Construction Company                               of State

Dillard Smith              Whayne Supply Company   Tennessee Secretary     Original         #992-000714 filed 1/6/99
Construction Company                               of State

Dillard Smith              Whayne Supply Company   Tennessee Secretary     Original         #992-001783 filed 1/15/99
Construction Company                               of State

Dillard Smith              Whayne Supply Company   Tennessee Secretary     Original         #992-023809 filed 5/24/99
Construction Company                               of State

Dillard Smith              Whayne Supply Company   Tennessee Secretary     Original         #992-023810 filed 5/24/99
Construction Company                               of State

Dillard Smith              Whayne Supply Company   Tennessee Secretary     Original         #992-029789 filed 6/28/99
Construction Company                               of State

Dillard Smith              Whayne Supply Company   Tennessee Secretary     Original         #993-020628 filed 4/20/99
Construction Company                               of State

Dillard Smith              Whayne Supply Company   Tennessee Secretary     Original         #993-027729 filed 5/18/99
Construction Company                               of State

Dillard Smith              Whayne Supply Company   Tennessee Secretary     Original         #993-027730 filed 5/18/99
Construction Company                               of State
Potelco, Inc.              Wiliams Scotsman, Inc.  Washington Secretary    Original         #200307621674 filed 3/13/03
                                                   of State

Potelco, Inc.              William Scotsman        California Secretary    Original         #0228960952 filed 10/15/02
                           Mobile Offices          of State

                           Assigned to:                                    **********       *****************
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
       COMPANY                 SECURED PARTY           JURISDICTION        TYPE OF FILING       FILING INFORMATION
       -------                 -------------           ------------        --------------       ------------------
<S>                        <C>                     <C>                     <C>              <C>
                                                                           assignment       #03218C0300 filed 7/31/03
                           Tatonka Capital
                           Corporation

The Ryan Company, Inc.     William Scotsman        Massachusetts           Original         #200208218580 filed 1/10/02
                           Mobile Offices          Secretary of State

Mears/CPG Inc.             Wolverine Tractor &     Michigan Secretary of   Original         #D489334 filed 3/11/99
                           Equipment  Co.          State

Mears/CPG Inc.             Wolverine Tractor &     Michigan Secretary of   Original         #D489332 filed 3/11/99
                           Equipment Co.           State

Mears/CPG Inc.             Wolverine Tractor &     Michigan Secretary of   Original         #D489333 filed 3/11/99
                           Equipment Co.           State

Mears/CPG, Inc.            Wolverine Tractor &     Michigan Secretary of   Original         #D489831 filed 3/12/99
                           Equipment Co.           State

Mears/CPG, Inc.            Wolverine Tractor &     Michigan Secretary of   Original         #D489832 filed 3/12/99
                           Equipment Co.           State

Mears/CPG, Inc.            Wolverine Tractor &     Michigan Secretary of   Original         #D489833 filed 3/12/99
                           Equipment Co.           State

Mears/CPG, Inc.            Wolverine Tractor &     Michigan Secretary of   Original         #D490063 filed 3/12/99
                           Equipment Co.           State

Mears/CPG, Inc.            Wolverine Tractor &     Michigan Secretary of   Original         #D490064 filed 3/12/99
                           Equipment Co.           State

Mears/CPG, Inc.            Wolverine Tractor &     Michigan Secretary of   Original         #D490065 filed 3/12/99
                           Equipment Co.           State

Quanta Services, Inc.      Yokohama Tire           Texas Secretary of      Original         #00-579046 filed 9/5/00
                           Corporation             State
</TABLE>
<PAGE>

                                  Schedule 8.02

                    INVESTMENTS EXISTING ON THE CLOSING DATE

All Investments existing on the Closing Date in:

         -        Pivotel, LLC, a Delaware limited liability company (or any of
                  its successors or assigns);

         -        MLM Services, L.L.C., an Oklahoma limited liability company
                  (or any of its successors or assigns); and

         -        Foreign Subsidiaries existing on or prior to the Closing Date,
                  including, without limitation, Investments in Allteck Line
                  Contractors, Inc., a British Columbia corporation (or any of
                  its successors or assigns) (including, without limitation,
                  pursuant to that certain letter of credit no. 3048269 for the
                  benefit of Bank of Nova Scotia in the amount of $4,050,000),
                  Mears Canada Corp., a Nova Scotia corporation (or any of its
                  successors or assigns) and Mearsmex S. de R.L. de C.V., a
                  sociedad de responsabilidad limitada de capital variable
                  organized under the laws of Mexico (or any of its successors
                  or assigns).

<PAGE>

                                  Schedule 8.03

                    INDEBTEDNESS EXISTING ON THE CLOSING DATE

<TABLE>
<CAPTION>
                                                                                                              AMOUNT
                                                                                                          OUTSTANDING AS
                                                                                     MATURITY             OF OCTOBER 31,
CREDITOR NAME                                    DEBTOR                                DATE                    2003
------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                                           <C>                  <C>
Bank of Nova Scotia                    Potelco, Inc.                                 Revolver             $2,137,173.66
Bill Jones                             North Houston Pole Line Corp.                 Dec-03                    7,500.00
Bill Jones                             North Houston Pole Line Corp.                 Dec-03                    2,333.34
Case                                   North Houston Pole Line Corp.                 Nov-06                  120,945.73
Case                                   North Houston Pole Line Corp.                 Feb-04                   52,836.76
Case                                   North Houston Pole Line Corp.                 Jun-04                   34,857.25
Case                                   North Houston Pole Line Corp.                 Nov-04                   33,716.00
Case                                   North Houston Pole Line Corp.                 Apr-04                   14,080.03
Case Credit                            Potelco, Inc.                                 Jun-04                   87,462.27
Case Credit                            Potelco, Inc.                                 Dec-03                    9,782.70
Case Credit                            Potelco, Inc.                                 Dec-03                    9,198.76
Case Credit                            Potelco, Inc.                                 Dec-03                    9,198.76
Case Credit                            Potelco, Inc.                                 Dec-03                    7,188.80
Case Credit                            Potelco, Inc.                                 Feb-04                   12,405.10
Case Credit                            Potelco, Inc.                                 Apr-04                    7,507.61
Case Credit                            Potelco, Inc.                                 Apr-04                    5,729.95
Case Credit                            Potelco, Inc.                                 Apr-04                    5,729.95
Case Credit                            Potelco, Inc.                                 Apr-04                    5,729.95
Case Credit                            Potelco, Inc.                                 Apr-04                    5,729.95
Case Credit                            Potelco, Inc.                                 Apr-04                    5,729.95
Case Credit                            Potelco, Inc.                                 Apr-04                    5,729.95
Case Credit                            Potelco, Inc.                                 Apr-04                    5,729.95
Case Credit Corp.                      Golden State Utility Co.                      May-06                   34,314.50
Case Credit Corp.                      Golden State Utility Co.                      May-06                   30,921.14
Case Credit Corporation                Trawick Construction Co.                      Aug-04                   38,100.86
Cat Financial                          North Houston Pole Line Corp.                 Apr-06                 205,226.231
Caterpillar                            Underground Construction Co., Inc.            Oct-05                  159,711.18
Caterpillar                            Underground Construction Co., Inc.            May-04                   17,317.47
Caterpillar                            Sumter Utilities, Inc.                        Jan-04                    4,090.61
Caterpillar                            Sumter Utilities, Inc.                        Jan-04                    2,863.48
Caterpillar Finance                    IRBY Construction Co.                         Dec-03                   38,722.75
CitiCapital                            North Houston Pole Line Corp.                 Feb-04                   24,204.18
Citicapital                            Dillard Smith Construction Co.                Mar-05                   19,680.32
Citicapital                            Dillard Smith Construction Co.                Jan-05                   17,865.00
FirstBank                              Mears Group, Inc.                             Mar-04                   57,186.53
</TABLE>

-----------------
(1) Amount oustanding as of November 2003

<PAGE>

<TABLE>
<S>                                    <C>                                           <C>                     <C>
FirstBank                              Mears Group, Inc.                             Apr-04                   16,281.96
Ford Motor                             Sumter Utilities, Inc.                        Dec-03                      464.96
Ford Motor Credit                      The Ryan Co., Inc.                            Aug-05                   13,435.98
Ford Motor Credit Company              Environmental Professional Assocs.            Jun-04                    4,120.09
GE Capital                             Sumter Utilities, Inc.                        Dec-04                   34,971.77
GE Capital                             Sumter Utilities, Inc.                        Oct-04                   26,139.37
GE Capital                             Sumter Utilities, Inc.                        Jan-05                   12,878.47
GE Capital                             Sumter Utilities, Inc.                        Jan-04                   11,563.59
GE Capital                             Sumter Utilities, Inc.                        Dec-03                    7,587.86
GE Capital                             Sumter Utilities, Inc.                        Dec-03                    6,094.99
GE Capital                             Arby Construction, Inc.                       Dec-04                    2,918.16
GMAC                                   Haines Construction Co.                       Jan-05                   13,709.76
HSBC                                   Sumter Utilities, Inc.                        Jul-04                   24,654.98
Information Leasing                    Mears Group, Inc.                             Mar-04                   54,450.74
Irwin Union                            Mears Group, Inc.                             Jun-05                  541,842.73
Irwin Union                            Mears Group, Inc.                             Aug-04                  232,116.67
Irwin Union                            Mears Group, Inc.                             Apr-05                   79,015.76
John Deere                             Utilco, Inc.                                  Mar-05                   18,963.08
Komatsu Financial                      Chapman Construction Group                    Jan-05                   72,931.40
Kubota                                 Sumter Utilities, Inc.                        Apr-03                  243,297.30
Kubota                                 Sumter Utilities, Inc.                        Apr-03                   22,014.17
Lineco                                 Mustang Line Contractors, Inc.                Oct-04                  146,157.40
Lineco                                 Mustang Line Contractors, Inc.                Sep-04                  107,245.61
Lineco                                 Mustang Line Contractors, Inc.                Nov-03                   14,153.21
Navistar                               Sumter Utilities, Inc.                        May-06                  142,428.75
Navistar                               Sumter Utilities, Inc.                        Jun-06                  141,760.15
Navistar                               Sumter Utilities, Inc.                        Nov-05                  127,474.24
Navistar                               Sumter Utilities, Inc.                        Aug-06                  103,335.88
Navistar                               Sumter Utilities, Inc.                        Dec-05                   91,721.97
Navistar                               Sumter Utilities, Inc.                        Nov-06                   86,147.74
Navistar                               Sumter Utilities, Inc.                        Feb-06                   71,130.72
Navistar                               Sumter Utilities, Inc.                        Jan-06                   59,974.97
Navistar                               Sumter Utilities, Inc.                        Nov-05                   48,519.43
Navistar                               Sumter Utilities, Inc.                        Sep-06                   40,753.94
Navistar                               Sumter Utilities, Inc.                        Oct-06                   38,932.24
Navistar                               Sumter Utilities, Inc.                        Jun-06                   36,768.01
Navistar                               Sumter Utilities, Inc.                        May-06                   35,775.79
Navistar                               Sumter Utilities, Inc.                        Sep-06                   31,209.00
Navistar                               Sumter Utilities, Inc.                        Jun-06                   29,325.60
Navistar                               Sumter Utilities, Inc.                        Jul-04                   19,701.78
New Holland Credit                     Spalj Construction Co.                        May-05                    8,904.45
New Holland Credit                     Spalj Construction Co.                        Apr-05                    8,485.10
Steelcase Financial                    Par Electrical Contractors, Inc.              Feb-05                   60,236.12
United Leasing Associates              Arby Construction, Inc.                       Dec-04                    3,108.65
United Leasing Associates              Arby Construction, Inc.                       Dec-04                    2,470.68
United Leasing Associates              Arby Construction, Inc.                       Dec-04                    1,259.68
</TABLE>

<PAGE>

<TABLE>
<S>                                    <C>                                           <C>                  <C>
United Leasing Associates              Arby Construction, Inc.                       Dec-04                    1,097.03
US Bancorp                             Par Electrical Contractors, Inc.              Jul-04                  115,281.50
US Bancorp                             Par Electrical Contractors, Inc.              Dec-03                   27,141.51
Wm Dillard Smith                       Dillard Smith Construction Co.                Apr-07                  189,059.40
WS Leasing                             Potelco, Inc.                                 Apr-04                    3,586.08
                                                                                                          -------------

                               Total:                                                                     $6,469,101.09
</TABLE>

<PAGE>

                                  Schedule 8.08
                    TRANSACTIONS WITH AFFILIATES AND INSIDERS

-        In February 2000, Borrower submitted a written notice to Gary A. Tucci,
a member of Borrower's board of directors and an officer of Potelco, Inc., a
Loan Party ("Potelco"), seeking indemnification from him for certain accounts
receivable losses sustained by Borrower in connection with its acquisition of
Potelco. The total amount outstanding as a result of this indemnification claim
as of the Closing Date is $144,104. As of the Closing Date, Borrower is
negotiating the settlement of this claim with Mr. Tucci.

-        From time to time, Borrower or a Subsidiary may enter into agreements
to the extent permitted by this Agreement (other than this Section 8.08) with
and/or take a minority ownership position in companies owned or controlled by
family members of officers of such Person for purposes of obtaining benefits
available in connection with governmental programs, organizations or incentives
(including, by way of illustration and without limitation, such programs or
incentives relating to small businesses or transactions with women- or
minority-owned businesses).

-        From time to time and as part of the arms-length negotiation of the
acquisition of Subsidiaries, Borrower or its Subsidiaries may have entered into
transactions with certain officers of its Subsidiaries (including, by way of
illustration and without limitation, leases or rental agreements with such
officers) that, when taken outside the context of the acquisition as a whole,
may not be viewed as being substantially as favorable to Borrower as would be
obtainable by it in an arms-length transaction with a different third-party.

<PAGE>

                                 Schedule 11.02
                          CERTAIN ADDRESSES FOR NOTICE

1.       Address for all Loan Parties:
         Quanta Services, Inc.
         1360 Post Oak Blvd., Suite 2100
         Houston, Texas 77056
         Attention: Chief Financial Officer
         Telephone: (713) 629-7600
         Facsimile: (713) 629-7676
         With a copy to:
         Quanta Services, Inc.
         1360 Post Oak Blvd., Suite 2100
         Houston, Texas 77056
         Attention: General Counsel
         Telephone: (713) 629-7600
         Facsimile: (713) 629-7676
         With a copy to:
         Quanta Services, Inc.
         1360 Post Oak Blvd., Suite 2100
         Houston, Texas 77056
         Attention: Treasurer
         Telephone: (713) 629-7600
         Facsimile: (713) 629-7676

2.       Address for Administrative Agent:
         For payments and Requests for Credit Extensions:
         Bank of America, N.A.
         Bank of America Plaza
         901 Main St.
         Dallas, TX 75202
         Mail Code: TX1-492-14-14
         Attention: Monica Barnes
         Telephone: (214) 209-9289
         Facsimile: (214) 290-9442
         Electronic Mail: monica.t.barnes@bankofamerica.com
         For all other Notices as Agent:
         Bank of America, N.A.
         Agency Management
         231 South LaSalle Street
         Chicago, Illinois  60604
         Mail Code: IL1-231-08-30
         Attention: Rosanne Parsill
         Telephone: (312) 923-1639
         Facsimile: (877) 206-8429
         Electronic Mail: rosanne.parsill@bankofamerica.com
         For all other Notices as Lender:

3.       Address for L/C Issuer and Credit L/C Issuer:
         Bank of America, N.A.
         Trade Operations - Los Angeles
         333 S. Beaudry Avenue, 23rd Floor
         Los Angeles, CA 90017-1466

<PAGE>

         Mail Code: CA9-703-19-23
         Attention: Sandra Leon
         Telephone: (213) 345-5231
         Facsimile: (213) 345-0265
         Email: sandra.leon@bankofamerica.com

4.       Address for Swing Line Lender:
         Bank of America, N.A.
         Bank of America Plaza
         901 Main St.
         Dallas, TX 75202
         Mail Code: TX1-492-14-14
         Attention: Monica Barnes
         Telephone: (214) 209-9289
         Facsimile: (214) 290-9442
         Electronic Mail: monica.t.barnes@bankofamerica.com

<PAGE>

                                    Exhibit A

                    FORM OF LETTER OF CREDIT TRANSFER NOTICE

Date:  __________, 200__

To:      Bank of America, N.A., as Administrative Agent

Re:      Credit Agreement (as amended, modified, supplemented and extended from
         time to time, the "Credit Agreement") dated as of December ___, 2003
         among Quanta Services, Inc., a Delaware corporation (the "Borrower"),
         the Guarantors identified therein, the Lenders identified therein, and
         Bank of America, N.A., as Administrative Agent, L/C Issuer,
         Credit-Linked L/C Issuer Swing Line Lender. Capitalized terms used but
         not otherwise defined herein have the meanings provided in the Credit
         Agreement.

Ladies and Gentlemen:

The undersigned hereby requests:

1. Transfer of Letter of Credit no. _________ issued pursuant to Section 2.03 to
a Credit-Linked Letter of Credit issued pursuant to Section 2.05.

2. On _______________, 200__ (which is a Business Day).

3. In the amount of _____________________.

With respect to such transfer of Letter of Credit no. __________ to a
Credit-Linked Letter of Credit, the Borrower hereby represents and warrants that
(i) such request complies with the requirements of Section 2.05(a)(vi) of the
Credit Agreement and (ii) each of the conditions set forth in Section 5.02 of
the Credit Agreement have been satisfied on and as of the date of such transfer
of Letters of Credit.

                                                     QUANTA SERVICES, INC.,
                                                     a Delaware corporation

                                                     By: _______________________
                                                     Name:
                                                     Title:

<PAGE>

                                    Exhibit B

                               FORM OF LOAN NOTICE

Date:  __________, 200__

To:      Bank of America, N.A., as Administrative Agent

Re:      Credit Agreement (as amended, modified, supplemented and extended from
         time to time, the "Credit Agreement") dated as of December ___, 2003
         among Quanta Services, Inc., a Delaware corporation (the "Borrower"),
         the Guarantors identified therein, the Lenders identified therein, and
         Bank of America, N.A., as Administrative Agent, L/C Issuer,
         Credit-Linked L/C Issuer and Swing Line Lender. Capitalized terms used
         but not otherwise defined herein have the meanings provided in the
         Credit Agreement.

Ladies and Gentlemen:

The undersigned hereby requests (select one):

[ ]  A Borrowing of Revolving Loans

[ ]  A Borrowing of Term Loans

[ ]  A conversion or continuation of Revolving Loans or Term Loans

1.       On _______________, 200__ (which is a Business Day).

2.       In the amount of $__________.

3.       Comprised of __________ (Type of Loan requested).

4.       For Eurodollar Rate Loans: with an Interest Period of _________ months.

With respect to any borrowing or any conversion or continuation requested
herein, the Borrower hereby represents and warrants that (i) in the case of a
borrowing of Revolving Loans, such request complies with the requirements of the
proviso to the first sentence of Section 2.01(a) of the Credit Agreement, (ii)
in the case of a borrowing of Term Loans, such request complies with the
requirements of the proviso of the first sentence of Section 2.06(a)(i) of the
Credit Agreement and (iii) in the case of a borrowing or any conversion or
continuation, each of the conditions set forth in Section 5.02 of the Credit
Agreement have been satisfied on and as of the date of such borrowing or such
conversion or continuation.

                                                     QUANTA SERVICES, INC.,
                                                     a Delaware corporation

                                                     By: _______________________
                                                     Name:
                                                     Title:

<PAGE>

                                    Exhibit C

                    FORM OF REQUEST FOR CREDIT-LINKED DEPOSIT

Date:  __________, 200__

To:      Bank of America, N.A., as Administrative Agent

Re:      Credit Agreement (as amended, modified, supplemented and extended from
         time to time, the "Credit Agreement") dated as of December ___, 2003
         among Quanta Services, Inc., a Delaware corporation (the "Borrower"),
         the Guarantors identified therein, the Lenders identified therein, and
         Bank of America, N.A., as Administrative Agent, L/C Issuer,
         Credit-Linked L/C Issuer and Swing Line Lender. Capitalized terms used
         but not otherwise defined herein have the meanings provided in the
         Credit Agreement.

Ladies and Gentlemen:

The undersigned hereby notifies the Administrative Agent that it will repay on
_______, 200_ (which is a Business Day) Term Loans in the outstanding principal
amount of $________ by paying Dollars to the Administrative Agent for deposit in
the Credit-Linked Deposit Account.

                                                     QUANTA SERVICES, INC.,
                                                     a Delaware corporation

                                                     By: _______________________
                                                     Name:
                                                     Title:

<PAGE>

                                    Exhibit D

                         FORM OF SWING LINE LOAN NOTICE

Date: __________, 200__

To:      Bank of America, N.A., as Swing Line Lender

Cc:      Bank of America, N.A., as Administrative Agent

Re:      Credit Agreement (as amended, modified, supplemented and extended from
         time to time, the "Credit Agreement") dated as of December ___, 2003
         among Quanta Services, Inc., a Delaware corporation (the "Borrower"),
         the Guarantors identified therein, the Lenders identified therein, and
         Bank of America, N.A., as Administrative Agent, L/C Issuer,
         Credit-Linked L/C Issuer and Swing Line Lender. Capitalized terms used
         but not otherwise defined herein have the meanings provided in the
         Credit Agreement.

Ladies and Gentlemen:

The undersigned hereby requests a Swing Line Loan:

1.       On __________ , 200__ (a Business Day).

2.       In the amount of $__________.

With respect to such Borrowing of Swing Line Loans, the Borrower hereby
represents and warrants that (i) such request complies with the requirements of
the proviso to the first sentence of Section 2.04(a) of the Credit Agreement and
(ii) each of the conditions set forth in Section 5.02 of the Credit Agreement
have been satisfied on and as of the date of such Borrowing of Swing Line Loans.

                                                     QUANTA SERVICES, INC.,
                                                     a Delaware corporation

                                                     By: _______________________
                                                     Name:
                                                     Title:

<PAGE>

                                   Exhibit E-1

                             FORM OF REVOLVING NOTE

                                                               December __, 2003

FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to
_____________________ or registered assigns (the "Lender"), in accordance with
the provisions of the Credit Agreement (as hereinafter defined), the principal
amount of each Revolving Loan from time to time made by the Lender to the
Borrower under that certain Credit Agreement (as amended, modified, supplemented
and extended from time to time, the "Credit Agreement") dated as of December __,
2003 among the Borrower, the Guarantors identified therein, the Lenders
identified therein and Bank of America, N.A., as Administrative Agent, L/C
Issuer, Credit-Linked L/C Issuer and Swing Line Lender. Capitalized terms used
but not otherwise defined herein have the meanings provided in the Credit
Agreement.

The Borrower promises to pay interest on the unpaid principal amount of each
Revolving Loan from the date of such Revolving Loan until such principal amount
is paid in full, at such interest rates and at such times as provided in the
Credit Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent's Office. If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate set forth in
the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, is entitled
to the benefits thereof and may be prepaid in whole or in part subject to the
terms and conditions provided therein. Upon the occurrence and continuation of
one or more of the Events of Default specified in the Credit Agreement, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable all as provided in the Credit Agreement.
Revolving Loans made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of business.
The Lender may also attach schedules to this Note and endorse thereon the date,
amount and maturity of its Revolving Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
nonpayment of this Note.

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

                                                     QUANTA SERVICES, INC.,
                                                     a Delaware corporation

                                                     By: _______________________
                                                     Name:
                                                     Title:

<PAGE>

                                   Exhibit E-2

                             FORM OF SWING LINE NOTE

                                                               December __, 2003

FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to
BANK OF AMERICA, N.A. or registered assigns (the "Swing Line Lender"), in
accordance with the provisions of the Credit Agreement (as hereinafter defined),
the principal amount of each Swing Line Loan from time to time made by the Swing
Line Lender to the Borrower under that certain Credit Agreement (as amended,
modified, supplemented and extended from time to time, the "Credit Agreement")
dated as of December __, 2003 among the Borrower, the Guarantors identified
therein, the Lenders identified therein and Bank of America, N.A., as
Administrative Agent, L/C Issuer, Credit-Linked L/C Issuer and Swing Line
Lender. Capitalized terms used but not otherwise defined herein have the
meanings provided in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of each
Swing Line Loan from the date of such Swing Line Loan until such principal
amount is paid in full, at such interest rates and at such times as provided in
the Credit Agreement. All payments of principal and interest shall be made to
the Administrative Agent for the account of the Swing Line Lender in Dollars in
immediately available funds at the Administrative Agent's Office. If any amount
is not paid in full when due hereunder, such unpaid amount shall bear interest,
to be paid upon demand, from the due date thereof until the date of actual
payment (and before as well as after judgment) computed at the per annum rate
set forth in the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, is entitled
to the benefits thereof and may be prepaid in whole or in part subject to the
terms and conditions provided therein. Upon the occurrence and continuation of
one or more of the Events of Default specified in the Credit Agreement, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable all as provided in the Credit Agreement. Swing
Line Loans made by the Swing Line Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of business.
The Swing Line Lender may also attach schedules to this Note and endorse thereon
the date, amount and maturity of its Swing Line Loans and payments with respect
thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
nonpayment of this Note.

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

                                                     QUANTA SERVICES, INC.,
                                                     a Delaware corporation

                                                     By: _______________________
                                                     Name:
                                                     Title:

<PAGE>

                                   Exhibit E-3

                           FORM OF CREDIT-LINKED NOTE

                                                               December __, 2003

FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to
_______________ or registered assigns (the "Lender"), in accordance with the
provisions of the Credit Agreement (as hereinafter defined), the principal
amount of each Term Loan from time to time made by the Lender to the Borrower
under that certain Credit Agreement (as amended, modified, supplemented and
extended from time to time, the "Credit Agreement") dated as of December __,
2003 among the Borrower, the Guarantors identified therein, the Lenders
identified therein and Bank of America, N.A., as Administrative Agent, L/C
Issuer, Credit-Linked L/C Issuer and Swing Line Lender. Capitalized terms used
but not otherwise defined herein have the meanings provided in the Credit
Agreement.

The Borrower promises to pay interest on the unpaid principal amount of (a) each
Credit-Linked L/C Advance from the date of such Credit-Linked L/C Advance until
such principal amount is paid in full and (b) each Term Loan from the date of
such Term Loan until such principal amount is paid in full, at such interest
rates and at such times as provided in the Credit Agreement. All payments of
principal and interest shall be made to the Administrative Agent for the account
of the Lender in Dollars in immediately available funds at the Administrative
Agent's Office. If any amount is not paid in full when due hereunder, such
unpaid amount shall bear interest, to be paid upon demand, from the due date
thereof until the date of actual payment (and before as well as after judgment)
computed at the per annum rate set forth in the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, is entitled
to the benefits thereof and may be prepaid in whole or in part subject to the
terms and conditions provided therein. Upon the occurrence and continuation of
one or more of the Events of Default specified in the Credit Agreement, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable all as provided in the Credit Agreement. Credit-
Linked L/C Advances and Term Loans made by the Lender shall be evidenced by one
or more loan accounts or records maintained by the Lender in the ordinary course
of business. The Lender may also attach schedules to this Note and endorse
thereon the date, amount and maturity of its Credit-Linked L/C Advances and Term
Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
nonpayment of this Note.

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

                                                     QUANTA SERVICES, INC.,
                                                     a Delaware corporation

                                                     By: _______________________
                                                     Name:
                                                     Title:

<PAGE>

                                    Exhibit F

                         FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date: __________, 200__

To:      Bank of America, N.A., as Administrative Agent

Re:      Credit Agreement (as amended, modified, supplemented and extended from
         time to time, the "Credit Agreement") dated as of December __, 2003
         among Quanta Services, Inc., a Delaware corporation (the "Borrower"),
         the Guarantors identified therein, the Lenders identified therein, and
         Bank of America, N.A., as Administrative Agent, L/C Issuer,
         Credit-Linked L/C Issuer and Swing Line Lender. Capitalized terms used
         but not otherwise defined herein have the meanings provided in the
         Credit Agreement.

Ladies and Gentlemen:

The undersigned Responsible Officer hereby certifies as of the date hereof that
[he/she] is the _______________ of the Borrower, and that, in [his/her] capacity
as such, [he/she] is authorized to execute and deliver this Certificate to the
Administrative Agent on the behalf of the Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements:]

[1.      Attached hereto as Schedule 1 are the year-end audited financial
statements required by Section 7.01(a) of the Credit Agreement for the fiscal
year of the Borrower ended as of the above date, together with the report and
opinion of an independent certified public accountant required by such section.]

[Use following paragraph 1 for fiscal quarter-end financial statements:]

[1.      Attached hereto as Schedule 1 are the unaudited financial statements
required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of
the Borrower ended as of the above date. Such financial statements fairly
present the financial condition, results of operations and cash flows of the
Borrower and its Subsidiaries in accordance with GAAP as at such date and for
such period, subject only to normal year-end audit adjustments and the absence
of footnotes.]

2.       The undersigned has reviewed and is familiar with the terms of the
Credit Agreement and has made, or has caused to be made, a detailed review of
the transactions and condition (financial or otherwise) of the Borrower during
the accounting period covered by the attached financial statements.

3.       A review of the activities of the Borrower during such fiscal period
has been made under the supervision of the undersigned with a view to
determining whether during such fiscal period the Borrower performed and
observed all its Obligations under the Loan Documents, and

[select one:]

[to the best knowledge of the undersigned during such fiscal period, the
Borrower performed and observed each covenant and condition of the Loan
Documents applicable to it.]

[or:]

<PAGE>

[the following covenants or conditions have not been performed or observed and
the following is a list of each such Default and its nature and status:]

4.       The representations and warranties of the Loan Parties contained in the
Credit Agreement or any other Loan Document, are true and correct on and as of
the date hereof, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct
as of such earlier date, and except that for purposes of this Compliance
Certificate, the representations and warranties contained in subsections (a) and
(b) of Section 6.05 of the Credit Agreement shall be deemed to refer to the most
recent statements furnished pursuant to clauses (a) and (b), respectively, of
Section 7.01 of the Credit Agreement, including the statements in connection
with which this Compliance Certificate is delivered.

5.       The financial covenant analyses and information set forth on Schedule 2
hereto are true and accurate on and as of the date of this Certificate.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
__________, 200__.

                                                     QUANTA SERVICES, INC.,
                                                     a Delaware corporation

                                                     By: _______________________
                                                     Name:
                                                     Title:

<PAGE>

                                   SCHEDULE 2
                            TO COMPLIANCE CERTIFICATE

<TABLE>
<S>                                                                             <C>
1.       Consolidated Net Worth

         (c) Actual Consolidated Net Worth                                      $___________

         (d) Beginning Consolidated Net Worth                                   $570,000,000

         (e) 50% of Consolidated Net Income                                     $___________

         (f) Equity Issuances                                                   $___________

         (g) Permitted Charges                                                  $___________

         (h) Non-Cash Charges                                                   $___________

         (i) [(c) - (d) - (e)]                                                  $___________

         (j) Minimum Consolidated Net Worth
             [(a) + (b) + (f)]                                                  $___________

2.       Consolidated Leverage Ratio

         (a) Consolidated Funded Indebtedness $

         (b) unrestricted cash and Cash Equivalents in
             excess of $25 million                                              $___________

         (c) [(a) - (b)]                                                        $___________

         (d) Consolidated EBITDA                                                $___________

         (e) Consolidated Leverage Ratio
             [(c) / (d)]                                                        ________:1.0

3.       Consolidated Senior Leverage Ratio

         (a) Consolidated Funded Indebtedness
             (other than Subordinated Indebtedness)                             $___________

         (b) unrestricted cash and Cash Equivalents
             in excess of  $25 million                                          $___________

         (c) [(a) - (b)]                                                        $___________

         (d) Consolidated EBITDA                                                $___________

         (e) Consolidated Senior Leverage Ratio
             [(c) / (d)]                                                        ________:1.0
</TABLE>

<PAGE>

<TABLE>
<S>                                                                             <C>
4.       Consolidated Interest Coverage Ratio

         (a) Consolidated EBIT $

         (b) Consolidated Interest Expense                                      $___________

         (c) interest expense attributable to capital loan costs and fees
             paid in connection with issuance of letters of credit              $___________

         (d) [(b) + (c)] $

         (e) Consolidated Interest Coverage Ratio
             [(a) / (d)]                                                        ________:1.0

5.       Consolidated Asset Coverage Ratio

         (a) Consolidated Net Accounts                                          $___________

         (b) Consolidated Net PP&E                                              $___________

         (c) Consolidated Net Assets
             [(a) + (b)]                                                        $___________

         (d) Consolidated Funded Indebtedness (other than Subordinated
             Indebtedness)                                                      $___________

         (e) unrestricted cash and Cash Equivalents in excess of
             $25,000,000                                                        $___________

         (f) [(d) - (e)]                                                        $___________

         (g) Consolidated Asset Coverage Ratio
             [(c) / (f)]                                                        ________:1.0
</TABLE>

<PAGE>

                                    Exhibit G

                        FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this "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 have the meanings
provided in the Credit Agreement identified below, receipt of a copy of which is
hereby acknowledged by the Assignee. The Standard 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 Standard Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor's rights and
obligations as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below
(including, without limitation, Letters of Credit, Credit-Linked Letters of
Credit, Guarantees and Swing Line Loans included in such facilities) and (ii) to
the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of the Assignor (in its capacity as a
Lender) 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 or in any
way based on or related to any of the foregoing, including, but not limited to,
contract claims, tort claims, malpractice claims, statutory claims and all other
claims at law or in equity related to the rights and obligations sold and
assigned pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as, 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.       Borrower:             Quanta Services, Inc., a Delaware
                                        corporation

         4.       Administrative Agent: Bank of America, N.A., as the
                                        administrative agent under the Credit
                                        Agreement

         5.       Credit Agreement:     The Credit Agreement dated as of
                                        December __, 2003 by and among the
                                        Borrower, the Guarantors, the Lenders
                                        parties thereto, and Bank of America,
                                        N.A., as Administrative Agent, L/C
                                        Issuer, Credit-Linked L/C Issuer and
                                        Swing Line Lender

<PAGE>

         6.       Assigned Interest:

<TABLE>
<CAPTION>
                        Aggregate Amount of      Amount of
                         Commitment/Loans     Commitment/Loans   Percentage Assigned of
Facility Assigned(2)      for all Lenders        Assigned(3)      Commitment/Loans(4)
---------------------------------------------------------------------------------------
<S>                     <C>                   <C>                <C>
</TABLE>

         7.       Trade Date:           __________________(5)

         8.       Effective Date:       __________________(6)

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR:                                    [NAME OF ASSIGNOR]

                                             By: ______________________________
                                             Name:
                                             Title:

ASSIGNEE:                                    [NAME OF ASSIGNEE]

                                             By: ______________________________
                                             Name:
                                             Title:

[Consented to and](7) Accepted:

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

By: ______________________________
Name:
Title:

[Consented to:](8)

QUANTA SERVICES, INC.

By: ______________________________
Name:

-------------
         (2) Fill in the appropriate terminology for the types of facilities
under the Credit Agreement that are being assigned under this Assignment (e.g.
"Revolving Commitment" and "Credit-Linked Loan Commitment")

         (3) 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) To be completed if the Assignor and the Assignee intend that the
minimum assignment amount is to be determined as of the Trade Date.

         (6) To be inserted by Administrative Agent and shall be the effective
date of recordation of transfer in the register therefor.

         (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.

<PAGE>

Title:

[Consented to:] (9)

BANK OF AMERICA, N.A., as L/C Issuer, Credit-Linked
L/C Issuer and Swing Line Lender

By: ______________________________
Name:
Title:

----------------
         (9) To be added only if the consent of the Swing Line Lender, L/C
Issuer and Credit-Linked L/C Issuer is required by the terms of the Credit
Agreement.

<PAGE>

                      Annex 1 to Assignment and Assumption

                          STANDARD TERMS AND CONDITIONS

1.       Representations and Warranties.

1.1.     Assignor. The Assignor (a) 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; and (b) assumes no responsibility with respect to (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 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 or (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.

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) it meets all
requirements of an Eligible Assignee under the Credit Agreement (subject to
receipt of such consents as may be required under the Credit Agreement), (iii)
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, (iv) it has
received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 7.01 thereof, as applicable,
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, and (v) if it is a Foreign Lender,
attached hereto is any documentation required to be delivered by it 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. 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 law of the State of New York.

<PAGE>

                                    Exhibit H

                            FORM OF JOINDER AGREEMENT

         THIS JOINDER AGREEMENT (the "Agreement") dated as of __________, 200__
is by and between __________, a __________ (the "New Subsidiary"), and Bank of
America, N.A., in its capacity as Administrative Agent under that certain Credit
Agreement (as amended, modified, supplemented and extended from time to time,
the "Credit Agreement") dated as of December __, 2003 among Quanta Services,
Inc., a Delaware corporation (the "Borrower"), the Guarantors identified
therein, the Lenders identified therein and Bank of America, N.A., as
Administrative Agent. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.

         The Loan Parties are required by Section 7.12 of the Credit Agreement
to cause the New Subsidiary to become a "Guarantor" thereunder. Accordingly, the
New Subsidiary hereby agrees as follows with the Administrative Agent, for the
benefit of the Lenders:

         1.       The New Subsidiary hereby acknowledges, agrees and confirms
that, by its execution of this Agreement, the New Subsidiary will be deemed to
be a party to the Credit Agreement and a "Guarantor" for all purposes of the
Credit Agreement, and shall have all of the obligations of a Guarantor
thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms,
provisions and conditions applicable to the Guarantors contained in the Credit
Agreement. Without limiting the generality of the foregoing terms of this
paragraph 1, the New Subsidiary hereby jointly and severally together with the
other Guarantors, guarantees to each Lender and the Administrative Agent, as
provided in Article IV of the Credit Agreement, the prompt payment and
performance of the Obligations in full when due (whether at stated maturity, as
a mandatory prepayment, by acceleration or otherwise) strictly in accordance
with the terms thereof.

         2.       The New Subsidiary hereby acknowledges, agrees and confirms
that, by its execution of this Agreement, the New Subsidiary will be deemed to
be a party to the Security Agreement and a "Grantor" for all purposes of the
Security Agreement, and shall have all the obligations of a Grantor thereunder
as if it had executed the Security Agreement. The New Subsidiary hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms,
provisions and conditions contained in the Security Agreement. Without limiting
generality of the foregoing terms of this paragraph 2, the New Subsidiary hereby
grants to the Administrative Agent, for the benefit of the Lenders, a continuing
security interest in, and a right of set off against, any and all right, title
and interest of the New Subsidiary in and to the Collateral (as defined in the
Security Agreement) of the New Subsidiary to secure the prompt payment and
performance in full when due, whether by lapse of time, acceleration, mandatory
prepayment or otherwise, of the Secured Obligations (as defined in the Security
Agreement).

         3.       The New Subsidiary hereby acknowledges, agrees and confirms
that, by its execution of this Agreement, the New Subsidiary will be deemed to
be a party to the Pledge Agreement and a "Pledgor" for all purposes of the
Pledge Agreement, and shall have all the obligations of a Pledgor thereunder as
if it had executed the Pledge Agreement. The New Subsidiary hereby ratifies, as
of the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Pledge Agreement. Without limiting generality of the
foregoing terms of this paragraph 3, the New Subsidiary hereby grants, pledges
and assigns to the Administrative Agent, for the benefit of the Lenders, a
continuing security interest in, and a right of set off against, any and all
right, title and interest of the New Subsidiary in and to the Capital Stock
identified on Schedule 7 hereto and all other Pledge Collateral (as defined in
the Pledge Agreement) of the New Subsidiary to secure the prompt payment and
performance in

<PAGE>

full when due, whether by lapse of time, acceleration, mandatory prepayment or
otherwise, of the Secured Obligations (as defined in the Pledge Agreement).

         4.       The Subsidiary hereby represents and warrants to the
Administrative Agent that:

                  (a)      The New Subsidiary's exact legal name and state of
         formation are as set forth on the signature pages hereto.

                  (b)      The New Subsidiary's chief executive office is
         located at the location set forth on Schedule 1 hereto. The New
         Subsidiariy's taxpayer identification number and organization number
         are set forth on Schedule 1 hereto.

                  (c)      Other than as set forth on Schedule 2 hereto, the New
         Subsidiary has not changed its legal name, changed its state of
         formation, been party to a merger, consolidation or other change in
         structure or used any tradename in the five years preceding the date
         hereof.

                  (d)      Schedule 3 hereto includes all Copyrights, Copyright
         Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses
         owned by the New Subsidiary in its own name, or to which the New
         Subsidiary is a party, as of the date hereof. None of the Copyrights,
         Patents and Trademarks of the New Subsidiary set forth in Schedule 4
         hereto is the subject of any licensing or franchise agreement, except
         as set forth on Schedule 4 hereto.

                  (e)      Schedule 4 hereto includes all Commercial Tort Claims
         before any Governmental Authority by or in favor of the New Subsidiary.

                  (f)      Schedule 5 hereto lists all real property located in
         the United States that is owned or leased by the New Subsidiary as of
         the date hereof.

                  (g)      Schedule 6 hereto lists all locations in the United
         States of tangible personal property that is owned or leased by the New
         Subsidiary as of the date hereof.

                  (h)      Schedule 7 hereto includes all Subsidiaries of the
         New Subsidiary, including number of shares of outstanding Capital
         Stock, the certificate number(s) of the certificates evidencing such
         Capital Stock and the percentage of such Capital Stock owned by the New
         Subsidiary.

         5.       The address of the New Subsidiary for purposes of all notices
and other communications is the address designated for all Loan Parties on
Schedule 11.02 to the Credit Agreement or such other address as the New
Subsidiary may from time to time notify the Administrative Agent in writing.

         6.       The New Subsidiary hereby waives acceptance by the
Administrative Agent and the Lenders of the guaranty by the New Subsidiary under
Article IV of the Credit Agreement upon the execution of this Agreement by the
New Subsidiary.

         7.       This Agreement may be executed in multiple counterparts, each
of which shall constitute an original but all of which when taken together shall
constitute one contract.

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

<PAGE>

         IN WITNESS WHEREOF, the New Subsidiary has caused this Joinder
Agreement to be duly executed by its authorized officer, and the Administrative
Agent, for the benefit of the Lenders, has caused the same to be accepted by its
authorized officer, as of the day and year first above written.

                                        [NEW SUBSIDIARY]

                                        By: ______________________________
                                        Name:
                                        Title:

Acknowledged and accepted:

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

By: ______________________________
Name:
Title:

<PAGE>

                                   Schedule 1

                       Location of Chief Executive Office;
              Taxpayer Identification Number; Organizational Number

<PAGE>

                                   Schedule 2

                  Changes in Legal Name or State of Formation;
       Mergers, Consolidations and other Changes in Structure; Tradenames

<PAGE>

                                   Schedule 3

                                    IP Rights

<PAGE>

                                   Schedule 4

                             Commercial Tort Claims

<PAGE>

                                   Schedule 5

                             Real Property Locations

<PAGE>

                                   Schedule 6

                      Tangible Personal Property Locations

<PAGE>

                                   Schedule 7

                                  Pledged Stock

<PAGE>

                                    Exhibit I

                              BANK OF AMERICA, N.A.

                         MONEY MARKET ACCOUNT AGREEMENT

Account No. [___________]                                      December __, 2003

         1.       The amount deposited in this Bank of America, N.A. (the
                  "Bank"), Money Market Account (the "Account") by Bank of
                  America, N.A., as Administrative Agent under that certain
                  Credit Agreement dated as of November __, 2003 (the
                  "Administrative Agent"), on November __, 2003 (the "Initial
                  Deposit Date") is One Hundred Fifty Million Dollars
                  ($150,000,000.00). The Bank will designate the Account on its
                  official records as the "Bank of America, N.A. as
                  Administration Agent Quanta Services, Inc. Credit Linked
                  Deposit Account".

         2.       The Account shall bear interest during each Interest Period
                  (as defined below) at an interest rate per annum at a rate
                  equal to the LIBO Rate (as defined below) minus fifteen (15)
                  basis points until the Account balance is reduced to zero ($0)
                  (the "Closure Date"). The Bank will accrue interest on the
                  closing balance of the Account daily on the basis of a 360-day
                  year.

                  "Interest Period" means the period commencing on the Initial
                  Deposit Date or the end of the immediately preceding Interest
                  Period, as applicable, and ending on the date three months
                  thereafter; provided that:

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

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

                  (iii)    notwithstanding clauses (i) and (ii) above, the final
                  Interest Period shall be the period commencing on the end of
                  the immediately preceding Interest Period and ending on the
                  Closure Date (the "Final Interest Period").

                  "LIBO Rate" means

                  (i)      for any Interest Period other than the Final Interest
                  Period:

                           (a)      the rate per annum equal to the rate
                           determined by the Bank to be the offered rate that
                           appears on the page of the Telerate screen (or any
                           successor thereto) that displays an average British
                           Bankers Association Interest Settlement

<PAGE>

                           Rate for deposits in Dollars (for delivery on the
                           first day of such Interest Period) with a term
                           equivalent to such Interest Period, determined as of
                           approximately 11:00 a.m. (London time) two Business
                           Days prior to the first day of such Interest Period,
                           or

                           (b)      if the rate referenced in the preceding
                           clause (a) does not appear on such page or service or
                           such page or service shall not be available, the rate
                           per annum equal to the rate determined by the Bank to
                           be the offered rate on such other page or other
                           service that displays an average British Bankers
                           Association Interest Settlement Rate for deposits in
                           Dollars (for delivery on the first day of such
                           Interest Period) with a term equivalent to such
                           Interest Period, determined as of approximately 11:00
                           a.m. (London time) two Business Days prior to the
                           first day of such Interest Period, or

                           (c)      if the rates referenced in the preceding
                           clauses (a) and (b) are not available, the rate per
                           annum determined by the Bank as the rate of interest
                           at which deposits in Dollars for delivery on the
                           first day of such Interest Period in same day funds
                           in the approximate amount of the Account, being made
                           or continued and with a term equivalent to such
                           Interest Period would be offered by the Bank's London
                           Branch to major banks in the London interbank
                           eurodollar market at their request at approximately
                           4:00 p.m. (London time) two Business Days prior to
                           the first day of such Interest Period, and

                  (ii)     for the Final Interest Period, the rate per annum
                  determined by the Bank as provided in clause (a), (b), or (c)
                  above, as applicable, based upon the assumption at the date of
                  determination that such Interest Period will end on the date
                  three months after the start thereof (taking into account the
                  conventions set forth in clauses (i) and (ii) in the
                  definition of "Interest Period" above).

                  "Business Day" means any day other than a Saturday, Sunday or
                  other day on which commercial banks in New York or Dallas are
                  authorized to close under applicable law or are in fact closed
                  and a day on which dealings in Dollar deposits are conducted
                  by and between banks in the London interbank eurodollar
                  market.

                  "Dollar", "Dollars" and "$" mean lawful money of the United
                  States of America.

         3.       The Bank agrees to pay interest quarterly in arrears on the
                  first Business Day following the end of each Interest Period
                  to the bank account designated in writing by the
                  Administrative Agent.

         4.       The Bank reserves the right to require the Administrative
                  Agent to give seven days' advance written notice of any
                  withdrawal or transfer from the Account.

         5.       The Administrative Agent may make up to six withdrawals or
                  transfers from the Account by telephone during each calendar
                  month. During each calendar month the Administrative Agent
                  also may make transfers from the Account to another account of
                  the Administrative Agent at the Bank or withdrawals (i.e.,
                  payments directly to the Administrative Agent) when such
                  transfers or withdrawals are made by written request of the
                  Administrative Agent mailed or delivered by messenger or made
                  in person to the Bank.

         6.       For each permitted withdrawal or transfer from the Account,
                  the Bank will pay to the Administrative Agent the amount
                  requested up to the amount of the balance of the

<PAGE>

                  Account. Any accrued interest on such amount from and
                  including the immediately preceding quarterly interest payment
                  date to but not including the relevant withdrawal or transfer
                  date will be paid by the Bank to the Administrative Agent on
                  the next quarterly interest payment date or the Closure Date,
                  as the case may be.

         7.       The Bank represents that (a) this Account creates a
                  debtor-creditor relationship between the Bank and the
                  Administrative Agent, (b) it treats the amount deposited in
                  the Account as a deposit liability on its balance sheet, (c)
                  the terms on which the Account is made available are
                  substantially similar to terms made available to other
                  institutional Bank customers for deposit accounts of the same
                  type, and (d) it classifies the Account as a "savings account"
                  under Regulation D of the Board of Governors of the Federal
                  Reserve System.

         8.       The Bank agrees not to close the Account until the Closure
                  Date.

         9.       All notices required hereunder shall be personally delivered
                  or sent by first class mail, postage prepaid, or by overnight
                  courier, to the addresses on the signature page attached
                  hereto, or sent by facsimile to the fax numbers listed on the
                  signature page, provided by telephone to the telephone numbers
                  listed on the signature page, or to such other addresses as
                  the Bank and the Administrative Agent may specify from time to
                  time in writing. Notices and other communications shall be
                  effective (i) if mailed, upon the earlier of receipt or five
                  (5) days after deposit in the U.S. mail, first class, postage
                  prepaid, (ii) if telecopied, when transmitted, (iii) if
                  telephoned, when the telephonic message is received "live" by
                  an authorized recipient at the telephone number, or (iv) if
                  hand-delivered, by courier or otherwise (including telegram,
                  lettergram or mailgram), when delivered. From time to time,
                  Administrative Agent will designate one or more authorized
                  signers on the Account by execution and delivery of signature
                  cards to the Bank.

<PAGE>

BANK OF AMERICA, N.A., as the Bank

By:      ______________________________
Name:
Title:

Attention:
Telecopier No.:
Telephone No.:

Accepted and Agreed:

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

By:      ______________________________________
Name:
Title:

Attention:
Telecopier No.:
Telephone No.: