<PAGE>

                                                                 EXHIBIT 10.1(a)


-------------------------------------------------------------------------------



                                CREDIT AGREEMENT

                          Dated as of November 20, 2002

                                      Among



                             BLUE RHINO CORPORATION,
                                as the Borrower,



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



                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                              as Syndication Agent,

                                       and

                         The Other Lenders Party Hereto





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


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<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
         Section                                                                                               Page
         -------                                                                                               ----
<S>                   <C>                                                                                      <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...............................................................................27
   1.07               Letter of Credit Amounts...................................................................27
   1.08               Borrowing Base.............................................................................28

ARTICLE II.           THE COMMITMENTS AND CREDIT EXTENSIONS......................................................28
   2.01               Revolving Credit Loans.....................................................................28
   2.02               Term Loan..................................................................................29
   2.03               Conversions and Continuations of Revolving Credit Loans and Term Loan......................30
   2.04               Letters of Credit..........................................................................31
   2.05               Swing Line Loans...........................................................................38
   2.06               Prepayments................................................................................41
   2.07               Voluntary Termination or Reduction of Revolving Credit Commitments.........................45
   2.08               Repayment of Loans.........................................................................45

ARTICLE III.          GENERAL LOAN PROVISIONS....................................................................46
   3.01               Interest...................................................................................46
   3.02               Fees.......................................................................................46
   3.03               Computation of Interest and Fees...........................................................47
   3.04               Evidence of Debt...........................................................................47
   3.05               Payments Generally.........................................................................48
   3.06               Security...................................................................................50

ARTICLE IV.           TAXES, YIELD PROTECTION AND ILLEGALITY.....................................................50
   4.01               Taxes......................................................................................50
   4.02               Illegality.................................................................................51
   4.03               Inability to Determine Rates...............................................................52
   4.04               Increased Cost and Reduced Return; Capital Adequacy........................................52
   4.05               Funding Losses.............................................................................52
   4.06               Matters Applicable to all Requests for Compensation........................................53
   4.07               Survival...................................................................................53

ARTICLE V.            CONDITIONS PRECEDENT TO CREDIT EXTENSIONS..................................................53
   5.01               Conditions of Initial Credit Extension.....................................................53
   5.02               Conditions to all Credit Extensions........................................................56
   5.03               Post-Closing Condition.....................................................................56
</TABLE>


                                       i
<PAGE>

<TABLE>
<S>                   <C>                                                                                      <C>

ARTICLE VI.           REPRESENTATIONS AND WARRANTIES.............................................................56
   6.01               Existence, Qualification and Power; Compliance with Laws...................................57
   6.02               Authorization; No Contravention............................................................57
   6.03               Governmental Authorization; Other Consents.................................................57
   6.04               Binding Effect.............................................................................57
   6.05               Financial Statements; No Material Adverse Effect...........................................58
   6.06               Litigation.................................................................................58
   6.07               No Default.................................................................................58
   6.08               Ownership of Property; Liens...............................................................58
   6.09               Environmental Compliance...................................................................59
   6.10               Insurance..................................................................................60
   6.11               Taxes......................................................................................60
   6.12               ERISA Compliance...........................................................................60
   6.13               Subsidiaries...............................................................................61
   6.14               Margin Regulations; Investment Company Act; Public Utility Holding
                      Company Act................................................................................61
   6.15               Disclosure.................................................................................62
   6.16               Compliance with Laws.......................................................................62
   6.17               Intellectual Property; Licenses, Etc.......................................................62
   6.18               Employee Relations.........................................................................63
   6.19               Burdensome Provisions......................................................................63
   6.20               Survival of Representations and Warranties, Etc............................................63

ARTICLE VII.          AFFIRMATIVE COVENANTS......................................................................63
   7.01               Financial Statements.......................................................................63
   7.02               Certificates; Other Information............................................................64
   7.03               Notices....................................................................................65
   7.04               Payment of Obligations.....................................................................66
   7.05               Preservation of Existence, Etc.............................................................66
   7.06               Maintenance of Properties..................................................................66
   7.07               Maintenance of Insurance...................................................................67
   7.08               Compliance with Laws.......................................................................67
   7.09               Environmental Laws.........................................................................67
   7.10               Compliance with ERISA......................................................................68
   7.11               Compliance With Agreements.................................................................68
   7.12               Books and Records..........................................................................68
   7.13               Inspection Rights..........................................................................68
   7.14               Use of Proceeds............................................................................69
   7.15               Additional Subsidiaries....................................................................69
   7.16               Swap Contracts.............................................................................70
   7.17               Further Assurances.........................................................................70

ARTICLE VIII.         NEGATIVE COVENANTS.........................................................................70
   8.01               Liens......................................................................................70
   8.02               Investments................................................................................71
   8.03               Indebtedness...............................................................................72
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>                   <C>                                                                                      <C>

   8.04               Fundamental Changes........................................................................74
   8.05               Dispositions...............................................................................75
   8.06               Restricted Payments........................................................................76
   8.07               Limitations on Exchange and Issuance of Capital Stock......................................76
   8.08               Change in Nature of Business...............................................................77
   8.09               Accounting Changes; Organizational Documents...............................................77
   8.10               Transactions with Affiliates...............................................................77
   8.11               Burdensome Agreements......................................................................77
   8.12               Use of Proceeds............................................................................77
   8.13               Impairment of Security Interests...........................................................77
   8.14               Amendments, Payments and Prepayments of Subordinated Indebtedness..........................78
   8.15               Financial Covenants........................................................................78

ARTICLE IX.           EVENTS OF DEFAULT AND REMEDIES.............................................................79
   9.01               Events of Default..........................................................................79
   9.02               Remedies Upon Event of Default.............................................................82
   9.03               Application of Funds.......................................................................82

ARTICLE X.            ADMINISTRATIVE AGENT.......................................................................83
   10.01              Appointment and Authorization of Administrative Agent......................................83
   10.02              Delegation of Duties.......................................................................84
   10.03              Liability of Administrative Agent..........................................................84
   10.04              Reliance by Administrative Agent...........................................................84
   10.05              Notice of Default..........................................................................85
   10.06              Credit Decision; Disclosure of Information by Administrative Agent.........................85
   10.07              Indemnification of Administrative Agent....................................................86
   10.08              Administrative Agent in its Individual Capacity............................................86
   10.09              Successor Administrative Agent.............................................................86
   10.10              Administrative Agent May File Proofs of Claim..............................................87
   10.11              Collateral and Guaranty Matters............................................................88

ARTICLE XI.           MISCELLANEOUS..............................................................................88
   11.01              Amendments, Etc............................................................................88
   11.02              Notices and Other Communications; Facsimile Copies.........................................90
   11.03              No Waiver; Cumulative Remedies.............................................................91
   11.04              Attorney Costs, Expenses and Taxes.........................................................91
   11.05              Indemnification by the Borrower............................................................91
   11.06              Payments Set Aside.........................................................................92
   11.07              Successors and Assigns.....................................................................93
   11.08              Confidentiality............................................................................96
   11.09              Set-off....................................................................................96
   11.10              Interest Rate Limitation...................................................................97
   11.11              Counterparts...............................................................................97
   11.12              Integration................................................................................97
   11.13              Survival of Representations and Warranties.................................................97
   11.14              Severability...............................................................................97
</TABLE>


                                      iii
<PAGE>

<TABLE>
<S>                   <C>                                                                                      <C>

   11.15              Tax Forms..................................................................................98
   11.16              Governing Law..............................................................................99
   11.17              Waiver of Right to Trial by Jury..........................................................100
</TABLE>


SCHEDULES

         2.01     Commitments and Commitment Percentages
         6.01     Jurisdictions of Organization and Qualification
         6.06     Litigation
         6.09     Environmental Matters
         6.13     Subsidiaries and Other Equity Investments
         6.19     Burdensome Provisions
         8.01     Existing Liens
         8.02     Existing Investments
         8.03     Existing Indebtedness
         8.10     Transactions with Affiliates
         11.02    Administrative Agent's Office, Certain Addresses for Notices

EXHIBITS
                  FORM OF

         A        Loan Notice
         B        Swing Line Loan Notice
         C        Note
         D        Compliance Certificate
         E        Assignment and Assumption
         F        Guaranty Agreement
         G        Collateral Agreement
         H        Opinion Matters
         I        Joinder Agreement
         J        Borrowing Base Certificate


                                       iv
<PAGE>


                                CREDIT AGREEMENT

         This CREDIT AGREEMENT ("Agreement") is entered into as of November 20,
2002, among BLUE RHINO CORPORATION, a Delaware corporation (the "Borrower"),
each lender from time to time party hereto (collectively, the "Lenders" and
individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent,
Swing Line Lender and L/C Issuer.

         The Borrower has requested that the Lenders provide a revolving credit
facility and a term loan facility, 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:

         "Account Debtor" means any Person who is or who may become obligated to
the Borrower or any of its Subsidiaries under or on account of an Account.

         "Accounts" means all "accounts" (as defined in the UCC) of the Borrower
or any of its Subsidiaries, including without limitation all present or future
accounts receivable, all rights to payment for goods sold or leased or to be
sold or leased or for services rendered or to be rendered, whether or not earned
by performance, all rights in any merchandise or goods which any of the same may
represent, all notes receivable, book debts, notes, bills, drafts, acceptances,
choses in action, contract rights, instruments and documents and all sums of
money due or to become due thereon and all proceeds thereof and all rights,
title, security interests and guarantees with respect to each of the foregoing.

         "Additional Equity Offering" means the planned offering of common stock
of the Borrower; provided that such offering occurs on or before May 31, 2003.

         "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


<PAGE>

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, the Arranger), and the officers, directors, employees,
agents and attorneys-in-fact of such Persons and Affiliates.

         "Aggregate Commitments" means the Commitments of all the Lenders.

         "Agreement" means this Credit Agreement, as amended, restated,
supplemented or otherwise modified from time to time.

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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                           APPLICABLE RATE
-------------------------------------------------------------------------------------------------------
                                                                        Eurodollar

                                                                          Rate +

                                                                            and
-------------------------------------------------------------------------------------------------------
<S>         <C>                                        <C>                 <C>             <C>
     1          Less than or equal to 0.75:1           0.375%              2.00%           0.50%

     2      Greater than 0.75:1 but less than or       0.500%              2.25%           0.75%

     3      Greater than 1.25:1 but less than or       0.500%              2.50%           1.00%

     4      Greater than 1.75:1 but less than or       0.500%              2.75%           1.25%

     5              Greater than 2.25:1                0.500%              3.00%           1.50%
-------------------------------------------------------------------------------------------------------
</TABLE>


         Any increase or decrease in the Applicable Rate resulting from a change
in the Consolidated Total Leverage Ratio shall become effective as of the first
Business Day immediately following the date a Compliance Certificate is
delivered pursuant to Section 7.02(b); provided, that if a Compliance
Certificate is not delivered when due in accordance with such Section 7.02(b),
then Pricing Level 4 shall apply as of the first Business Day after the date on
which such Compliance Certificate was required to have been delivered. For the
period from the Closing Date to the first Business Day immediately following the
date of



                                       2
<PAGE>

delivery of a Compliance Certificate for the period ended October 31, 2002, the
Applicable Rate shall be (a) 2.75% for the Eurodollar Rate and the Letter of
Credit Fee, (b) 1.25% for the Base Rate, and 0.50% for the Commitment Fee.

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

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

         "Attorney Costs" means and includes all reasonable fees, expenses and
disbursements of any law firm or other external counsel and, without
duplication, the allocated cost of internal legal services and all expenses and
disbursements of internal counsel.

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

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the Fiscal Year ended July 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.

         "Availability Period" means the period from and including the Closing
Date to the earliest of (a) the Revolving Credit Maturity Date, (b) the date of
termination of the Revolving Credit Commitments pursuant to Section 2.06, and
(c) the date of termination of the commitment of each Lender to make Revolving
Credit Loans and of the obligation of the of the L/C Issuer to make L/C Credit
Extensions pursuant to Section 9.02.

         "Bank of America" means Bank of America, N.A., a national banking
association, and its successors.

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

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

         "Borrower" has the meaning set forth in the introductory paragraph
hereto.



                                       3
<PAGE>

         "Borrowing" means a Revolving Credit Borrowing, a Swing Line Borrowing
or a Term Loan Borrowing, as the context may require.

         "Borrowing Base" means, as of any date of determination and subject to
Section 1.08 and the following sentence: the sum of: (a) 80% of Eligible
Accounts, (b) 50% of Eligible Inventory, (c) 50% of Cylinder Inventory and (d)
50% of Eligible Equipment. Subject to any adjustments or corrections described
in Section 1.08, the Borrowing Base at any relevant time will be based on the
most recent Borrowing Base Certificate received by Administrative Agent pursuant
to Section 5.01 (a) or Section 7.02(c); provided that, if the Borrower fails to
deliver any Borrowing Base Certificate pursuant to Section 7.02(c) (i) on or
before the date it is due, the Borrower may not obtain any Loan or L/C Credit
Extension until such Borrowing Base Certificate is received by Administrative
Agent, or (ii) within 15 days after the date it is due, the Borrowing Base will
thereafter be $0.00 until such Borrowing Base Certificate is received by
Administrative Agent.

         "Borrowing Base Certificate" means a certificate in substantially the
form of Exhibit J, properly completed and signed by a Responsible Officer of the
Borrower, and accompanied by a reasonably detailed summary with listings and
agings of all Collateral, all in form and detail satisfactory to Administrative
Agent.

         "Borrowing Limit" means, as of any date of determination, the lesser of
(a) the Borrowing Base less the Outstanding Amount of the Term Loan and (b) the
Revolving Credit Commitments.

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

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

         "Change of Control" means, with respect to any Person, 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 a person or group shall
be deemed to have "beneficial ownership" of all securities 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), directly or
indirectly, of 35% or more of the equity securities of such Person entitled to
vote for members of the board of directors or equivalent governing body of such
Person 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



                                       4
<PAGE>

         (b) during any period of 12 consecutive months, a majority of the
members of the board of directors or other equivalent governing body of such
Person 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 Borrower shall cease to own 100% of the capital stock of each
of the Guarantors; or

         (d) shall cause a "change of control," as defined in the Senior
Subordinated Debt Documents;

         provided, that a Permitted Reorganization shall not constitute a Change
of Control.

         "Closing Date" means, the first date all the conditions precedent in
Section 5.01 are satisfied or waived in accordance with Section 5.01 (or, in the
case of Section 5.01(c), waived by the Person entitled to receive the applicable
payment).

         "Code" means the Internal Revenue Code of 1986.

         "Collateral" means the collateral security for all or a portion of the
Obligations pledged or granted pursuant to the Security Documents.

         "Collateral Agreement" means that certain Collateral Agreement dated as
of the date hereof, by each of the Loan Parties in favor of the Administrative
Agent on behalf of the Lenders, substantially in the form of Exhibit G.

         "Commitment" means, as to each Lender, the sum of such Lender's
Revolving Credit Commitment and Term Loan Commitment, in an aggregate principal
amount at any one time outstanding not to exceed the amounts set forth opposite
such Lender's name on Schedule 2.01 or in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable, as such amount may
be adjusted from time to time in accordance with this Agreement.

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

         "Consolidated EBITDA" 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 (a) the



                                       5
<PAGE>

following to the extent deducted in calculating such Consolidated Net Income:
(i) Consolidated Interest Charges for such period, whether paid or accrued and
whether or not capitalized (including, without limitation, amortization of debt
issuance costs and original issue discount, non-cash interest payments, the
interest component of any deferred payment obligations and capital leases,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financings and net payments (if any) pursuant
to hedging obligations), (ii) the provision for federal, state, local and
foreign income taxes payable by the Borrower and its Subsidiaries for such
period, (iii) the amount of depreciation, amortization (including amortization
of goodwill and other intangibles but excluding amortization -of prepaid cash
expenses that were paid in a prior period) and other non-cash expenses
(excluding any such non-cash expense to the extent that it represents and
accrual of or reserve for cash expenses in any future period or amortization of
a prepaid cash expense that was paid in a prior period) of the Borrower and its
Subsidiaries for such period to the extent that such depreciation, amortization
and other non-cash expenses were deducted in determining such Consolidated Net
Income and (iv) other expenses of the Borrower and its Subsidiaries reducing
such Consolidated Net Income which do not represent a cash item in such period
or any future period and minus (b) all non-cash items increasing Consolidated
Net Income for such period (other than items that were accrued in the ordinary
course of business).

         "Consolidated EBITDAR" means, for any period, the sum of Consolidated
EBITDA plus Consolidated Rental Expense for such period.

         "Consolidated Fixed Charges" means, for any period, the sum of the
following determined on a consolidated basis, for the Borrower and its
Subsidiaries in accordance with GAAP: (a) Consolidated Interest Charges paid in
cash, (b) dividends paid in cash by the Borrower, (c) scheduled principal
payments with respect to Indebtedness and (d) Consolidated Rental Expense.

         "Consolidated Fixed Charge Coverage Ratio" means, as of any date of
determination, the ratio of (a) the sum of (i) Consolidated EBITDAR for the
period of the four prior Fiscal Quarters ending on such date less (ii)
Maintenance Capital Expenditures made during such period less (iii) cash income
taxes (federal, state, local and foreign) paid by the Borrower and its
Subsidiaries during such period to (b) Consolidated Fixed Charges for such
period.

         "Consolidated Funded Indebtedness" means, as of any date of
determination, for the Borrower and its Subsidiaries on a consolidated basis,
the sum of (without duplication) (a) the outstanding principal amount of all
obligations, whether current or long-term, for borrowed money (including
Obligations hereunder) and all obligations evidenced by bonds, debentures,
notes, loan agreements or other similar instruments, (b) all direct obligations
arising under letters of credit (including standby and commercial), bankers'
acceptances, bank guaranties, surety bonds and similar instruments, (c) all
obligations in respect of the deferred purchase price of property or services
(other than accrued liabilities and all trade accounts payable in the ordinary
course of business), including, without limitation, all purchase money
Indebtedness, (d) Attributable Indebtedness in respect of capital leases and
Synthetic Lease Obligations, (e) without duplication, all Guarantees with
respect to outstanding Indebtedness of the types specified in clauses (a)
through (d) above of Persons other than the Borrower or any Subsidiary,



                                       6
<PAGE>

and (g) all Indebtedness of the types referred to in clauses (a) through (f)
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.

         "Consolidated Interest Charges" means, for any period, for the Borrower
and its Subsidiaries on a consolidated basis, the sum of (a) all interest,
premium payments, debt discount, commissions, fees, charges and related expenses
of the Borrower and its Subsidiaries in connection with borrowed money
(including capitalized interest) (whether paid, accrued or scheduled to be
paid), in connection with the deferred purchase price of assets, or in
connection with letters of credit and bankers' acceptance financings in each
case to the extent treated as interest in accordance with GAAP, (b) the portion
of rent expense of the Borrower and its Subsidiaries with respect to such period
under capital leases that is treated as interest in accordance with GAAP and (c)
the amount of net settlement obligations of the Borrower and its Subsidiaries
under any Swap Contract respecting interest rate management and relating to the
spread between the fixed interest rate under such Swap Contract and the floating
interest rate hedged thereby.

         "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 Rental Expense" shall mean, for any period, for the
Borrower and its Subsidiaries on a consolidated basis, the operating lease
expense of the Borrower and its Subsidiaries determined in accordance with GAAP
for leases with an initial term greater than one year, as disclosed in the notes
to the consolidated financial statements of the Borrower and its Subsidiaries.

         "Consolidated Senior Indebtedness" means, as of any date of
determination, all Consolidated Funded Indebtedness of the Borrower and its
Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP) on such date less any outstanding Subordinated
Indebtedness, including, without limitation, the Senior Subordinated Debt.

         "Consolidated Senior Leverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated Senior Indebtedness to (b)
Consolidated EBITDA for the period of four Fiscal Quarters most recently ended
for which the Borrower has delivered financial statements pursuant to Section
7.01(a) or Section 7.01(b).

         "Consolidated Net Worth" means, as of any date of determination, for
the Borrower and its Subsidiaries on a consolidated basis, Shareholders' Equity
of the Borrower and its Subsidiaries on that date.

         "Consolidated Total Leverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated Funded Indebtedness as of such date
to (b) Consolidated EBITDA for the



                                       7
<PAGE>

period of the four Fiscal Quarters most recently ended for which the Borrower
has delivered financial statements pursuant to Section 7.01(a) or Section
7.01(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 set forth in the definition of "Affiliate."

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

         "Cylinder Inventory" means, subject to modification by the
Administrative Agent pursuant to Section 1.08, the net book value of all
non-obsolete cylinder Inventory (excluding Valve Inventory) of any Loan Party
which is owned or under lease to third party lessees on terms and conditions
satisfactory to the Administrative Agent.

         "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, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each
case to the fullest extent permitted by applicable Laws.

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

         "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any property
by any Person, 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.

         "Disposition Proceeds" has the meaning set forth in Section 2.06(e).



                                       8
<PAGE>

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

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

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

         "Eligible Accounts" means, subject to modification by the
Administrative Agent pursuant to Section 1.08, the face value of all Accounts
which are bona fide existing obligations of the named Account Debtor arising
from the sale and delivery of merchandise or the rendering of services to such
Account Debtor in the ordinary course of a Loan Party's business and are
actually owing to such Loan Party and to the best knowledge of the Loan Parties,
are not contingent for any reason, and such Loan Party has lawful and absolute
Title to such Account and the unqualified right to assign and grant a security
interest therein to the Administrative Agent, and shall not include:

         (a) any Account which is more than sixty (60) days past due;

         (b) any Account which is due from an Account Debtor more than 30% or
more of whose Accounts are not eligible pursuant to clause (a);

         (c) any Account for which there exists a right of set off, defense or
discount (except regular discounts allowed in the ordinary course of business to
promote prompt payment) and for which no defense or counterclaim has been
asserted;

         (d) any Account which represents an obligation of any local, state or
federal governmental agency or entity (other than Accounts not exceeding
$250,000 in the aggregate from the Army and Air Force Exchange Service as
Account Debtor which such Accounts shall not be excluded from Eligible Accounts
pursuant to this clause (d));

         (e) any Account which arises out of a contract or order which, by its
terms, forbids or makes void or unenforceable any assignment of or granting of a
security interest in such Account by such Loan Party to the Administrative
Agent;

         (f) any Account arising from a "sale on approval," "sale or return,"
"consignment," or subject to any other repurchase or return agreement;

         (g) any Account which represents an obligation of a customer which is
not a resident of the United States or its territories unless such account is
supported by a letter of credit in form and substance satisfactory to the
Administrative Agent;

         (h) any Account which arises from the sale or lease to or performance
of services for, or represents an obligation of, an employee, affiliate,
partner, parent or Subsidiary of a Loan Party, including, without limitation, R4
Technical Center;

         (i) any unapplied credits over 61 days old;



                                       9
<PAGE>

         (j) any Account that is evidenced by chattel paper or an instrument of
any kind, unless such chattel paper or instrument is duly endorsed to and is in
the possession of the Administrative Agent, or with respect to electronic
chattel paper, is under the "control" (as defined in the UCC) of the
Administrative Agent;

         (k) any Account that is subject to any Lien or security interest
whatsoever, other than the Administrative Agent's first priority perfected
security interest;

         (l) any Account for which the Account Debtor is insolvent or the
subject of any bankruptcy or insolvency proceeding of any kind (other than
Accounts not exceeding $1,000,000 in the aggregate from Kmart, Inc. as Account
Debtor which such Accounts shall not be excluded from Eligible Accounts pursuant
to this clause (l)); and

         (m) any Account for which the Account Debtor is located in any state
which requires that the counterparty to such Account, in order to sue any Person
in such state's courts, either (i) qualify to do business in such state or (ii)
file a report with the taxation department of such state, and such Loan Party
has either not qualified as a foreign corporation authorized to transact
business in such state, or has not filed appropriate reports with the taxation
division for the then current year and the Account Debtor is not otherwise
amenable to suit in another convenient jurisdiction or the creditworthiness of
the Account Debtor is not otherwise approved by the Administrative Agent.

         "Eligible Equipment" means, subject to modification by the
Administrative Agent pursuant to Section 1.08, the net book value of all
equipment and machinery owned by the Loan Parties (excluding leasehold
improvements, computer equipment, truck graphics, computer software and laptops)
valued after appropriate reduction for depreciation determined in accordance
with GAAP and as reflected on the most recent financial statements of the
Borrower and its Subsidiaries delivered pursuant to Section 7.01(a) or Section
7.01(b); provided that (a) such equipment and machinery is located in the United
States, (b) such equipment and machinery is not subject to any Lien (other than
(i) Liens in favor of the Administrative Agent and (ii) Liens resulting from the
lease of equipment owned by any Loan Party to R4 Technical Center), and (c) the
Administrative Agent has a first priority perfected security interest in such
equipment and machinery pursuant to the requirements of the Security Documents.

         "Eligible Inventory" means, subject to modification by the
Administrative Agent pursuant to Section 1.08, the net book value of all
Inventory (other than Cylinder Inventory and Valve Inventory) of any Loan Party
which satisfies and continues to satisfy each of the following requirements:

         (a) Any warranty or representation contained in this Agreement or any
of the other Loan Documents applicable either to Inventory in general or to any
specific Inventory remains true and correct in all material respects with
respect to such Inventory;

         (b) The Inventory is in the possession of a Loan Party;

         (c) If such Inventory is located in a public warehouse or at a leased
location, the Administrative Agent shall have received a bailee letter or
landlord agreement, in form and



                                       10
<PAGE>

substance satisfactory to the Administrative Agent, as the case may be, on or
prior to the date such bailee letter or landlord agreement is required to be
delivered pursuant to the terms of the Collateral Agreement;

         (d) Such Inventory consists of finished goods;

         (e) Such Inventory is not under consignment to or from any Person;

         (f) Such Inventory is of good and merchantable quality, free from
defects which would materially and adversely affect the market value thereof,

         (g) Such Inventory is not obsolete or currently unfit for use or sale
in the ordinary course of the business of the Borrower; and

         (h) Such Inventory is not subject to any Lien, except for the
Administrative Agent's Lien, and the Administrative Agent has a first priority
perfected Lien in such Inventory.

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

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

         "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 Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the 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, the
treatment of a Plan amendment



                                       11
<PAGE>

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" has the meaning set forth in the definition of
Eurodollar Rate.

         "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent
pursuant to the following formula:

                           Eurodollar Rate =          Eurodollar Base Rate
                                            ------------------------------------
                                            1.00 - Eurodollar Reserve Percentage
                  Where,

                  "Eurodollar Base Rate" means, for such Interest Period:

                  (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 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.



                                       12
<PAGE>

         "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 Eurocurrency funding (currently
referred to as "Eurocurrency 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.

         "Existing Facility" means the credit facilities described in the Second
Amended and Restated Loan Agreement dated as of June 30, 2000 by and between the
Borrower and Bank of America, as amended, restated, supplemented or otherwise
modified as of the date hereof.

         "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 July 12, 2002, among the
Borrower, the Administrative Agent and the Arranger.

         "Fiscal Year" means the Borrower's Fiscal Year, which is the period of
twelve consecutive calendar months ending on July 31.

         "Fiscal Quarter" means each of the four periods of three consecutive
calendar months which make up each Fiscal Year.

         "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.

         "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



                                       13
<PAGE>

of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or such other principles as may be approved
by a significant segment of the accounting profession in the United States, that
are applicable to the circumstances as of the date of determination,
consistently applied.

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

         "Governmental Authority" means 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.

         "Granting Lender" has the meaning set forth in Section 11.07(h).

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

         "Guarantors" means, collectively, all existing and future domestic
Subsidiaries of the Borrower (other than the Non-Material Subsidiaries).

         "Guaranty Agreement" means the Guaranty Agreement dated as of the date
hereof by the Guarantors in favor of the Administrative Agent on behalf of the
Lenders, substantially in the form of Exhibit F.

         "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,



                                       14
<PAGE>

infectious or medical wastes and all other substances or wastes of any nature
regulated pursuant to any Environmental Law.

         "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 of such Person for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes, loan
agreements or other similar instruments;

         (b) all direct or contingent obligations of such Person arising under
letters of credit (including standby and commercial), bankers' acceptances, bank
guaranties, surety bonds and similar instruments;

         (c) net obligations of such Person under any Swap Contract;

         (d) all obligations of such Person to pay the deferred purchase price
of property or services (other than accrued liabilities and trade accounts
payable in the ordinary course of business);

         (e) indebtedness (excluding prepaid interest thereon) secured by a Lien
on property owned or, being purchased by such Person (including indebtedness
arising under conditional sales or other Title retention agreements), whether or
not such indebtedness shall have been assumed by such Person or is limited in
recourse;

         (f) capital leases and Synthetic Lease Obligations;

         (g) all obligations of such Person to purchase, redeem, retire, defease
or otherwise make any payment in respect of capital stock in such Person or any
other Person; and

         (h) all Guarantees of such Person in respect of any of the foregoing.

         For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness 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 a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person. 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. The amount of any capital lease or Synthetic Lease
Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date.

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

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

         "Insurance and Condemnation Proceeds" has the meaning set forth in
Section 2.06(e).

         "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,



                                       15
<PAGE>

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 calendar
quarter and the Maturity Date.

         "Interest Period" means, as to each 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:

         (a) 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;

         (b) 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;

         (c) no Interest Period shall extend beyond the Revolving Credit
Maturity Date or the Term Loan Maturity Date, as applicable; and

         (d) after giving effect to all Borrowings, all conversions of Loans
from one Type to the other, and all continuations of Loans as the same Type,
there shall not be more than- eight Interest Periods in effect with respect to
Eurodollar Rate Loans.

         "Inventory" means all "inventory" (as now or hereafter defined in the
UCC) of any Loan Party, including all accessions thereto, documents therefor and
any products made or processed therefrom and all substances, if any, commingled
therewith or added thereto.

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

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

         "IRS" means the United States Internal Revenue Service.



                                       16
<PAGE>

         "Joinder Agreement" means each joinder agreement executed in favor of
the Administrative Agent, for the ratable benefit of itself and the Lenders,
pursuant to requirements of Section 7.15 substantially in the form of Exhibit I.

         "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 Revolving
Credit Commitment Percentage.

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

         "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the 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 lulus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings.

         "Lender" has the meaning set forth in the introductory paragraph hereto
and, as the context requires, includes the 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 any letter of credit issued hereunder. 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 seven days
prior to the Revolving Credit Maturity Date then in effect (or, if such day is
not a Business Day, the next preceding Business Day).



                                       17
<PAGE>

         "Letter of Credit Sublimit" means an amount equal to the lesser of (a)
$15,000,000 and (b) the Revolving Credit Commitments. The Letter of Credit
Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

         "Lien" means any deed of trust, 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).

         "Loans" means the collective reference to the Revolving Credit Loans,
the Term Loan and Swing Line Loans and "Loan" means any of such Loans.

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

         "Loan Notice" means a notice of (a) a Revolving Credit Borrowing, (b) a
Term Loan Borrowing, (c) a conversion of Loans from one Type to the other, 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 A.

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

         "Maintenance Capital Expenditures" means, for any period, an amount
equal to: (a) depreciation expense for the Borrower and its Subsidiaries, on a
consolidated basis, during such period, multiplied by, (b) 0.50.

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

         "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.

         "Net Cash Proceeds" means:

         (a) with respect to any incurrence of any Indebtedness by the Borrower
or any Subsidiary, the aggregate amount of all cash received by the Borrower or
any Subsidiary in respect of such Indebtedness, net of all reasonable fees,
discounts, commissions and expenses incurred by the Borrower or such Subsidiary
in connection therewith.



                                       18
<PAGE>

         (b) with respect to the sale of any asset by the Borrower or any
Subsidiary, the excess, if any, of (i) the sum of cash and cash equivalents
received in connection with such sale (including any cash received by way of
deferred payment pursuant to, or by monetization of, a note receivable or
otherwise, but only as and when so received) over (ii) the sum of (A) the
principal amount of any Indebtedness that is secured by such asset and that is
required to be repaid in connection with the sale thereof (other than
Indebtedness under the Loan Documents), (B) the out-of-pocket expenses incurred
by the Borrower or any Subsidiary in connection with such sale and (C) income
taxes reasonably estimated to be actually payable within two years of the date
of the relevant asset sale as a result of any gain recognized in connection
therewith;

         (c) with respect to the sale of any capital stock or other equity
interest by the Borrower or any Subsidiary, the excess of (i) the sum of the
cash and cash equivalents received in connection with such sale over (ii) the
underwriting discounts and commissions, and other out-of-pocket expenses,
incurred by the Borrower or such Subsidiary in connection with such sale; and

         (d) with respect to any payment under an insurance policy or in
connection with a condemnation proceeding, the amount of cash proceeds received
by the Borrower or any Subsidiary from an insurance company or Governmental
Authority, as applicable, net of all expenses of collection.

         "Non-Propane Products Divestiture" means one or more sales by UniFlame
Corporation and/or QuickShip, Inc., wholly-owned Subsidiaries of the Borrower,
of certain assets relating to their respective non-propane fueled products lines
of business.

         "Non-Material Subsidiaries" means the collective reference to (a)
QuickShip, Inc. and Rhino Services, LLC and (b) any Subsidiary formed after the
Closing Date, which such Subsidiary is not engaged in any business operations
and does not possess assets in excess of $10,000.

         "Note" means a promissory note made by the Borrower in favor of a
Lender evidencing Loans made by such Lender, substantially in the form of
Exhibit C.

         "Obligations" means (a) all advances to, and debts, liabilities, fees,
commissions, obligations, covenants and duties of, any Loan Party arising under
any Loan Document or otherwise with respect to any Loan or Letter of Credit,
whether direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against any
Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief
Laws naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding and (b) all
existing or future payment and other obligations owing by the Borrower under any
Swap Contract (which such Swap Contract is permitted hereunder) entered into
with any Person that is a Lender or an Affiliate thereof at the time such Swap
Contract is entered into.



                                       19
<PAGE>

         "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 (a) with respect to Revolving Credit Loans,
the Term Loan and Swing Line Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments
or repayments of Revolving Credit Loans, the Term Loan and Swing Line Loans, as
the case may be, occurring on such date; and (b) 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.

         "Participant" has the meaning set forth 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 Distributorship Acquisition" means the proposed purchase by
the Borrower and its Subsidiaries of approximately 10 of its independent
distributors for a total consideration of approximately $22,700,000 (plus an
amount of assumed liabilities and accruals not to exceed $10,000,000 in the
aggregate), of which approximately $19,000,000 will be made in the form of
common stock of the Borrower.

         "Permitted Acquisition" means any Investment permitted pursuant to
Section 8.02(f) or Section 8.02(g).

         "Permitted Liens" means the Liens permitted pursuant to Section 8.01.

         "Permitted Reorganization" means any one or more (or any combination)
of the following transactions: (a) a merger, consolidation or any analogous
reorganization or transaction of a Loan Party with a Proposed Loan Party
provided that the Proposed Loan Party is the surviving entity in the case of a
merger or (b) a sale, lease, transfer or other disposition of any



                                       20
<PAGE>

assets by a Loan Party to another Loan Party and/or a Proposed Loan Party;
provided that in each case: (i) each Loan Party or Proposed Loan Party is
Solvent and will be Solvent immediately after giving effect to any such
transaction, (ii) no Default or Event of Default exists or will exist
immediately after giving effect to any such transaction, (iii) no Loan Party
that survives the Permitted Reorganization shall be released from this Agreement
or the other Loan Documents; (iv) immediately following the Permitted
Reorganization, the Proposed Loan Parties and the Loan Parties surviving the
Permitted Reorganization shall own all of the assets that were owned by the Loan
Parties immediately preceding the Permitted Reorganization (except for
Dispositions otherwise expressly permitted under this Agreement), and (v) the
Borrower, its Subsidiaries and each Proposed Loan Party shall have complied with
applicable provisions of Section 8.04(c). For purposes of this definition of
"Permitted Reorganization," any party formed specifically to effect the
Permitted Reorganization shall be deemed "Solvent."

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

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

         "Proposed Loan Party" means, with respect to any Permitted
Reorganization, (a) a Wholly-Owned Subsidiary of a Loan Party that joins this
Agreement and the other Loan Documents as a Borrower or Guarantor on the
effective date of such Permitted Reorganization or (b) with the consent of the
Lenders, which consent shall not be unreasonably withheld, a Person that joins
this Agreement and the other Loan Documents as a Borrower on the effective date
of such Permitted Reorganization and agrees to be substituted for Blue Rhino
Corporation as the Borrower under this Agreement and a Wholly-Owned Subsidiary
of such Person that joins this Agreement and other Loan Documents as a Borrower
or a Guarantor on the effective date of such Permitted Reorganization.

         "R4 Technical Center" means R4 Technical Center - North Carolina, LLC,
a Delaware limited liability company.

         "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 30 day notice period has been waived.

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

         "Required Lenders" means, as of any date of determination, Lenders
holding more than 66-2/3% of the sum of (a) the Revolving Credit Commitments (or
the Revolving Credit Outstandings if the Revolving Credit Commitments have been
terminated (with the aggregate amount of each Lender's risk participation and
funded participation in L/C Obligations and



                                       21
<PAGE>

Swing Line Loans being deemed "held" by such Lender for purposes of this
definition)) and (b) the Term Loans; provided that (i) the Commitment of, and
the portion of the Revolving Credit Outstandings or the Term Loan, as
applicable, held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Required Lenders and (ii) "Required
Lenders" shall at all time be comprised of at least three (3) Lenders.

         "Responsible Officer" means the chief executive officer, president,
chief financial officer, treasurer or assistant treasurer 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 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 or
other equity interest of the Borrower or any Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other equity interest
or of any option, warrant or other right to acquire any such capital stock or
other equity interest.

         "Revolving Credit Borrowing" means a borrowing consisting of
simultaneous Revolving Credit 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.

         "Revolving Credit Commitment" means, as to each Lender, its obligation
to (a) to make Revolving Credit Loans in accordance with the provisions of
Section 2.01(a), (b) to purchase participations in L/C Obligations and (c) to
purchase participations in Swing Line Loans, in an aggregate principal amount at
any one time outstanding not to exceed the amounts set forth opposite such
Lender's name on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable, as such amount may be
adjusted from time to time in accordance with this Agreement. "Revolving Credit
Commitments" means the aggregate Revolving Credit Commitment of all Lenders. On
the Closing Date the Revolving Credit Commitments shall be $45,000,000.

         "Revolving Credit Commitment Percentage" means, as to each Lender 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 Credit
Commitment of such Lender at such time and the denominator of which is the
amount of the Revolving Credit Commitments at such time; provided that if the
commitment of each Lender to make Loans and the obligation of the L/C Issuer to
make L/C Credit Extensions have been terminated pursuant to Section 9.02, then
the Revolving Credit Commitment Percentage of each Lender shall be determined
based on the Revolving Credit Commitment Percentage of such Lender immediately
prior to such termination and after giving effect to any subsequent assignments
made pursuant to the terms hereof. The initial Revolving Credit Commitment
Percentage of each Lender is set forth opposite the name of



                                       22
<PAGE>

such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable.

         "Revolving Credit Loan" has the meaning set forth in Section 2.01(a).

         "Revolving Credit Maturity Date" means November 10, 2005.

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

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

         "Security Documents" means the Collateral Agreement and any documents
creating a Lien for the benefit of the Administrative Agent executed by any Loan
Party after the Closing Date, including all filings, financing statements and
other documents delivered in connection therewith.

         "Senior Subordinated Debt" means the obligations of the Borrower and
others in the initial principal amount of $15,000,000 incurred pursuant to the
Senior Subordinated Debt Documents, as such documents may be amended, restated,
supplemented or otherwise modified in a manner consistent with the terms hereof.

         "Senior Subordinated Debt Documents" means the collective reference to
(a) the Investment Agreement and the Senior Subordinated Debenture, each dated
as of June 15, 2001 by and among the Borrower, certain Subsidiaries of the
Borrower and Allied Capital Corporation, and (b) each other "Loan Document" (as
defined in the Investment Agreement), in each case, as amended, restated,
supplemented or otherwise modified pursuant to the terms hereof.

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

         "Solvent" means, as to the Borrower and its Subsidiaries on a
particular date, that any such Person (a) has capital sufficient to carry on its
business and transactions and all business and transactions in which it is about
to engage and is able to pay its debts as they mature, (b) owns property having
a value, both at fair valuation and at present fair saleable value, greater than
the amount required to pay its probable liabilities (including contingencies),
and (c) does not believe that it will incur debts or liabilities beyond its
ability to pay such debts or liabilities as they mature.

         "Subordinated Indebtedness" means the collective reference to the
Senior Subordinated Debt and any other Indebtedness of the Borrower or any
Subsidiary subordinated in right and time of payment to the Obligations and
containing such other terms and conditions (including, without limitation,
subordination terms), in each case as are satisfactory to the Required Lenders.



                                       23
<PAGE>

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

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

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

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

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

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

         "Swing Line Loan" has the meaning set forth in Section 2.05(a).



                                       24
<PAGE>

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

         "Swing Line Sublimit" means an amount equal to the lesser of (a)
$5,000,000 and (b) the Revolving Credit Commitments. The Swing Line Sublimit is
part of, and not in addition to, the Revolving Credit Commitments.

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

         "Term Loan" shall have the meaning assigned to such term in Section
2.02.

         "Term Loan Borrowing" means a borrowing consisting of simultaneous Term
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 2.02.

         "Term Loan Commitment" means, as to each Lender, its obligation to make
its portion of the Term Loan in accordance with the provisions of Section
2.02(a) in an aggregate principal amount at any one time outstanding not to
exceed the amounts set forth opposite such Lender's name on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement. "Term Loan Commitments" means the aggregate Term
Loan Commitment of all Lenders. On the Closing Date the Term Loan Commitments
shall be $15,000,000.

         "Term Loan Maturity Date" means September 30, 2005.

         "Term Loan Percentage" means, as to each Lender (a) prior to making the
Term Loan, a fraction (expressed as a percentage, carried out to the ninth
decimal place), the numerator of which is the amount of the Term Loan Commitment
of such Lender at such time and the denominator of which is the amount of the
Term Loan Commitments at such time and (b) after the making of the Term Loan, a
fraction (expressed as a percentage, carried out to the ninth decimal place),
the numerator of which is the outstanding principal balance of the Term Loan of
such Lender and the denominator of which is the aggregate outstanding principal
balance of the Term Loan of all the Lenders. The initial Term Loan Percentage of
each Lender is set forth opposite the name of such Lender on Schedule 2.01, or
in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable.

         "Threshold Amount" means $1,000,000.

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



                                       25
<PAGE>

         "UCC" means, subject to Section 1.04, the Uniform Commercial Code in
effect in the State of North Carolina, as amended or modified from time to time.

         "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 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 2.04(c)(i).

         "Valve Inventory" means Inventory of any Loan Party in the form of
cylinder valves which are subject to the proprietary intellectual property or
other rights (including, without limitation, all TS2 valves) of such Loan Party.

         "Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person of which securities (except for directors' qualifying shares) or other
ownership interests representing 100% of the equity or 100% of the ordinary
voting power or 100% of the general partnership interests are, at the time any
determination is being made, owned, controlled or held by such Person or one or
more wholly owned subsidiaries of such Person or by such Person and one or more
wholly owned subsidiaries of such Person.

         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.

         (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."



                                       26
<PAGE>

         (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) 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)
required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to
time, applied in a manner consistent with that used in preparing the Audited
Financial Statements, except as otherwise specifically prescribed herein.

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

         1.04 ROUNDING. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement and any determination of the Borrowing Base
shall be calculated by dividing the appropriate component by the other component
or, with respect to the Borrowing Base, multiplying such component by the
advance rate percentage, carrying the result to one place more than the number
of places by which such ratio or percentage is expressed herein 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 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, 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



                                       27
<PAGE>

Credit or the Letter of Credit Application therefor, whether or not such maximum
face amount is in effect at such time.

         1.08 BORROWING BASE. The Borrowing Base shall be determined and
computed to avoid duplication or multiple inclusion of any item of Collateral.
The Administrative Agent may make such adjustments or corrections to any
Borrowing Base Certificate as the Administrative Agent may determine in good
faith is necessary or appropriate to determine and compute the Borrowing Base in
accordance with the intent of this Agreement, and any such determination will be
binding on the Borrower.

                                   ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

         2.01 REVOLVING CREDIT LOANS.

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

         (b) Borrowing Procedures.

                  (i) Each Revolving Credit Borrowing 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. (A) three Business Days prior to the requested date of any
Revolving Credit Borrowing of Eurodollar Rate Loans, and (B) on the requested
date of any Revolving Credit Borrowing of Base Rate Loans. Each telephonic
notice by the Borrower pursuant to this Section 2.01(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 Revolving Credit Borrowing of Eurodollar Rate Loans shall be in a principal
amount of $2,000,000 or a whole multiple of $500,000 in excess thereof. Except
as provided in Section 2.04(c) and Section 2.05(c), each Revolving Credit
Borrowing of Base Rate Loans shall be in a principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof. Each Loan Notice (whether
telephonic or written) shall specify (A) the requested date of the Revolving
Credit Borrowing (which shall be a Business Day), (B) the principal amount of
Revolving Credit Loans to be borrowed, (C) the



                                       28
<PAGE>

Type of Revolving Credit 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 Revolving Credit Loan in a Loan Notice, then the applicable
Revolving Credit Loans shall be made as Base Rate Loans. If the Revolving Credit
Borrower requests a Borrowing of Eurodollar Rate Loans in any such Loan Notice,
but fails to specify an Interest Period, it will be deemed to have specified an
Interest Period of one month.

                  (ii) Following receipt of a Loan Notice, the Administrative
Agent shall promptly notify each Lender of the amount of its Revolving Credit
Commitment Percentage of the applicable Revolving Credit Loans. Each Lender
shall make the amount of its Revolving Credit Loan available to the
Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 2:00 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 Revolving Credit 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 (A) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (B) wire transfer of
such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date the Loan Notice with respect to such Revolving
Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding,
then the proceeds of such Revolving Credit Borrowing shall be applied, first, to
the payment in full of any such L/C Borrowings and second, to the Borrower as
provided above.

                  (iii) The Administrative Agent shall promptly notify the
Borrower and the Lenders of the interest rate applicable to any Interest Period
for Revolving Credit Loans bearing interest based upon the Eurodollar Rate 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 Revolving Credit Loans bearing interest based upon the Base
Rate are outstanding, the Administrative Agent shall notify the Borrower and the
Lenders of any change in Bank of America's prime rate used in determining the
Base Rate promptly following the public announcement of such change.

                  (iv) During the existence of a Default, no Loans may be
requested as Eurodollar Rate Loans without the consent of the Required Lenders.

         2.02 TERM LOAN.

         (a) Term Commitment. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make available to the Borrower on the
Closing Date such Lender's Term Loan Percentage of a term loan (the "Term Loan";
each component thereof may be referred to herein ass a "Term Loan") in an
aggregate principal amount equal to the Term Loan Commitments. The Term Loan may
consist of Base Rate Loans or Eurodollar Rate Loans, or a combination thereof,
as the Borrower may request. Amounts repaid on the Term Loan may not be
reborrowed.



                                       29
<PAGE>

         (b) Borrowing Procedures.

                  (i) The Borrower shall give irrevocable notice to the
Administrative Agent, which may be given by telephone, not later than 11:00 a.m.
(or such later time as the Administrative Agent and the Borrower shall agree)
(A) on the Closing Date, with respect to the portion of the Term Loan initially
consisting of a Base Rate Loan, or (B) on the third Business Day prior to the
Closing Date, with respect to the portion of the Term Loan initially consisting
of one or more Eurodollar Rate Loans. Each Term Loan Borrowing consisting of
Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole
multiple of $500,000 in excess thereof. Each portion of the Term Loan consisting
of Base Rate Loans shall be in a principal amount of $500,000 or a whole
multiple of $100,000 in excess thereof. Such Loan Notice shall be irrevocable
and shall specify (A) that the funding of the Term Loan is requested, (B)
whether the funding of the Term Loan shall be comprised of Base Rate Loans,
Eurodollar Rate Loans or a combination thereof, and (C) if applicable, the
duration of the Interest Period with respect thereto. If the Borrower shall fail
to deliver such Loan Notice to the Administrative Agent by 11:00 a.m. on the
third Business Day prior to the Closing Date, then the full amount of the Term
Loan shall be disbursed on the Closing Date as a Base Rate Loan. If the Borrower
fails to specify a Type of Loan in a Loan Notice, then the Term Loan shall be
made as a Base Rate Loan. If the Borrower requests that the Term Loan or a
portion thereof consist of Eurodollar Rate Loans in any such Loan Notice, but
fails to specify an Interest Period, it will be deemed to have specified an
Interest Period of one month. 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.

                  (ii) Following receipt of a Loan Notice, the Administrative
Agent shall promptly notify each Lender of the amount of its Term Loan
Percentage of the Term Loan. Each Lender shall make the amount of the Term Loan
to be made by such Lender available to the Administrative Agent in immediately
available funds at the Administrative Agent's Office not later than 2:00 p.m. on
the Closing Date. Upon satisfaction of the applicable conditions set forth in
Section 5.01 and Section 5.02, the Administrative Agent shall make all funds so
received available to the Borrower in like funds as received by the
Administrative Agent either by (A) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (B) wire transfer of
such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower.

                  (iii) The Administrative Agent shall promptly notify the
Borrower and the Lenders of the interest rate applicable to any Interest Period
for the portion of the Term Loan bearing interest based upon 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 any portion of the Term Loan bearing
interest based upon Base Rate is outstanding, the Administrative Agent shall
notify the Borrower and the Lenders of any change in Bank of America's prime
rate used in determining the Base Rate promptly following the `public
announcement of such change.

         2.03 CONVERSIONS AND CONTINUATIONS OF REVOLVING CREDIT LOANS AND TERM
LOAN.



                                       30
<PAGE>

         (a) The Borrower shall have the option to convert Loans (other than
Swing Line Loans) from one Type to the other and to continue Eurodollar Rate
Loans. Each conversion of Loans from one Type to the other, and each
continuation of 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 Business Days prior to the requested date of any conversion to
or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate
Loans to Base Rate Loans. Each telephonic notice by the Borrower pursuant to
this Section 2.03(a) 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 conversion to or
continuation of Eurodollar Rate Loans shall be in a principal amount of
$2,000,000 or a whole multiple of $500,000 in excess thereof. Each conversion to
Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple
of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written)
shall specify (i) whether the Borrower is requesting a conversion of Revolving
Credit Loans or a Term Loan, as applicable, from one Type to the other, or a
continuation of Eurodollar Rate Loans, (ii) the requested date of the conversion
or continuation (which shall be a Business Day), (iii) the principal amount of
Loans to be converted or continued, (iv) the Type of Loans to which existing
Loans are to be converted, 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 of Eurodollar Rate Loans, then the
applicable Eurodollar Rate Loans shall be 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 such 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, the Administrative Agent shall
promptly notify each Lender. If no timely notice of a conversion or continuation
is provided by the Borrower, the Administrative Agent shall notify each Lender
of the details of any automatic conversion to Base Rate Loans described in the
preceding subsection.

         (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of an Interest Period for such
Eurodollar Rate Loan. During the existence of a Default, no Loans may be
converted to or continued as Eurodollar Rate Loans without the consent of the
Required Lenders.

         2.04 LETTERS OF CREDIT.

         (a) 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 set
forth in this Section 2.04, (1) from time to time on any Business Day during the
period from the Closing Date until the Letter of Credit Expiration Date, to
issue Letters of Credit for the account of the Borrower, and to amend 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 severally agree
to participate



                                       31
<PAGE>

in Letters of Credit issued for the account of the Borrower; 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 shall be obligated to participate in any
Letter of Credit if as of the date of such L/C Credit Extension, (x) the
Revolving Credit Outstandings would exceed the Borrowing Limit, (y) the
aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus
such Lender's Revolving Credit Commitment Percentage of the Outstanding Amount
of all L/C Obligations, plus such Lender's Revolving Credit Commitment
Percentage of the Outstanding Amount of all Swing Line Loans would exceed such
Lender's Revolving Credit Commitment, or (z) the Outstanding 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 2.04(b)(iii), the expiry date
of such requested Letter of Credit would occur more than twelve months after the
date of issuance or last renewal, unless the Required 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; or

                           (E) such Letter of Credit is in an initial amount
less than $75,000, in the case of a commercial Letter of Credit, or $250,000, in
the case of a standby Letter of Credit.

                  (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.



                                       32
<PAGE>

         (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 the form of a Letter of Credit
Application, appropriately completed and signed by a Responsible Officer of the
Borrower. Such Letter of Credit Application must be received by the L/C Issuer
and the Administrative Agent not later than 11:00 a.m. at least two Business
Days (or such later date and time as the 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 specify in form
and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the
requested Letter of Credit (which shall be a Business Day); (B) the amount
thereof; (C) the expiry date thereof; (D) the name and address of the
beneficiary thereof; (E) the documents to be presented by such beneficiary in
case of any drawing thereunder; (F) the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder; and (G) such
other matters as the L/C Issuer may require. In the case of a request for an
amendment of any outstanding Letter of Credit, such Letter of Credit Application
shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter
of Credit to be amended; (B) the proposed date of amendment thereof (which shall
be a Business Day); (C) the nature of the proposed amendment; and (D) such other
matters as the L/C Issuer may require.

                  (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
enter into the applicable amendment, as the case may be, in each case in
accordance with the L/C Issuer's usual and customary business practices.
Immediately upon the issuance of each Letter of Credit, each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the L/C Issuer a risk participation in such Letter of Credit in an amount equal
to the product of such Lender's Revolving Credit Commitment Percentage 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)



                                       33
<PAGE>

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 2.04(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
two 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 a drawing under such Letter of Credit, the L/C Issuer shall
notify the Borrower and the Administrative Agent thereof. Not later than 11:00
a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each
such date, an "Honor Date"), the Borrower shall reimburse the L/C Issuer through
the Administrative Agent in an amount equal to the amount of such drawing. If
the Borrower fails to so reimburse the L/C Issuer by such time, the
Administrative Agent shall promptly notify each Lender of the Honor Date, the
amount of the unreimbursed drawing (the "Unreimbursed Amount"), and the amount
of such Lender's Revolving Credit Commitment Percentage thereof. In such event,
the Borrower shall be deemed to have requested a Revolving Credit 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 2.01 for the principal amount of Base Rate Loans, but subject to the
amount of the unutilized portion of the Revolving Credit Commitments and the
conditions set forth in Section 5.02 (other than the delivery of a Loan Notice).
Any notice given by the L/C Issuer or the Administrative Agent pursuant to this
Section 2.04(c)(i) may be given by telephone if immediately confirmed in
writing; provided that the lack of such an immediate confirmation shall not
affect the conclusiveness or binding effect of such notice.

                  (ii) Each Lender (including the Lender acting as L/C Issuer)
shall upon any notice pursuant to Section 2.04(c)(i) make funds available to the
Administrative Agent for the account of the L/C Issuer at the Administrative
Agent's Office in an amount equal to its Revolving Credit Commitment Percentage
of the Unreimbursed Amount not later than 2:00 p.m. on the Business Day
specified in such notice by the Administrative Agent, whereupon, subject to the
provisions of Section 2.04(c)(iii), each Lender that so makes funds available
shall be deemed to have made a Revolving Credit Loan bearing interest at the
Base Rate 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 Revolving Credit Borrowing of Base Rate Loans because the
conditions set forth in



                                       34
<PAGE>

Section 5.02 cannot be satisfied or for any other reason, the Borrower shall be
deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of
the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be
due and payable on demand (together with interest) and shall bear interest at
the Default Rate. In such event, each Lender's payment to the Administrative
Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii) shall be
deemed payment in respect of its participation in such L/C Borrowing and shall
constitute an L/C Advance from such Lender in satisfaction of its participation
obligation under this Section 2.04.

                  (iv) Until each Lender funds its Revolving Credit Loan or L/C
Advance pursuant to this Section 2.04(c) to reimburse the L/C Issuer for any
amount drawn under any Letter of Credit, interest in respect of such Lender's
Revolving Credit Commitment Percentage of such amount shall be solely for the
account of the L/C Issuer.

                  (v) Each Lender's obligation to make Revolving Credit Loans or
L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of
Credit, as contemplated by this Section 2.04(c), shall be absolute and
unconditional and shall not be affected by any circumstance, including (A) any
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 (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 Credit Loans
pursuant to this Section 2.04(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 fails to make available to the
Administrative Agent for the account of the L/C Issuer any amount required to be
paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c)
by the time specified in Section 2.04(c)(ii), the L/C Issuer shall be entitled
to recover from such Lender (acting through the Administrative Agent), on
demand, such amount with interest thereon for the period from the date such
payment is required to the date on which such payment is immediately available
to the L/C Issuer at a rate per annum equal to the 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.

         (d) Repayment of Participations.

                  (i) At any time after the L/C Issuer has made a payment under
any Letter of Credit and has received from any Lender such Lender's L/C Advance
in respect of such payment in accordance with Section 2.04(c), if the
Administrative Agent receives for the account of the L/C Issuer any payment in
respect of the related Unreimbursed Amount or interest thereon (whether directly
from the Borrower or otherwise, including proceeds of Cash Collateral applied
thereto by the Administrative Agent), the Administrative Agent will distribute
to such Lender its Revolving Credit Commitment Percentage thereof (appropriately
adjusted, in the case of interest



                                       35
<PAGE>

payments, to reflect the period of time during which such Lender's L/C Advance
was outstanding) in the same funds as those received by the Administrative
Agent.

                  (ii) If any payment received by the Administrative Agent for,
the account of the L/C Issuer pursuant to Section 2.04(c)(i) is required to be
returned under any of the circumstances described in Section 11.06 (including
pursuant to any settlement entered into by the L/C Issuer in its discretion),
each Lender shall pay to the Administrative Agent for the account of the L/C
Issuer its Revolving Credit Commitment Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned by such Lender, at a rate per annum equal to the
Federal Funds Rate from time to time in effect.

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

                  (i) any lack of validity or enforceability of such Letter of
Credit, this Agreement, or any other 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



                                       36
<PAGE>

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 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 2.04(e); provided,
however, that anything in such clauses to the contrary notwithstanding, the
Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be
liable to the Borrower, to the extent, but only to the extent, of any direct, as
opposed to consequential or exemplary, damages suffered by the Borrower which
the Borrower proves were caused by the L/C Issuer's willful misconduct or gross
negligence or the L/C Issuer's willful failure to pay under any Letter of Credit
after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

         (g) Cash Collateral. Upon the request of the Administrative Agent, (i)
if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any 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 all 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). For purposes hereof, "Cash Collateralize" means to pledge and deposit
with or deliver to the Administrative Agent, for the benefit of the L/C Issuer
and the Lenders, as collateral for the L/C Obligations, cash or deposit account
balances pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented to
by the



                                       37
<PAGE>

Lenders).. Derivatives of such term have corresponding meanings. The Borrower
hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and
the Lenders, a security interest in all such cash, deposit accounts and all
balances therein and all proceeds of the foregoing. Cash collateral shall be
maintained in blocked, non-interest bearing deposit accounts at Bank of America.

         (h) Applicability of 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 "ICC")
at the time of issuance (including the ICC decision published by the Commission
on Banking Technique and Practice on April 6, 1998 regarding the European single
currency (euro)) 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 Revolving Credit
Commitment Percentage, letter of credit fees (the "Letter of Credit Fees") for
each 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). The Letter of
Credit Fees shall be computed on a quarterly basis in arrears. The Letter of
Credit Fees shall be due and payable on the first Business Day after the end of
each calendar quarter, commencing with the first such date to occur after the
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and
thereafter on demand. If there is any change in the Applicable Rate during any
quarter, the daily 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 a
fronting fee with respect to each Letter of Credit in the amounts and at the
times specified in the Fee Letter. 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) (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.

         2.05 SWING LINE LOANS.

         (a) The Swing Line. 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 from time to time on any Business Day during the
Availability Period in an aggregate amount not to



                                       38
<PAGE>

exceed at any time outstanding the amount of the Swing Line Sublimit,
notwithstanding the fact that such Swing Line Loans, when aggregated with the
Revolving Credit Commitment Percentage of the Outstanding Amount of Revolving
Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may
exceed the amount of such Lender's Revolving Credit Commitment; provided,
however, that after giving effect to any Swing Line Loan, (i) the Revolving
Credit Outstandings shall not exceed the Borrowing Limit, and (ii) the aggregate
Outstanding Amount of the Revolving Credit Loans of any Lender, plus such
Lender's Revolving Credit Commitment Percentage of the Outstanding Amount of all
L/C Obligations, plus such Lender's Revolving Credit Commitment Percentage of
the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's
Revolving Credit Commitment, and provided, further, that the Borrower shall not
use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line
Loan. Within the foregoing limits, and subject to the other terms and conditions
hereof, the Borrower may borrow under this Section 2.05, prepay under Section
2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base
Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall
be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the Swing Line Lender a risk participation in such Swing Line Loan in an
amount equal to the product of such Lender's Revolving Credit Commitment
Percentage times the amount of such Swing Line Loan.

         (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon
the Borrower's irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a minimum of $100,000, and (ii) the requested
borrowing date, which shall be a Business Day. Each such telephonic notice must
be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower. Promptly after
receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the
Swing Line Lender will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has also received such Swing Line Loan
Notice and, if not, the Swing Line Lender will notify the Administrative Agent
(by telephone or in writing) of the contents thereof. Unless the Swing Line
Lender has received notice (by telephone or in writing) from the Administrative
Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of
the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to
make such Swing Line Loan as a result of the limitations set forth in the
proviso to the first sentence of Section 2.05(a), or (B) that one or more of the
applicable conditions specified in Article 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 at its
office by crediting the account of the Borrower on the books of the Swing Line
Lender in immediately available funds.

         (c) Refinancing of Swing Line Loans.

                  (i) The Swing Line Lender at any time in its sole and absolute
discretion may request, on behalf of the Borrower (which hereby irrevocably
authorizes the Swing Line Lender



                                       39
<PAGE>

to so request on its behalf), that each Lender make a Revolving Credit Loan
bearing interest at the Base Rate in an amount equal to such Lender's Revolving
Credit Commitment Percentage of the amount of Swing Line Loans then outstanding.
Such request shall be made in writing (which written request shall be deemed to
be a Loan Notice for purposes hereof) and in accordance with the requirements of
Section 2.01, 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 Revolving Credit 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 shall make an amount equal to its Revolving
Credit Commitment Percentage 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 2:00 p.m. on the day specified in such Loan Notice, whereupon, subject to
Section 2.05(c)(ii), each Lender that so makes funds available shall be deemed
to have made a Revolving Credit Loan bearing interest at the Base Rate 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 Revolving Credit Borrowing in accordance with Section
2.05(c)(i), the request for Revolving Credit Loans bearing interest at the Base
Rate submitted by the Swing Line Lender as set forth herein shall be deemed to
be a request by the Swing Line Lender that each of the Lenders fund its risk
participation in the relevant Swing Line Loan and each Lender's payment to the
Administrative Agent for the account of the Swing Line Lender pursuant to
Section 2.05c)(i) shall be deemed payment in respect of such participation.

                  (iii) If any Lender fails to make available to the
Administrative Agent for the account of the Swing Line Lender any amount
required to be paid by such Lender pursuant to the foregoing provisions of this
Section 2.05(c) by the time specified in Section 2.05(c)(i), the Swing Line
Lender shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the Swing Line Lender at a rate per annum equal to
the 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.

Each Lender's obligation to make Revolving Credit Loans or to purchase and fund
risk participations in Swing Line Loans pursuant to this Section 2.05(c) shall
be absolute and unconditional and shall not be affected by any circumstance,
including (A) any set-off, counterclaim, recoupment, defense or other right
which such Lender may have against the Swing Line Lender, the Borrower or any
other Person for any reason whatsoever, (B) the occurrence or continuance of a
Default, or (C) any other occurrence, event or condition, whether or not similar
to any of the foregoing; provided, however, that each Lender's obligation to
make Revolving Credit Loans pursuant to this Section 2.05(c) is subject to the
conditions set forth in Section 5.02. No such funding of risk participations
shall relieve or otherwise impair the obligation of the Borrower to repay Swing
Line Loans, together with interest as provided herein.



                                       40
<PAGE>

         (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 Revolving Credit Commitment Percentage of such
payment (appropriately adjusted, in the case of interest payments, to reflect
the period of time during which such Lender's risk participation was funded) in
the same funds as those received by the Swing Line Lender.

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

         (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 Credit Loan bearing interest at the
Base Rate or risk participation pursuant to this Section 2.05 to refinance such
Lender's Revolving Credit Commitment Percentage of any Swing Line Loan, interest
in respect of such Revolving Credit Commitment Percentage shall be solely for
the account of the Swing Line Lender.

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

         2.06 PREPAYMENTS.

         (a) Voluntary Prepayments of Revolving Credit Loans. The Borrower may,
upon notice to the Administrative Agent, at any time or from time to time
voluntarily prepay Revolving Credit Loans in whole or in part without premium or
penalty; provided that (i) such notice must be received by the Administrative
Agent not later than 11:00 a.m. (A) three Business Days prior to any date of
prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base
Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal
amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and
(iii) any prepayment of Base Rate Loans shall be in a principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if
less, the entire principal amount thereof then outstanding. Each such notice
shall specify the date and amount of such prepayment and the Type(s) of
Revolving Credit Loans to be prepaid. The Administrative Agent will promptly
notify each Lender of its receipt of each such notice, and of the amount of such
Lender's Revolving Credit Commitment Percentage of such prepayment. If such
notice is given by the Borrower, the Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied
by all accrued interest thereon, together with any additional



                                       41
<PAGE>

amounts required pursuant to Section 4.05. Each such prepayment shall be applied
to the Revolving Credit Loans of the Lenders in accordance with their respective
Revolving Credit Commitment Percentages.

         (b) Voluntary Prepayments of 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 $100,000. Each such notice shall specify the
date and amount of such prepayment. If such notice is given by the Borrower, the
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein.

         (c) Voluntary Prepayments of Term Loan. The Borrower may, upon notice
to the Administrative Agent, at any time or from time to time voluntarily prepay
the Term Loan in whole or in part without premium or penalty; provided that (i)
such notice must be received by the Administrative Agent not later than 11:00
a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate
Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment
of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole
multiple of $500,000 in excess thereof, and (iii) any prepayment of Base Rate
Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
in excess thereof or, in each case, if less, the entire principal amount thereof
then outstanding. Each such notice shall specify the date and amount of such
prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will
promptly notify each Lender of its receipt of each such notice, and of the
amount of such Lender's Term Loan Percentage of such prepayment. If such notice
is given by the Borrower, the Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied
by all accrued interest thereon, together with any additional amounts required
pursuant to Section 4.05. Each such prepayment shall be applied to the
outstanding principal installments of the Term Loan in inverse order of maturity
thereof (and shall be applied to the Term Loan of the Lenders in accordance with
their respective Term Loan Percentages).

         (d) Mandatory Prepayments of Revolving Credit Loans.

                  (i) If for any reason the Revolving Credit Outstandings at any
time exceed the Borrowing Limit then in effect, the Borrower shall immediately
prepay Revolving Credit Loans and/or Swing Line Loans and/or Cash Collateralize
the L/C Obligations in an aggregate amount equal to the lesser of (A) the
Revolving Credit Outstandings and (B) the amount of such excess; provided that
the Borrower shall not be required to Cash Collateralize the L/C Obligations
pursuant to this Section 2.06(d) unless after the prepayment in full of the
Revolving Credit Loans and Swing Line Loans the Revolving Credit Outstandings
exceed the Borrowing Limit then in effect.



                                       42
<PAGE>

                  (ii) In the event proceeds ("Excess Proceeds") remain after
the prepayment of Term Loans pursuant to Section 2.06(e), the amount of such
Excess Proceeds shall be used on the date of the required prepayment under
Section 2.06(e) to prepay the outstanding principal amount of the Revolving
Credit Loans without a corresponding reduction of the Revolving Credit
Commitment.

         (e) Mandatory Prepayments of Term Loan.

                  (i) Debt Proceeds. The Borrower shall make mandatory principal
prepayments of the Term Loan in the manner set forth in Section 2.06(e)(v) below
in amounts equal to one hundred percent (100%) of the aggregate Net Cash
Proceeds from any incurrence of Indebtedness permitted pursuant to Section
8.03(h) or otherwise permitted by the Required Lenders, by the Borrower or any
of its Subsidiaries. Such prepayment shall be made within three (3) Business
Days after the date of receipt of Net Cash Proceeds of any such transaction.

                  (ii) Equity Proceeds. The Borrower shall make mandatory
principal prepayments of the Term Loan in the manner set forth in Section
2.06(e)(v) below in amounts equal to one hundred percent (100%) of the aggregate
Net Cash Proceeds from any offering of equity securities by the Borrower or any
of its Subsidiaries (other than solely as a result of (A) offerings of equity
securities made in connection with any employee stock option, incentive plans or
stock purchase plan or made in connection with compensation or incentive plans
for directors and officers, in each case entered into in the ordinary course of
business and (B) the exercise of warrants existing on the Closing Date and set
forth on Schedule 6.13). Any such prepayments shall be made within three (3)
Business Days after the date of receipt of Net Cash Proceeds of any such
transaction. Notwithstanding any of the foregoing to the contrary, the Borrower
may apply the Net Cash Proceeds of the Additional Equity Offering to prepay the
Senior Subordinated Debt pursuant to Section 8.14 (the amount of such prepayment
in-full, the "Prepayment Amount"); provided that (1) no Default or Event of
Default is continuing or would result from such prepayment, (2) an amount of
such Net Cash Proceeds equal to $50,000,000 less the Prepayment Amount shall be
applied to repay outstanding Revolving Credit Loans pursuant to Section
2.06(d)(ii) as if such proceeds were "Excess Proceeds" and (3) any such Net Cash
Proceeds in excess of $50,000,000 shall be applied in accordance with Section
2.06(e)(v).

                  (iii) Asset Sale Proceeds. (A) No later than one hundred
eighty (180) days following the Borrower's receipt thereof, the Borrower shall
make mandatory principal prepayments of the Term Loan in the manner set forth in
Section 2.06(e)(v) below in amounts equal to one hundred percent (100%) of the
aggregate Net Cash Proceeds from the Disposition or series of related
Dispositions of assets by the Borrower or any of its Subsidiaries (other than
the Non-Propane Products Divestiture) permitted pursuant to Section 8.05(Q) or
(h) (the "Disposition Proceeds"); provided that (I) subject to the following
clause (II), any prepayment required pursuant to this Section 2.06(e)(iii) with
respect to any Disposition Proceeds of less than $200,000 (any such amounts, the
"Deferred Proceeds") may be deferred until such time as the aggregate amount of
all such Deferred Proceeds that have not previously been reinvested or applied
to prepay any Term Loans equals or exceeds $200,000 and (II) upon and during the
continuance of an Event of Default and upon notice from the Administrative
Agent, all Disposition Proceeds, received by the Borrower and its Subsidiaries
shall be applied to make



                                       43
<PAGE>

prepayments of the Term Loan, such prepayments to be made within three (3)
Business Days after the Borrower's receipt of such Disposition Proceeds.
Notwithstanding any of the foregoing to the contrary, the Borrower may apply the
Net Cash Proceeds of the Non-Propane Products Divestiture to prepay the Senior
Subordinated Debt pursuant to Section 8.14; provided that (1) no Default or
Event of Default is continuing or would result from such prepayment, and (2) any
such Net Cash Proceeds in excess of the amount necessary to prepay the Senior
Subordinated shall be applied to repay outstanding Revolving Credit Loans
pursuant to Section 2.06(d)(ii) as if such proceeds were "Excess Proceeds".

                           (B) he Borrower shall make mandatory principal
prepayments of the Term Loan in the manner set forth in Section 2.06(e)(v) below
in amounts equal to one hundred percent (100%) of the aggregate Net Cash
Proceeds from any award, judgment or other recovery (including, without
limitation, any settlement) received in connection with the action by the
Borrower, as plaintiff, against PricewaterhouseCoopers, L.L.P., as defendant,
pending in the General Court of Justice, Superior Division, Forsyth County,
North Carolina (Case No. 99 CVS 9706), by the Borrower or any of its
Subsidiaries. Such prepayment shall be made within three (3) Business Days after
the date of receipt of Net Cash Proceeds of any such award, judgment or other
recovery.

                  (iv) Insurance and Condemnation Proceeds. No later than one
hundred eighty (180) days following the date of receipt by the Borrower or any
of its Subsidiaries of any Net Cash Proceeds under any of the insurance policies
maintained pursuant to Section 7.07 or from any condemnation proceeding (the
"Insurance and Condemnation Proceeds") which have not been reinvested as of such
date in similar replacement assets, the Borrower shall make mandatory principal
prepayments of the Term Loan in the manner set forth in Section 2.06(e)(v) below
in amounts equal to one hundred percent (100%) of the aggregate amount of such
Insurance and Condemnation Proceeds received by the Borrower or any of its
Subsidiaries. Notwithstanding any of the foregoing to the contrary, upon and
during the continuance of an Event of Default and upon notice from the
Administrative Agent, all Insurance and Condemnation Proceeds, received by the
Borrower and its Subsidiaries shall be applied to make prepayments of the Term
Loan, such prepayments to be made within three (3) Business Days after the
Borrower's receipt of such Insurance and Condemnation Proceeds.

                  (v) Notice; Manner of Payment. Upon the occurrence of any
event triggering the prepayment requirement under Section 2.06(e)(i) through and
including Section 2.06(e)(iv), the Borrower shall promptly give written notice
to the Administrative Agent and upon receipt of such notice, the Administrative
Agent shall promptly so notify the Lenders. Each prepayment under this Section
2.06(e) shall be applied as follows: first, to reduce in inverse order of
maturity the remaining scheduled principal installments of the Term Loan
pursuant to Section 2.08(c) and second, to the extent of any excess, to repay
the Revolving Credit Loans pursuant to Section 2.06(d)(ii) to prepay the
outstanding principal amount of the Revolving Credit Loans without a
corresponding reduction of the Revolving Credit Commitment.

                  (vi) Prepayments of Term Loan. Amounts prepaid under the Term
Loan pursuant to this Section 2.06(e) may not be reborrowed and will constitute
a permanent reduction



                                       44
<PAGE>

in the Term Loan Commitment. Each prepayment shall be accompanied by any amount
required to be paid pursuant to Section 4.05 hereof.

         2.07 VOLUNTARY TERMINATION OR REDUCTION OF REVOLVING CREDIT
COMMITMENTS.

         The Borrower may, upon notice to the Administrative Agent, terminate
the Revolving Credit Commitments, or from time to time permanently reduce the
Revolving Credit Commitments; provided that (i) any such notice shall be
received by the Administrative Agent not later than 11:00 a.m. five Business
Days prior to the date of termination or reduction, (ii) any such partial
reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of
$500,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the
Revolving Credit Commitments if, after giving effect thereto and to any
concurrent prepayments hereunder, the Revolving Credit Outstandings would exceed
the Borrowing Limit, and (iv) if, after giving effect to any reduction of the
Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line
Sublimit exceeds the amount of the Revolving Credit 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 Revolving Credit Commitments. Any reduction of the Revolving
Credit Commitments shall be applied to the Revolving Credit Commitment of each
Lender according to its Revolving Credit Commitment Percentage. All Commitment
Fees accrued until the effective date of any termination of the Revolving Credit
Commitments shall be paid on the effective date of such termination.

         2.08 REPAYMENT OF LOANS.

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

         (b) Repayment of Swing Line Loans. The Borrower shall repay each Swing
Line Loan on the earlier to occur of (i) the date five Business Days after such
Loan is made and (ii) the Revolving Credit Maturity Date.

         (c) Repayment of Term Loan. The Borrower shall repay the outstanding
principal amount of the Term Loan in consecutive quarterly installments
commencing December 31, 2002 as follows (as such installments may hereafter be
adjusted as a result of prepayments made pursuant to Section 2.06(e)), in each
case unless accelerated sooner pursuant to Section 9.02:

-------------------------------------------------------------------------------
   YEAR                   PAYMENT DATE                PRINCIPAL INSTALLMENT
                                                               ($)
-------------------------------------------------------------------------------
   2002                December 31, 2002                    1,000,000
-------------------------------------------------------------------------------
   2003                  March 31, 2003                     1,000,000
              -----------------------------------------------------------------
                         June 30, 2003                      1,000,000
              -----------------------------------------------------------------
                       September 30, 2003                   1,000,000
              -----------------------------------------------------------------
                       December 31, 2003                    1,250,000
-------------------------------------------------------------------------------



                                       45
<PAGE>

-------------------------------------------------------------------------------
   YEAR                   PAYMENT DATE                PRINCIPAL INSTALLMENT
                                                               ($)
-------------------------------------------------------------------------------
   2004                  March 31, 2004                     1,250,000
              -----------------------------------------------------------------
                         June 30, 2004                      1,250,000
              -----------------------------------------------------------------
                       September 30, 2004                   1,250,000
              -----------------------------------------------------------------
                       December 31, 2004                    1,500,000
   ----------------------------------------------------------------------------
   2005                  March 31, 2005                     1,500,000
              -----------------------------------------------------------------
                         June 30, 2005                      1,500,000
              -----------------------------------------------------------------
                       September 30, 2005                   1,500,000
   ----------------------------------------------------------------------------

         If not sooner paid, the Term Loan shall be paid in full, together with
accrued interest thereon, on the Term Loan Maturity Date.

                                  ARTICLE III.
                             GENERAL LOAN PROVISIONS

         3.01 INTEREST.

         (a) Subject to the provisions of subsection (b) below, (i) each
Eurodollar Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurodollar
Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan
(other than Swing Line Loans) 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 (iii) 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.

         (b) If any amount payable by the Borrower under any Loan Document is
not paid when due (without regard to. any applicable grace periods), whether at
stated maturity, by acceleration or otherwise, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws. Furthermore,
upon the request of the Required Lenders, while any Event of Default exists, the
Borrower shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.
Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.

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

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



                                       46
<PAGE>

         (a) Commitment Fee. The Borrower shall pay to the Administrative Agent
for the account of each Lender in accordance with its Revolving Credit
Commitment Percentage, a commitment fee (the "Commitment Fee") equal to the
Applicable Rate times the actual daily amount by which the Revolving Credit
Commitments exceed the sum of (i) the Outstanding Amount of Revolving Credit
Loans and (ii) 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 calendar
quarter, commencing with the first such date to occur after the Closing Date,
and on the Revolving Credit 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.

         (b) Other Fees.

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

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

         3.03 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 Loan for the day on which the
Loan is made, and shall not accrue on a Loan, or any portion thereof, for the
day on which the Loan or such portion is paid, provided that any Loan that is
repaid on the same day on which it is made shall, subject to Section 3.05(a),
bear interest for one day.

         3.04 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



                                       47
<PAGE>

through the Administrative Agent, the Borrower shall execute and deliver to such
Lender (through the Administrative Agent) a Note, which shall evidence such
Lender's Loans in addition to such accounts or records. Each Lender may attach
schedules to its Note and endorse thereon the date, Type (if applicable), amount
and maturity of its Loans and payments with respect thereto.

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

         3.05 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
each Lender its Revolving Credit Commitment Percentage or Term Loan Percentage,
as applicable (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) 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) 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



                                       48
<PAGE>

                  (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 (c) shall be conclusive,
absent manifest error.

         (d) 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 III, 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.

         (e) The obligations of the Lenders hereunder to make Loans and to fund
participations in Letters of Credit and Swing Line Loans are several and not
joint. The failure of any Lender to make any Loan or to fund any such
participation 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 or purchase
its participation.

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

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 or in Swing Line Loans held by it, 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 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



                                       49
<PAGE>

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.

         3.06 SECURITY. The Obligations shall be secured as provided in the
Security Documents.

                                   ARTICLE IV.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         4.01 TAXES.

         (a) Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present 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 and each Lender, taxes imposed on or measured by its
overall net income, and franchise taxes imposed on it (in lieu of net income
taxes), by the jurisdiction (or any political subdivision thereof) under the
Laws of which the Administrative Agent or such Lender, as the case may be, is
organized or maintains a lending office (all such non-excluded taxes, duties,
levies, imposts, deductions, assessments, fees, withholdings or similar charges,
and liabilities being hereinafter referred to as "Taxes"). If the Borrower 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 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 and such Lender receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay
the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable Laws, and (iv) within 30 days after the date of
such payment, the Borrower shall furnish to the Administrative



                                       50
<PAGE>

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) If the Borrower shall be required to deduct or pay any Taxes or
Other Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent or to such Lender, as the case may be, at the time interest
is paid, such additional amount that the Administrative Agent or such Lender
specifies is necessary to preserve the after-tax yield (after factoring in all
taxes, including taxes imposed on or measured by net income) that the
Administrative Agent or such Lender would have received if such Taxes or Other
Taxes had not been imposed.

         (d) The Borrower agrees to indemnify the Administrative Agent and each
Lender for, from and against (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 and such
Lender, (ii) amounts payable under Section 4.01(c) and (iii) 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. Payment under this subsection (d) shall be made within 30 days after
the date the Lender or the Administrative Agent makes a demand therefor.

         4.02 ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans, or to determine or charge interest rates based upon the
Eurodollar Rate, 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.



                                       51
<PAGE>

         4.03 INABILITY TO DETERMINE RATES. If the Required Lenders determine
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 such Lenders of funding such Loan,
the Administrative Agent will promptly so notify the Borrower and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate
Loans shall be suspended until the Administrative Agent (upon the instruction of
the Required Lenders) revokes such notice. Upon receipt of such notice, the
Borrower may revoke any pending request for a Borrowing of, conversion to or
continuation of Eurodollar Rate Loans or, failing that, will be deemed to have
converted such request into a request for a Revolving Credit Borrowing of Base
Rate Loans in the amount specified therein.

         4.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY.

         (a) If any Lender 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
4.01 shall govern), (ii) changes in the basis of taxation of overall net income
or overall gross income 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, and (iii) reserve requirements utilized in
the determination of the Eurodollar Rate), then from time to time upon demand of
such Lender (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.

         (b) If any Lender 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 (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; provided that no compensation shall be payable
pursuant to this clause (b) if the applicable Lender fails to demand
compensation for such increased costs within one-hundred eighty (180) days
following the date on which such Lender has actual knowledge of the event
resulting in such increase.

         4.05 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 expense
incurred by it as a result of:



                                       52
<PAGE>

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

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

         (c) any assignment of a Eurodollar Rate Loan on a day other than the
last day of the Interest Period therefor as a result of a request by the
Borrower pursuant to Section 11.16; including any loss of anticipated profits
and any loss or expense arising from the liquidation or reemployment of funds
obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were obtained. The Borrower shall also pay any
customary administrative fees charged by such Lender in connection with the
foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 4.05, 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.

         4.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION. A certificate
of the Administrative Agent or any Lender claiming compensation under this
Article IV 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.

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

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

                  (i) executed counterparts of this Agreement, the Security
Documents, the Guaranty Agreement and any other applicable Loan Documents,
sufficient in number for distribution to the Administrative Agent, each Lender
and the Borrower;



                                       53
<PAGE>

                  (ii) a Note executed by the Borrower in favor of each Lender
requesting a Note;

                  (iii) a certificate of Responsible Officers of each Loan Party
certifying as to the incumbency and genuineness of the signature of each officer
of each Loan Party executing Loan Documents to which it is a party and
certifying that attached thereto is a true, correct and complete copy of (A) the
articles or certificate of incorporation or formation of each Loan Party and all
amendments thereto, certified as of a recent date by the appropriate
Governmental Authority in its jurisdiction of incorporation, (B) the bylaws or
other governing document of each Loan Party as in effect on the date of such
certifications, (C) resolutions duly adopted by the board of directors or other
governing body of each Loan Party authorizing the borrowings contemplated
hereunder and the execution, delivery and performance of the Loan Documents to
which it is a party, and (D) certificates as of a recent date of the good
standing of each Loan Party under the laws of its jurisdiction of organization
and, to the extent requested by the Administrative Agent, each other
jurisdiction where each Loan Party is qualified to do business and a certificate
of the relevant taxing authorities of such jurisdictions certifying that such
Loan Party has filed required tax returns and owes no delinquent taxes;

                  (iv) a certificate signed by a Responsible Officer of the
Borrower certifying (A) that either (1) attaching copies of all consents,
licenses and approvals required in connection with the execution, delivery and
performance by such Loan Party and the validity against such Loan Party of the
Loan Documents to which it is a party, and such consents, licenses and approvals
shall be in full force and effect, or (2) stating that no such consents,
licenses or approvals are so required, (B) that the conditions specified in
Section 5.02(a) and Section 5.02(b) have been satisfied, (C) that there has been
no event or circumstance since the date of the Audited Financial Statements that
has had or could be reasonably expected to have, either individually or in the
aggregate, a Material Adverse Effect; and (D) a calculation of the Consolidated
Total Leverage Ratio as of the last day of the Fiscal Quarter of the Borrower
most recently ended prior to the Closing Date;

                  (v) a certificate signed by a Responsible Officer certifying
that (A) the Borrower and each of its Subsidiaries (excluding QuickShip, Inc.)
are each Solvent, (B) the Borrower's payables are current and not past due, (C)
attached thereto are calculations evidencing compliance on a pro forma basis
with the covenants contained in Section 8.15, and (D) the financial projections
previously delivered to the Administrative Agent represent the good faith
estimates (utilizing reasonable assumptions) of the financial condition and
operations of the Borrower and its Subsidiaries;

                  (vi) a Borrowing Base Certificate as of the most recent month
end;

                  (vii) a favorable opinion of Womble Carlyle Sandridge & Rice,
counsel to the Loan Parties, addressed to the Administrative Agent and each
Lender, as to the matters set forth in Exhibit H and such other matters
concerning the Loan Parties and the Loan Documents as the Required Lenders may
reasonably request;



                                       54
<PAGE>

                  (viii) such other assurances, certificates, documents,
consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line
Lender or the Required Lenders reasonably may require.

         (b) Collateral.

                  (i) Filings and Recordings. All filings and recordations that
are necessary to perfect the security interests of the Lenders in the collateral
described in the Security Documents shall have been received by the
Administrative Agent and the Administrative Agent shall have received evidence
satisfactory to the Administrative Agent that upon such filings and recordations
such security interests constitute valid and perfected first priority Liens
therein.

                  (ii) Pledged Collateral. The Administrative Agent shall have
received (A) original stock certificates or other certificates evidencing the
capital stock or other ownership interests pledged pursuant to the Collateral
Agreement, together with an undated stock power for each such certificate duly
executed in blank by the registered owner thereof and (B) each original
promissory note pledged pursuant to the Collateral Agreement.

                  (iii) Lien Search. The Administrative Agent shall have
received the results of a Lien search (including a search as to judgments,
pending litigation and tax matters) made against the Loan Parties under the UCC
(or applicable judicial docket) as in effect in any state in which any of its
assets are located, indicating among other things that its assets are free and
clear of any Lien except for Permitted Liens.

                  (iv) Hazard and Liability Insurance. The Administrative Agent
shall have received certificates of insurance, evidence of payment of all
insurance premiums for the current policy year of each, and, if requested by the
Administrative Agent, copies (certified by a Responsible Officer) of insurance
policies in the form required under the Loan Documents and otherwise in form and
substance reasonably satisfactory to the Administrative Agent.

         (c) Payment of Fees. Any fees required to be paid on or before the
Closing Date shall have been paid.

         (d) Attorneys Fees. 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).

         (e) Existing Facility. The Existing Facility shall be repaid in full
and terminated and all collateral security therefor shall be released, and the
Administrative Agent shall have received a pay-off letter in form and substance
satisfactory to it evidencing such repayment, termination, reconveyance and
release.

         (f) Other Documents. All opinions, certificates and other instruments
and all proceedings in connection with the transactions contemplated by this
Agreement shall be



                                       55
<PAGE>

satisfactory in form and substance to the Administrative Agent. The
Administrative Agent shall have received copies of all other documents,
certificates and instruments reasonably requested thereby, with respect to the
transactions contemplated by this Agreement.

         5.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each Lender
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 furnished at any time under or in connection herewith
or therewith that are subject to materiality or Material Adverse Effect
qualifications, shall be true and correct in all respects and 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 furnished at any time under or in connection herewith or therewith
that are not subject to materiality or Material Adverse Effect qualifications,
shall be true and correct in all material respects, in each case 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) The Administrative Agent and, if applicable, the L/C Issuer or the
Swing Line Lender shall have received a Request for Credit Extension in
accordance with the requirements hereof.

         (d) The Administrative Agent shall have received each additional
document, instrument, legal opinion or other item reasonably requested by it.

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

         5.03 POST-CLOSING CONDITION. The Borrower shall deliver to the
Administrative Agent within 45 days from the Closing Date, the results of a Lien
search (including a search as to judgments, pending litigation and tax matters)
made against the Loan Parties under the UCC (or applicable judicial docket) as
in effect in any state in which any of its assets are located, indicating among
other things that its assets are free and clear of any Lien except for Permitted
Liens.

                                  ARTICLE VI.
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent and
the Lenders that:



                                       56
<PAGE>

         6.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. 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 as now being
conducted and hereafter proposed to be conducted except where the absence of any
such license, authorization, consent or approval would not reasonably be
expected to have a Material Adverse Effect and (ii) execute, deliver and perform
its obligations under the Loan Documents to which it is a party, (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 where the
failure to so qualify would not reasonably be expected to have a Material
Adverse Effect, and (d) is in compliance with all Laws, except where the failure
to so comply would not reasonably be expected to have a Material Adverse Effect.
The jurisdictions in which the Borrower and its Subsidiaries are organized and
qualified to do business as of the Closing Date are described on Schedule 6.01.

         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 and will not (a) contravene the terms of any
of such Person's Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien (other than a Permitted
Lien) under, (i) any Contractual Obligation to which such Person is a party
which such conflict, breach or contravention would reasonably be expected to
have a Material Adverse Effect 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, which would reasonably be expected to have a Material
Adverse Effect; or (c) violate any Law which would reasonably be expected to
have a Material Adverse Effect.

         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 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. Each of
the Borrower and its Subsidiaries (a) has all Governmental Approvals required by
any applicable Law for it to conduct its business, each of which is in full
force and effect, is final and not subject to review on appeal and is not the
subject of any pending or, to the best of its knowledge, threatened attack by
direct or collateral proceeding, except where the failure to do so would not
reasonably be expected to have a Material Adverse Effect, (b) is in compliance
with each Governmental Approval applicable to it and in compliance with all
other applicable Laws relating to it or any of its respective properties, in
each case except where the absence of-such Governmental Approval would not
reasonably be expected to have a Material Adverse Effect and (c) has timely
filed all material reports, documents and other materials required to be filed
by it under all applicable Laws with any Governmental Authority and has retained
all material records and documents required to be retained by it under
applicable Law.

         6.04 BINDING EFFECT. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is



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<PAGE>

party thereto. This Agreement constitutes, and each other Loan Document when so
delivered will constitute, a legal, valid and binding obligation of such Loan
Party, enforceable against each Loan Party that is party thereto in accordance
with its terms.

         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 indebtedness and other liabilities, direct or
contingent required to be shown in accordance with GAAP, of the Borrower and its
Subsidiaries as of the date thereof, including liabilities for taxes,
commitments and Indebtedness.

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

         (c) As of the Closing Date and after giving effect to each Credit
Extension made hereunder, the Borrower and each of its Subsidiaries (other than
QuikShip, Inc.) will be Solvent.

         6.06 LITIGATION. Except as set forth on Schedule 6.06, there are no
actions, suits, proceedings, claims or disputes pending or, to the knowledge of
the Borrower 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) either individually or in the aggregate, if determined adversely, could
reasonably be expected to have a Material Adverse Effect.

         6.07 NO DEFAULT. Neither the Borrower nor any Subsidiary is in default
under or with respect to any Contractual Obligation that could, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. No Default or an Event of Default has occurred and is continuing
or would result from the consummation of the transactions contemplated by this
Agreement or any other Loan Document.

         6.08 OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and each
Subsidiary 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, and sufficient Title or rights to use all of its
personal property and assets, including, but not limited to, those reflected on
the balance sheets of the Borrower and its Subsidiaries delivered pursuant to
Section 7.01, except those which have been disposed of by the Borrower or its
Subsidiaries subsequent to such date which dispositions have been in the
ordinary course of business or as otherwise expressly permitted hereunder. The
property of the Borrower and its Subsidiaries is subject to no Liens, other than
Permitted Liens.



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<PAGE>

         6.09 ENVIRONMENTAL COMPLIANCE.

         (a) Except as set forth' on Schedule 6.09 ("Disclosed Environmental
Matters"), the properties owned, leased or operated by the Borrower and its
Subsidiaries now or in the past do not contain, and to their knowledge have not
previously contained, any Hazardous Materials in amounts or concentrations which
(i) constitute or constituted a violation of applicable Environmental Laws which
would reasonably be expected to have a Material Adverse Effect or (ii) could
give rise to liability under applicable Environmental Laws, which would
reasonably be expected to have a Material Adverse Effect;

         (b) The Borrower, each Subsidiary and such properties and all
operations conducted in connection therewith are in compliance in all material
respects, and have been in compliance in all material respects, with all
applicable Environmental Laws, and there is no contamination at, under or about
such properties or such operations which could interfere with the continued
operation of such properties or impair the fair saleable value thereof, in each
case, which would reasonably be expected to have a Material Adverse Effect;

         (c) Except for Disclosed Environmental Matters, neither the Borrower
nor any Subsidiary thereof has received any notice of violation, alleged
violation, non-compliance, liability or potential `liability regarding
environmental matters, Hazardous Materials, or compliance with Environmental
Laws, in each case, which would reasonably be expected to have a Material
Adverse Effect, nor does the Borrower or any Subsidiary thereof 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 to or
from the properties owned, leased or operated by the Borrower and its
Subsidiaries in violation of, or in a manner or to a location which could give
rise to liability under, Environmental Laws which would reasonably be expected
to have a Material Adverse Effect, nor have any Hazardous Materials been
generated, treated, stored or disposed of at, on or under any of such properties
in violation. of, or in a manner that could give rise to liability under, any
applicable Environmental Laws, which would reasonably be expected to have a
Material Adverse Effect;

         (e) No judicial proceedings or governmental or administrative action is
pending, or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which the Borrower or any Subsidiary thereof is or will be
named as a potentially responsible party with respect to such properties or
operations conducted in connection therewith which would reasonably be expected
to have a Material Adverse Effect, 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 Borrower, any Subsidiary or such properties or such operations,
which would reasonably be expected to have a Material Adverse Effect; and

         (f) There has been no release, or to the best of the Borrower's
knowledge, threat of release, of Hazardous Materials at or from properties
owned, leased or operated by the Borrower or any Subsidiary, now or in the past,
in violation of or in amounts or in a manner that could give



                                       59
<PAGE>

rise to liability under Environmental Laws which would reasonably be expected to
have a Material Adverse Effect.

         6.10 INSURANCE. The properties of the Borrower and its Subsidiaries are
insured with financially sound and reputable insurance companies that are not
Affiliates of the Borrower and are reasonably acceptable to the Administrative
Agent and the Required Lenders, in such amounts (after giving effect to any
self-insurance in an amount not to exceed (a) $500,000 per each occurrence and
(b) $3,000,000 in the aggregate), 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.

         6.11 TAXES. The Borrower and its Subsidiaries have filed all Federal,
state and other material tax returns and reports required to be filed, and have
paid all Federal, 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. Such returns accurately
reflect in all material respects all liability for taxes of the Borrower and its
Subsidiaries for the periods covered thereby. There is no ongoing audit or
examination or, to the knowledge of the Borrower, other investigation by any
Governmental Authority of the tax liability of the Borrower and its Subsidiaries
which would reasonably be expected to have a Material Adverse Effect. No
Governmental Authority has asserted any Lien or other claim against the Borrower
or any Subsidiary thereof with respect to unpaid taxes which has not been
discharged or resolved, 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. The charges, accruals and reserves
on the books of the Borrower and any of its Subsidiaries in respect of Federal,
state, local and other taxes for all Fiscal Years and portions thereof since the
organization of the Borrower and any of its Subsidiaries are in the judgment of
the Borrower adequate, and the Borrower does not anticipate any additional taxes
or assessments for any of such years. 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) As of the Closing Date, neither the Borrower nor any ERISA
Affiliate sponsors, maintains or makes contributions to, or has ever sponsored,
maintained, or made contributions to or has any obligation under a defined
benefit plan (as such term is defined in Section 3(35) of ERISA) or any Plan
which is subject to the minimum funding requirements of Section 412 of the Code
or the requirements of Title IV of ERISA.

         (b) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the 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 Borrower, nothing has occurred which would prevent, or cause
the loss of, such qualification. The Borrower and each ERISA Affiliate have made
all required



                                       60
<PAGE>

contributions to each Plan subject to Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

         (c) There are no pending or, to the best knowledge of the Borrower,
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.

         (d) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the
Borrower 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); (iv) neither
the Borrower 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; (v) neither the Borrower
nor any ERISA Affiliate has engaged in a transaction that could be subject to
Sections 4069 or 4212(c) of ERISA; and (vi) neither the Borrower nor any ERISA
Affiliate has engaged in a nonexempt prohibited transaction described in Section
406 of the ERISA or Section 4975 of the Code.

         6.13 SUBSIDIARIES. As of the Closing Date, the Borrower has no
Subsidiaries other than those specifically disclosed in Part (a) of Schedule
6.13, and has no equity investments in any other corporation or entity other
than those specifically disclosed in Part (b) of Schedule 6.13. As of the
Closing Date, the capitalization of the Borrower and its Subsidiaries consists
of the number of shares, authorized, issued and outstanding, of such classes and
series, with or without par value, described on Schedule 6.13. All outstanding
shares have been duly authorized and validly issued and are fully paid and
nonassessable, with no personal liability attaching to the ownership thereof,
and not subject to any preemptive or similar rights. The shareholders of the
Subsidiaries of the Borrower and the number of shares owned by each as of the
Closing Date are described on Schedule 6.13. As of the Closing Date, there are
no outstanding stock purchase warrants, subscriptions, options, securities,
instruments or other rights of any type or nature whatsoever, which are
convertible into, exchangeable for or otherwise provide for or permit the
issuance of capital stock of the Borrower or its Subsidiaries, except as
described on Schedule 6.13.

         6.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT.

         (a) Neither the Borrower nor any of its Subsidiaries is engaged,
principally or as one of its important activities, in the business of
"purchasing" or "carrying" any "margin stock" (as each such term is defined or
used in Regulation U issued by the FRB), or extending credit for the purpose of
purchasing or carrying margin stock. No part of the proceeds of any of the Loans
or Letters of Credit will be used for purchasing or carrying margin stock or for
any purpose which



                                       61
<PAGE>

violates, or which would be inconsistent with, the provisions of Regulation T, U
or X issued by the FRB.

         (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.

         6.15 DISCLOSURE. The Borrower has disclosed to the Administrative Agent
and the Lenders all agreements, instruments and corporate or other restrictions
to which it or any of its Subsidiaries is subject, and all other matters known
to it, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. 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 Borrower represents 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 in all material respects 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, either individually
or in the aggregate, 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 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, without
conflict with the rights of any other Person, except where the failure to do so
would not reasonably be expected to have a Material Adverse Effect. To the best
knowledge of the Borrower, no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now
contemplated to be employed, by the Borrower or any Subsidiary infringes upon
any rights held by any other Person which would reasonably be expected to have a
Material Adverse Effect. No event has occurred which permits, or after notice or
lapse of time or both would permit, the revocation or termination of any such
rights which would reasonably be expected to have a Material Adverse Effect, and
neither the Borrower nor any Subsidiary thereof is liable to any Person for
infringement under applicable Law with respect to any such rights as a result of
its business operations, which would reasonably be expected to have a Material
Adverse Effect.



                                       62
<PAGE>

         6.18 EMPLOYEE RELATIONS. Each of the Borrower and its Subsidiaries has
a stable work force in place and is not, as of the Closing Date, party to any
collective bargaining agreement nor has any labor union been recognized as the
representative of its employees. The Borrower knows of no pending, threatened or
contemplated strikes, work stoppage or other collective labor disputes involving
its employees or those of its Subsidiaries.

         6.19 BURDENSOME PROVISIONS. Neither the Borrower nor any Subsidiary
thereof is a party to any indenture, agreement, lease or other instrument, or
subject to any corporate or partnership restriction, Governmental Approval or
applicable Law which is so unusual or burdensome as in the foreseeable future
could be reasonably expected to have a Material Adverse Effect. The Borrower and
its Subsidiaries do not presently anticipate that future expenditures needed to
meet the provisions of any statutes, orders, rules or regulations of a
Governmental Authority will be so burdensome as to have a Material Adverse
Effect. Except as set forth on Schedule 6.19, no Subsidiary is party to any
agreement or instrument or otherwise subject to any restriction or encumbrance
that restricts or limits its ability to make dividend payments or other
distributions in respect of its capital stock to the Borrower or any Subsidiary
or to transfer any of its assets or properties to the Borrower or any other
Subsidiary in each case other than existing under or by reason of the Loan
Documents or applicable Law.

         6.20 SURVIVAL OF REPRESENTATIONS AND WARRANTIES, ETC. All
representations and warranties set forth in this Article VII and all
representations and warranties contained in any certificate, or any of the Loan
Documents (including, but not limited to, any such representation or warranty
made in or in connection with any amendment thereto) shall constitute
representations and warranties made under this Agreement. All representations
and warranties made under this Agreement shall be made or deemed to be made at
and as of the Closing Date (except those that are expressly made as of a
specific date), shall survive the Closing Date and shall not be waived by the
execution and delivery of this Agreement, any investigation made by or on behalf
of the Lenders or any borrowing hereunder.

                                  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, or any Letter of
Credit shall remain outstanding, the Borrower shall, and shall (except in the
case of the covenants set forth in Section 7.01, Section 7.02, Section 7.03 and
Section 7.11) cause each Subsidiary to:

         7.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent and each
Lender, in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

         (a) as soon as available, but in any event within 90 days after the end
of each Fiscal Year of the Borrower, a consolidated and consolidating balance
sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Year,
and the related consolidated and consolidating 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



                                       63
<PAGE>

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 45 days after the end
of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower,
a consolidated and consolidating balance sheet of the Borrower and its
Subsidiaries as at the end of such Fiscal Quarter, and the related consolidated
and consolidating 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, shareholders' equity 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(e), 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 and each Lender, 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 Section 7.01(a), a report of its independent certified public accountants
stating that in the course of its audit (without any obligation to conduct any
other independent investigation) no knowledge was obtained of any Default with
the terms, covenants, provisions or conditions of Section 8.15 in so far as they
relate to accounting matters or, if any such Default shall exist, stating the
nature and status of such event;

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

         (c) (i) on the 15th of each fiscal month (or if the 15th is not a
Business Day, on the next succeeding Business Day), a duly completed Borrowing
Base Certificate signed by a Responsible Officer of the Borrower as of the end
of the fiscal month most recently ended prior to such date and (ii) on the last
Business Day of each fiscal month, a duly completed Borrowing Base Certificate
signed by a Responsible Officer of the Borrower as of the 15th of such fiscal
month;

         (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



                                       64
<PAGE>

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, 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, and not otherwise required to be delivered to the
Administrative Agent pursuant hereto;

         (f) concurrently with the delivery of any notice, document or other
communication to the holder or holders of the Senior Subordinated Debt, a copy
of such notice, document, or other communication; and

         (g) 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.

         Documents required to be delivered pursuant to Section 7.01(a) or
Section 7.01(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 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 and Borrowing Base Certificates required by Section 7.02(b) and
Section 7.02(c) to the Administrative Agent and each of the Lenders. Except for
such Compliance Certificates and Borrowing Base 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. Promptly notify the Administrative Agent and each Lender:



                                       65
<PAGE>

         (a) of (i) the occurrence of any Default or Event of Default or (ii)
the occurrence or existence of any event or circumstance that would reasonably
be expected to become a Default or Event of Default;

         (b) 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) of the occurrence of any ERISA Event;

         (d) of any material change in accounting policies or financial
reporting practices by the Borrower or any Subsidiary; and

         (e) of any of the events described in Section 2.06(e).

         Each notice pursuant to this Section 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.

         7.04 PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall become
due and payable, all its obligations and liabilities, including (a) all 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
lawful claims which, if unpaid, would by law become a Lien upon its property,
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; and (c) all 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) Preserve, renew and maintain
in full force and effect its legal existence and good standing under the Laws of
the jurisdiction of its organization except in a transaction permitted by
Section 8.04 or Section 8.05; (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 failure to do so
could not reasonably be expected to have a Material Adverse Effect; and (c)
preserve or renew all of its 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



                                       66
<PAGE>

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

         7.07 MAINTENANCE OF INSURANCE. In addition to the specific insurance
requirements of the Security Documents, maintain with financially sound and
reputable insurance companies that are not Affiliates of the Borrower and are
reasonably acceptable to the Administrative Agent and the Required Lenders,
insurance with respect to its properties and business against loss or damage of
the kinds customarily insured against by Persons engaged in the same or similar
business, of such types and in such amounts (after giving effect to any
self-insurance in an amount not to exceed (a) $500,000 per each occurrence and
(b) $3,000,000 in the aggregate) as are customarily carried under similar
circumstances by such other Persons and providing for not less than 30 days'
prior notice to the Administrative Agent of termination, lapse or cancellation
of such insurance and deliver to the Administrative Agent upon its request a
detailed list of the insurance then in effect, stating the names of the
insurance companies, the amounts and rates of the insurance, the dates of the
expiration thereof and the properties and risks covered thereby.

         7.08 COMPLIANCE WITH LAWS. Comply in all respects 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 such requirement
of Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted, and maintain in full force and
effect all Governmental Approvals applicable to it or to its business or
property except where the failure to maintain would reasonably be expected to
result in a Material Adverse Effect.

         7.09 ENVIRONMENTAL LAWS. In addition to and without limiting the
generality of Section 7.08, (a) comply with, and exercise reasonable efforts to
ensure such compliance by all tenants and subtenants with all applicable
Environmental Laws and obtain and comply with and maintain, and exercise
reasonable efforts to ensure that all tenants and subtenants, if any, obtain and
comply with and maintain, any and all licenses, approvals, notifications,
registrations or permits required by applicable Environmental Laws where the
failure to do so would reasonably be expected to have a Material Adverse Effect,
(b) conduct and complete all investigations, studies, sampling and testing, and
all remedial, removal and other actions required under Environmental Laws, and
promptly comply with all lawful orders and directives of any Governmental
Authority regarding Environmental Laws where the failure to do so would
reasonably be expected to have a Material Adverse Effect, and (c) defend,
indemnify and hold harmless the Administrative Agent and the Lenders, and their
respective parents, Subsidiaries, Affiliates, employees, agents, officers and
directors, from and against any claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known or
unknown, contingent or otherwise, arising out of, or in any way relating to the
presence of Hazardous Materials, or the violation of, noncompliance with or
liability under any Environmental Laws applicable to the operations of the
Borrower or any such Subsidiary, or any orders, requirements or demands of
Governmental Authorities related thereto, including, without limitation,
reasonable attorney's and consultant's fees, - investigation and laboratory
fees, response costs, court costs and litigation expenses, except to the extent
that any of the foregoing



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directly result from the gross negligence or willful misconduct of the party
seeking indemnification therefor.

         7.10 COMPLIANCE WITH ERISA. In addition to and without limiting the
generality of Section 7.08, (a) except where the failure to so comply could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, (i) comply with all material applicable provisions of ERISA and
the regulations and published interpretations thereunder with respect to all
Employee Benefit Plans, (ii) not take any action or fail to take action the
result of which could be a liability to the PBGC or to a Multiemployer Plan,
(iii) not participate in any prohibited transaction that could result in any
civil penalty under ERISA or tax under the Code and (iv) operate each Employee
Benefit Plan in such a manner that will not incur any tax liability under
Section 4980B of the Code or any liability to any qualified beneficiary as
defined in Section 4980B of the Code and (b) furnish to the Administrative Agent
upon the Administrative Agent's request such additional information about any
Employee Benefit Plan as may be reasonably requested by the Administrative
Agent.

         7.11 COMPLIANCE WITH AGREEMENTS. Comply in all respects with each term,
condition and provision of all leases, agreements and other instruments entered
into in the conduct of its business including, without limitation, any
Contractual Obligation the failure to comply with which could reasonably be
expected to have a Material Adverse Effect; provided, that the Borrower or any
such Subsidiary may contest any such lease, agreement or other instrument in
good faith through applicable proceedings so long as adequate reserves are
maintained in accordance with GAAP.

         7.12 BOOKS AND RECORDS. (a) Maintain 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, and (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.

         7.13 INSPECTION RIGHTS. (a) 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 Borrower and at such reasonable times
during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice to the Borrower, and (b) up to two times per fiscal
year, permit representatives and independent contractors of the Administrative
Agent to perform audits and examinations of the Collateral (including, without
limitation, legal due diligence concerning the Collateral as is deemed
reasonably necessary or desirable by the Administrative Agent), all at the
expense of the Borrower and at such reasonable times during normal business
hours, upon reasonable advance notice to the Borrower; provided, however, in
each case, 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 as often as may be reasonably desired, without advance
notice.



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<PAGE>

         7.14 USE OF PROCEEDS. Use the proceeds of the Credit Extensions (a) for
working capital, capital expenditures and other general corporate purposes, (b)
to refinance the Existing Facility, (c) to repay or prepay the Senior
Subordinated Debt and (d) for the other purposes described herein, and not in
contravention of any Law or of any Loan Document.

         7.15 ADDITIONAL SUBSIDIARIES.

         (a) Additional Domestic Subsidiaries. Notify the Administrative Agent
at the time that any Person becomes a Domestic Subsidiary, and promptly
thereafter (and in any event within 30 days), cause such Person to (a) become a
Guarantor by executing and delivering to the Administrative Agent a counterpart
of the Guaranty Agreement or such other document as the Administrative Agent
shall deem appropriate for such purpose, (b) deliver to the Administrative Agent
a duly executed Joinder Agreement and comply with the terms of each Security
Document, (c) deliver to the Administrative Agent documents of the types
referred to in clauses (iii) and (iv) of Section 5.01(a) and 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
clauses (a) and (b)) and (d) deliver to the Administrative Agent such other
documents and closing certificates as may be reasonably requested by the
Administrative Agent, all in form, content and scope reasonably satisfactory to
the Administrative Agent.

         (b) Additional Foreign Subsidiaries. Notify the Administrative Agent at
the time that any Person becomes a Foreign Subsidiary, and promptly thereafter
(and in any event within 30 days), cause (a) the applicable Loan Party to
deliver to the Administrative Agent a supplement to the Security Documents
pledging sixty-five percent (65%) of the total outstanding ownership interest or
capital stock of such new Foreign Subsidiary and a consent thereto executed by
such new Foreign Subsidiary (including, without limitation, if applicable,
original stock certificates (or the equivalent thereof pursuant to the
Applicable Laws and practices of any relevant foreign jurisdiction) evidencing
the capital stock of such new Foreign Subsidiary, together with an appropriate
undated stock power for each certificate duly executed in blank by the
registered owner thereof), (b) such Person to deliver to the Administrative
Agent documents of the types referred to in clauses (iii) and (iv) of Section
5.01(a) and 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 clauses (a) and (b)), and (c) such Person to
deliver to the Administrative Agent such other documents and closing
certificates as may be reasonably requested by the Administrative Agent, all in
form, content and scope reasonably satisfactory to the Administrative Agent.

         provided that this Section 7.15 shall not apply to any Non-Material
Subsidiary until the earlier to occur of (x) the date on which such Non-Material
Subsidiary (other than QuickShip, Inc. and Rhino Services, LLC) shall engage in
any business operations or possess assets in excess of $10,000 and (y) with
respect to (I) any Non-Material Subsidiary existing on the Closing Date, the
date that is 180 days thereafter and (II) any other Non-Material Subsidiary the
date that is one year after the formation thereof.



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<PAGE>

         7.16 SWAP CONTRACTS. No later than May 31, 2003, enter into Swap
Contracts with respect to interest rate exposure under this Agreement with
durations covering the remaining term of this Agreement and an aggregate
notional principal amount thereunder equal to at least two thirds of the
outstanding principal amount of the Term Loan and with a Lender or other
counterparty reasonably satisfactory to the Administrative Agent and otherwise
in form and substance reasonably satisfactory to the Administrative Agent.

         7.17 FURTHER ASSURANCES. Make, execute and deliver all such additional
and further acts, things, deeds and instruments as the Administrative Agent or
the Required Lenders. (through the Administrative Agent) may reasonably require
to document and consummate the transactions contemplated hereby and to vest
completely in and insure the Administrative Agent and the Lenders their
respective rights under this Agreement, the Notes, the Letters of Credit and the
other Loan Documents.

                                 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, or any Letter of
Credit shall remain outstanding, the Borrower shall not, 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(c);

         (c) Liens for taxes 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;

         (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's
or other like Liens arising in the ordinary course of business which are not
overdue for a period of more than 30 days 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;

         (e) pledges or deposits in the ordinary course of business in
connection with workers' compensation, unemployment 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



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<PAGE>

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 not constituting
an Event of Default under Section 9.01(h) or securing appeal or other surety
bonds related to such judgments;

         (i) Liens securing Indebtedness permitted under Section 8.03(f) and
Section 8.03(g); provided that (i) such Liens do not at any time encumber any
property other than the property financed by such Indebtedness and (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

         (j) Liens arising solely by virtue of any contractual or statutory or
common law provisions relating to banker's liens, rights to set-off or similar
rights and remedies as to deposit accounts or other funds maintained with a
creditor depository institution provided that (i) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against
access by the Loan Party or any Subsidiary in excess of those set forth by
regulations promulgated by the Board of Governors of the Federal Reserve System,
(ii) such deposit account is not intended by the Loan Party or such Subsidiary
to provide collateral to the depositary institution and (iii) such deposit
account is subject to a control agreement pursuant to the terms of the Security
Documents;

         8.02 INVESTMENTS. Make any Investments, except:

         (a) Investments held by the Borrower or such Subsidiary in the form of
cash equivalents or short-term marketable securities;

         (b) advances to officers, directors and employees of the Borrower and
Subsidiaries in an aggregate amount not to exceed $500,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary
business purposes;

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

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

         (e) Guarantees permitted by Section 8.03;



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<PAGE>

         (f) the Permitted Distributorship Acquisition; provided that both
before and after giving effect to such acquisition (i) no Default or Event of
Default has occurred and is continuing and (ii) the Borrower shall have
demonstrated pro forma_ compliance with the financial covenants set forth in
Section 8.15 and with the Borrowing Base;

         (g) Investments in the form of acquisitions of all or substantially all
of the business or a line of business (whether by the acquisition of capital
stock, assets or any combination thereof) of any other Person; provided that (i)
the entity to be acquired is a going concern, (ii) the entity to be acquired
shall engage in a business or the assets to be acquired shall be used in a
business described in Section 8.08, (iii) the Borrower shall have delivered to
the Administrative Agent on or before the closing date of the acquisition a
description of the acquisition, (iv) the Borrower shall have certified on or
before the closing date of the acquisition, in writing and in a form acceptable
to the Administrative Agent and the Lenders, that the acquisition has been
approved by the board of directors or equivalent governing body of the entity to
be acquired, (v) no Default or Event of Default shall- have occurred and be
continuing both before and after giving effect to the acquisition, (vi) the
Borrower shall have complied with Section 7.15, (vii) the Borrower shall have
delivered to the Administrative Agent a Compliance Certificate dated as of the
closing date of the acquisition demonstrating, in form and substance reasonably
satisfactory thereto, the pro forma compliance with each covenant contained in
Section 8.16 and (viii) the Borrower shall have obtained the prior written
consent of the Administrative Agent and the Required Lenders prior to the
consummation of such acquisition if (A) the aggregate purchase price of such
acquisition or series of related acquisitions (including, without limitation,
all cash payments, Indebtedness and other obligations assumed, earn out
payments, seller financing, deferred payments or equity issued) exceeds
$2,000,000 or (B) the aggregate purchase price of all acquisitions (including,
without limitation, all cash payments, Indebtedness and other obligations
assumed, earn out payments, seller financing, deferred payments or equity
issued) consummated during the term of this Agreement (including, without
limitation, such acquisition) exceeds $10,000,000;

         (h) Investments in Proposed Loan Parties or Wholly-Owned Subsidiaries
of a Loan Party that join this Agreement and the other Loan Documents as a
Borrower or become Guarantors on or prior to the date of such Investment;

         (i) Investments constituting capital expenditures permitted under this
Agreement;

         (j) Investments in the R4 Technical Center; provided that any such
Investments made during the term of this Agreement shall not exceed $1,000,000
in the aggregate;

         (k) Investments existing on the date hereof and listed on Schedule
8.02;

         (l) Investments in any Swap Contract permitted pursuant to Section
8.03(e); and

         (m) other Investments (other than the additional Investments in the R4
Technical Center which is exclusively provided for under Section 8.02(j)) not
exceeding $1,000,000 in the aggregate in any Fiscal Year of the Borrower.

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



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<PAGE>

         (a) Indebtedness under the Loan Documents;

         (b) the Senior Subordinated Debt;

         (c) Indebtedness outstanding on the date hereof and listed on Schedule
8.03 and any refinancings, refundings, renewals or extensions thereof; provided
that (i) the amount of such Indebtedness is not increased at the time of such
refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder and (ii) any refinancing,
refunding, renewal or extension of any Subordinated Indebtedness shall be (A) on
subordination terms at least as favorable to the Lenders as the subordination
terms of the Subordinated Indebtedness being refinanced, refunded or extended,
(B) no more restrictive on the applicable Loan Party than the Subordinated
Indebtedness being refinanced, refunded, renewed or extended and (C) in an
amount not less than the amount outstanding at the time of such refinancing,
refunding, renewal or extension;

         (d) Guarantees of the Borrower or any Subsidiary in respect of
Indebtedness otherwise permitted hereunder;

         (e) 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;

         (f) Indebtedness in respect of capital leases, Synthetic Lease
Obligations and purchase money obligations for fixed or capital assets within
the limitations set forth in Section 8.01(i); provided, however, that the
aggregate amount of all such Indebtedness at any one time outstanding shall not
exceed $1,000,000;

         (g) Indebtedness assumed in connection with an acquisition permitted
pursuant to Section 8.02(f) and (g) on terms and conditions, including, without
limitation, all collateral security therefor, acceptable to the Administrative
Agent;

         (h) (i) unsecured Indebtedness in an aggregate principal amount not to
exceed $1,000,000 at any time outstanding and (ii) other Subordinated
Indebtedness in an aggregate outstanding principal amount not to exceed
$1,000,000; provided that, in each case, the Borrower shall have complied with
the requirements of Section 2.06(e);

         (i) Indebtedness of any Loan Party or a Subsidiary of a Loan Party to
another Loan Party so long as (i) after such transaction, the Person providing
the Indebtedness will be Solvent and (ii) no Default or Event of Default then
exists or will exist after such transaction;



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<PAGE>

         (j) Indebtedness of the Borrower or its Subsidiaries in respect of
performance bonds, bid bonds, appeal bonds, surety bonds and similar
obligations, in each case provided in the ordinary course of business;

         (k) Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business, provided that such Indebtedness is
extinguished within five (5) Business Days of its incurrence;

         (l) Indebtedness in respect of taxes, assessments, governmental charges
or levies, claims of customs authorities and claims for labor, worker's
compensation, materials and supplies to the extent that payment therefor shall
not at the time be required to be made in accordance with the provisions of
Section 7.04;

         (m) Indebtedness in respect of judgments or awards permitted under
Section 8.01(h); and

         (n) endorsements for collection, deposit or negotiation and warranties
of products or services, in each case incurred in the ordinary course of
business.

         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, except that, so long as no
Default exists or would result therefrom:

         (a) any Subsidiary may merge with (i) the Borrower, provided that the
Borrower shall be the continuing or surviving Person, or (ii) any one or more
other Subsidiaries, provided that when any Guarantor is merging with another
Subsidiary, the Guarantor shall be the continuing or surviving Person or the
survivor complies with all relevant requirements of Section 7.15 and becomes a
Guarantor;

         (b) any Subsidiary may Dispose of all or substantially all of its
assets (upon voluntary liquidation or otherwise) to the Borrower or to another
Subsidiary; provided that if the transferor in such a transaction is a
Guarantor, then the transferee must either be the Borrower or a Guarantor which
has satisfied all relevant requirements of Section 7.15;

         (c) any Subsidiary may merge with any other Person in connection with
any Permitted Acquisition, provided that the Subsidiary shall be the continuing
or surviving Person or the survivor complies with all relevant requirements of
Section 7.15 and becomes a Guarantor; and

         (d) the Borrower, its Subsidiaries and any Proposed Loan Parties may
consummate the Permitted Reorganization so long as the following conditions are
satisfied on or before the effective date of the Permitted Reorganization:

                  (i) the Borrower shall have delivered to the Administrative
Agent a written description of the Permitted Reorganization, including, without
limitation, an organizational



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<PAGE>

chart and list of each Loan Party and Proposed Loan Party after given effect to
the Permitted Reorganization;

                  (ii) after giving effect to the Permitted Reorganization, the
Loan Parties will be the same as the obligors under the Senior Subordinated
Debt; and

                  (iii) the Borrower shall have delivered to the Administrative
Agent the items set forth in Section 7.15 for each Proposed Loan Party which is
not a Loan Party prior to the Permitted Reorganization, including, without
limitation, legal opinions, UCC financing statements and such other documents as
are required to ensure the continued priority, perfection and enforceability of
the Loan Documents.

         8.05 DISPOSITIONS. Except for the Permitted Reorganization, make any
Disposition or enter into any agreement to make any Disposition, except:

         (a) Dispositions of obsolete or worn out property, whether now owned or
hereafter acquired, in the ordinary course of business;

         (b) Dispositions of Inventory in the ordinary course of business;

         (c) Dispositions of equipment or real property to the extent that (i)
such property is exchanged for credit against the purchase price of similar
replacement property or (ii) the proceeds of such Disposition are reasonably
promptly applied to the purchase price of such replacement property;

         (d) Dispositions of property by the Borrower or any Subsidiary to the
Borrower or to a Guarantor which has satisfied any relevant requirements of
Section 7.15; provided that if the transferor of such property is a Guarantor,
the transferee thereof must either be the Borrower or a Guarantor;

         (e) Dispositions permitted by Section 8.04;

         (f) The Non-Propane Products Divestiture; provided that both before and
after giving effect to such Disposition (i) no Default or Event of Default has
occurred and is continuing and (ii) the Borrower shall have demonstrated pro
forma compliance with the financial covenants set forth in Section 8.16 and with
the Borrowing Base;

         (g) Dispositions by the Borrower or any Subsidiary thereof, of assets
acquired in connection with any Permitted Acquisition that the Borrower or such
Subsidiary intended to sell at the time of such Permitted Acquisition; provided
(i) such assets were identified in writing to the Administrative Agent at the
time of such Permitted Acquisition and (ii) the aggregate fair market value of
such assets does not exceed fifteen percent (15%) of the aggregate purchase
price paid in connection with such Permitted Acquisition (including, without
limitation, all cash payments, Indebtedness and other obligations assumed,
earn-out payments, seller financing, deferred payments or equity issued) and
(iii) the Borrower shall have complied with the requirements of Section 2.06(e).



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<PAGE>

         (h) Dispositions by the Borrower and its Subsidiaries not otherwise
permitted under this Section 8.05; provided that (i) at the time of such
Disposition, no Default shall exist or would result from such Disposition, (ii)
the aggregate book value of all property Disposed of in reliance on this clause
(h) in any fiscal year shall not exceed $1,000,000, and (iii) the Borrower shall
have complied with the requirements of Section 2.06(e).

         provided, however, that any Disposition pursuant to clauses (a) through
(g) shall be for fair market value.

         8.06 RESTRICTED PAYMENTS. Except for the Permitted Reorganization,
declare or make, directly or indirectly, any Restricted Payment, or incur any
obligation (contingent or otherwise) to do so, except that as long as no Default
or Event of Default is continuing or would result therefrom:

         (a) each Subsidiary may make Restricted Payments to the Borrower and to
a Guarantor (and, in the case of a Restricted Payment by a non-Wholly-Owned
Subsidiary, to the Borrower and any Subsidiary and to each other owner of
capital stock or other equity interests of such Subsidiary on a pro rata basis
based on their relative ownership interests); and

         (b) the Borrower and each Subsidiary may declare and make dividend
payments or other distributions payable solely in the common stock or other
common equity interests of such Person.

         Notwithstanding anything in this Section 8.06 to the contrary, (i) the
Borrower may redeem or repurchase its common stock from officers, employees and
directors of any Loan Party (or their estates) upon the termination of
employment of any such Person or from service providers pursuant to equity
incentive agreement or arrangements upon termination of their services to the
Borrower pursuant to agreements entered into to evidence grants or awards or
other compensation under any stock option plan, stock purchase plan, management
incentive plan, consulting agreement or other contract or arrangement approved
by the Board of Directors of the Borrower; provided than (A) no Default or Event
of Default is then in existence or would otherwise arise therefrom, and (B) the
aggregate amount of all cash paid in respect of all such shares so redeemed or
repurchased does not exceed $1,000,000 in any Fiscal Year of the Borrower or
$3,000,000 in the aggregate during the term of this Agreement, and (ii) so long
as no Default or Event of Default is then in existence or would otherwise arise
therefrom, the Loan Parties may make cash Restricted Payments to the Borrower,
if the Borrower promptly uses such proceeds for the purposes described in clause
(i) above.

         8.07 LIMITATIONS ON EXCHANGE AND ISSUANCE OF CAPITAL STOCK. Except for
the Permitted Reorganization, issue, sell or otherwise dispose of any class or
series of capital stock that, by its terms or by the terms of any security into
which it is convertible or exchangeable, is, or upon the happening of an event
or passage of time would be, (a) convertible or exchangeable into Indebtedness
or (b) required to be redeemed or repurchased, including at the option of the
holder, in whole or in part, or has, or upon the happening of an event or
passage of time would have, a redemption or similar payment due.



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<PAGE>

         8.08 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 date hereof or any business substantially
related or incidental thereto, including, without limitation, the distribution
and sale of propane fueled products of any type.

         8.09 ACCOUNTING CHANGES; ORGANIZATIONAL DOCUMENTS. (a) Except pursuant
to a Permitted Reorganization, change its Fiscal Year end, or make any change in
its accounting treatment and reporting practices except as required or permitted
by GAAP or (b) amend, modify or change its Organization Documents in any manner
directly and materially adverse to the rights or interests of the Lenders.

         8.10 TRANSACTIONS WITH AFFILIATES. Except as set forth on Schedule
8.10, enter into any transaction of any kind with any Affiliate of the Borrower,
whether or not in the ordinary course of business, other than on fair and
reasonable terms substantially as favorable to the Borrower or such Subsidiary
as would be obtainable by the Borrower or such Subsidiary at the time in a
comparable arm's length transaction with a Person other than an Affiliate;
provided that the foregoing restriction shall not apply to transactions between
or among the Borrower and any of its Wholly-Owned Subsidiaries or between and
among any Wholly-Owned Subsidiaries.

         8.11 BURDENSOME AGREEMENTS. Enter into any material Contractual
Obligation (other than this Agreement or any other Loan Document) that (a)
directly and materially restricts the ability (i) of any Subsidiary to make
Restricted Payments to the Borrower or any Guarantor or to otherwise transfer
property to the Borrower or any Guarantor, (ii) of any Subsidiary to Guarantee
the Indebtedness of the Borrower under the Loan Documents or (iii) of the
Borrower or any Subsidiary to grant Liens on property of such Person under the
Loan Documents; provided, however, that this clause (iii) shall not prohibit any
negative pledge incurred or provided in favor of any holder of Indebtedness
permitted under Section 8.03(f) solely to the extent any such negative pledge
relates to the property financed by or the subject of such Indebtedness; (b)
contains covenants more restrictive than the provisions of Articles VII and
VIII; or (c) requires the grant of a Lien to secure an obligation of such Person
if a Lien is granted to secure another obligation of such Person.

         8.12 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.

         8.13 IMPAIRMENT OF SECURITY INTERESTS. Take or omit to take any action,
which might or would have the result of materially impairing the security
interests in favor of the Administrative Agent with respect to the Collateral or
grant to any Person (other than the Administrative Agent for the benefit of
itself and the Lenders pursuant to the Security Documents) any interest
whatsoever in the Collateral, except for Liens permitted under Section 8.01 and
Dispositions permitted under Section 8.05.



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         8.14 AMENDMENTS, PAYMENTS AND PREPAYMENTS OF SUBORDINATED INDEBTEDNESS.

         (a) Amend or modify (or permit the modification or amendment of) any of
the terms or provisions of any documents or agreements evidencing

                  (i) the Senior Subordinated Debt (including, without
limitation, the Senior Subordinated Debt Documents) which such amendment or
modification would have the effect of (A) increasing the maximum principal
amount of the Senior Subordinated Debt or the rate of interest on any of the
Senior Subordinated Debt, (B) change any date upon which payments of principal
or interest on the Senior Subordinated Debt is due to an earlier date, (C) add
or make more restrictive any event of default or any covenant with respect to
the Senior Subordinated Debt other than as provided in this Agreement or as
currently provided in the Senior Subordinated Debt Documents, (D) change any
redemption or prepayment provisions of the Senior Subordinated Debt to an
earlier date or add any additional events requiring such redemption or
prepayment, (E) alter the subordination provision with respect to the Senior
Subordinated Debt, including, without limitation, subordinating the Senior
Subordinated Debt to any other Indebtedness, (F) take any Liens or security
interest in assets of any Loan Party or any other assets securing the
Obligations, (G) change or amend any other term of the Senior Subordinated Debt
Documents if such change or amendment would result in a Default or Event of
Default or (H) permit the exercise of the put rights of holder under Section 3.2
of the Investor Rights Agreement dated as of June 15, 2001 between the Borrower
and Allied Capital Corporation prior to the fifth anniversary of the date
thereof, in each case, without the consent of the Administrative Agent and the
Required Lenders, or

                  (ii) any other Subordinated Indebtedness in any manner which
would result in any such terms or provisions being more restrictive to the
Borrower or any Subsidiary, as determined by the Administrative Agent in its
reasonable judgment other than as provided in this Agreement or as currently
provided in the Senior Subordinated Debt Documents; or

         (b) Purchase, redeem, retire or otherwise acquire for value, or set
apart any money for a sinking, defeasance or other analogous fund for, the
purchase, redemption, retirement or other acquisition of, or make any voluntary
payment or prepayment of the principal of or interest on, or any other amount
owing in respect of any Subordinated Indebtedness, except for (i) regularly
scheduled payments of interest in respect thereof required pursuant to the
instruments evidencing such Subordinated Indebtedness, (ii) prepayments,
redemption or acquisition for value of the Senior Subordinated Debt permitted
pursuant to Section 2.06(e) and (iii) other prepayments, redemption or
acquisition for value of the Senior Subordinated Debt; provided that, for
purposes of clause (iii), both before and after giving effect to such
prepayment, redemption or acquisition for value (A) no Default or Event of
Default has occurred and is continuing, and (B) the Borrower shall have
demonstrated pro forma compliance with the financial covenants set forth in
Section 8.15 and with the Borrowing Base.

         8.15 FINANCIAL COVENANTS.

         (a) Consolidated Net Worth. Permit Consolidated Net Worth as of the end
of any Fiscal Quarter to be less than the sum of (a) $70,000,000, plus (b) an
amount equal to 75% of the



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Consolidated Net Income earned in each full Fiscal Quarter ending after July 31,
2002 (with no deduction for a net loss in any such Fiscal Quarter), plus (c) an
amount equal to 100% of the aggregate increases in Shareholders' Equity of the
Borrower and its Subsidiaries after the date hereof by reason of the issuance
and sale of capital stock or other equity interests of the Borrower or any
Subsidiary (other than issuances to the Borrower or a wholly-owned Subsidiary),
including upon any conversion of debt securities of the Borrower into such
capital stock or other equity interests, minus (d) the total amount of goodwill
write-off from the dissolution or winding up of QuickShip, Inc., in an amount
not to exceed $7,000,000.

         (b) Consolidated Total Leverage Ratio. As of any Fiscal Quarter end
during any period set forth below, permit the Consolidated Total Leverage Ratio
for the four consecutive Fiscal Quarter period ending on such date to be greater
than the corresponding ratio set forth below:

                                                            Maximum Consolidated
        Four Fiscal Quarters Ending                         Total Leverage Ratio
        ------------------------------------------------------------------------
        Closing Date through April 30, 2003                       2.50 to 1.00
        July 31, 2003 and each Fiscal Quarter thereafter          2.00 to 1.00

         (c) Consolidated Senior Leverage Ratio. As of any Fiscal Quarter end,
permit the Consolidated Senior Leverage Ratio for the four consecutive Fiscal
Quarter period ending on such date to be greater than 2.00 to 1.00.

         (d) Consolidated Fixed Charge Coverage Ratio. As of any Fiscal Quarter
end, permit the Consolidated Fixed Charge Coverage Ratio for the four
consecutive Fiscal Quarter period ending on such date to be less than 1.25 to
1.00.

                                  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 or
any L/C Obligation, or (ii) within three (3) days after the same becomes due,
any interest on any Loan or on any L/C Obligation, 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 7.01, Section 7.02(a),
(b) or (c), Section 7.03, Section 7.05, Section 7.10, Section 7.11 or Section
7.13 or Article VIII; or

         (c) Other Defaults. Any Loan Party fails to perform or observe any
other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days after the earlier to occur



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of (i) obtaining knowledge thereof by any Loan Party and (ii) written notice
thereof to the Borrower by the Administrative Agent; or

         (d) 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, any other Loan Document, or in any
document delivered in connection herewith or therewith that is subject to
materiality or Material Adverse Effect qualifications, shall be incorrect or
misleading in any respect when made or deemed made or 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, any other Loan Document, or in
any document delivered in connection herewith or therewith that is not subject
to materiality or Material Adverse Effect qualifications, shall be incorrect or
misleading in any material respect when made or deemed made; or

         (e) 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 material agreement or condition relating to any such Indebtedness
or 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

                  (iii) The Borrower or any of its Subsidiaries shall default in
the payment when due, or in the performance or observance, of any obligation or
condition of any Contractual Obligation the result of which could reasonably be
expected to have a Material Adverse Effect, unless, but only as long as, the
existence of any such default is being contested by the Borrower or any such
Subsidiary in good faith by appropriate proceedings and adequate reserves in
respect



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<PAGE>

thereof have been established on the books of the Borrower or such Subsidiary to
the extent required by GAAP; or

         (f) 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 60 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 60 calendar days, or an order for relief is entered
in any such proceeding; or

         (g) 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 30 days after its issue or levy; or

         (h) Judgments. There is entered against the Borrower or any Subsidiary
(i) a final judgment or order 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), 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 30 consecutive days
during which a stay of enforcement of such judgment, by reason of a pending
appeal or otherwise, is not in effect; or

         (i) Environmental. The Borrower or any of its Subsidiaries shall be
subject to Environmental Liability and such liability is reasonably likely,
individually or in the aggregate, to have a Material Adverse Effect.

         (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 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 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;



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<PAGE>

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 with respect
to the Borrower.

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

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

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

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

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

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

         9.03 APPLICATION OF FUNDS. After the exercise of remedies provided for
in Section 9.02 (or after the Loans have automatically become immediately due
and payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in 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 IV) 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



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Costs and amounts payable under Article IV), ratably among them in proportion to
the amounts described in this clause Second payable to them;

         Third, to payment of that portion of the Obligations constituting
accrued and unpaid interest on the Loans and L/C Borrowings and any termination
payments due in respect of a Swap Contract with any Lender or the Administrative
Agent, ratably among the Lenders in proportion to the respective amounts
described in this clause Third payable to them;

         Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders in
proportion to the respective amounts described in this clause Fourth held by
them;

         Fifth, to the Administrative Agent for the account of the L/C Issuer,
to Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit; and

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

Subject to Section 2.04(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

                                   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 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.



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         (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.

         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 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 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



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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. 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. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent herein,



                                       85
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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 for, 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 Aggregate 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 were not
the Administrative Agent or the 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 30 days' notice to the Lenders; provided
that any such resignation by Bank of America shall also constitute its
resignation as 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 successor
administrative agent shall be consented to by the Borrower at all times other
than during the



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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
and Swing Line Lender and the respective terms "Administrative Agent", "L/C
Issuer" and "Swing Line Lender" shall mean such successor administrative agent
and Letter of Credit issuer and Swing Line Lender, the retiring Administrative
Agent's appointment, powers and duties as Administrative Agent shall be
terminated and the retiring L/C Issuer's and Swing Line Lender's rights, powers
and duties as such shall be terminated, without any other or further act or deed
on the part of such retiring L/C Issuer or Swing Line Lender or any other
Lender, other than the obligation of the successor L/C Issuer to issue letters
of credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or to make other arrangements satisfactory to the
retiring L/C Issuer to effectively assume the obligations of the retiring L/C
Issuer with respect-to such Letters of Credit. After any retiring Administrative
Agent's resignation hereunder as Administrative Agent, the provisions of this
Article X and Section 11.04 and Section 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 which is 30 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 or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower)
shall be entitled and empowered, by intervention in such proceeding or otherwise

         (a) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans, L/C Obligations and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders 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 Section 2.04(i) and Section 2.04(i), Section
3.02 and Section 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;



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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 Section 3.02 and Section 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 property granted to or held by the
Administrative Agent under any Loan Document (i) upon termination of the
Aggregate Commitments and payment in full of all Obligations (other than
contingent indemnification obligations) and the expiration or termination of all
Letters of Credit, (ii) that is sold or to be sold as part of or in connection
with any sale permitted hereunder or under any other Loan Document, or (iii)
subject to Section 11.01, if approved, authorized or ratified in writing by the
Required Lenders;

         (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
Agreement 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 Agreement pursuant
to this Section 10.11.

                                   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:



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         (a) waive any condition set forth in Section 5.01(a) without the
written consent of each Lender;

         (b) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 9.02) without the written consent of
such Lender;

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

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

         (e) change Section 3.06 or Section 9.03 in a manner that would alter
the pro rata sharing of payments required thereby without the written consent of
each Lender;

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

         (g) release any Guarantor from the Guaranty Agreement or all or a
material portion of the Collateral or release any Security Document (other than
asset sales permitted pursuant to Section 8.05 and as otherwise specifically
permitted or contemplated in this Agreement or the applicable Security Document)
without the written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or 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 Swing Line Lender in addition to the Lenders required above, affect the
rights or duties of the Swing Line Lender under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other.
Loan Document; and (iv) 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



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be increased or extended without the consent of such Lender.

         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 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 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 and the Swing Line
Lender.

         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 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.



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         (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
understood by the recipient, varied from any confirmation thereof. The Borrower
shall indemnify each Agent-Related Person and each Lender for, from and against
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 costs and expenses incurred in
connection with the development, preparation, negotiation, execution, filing,
recording and insurance 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 (b) to pay or
reimburse the Administrative Agent and each Lender for all 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 ten Business Days after demand therefor.
The agreements in this Section shall survive the termination of the Aggregate
Commitments and repayment of all other Obligations.

         11.05 INDEMNIFICATION BY THE BORROWER. Whether or not the transactions
contemplated hereby are consummated, the Borrower shall indemnify and hold
harmless each Agent-Related Person, each Lender and their respective Affiliates,
directors, officers, employees, counsel, agents and attorneys-in-fact
(collectively the "Indemnitees") for, from and against any and all liabilities,
obligations, losses, damages, penalties, claims, demands, actions, judgments,
suits, costs, expenses and disbursements (including Attorney Costs) of any kind
or nature



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<PAGE>

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 or Letter of Credit
or the use or proposed use of the proceeds therefrom (including any refusal by
the L/C Issuer to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with
the terms of such Letter of Credit), (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"), in all cases, whether
or not caused by or arising, in whole or in part, out of the negligence of the
Indemnitee; 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 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. 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 ten Business Days after demand therefor.
The agreements in this Section shall survive the resignation of the
Administrative Agent, the replacement of any Lender, the termination of the
Aggregate 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 the Borrower 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.



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<PAGE>

         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, (iii) by way
of pledge or assignment of a security interest subject to the restrictions of
subsection (f) of this Section 11.07 (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 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 unless each of the Administrative Agent and, so long as
no Event of Default has occurred and is continuing, the Borrower otherwise
consents (each such consent not to be unreasonably withheld or delayed); (ii)
each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lender's rights and obligations under this Agreement with
respect to the Loans or the Commitment assigned, except that this clause (ii)
shall not apply to rights in respect of Swing Line Loans; (iii) any assignment
of a Commitment must be approved by the Administrative Agent, the L/C Issuer and
the Swing Line Lender unless the Person that is the proposed assignee is itself
a Lender (whether or not the proposed assignee would otherwise qualify as an
Eligible Assignee); and (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. 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



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to be entitled to the benefits of Section 4.01, Section 4.04, Section 4.05,
Section 11.04 and Section 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 and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by 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 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 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 Section 4.01, Section 4.04 and Section 4.05 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 3.06 as though
it were a Lender.

         (e) A Participant shall not be entitled to receive any greater payment
under Section 4.01 or 4.04 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 4.01 unless the Borrower
is



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<PAGE>

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 Note,
if any) to secure obligations of such Lender, including any pledge or assignment
to secure obligations to a Federal Reserve Bank without the consent of either
the Borrower or the Administrative Agent; 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 or 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 30 days' notice to the
Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days' notice
to the Borrower, resign as Swing Line Lender. In the event of any such
resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled
to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender
hereunder; provided, however, that no failure by the Borrower to appoint any
such successor shall affect the resignation of Bank of America as L/C Issuer or
Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer,
it shall retain all the rights and obligations of the L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Revolving Credit Loans
bearing interest at the Base Rate or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.04(c)). If Bank of America resigns as Swing Line
Lender, it shall retain all the rights of the Swing Line Lender provided for
hereunder with respect to Swing Line Loans made by it and outstanding as of the
effective date of such resignation, including the right to require the Lenders
to make Revolving Credit Loans or fund risk participations in outstanding Swing
Line Loans pursuant to Section 2.05(c).



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<PAGE>

         11.08 CONFIDENTIALITY. Each of the Administrative Agent and the Lenders
agrees 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); (b) to the extent requested
by any regulatory authority; (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) 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 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. 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 any Loan Party relating to any
Loan Party 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; provided that, in the case of information received
from a Loan Party after the date hereof, such information is clearly identified
in writing at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information of a
similar type.

         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 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


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Lender agrees promptly to notify the Borrower and the Administrative Agent after
any such setoff 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, 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 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


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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 Code (a "Foreign
Lender") shall deliver to the Administrative Agent, prior to receipt of any
payment subject to withholding under the 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 881(c) of the 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, 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) ach 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 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.



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         (iii) The Borrower shall not be required to pay any additional amount
to any Foreign Lender under Section 4.01 (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
4.01 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 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 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 expenses (including
Attorney Costs) of the Administrative Agent. The obligation of the Lenders under
this Section shall survive the termination of the Aggregate Commitments,
repayment of all other Obligations hereunder and the resignation of the
Administrative Agent.

         11.16 GOVERNING LAW.

         (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NORTH CAROLINA APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE
AGENT AND EACH LENDER 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 NORTH
CAROLINA SITTING IN CHARLOTTE OR OF THE



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UNITED STATES FOR THE WESTERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH
LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH
LENDER 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. THE
BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER 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.

         11.17 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 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.

                            [Signature Pages Follow]


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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                       BLUE RHINO CORPORATION


                                       By:  /s/ Mark Castaneda
                                       -----------------------------------------
                                       Name:  Mark Castaneda
                                       Title: Executive Vice President and Chief
                                              Financial Officer



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                              BANK OF AMERICA, N.A.,
                              as Administrative Agent

                              By:  /s/ Michael Brashler
                                   --------------------
                              Name:    Michael Brashler
                              Title:   Vice President and Senior Agency Officer



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

                                           By:  /s/ J. Thomas Johnson, Jr.
                                           -------------------------------
                                           Name:    J. Thomas Johnson, Jr.
                                           Title:   Senior Vice President



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                                           WACHOVIA BANK, NATIONAL ASSOCIATION,
                                           as a Lender

                                           By:  /s/ Mark Evans
                                                --------------
                                           Name:    Mark Evans
                                           Title:   Senior Vice President



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                                                     SUNTRUST BANK, as a Lender

                                                     By:  /s/ C. Gray Key
                                                          ---------------
                                                     Name:    C. Gray Key
                                                     Title:   Director



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                                                   RBC CENTURA BANK, as a Lender


                                                   By:  /s/ Michael H. Trainor
                                                        ----------------------
                                                   Name:    Michael H. Trainor
                                                   Title:   Vice President



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                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as a Lender


                                          By:  /s/ Amy B. Yore
                                               ---------------
                                          Name:    Amy B. Yore
                                          Title:   Commercial Banking Officer



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