[CONFORMED COPY]


                                U.S. $60,000,000


                     AMENDED AND RESTATED CREDIT AGREEMENT,


                          dated as of March 17, 1999,

                 (amending and restating the Credit Agreement,
               dated as of September 30, 1996, and amended as of
                    November 21, 1996 and February 20, 1998)

                                     among


                         BRAND SCAFFOLD SERVICES, INC.,
                                as the Borrower,


                        VARIOUS FINANCIAL INSTITUTIONS,
                                as the Lenders,


                           DLJ CAPITAL FUNDING, INC.,
                   as the Syndication Agent for the Lenders,

                                      and

             BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION,
as Swing Line Lender, the Issuer and the Administrative Agent for the Lenders.


                                  ARRANGED BY

              DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
                                      and
                              BA SECURITIES, INC.

<PAGE>



                                TABLE OF CONTENTS

Section                                                                    Page
-------                                                                    ----

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

   1.1.      Defined Terms....................................................3
   1.2.      Use of Defined Terms............................................35
   1.3.      Cross-References................................................35
   1.4.      Accounting and Financial Determinations.........................35

                                   ARTICLE II

                 COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES,
                           NOTES AND LETTERS OF CREDIT

   2.1.      Commitments.....................................................36
   2.1.1.    Term Loan Commitments...........................................36
   2.1.2.    Revolving Loan Commitment and Swing Line Loan Commitment........37
   2.1.3.    Letter of Credit Commitment.....................................38
   2.1.4.    Lenders Not Permitted or Required To Make the Loans.............38
   2.1.5.    Issuer Not Permitted or Required to Issue Letters of Credit.....39
   2.2.      Reduction of the Commitment Amounts.............................39
   2.2.1.    Optional........................................................39
   2.2.2.    Mandatory.......................................................39
   2.3.      Borrowing Procedures and Funding Maintenance....................40
   2.3.1.    Term Loans and Revolving Loans..................................40
   2.3.2.    Swing Line Loans................................................40
   2.4.      Continuation and Conversion Elections...........................42
   2.5.      Funding.........................................................42
   2.6.      Issuance Procedures.............................................43
   2.6.1.    Other Lenders' Participation....................................43
   2.6.2.    Disbursements; Conversion to Revolving Loans....................44
   2.6.3.    Reimbursement...................................................44
   2.6.4.    Deemed Disbursements............................................45
   2.6.5.    Nature of Reimbursement Obligations.............................45
   2.7.      Notes...........................................................46
   2.8.      Registered Notes................................................46


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Section                                                                    Page
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                                   ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

   3.1.      Repayments and Prepayments; Application.........................47
   3.1.1.    Repayments and Prepayments......................................47
   3.1.2.    Application.....................................................51
   3.2.      Interest Provisions.............................................52
   3.2.1.    Rates...........................................................52
   3.2.2.    Post-Maturity Rates.............................................52
   3.2.3.    Payment Dates...................................................53
   3.3.      Fees............................................................53
   3.3.1.    Commitment Fee..................................................53
   3.3.2.    Agents' and Arrangers' Fees.....................................54
   3.3.3.    Letter of Credit Fee............................................54

                                   ARTICLE IV

                     CERTAIN LIBO RATE AND OTHER PROVISIONS

   4.1.      LIBO Rate Lending Unlawful......................................54
   4.2.      Deposits Unavailable............................................55
   4.3.      Increased LIBO Rate Loan Costs, etc.............................55
   4.4.      Funding Losses..................................................55
   4.5.      Increased Capital Costs.........................................56
   4.6.      Taxes...........................................................56
   4.7.      Payments, Computations, etc.....................................58
   4.8.      Sharing of Payments.............................................59
   4.9.      Setoff..........................................................60
   4.10.     Mitigation......................................................60
   4.11.     Replacement of Lenders..........................................60

                                    ARTICLE V

                            CONDITIONS TO RESTATEMENT
                       EFFECTIVENESS AND CREDIT EXTENSIONS

   5.1.      Effectiveness...................................................61
   5.1.1.    Execution of Counterparts.......................................61
   5.1.2.    Affirmation and Consent.........................................61

                                      -ii-



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Section                                                                    Page
-------                                                                    ----

   5.1.3.    Borrowing Base Certificate......................................61
   5.1.4.    Payment of Fees and Expenses....................................61
   5.2.      All Credit Extensions...........................................61
   5.2.1.    Compliance with Warranties, No Default, etc.....................62
   5.2.2.    Credit Extension Request........................................62
   5.3.2.    Delivery of Notes...............................................62
   5.3.3.    Additional Term-B Loan Commitment Addendum......................63
   5.3.4.    Opinion of Counsel..............................................63

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

   6.1.      Organization, etc...............................................63
   6.2.      Due Authorization, Non-Contravention, etc.......................63
   6.3.      Government Approval, Regulation, etc............................64
   6.4.      Validity, etc...................................................64
   6.5.      Financial Information...........................................65
   6.6.      No Material Adverse Change......................................65
   6.7.      Litigation, Labor Controversies, etc............................65
   6.8.      Subsidiaries....................................................65
   6.9.      Ownership of Properties.........................................65
   6.10.     Taxes...........................................................66
   6.11.     Pension and Welfare Plans.......................................66
   6.12.     Environmental Warranties........................................66
   6.13.     Regulations U and X.............................................67
   6.14.     Accuracy of Information.........................................67
   6.15.     Solvency........................................................68
   6.16.     Senior Notes....................................................68
   6.17.     Year 2000.......................................................69

                                   ARTICLE VII

                                    COVENANTS

   7.1.      Affirmative Covenants...........................................69
   7.1.1.    Financial Information, Reports, Notices, etc....................69
   7.1.2.    Compliance with Laws, etc.......................................71
   7.1.3.    Maintenance of Properties.......................................72
   7.1.4.    Insurance.......................................................72
   7.1.5.    Books and Records...............................................72

                                      -iii-



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Section                                                                    Page
-------                                                                    ----

   7.1.6.    Environmental Covenant..........................................72
   7.1.7.    Future Subsidiaries.............................................73
   7.1.8.    Future Leased Property and Future Acquisitions of Real
               Property; Future Acquisition of Other Property................74
   7.1.9.    Use of Proceeds, etc............................................75
   7.1.10.   [Intentionally Omitted].........................................75
   7.1.11.   Borrower Pledge Agreement.......................................75
   7.1.12.   Year 2000.......................................................75
   7.2.      Negative Covenants..............................................75
   7.2.1.    Business Activities.............................................76
   7.2.2.    Indebtedness....................................................76
   7.2.3.    Liens...........................................................77
   7.2.4.    Financial Condition.............................................78
   7.2.5.    Investments.....................................................79
   7.2.6.    Restricted Payments, etc........................................81
   7.2.7.    Capital Expenditures, etc.......................................83
   7.2.8.    Consolidation, Merger, etc......................................83
   7.2.9.    Asset Dispositions, etc.........................................84
   7.2.10.   Modification of Certain Agreements..............................85
   7.2.11.   Transactions with Affiliates....................................85
   7.2.12.   Negative Pledges, Restrictive Agreements, etc...................85
   7.2.13.   Stock of Subsidiaries...........................................86
   7.2.14.   Sale and Leaseback..............................................86

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

   8.1.      Listing of Events of Default....................................86
   8.1.1.    Non-Payment of Obligations......................................86
   8.1.2.    Breach of Warranty..............................................86
   8.1.3.    Non-Performance of Certain Covenants and Obligations............86
   8.1.4.    Non-Performance of Other Covenants and Obligations..............86
   8.1.5.    Default on Other Indebtedness...................................87
   8.1.6.    Judgments.......................................................87
   8.1.7.    Pension Plans...................................................87
   8.1.8.    Change in Control...............................................87
   8.1.9.    Bankruptcy, Insolvency, etc.....................................87
   8.1.10.   Impairment of Security, etc.....................................88
   8.1.11.   Seller Note Redemption..........................................89
   8.2.      Action if Bankruptcy, etc.......................................89

                                      -iv-



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Section                                                                    Page
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   8.3.      Action if Other Event of Default................................89

                                   ARTICLE IX

                                   THE AGENTS

   9.1.      Actions.........................................................89
   9.2.      Funding Reliance, etc...........................................90
   9.3.      Exculpation.....................................................91
   9.4.      Successor.......................................................91
   9.5.      Credit Extensions by each Agent.................................92
   9.6.      Credit Decisions................................................92
   9.7.      Copies, etc.....................................................92
   9.8.      The Syndication Agent, the Administrative Agent
               and the Issuer................................................92

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

   10.1.     Waivers, Amendments, etc........................................93
   10.2.     Notices.........................................................94
   10.3.     Payment of Costs and Expenses...................................94
   10.4.     Indemnification.................................................95
   10.5.     Survival........................................................96
   10.6.     Severability....................................................97
   10.7.     Headings........................................................97
   10.8.     Execution in Counterparts.......................................97
   10.9.     Governing Law; Entire Agreement.................................97
   10.10.    Successors and Assigns..........................................97
   10.11.    Sale and Transfer of Loans and Notes; Participations
               in Loans and Notes............................................97
   10.11.1.  Assignments.....................................................98
   10.11.2.  Participations.................................................100
   10.11.3.  Assignment of Registered Notes.................................101
   10.12.    Other Transactions.............................................101
   10.13.    Forum Selection and Consent to Jurisdiction....................101
   10.14.    Waiver of Jury Trial...........................................102
   10.15.    Confidentiality................................................102


                                       -v-



<PAGE>



SCHEDULE I       -    Disclosure Schedule
SCHEDULE II      -    Lender's Percentages
SCHEDULE III     -    Lender's Notice Information

EXHIBIT A-1      -    Form of Revolving Note
EXHIBIT A-2      -    Form of Term-A Note
EXHIBIT A-3      -    Form of Term-B Note
EXHIBIT A-4      -    Form of Swing Line Note
EXHIBIT A-5      -    Form of Registered Note
EXHIBIT B-1      -    Form of Borrowing Request
EXHIBIT B-2      -    Form of Issuance Request
EXHIBIT B-3      -    Form of Borrowing Base Certificate
EXHIBIT C        -    Form of Continuation/Conversion Notice
EXHIBIT D        -    [Intentionally Omitted]
EXHIBIT E        -    Form of Compliance Certificate
EXHIBIT F-1      -    Form of Borrower Security Agreement
EXHIBIT F-2      -    Form of Subsidiary Security Agreement
EXHIBIT G-1      -    Form of Holdco Pledge Agreement
EXHIBIT G-2      -    Form of Borrower Pledge Agreement
EXHIBIT G-3      -    Form of Subsidiary Pledge Agreement
EXHIBIT H        -    Form of Subsidiary Guaranty
EXHIBIT I        -    Form of Perfection Certificate
EXHIBIT J        -    Form of Lender Assignment Agreement
EXHIBIT K        -    [Intentionally Omitted]
EXHIBIT L        -    Form of Seller Note
EXHIBIT M        -    Form of Assumption Agreement
EXHIBIT N        -    Form of Affirmation and Consent

                                      -vi-



<PAGE>



                      AMENDED AND RESTATED CREDIT AGREEMENT


         THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 17, 1999,
amending and restating the Credit Agreement (as defined below), is among Brand
Scaffold Services, Inc., a Delaware corporation (the "Borrower"), the various
financial institutions as are or may become parties hereto (collectively, the
"Lenders"), DLJ CAPITAL FUNDING, INC. ("DLJ"), as syndication agent (the
"Syndication Agent") for the Lenders, and BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION ("BofA"), as Swing Line Lender, letter of credit issuer (the
"Issuer") and as administrative agent (the "Administrative Agent") for the
Lenders (the Syndication Agent and the Administrative Agent are sometimes
referred to herein as the "Agents").


                              W I T N E S S E T H:

         WHEREAS, the Borrower is a wholly-owned Subsidiary (such capitalized
term, and other terms used herein, to have the meanings provided in Section 1.1)
of DLJ Brand Holdings, Inc., a Delaware corporation ("Holdco");

         WHEREAS, DLJ Merchant Banking Partners, L.P., DLJ International
Partners, C.V., DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding, Inc.
and Carlisle-Brand Investors, L.P. (collectively, the "Purchasers") acquired
(the "Acquisition") an 80.1% beneficial common equity interest in Rust Scaffold
Services Inc., a Delaware corporation ("Rust"), from Rust Industrial Services,
Inc., a Delaware corporation (the "Seller"), with the Seller retaining a 19.9%
beneficial common equity interest in Rust, through a merger (the "Merger") of
Rust with and into the Borrower (with the Borrower being the surviving
corporation of the Merger);

         WHEREAS, in connection with the Acquisition and the Merger and,
pursuant to the Acquisition Documents, on the Closing Date (i) the Borrower
issued to the Purchasers 80.1% of the Borrower's Preferred Stock for gross cash
proceeds of not less than $20,025,000 (the "Preferred Stock Sale") and (ii)
Holdco issued to the Purchasers and their affiliates 80.1% of the common stock
of Holdco for gross cash proceeds of not less than $10,012,500, which cash
proceeds were contributed by Holdco to the Borrower (collectively, the "Equity
Issuance and Contribution");

         WHEREAS, in connection with the Merger, and as a portion of the merger
consideration paid to the Seller on the Closing Date, (i) Holdco issued to the
Seller 19.9% of Holdco's common stock (valued at no less than $2,487,500), (ii)
the Borrower issued to the Seller 19.9% of the Borrower's Preferred Stock
(valued at no less than $4,975,000) and (iii) the Borrower issued to the Seller
a subordinated note (the "Seller Note") in the original




<PAGE>



aggregate principal amount of $14,500,000 (with the Borrower's obligations under
and in respect of the Seller Note being assumed by Holdco and the Borrower
thereupon being released from all such obligations);

         WHEREAS, in connection with the Acquisition and to provide for the
ongoing working capital and general corporate needs of the Borrower and its
Subsidiaries, the Borrower, the various financial institutions (the "Original
Lenders") parties thereto on the Closing Date, the Syndication Agent and the
Administrative Agent entered into the Credit Agreement, dated as of September
30, 1996 (as heretofore modified and supplemented and in effect from time to
time, the "Credit Agreement") pursuant to which the Original Lenders provided to
the Borrower on the terms and conditions set forth therein

                  (a) term loans (the "Term-A Loans", the "Original Term-B
         Loans" and the "Term-C Loans") made on the Closing Date in an original
         principal amount of $60,000,000 (in the case of Term-A Loans),
         $60,000,000 (in the case of Original Term-B Loans) and $40,000,000 (in
         the case of Term-C Loans);

                  (b) a Revolving Loan Commitment (including availability for
         Letters of Credit) pursuant to which Borrowings of Revolving Loans, in
         a maximum aggregate principal amount (together with all Letter of
         Credit Outstandings) not to exceed $30,000,000 could be made to the
         Borrower from time to time on and subsequent to the Closing Date but
         prior to the Revolving Loan Commitment Termination Date;

                  (c) a Letter of Credit Commitment pursuant to which the Issuer
         would issue, pursuant to the terms and conditions of the Credit
         Agreement, Letters of Credit from time to time on and subsequent to the
         Closing Date but prior to the Revolving Loan Commitment Termination
         Date in a maximum aggregate Stated Amount at any one time outstanding
         not to exceed $15,000,000 (provided, that the aggregate outstanding
         principal amount of Revolving Loans and Letter of Credit Outstandings
         at any time could not exceed the then existing Revolving Loan
         Commitment Amount);

         WHEREAS, the Borrower subsequently applied Net Debt Proceeds from the
issuance of its Senior Notes to prepay in full all Original Term-B Loans and
Term-C Loans outstanding on the Second Amendment Effective Date as well as a
portion of the then aggregate outstanding principal amount of Term-A Loans;

         WHEREAS, in order to provide for the ongoing working capital and
general corporate needs of the Borrower and its Subsidiaries, the Borrower
desires to amend and restate in its entirety the Credit Agreement to, among
other things,

                  (a) permit the Borrower to obtain from certain of the Lenders
         and/or other financial institutions not presently a party to this
         Agreement that are satisfactory to the

                                       -2-



<PAGE>



         Agents and the Issuer the ability to request an Additional Term-B Loan
         Commitment pursuant to which a single Borrowing of Additional Term-B
         Loans in a maximum aggregate principal amount not to exceed $30,000,000
         may be made to the Borrower subsequent to the Restatement Effective
         Date; and

                  (b) obtain from certain of the Lenders a Swing Line Loan
         Commitment pursuant to which Borrowings of Swing Line Loans in an
         aggregate outstanding principal amount not to exceed $5,000,000 will be
         made on and subsequent to the Restatement Effective Date but prior to
         the Revolving Loan Commitment Termination Date (provided, that the
         aggregate outstanding principal amount of such Swing Line Loans,
         together with Revolving Loans and Letter of Credit Outstandings, at any
         time shall not exceed the then existing Revolving Loan Commitment
         Amount);

with all the proceeds of such Credit Extensions to be used for the purposes set
forth in Section 7.1.9;

         WHEREAS, all Loans and Obligations shall continue to be and shall be
fully guaranteed pursuant to the Holdco Pledge Agreement and the Subsidiary
Guaranty and fully secured by, among other things, the Holdco Pledge Agreement,
the Borrower Pledge Agreement, the Subsidiary Pledge Agreement, the Borrower
Security Agreement and the Subsidiary Security Agreement; and

         WHEREAS, the Lenders are willing, on the terms and subject to the
conditions hereinafter set forth (including Article V), to (i) amend and restate
in its entirety the Credit Agreement in accordance with the terms hereof and
(ii) extend such Swing Line Loan Commitment and make Swing Line Loans to the
Borrower pursuant to such Commitments;

         NOW, THEREFORE, the parties hereto agree as follows:


                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.1. Defined Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

         "Account" means any account (as that term is defined in Section 9-106
of the UCC) of the Borrower or any of its wholly-owned U.S. Subsidiaries arising
from the sale or lease of goods or the rendering of services.


                                       -3-



<PAGE>



         "Account Debtor" is defined in clause (b) of the definition of
"Eligible Account".

         "Acquisition" is defined in the second recital.

         "Acquisition Documents" means each of the Material Documents and all
other agreements, documents, instruments, certificates, filings, consents,
approvals, board of directors resolutions and opinions furnished pursuant to or
in connection with the Acquisition, the Merger, the Preferred Stock Sale and the
Equity Issuance and Contribution and the transactions contemplated hereby and
thereby, each as amended, supplemented, amended and restated or otherwise
modified from time to time as permitted in accordance with the terms hereof or
of any other Loan Document.

         "Additional Term-B Loan" is defined in clause (b) of Section 2.1.1.

         "Additional Term-B Loan Commitment" is defined in clause (b) of Section
2.1.1.

         "Additional Term-B Loan Commitment Addendum" is defined in clause (b)
of Section 2.1.1.

         "Administrative Agent" is defined in the preamble and includes each
other Person as shall have subsequently been appointed as the successor
Administrative Agent pursuant to Section 9.4.

         "Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan). A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power

                  (a) to vote 15% or more of the securities (on a fully diluted
         basis) having ordinary voting power for the election of directors or
         managing general partners; or

                  (b) to direct or cause the direction of the management and
         policies of such Person whether by contract or otherwise.

         "Agents" means, collectively, the Administrative Agent and the
Syndication Agent.

         "Agreement" means, on any date, this Credit Agreement as originally in
effect on the Closing Date and as thereafter from time to time amended,
supplemented, amended and restated, or otherwise modified and in effect on such
date.


                                       -4-



<PAGE>



         "Alternate Base Rate" means, for any day and with respect to all Base
Rate Loans, the higher of: (a) 0.50% per annum above the latest Federal Funds
Rate; and (b) the rate of interest in effect for such day as publicly announced
from time to time by the Administrative Agent in San Francisco, California, as
its "reference rate". (The "reference rate" is a rate set by the Administrative
Agent based upon various factors including the Administrative Agent's costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate.) Any change in the reference rate announced by the
Administrative Agent shall take effect at the opening of business on the day
specified in the public announcement of such change.

         "Amendment No. 2" means the Second Amendment to Credit Agreement, dated
as of February 20, 1998, among the Borrower, each of the entities identified as
Consenting Obligors on the signature pages thereto, the Lenders, the Issuer and
the Agents.

         "Annualized" means (i) with respect to the end of the first Fiscal
Quarter of the Borrower to occur after the Closing Date, the applicable amount
for such Fiscal Quarter multiplied by four, (ii) with respect to the second
Fiscal Quarter of the Borrower to occur after the Closing Date, the applicable
amount for such Fiscal Quarter and the immediately preceding Fiscal Quarter
multiplied by two, and (iii) with respect to the third Fiscal Quarter of the
Borrower to occur after the Closing Date, the applicable amount for such Fiscal
Quarter and the immediately preceding two Fiscal Quarters multiplied by one and
one-third.

         "Applicable Commitment Fee" means, at all times during the applicable
periods set forth below, (i) from the Closing Date through (and including) the
end of the second Fiscal Quarter following the Closing Date, 1/2 of 1% per
annum, and (ii) thereafter, by reference to the Leverage Ratio and at the
applicable percentage per annum set forth below under the column entitled
"Applicable Commitment Fee":


                                           Applicable
               Leverage Ratio            Commitment Fee
               --------------            --------------
              greater than or
               equal to 2.50:1               0.500%

              less than 2.50:1               0.375%

         The Leverage Ratio used to compute the Applicable Commitment Fee shall
be the Leverage Ratio set forth in the Compliance Certificate most recently
delivered by the Borrower to the Administrative Agent pursuant to clause (c) of
Section 7.1.1; changes in the Applicable Commitment Fee resulting from a change
in the Leverage Ratio shall become effective upon delivery by the Borrower to
the Administrative Agent of a new Compliance Certificate pursuant to clause (c)
of Section 7.1.1. If the Borrower shall fail to deliver a Compliance

                                       -5-



<PAGE>



Certificate within the number of days after the end of any Fiscal Quarter as
required pursuant to clause (c) of Section 7.1.1 (without giving effect to any
grace period), the Applicable Commitment Fee from and including the first day
after the date on which such Compliance Certificate was required to be delivered
to but not including the date the Borrower delivers to the Administrative Agent
a Compliance Certificate shall conclusively equal the highest Applicable
Commitment Fee set forth above.

         "Applicable Margin" means at all times during the applicable periods
set forth below,

                  (a) with respect to the unpaid principal amount of each Term-B
         Loan, the Applicable Margin established pursuant to clause (b) of
         Section 2.1.1;

                  (b) with respect to the unpaid principal amount of each
         Revolving Loan, each Swing Line Loan and each Term-A Loan maintained as
         a Base Rate Loan, (i) from the Closing Date through (and including) the
         end of the second Fiscal Quarter following the Closing Date, 1.75% per
         annum, and (ii) thereafter, at the applicable percentage per annum set
         forth below under the column entitled "Applicable Margin for Base Rate
         Loans"; and

                  (c) with respect to the unpaid principal amount of each
         Revolving Loan and each Term-A Loan maintained as a LIBO Rate Loan, (i)
         from the Closing Date through (and including) the end of the second
         Fiscal Quarter following the Closing Date, 2.75% per annum, and (ii)
         thereafter, by reference to the Leverage Ratio and at the applicable
         percentage per annum set forth below under the column entitled
         "Applicable Margin for LIBO Rate Loans":

                      For Revolving Loans and Term-A Loans:
                      -------------------------------------



                                       Applicable             Applicable
                                     Margin For Base        Margin For LIBO
         Leverage Ratio                Rate Loans             Rate Loans
         --------------                ----------             ----------
 greater than or equal to 3.00:1          1.75%                  2.75%

  less than 3.00:1 and greater
     than or equal to 2.50:1              1.25%                  2.25%

  less than 2.50:1 and greater
     than or equal to 2.00:1              0.75%                  1.75%

        less than 2.00:1                  0.50%                  1.50%



                                       -6-



<PAGE>



         The Leverage Ratio used to compute the Applicable Margin for Swing Line
Loans, Revolving Loans and Term-A Loans shall be the Leverage Ratio set forth in
the Compliance Certificate most recently delivered by the Borrower to the
Administrative Agent pursuant to clause (c) of Section 7.1.1; changes in the
Applicable Margin for Swing Line Loans, Revolving Loans and Term-A Loans
resulting from a change in the Leverage Ratio shall become effective upon
delivery by the Borrower to the Administrative Agent of a new Compliance
Certificate pursuant to clause (c) of Section 7.1.1. If the Borrower shall fail
to deliver a Compliance Certificate within the number of days after the end of
any Fiscal Quarter as required pursuant to clause (c) of Section 7.1.1 (without
giving effect to any grace period), the Applicable Margin for Swing Line Loans,
Revolving Loans and Term-A Loans from and including the first day after the date
on which such Compliance Certificate was required to be delivered to but not
including the date the Borrower delivers to the Administrative Agent a
Compliance Certificate shall conclusively equal the highest Applicable Margin
for Swing Line Loans, Revolving Loans and Term-A Loans set forth above.

         "Arrangers" means each of Donaldson, Lufkin & Jenrette Securities
Corporation, a Delaware corporation, and BA Securities, Inc., a Delaware
corporation.

         "Assignee Lender" is defined in Section 10.11.1.

         "Assignor Lender" is defined in Section 10.11.1.

         "Assumption Agreement" means the Assumption Agreement executed and
delivered by Holdco, the Borrower and the Seller on the Closing Date in respect
of Holdco's assumption of all obligations under and in respect of the Seller
Note, substantially in the form of Exhibit M hereto, as amended, supplemented,
amended and restated or otherwise modified from time to time.

         "Authorized Officer" means, relative to any Obligor, those of its
officers whose signatures and incumbency shall have been certified to the
Administrative Agent and the Lenders pursuant to Section 5.1.2.

         "Base Rate Loan" means a Loan bearing interest at a fluctuating rate
determined by reference to the Alternate Base Rate.

         "BofA" is defined in the preamble.

         "Borrower" is defined in the preamble.

         "Borrower Pledge Agreement" means the Pledge Agreement executed and
delivered by an Authorized Officer of the Borrower on the Closing Date or
pursuant to clause (b) of Section

                                       -7-



<PAGE>



7.1.7, substantially in the form of Exhibit G-2 hereto, as amended,
supplemented, amended and restated or otherwise modified from time to time.

         "Borrower Security Agreement" means the Security Agreement executed and
delivered by an Authorized Officer of the Borrower on the Closing Date,
substantially in the form of Exhibit F-1 hereto, as amended, supplemented,
amended and restated or otherwise modified from time to time.

         "Borrowing" means Loans of the same type and, in the case of LIBO Rate
Loans, having the same Interest Period made by the relevant Lenders on the same
Business Day and pursuant to the same Borrowing Request in accordance with
Section 2.1.

         "Borrowing Base Amount" means, at any time, an amount equal to the sum
of (i) the Net Asset Value of all Eligible Accounts at such time as determined
in accordance with the definition of "Net Asset Value" plus (ii) the Overadvance
Sublimit, as certified by the Borrower to the Lenders in the most recently
delivered Borrowing Base Certificate, including the Borrowing Base Certificate
delivered on the Restatement Effective Date pursuant to Section 5.1.3.

         "Borrowing Base Certificate" means a certificate duly completed and
executed by the president, chief executive officer, treasurer, assistant
treasurer, controller, chief accounting or financial Authorized Officer of the
Borrower, substantially in the form of Exhibit B-3 hereto.

         "Borrowing Request" means a loan request and certificate duly executed
by an Authorized Officer of the Borrower, substantially in the form of Exhibit
B-1 hereto.

         "Business Day" means any day which is neither a Saturday or Sunday nor
a legal holiday on which banks are authorized or required to be closed in New
York City, Chicago, Illinois, San Francisco, California, and on which dealings
in Dollars are carried on in the London interbank market.

         "Canadian Sub Note" is defined in the Transaction Agreement.

         "Capital Expenditures" means for any period, the sum, without
duplication, of (i) the aggregate amount of all expenditures of the Borrower and
its Subsidiaries for fixed or capital assets made during such period which, in
accordance with GAAP, would be classified as capital expenditures, and (ii) to
the extent not included in clause (i) above, the aggregate amount of all
Capitalized Lease Liabilities incurred during such period by the Borrower and
its Subsidiaries, net of an amount equal to the aggregate amount of sales of
scaffolding in the ordinary course of business by the Borrower and its
Subsidiaries during such period; provided, that Capital Expenditures shall not
include Investments made under clause (i) of Section 7.2.5.


                                       -8-



<PAGE>



         "Capitalized Lease Liabilities" means, without duplication, all
monetary obligations of the Borrower or any of its Subsidiaries under any
leasing or similar arrangement which, in accordance with GAAP, would be
classified as capitalized leases, and, for purposes of this Agreement and each
other Loan Document, the amount of such obligations shall be the capitalized
amount thereof, determined in accordance with GAAP, and the stated maturity
thereof shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be terminated
by the lessee without payment of a penalty.

         "Capital Stock" means, with respect to any Person, (i) any and all
shares, interests, participations or other equivalents of or interests in
(however designated) corporate stock, including, without limitation, shares of
preferred or preference stock of such Person, (ii) all partnership interests
(whether general or limited) in such Person, (iii) all membership interests or
limited liability company interests in such Person, and (iv) all other equity or
ownership interests in such Person of any other type.

         "Cash Equivalent Investment" means, at any time:

                  (a) any evidence of Indebtedness, maturing not more than one
         year after such time, issued directly by the United States of America
         or any agency thereof or guaranteed by the United States of America or
         any agency thereof;

                  (b)  commercial paper, maturing not more than nine months from
         the date of issue, which is issued by

                            (i) a corporation (other than an Affiliate of any
                  Obligor) organized under the laws of any state of the United
                  States or of the District of Columbia and rated at least A-l
                  by S&P or P-l by Moody's, or

                           (ii)  any Lender (or its holding company);

                  (c) any time deposit, certificate of deposit or bankers
         acceptance, maturing not more than one year after such time, maintained
         with or issued by either

                            (i) a commercial banking institution (including U.S.
                  branches of foreign banking institutions) that is a member of
                  the Federal Reserve System and has a combined capital and
                  surplus and undivided profits of not less than $500,000,000,
                  or

                           (ii)  any Lender;


                                       -9-



<PAGE>



                  (d) short-term tax-exempt securities rated not lower than
         MIG-1/1+ by either Moody's or S&P with provisions for liquidity or
         maturity accommodations of 183 days or less;

                  (e) any money market or similar fund the assets of which are
         comprised exclusively of any of the items specified in clauses (a)
         through (d) above and as to which withdrawals are permitted at least
         every 90 days; or

                  (f) any interest bearing account in Canadian dollars
         maintained with a Schedule A Bank in Canada.

         "Casualty Event" means the damage, destruction or condemnation, as the
case may be, of property of the Borrower or any of its Subsidiaries.

         "Casualty Proceeds" means, with respect to any Casualty Event, the
amount of any insurance proceeds or condemnation awards received by the Borrower
or any of its Subsidiaries in connection with such Casualty Event, but excluding
any proceeds or awards required to be paid to a creditor (other than the
Lenders) which holds a first-priority Lien permitted by Section 7.2.3 on the
property which is the subject of such Casualty Event.

         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended.

         "CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

         "Certificate of Merger" means the Certificate of Merger of Rust
Scaffold Services Inc. into Brand Scaffold Services, Inc., as filed with the
Secretary of State of Delaware on September 30, 1996.

         "Change in Control" means

                  (i) the failure of Holdco at any time to own, free and clear
         of all Liens and encumbrances (other than Liens of the type permitted
         under clauses (a), (c) and (f) of Section 7.2.3), all right, title and
         interest in 100% of the Capital Stock of the Borrower other than the
         Preferred Stock, and to have the right to elect a majority of the Board
         of Directors of the Borrower;

                  (ii) the failure of the Purchasers at any time to own, free
         and clear of all Liens and encumbrances (other than Liens of the type
         permitted under clauses (a), (c) and (f) of Section 7.2.3), all right,
         title and interest in at least 51% (on a fully diluted basis) of the
         Capital Stock of Holdco;

                                      -10-



<PAGE>



                  (iii) the failure of the Purchasers at any time to have the
         right to elect a majority of the Board of Directors of Holdco; and

                  (iv) any "Change of Control", as such term is defined in the
         Senior Note Indenture, that would result in a default or event of
         default under the Senior Note Indenture.

         "Closing Date" means the date of the initial Credit Extension, which
occurred on September 30, 1996.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Commitment" means, as the context may require, (i) a Lender's Letter
of Credit Commitment, Revolving Loan Commitment or Additional Term-B Loan
Commitment or (ii) the Swing Line Lender's Swing Line Loan Commitment.

         "Commitment Amount" means, as the context may require, the Letter of
Credit Commitment Amount, the Revolving Loan Commitment Amount, the Swing Line
Loan Commitment Amount or the Term-B Loan Commitment Amount.

         "Commitment Letter" means the commitment letter, dated September 19,
1996, among DLJ Merchant Banking Funding, Inc., the Arrangers and the Agents
including all annexes and exhibits thereto.

         "Commitment Termination Date" means, as the context may require, the
Revolving Loan Commitment Termination Date or the Term-B Loan Commitment
Termination Date.

         "Commitment Termination Event" means

                  (a) the occurrence of any Event of Default described in
         clauses (b) through (d) of Section 8.1.9 with respect to any Obligor
         (other than immaterial Subsidiaries); or

                  (b)  the occurrence and continuance of any other Event of
          Default and either

                            (i)  the declaration of the Loans to be due and
                  payable pursuant to Section 8.3, or

                           (ii) in the absence of such declaration, the giving
                  of notice by the Administrative Agent, acting at the direction
                  of the Required Lenders, to the Borrower that the Commitments
                  have been terminated.


                                      -11-



<PAGE>



         "Compliance Certificate" means a certificate duly completed and
executed by the chief financial Authorized Officer of the Borrower,
substantially in the form of Exhibit E hereto.

         "Contingent Liability" means any agreement, undertaking or arrangement
by which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other Person.
The amount of any Person's obligation under any Contingent Liability shall
(subject to any limitation set forth therein) be deemed to be the outstanding
principal amount (or maximum principal amount, if larger) of the debt,
obligation or other liability guaranteed thereby.

         "Continuation/Conversion Notice" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer of the
Borrower, substantially in the form of Exhibit C hereto.

         "Controlled Group" means all members of a controlled group of
corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with the
Borrower, are treated as a single employer under Section 414(b) or 414(c) of the
Code or Section 4001 of ERISA.

         "Credit Agreement" is defined in the fifth recital.

         "Credit Extension" means, as the context may require,

                  (a)  the making of a Loan by a Lender; or

                  (b) the issuance of any Letter of Credit, or the extension of
         any Stated Expiry Date of any previously issued Letter of Credit, by
         the Issuer.

         "Credit Extension Request" means, as the context may require, any
Borrowing Request or Issuance Request.

         "Current Assets" means, on any date, without duplication, all assets
(other than cash and other than receivables arising from the $2,900,000 per
annum payment from WMX Technologies, Inc. and its Subsidiaries to the Borrower
pursuant to the Transitional Services Agreement) which, in accordance with GAAP,
would be included as current assets on a consolidated balance sheet of the
Borrower and its Subsidiaries at such date as current assets (excluding,
however, amounts due and to become due from Affiliates of the Borrower which

                                      -12-



<PAGE>



have arisen from transactions which are other than arm's-length and in the
ordinary course of its business).

         "Current Liabilities" means, on any date, without duplication, all
amounts which, in accordance with GAAP, would be included as current liabilities
on a consolidated balance sheet of the Borrower and its Subsidiaries at such
date, excluding current maturities of Indebtedness.

         "Debt" means, without duplication, the outstanding principal amount of
all Indebtedness of the Borrower and its Subsidiaries of the types referred to
in clauses (a), (b), (c) and (to the extent that the applicable indebtedness is
of the type described in any such clause (a), (b), or (c)) (e) of the definition
of "Indebtedness" or any Contingent Liability in respect of any of the foregoing
types of Indebtedness.

         "Default" means any Event of Default or any condition, occurrence or
event which, after notice or lapse of time or both, would, unless cured or
waived, constitute an Event of Default.

         "Delayed Draw Date" means the date of the Borrowing of Additional
Term-B Loans.

         "Disbursement" is defined in Section 2.6.2.

         "Disbursement Date" is defined in Section 2.6.2.

         "Disbursement Due Date" is defined in Section 2.6.2.

         "Disclosure Schedule" means the Disclosure Schedule attached hereto as
Schedule I, as it may be amended, supplemented or otherwise modified from time
to time by the Borrower with the written consent of the Required Lenders.

         "DLJ" is defined in the preamble.

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

         "EBITDA" means, for any applicable period, the sum (without
duplication) for the Borrower and its Subsidiaries on a consolidated basis of

                  (a)  Net Income,


                                      -13-



<PAGE>



plus
----

                  (b) the amount deducted, in determining Net Income,
         representing depreciation and amortization,

plus
----

                  (c) the amount deducted, in determining Net Income,
         representing income taxes (whether paid or deferred),

plus
----

                  (d) the amount deducted, in determining Net Income,
         representing Interest Expense,

plus
----

                  (e) an amount equal to the amount of all non-cash charges
         deducted in determining Net Income,

plus
----

                  (f) to the extent not included in determining Net Income, the
         $2.9 million per annum payment to the Borrower from WMX Technologies,
         Inc. and its Subsidiaries pursuant to the Transitional Services
         Agreement, and any other payments from WMX Technologies, Inc. and its
         Subsidiaries pursuant to the Transitional Services Agreement,

plus
----

                  (g) to the extent not included in determining Net Income or in
         clause (e) or (f) above, for the purpose of calculating the Fixed
         Charge Coverage Ratio, the Interest Coverage Ratio and the Leverage
         Ratio in respect of the first three Fiscal Quarters after the Closing
         Date, the Annualized amount of (i) the $2,900,000 per annum payment to
         the Borrower from WMX Technologies, Inc. and its Subsidiaries pursuant
         to the Transitional Services Agreement and (ii) the non-cash portion of
         general liability, auto liability, workers' compensation or
         post-retirement health, insurance and related benefits expense,


                                      -14-



<PAGE>



plus
----

                  (h) to the extent deducted, in determining Net Income, up to
         $2,500,000 of charges incurred in the 1997 Fiscal Year and designated
         as "non-recurring startup costs",

minus
-----

                  (i) an amount equal to the amount of all non-cash credits
         included in determining Net Income,

minus
-----

                  (j) to the extent not deducted in determining Net Income, cash
         expenditures actually paid in connection with general liability, auto
         liability, workers' compensation or post-retirement health, insurance
         and related benefits.

         "Eligible Account" means, with respect to the Borrower and any of its
U.S. wholly- owned Subsidiaries, at the time of any determination thereof, any
Account as to which each of the following requirements has been fulfilled to the
reasonable satisfaction of the Administrative Agent:

                  (a) the Borrower or such Subsidiary owns such Account free and
         clear of all Liens other than any Lien in favor of the Administrative
         Agent and the Lenders granted pursuant to this Agreement or another
         Loan Document or permitted by Sections 7.2.3(d) and (g) (and, other
         than in the case of Accounts referred to in clause (d) below, the
         Administrative Agent shall have a first-priority (other than inchoate
         statutory Liens otherwise permitted by Section 7.2.3) perfected Lien on
         such Account);

                  (b) such Account is a legal, valid, binding and enforceable
         obligation of the Person obligated under such Account (the "Account
         Debtor");

                  (c) such Account is not subject to any bona fide dispute,
         setoff, counterclaim or other claim or defense on the part of the
         Account Debtor or any other Person denying liability under such
         Account; provided, however, that any such Account shall constitute an
         Eligible Account to the extent it is not subject to any such dispute,
         setoff, counterclaim or other claim or defense;

                  (d) except for Accounts in an aggregate amount not to exceed
         $1,000,000 at any one time, for which the Account Debtor is the
         government of the United States or an instrumentality thereof, the
         Borrower or such Subsidiary has the full and unqualified

                                      -15-



<PAGE>



         right to assign and grant a Lien in such Account to the Administrative
         Agent, for its benefit and that of the Lenders, as security for the
         Obligations;

                  (e) such Account is evidenced by an invoice rendered to the
         Account Debtor (which shall include computer records) or is reflected
         by computer records maintained by the Borrower or such Subsidiary
         evidencing such Account and is not evidenced by any instrument or
         chattel paper (as the terms "instrument" and "chattel paper" are
         defined in Section 9-105 of the UCC), unless such instrument or chattel
         paper has been delivered to the Administrative Agent;

                  (f) such Account arose from the sale of goods or services by
         the Borrower or such Subsidiary in the ordinary course of the
         Borrower's or such Subsidiary's business, and such goods or services
         have been shipped or delivered (in the case of goods) or rendered in
         full (in the case of services) to the Account Debtor for such Account;

                  (g)  with respect to such Account, no Account Debtor is

                           (i) an Affiliate of the Borrower or any of its
                  Subsidiaries (other than Accounts in an aggregate amount not
                  to exceed $2,500,000 as to which WMX Technologies, Inc. or any
                  of its Subsidiaries is the Account Debtor), or

                           (ii) the subject of any reorganization, bankruptcy,
                  receivership, custodianship, insolvency or other condition
                  analogous with respect to such Account Debtor to those
                  described in clauses (a) through (d) of Section 8.1.9;

                  (h) such Account is not outstanding more than 90 (or, in the
         case of Accounts the original terms of which do not require payment
         prior to 60 days after the billing date thereof, 120; provided such
         Accounts do not exceed $5,000,000 in the aggregate) days past the
         original billing date (which date, if such Account arose from the sale
         of goods, shall not be later than seven days from the date of the
         shipment of the Inventory giving rise to such Account) for such
         Account;

                  (i) such Account is not an Account owing by an Account Debtor
         having, at the time of any determination of Eligible Accounts, in
         excess of 10% of the aggregate outstanding amount of all of such
         Account Debtor's Accounts (other than any Accounts which are the
         subject of bona fide disputes between such Account Debtor and the
         Borrower or such Subsidiary, as the case may be) outstanding more than
         90 (or, in the case of Accounts the original terms of which do not
         require payment prior to 60 days after the billing date thereof, 120;
         provided such Accounts do not exceed $5,000,000 in the aggregate) days
         past the original invoice date with respect thereto;


                                      -16-



<PAGE>



                  (j) with respect to the Account Debtor under such Account,
         neither the Borrower nor any such Subsidiary is indebted to such
         Account Debtor, unless the Borrower or such Subsidiary and such Account
         Debtor have entered into an agreement whereby the Account Debtor is
         prohibited from exercising any right of setoff with respect to the
         Accounts of the Borrower or such Subsidiary; provided, that in any
         event, if such an agreement prohibiting setoff rights is not delivered
         by the Account Debtor, then only up to the amount that the Borrower or
         such Subsidiary is indebted to such Account Debtor shall be excluded as
         an Eligible Account pursuant to this clause; and

                  (k) such Account arises from a sale to an Account Debtor
         located within the United States, Puerto Rico or Canada, unless the
         Account Debtor's obligations (or that portion of such obligations which
         is acceptable to the Administrative Agent) with respect to a sale to an
         Account Debtor not located within the United States, Puerto Rico or
         Canada are secured by a letter of credit, guaranty or eligible bankers'
         acceptance having terms, and from such issuers and confirmation banks,
         as are acceptable to the Administrative Agent.

         "Environmental Laws" means all applicable federal, state or local
statutes, laws, ordinances, codes, rules and regulations (including consent
decrees and administrative orders) relating to public health and safety and
protection of the environment.

         "Equity Issuance and Contribution" is defined in the third recital.

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

         "Event of Default" is defined in Section 8.1.

         "Excess Cash Flow" means, for any applicable period, the excess
(if any), of

                  (a)  EBITDA for such applicable period;

over
----

                  (b)  the sum, without duplication (for such applicable period)
          of

                           (i)  the cash portion of Interest Expense (net of
                  interest income) for such applicable period;


                                      -17-



<PAGE>



         plus
         ----

                           (ii) scheduled payments and optional and mandatory
                  prepayments, to the extent actually made, of the principal
                  amount of the Term Loans or any other term Debt (including
                  Capitalized Lease Liabilities) and mandatory prepayments of
                  the principal amount of the Revolving Loans pursuant to
                  clauses (b) or (g) of Section 3.1.1 in connection with a
                  reduction of the Revolving Loan Commitment Amount, in each
                  case for such applicable period, excluding, however, for all
                  purposes of this clause (ii) all prepayments made with Net
                  Debt Proceeds received in respect of the Senior Notes;

         plus
         ----

                           (iii) all federal, state and foreign income taxes
                  actually paid in cash by the Borrower and its Subsidiaries for
                  such applicable period;

         plus
         ----

                           (iv) Capital Expenditures actually made during such
                  applicable period pursuant to clauses (a) and (b) of Section
                  7.2.7 (excluding Capital Expenditures constituting Capitalized
                  Leases and by way of the incurrence of Indebtedness permitted
                  pursuant to Section 7.2.2(b)(ii) to a vendor of any assets
                  permitted to be acquired pursuant to Section 7.2.7 to finance
                  the acquisition of such assets);

         plus
         ----

                           (v) the amount of the net increase (or minus in the
                  case of a net decrease), of Current Assets over Current
                  Liabilities of the Borrower and its Subsidiaries for such
                  applicable period;

         plus
         ----

                           (vi) Investments permitted and actually made pursuant
                  to clauses (d) and (i) of Section 7.2.5 during such applicable
                  period;

         plus
         ----

                           (vii) Restricted Payments permitted and actually made
                  pursuant to clause (e)(i) or (e)(ii) of Section 7.2.6 during
                  such applicable period.

         "Federal Funds Rate" means, for any day, the rate set forth in the
weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal

                                      -18-



<PAGE>



Reserve Bank of New York (including any such successor, "H.15(519)") on the
preceding Business Day opposite the caption "Federal Funds (Effective)"; or, if
for any relevant day such rate is not so published on any such preceding
Business Day, the rate for such day will be the arithmetic mean as determined by
the Administrative Agent of the rates for the last transaction in overnight
Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by
each of three leading brokers of Federal funds transactions in New York City
selected by the Administrative Agent.

         "Fee Letter" means the confidential fee letter, dated as of September
19, 1996, among DLJ Merchant Banking Funding, Inc., the Arrangers and the
Agents.

         "Fiscal Quarter" means any calendar quarter.

         "Fiscal Year" means any calendar year.

         "Fixed Charge Coverage Ratio" means, at the end of any Fiscal Quarter,
the ratio computed for the period consisting of such Fiscal Quarter and the
three immediately prior Fiscal Quarters of

                  (a) EBITDA for all such Fiscal Quarters (less any Restricted
         Payments made pursuant to clause (e)(i) of Section 7.2.6 during such
         Fiscal Quarters).

to
--

                  (b)  the sum (without duplication) of

                           (i) Capital Expenditures actually made during all
                  such Fiscal Quarters pursuant to clauses (a) and (b) of
                  Section 7.2.7 (excluding Capital Expenditures constituting
                  Capitalized Leases and by way of the incurrence of
                  Indebtedness permitted pursuant to Section 7.2.2(b)(ii) to a
                  vendor of any assets permitted to be acquired pursuant to
                  Section 7.2.7 to finance the acquisition of such assets);

         plus
         ----

                           (ii) the cash portion of Interest Expenses (net of
                  interest income) for all such Fiscal Quarters, provided that
                  for the first three Fiscal Quarters after the Closing Date
                  Interest Expense shall be determined on an Annualized basis;

         plus
         ----

                           (iii) all scheduled payments of principal, to the
                  extent actually made, of the Term Loans and other term Debt
                  (including the principal portion of any

                                      -19-



<PAGE>



                  Capital Lease Liabilities) during all such Fiscal Quarters,
                  provided that for the first three Fiscal Quarters after the
                  Closing Date such payments shall be determined on an
                  Annualized basis;

         plus
         ----

                           (iv) Restricted Payments made during all such Fiscal
                  Quarters in accordance with clause (f) of Section 7.2.6.

         "F.R.S. Board" means the Board of Governors of the Federal Reserve
System or any successor thereto.

         "GAAP" is defined in Section 1.4.

         "Guaranty and Non-Competition Agreement" is defined in the Transaction
Agreement.

         "Hazardous Material" means

                  (a)  any "hazardous substance", as defined by CERCLA;

                  (b)  any "hazardous waste", as defined by the Resource
         Conservation and Recovery Act, as amended;

                  (c)  any petroleum product; or

                  (d) any pollutant or contaminant or hazardous, dangerous or
         toxic chemical, material or substance within the meaning of any other
         applicable federal, state or local law, regulation, ordinance or
         requirement (including consent decrees and administrative orders)
         relating to or imposing liability or standards of conduct concerning
         any hazardous, toxic or dangerous waste, substance or material, all as
         amended or hereafter amended.

         "Hedging Obligations" means, with respect to any Person, all
liabilities of such Person under interest rate swap agreements, interest rate
cap agreements and interest rate collar agreements, and all other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates or currency exchange rates.

         "herein", "hereof", "hereto", "hereunder" and similar terms contained
in this Agreement or any other Loan Document refer to this Agreement or such
other Loan Document, as the case may be, as a whole and not to any particular
Section, paragraph or provision of this Agreement or such other Loan Document.


                                      -20-



<PAGE>



         "Holdco" is defined in the first recital.

         "Holdco Pledge Agreement" means the Holdco Pledge Agreement executed
and delivered by an Authorized Officer of Holdco on the Closing Date,
substantially in the form of Exhibit G-1 hereto, as amended, supplemented,
amended and restated or otherwise modified from time to time.

         "Impermissible Qualification" means, relative to the opinion or
certification of any independent public accountant as to any financial statement
of any Obligor, any qualification or exception to such opinion or certification

                  (a)  which is of a "going concern" or similar nature;

                  (b)  which relates to the limited scope of examination of
         matters relevant to such financial statement; or

                  (c) which relates to the treatment or classification of any
         item in such financial statement and which, as a condition to its
         removal, would require an adjustment to such item the effect of which
         would be to cause such Obligor to be in default of any of its
         obligations under Section 7.2.4.

         "including" means including without limiting the generality of any
description preceding such term, and, for purposes of this Agreement and each
other Loan Document, the parties hereto agree that the rule of ejusdem generis
shall not be applicable to limit a general statement, which is followed by or
referable to an enumeration of specific matters, to matters similar to the
matters specifically mentioned.

         "Indebtedness" of any Person means, without duplication:

                  (a) all obligations of such Person for borrowed money or for
         the deferred purchase price of property or services (exclusive of
         deferred purchase price arrangements in the nature of open accounts
         payable owed to suppliers on normal terms in connection with the
         purchase of goods and services in the ordinary course of business) and
         all obligations of such Person evidenced by bonds, debentures, notes or
         other similar instruments;

                  (b) all obligations, contingent or otherwise, relative to the
         face amount of all letters of credit, whether or not drawn, and
         banker's acceptances issued for the account of such Person;

                  (c)  all Capitalized Lease Liabilities;


                                      -21-



<PAGE>



                  (d)  net liabilities of such Person under all Hedging
         Obligations;

                  (e) whether or not so included as liabilities in accordance
         with GAAP, all 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; provided, however,
         that, to the extent such Indebtedness is limited in recourse to the
         assets securing such Indebtedness, the amount of such Indebtedness
         shall be limited to the fair market value of such assets; and

                  (f)  all Contingent Liabilities of such Person in respect of
         any of the foregoing.

For all purposes of this Agreement, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer (to the extent such Person is liable for
such Indebtedness).

         "Indemnified Liabilities" is defined in Section 10.4.

         "Indemnified Parties" is defined in Section 10.4.

         "Initial Public Offering" means for any Person, any sale of the Capital
Stock of such Person to the public pursuant to an initial, primary offering
registered under the Securities Act of 1933.

         "Interest Coverage Ratio" means, at the end of any Fiscal Quarter, the
ratio computed for the period consisting of such Fiscal Quarter and each of the
three immediately prior Fiscal Quarters of:

                  (a)  EBITDA (for all such Fiscal Quarters)

to
--

                  (b) the cash portion of Interest Expense (for all such Fiscal
         Quarters, provided that for the first three Fiscal Quarters after the
         Closing Date Interest Expense shall be determined on an Annualized
         basis).

         "Interest Expense" means, for any applicable period, the aggregate
consolidated interest expense of the Borrower and its Subsidiaries for such
applicable period, as determined in accordance with GAAP, including the portion
of any payments made in respect of Capitalized Lease Liabilities allocable to
interest expense, but excluding (to the extent included in interest expense)
up-front fees and expenses incurred in connection with the Transaction.

                                      -22-



<PAGE>



         "Interest Period" means, as to any LIBO Rate Loan, the period
commencing on the Borrowing date of such Loan or on the date on which the Loan
is converted into or continued as a LIBO Rate Loan, and ending on the date one,
two, three or six months thereafter as selected by the Borrower in its Borrowing
Request or its Conversion/Continuation Notice; provided, however, that:

                           (i) if any Interest Period would otherwise end on a
                  day that is not a Business Day, that Interest Period shall be
                  extended to the following Business Day unless the result of
                  such extension would be to carry such Interest Period into
                  another calendar month, in which event such Interest Period
                  shall end on the preceding Business Day;

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

                           (iii) no Interest Period for any Loan shall extend
                  beyond the Stated Maturity Date for such Loan;

                           (iv) no Interest Period applicable to a Term Loan or
                  portion thereof shall extend beyond any date upon which is due
                  any scheduled principal payment in respect of the Term Loans
                  unless the aggregate principal amount of Term Loans
                  represented by Base Rate Loans, or by LIBO Rate Loans having
                  Interest Periods that will expire on or before such date,
                  equals or exceeds the amount of such principal payment; and

                           (v) there shall be no more than ten Interest Periods
                  in effect at any one time.

         "Investment" means, relative to any Person,

                  (a) any loan or advance made by such Person to any other
         Person (excluding commission, travel and similar advances to officers
         and employees made in the ordinary course of business); and

                  (b)  any ownership or similar interest held by such Person in
         any other Person.

The amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon (and without adjustment
by reason of the financial condition of such other Person) and shall, if made by
the transfer or exchange of property

                                      -23-



<PAGE>



other than cash, be deemed to have been made in an original principal or capital
amount equal to the fair market value of such property at the time of such
transfer or exchange.

         "Issuance Request" means a Letter of Credit request and certificate
duly executed by an Authorized Officer of the Borrower, substantially in the
form of Exhibit B-2 hereto.

         "Issuer" means, collectively, BofA in its individual capacity hereunder
as issuer of the Letters of Credit and any Lender as may be designated by the
Borrower (and agreed to by the Agents and such Lender) in its individual
capacity as the issuer of Letters of Credit.

         "Lender Assignment Agreement" means a Lender Assignment Agreement
substantially in the form of Exhibit J hereto.

         "Lenders" is defined in the preamble.

         "Letter of Credit" is defined in Section 2.1.3.

         "Letter of Credit Commitment" means, with respect to the Issuer, the
Issuer's obligation to issue Letters of Credit pursuant to Section 2.1.3 and,
with respect to each of the other Lenders that has a Revolving Loan Commitment,
the obligation of each such Lender to participate in such Letters of Credit
pursuant to Section 2.6.1.

         "Letter of Credit Commitment Amount" means, on any date, a maximum
amount of $15,000,000, as such amount may be reduced from time to time pursuant
to Section 2.2.

         "Letter of Credit Outstandings" means, on any date, an amount equal to
the sum of

                  (a)  the then aggregate amount which is undrawn and available
         under all issued and outstanding Letters of Credit,

plus
----

                  (b) the then aggregate amount of all unpaid and outstanding
         Reimbursement Obligations in respect of such Letters of Credit.

         "Leverage Ratio" means, at the end of any Fiscal Quarter, the ratio of

                  (a)  total Debt of the Borrower and its Subsidiaries
         outstanding at such time;


                                      -24-



<PAGE>



to
--

                  (b) EBITDA for the period of four consecutive Fiscal Quarters
         most recently ended on or prior to such date.

         "LIBO Rate" means, relative to any Interest Period for LIBO Rate Loans,
the rate of interest per annum determined by the Administrative Agent to be the
arithmetic mean (rounded upward to the next 1/16th of 1%) of the rates of
interest per annum at which dollar deposits in the approximate amount of the
amount of the Loan to be made or continued as, or converted into, a LIBO Rate
Loan by the Administrative Agent and having a maturity comparable to such
Interest Period would be offered to the Administrative Agent in the London
interbank market at its request at approximately 11:00 a.m. (London time) two
Business Days prior to the commencement of such Interest Period.

         "LIBO Rate Loan" means a Loan bearing interest, at all times during an
Interest Period applicable to such Loan, at a fixed rate of interest determined
by reference to the LIBO Rate (Reserve Adjusted).

         "LIBO Rate (Reserve Adjusted)" means, relative to any Loan to be made,
continued or maintained as, or converted into, a LIBO Rate Loan for any Interest
Period, the rate of interest per annum (rounded upwards to the next 1/16 of 1%)
determined by the Administrative Agent as follows:

            LIBO Rate                             LIBO Rate
                               =     -------------------------------
         (Reserve Adjusted)          1.00 - LIBOR Reserve Percentage

         The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate
Loans will be adjusted automatically as to all LIBO Rate Loans then outstanding
as of the effective date of any change in the LIBOR Reserve Percentage.

         "LIBOR Office" means, relative to any Lender, the office of such Lender
designated as such on Schedule III hereto or designated in the Lender Assignment
Agreement or such other office of a Lender as designated from time to time by
notice from such Lender to the Borrower and the Administrative Agent, whether or
not outside the United States, which shall be making or maintaining LIBO Rate
Loans of such Lender hereunder.

         "LIBOR Reserve Percentage" means, relative to any Interest Period for
LIBO Rate Loans, the percentage (expressed as a decimal, rounded upward to the
next 1/100th of 1%) in effect on such day (whether or not applicable to any
Lender) under regulations issued from time to time by the F.R.S. Board for
determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) with respect to

                                      -25-



<PAGE>



Eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the F.R.S. Board).

         "Lien" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property, or any filing or recording of any
instrument or document in respect of the foregoing, to secure payment of a debt
or performance of an obligation or any other priority or preferential treatment
of any kind or nature whatsoever that has the practical effect of creating a
security interest in property.

         "Loan" means, as the context may require, a Revolving Loan, a Swing
Line Loan, a Term-A Loan or a Term-B Loan, of any type.

         "Loan Document" means this Agreement, the Notes, the Additional Term-B
Loan Commitment Addendum (upon the execution and delivery thereof), the Letters
of Credit, each Borrowing Base Certificate, the Fee Letter, each Pledge
Agreement, the Subsidiary Guaranty, each Mortgage (upon execution and delivery
thereof), each Security Agreement, each Patent Security Agreement, and each
other agreement, document or instrument delivered in connection with this
Agreement or any other Loan Document, whether or not specifically mentioned
herein or therein.

         "Material Adverse Effect" means (a) a material adverse effect on the
financial condition, operations, assets, business or properties of the Borrower
and its Subsidiaries, taken as a whole, (b) a material impairment of the ability
of the Borrower or any other Obligor to perform its respective material
obligations under the Loan Documents to which it is or will be a party, or (c)
an impairment of the validity or enforceability of, or a material impairment of
the rights, remedies or benefits available to the Issuer, the Agents, the
Arrangers or the Lenders under, this Agreement or any other Loan Document.

         "Material Documents" means the Transaction Agreement, the Transitional
Services Agreement, the Seller Note, the certificate of incorporation of the
Borrower (as amended), the Shareholders Agreement, the Guaranty and
Non-Competition Agreement, the Canadian Sub Note, the Senior Note Indenture and
the Senior Notes, each as amended, supplemented, amended and restated or
otherwise modified from time to time as permitted in accordance with the terms
hereof or of any other Loan Document.

         "Merger" is defined in the second recital.

         "Moody's" means Moody's Investors Services, Inc.


                                      -26-



<PAGE>



         "Mortgage" means, collectively, each Mortgage or Deed of Trust executed
and delivered pursuant to the terms of this Agreement, including Sections
7.1.8(b) or 7.1.12, in form and substance reasonably satisfactory to the Agents.

         "Net Asset Value" means, at any time of any determination, 85% of an
amount equal to (x) the book value of all Eligible Accounts as reflected on the
books of the Borrower and its Subsidiaries in accordance with GAAP, net of (y)
all credits, discounts and allowances (and net of all unissued credits in the
form of competitive allowances or otherwise) in respect of such Eligible
Accounts.

         "Net Debt Proceeds" means, with respect to the incurrence, sale or
issuance by the Borrower or any of its Subsidiaries of any Debt (other than Debt
permitted by Section 7.2.2), the excess of:

                  (a)  the gross cash proceeds received by the Borrower or any
         of its Subsidiaries from such incurrence, sale or issuance,

over
----

                  (b) all reasonable and customary underwriting commissions and
         legal, investment banking, brokerage and accounting and other
         professional fees, sales commissions and disbursements and all other
         reasonable fees, expenses and charges, in each case actually incurred
         in connection with such incurrence, sale or issuance.

         "Net Disposition Proceeds" means, with respect to any sale, transfer or
other disposition of any assets of the Borrower or any of its Subsidiaries
(other than sales permitted pursuant to Section 7.2.9(a)), the excess of

                  (a) the gross cash proceeds received by the Borrower or any of
         its Subsidiaries from any such sale, transfer or other disposition and
         any cash payments received in respect of promissory notes or other
         non-cash consideration delivered to the Borrower or such Subsidiary in
         respect thereof,

less
----

                  (b)  the sum of

                           (i) all reasonable and customary fees and expenses
                  with respect to legal, investment banking, brokerage and
                  accounting and other professional fees, sales commissions and
                  disbursements and all other reasonable fees, expenses and
                  charges, in each case actually incurred in connection with
                  such sale, transfer or other disposition,

                                      -27-



<PAGE>



                           (ii) all taxes and other governmental costs and
                  expenses actually paid or estimated by the Borrower (in good
                  faith) to be payable in cash in connection with such sale,
                  transfer or other disposition, and

                           (iii) payments made by the Borrower or any of its
                  Subsidiaries to retire Indebtedness (other than the Loans) of
                  the Borrower or any of its Subsidiaries where payment of such
                  Indebtedness is required in connection with such sale,
                  transfer or other disposition;

provided, however, that if, after the payment of all taxes with respect to such
sale, transfer or other disposition, the amount of estimated taxes, if any,
pursuant to clause (b)(ii) above exceeded the tax amount actually paid in cash
in respect of such sale, transfer or other disposition, the aggregate amount of
such excess shall be immediately payable, pursuant to clause (c) of Section
3.1.1, as Net Disposition Proceeds.

         "Net Equity Proceeds" means with respect to the sale or issuance by the
Borrower or Holdco to any Person of any of its stock or any warrants or options
with respect to its stock or the exercise of any such warrants or options after
the Closing Date (other than pursuant to (i) capital contributions (from other
than an Initial Public Offering) which are concurrently contributed to the
Borrower, (ii) any subscription agreement, incentive plan or similar arrangement
with any officer, employee or director of Holdco, the Borrower or any Subsidiary
of the Borrower, (iii) any loan by the Borrower or Holdco to such officer,
employee or director solely for the purpose of purchasing such shares pursuant
to Section 7.2.5(h), or (iv) proceeds from the sale of any Capital Stock to any
officer, director or employee of the Borrower, its Subsidiaries or Holdco in an
aggregate amount not to exceed $2,000,000 after the Closing Date) the excess of:

                  (a)  the gross cash proceeds received by Holdco or the
         Borrower from such sale, exercise or issuance,

         over
         ----

                  (b) all reasonable and customary underwriting commissions and
         legal, investment banking, brokerage and accounting and other
         professional fees, sales commissions and disbursements and all other
         reasonable fees, expenses and charges, in each case actually incurred
         in connection with such sale or issuance.

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


                                      -28-



<PAGE>



         "Net Worth" means the consolidated net worth of the Borrower and its
Subsidiaries including, to the extent not otherwise included in net worth under
GAAP, the Preferred Stock and unpaid dividends thereon.

         "Non-U.S. Lender" means any Lender (including each Assignee Lender)
that is not (i) a citizen or resident of the United States, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any state thereof, or (iii) an estate or trust that is subject
to U.S. Federal income taxation regardless of the source of its income.

         "Non-U.S. Subsidiary" means a Subsidiary of the Borrower that is not a
U.S. Subsidiary.

         "Note" means, as the context may require, a Revolving Note, a
Registered Note, a Term-A Note, a Term-B Note, or a Swing Line Note.

         "Obligations" means all obligations (monetary or otherwise) of the
Borrower and each other Obligor arising under or in connection with this
Agreement, the Notes, each Letter of Credit and each other Loan Document, and
Hedging Obligations (in respect of the Loans) owed to a Lender or an Affiliate
thereof (unless the Lender or such Affiliate otherwise agrees).

         "Obligor" means the Borrower or any other Person (other than any Agent,
any Issuer, any Arranger or any Lender) obligated under any Loan Document.

         "Organic Document" means, relative to any Obligor, its certificate of
incorporation, its by-laws and all shareholder agreements, voting trusts and
similar arrangements to which such Obligor is a party applicable to any of its
authorized shares of Capital Stock.

         "Original Lenders" is defined in the fifth recital.

         "Original Term-B Loans" is defined in clause (a) of the fifth recital.

         "Overadvance Sublimit" means, at any time from and including the
Restatement Effective Date and at all times thereafter, $10,000,000.

         "Participant" is defined in Section 10.11.2.

         "Patent Security Agreement" means any Patent Security Agreement
executed and delivered by any Obligor in substantially the form of Exhibit A to
any Security Agreement, as amended, supplemented, amended and restated or
otherwise modified.

         "PBGC" means the Pension Benefit Guaranty Corporation and any successor
entity.

                                      -29-



<PAGE>



         "Pension Plan" means a "pension plan", as such term is defined in
section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
multiemployer plan as defined in section 4001(a)(3) of ERISA), and to which the
Borrower or any corporation, trade or business that is, along with the Borrower,
a member of a Controlled Group, has or within the prior six years has had any
liability, including any liability by reason of having been a substantial
employer within the meaning of section 4063 of ERISA at any time during the
preceding five years, or by reason of being deemed to be a contributing sponsor
under section 4069 of ERISA.

         "Percentage" means, relative to any Lender, the applicable percentage
relating to Term-A Loans, Term-B Loans or Revolving Loans, as the case may be,
as set forth opposite its name on Schedule II hereto under the applicable column
heading or set forth in Lender Assignment Agreement(s) under the applicable
column heading, as such percentage may be adjusted from time to time pursuant to
Lender Assignment Agreement(s) executed by such Lender and its Assignee
Lender(s) and delivered pursuant to Section 10.11. A Lender shall not have any
Commitment to make Revolving Loans, Term-A Loans or Term-B Loans (as the case
may be) if its percentage under the respective column heading is zero.

         "Perfection Certificate" means the Perfection Certificate executed and
delivered by an Authorized Officer of the Borrower on the Closing Date,
substantially in the form of Exhibit I hereto, as amended, supplemented, amended
and restated or otherwise modified from time to time.

         "Person" means any natural person, corporation, partnership, firm,
association, trust, government, governmental agency, limited liability company
or any other entity, whether acting in an individual, fiduciary or other
capacity.

         "Plan" means any Pension Plan or Welfare Plan.

         "Pledge Agreement" means, as the context may require, the Borrower
Pledge Agreement, the Holdco Pledge Agreement or the Subsidiary Pledge
Agreement.

         "Preferred Stock" means the Borrower's Senior Exchangeable
Preferred Stock.

         "Preferred Stock Sale" is defined in the third recital.

         "Pro Forma Balance Sheet" means the pro forma consolidated balance
sheet of the Borrower and its Subsidiaries, as of August 31, 1996, certified and
delivered by the chief financial or accounting Authorized Officer of the
Borrower on the Closing Date.

         "Purchasers" is defined in the second recital.


                                      -30-



<PAGE>



         "Quarterly Payment Date" means the last day of each of March, June,
September and December, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing with December 31, 1996.

         "Redemption" is defined in Section 7.2.6.

         "Refunded Swing Line Loans" is defined in clause (b) of Section 2.3.2.

         "Register" is defined in clause (b) of Section 2.8.

         "Registered Note" means a promissory note of the Borrower payable to
any Registered Noteholder, in the form of Exhibit A-5 hereto (as such promissory
note may be amended, endorsed or otherwise modified from time to time),
evidencing the aggregate Indebtedness of the Borrower to such Lender resulting
from outstanding Term Loans, and also means all other promissory notes accepted
from time to time in substitution therefor or renewal thereof.

         "Registered Noteholder" means any Lender that has been issued a
Registered Note.

         "Reimbursement Obligation" is defined in Section 2.6.3.

         "Release" means a "release", as such term is defined in CERCLA.

         "Replacement Notice" is defined in Section 4.11.

         "Replacement Lender" is defined in Section 4.11.

         "Required Lenders" means, at any time,

                  (a) prior to the date of the making of the Term-B Loans
         hereunder, Lenders having at least 51% of the sum of the Revolving Loan
         Commitments, the Additional Term-B Loan Commitments and the outstanding
         principal amount of Term-A Loans; and

                  (b) on and after the date of the making of the Term-B Loans
         hereunder, Lenders holding at least 51% of the Total Exposure Amount.

         "Resource Conservation and Recovery Act" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as in effect
from time to time.

         "Restatement Effective Date" means the date when all of the conditions
set forth in Section 5.1 shall have been satisfied.

         "Restricted Payments" is defined in Section 7.2.6.

                                      -31-



<PAGE>



         "Revolving Loan" is defined in Section 2.1.2.

         "Revolving Loan Commitment" is defined in clause (a) of Section 2.1.2.

         "Revolving Loan Commitment Amount" means, on any date, $30,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2.

         "Revolving Loan Commitment Termination Date" means the earliest of

                  (a)  the sixth anniversary of the Closing Date;

                  (b)  the date on which the Revolving Loan Commitment Amount is
         terminated in full or reduced to zero pursuant to Section 2.2; and

                  (c)  the date on which any Commitment Termination Event
         occurs.

         "Revolving Note" means a promissory note of the Borrower payable to any
Lender, substantially in the form of Exhibit A-1 hereto (as such promissory note
may be amended, endorsed or otherwise modified from time to time), evidencing
the aggregate Indebtedness of the Borrower to such Lender resulting from
outstanding Revolving Loans, and also means all other promissory notes accepted
from time to time in substitution therefor or renewal thereof.

         "Rust" is defined in the second recital.

         "S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill,
Inc.

         "Second Amendment Effective Date" means the date of effectiveness of
Amendment No. 2 pursuant to the terms thereof.

         "Security Agreement" means, as the context may require, the Borrower
Security Agreement or the Subsidiary Security Agreement.

         "Seller" is defined in the second recital.

         "Seller Note" is defined in the fourth recital.

         "Senior Note Indenture" means the Indenture entered into by and between
the Borrower and the trustee named therein, as in effect on the Second Amendment
Effective Date and as the same may be amended or otherwise modified from time to
time in accordance with the terms hereof and thereof.


                                      -32-



<PAGE>



         "Senior Notes" means the Borrower's senior unsecured notes due 2008, as
in effect on the Second Amendment Effective Date and as the same may be amended
or otherwise modified from time to time in accordance with the terms hereof and
thereof.

         "Shareholders Agreement" is defined in the Transaction Agreement.

         "Solvent" means, with respect to any Person on a particular date, that
on such date (a) the fair value of the property of such Person is greater than
the total amount of liabilities, including contingent liabilities, of such
Person, (b) the present fair salable value of the assets of such Person is not
less than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (c) such Person does
not intend to, and does not believe that it will, incur debts or liabilities
beyond such Person's ability to pay as such debts and liabilities mature, and
(d) such Person is not engaged in business or a transaction, and such person is
not about to engage in business or a transaction, for which such Person's
property would constitute an unreasonably small capital. The amount of
contingent liabilities at any time shall be computed as the amount that, in the
light of all the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured liability.

         "Stated Amount" of each Letter of Credit means the total amount
available to be drawn under such Letter of Credit upon the issuance thereof as
reduced in accordance with the terms thereof.

         "Stated Expiry Date" is defined in Section 2.6.

         "Stated Maturity Date" means, (a) in the case of any Revolving Loan or
Term-A Loan, the sixth anniversary of the Closing Date and (b) in the case of
any Term-B Loan, the Stated Maturity Date established pursuant to clause (b) of
Section 2.1.1.

         "Subsidiary" means, with respect to any Person, any corporation,
partnership or other business entity of which more than 50% of the outstanding
Capital Stock (or other ownership interest) having ordinary voting power to
elect a majority of the board of directors, managers or other voting members of
the governing body of such entity (irrespective of whether at the time Capital
Stock (or other ownership interests) of any other class or classes of such
entity shall or might have voting power upon the occurrence of any contingency)
is at the time directly or indirectly owned by such Person, by such Person and
one or more other Subsidiaries of such Person, or by one or more other
Subsidiaries of such Person.

         "Subsidiary Guarantor" means, on the Closing Date, each U.S. Subsidiary
of the Borrower, and thereafter, each U.S. Subsidiary of the Borrower that is
required, pursuant to clause (a) of Section 7.1.7, to execute and deliver a
supplement to the Subsidiary Guaranty.


                                      -33-



<PAGE>



         "Subsidiary Guaranty" means the Guaranty executed and delivered by each
Subsidiary Guarantor pursuant to the terms of this Agreement, substantially in
the form of Exhibit H hereto, as amended, supplemented, amended and restated or
otherwise modified from time to time.

         "Subsidiary Pledge Agreement" means the Pledge Agreement executed and
delivered by certain Subsidiaries of the Borrower pursuant to the terms of this
Agreement, as amended, supplemented, amended and restated or otherwise modified
from time to time.

         "Subsidiary Security Agreement" means the Security Agreement executed
and delivered by certain U.S. Subsidiaries of the Borrower pursuant to the terms
of this Agreement, substantially in the form of Exhibit F-2 hereto, as amended,
supplemented, amended and restated or otherwise modified from time to time.

         "Swing Line Lender" means BofA in its capacity as Swing Line Lender
hereunder.

         "Swing Line Loan" is defined in clause (b) of Section 2.1.2.

         "Swing Line Loan Commitment" is defined in clause (b) of Section 2.1.2.

         "Swing Line Loan Commitment Amount" means, on any date, $5,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2.

         "Swing Line Note" means a promissory note of the Borrower payable to
the Swing Line Lender, in the form of Exhibit A-4 hereto (as such promissory
note may be amended, endorsed or otherwise modified from time to time),
evidencing the aggregate Indebtedness of the Borrower to the Swing Line Lender
resulting from outstanding Swing Line Loans, and also means all other promissory
notes accepted from time to time in substitution therefor or renewal thereof.

         "Syndication Agent" is defined in the preamble and includes each other
Person as shall have subsequently been appointed as the successor Syndication
Agent by the predecessor Syndication Agent and the Borrower.

         "Taxes" is defined in Section 4.6.

         "Term-A Loans" is defined in clause (a) of the fifth recital.

         "Term-A Note" means a promissory note of the Borrower payable to the
order of any Lender, in the form of Exhibit A-2 hereto (as such promissory note
may be amended, endorsed or otherwise modified from time to time), evidencing
the aggregate Indebtedness of the Borrower to such Lender resulting from
outstanding Term-A Loans, and also means all other promissory notes accepted
from time to time in substitution therefor or renewal thereof.


                                      -34-



<PAGE>



         "Term-B Loan Commitment Amount" means the aggregate amount of all
Additional Term-B Loan Commitments established pursuant to clause (b) of Section
2.1.1.

         "Term-B Loan Commitment Termination Date" means the Term-B Loan
Commitment Termination Date established pursuant to clause (b) of Section 2.1.1.

         "Term-B Loans" means the Additional Term-B Loans, if any.

         "Term-B Note" means a promissory note of the Borrower payable to the
order of any Lender, in the form of Exhibit A-3 hereto (as such promissory note
may be amended, endorsed or otherwise modified from time to time), evidencing
the aggregate Indebtedness of the Borrower to such Lender resulting from
outstanding Term-B Loans, and also means all other promissory notes accepted
from time to time in substitution therefor or renewal thereof.

         "Term-C Loans" is defined in clause (a) of the fifth recital.

         "Term Loans" means, collectively, the Term-A Loans and the Term-B
Loans.

         "Total Exposure Amount" means, on any date of determination, the then
outstanding principal amount of all Term Loans and the then effective Revolving
Loan Commitment Amount.

         "Tranche" means, as the context may require, the Loans constituting
Term-A Loans, Term-B Loans, Revolving Loans or Swing Line Loans.

         "Transaction" means the Acquisition, the Merger, the Equity Issuance
and Contribution, the Preferred Stock Sale, the execution of this Agreement and
the making of the initial Credit Extension, and any and all transactions
relating to any of the foregoing.

         "Transaction Agreement" means the Amended and Restated Transaction
Agreement, dated as of September 18, 1996, among DLJ Merchant Banking Partners,
L.P., DLJ International Partners, C.V., DLJ Offshore Partners, C.V., DLJ
Merchant Banking Funding, Inc., Carlisle Enterprises, L.P., Holdco, the
Borrower, certain Subsidiaries of the Borrower, the Seller, Rust International
Inc., Rust and certain Subsidiaries of Rust, as amended, supplemented, amended
and restated or otherwise modified from time to time as permitted hereby or by
any other Loan Document.

         "Transitional Services Agreement" means the Transitional Services
Agreement, dated as of September 30, 1996, among the Borrower, WMX Technologies,
Inc., Rust International Inc. and the Seller, as amended, supplemented, amended
and restated or otherwise modified from time to time as permitted hereby or by
any other Loan Document.


                                      -35-



<PAGE>



         "type" means, relative to any Loan, the portion thereof, if any, being
maintained as a Base Rate Loan or a LIBO Rate Loan.

         "UCC" means the Uniform Commercial Code as in effect from time to time
in the State of New York.

         "United States" or "U.S." means the United States of America, its fifty
states and the District of Columbia.

         "U.S. Subsidiary" means any Subsidiary of the Borrower that is
incorporated or organized in or under the laws of the United States or any state
thereof.

         "Waiver" means an agreement in favor of the Agents for the benefit of
the Lenders in form and substance reasonably satisfactory to the Agents.

         "Welfare Plan" means a "welfare plan", as such term is defined in
section 3(1) of ERISA, and to which the Borrower has any liability.

         "wholly-owned Subsidiary" shall mean, with respect to any Person, any
Subsidiary of such Person all of the Capital Stock (and all rights and options
to purchase such Capital Stock) of which, other than directors' qualifying
shares, are owned, beneficially and of record, by such Person and/or one or more
wholly-owned Subsidiaries of such Person.

         SECTION 1.2. Use of Defined Terms. Unless otherwise defined or the
context otherwise requires, terms for which meanings are provided in this
Agreement shall have such meanings when used in the Disclosure Schedule and in
each other Loan Document, notice and other communication delivered from time to
time in connection with this Agreement or any other Loan Document.

         SECTION 1.3. Cross-References. Unless otherwise specified, references
in this Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other Loan
Document, as the case may be, and, unless otherwise specified, references in any
Article, Section or definition to any clause are references to such clause of
such Article, Section or definition.

         SECTION 1.4.  Accounting and Financial Determinations.

                  (a) Unless otherwise specified, all accounting terms used
         herein or in any other Loan Document shall be interpreted, all
         accounting determinations and computations hereunder or thereunder
         (including under Section 7.2.4) shall be made, and all financial
         statements required to be delivered hereunder or thereunder shall be
         prepared, in accordance with those generally accepted accounting
         principles ("GAAP"), as in effect

                                      -36-



<PAGE>



         on December 31, 1995, applied in the preparation of the audited
         financial statements referred to in Section 7.1.13.

                  (b) For purposes of computing the Fixed Charge Coverage Ratio,
         Interest Coverage Ratio and Leverage Ratio as of the end of any Fiscal
         Quarter, (i) EBITDA for the period of four Fiscal Quarters ending at
         the end of such Fiscal Quarter shall include (x) EBITDA for such period
         of four Fiscal Quarters (determined without regard to this clause (b))
         plus (y) with respect to any business or assets that have been acquired
         by the Borrower or any of its Subsidiaries, including through mergers
         or consolidations, after the first day of such period of four Fiscal
         Quarters and prior to the end of such period, EBITDA of such business
         or assets for the period from the first day of such period of four
         Fiscal Quarters until the date of such acquisition, (ii) the
         acquisition of any business or assets that has been made by the
         Borrower or any of its Subsidiaries, including through mergers or
         consolidations and including any related financing transactions after
         the first day of the applicable period of four Fiscal Quarters and on
         or prior to the end of such period, shall give pro forma effect to
         financing transactions in connection with the acquisition of such
         business or assets, as if such acquisition had occurred at the
         beginning of the applicable period of four Fiscal Quarters and (iii)
         EBITDA and expenses attributable to discontinued operations as
         determined in accordance with GAAP, and operations, businesses and
         assets disposed of prior to the end of such period of four Fiscal
         Quarters, shall be excluded. For purposes of the foregoing clause (i),
         EBITDA attributable to any business or assets acquired by the Borrower
         or any Subsidiary (including, without limitation, any cost savings and
         the like resulting from such acquisition) shall be calculated on a pro
         forma basis for the applicable period of four Fiscal Quarters in
         accordance with Regulation S- X promulgated under the Securities Act of
         1933, as amended.


                                   ARTICLE II

                 COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES,
                           NOTES AND LETTERS OF CREDIT

         SECTION 2.1.  Commitments.  On the terms and subject to the conditions
of this Agreement (including Sections 2.1.4, 2.1.5 and Article V),

                  (a) each Lender severally agrees to the continuation of Term-A
         Loans and to make Loans (other than Swing Line Loans) pursuant to the
         Commitments, and the Swing Line Lender agrees to make Swing Line Loans
         pursuant to the Swing Line Loan Commitment, in each case as described
         in this Section 2.1; and


                                      -37-



<PAGE>



                  (b) each Issuer severally agrees that it will issue Letters of
         Credit pursuant to Section 2.1.3, and each other Lender that has a
         Revolving Loan Commitment severally agrees that it will purchase
         participation interests in such Letters of Credit pursuant to Section
         2.6.1.

         SECTION 2.1.2.  Term Loan Commitments.

                  (a) Each of the parties hereto acknowledges and agrees that
         the Term-A Loans shall continue as Term Loans for all purposes under
         this Agreement and the other Loan Documents. No amounts paid or prepaid
         with respect to Term-A Loans may be reborrowed.

                  (b) In addition, at any time that no Default has occurred and
         is continuing, and subject to compliance by the Borrower with the terms
         of Section 5.3 (which includes, among other things, obtaining the
         consent of the Lenders holding 51% of the outstanding Term-A Loans and
         the Revolving Loan Commitments to the Borrowing of Additional Term-B
         Loans on the Delayed Draw Date), the Borrower may notify the Agents
         that the Borrower is requesting that, on the terms and subject to the
         conditions contained in this Agreement, the Lenders and/or other
         financial institutions not then a party to this Agreement that are
         satisfactory to the Agents and the Issuer provide up to an aggregate
         amount of $30,000,000 in additional term loan commitments (with the
         commitment of each such Lender and/or other financial institution
         described in this clause (b) herein referred to as its "Additional
         Term-B Loan Commitment"). Upon receipt of such notice, the Syndication
         Agent shall use its best commercially reasonable efforts to arrange for
         the Lenders or other financial institutions to provide such Additional
         Term-B Loan Commitments; provided that the Syndication Agent will first
         offer each of the Lenders that then has Term-A Loans outstanding a pro
         rata portion of any such Additional Term-B Loan Commitment.
         Alternatively, any Lender may commit to provide the full amount of the
         requested Additional Term-B Loan Commitments and then offer portions of
         such Additional Term-B Loan Commitment to the Lenders having Term-A
         Loans outstanding, pro rata in proportion to their Term-A Loans
         outstanding. Nothing contained in this clause (b) or otherwise in this
         Agreement is intended to commit any Lender or any Agent to provide any
         portion of any such Additional Term-B Loan Commitments. If and to the
         extent that any Lenders and/or other financial institutions agree, in
         their sole discretion, to provide any such Additional Term-B Loan
         Commitments and make additional term loans (relative to such Lender
         and/or financial institution, its "Additional Term-B Loans"), (i)
         subject to the next sentence, the amount, amortization, Applicable
         Margin, Stated Maturity Date and Term-B Loan Commitment Termination
         Date of the Additional Term-B Loan Commitments agreed to be so provided
         shall be established, (ii) the Percentages of the respective Lenders in
         respect of the Additional Term-B Loan Commitments shall be set forth on
         Schedule II hereto, (iii) at such time and in such manner as the
         Borrower and

                                      -38-



<PAGE>



         the Syndication Agent shall agree, each Lender that has a Percentage in
         excess of zero of the Additional Term-B Loan Commitments will make its
         Additional Term-B Loan to the Borrower in an amount not to exceed such
         Lender's Percentage with respect to the Additional Term-B Loan
         Commitments in accordance with Section 2.3.1 and (iv) the Borrower
         shall execute and deliver any Term-B Notes or other amendments or
         modifications to this Agreement or any other Loan Document as the
         Agents may reasonably request. The terms and conditions applicable to
         such Additional Term-B Loan Commitment shall be set forth in an
         addendum to this Agreement (the "Additional Term-B Loan Commitment
         Addendum") among the Borrower, one or more Lenders and/or other
         financial institutions and the Agents, in form and substance reasonably
         satisfactory to the Agents, but in no event shall (i) the Term-B Loan
         Commitment Amount thereunder exceed $30,000,000, (ii) the annual
         amortization installments thereunder prior to the Stated Maturity Date
         for Term-A Loans exceed 1% of the aggregate amount of the Additional
         Term-B Loans borrowed on the Delayed Draw Date and (iii) the Stated
         Maturity Date for Term-B Loans set forth therein be earlier than one
         year after the Stated Maturity Date for Term-A Loans. In no event shall
         any Commitment Amount or the Percentage of any Lender be increased
         without the written consent of such Lender. Proceeds of any Additional
         Term-B Loans shall be available for working capital and general
         corporate purposes of the Borrower and its Subsidiaries and for
         Investments to the extent permitted to be made pursuant to clause (i)
         of Section 7.2.5. No amounts paid or prepaid with respect to Additional
         Term-B Loans may be reborrowed.

         SECTION 2.1.3. Revolving Loan Commitment and Swing Line Loan
Commitment. Subject to compliance by the Borrower with the terms of Section
2.1.4, 5.2 and (in the case of Swing Line Loans only) 5.1, the Revolving Loans
and Swing Line Loans will be made as set forth below:

                  (a) From time to time on any Business Day occurring
         concurrently with (or after) the Closing Date but prior to the
         Revolving Loan Commitment Termination Date, each Lender that has a
         Percentage of the Revolving Loan Commitment in excess of zero will make
         loans (relative to such Lender, its "Revolving Loans") to the Borrower
         equal to such Lender's Percentage of the aggregate amount of the
         Borrowing of the Revolving Loans requested by the Borrower to be made
         on such day. The Commitment of each Lender described in this clause (a)
         is herein referred to as its "Revolving Loan Commitment". On the terms
         and subject to the conditions hereof, the Borrower may from time to
         time borrow, prepay and reborrow Revolving Loans.

                  (b) From time to time on any Business Day occurring
         concurrently with (or after) the Restatement Effective Date but prior
         to the Revolving Loan Commitment Termination Date, the Swing Line
         Lender will make a loan (a "Swing Line Loan") to the Borrower equal to
         the principal amount of the Swing Line Loan requested by the

                                      -39-



<PAGE>



         Borrower to be made on such day. The Commitment of the Swing Line
         Lender described in this clause (b) is herein referred to as its "Swing
         Line Loan Commitment". On the terms and subject to the conditions
         hereof, the Borrower may from time to time borrow, prepay and reborrow
         Swing Line Loans.

         SECTION 2.1.4. Letter of Credit Commitment. Subject to compliance by
the Borrower with the terms of Section 2.1.5 and Section 5.2, from time to time
on any Business Day occurring concurrently with (or after) the Closing Date but
prior to the Revolving Loan Commitment Termination Date, the Issuer will

                  (a) issue one or more standby or performance letters of credit
         (each referred to as a "Letter of Credit") for the account of the
         Borrower in the Stated Amount requested by the Borrower on such day; or

                  (b) extend the Stated Expiry Date of an existing standby or
         performance Letter of Credit previously issued hereunder to a date not
         later than the earlier of (x) the Revolving Loan Commitment Termination
         Date and (y) one year from the date of such extension.

         SECTION 2.1.5. Lenders Not Permitted or Required To Make the Loans. No
Lender shall be permitted or required to, and the Borrower shall not request
that any Lender to, make

                  (a) any Additional Term-B Loan if, after giving effect
         thereto, the aggregate original principal amount of all Additional
         Term-B Loans of such Lender would exceed such Lender's Percentage of
         the Term-B Loan Commitment Amount;

                  (b) any Revolving Loan if, after giving effect thereto, the
         aggregate outstanding principal amount of all the Revolving Loans of
         such Lender, together with such Lender's Percentage of the aggregate
         amount of all Letter of Credit Outstandings, and such Lender's
         Percentage of the outstanding principal amount of all Swing Line Loans,
         would exceed such Lender's Percentage of the lesser of (x) the
         Revolving Loan Commitment Amount and (y) the then existing Borrowing
         Base Amount; or

                  (c) any Swing Line Loan if, after giving effect thereto, the
         aggregate outstanding principal amount of all Swing Line Loans would
         exceed the Swing Line Loan Commitment Amount.

         SECTION 2.1.6. Issuer Not Permitted or Required to Issue Letters of
Credit. No Issuer shall be permitted or required to issue any Letter of Credit
if, after giving effect thereto, (a) the aggregate amount of all Letter of
Credit Outstandings would exceed the Letter of Credit Commitment Amount or (b)
the sum of the aggregate amount of all Letter of Credit Outstandings plus the
aggregate principal amount of all Revolving Loans and Swing Line

                                      -40-



<PAGE>



Loans then outstanding would exceed the lesser of (x) the Revolving Loan
Commitment Amount and (y) the then existing Borrowing Base Amount.

         SECTION 2.2. Reduction of the Commitment Amounts. The Commitment
Amounts are subject to reductions from time to time pursuant to this Section
2.2.

         SECTION 2.2.1. Optional. The Borrower may, from time to time on any
Business Day occurring after the time of the initial Credit Extension hereunder,
voluntarily reduce the Letter of Credit Commitment Amount or the Revolving Loan
Commitment Amount; provided, however, that all such reductions shall require at
least three Business Days' prior notice to the Administrative Agent and be
permanent, and any partial reduction of any Commitment Amount shall be in a
minimum amount of $1,000,000 and in an integral multiple of $500,000. Any such
reduction of the Revolving Loan Commitment Amount which reduces the Revolving
Loan Commitment Amount below the Letter of Credit Commitment Amount or the Swing
Line Loan Commitment Amount shall result in an automatic and corresponding
reduction of the Letter of Credit Commitment Amount or the Swing Line Loan
Commitment Amount, as the case may be (as directed by the Borrower in a notice
to the Administrative Agent delivered together with the notice of such voluntary
reduction in the Revolving Loan Commitment Amount), to an aggregate amount not
in excess of the Revolving Loan Commitment Amount, as so reduced, without any
further action on the part of the Issuer or the Swing Line Lender.

         SECTION 2.2.2. Mandatory. Following the prepayment in full of the Term
Loans, the Revolving Loan Commitment Amount shall, without any further action,
automatically and permanently be reduced on the date the Term Loans would
otherwise have been required to be prepaid on account of any Net Disposition
Proceeds, Net Debt Proceeds, Excess Cash Flow, Net Equity Proceeds or Casualty
Proceeds, in an amount equal to the amount by which the Term Loans would
otherwise have been required to be prepaid if Term Loans had been outstanding.
Any such reduction of the Revolving Loan Commitment Amount which reduces the
Revolving Loan Commitment Amount below the Letter of Credit Commitment Amount
shall result in an automatic and corresponding reduction of the Letter of Credit
Commitment Amount (as directed by the Borrower in a notice to the Administrative
Agent) to an aggregate amount not in excess of the Revolving Loan Commitment
Amount, as so reduced, without any further action on the part of the Issuer.

         SECTION 2.3. Borrowing Procedures and Funding Maintenance. Loans (other
than Swing Line Loans) shall be made by the Lenders in accordance with Section
2.3.1, and Swing Line Loans shall be made by the Swing Line Lender in accordance
with Section 2.3.2.

         SECTION 2.3.1. Term Loans and Revolving Loans. By delivering a
Borrowing Request to the Administrative Agent on or before 12:00 noon, New York
time, on a Business Day, the Borrower may from time to time irrevocably request,
on not less than one Business Day's notice (in the case of Base Rate Loans) or
three Business Days' notice (in the case of

                                      -41-



<PAGE>



LIBO Rate Loans) nor more than five Business Days' notice (in the case of any
Loans), that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum
amount of $1,000,000 and an integral multiple of $500,000, and in the case of
Base Rate Loans, in a minimum amount of $500,000 and an integral multiple
thereof, or, in either case, in the unused amount of the applicable Commitment.
No Borrowing Request shall be required, and the minimum aggregate amounts
specified under this Section 2.3.1 shall not apply, in the case of Revolving
Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans
or deemed made under Section 2.6.2 in respect of unreimbursed Disbursements. On
the terms and subject to the conditions of this Agreement, each Borrowing shall
be comprised of the type of Loans, and shall be made on the Business Day,
specified in such Borrowing Request. On or before 11:00 a.m., New York time, on
such Business Day each Lender shall deposit with the Administrative Agent same
day funds in an amount equal to such Lender's Percentage of the requested
Borrowing. Such deposit will be made to an account which the Administrative
Agent shall specify from time to time by notice to the Lenders. To the extent
funds are received from the Lenders, the Administrative Agent shall make such
funds available to the Borrower by wire transfer to the accounts the Borrower
shall have specified in its Borrowing Request. No Lender's obligation to make
any Loan shall be affected by any other Lender's failure to make any Loan.

         SECTION 2.3.2. Swing Line Loans. (a) By telephonic notice, promptly
followed (within one Business Day) by the delivery of a confirming Borrowing
Request, to the Swing Line Lender on or before 1:00 p.m., New York City time, on
the Business Day the proposed Swing Line Loan is to be made, the Borrower may
from time to time irrevocably request that a Swing Line Loan be made by the
Swing Line Lender in a minimum principal amount of $50,000 or any larger
integral multiple of $10,000. All Swing Line Loans shall be made as Base Rate
Loans and shall not be entitled to be converted into LIBO Rate Loans. The
proceeds of each Swing Line Loan shall be made available by the Swing Line
Lender, by 2:00 p.m., New York City time, on the Business Day telephonic notice
is received by it as provided in this clause (a), to the Borrower by wire
transfer to the account the Borrower shall have specified in its notice
therefor.

         (b) If any Default shall occur and be continuing, each Lender with a
Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees
that it will, at the request of the Swing Line Lender and upon notice from the
Administrative Agent, unless such Swing Line Loan shall have been earlier
repaid, make a Revolving Loan (which shall initially be funded as a Base Rate
Loan) in an amount equal to such Lender's Percentage in respect of the Revolving
Loans of the aggregate principal amount of all such Swing Line Loans then
outstanding (such outstanding Swing Line Loans hereinafter referred to as the
"Refunded Swing Line Loans"); provided, that the Swing Line Lender shall not
request, and no Lender with a Revolving Loan Commitment shall make, any Refunded
Swing Line Loan if, after giving effect to the making of such Refunded Swing
Line Loan, the sum of all Swing Line Loans and Revolving Loans made by such
Lender, plus such Lender's Percentage of the

                                      -42-



<PAGE>



aggregate amount of all Letter of Credit Outstandings, would exceed such
Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or
before 12:00 noon (New York time) on the first Business Day following receipt by
each Lender of a request to make Revolving Loans as provided in the preceding
sentence, each such Lender with a Revolving Loan Commitment shall deposit in an
account specified by the Swing Line Lender the amount so requested in same day
funds and such funds shall be applied by the Swing Line Lender to repay the
Refunded Swing Line Loans. At the time the aforementioned Lenders make the above
referenced Revolving Loans, the Swing Line Lender shall be deemed to have made,
in consideration of the making of the Refunded Swing Line Loans, a Revolving
Loan in an amount equal to the Swing Line Lender's Percentage in respect of the
Revolving Loans of the aggregate principal amount of the Refunded Swing Line
Loans. Upon the making (or deemed making, in the case of the Swing Line Lender)
of any Revolving Loans pursuant to this clause (b), the amount so funded shall
become outstanding under such Lender's Revolving Note and shall no longer be
owed under the Swing Line Note. All interest payable with respect to any
Revolving Loans made (or deemed made, in the case of the Swing Line Lender)
pursuant to this clause (b) shall be appropriately adjusted to reflect the
period of time during which the Swing Line Lender had outstanding Swing Line
Loans in respect of which such Revolving Loans were made. Each Lender's
obligation (in the case of Lenders with a Revolving Loan Commitment) to make the
Revolving Loans referred to in this clause (b) shall be absolute and
unconditional and shall not be affected by any circumstance, including, without
limitation, (i) 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; (ii) the occurrence or continuance of
any Default; (iii) any adverse change in the condition (financial or otherwise)
of the Borrower; (iv) the acceleration or maturity of any Loans or the
termination of any Commitment after the making of any Swing Line Loan; (v) any
breach of this Agreement or any other Loan Document by the Borrower or any
Lender; or (vi) any other circumstance, happening or event whatsoever, whether
or not similar to any of the foregoing.

         (c) In the event that the Borrower or any other Obligor is subject to
any bankruptcy or insolvency proceedings as provided in Section 8.1.9, or if for
any other reason Revolving Loans cannot be made or are unavailable, each Lender
with a Revolving Loan Commitment shall acquire without recourse or warranty an
undivided participation interest equal to such Lender's Percentage in respect of
the Revolving Loans of any Swing Line Loan otherwise required to be repaid by
such Lender pursuant to the preceding clause by paying to the Swing Line Lender
on the date on which such Lender would otherwise have been required to make a
Revolving Loan in respect of such Swing Line Loan pursuant to the preceding
clause, in same day funds, an amount equal to such Lender's Percentage in
respect of the Revolving Loans of such Swing Line Loan, and no Revolving Loans
shall be made by such Lender pursuant to the preceding clause. From and after
the date on which any Lender purchases an undivided participation interest in a
Swing Line Loan pursuant to this clause, the Swing Line Lender shall distribute
to such Lender (appropriately adjusted, in the case of interest payments, to
reflect

                                      -43-



<PAGE>



the period of time during which such Lender's participation interest is
outstanding and funded) its ratable amount of all payments of principal and
interest in respect of such Swing Line Loan in like funds as received; provided,
however, that in the event such payment received by the Swing Line Lender is
required to be returned to the Borrower, such Lender shall return to the Swing
Line Lender the portion of any amounts which such Lender had received from the
Swing Line Lender in like funds.

         SECTION 2.4. Continuation and Conversion Elections. By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 12:00
noon, New York time, on a Business Day, the Borrower may from time to time
irrevocably elect, on not less than one Business Day's notice (in the case of a
conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days' notice
(in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate
Loans into LIBO Rate Loans) nor more than five Business Days' notice (in the
case of any Loans) that all, or any portion in an aggregate minimum amount of
$1,000,000 and an integral multiple of $500,000, in the case of the continuation
of, or conversion into, LIBO Rate Loans, or an aggregate minimum amount of
$500,000 and an integral multiple thereof, in the case of the conversion into
Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate
Loans or, in the case of LIBO Rate Loans, be converted into Base Rate Loans or
continued as LIBO Rate Loans (in the absence of delivery of a
Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three
Business Days before the last day of the then current Interest Period with
respect thereto, such LIBO Rate Loan shall, on such last day, automatically
convert to a Base Rate Loan); provided, however, that (x) each such conversion
or continuation shall be pro rated among the applicable outstanding Loans of the
relevant Lenders, and (y) no portion of the outstanding principal amount of any
Loans may be continued as, or be converted into, LIBO Rate Loans when any
Default has occurred and is continuing.

         SECTION 2.5. Funding. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert LIBO Rate Loans hereunder by causing one
of its foreign branches or Affiliates (or an international banking facility
created by such Lender) to make or maintain such LIBO Rate Loan, so long as such
action does not result in increased costs to the Borrower; provided, however,
that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be
held by such Lender, and the obligation of the Borrower to repay such LIBO Rate
Loan shall nevertheless be to such Lender for the account of such foreign
branch, Affiliate or international banking facility; and provided, further,
however, that, except for purposes of determining whether any such increased
costs are payable by the Borrower, such Lender shall cause such foreign branch,
Affiliate or international banking facility to comply with the applicable
provisions of clause (b) of Section 4.6 with respect to such LIBO Rate Loan. In
addition, the Borrower hereby consents and agrees that, for purposes of any
determination to be made for purposes of Section 4.1, 4.2, 4.3 or 4.4, it shall
be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by
purchasing Dollar deposits in its LIBOR Office's interbank eurodollar market.

                                      -44-



<PAGE>



         SECTION 2.6. Issuance Procedures. By delivering to the Administrative
Agent an Issuance Request on or before 12:00 noon, New York time, on a Business
Day, the Borrower may, from time to time irrevocably request, on not less than
three nor more than ten Business Days' notice (or such shorter or longer notice
as may be acceptable to the Issuer), in the case of an initial issuance of a
Letter of Credit, and not less than three nor more than ten Business Days'
notice (unless a shorter or longer notice period is acceptable to the Issuer)
prior to the then existing Stated Expiry Date of a Letter of Credit, in the case
of a request for the extension of the Stated Expiry Date of a Letter of Credit,
that the Issuer issue, or extend the Stated Expiry Date of, as the case may be,
an irrevocable Letter of Credit on behalf of the Borrower (whether issued for
the account of or on behalf of the Borrower or any of its Subsidiaries) in such
form as may be requested by the Borrower and approved by the Issuer, solely for
the purposes described in Section 7.1.9. Notwithstanding anything to the
contrary contained herein or in any separate application for any Letter of
Credit, the Borrower hereby acknowledges and agrees that it shall be obligated
to reimburse the Issuer upon each Disbursement of a Letter of Credit, and it
shall be deemed to be the obligor for purposes of each such Letter of Credit
issued hereunder (whether the account party on such Letter of Credit is the
Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request,
the Administrative Agent shall promptly notify the Issuer and each Lender
thereof. Each Letter of Credit shall by its terms be stated to expire on a date
(its "Stated Expiry Date") no later than the earlier to occur of (i) the
Revolving Loan Commitment Termination Date or (ii) one year from the date of its
issuance. The Issuer will make available to the beneficiary thereof the original
of each Letter of Credit which it issues hereunder.

         SECTION 2.6.1. Other Lenders' Participation. Upon the issuance of each
Letter of Credit issued by the Issuer pursuant hereto, and without further
action, each Lender (other than the Issuer) that has a Revolving Loan Commitment
shall be deemed to have irrevocably purchased from the Issuer, to the extent of
its Percentage in respect of Revolving Loans, and the Issuer shall be deemed to
have irrevocably granted and sold to such Lender a participation interest in
such Letter of Credit (including the Contingent Liability and any Reimbursement
Obligation and all rights with respect thereto), and such Lender shall, to the
extent of its Percentage in respect of Revolving Loans, be responsible for
reimbursing promptly (and in any event within one Business Day) the Issuer for
Reimbursement Obligations which have not been reimbursed by the Borrower in
accordance with Section 2.6.3. In addition, such Lender shall, to the extent of
its Percentage in respect of Revolving Loans, be entitled to receive a ratable
portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with
respect to each Letter of Credit and of interest payable pursuant to Section 3.2
with respect to any Reimbursement Obligation. To the extent that any Lender has
reimbursed the Issuer for a Disbursement as required by this Section, such
Lender shall be entitled to receive its ratable portion of any amounts
subsequently received (from the Borrower or otherwise) in respect of such
Disbursement.


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         SECTION 2.6.2. Disbursements; Conversion to Revolving Loans. The Issuer
will notify the Borrower and the Administrative Agent promptly of the
presentment for payment of any drawing under any Letter of Credit issued by the
Issuer, together with notice of the date (the "Disbursement Date") such payment
shall be made (each such payment, a "Disbursement"). Subject to the terms and
provisions of such Letter of Credit and this Agreement, the Issuer shall make
such payment to the beneficiary (or its designee) of such Letter of Credit.
Prior to 12:00 noon, New York time, on the first Business Day following the
Disbursement Date (the "Disbursement Due Date"), the Borrower will reimburse the
Administrative Agent, for the account of the Issuer, for all amounts which the
Issuer has disbursed under such Letter of Credit, together with interest thereon
at the rate per annum otherwise applicable to Revolving Loans (made as Base Rate
Loans) from and including the Disbursement Date to but excluding the
Disbursement Due Date and, thereafter (unless such Disbursement is converted
into a Base Rate Loan on the Disbursement Due Date), at a rate per annum equal
to the rate per annum then in effect with respect to overdue Revolving Loans
(made as Base Rate Loans) pursuant to Section 3.2.2 for the period from the
Disbursement Due Date through the date of such reimbursement; provided, however,
that, if no Default shall have then occurred and be continuing, unless the
Borrower has notified the Administrative Agent no later than one Business Day
prior to the Disbursement Due Date that it will reimburse the Issuer for the
applicable Disbursement, then the amount of the Disbursement shall be deemed to
be a Borrowing of Revolving Loans constituting a Base Rate Loan and following
the giving of notice thereof by the Administrative Agent to the Lenders, each
Lender with a Revolving Loan Commitment (other than the Issuer) will deliver to
the Issuer on the Disbursement Due Date immediately available funds in an amount
equal to such Lender's Percentage of such Borrowing. Each conversion of
Disbursement amounts into Revolving Loans shall constitute a representation and
warranty by the Borrower that on the date of the making of such Revolving Loans
all of the statements set forth in Section 5.2.1 are true and correct.

         SECTION 2.6.3. Reimbursement. The obligation (a "Reimbursement
Obligation") of the Borrower under Section 2.6.2 to reimburse the Issuer with
respect to each Disbursement (including interest thereon) not converted into a
Base Rate Loan pursuant to Section 2.6.2, and, upon the failure of the Borrower
to reimburse the Issuer and the giving of notice thereof by the Administrative
Agent to the Lenders, each Lender's (to the extent it has a Revolving Loan
Commitment) obligation under Section 2.6.1 to reimburse the Issuer or fund its
Percentage of any Disbursement converted into a Base Rate Loan, shall be
absolute and unconditional under any and all circumstances and irrespective of
any setoff, counterclaim or defense to payment which the Borrower or such
Lender, as the case may be, may have or have had against the Issuer or any such
Lender, including any defense based upon the failure of any Disbursement to
conform to the terms of the applicable Letter of Credit (if, in the Issuer's
good faith opinion, such Disbursement is determined to be appropriate) or any
non-application or misapplication by the beneficiary of the proceeds of such
Letter of Credit; provided, however, that after paying in full its Reimbursement
Obligation hereunder, nothing herein shall

                                      -46-



<PAGE>



adversely affect the right of the Borrower or such Lender, as the case may be,
to commence any proceeding against the Issuer for any wrongful Disbursement made
by the Issuer under a Letter of Credit as a result of acts or omissions
constituting gross negligence or willful misconduct on the part of the Issuer.

         SECTION 2.6.4. Deemed Disbursements. Upon the occurrence and during the
continuation of any Event of Default of the type described in clauses (b)
through (d) of Section 8.1.9 with respect to any Obligor (other than immaterial
Subsidiaries) or, with notice from the Administrative Agent acting at the
direction of the Required Lenders, upon the occurrence and during the
continuation of any other Event of Default,

                  (a) an amount equal to that portion of all Letter of Credit
         Outstandings attributable to the then aggregate amount which is undrawn
         and available under all Letters of Credit issued and outstanding shall,
         without demand upon or notice to the Borrower or any other Person, be
         deemed to have been paid or disbursed by the Issuer under such Letters
         of Credit (notwithstanding that such amount may not in fact have been
         so paid or disbursed); and

                  (b) upon notification by the Administrative Agent to the
         Borrower of its obligations under this Section, the Borrower shall be
         immediately obligated to reimburse the Issuer for the amount deemed to
         have been so paid or disbursed by the Issuer.

Any amounts so payable by the Borrower pursuant to this Section shall be
deposited in cash with the Administrative Agent and held as collateral security
for the Obligations in connection with the Letters of Credit issued by the
Issuer. At such time as the Events of Default giving rise to the deemed
disbursements hereunder shall have been cured or waived, the Administrative
Agent shall return to the Borrower all amounts then on deposit with the
Administrative Agent pursuant to this Section, together with accrued interest at
the Federal Funds Rate, which have not been applied to the satisfaction of such
Obligations.

         SECTION 2.6.5. Nature of Reimbursement Obligations. The Borrower and,
to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan
Commitment, shall assume all risks of the acts, omissions or misuse of any
Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of
its own gross negligence or willful misconduct) shall not be responsible for:

                  (a) the form, validity, sufficiency, accuracy, genuineness or
         legal effect of any Letter of Credit or any document submitted by any
         party in connection with the application for and issuance of a Letter
         of Credit, even if it should in fact prove to be in any or all respects
         invalid, insufficient, inaccurate, fraudulent or forged;


                                      -47-



<PAGE>



                  (b) the form, validity, sufficiency, accuracy, genuineness or
         legal effect of any instrument transferring or assigning or purporting
         to transfer or assign a Letter of Credit or the rights or benefits
         thereunder or the proceeds thereof in whole or in part, which may prove
         to be invalid or ineffective for any reason;

                  (c) failure of the beneficiary to comply fully with conditions
          required in order to demand payment under a Letter of Credit;

                  (d) errors, omissions, interruptions or delays in transmission
          or delivery of any messages, by mail, cable, telegraph, telex or
          otherwise; or

                  (e) any loss or delay in the transmission or otherwise of any
         document or draft required in order to make a Disbursement under a
         Letter of Credit.

None of the foregoing shall affect, impair or prevent the vesting of any of the
rights or powers granted to the Issuer or any Lender with a Revolving Loan
Commitment hereunder. In furtherance and extension and not in limitation or
derogation of any of the foregoing, any action taken or omitted to be taken by
the Issuer in good faith (and not constituting gross negligence or willful
misconduct) shall be binding upon the Borrower, each Obligor and each such
Lender, and shall not put the Issuer under any resulting liability to the
Borrower, any Obligor or any such Lender, as the case may be.

         SECTION 2.7. Notes. Each Lender's Loans under a Commitment shall be
evidenced by a Note payable to the order of such Lender in a maximum principal
amount equal to such Lender's Percentage of the original applicable Commitment
Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause
to be made) appropriate notations on the grid attached to such Lender's Notes
(or on any continuation of such grid), which notations, if made, shall evidence,
inter alia, the date of, the outstanding principal of, and the interest rate and
Interest Period applicable to the Loans evidenced thereby. Such notations shall
be conclusive and binding on the Borrower absent manifest error; provided,
however, that the failure of any Lender to make any such notations shall not
limit or otherwise affect any Obligations of the Borrower or any other Obligor.

         SECTION 2.8. Registered Notes. (a) Any Non-U.S. Lender that could
become completely exempt from withholding of any Taxes in respect of payment of
any interest due to such Non-U.S. Lender under this Agreement if the Notes held
by such Lender were in registered form for U.S. Federal income tax purposes may
request the Borrower (through the Administrative Agent), and the Borrower agrees
(i) to exchange for any Notes held by such Lender, or (ii) to issue to such
Lender on the date it becomes a Lender, promissory notes(s) registered as
provided in clause (b) of this Section 2.8 (each, a "Registered Note", to be in
substantially the form of Exhibit A-6 hereto). Registered Notes may not be
exchanged for Notes that are not Registered Notes.

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<PAGE>



         (b) The Borrower shall maintain, or cause to be maintained, a register
(the "Register") (which, at the request of the Borrower, shall be kept by the
Administrative Agent on behalf of the Borrower at no extra charge to the
Borrower at the address to which notices to the Administrative Agent are to be
sent under this Agreement) on which it enters the name of the registered owner
of the Non-U.S. Lender's Obligation(s) evidenced by a Registered Note.

         (c) The Register shall be available for inspection by the Borrower and
any Lender at any reasonable time upon reasonable prior notice.


                                   ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

         SECTION 3.1.  Repayments and Prepayments; Application.

         SECTION 3.1.1. Repayments and Prepayments. The Borrower shall repay in
full the unpaid principal amount of each Loan upon the Stated Maturity Date
therefor. Prior thereto, the Borrower

                  (a) may, from time to time on any Business Day, make a
         voluntary prepayment, in whole or in part, of the outstanding principal
         amount of any

                           (i)  Loans (other than Swing Line Loans); provided,
                  however, that

                                    (A) any such prepayment of the Term-A Loans
                           or Term-B Loans shall be made pro rata among Term-A
                           Loans and Term-B Loans, as applicable, of the same
                           type and if applicable, having the same Interest
                           Period of all Lenders that have made such Term-A
                           Loans or Term-B Loans, and any such prepayment of
                           Revolving Loans shall be made pro rata among the
                           Revolving Loans of the same type and, if applicable,
                           having the same Interest Period of all Lenders that
                           have made such Revolving Loans;

                                    (B) the Borrower shall comply with Section
                           4.4 in the event that any LIBO Rate Loan is prepaid
                           on any day other than the last day of the Interest
                           Period for such Loan;

                                    (C) all such voluntary prepayments shall
                           require at least one Business Day's notice in the
                           case of Base Rate Loans, three Business Days' notice
                           in the case of LIBO Rate Loans, but no more than five

                                      -49-



<PAGE>



                           Business Days' notice in the case of any Loans, in
                           each case in writing to the Administrative Agent; and

                                    (D) all such voluntary partial prepayments
                           shall be, in the case of LIBO Rate Loans, in an
                           aggregate minimum amount of $1,000,000 and an
                           integral multiple of $500,000 and, in the case of
                           Base Rate Loans, in an aggregate minimum amount of
                           $500,000 and an integral multiple of $500,000; or

                      (ii) Swing Line Loans, provided that

                                    (A) all such voluntary prepayments shall
                           require prior telephonic notice to the Swing Line
                           Lender on or before 1:00 p.m., New York City time, on
                           the day of such prepayment (such notice to be
                           confirmed in writing by the Borrower within 24 hours
                           thereafter); and

                                    (B) all such voluntary partial prepayments
                           shall be in an aggregate amount of $50,000 and
                           integral multiples of $10,000 or in the aggregate
                           principal amount of all Swing Line Loans then
                           outstanding;

                  (b) shall, on each date when any reduction in the then
         existing Borrowing Base Amount shall become effective, make a mandatory
         prepayment of Revolving Loans or Swing Line Loans (or both) and (if
         necessary) deposit with the Administrative Agent cash collateral for
         Letter of Credit Outstandings, in an aggregate amount equal to the
         excess, if any, of the sum of (i) the aggregate outstanding principal
         amount of all Revolving Loans and Swing Line Loans and (ii) the
         aggregate amount of all Letter of Credit Outstandings over the then
         existing Borrowing Base Amount;

                  (c) shall, no later than one Business Day following the
         receipt of any Net Debt Proceeds or thirty (30) Business Days following
         the receipt of any Net Disposition Proceeds, in each case by the
         Borrower or any of its Subsidiaries (other than pursuant to the
         Preferred Stock Sale, the Equity Issuance and Contribution, the
         issuance of the Seller Note, the Acquisition, the Merger and the other
         transactions contemplated in the Transaction Agreement), deliver to the
         Administrative Agent a calculation of the amount of such Net
         Disposition Proceeds or Net Debt Proceeds, as the case may be, and,
         subject to the proviso below, make a mandatory prepayment of the Term
         Loans in an amount equal to 100% of such Net Disposition Proceeds or
         Net Debt Proceeds, as the case may be, to be applied as set forth in
         Section 3.1.2; provided, however, that, notwithstanding anything to the
         contrary in this clause (c), no mandatory prepayment on account of Net
         Disposition Proceeds shall be required under this clause if the
         Borrower informs the Administrative Agent in writing no later than
         thirty (30) Business Days following the receipt of such Net Disposition
         Proceeds of its good faith intention to apply such Net Disposition
         Proceeds to the replacement of the sold, conveyed or

                                      -50-



<PAGE>



         transferred assets or property and the Borrower in fact uses such Net
         Disposition Proceeds to replace such assets or property within 180 days
         following the receipt of such Net Disposition Proceeds, with the amount
         of such Net Disposition Proceeds remaining unused after such 180-day
         period being applied, on the Business Day following such 180-day
         period, to the prepayment of Term Loans pursuant to Section 3.1.2;

                  (d) shall, no later than five Business Days following the
         delivery by the Borrower of its annual audited financial reports
         required pursuant to clause (b) of Section 7.1.1 (beginning with the
         financial reports delivered in respect of the 1997 Fiscal Year),
         deliver to the Administrative Agent a calculation of the Excess Cash
         Flow for the prior Fiscal Year and, no later than five Business Days
         following the delivery of such calculation, make a mandatory prepayment
         of the Term Loans in an amount equal to 75% of the Excess Cash Flow (if
         any) for such Fiscal Year, to be applied as set forth in Section 3.1.2;
         provided, however, with respect to the calculation and prepayment in
         respect of Excess Cash Flow for the 1997 Fiscal Year, such calculation
         and prepayment shall include Excess Cash Flow for the period from the
         Closing Date through the end of the 1997 Fiscal Year;

                  (e) shall, concurrently with the receipt of any Net Equity
         Proceeds (other than pursuant to the Preferred Stock Sale or the Equity
         Issuance and Contribution) by the Borrower or any of its Subsidiaries,
         deliver to the Administrative Agent a calculation of the amount of such
         Net Equity Proceeds, and no later than five Business Days following the
         delivery of such calculation, make a mandatory prepayment of the Term
         Loans in an amount equal to 50% of such Net Equity Proceeds to be
         applied as set forth in Section 3.1.2;

                  (f) shall, within 60 days following the receipt by the
         Borrower or any of its Subsidiaries of any Casualty Proceeds in excess
         of $1,000,000 (individually or in the aggregate over the course of a
         Fiscal Year), make a mandatory prepayment of the Term Loans in an
         amount equal to 100% of such Casualty Proceeds, to be applied as set
         forth in Section 3.1.2; provided, that no mandatory prepayment of
         Casualty Proceeds shall be required under this clause if the Borrower
         informs the Agents no later than 60 days following the occurrence of
         the Casualty Event resulting in such Casualty Proceeds of its or its
         Subsidiary's good faith intention to apply such Casualty Proceeds to
         the rebuilding or replacement of such damaged, destroyed or condemned
         assets or property and in fact uses such Casualty Proceeds to rebuild
         or replace the damaged, destroyed or condemned asset or property within
         365 days following the receipt of such Casualty Proceeds, with the
         amount of Casualty Proceeds unused after such 365 day period being
         applied to the Loans pursuant to Section 3.1.2; provided, further,
         however, that at any time when any Event of Default shall have occurred
         and be continuing or Casualty Proceeds not applied as provided above
         shall exceed $5,000,000, such Casualty

                                      -51-



<PAGE>



         Proceeds will be deposited in an account maintained with the
         Administrative Agent for disbursement at the request of the Borrower to
         pay for such rebuilding or replacement;

                  (g) shall, on each date when any reduction in the Revolving
         Loan Commitment Amount shall become effective, including pursuant to
         Section 2.2 or Section 3.1.2, make a mandatory prepayment of Revolving
         Loans and (if necessary) deposit with the Administrative Agent cash
         collateral for Letter of Credit Outstandings in an aggregate amount
         equal to the excess, if any, of the sum of (i) the aggregate
         outstanding principal amount of all Revolving Loans and Swing Line
         Loans and (ii) the aggregate amount of all Letter of Credit
         Outstandings over the Revolving Loan Commitment Amount as so reduced;

                  (h) shall, on the Stated Maturity Date and on each Quarterly
         Payment Date set forth below or occurring during any period set forth
         below, make a scheduled repayment of the aggregate outstanding
         principal amount, if any, of all Term-A Loans in an amount equal to the
         amount set forth below opposite the Stated Maturity Date or such
         Quarterly Payment Date or period, as applicable (as such amounts may
         have otherwise been reduced pursuant to this Agreement):



                                            Scheduled
                Term A                      Principal
        Quarterly Payment Date              Repayment
     ============================         ===============
      March 31, 1998                                  $0
      June 30, 1998                             $500,000
      September 30, 1998                        $500,000
      December 31, 1998                         $500,000

      March 31, 1999                          $1,250,000
      June 30, 1999                           $1,250,000
      September 30, 1999                      $1,250,000
      December 31, 1999                       $1,250,000

      March 31, 2000                          $1,500,000
      June 30, 2000                           $1,500,000
      September 30, 2000                      $1,500,000
      December 31, 2000                       $1,500,000


                                      -52-

<PAGE>



                                            Scheduled
                Term A                      Principal
        Quarterly Payment Date              Repayment
     ============================        ================

      March 31, 2001                           $2,000,000
      June 30, 2001                            $2,000,000
      September 30, 2001                       $2,000,000
      December 31, 2001                        $2,500,000

      March 31, 2002                           $3,000,000
      June 30, 2002                            $3,000,000
      September 30, 2002                       $3,000,000
                                         ----------------
                          TOTAL:           USD$30,000,000
     ============================        ================

                  (i)  [Intentionally Omitted].

                  (j)  [Intentionally Omitted].

                  (k) shall, immediately upon any acceleration of the Stated
         Maturity Date of any Loans or Obligations pursuant to Section 8.2 or
         Section 8.3, repay all Loans and provide the Administrative Agent with
         cash collateral in an amount equal to the Letter of Credit
         Outstandings, unless, pursuant to Section 8.3, only a portion of all
         Loans and Obligations are so accelerated (in which case the portion so
         accelerated shall be so prepaid or cash collateralized with the
         Administrative Agent).

         Each prepayment of any Loans made pursuant to this Section shall be
without premium or penalty, except as may be required by Section 4.4. No
prepayment of principal of any Revolving Loans or Swing Line Loans pursuant to
clause (a), (b) or (l) of this Section 3.1.1 shall cause a reduction in the
Revolving Loan Commitment Amount or the Swing Line Loan Commitment Amount, as
the case may be.

         SECTION 3.1.2.  Application.

         (a) Subject to clause (b) below, each prepayment or repayment of
principal of the Loans of any Tranche shall be applied, to the extent of such
prepayment or repayment, first, to the principal amount thereof being maintained
as Base Rate Loans, and second, to the principal amount thereof being maintained
as LIBO Rate Loans.

         (b) Each prepayment of Term Loans made pursuant to clauses (a), (c),
(d), (e) and (f) of Section 3.1.1 shall be applied pro rata to the outstanding
principal amount of all Term-A Loans and Term-B Loans (with the amount of such
prepayment of the Term-A Loans and the

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Term-B Loans being applied to the remaining Term-A Loan or Term-B Loan
amortization payments required pursuant to clause (h) of Section 3.1.1 (in the
case of Term-A Loans) and the amortization payment schedule established pursuant
to clause (b) of Section 2.1.1 (in the case of Term-B Loans), in each case pro
rata in accordance with the amount of each such remaining Term Loan amortization
payment), until all such Term-A Loans and Term-B Loans have been paid in full;
provided, however, that if (but only if) the Borrower solicits an election
(which solicitation must be made at least five Business Days prior to any
applicable prepayment and must be made simultaneously to all Lenders with Term-B
Loans outstanding) (i) any Lender that has Term-B Loans outstanding may, by
delivering a notice to the Administrative Agent at least one Business Day prior
to the date that such prepayment is to be made, elect not to have its pro rata
share of Term-B Loans prepaid, and upon any such election the Administrative
Agent shall apply the amount that otherwise would have prepaid such Lender's
Term-B Loans to a mandatory prepayment of the Term-A Loans (until repaid in
full), and then to a reduction in the Revolving Loan Commitment Amount.

         SECTION 3.2. Interest Provisions. Interest on the outstanding principal
amount of Loans shall accrue and be payable in accordance with this Section 3.2.

         SECTION 3.2.1. Rates. (a) Each Base Rate Loan shall accrue interest on
the unpaid principal amount thereof for each day from and including the day upon
which such Loan was made or converted to a Base Rate Loan to but excluding the
date such Loan is repaid or converted to a LIBO Rate Loan at a rate per annum
equal to the sum of the Alternate Base Rate for such day plus the Applicable
Margin for such Loan on such day. Each Swing Line Loan shall accrue interest on
the unpaid principal amount thereof for each day from and including the day upon
which such Loan was made to but excluding the date such Loan is repaid at a rate
per annum equal to the sum of the then effective Alternate Base Rate plus the
Applicable Margin minus the Applicable Commitment Fee.

         (b) Each LIBO Rate Loan shall accrue interest on the unpaid principal
amount thereof for each day during each Interest Period applicable thereto at a
rate per annum equal to the sum of the LIBO Rate (Reserve Adjusted) for such
Interest Period plus the Applicable Margin for such Loan on such day.

All LIBO Rate Loans shall bear interest from and including the first day of the
applicable Interest Period to (but not including) the last day of such Interest
Period at the interest rate determined as applicable to such LIBO Rate Loan.

         SECTION 3.2.2. Post-Maturity Rates. After the date any principal amount
of any Loan shall have become due and payable (whether on the Stated Maturity
Date, upon acceleration or otherwise), or any other monetary Obligation (other
than overdue Reimbursement Obligations which shall bear interest as provided in
Section 2.6.2) of the Borrower shall have become due and payable, the Borrower
shall pay, but only to the extent

                                      -54-



<PAGE>



permitted by law, interest (after as well as before judgment) on such amounts at
a rate per annum equal to

                  (a) in the case of any overdue principal of Loans, overdue
         interest thereon, overdue commitment fees or other overdue amounts
         owing in respect of Loans or other obligations (or the related
         Commitments) under a particular Tranche, the rate that would otherwise
         be applicable to Base Rate Loans under such Tranche pursuant to Section
         3.2.1 plus 2%; and

                  (b) in the case of overdue monetary Obligations (other than as
         described in clause (a)), the Alternate Base Rate plus 3.75%.

         SECTION 3.2.3. Payment Dates. Interest accrued on each Loan shall be
payable, without duplication:

                  (a)  on the Stated Maturity Date therefor;

                  (b) on the date of any payment or prepayment, in whole or in
         part, of principal outstanding on such Loan, of the unpaid interest
         accrued through such date on the principal so paid or prepaid;

                  (c) with respect to Base Rate Loans, on each Quarterly Payment
         Date occurring after the date of the initial Borrowing hereunder;

                  (d) with respect to LIBO Rate Loans, on the last day of each
         applicable Interest Period (and, if such Interest Period shall exceed
         three months, at intervals of three months after the first day of such
         Interest Period);

                  (e) with respect to the principal amount of any Base Rate
         Loans converted into LIBO Rate Loans on a day when interest would not
         otherwise have been payable pursuant to clause (c), on the date of such
         conversion; and

                  (f) on that portion of any Loans the Stated Maturity Date of
         which is accelerated pursuant to Section 8.2 or Section 8.3,
         immediately upon such acceleration.

Interest accrued on Loans, Reimbursement Obligations or other monetary
Obligations arising under this Agreement or any other Loan Document after the
date such amount is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) shall be payable upon demand.

         SECTION 3.3. Fees. The Borrower agrees to pay the fees set forth in
this Section 3.3. All such fees shall be non-refundable.

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         SECTION 3.3.1. Commitment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender that has a Revolving Loan
Commitment, for each day during the period (including any portion thereof when
any of the Lenders' Revolving Loan Commitments are suspended by reason of the
Borrower's inability to satisfy any condition of Article V) commencing on the
Closing Date and continuing to but excluding the Revolving Loan Commitment
Termination Date, a commitment fee on such Lender's Percentage of the unused
portion, whether or not then available, of the Revolving Loan Commitment Amount
(net of Letter of Credit Outstandings) for such day at a rate per annum equal to
the Applicable Commitment Fee for such day. Such commitment fees shall be
payable by the Borrower in arrears on each Quarterly Payment Date, commencing
with the first such day following the Closing Date, and on the Revolving Loan
Commitment Termination Date. Any term or provision hereof to the contrary
notwithstanding, commitment fees payable for any period prior to the Closing
Date shall be payable in accordance with the Fee Letter. The making of Swing
Line Loans shall not constitute usage of the Revolving Loan Commitment with
respect to the calculation of commitment fees to be paid by the Borrower to the
Lenders pursuant to this Section 3.3.1.

         SECTION 3.3.2. Agents' and Arrangers' Fees. The Borrower agrees to pay
to each of the Agents and the Arrangers, for their own respective accounts, the
non-refundable fees in the amounts and on the dates set forth in the Fee Letter.

         SECTION 3.3.3. Letter of Credit Fee. The Borrower agrees to pay to the
Administrative Agent, for the pro rata account of the Issuer and each other
Lender that has a Revolving Loan Commitment, a Letter of Credit fee for each day
on which there shall be any Letters of Credit outstanding on the aggregate
undrawn amount of all Letters of Credit outstanding on such day, at a rate per
annum equal to the Applicable Margin for such day for Revolving Loans that are
maintained as LIBO Rate Loans. The Borrower further agrees to pay to the Issuer
for its own account, for each day on which there shall be any Letters of Credit
outstanding, an issuance fee on the aggregate undrawn amount of all Letters of
Credit outstanding on such day at a rate per annum equal to 1/4 of 1%. All such
fees shall be payable quarterly in arrears on each Quarterly Payment Date and on
the Revolving Loan Commitment Termination Date.


                                   ARTICLE IV

                     CERTAIN LIBO RATE AND OTHER PROVISIONS

         SECTION 4.1. LIBO Rate Lending Unlawful. If any Lender shall determine
(which determination shall, upon notice thereof to the Borrower and the Lenders,
be conclusive and binding on the Borrower) that the introduction of or any
change in or in the interpretation of any law, in each case after the date upon
which such Lender shall have become a Lender hereunder, makes it unlawful, or
any central bank or other governmental authority asserts,

                                      -56-



<PAGE>



after such date, that it is unlawful, for such Lender to make, continue or
maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the
obligations of such Lender to make, continue, maintain or convert any Loans as
LIBO Rate Loans shall, upon such determination, forthwith be suspended until
such Lender shall notify the Administrative Agent that the circumstances causing
such suspension no longer exist (with the date of such notice being the
"Reinstatement Date"), and (i) all LIBO Rate Loans previously made by such
Lender shall automatically convert into Base Rate Loans at the end of the then
current Interest Periods with respect thereto or sooner, if required by such law
or assertion and (ii) all Loans thereafter made by such Lender and outstanding
prior to the Reinstatement Date shall be made as Base Rate Loans, with interest
thereon being payable on the same date that interest is payable with respect to
the corresponding Borrowing of LIBO Rate Loans made by Lenders not so affected.

         SECTION 4.2. Deposits Unavailable. If the Administrative Agent shall
have determined that

                  (a)  Dollar deposits in the relevant amount and for the
         relevant Interest Period are not available to the Administrative Agent
         in its relevant market; or

                  (b) by reason of circumstances affecting the Administrative
         Agent's relevant market, adequate means do not exist for ascertaining
         the interest rate applicable hereunder to LIBO Rate Loans,

then, upon notice from the Administrative Agent to the Borrower and the Lenders,
the obligations of all Lenders under Section 2.3 and Section 2.4 to make or
continue any Loans as, or to convert any Loans into, LIBO Rate Loans shall
forthwith be suspended until the Administrative Agent shall notify the Borrower
and the Lenders that the circumstances causing such suspension no longer exist.

         SECTION 4.3. Increased LIBO Rate Loan Costs, etc. The Borrower agrees
to reimburse each Lender for any increase in the cost to such Lender of, or any
reduction in the amount of any sum receivable by such Lender in respect of,
making, continuing or maintaining (or of its obligation to make, continue or
maintain) any Loans as, or of converting (or of its obligation to convert) any
Loans into, LIBO Rate Loans (excluding any amounts, whether or not constituting
Taxes, referred to in Section 4.6) arising as a result of any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other governmental authority that occurs after the date upon which such
Lender became a Lender hereunder. Such Lender shall promptly notify the
Administrative Agent and the Borrower in writing of the occurrence of any such
event, such notice to state, in reasonable detail, the reasons therefor and the
additional amount required fully to compensate such Lender for such increased
cost or reduced amount. Such additional amounts shall be payable by the Borrower
directly to such Lender within five days of its

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<PAGE>



receipt of such notice, and such notice shall, in the absence of manifest error,
be conclusive and binding on the Borrower.

         SECTION 4.4. Funding Losses. In the event any Lender shall incur any
loss or expense (including any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Lender
to make, continue or maintain any portion of the principal amount of any Loan
as, or to convert any portion of the principal amount of any Loan into, a LIBO
Rate Loan, but excluding any loss of margin after the date of any such
conversion, repayment, prepayment or failure to borrow, continue or convert) as
a result of

                  (a) any conversion or repayment or prepayment of the principal
         amount of any LIBO Rate Loans on a date other than the scheduled last
         day of the Interest Period applicable thereto, whether pursuant to
         Section 3.1 or otherwise;

                  (b)  any Loans not being borrowed as LIBO Rate Loans in
         accordance with the Borrowing Request therefor; or

                  (c) any Loans not being continued as, or converted into, LIBO
         Rate Loans in accordance with the Continuation/ Conversion Notice
         therefor,

then, upon the written notice of such Lender to the Borrower (with a copy to the
Administrative Agent), the Borrower shall, within five days of its receipt
thereof, pay directly to such Lender such amount as will (in the reasonable
determination of such Lender) reimburse such Lender for such loss or expense.
Such written notice (which shall include calculations in reasonable detail)
shall, in the absence of manifest error, be conclusive and binding on the
Borrower.

         SECTION 4.5. Increased Capital Costs. If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other governmental authority, in each case occurring after the applicable
Lender becomes a Lender hereunder, affects or would affect the amount of capital
required or expected to be maintained by any Lender or any Person controlling
such Lender, and such Lender determines (in its sole and absolute discretion)
that the rate of return on its or such controlling Person's capital as a
consequence of its Commitments, participation in Letters of Credit or the Loans
made by such Lender is reduced to a level below that which such Lender or such
controlling Person could have achieved but for the occurrence of any such
circumstance, then, in any such case upon notice from time to time by such
Lender to the Borrower, the Borrower shall immediately pay directly to such
Lender additional amounts sufficient to compensate such Lender or such
controlling Person for such reduction in rate of return. A statement of such
Lender as to any such additional amount or amounts (including calculations
thereof in reasonable detail) shall, in the absence of manifest error, be
conclusive

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<PAGE>



and binding on the Borrower. In determining such amount, such Lender may use any
method of averaging and attribution that it (in its sole and absolute
discretion) shall deem applicable.

         SECTION 4.6. Taxes. (a) All payments by the Borrower of principal of,
and interest on, the Loans and all other amounts payable hereunder (including
Reimbursement Obligations and fees)shall be made free and clear of and without
deduction for any present or future income, excise, stamp or franchise taxes and
other taxes, fees, duties, withholdings or other charges of any nature
whatsoever imposed by any taxing authority, but excluding (i) any future income,
excise, stamp or franchise taxes and other similar taxes, fees, duties,
withholding or other charges imposed on either of the Agents as a result of a
present or former connection between the applicable lending office (or office
through which it performs any of its actions as Agent) of such Agent, and any
future income, excise, stamp or franchise taxes and other similar taxes, fees,
duties, withholding or other charges imposed on any Lender as a result of a
present or former connection between the applicable lending office of a Lender,
in each case and the jurisdiction of the governmental authority imposing such
tax or any political subdivision or taxing authority thereof or therein (other
than any such connection arising solely from such Agent or such Lender having
executed, delivered or performed its obligations or received a payment under, or
taken any action to enforce, this Agreement and any Note) or (ii) any future
income, excise, stamp or franchise taxes and other similar taxes, fees, duties,
withholding or other charges to the extent that they are in effect and would
apply as of the date any Person becomes a Lender or Assignee Lender, or as of
the date that any Lender changes its applicable lending office, to the extent
such taxes become applicable as a result of such change (other than a change in
an applicable lending office made pursuant to Section 4.10 below) (such
non-excluded items being called "Taxes"). In the event that any withholding or
deduction from any payment to be made by the Borrower hereunder is required in
respect of any Taxes pursuant to any applicable law, rule or regulation, then
the Borrower will

                  (i)  pay directly to the relevant taxing authority the full
         amount required to be so withheld or deducted;

                  (ii) promptly forward to the Administrative Agent an official
         receipt or other documentation reasonably satisfactory to the
         Administrative Agent evidencing such payment to such authority; and

                  (iii) pay to the Administrative Agent for the account of the
         Lenders such additional amount or amounts as is necessary to ensure
         that the net amount actually received by each Lender will equal the
         full amount such Lender would have received had no such withholding or
         deduction been required, provided, however, that the Borrower shall not
         be required to increase any such amounts payable to any Lender that is
         not organized under the laws of the United States or a state thereof if
         such Lender fails to comply with the requirements of clause (b) of
         Section 4.6.


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<PAGE>



Moreover, if any Taxes are directly asserted against either of the Agents or any
Lender with respect to any payment received by such Agents or such Lender
hereunder, such Agents or such Lender may pay such Taxes and the Borrower will
promptly pay to such Person such additional amount (including any penalties,
interest or expenses) as is necessary in order that the net amount received by
such Person (including any Taxes on such additional amount) shall equal the
amount of such Taxes paid by such Person; provided, however, that the Borrower
shall not be obligated to make payment to the Lenders or the Agents (as the case
may be) pursuant to this sentence in respect of interest attributable to any
Taxes, if written demand therefor has not been made by such Lenders or the
Agents within 60 days from the date on which such Lenders or the Agents knew of
the imposition of Taxes by the relevant taxing authority or for any additional
imposition which may arise from the failure of the Lenders or the Agents to
apply payments in accordance with the tax law after the Borrower has made the
payments required hereunder. After the Lenders or the Agents (as the case may
be) learn of the imposition of Taxes, such Lenders and the Agents will act in
good faith to notify the Borrower of its obligations hereunder as soon as
reasonably possible.

         If the Borrower fails to pay any Taxes when due to the appropriate
taxing authority or fails to remit to the Administrative Agent, for the account
of the respective Lenders, the required receipts or other required documentary
evidence, the Borrower shall indemnify the Lenders for any incremental Taxes,
interest or penalties that may become payable by any Lender as a result of any
such failure.

         (b) Each Non-U.S. Lender shall, (i) on or prior to the date of the
execution and delivery of this Agreement, in the case of each Lender listed on
the signature pages hereof, or, in the case of an Assignee Lender, on or prior
to the date it becomes a Lender, execute and deliver to the Borrower and the
Administrative Agent, two or more (as the Borrower or the Agents may reasonably
request) United States Internal Revenue Service Forms 4224 or Forms 1001 or,
solely if such Lender is claiming exemption from United States withholding tax
under Section 871(h) or 881(c) of the Code with respect to payments of
"portfolio interest", United States Internal Revenue Service Forms W-8 and a
certificate signed by a duly authorized officer of such Lender representing that
such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the
Code, or such other forms or documents (or successor forms or documents),
appropriately completed, establishing that payments to such Lender are exempt
from withholding or deduction of Taxes; and (ii) deliver to the Borrower and the
Administrative Agent two further copies of any such form or documents on or
before the date that any such form or document expires or becomes obsolete and
after the occurrence of any event requiring a change in the most recent such
form or document previously delivered by it to the Borrower.

         (c) If the Borrower determines in good faith that a reasonable basis
exists for contesting the imposition of a Tax with respect to a Lender or either
of the Agents, the relevant Lender or Agent, as the case may be, shall cooperate
(consistent with its internal policy and

                                      -60-



<PAGE>



legal and regulatory restrictions and so long as such efforts would not be
disadvantageous to it, as determined in its sole discretion) with the Borrower
in challenging such Tax at the Borrower's expense if requested by the Borrower.

         (d) If a Lender or an Agent shall receive a refund (including any
offset or credits from a taxing authority (as a result of any error in the
imposition of Taxes by such taxing authority) of any Taxes paid by the Borrower
pursuant to subsection 4.6(a) above), such Lender or the Agent (as the case may
be) shall promptly pay the Borrower the amount so received, with interest from
the taxing authority with respect to such refund.

         (e) Each Lender and each Agent agrees, to the extent reasonable and
without material cost to it, to cooperate (consistent with its internal policy
and legal and regulatory restrictions and so long as such efforts would not be
disadvantageous to it, as determined in its sole discretion) with the Borrower
to minimize any amounts payable by the Borrower under this Section 4.6.

         SECTION 4.7. Payments, Computations, etc. Unless otherwise expressly
provided, all payments by or on behalf of the Borrower pursuant to this
Agreement, the Notes or any other Loan Document shall be made by the Borrower to
the Administrative Agent for the pro rata account of the Lenders, Agents or
Arrangers, as applicable, entitled to receive such payment. All such payments
required to be made to the Administrative Agent shall be made, without setoff,
deduction or counterclaim, not later than 1:00 p.m., New York time, on the date
due, in same day or immediately available funds, to such account as the
Administrative Agent shall specify from time to time by notice to the Borrower.
Funds received after that time shall be deemed to have been received by the
Administrative Agent on the next succeeding Business Day. The Administrative
Agent shall promptly remit in same day funds to each Lender, Agent or Arranger,
as the case may be, its share, if any, of such payments received by the
Administrative Agent for the account of such Lender, Agent or Arranger, as the
case may be. All interest and fees shall be computed on the basis of the actual
number of days (including the first day but excluding the last day) occurring
during the period for which such interest or fee is payable over a year
comprised of 360 days (or, in the case of interest on a Base Rate Loan, 365 days
or, if appropriate, 366 days). Whenever any payment to be made shall otherwise
be due on a day which is not a Business Day, such payment shall (except as
otherwise required by clause (i) of the definition of the term "Interest
Period") be made on the next succeeding Business Day and such extension of time
shall be included in computing interest and fees, if any, in connection with
such payment.

         SECTION 4.8. Sharing of Payments. If any Lender shall obtain any
payment or other recovery (whether voluntary, involuntary, by application of
setoff or otherwise) on account of any Loan or Reimbursement Obligations (other
than pursuant to the terms of Sections 4.3, 4.4 and 4.5) in excess of its pro
rata share of payments then or therewith obtained by all Lenders entitled
thereto, such Lender shall purchase from the other Lenders such participation in
Credit

                                      -61-



<PAGE>



Extensions made by them as shall be necessary to cause such purchasing Lender to
share the excess payment or other recovery ratably with each of them; provided,
however, that if all or any portion of the excess payment or other recovery is
thereafter recovered from such purchasing Lender, the purchase shall be
rescinded and each Lender which has sold a participation to the purchasing
Lender shall repay to the purchasing Lender the purchase price to the ratable
extent of such recovery together with an amount equal to such selling Lender's
ratable share (according to the proportion of (i) the amount of such selling
Lender's required repayment to the purchasing Lender in respect of such
recovery, 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. The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section may, to
the fullest extent permitted by law, exercise all its rights of payment
(including pursuant to Section 4.9) with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the amount of such
participation. If under any applicable bankruptcy, insolvency or other similar
law, any Lender receives a secured claim in lieu of a setoff to which this
Section applies, such Lender shall, to the extent practicable, exercise its
rights in respect of such secured claim in a manner consistent with the rights
of the Lenders entitled under this Section to share in the benefits of any
recovery on such secured claim.

         SECTION 4.9. Setoff. Each Lender shall, upon the occurrence of any
Event of Default described in clauses (b) through (d) of Section 8.1.9 with
respect to any Obligor (other than immaterial Subsidiaries) or, with the consent
of the Required Lenders, upon the occurrence of any other Event of Default, to
the fullest extent permitted by law, have the right to appropriate and apply to
the payment of the Obligations then due to it, and (as security for such
Obligations) the Borrower hereby grants to each Lender a continuing security
interest in, any and all balances, credits, deposits, accounts or moneys of the
Borrower then or thereafter maintained with or otherwise held by such Lender;
provided, however, that any such appropriation and application shall be subject
to the provisions of Section 4.8. Each 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 setoff and application. The rights of each
Lender under this Section are in addition to other rights and remedies
(including other rights of setoff under applicable law or otherwise) which such
Lender may have.

         SECTION 4.10. Mitigation. Each Lender agrees that if it makes any
demand for payment under Sections 4.3, 4.4, 4.5, or 4.6, or if any adoption or
change of the type described in Section 4.1 shall occur with respect to it, it
will use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions and so long as such efforts would not be disadvantageous
to it, as determined in its sole discretion) to designate a different lending
office if the making of such a designation would reduce or obviate the need for
the Borrower to make payments under Sections 4.3, 4.4, 4.5, or 4.6, or would
eliminate or reduce the effect of any adoption or change described in Section
4.1.

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<PAGE>



         SECTION 4.11. Replacement of Lenders. Each Lender hereby severally
agrees as set forth in this Section. If any Lender (a "Subject Lender") makes
demand upon the Borrower for (or if the Borrower is otherwise required to pay)
amounts pursuant to Section 4.2, 4.3, 4.5 or 4.6, or gives notice pursuant to
Section 4.1 requiring a conversion of such Subject Lender's LIBO Rate Loans to
Base Rate Loans or suspending such Lender's obligation to make Loans as, or to
convert Loans into, LIBO Rate Loans, the Borrower may, within 90 days of receipt
by the Borrower of such demand or notice (or the occurrence of such other event
causing the Borrower to be required to pay such compensation), as the case may
be, give notice (a "Replacement Notice") in writing to the Agents and such
Subject Lender of its intention to replace such Subject Lender with a financial
institution (a "Replacement Lender") designated in such Replacement Notice. If
the Agents shall, in the exercise of their reasonable discretion and within 30
days of their receipt of such Replacement Notice, notify the Borrower and such
Subject Lender in writing that the designated financial institution is
satisfactory to the Agents (such consent not being required where the
Replacement Lender is already a Lender), then such Subject Lender shall, so long
as no Default or Event of Default shall have occurred and be continuing (and
subject to the payment of any amounts due pursuant to Section 4.4), assign, in
accordance with Section 10.11.1, all of its Commitments, Loans, Notes and other
rights and obligations under this Agreement and all other Loan Documents
(including, without limitation, Reimbursement Obligations) to such designated
financial institution; provided, however, that (i) such assignment shall be
without recourse, representation or warranty and shall be on terms and
conditions reasonably satisfactory to such Subject Lender and such designated
financial institution and (ii) the purchase price paid by such designated
financial institution shall be in the amount of such Subject Lender's Loans and
its applicable Percentage of outstanding Reimbursement Obligations, together
with all accrued and unpaid interest and fees in respect thereof, plus all other
amounts (including the amounts demanded and unreimbursed under Sections 4.2,
4.3, 4.5 and 4.6), owing to such Subject Lender hereunder. Upon the effective
date of an assignment described above, the Borrower shall issue a replacement
Note or Notes, as the case may be, to such designated financial institution or
Replacement Lender, as applicable, and such institution shall become a "Lender"
for all purposes under this Agreement and the other Loan Documents.


                                    ARTICLE V

                            CONDITIONS TO RESTATEMENT
                       EFFECTIVENESS AND CREDIT EXTENSIONS

         SECTION 5.1. Effectiveness. This Agreement shall become effective upon
the satisfaction of each of the conditions precedent set forth in this Section
5.1.

         SECTION 5.1.1. Execution of Counterparts. The Agents shall have
received counterparts of this Agreement, duly executed and delivered on behalf
of each of the

                                      -63-



<PAGE>



Borrower, the Swing Line Lender, the Required Lenders and Lenders holding at
least 51% of the Revolving Loan Commitments.

         SECTION 5.1.2. Delivery of Swing Line Note. The Agents shall have
received, for the account of the Swing Line Lender, a Swing Line Note, dated on
or prior to the date of delivery thereof, completed in accordance with Section
2.7 and duly executed and delivered by the Borrower.

         SECTION 5.1.3. Affirmation and Consent. The Agents shall have received
an affirmation and consent in form set forth as Exhibit N hereto executed and
delivered by an Authorized Officer of Holdco and each U.S. Subsidiary of the
Borrower.

         SECTION 5.1.4. Borrowing Base Certificate. The Agents shall have
received, with counterparts for each Lender, a Borrowing Base Certificate
calculated as of December 31, 1998, duly executed (and with all schedules
thereto completed and delivered by an Authorized Officer of the Borrower.

         SECTION 5.1.5. Payment of Fees and Expenses. The Administrative Agent
shall have received, for the account of each Lender which shall have delivered
to the Agents a duly executed counterpart of this Agreement by March 17, 1999,
an amendment fee in the amount of .125% of such Lender's Loans and Commitments.

         SECTION 5.2. All Credit Extensions. The obligation of each Lender and
the Issuer to make any Credit Extension (including the initial Credit Extension)
shall be subject to the satisfaction of each of the conditions precedent set
forth in this Section 5.2.

         SECTION 5.2.1. Compliance with Warranties, No Default, etc. Both before
and after giving effect to any Credit Extension (and the application of the
proceeds thereof) the following statements shall be true and correct:

                  (a) the representations and warranties set forth in Article VI
         and in each other Loan Document shall, in each case, be true and
         correct in all material respects with the same effect as if then made
         (unless stated to relate solely to an earlier date, in which case such
         representations and warranties shall be true and correct in all
         material respects as of such earlier date);

                  (b) in the case of any Credit Extension other than an
         Additional Term-B Loan, the sum of (i) the aggregate outstanding
         principal amount of all Revolving Loans and Swing Line Loans, plus (ii)
         the aggregate amount of all Letter of Credit Outstandings, does not
         exceed the lesser of (x) the Revolving Loan Commitment Amount then in
         effect and (y) the then applicable Borrowing Base Amount; and

                  (c)  no Default shall have then occurred and be continuing.

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<PAGE>



         SECTION 5.2.2. Credit Extension Request. The Agents shall have received
a Borrowing Request, if Loans are being requested, or an Issuance Request, if a
Letter of Credit is being issued or extended. Each of the delivery of a
Borrowing Request or Issuance Request and the acceptance by the Borrower of such
Credit Extension shall constitute a representation and warranty by the Borrower
that on the date of such Credit Extension (both immediately before and after
giving effect to such Credit Extension and the application of the proceeds
thereof) the statements made in Section 5.2.1 are true and correct.

         SECTION 5.3. Conditions Precedent to Additional Term-B Loans. The
obligation of each Lender with a Percentage of greater than zero with respect to
the Additional Term-B Loan Commitment to make an Additional Term-B Loan on the
Delayed Draw Date shall be subject to the satisfaction of each of the conditions
precedent set forth in Section 5.2 and this Section 5.3.

         SECTION 5.3.1. Resolutions, etc. The Agents shall have received from
each Obligor a certificate, dated the Delayed Draw Date, of its Secretary or
Assistant Secretary as to (i) resolutions of its Board of Directors then in full
force and effect authorizing the execution, delivery and performance of each
Loan Document to be executed by it in connection with the Borrowing of
Additional Term-B Loans on the Delayed Draw Date, (ii) the incumbency and
signatures of those of its officers authorized to act with respect to each Loan
Document executed by it in connection with the Borrowing of Additional Term-B
Loans on the Delayed Draw Date and (iii) the full force and validity of each
Organic Document of such Person, upon which certificates each Agent and each
Lender may conclusively rely until it shall have received a further certificate
of the Secretary or Assistant Secretary of such Obligor canceling or amending
such prior certificate.

         SECTION 5.3.2. Delivery of Notes. The Agents shall have received, for
the account of each Lender with a Percentage of greater than zero with respect
to the Additional Term-B Loan Commitment, a Term-B Note, dated on or prior to
the Delayed Draw Date, completed in accordance with Section 2.7 and duly
executed and delivered by the Borrower.

         SECTION 5.3.3. Consent; Additional Term-B Loan Commitment Addendum. The
Agents shall have received evidence reasonably satisfactory to them of the
consent of the Lenders holding 51% of the outstanding Term-A Loans and the
Revolving Loan Commitments to the Borrowing of Additional Term-B Loans on the
Delayed Draw Date, together with a duly executed Additional Term-B Loan
Commitment Addendum, dated the Delayed Draw Date, setting forth, among other
things, the Term-B Loan Commitment Amount, the Percentage of each Lender and/or
other financial institutions party to such Additional Term-B Loan Commitment
Addendum in respect of such Term-B Loan Commitment Amount and the Applicable
Margin, amortization, Stated Maturity Date and Term-B Loan Commitment
Termination Date of such Additional Term-B Loan Commitments, all in form and
substance reasonably satisfactory to the Agents.

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<PAGE>



         SECTION 5.3.4. Opinion of Counsel. The Agents shall have received a
legal opinion, dated the Delayed Draw Date and addressed to the Agents and all
Lenders from Davis Polk & Wardwell, special New York counsel to each of the
Obligors, in form and substance reasonably satisfactory to the Agents.


                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Lenders, the Issuer and the Agents to enter into
this Agreement and to make Credit Extensions hereunder, the Borrower represents
and warrants unto the Agents and each Lender as set forth in this Article VI.

         SECTION 6.1. Organization, etc. The Borrower and each of the Borrower's
Subsidiaries (a) is a corporation validly organized and existing and in good
standing to the extent required under the laws of the jurisdiction of its
incorporation, is duly qualified to do business and is in good standing as a
foreign corporation to the extent required under the laws of each jurisdiction
where the nature of its business requires such qualification, except to the
extent that the failure to qualify would not reasonably be expected to result in
a Material Adverse Effect, and (b) has full power and authority and holds all
requisite governmental licenses, permits and other approvals to (i) enter into
and perform its Obligations in connection with the Transaction and under this
Agreement, the Notes and each other Loan Document to which it is a party and
(ii) own and hold under lease its property and to conduct its business
substantially as currently conducted by it except, in the case of this clause
(b)(ii), where the failure could not reasonably be expected to result in a
Material Adverse Effect.

         SECTION 6.2. Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by the Borrower of this Agreement, the Notes and each
other Loan Document executed or to be executed by it, and the execution,
delivery and performance by each other Obligor of each Loan Document executed or
to be executed by it and the Borrower's and, where applicable, each such other
Obligor's participation in the consummation of the Transaction are within the
Borrower's and each such Obligor's corporate powers, have been duly authorized
by all necessary corporate action, and do not

                  (a)  contravene the Borrower's or any such Obligor's Organic
         Documents;

                  (b) contravene any contractual restriction, law or
         governmental regulation or court decree or order binding on or
         affecting the Borrower or any such Obligor, where such contravention,
         individually or in the aggregate, could reasonably be expected to have
         a Material Adverse Effect; or


                                      -66-



<PAGE>



                  (c) result in, or require the creation or imposition of, any
         Lien on any of the Borrower's or any other Obligor's properties, except
         pursuant to the terms of a Loan Document.

         SECTION 6.3. Government Approval, Regulation, etc. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person, is required for the due execution,
delivery or performance by the Borrower or any other Obligor of this Agreement,
the Notes or any other Loan Document to which it is a party, or for the
Borrower's and each such other Obligor's participation in the consummation of
the Transaction, except as have been duly obtained or made and are in full force
and effect or those which the failure to obtain or make could not reasonably be
expected to have a Material Adverse Effect. None of the Borrower nor any other
Obligor, nor any of the Borrower's Subsidiaries is an "investment company"
within the meaning of the Investment Company Act of 1940, as amended, or 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,
as amended.

         SECTION 6.4. Validity, etc. This Agreement constitutes, and the Notes
and each other Loan Document executed by the Borrower will, on the due execution
and delivery thereof, constitute, the legal, valid and binding obligations of
the Borrower enforceable in accordance with their respective terms; and each
Loan Document executed pursuant hereto by each other Obligor will, on the due
execution and delivery thereof by such Obligor, be the legal, valid and binding
obligation of such Obligor enforceable in accordance with its terms, in each
case with respect to this Section 6.4 subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

         SECTION 6.5.  Financial Information.  The Borrower has delivered to the
Agents and each Lender copies of the following financial statements:

                  (a) unaudited consolidated profit and loss and cash flow
         statements of Rust for the fiscal years ended December 31, 1994 and
         December 31, 1995; and

                  (b)  an audited consolidated balance sheet of Rust as of
         June 30, 1996.

Each of the financial statements described above has been prepared in accordance
with GAAP consistently applied (in the case of clause (a)) and, in the case of
clause (b), on a basis substantially consistent with the basis used to prepare
the financial statements referred to in clause (a), and present fairly the
consolidated financial condition of the corporations covered thereby as at the
date thereof (in the case of clause (b)) or the results of their operations for
the

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<PAGE>



periods then ended (in the case of clause (a)), subject, in the case of clause
(b), to normal year end audit adjustments.

         SECTION 6.6. No Material Adverse Change. Since December 31, 1995, there
has been no material adverse change in the financial condition, operations,
assets, business or properties of the Borrower and its Subsidiaries, taken as a
whole (including, for purposes of this Section 6.6, for all periods prior to the
consummation of the Acquisition and the Merger, Rust and its Subsidiaries).

         SECTION 6.7. Litigation, Labor Controversies, etc. There is no pending
or, to the knowledge of the Borrower, threatened litigation, action, proceeding,
labor controversy arbitration or governmental investigation affecting any
Obligor, or any of their respective properties, businesses, assets or revenues,
which could reasonably be expected to result in a Material Adverse Effect except
as disclosed in Item 6.7 ("Litigation") of the Disclosure Schedule. No material
adverse development has occurred in any litigation, action, labor controversy,
arbitration or governmental investigation or other proceeding disclosed in Item
6.7 ("Litigation") of the Disclosure Schedule.

         SECTION 6.8. Subsidiaries. The Borrower has only those Subsidiaries (i)
which are identified in Item 6.8 ("Existing Subsidiaries") of the Disclosure
Schedule, or (ii) which are permitted to have been acquired in accordance with
Section 7.2.5 or 7.2.8.

         SECTION 6.9. Ownership of Properties. Except to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect, the Borrower and each of its Subsidiaries owns good title to all of its
properties and assets (other than insignificant properties and assets), real and
personal, tangible and intangible, of any nature whatsoever (including patents,
trademarks, trade names, service marks and copyrights), free and clear of all
Liens or material claims (including material infringement claims with respect to
patents, trademarks, copyrights and the like), except as permitted pursuant to
Section 7.2.3.

         SECTION 6.10. Taxes. Each of Rust, the Borrower and each of their
respective Subsidiaries has filed all Federal, State and other material tax
returns required by law to have been filed by it and has paid all taxes and
governmental charges thereby shown to be owing, except any such taxes or charges
which are being contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP shall have been set aside on its
books.

         SECTION 6.11. Pension and Welfare Plans. During the
twelve-consecutive-month period prior to the date of the execution and delivery
of this Agreement, no Pension Plan has been terminated that has resulted in a
liability to the Borrower of more than $500,000, and no contribution failure has
occurred with respect to any Pension Plan sufficient to give rise to a Lien
under section 302(f) of ERISA in excess of $500,000. No condition exists or
event or

                                      -68-



<PAGE>



transaction has occurred with respect to any Pension Plan which could reasonably
be expected to result in the incurrence by the Borrower of any material
liability, fine or penalty other than such condition, event or transaction which
would not reasonably be expected to have a Material Adverse Effect. Except as
disclosed in Item 6.11 ("Employee Benefit Plans") of the Disclosure Schedule or
otherwise approved by the Agents (such approval not to be unreasonably withheld
or delayed), since the date of the last financial statement the Borrower has not
increased any contingent liability with respect to any post-retirement benefit
under a Welfare Plan, other than liability for continuation coverage described
in Part 6 of Subtitle B of Title I of ERISA except as would not have Material
Adverse Effect.

         SECTION 6.12.  Environmental Warranties.  Except as set forth in
Item 6.12 ("Environmental Matters") of the Disclosure Schedule or as,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect:

                  (a) all facilities and property (including underlying
         groundwater) owned or leased by the Borrower or any of its Subsidiaries
         have been, and continue to be, owned or leased by the Borrower and its
         Subsidiaries in compliance with all Environmental Laws;

                  (b)  there have been no past, and there are no pending or
         threatened

                           (i) written claims, complaints, notices or requests
                  for information received by the Borrower or any of its
                  Subsidiaries with respect to any alleged violation of any
                  Environmental Law, or

                           (ii)  written complaints, notices or inquiries to the
                  Borrower or any of its Subsidiaries regarding potential
                  liability under any Environmental Law;

                  (c) to the best knowledge of the Borrower, there have been no
         Releases of Hazardous Materials at, on or under any property now or
         previously owned or leased by the Borrower or any of its Subsidiaries;

                  (d) the Borrower and its Subsidiaries have been issued and are
         in compliance with all permits, certificates, approvals, licenses and
         other authorizations relating to environmental matters and necessary or
         desirable for their businesses;

                  (e) no property now or previously owned or leased by the
         Borrower or any of its Subsidiaries is listed or, to the knowledge of
         the Borrower or any of its Subsidiaries, proposed for listing (with
         respect to owned property only) on the National Priorities List
         pursuant to CERCLA, on the CERCLIS or on any similar state list of
         sites requiring investigation or clean-up;


                                      -69-



<PAGE>



                  (f) to the best knowledge of the Borrower, there are no
         underground storage tanks, active or abandoned, including petroleum
         storage tanks, on or under any property now or previously owned or
         leased by the Borrower or any of its Subsidiaries;

                  (g) the Borrower and its Subsidiaries have not directly
         transported or directly arranged for the transportation of any
         Hazardous Material to any location (i) which is listed or to the
         knowledge of the Borrower or any of its Subsidiaries, proposed for
         listing on the National Priorities List pursuant to CERCLA, on the
         CERCLIS or on any similar state list, or (ii) which is the subject of
         federal, state or local enforcement actions or other investigations;

                  (h) to the best knowledge of the Borrower, there are no
         polychlorinated biphenyls or friable asbestos present in a manner or
         condition at any property now or previously owned or leased by the
         Borrower or any Subsidiary of the Borrower; and

                  (i) to the best knowledge of the Borrower, no conditions exist
         at, on or under any property now or previously owned or leased by the
         Borrower or any of its Subsidiaries which, with the passage of time, or
         the giving of notice or both, would give rise to liability under any
         Environmental Law.

         SECTION 6.13. Regulations U and X. None of Holdco nor the Borrower nor
Rust is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock, and no proceeds of any Credit Extensions
will be used to acquire any equity security of a class which is registered
pursuant to Section 12 of the Securities Exchange Act of 1934 or any "margin
stock". Terms for which meanings are provided in F.R.S. Board Regulation U or X
or any regulations substituted therefor, as from time to time in effect, are
used in this Section with such meanings.

         SECTION 6.14. Accuracy of Information. All material factual information
concerning the financial condition, operations or prospects of Holdco, the
Borrower, Rust and their respective Subsidiaries heretofore or contemporaneously
furnished by or on behalf of Holdco or the Borrower in writing to the Agents,
the Issuer, the Arrangers or any Lender for purposes of or in connection with
this Agreement or any transaction contemplated hereby or with respect to the
Transaction is, and all other such factual information hereafter furnished by or
on behalf of Holdco and the Borrower, or any of their respective Subsidiaries to
the Agents, the Issuer, the Arrangers or any Lender will be, taken as a whole,
true and accurate in every material respect on the date as of which such
information is dated or certified and such information is not, or shall not be,
taken as a whole, as the case may be, incomplete by omitting to state any
material fact necessary to make such information not misleading.

         Any term or provision of this section to the contrary notwithstanding,
insofar as any of the factual information described above includes assumptions,
estimates, projections or

                                      -70-



<PAGE>



opinions, no representation or warranty is made herein with respect thereto;
provided, however, that to the extent any such assumptions, estimates,
projections or opinions are based on factual matters, each of Holdco and the
Borrower has reviewed such factual matters and nothing has come to its attention
in the context of such review which would lead it to believe that such factual
matters were not or are not true and correct in all material respects or that
such factual matters omit to state any material fact necessary to make such
assumptions, estimates, projections or opinions not misleading in any material
respect.

         SECTION 6.15. Solvency. The Transaction (including the incurrence of
the initial Credit Extension hereunder, the issuance and assumption of the
Seller Note, the incurrence by the Borrower of the Indebtedness represented by
the Notes and the Seller Note, the execution and delivery by the Subsidiary
Guarantors of the Subsidiary Guaranty and the application of the proceeds of the
Credit Extensions), will not involve or result in any fraudulent transfer or
fraudulent conveyance under the provisions of Section 548 of the Bankruptcy Code
(11 U.S.C. ss.101 et seq., as from time to time hereafter amended, and any
successor or similar statute) or any applicable state law respecting fraudulent
transfers or fraudulent conveyances. On the Closing Date, after giving effect to
the Transaction, each of the Borrower, Holdco and the Subsidiary Guarantors is
Solvent.

         SECTION 6.16. Senior Notes. (a) The Senior Notes have been issued and
sold to the initial purchasers thereof on or prior to the Second Amendment
Effective Date in accordance with and pursuant to the Senior Note Indenture and
in compliance with all laws, including the Securities Act of 1933, as amended,
and all other applicable federal and state securities laws. The issuance of the
Senior Notes and the execution of the Senior Note Indenture have been duly
authorized by all necessary corporate action on the part of the Borrower and
each of its Affiliates party thereto and will not require any consent or
approval of any governmental agency or authority that has not been obtained on
or prior to the Second Amendment Date or those which the failure to obtain or
make could not reasonably be expected to have a Material Adverse Effect. The
issuance of the Senior Notes and the execution of the Senior Note Indenture do
not (i) contravene the Borrower's or any such Affiliate's Organic Documents,
(ii) contravene any contractual restriction, law or governmental regulation or
court decree or order binding on or affecting the Borrower or any such
Affiliate, where such contravention, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect or (iii) result in, or
require the creation or imposition of, any Lien on any of the Borrower's or any
such Affiliate's properties.

         (b) Each of the Senior Note Indenture and the Senior Notes constitutes
the legal, valid and binding obligation of the Borrower enforceable against the
Borrower in accordance with its terms. The Obligations hereunder and the other
Loan Documents constitute "Permitted Indebtedness" as defined in the Senior Note
Indenture. All Obligations, including those to pay principal of and interest
(including post-petition interest) on the Loans and Reimbursement

                                      -71-



<PAGE>



Obligations, and fees and expenses in connection therewith, constitute "Senior
Indebtedness", as defined in the Senior Note Indenture.

         SECTION 6.17. Year 2000. Any reprogramming required to permit the
proper functioning, in and following the year 2000, of (i) the Borrower's
computer systems and equipment containing embedded microchips (including systems
and equipment supplied by others or with which Borrower's systems interface) and
the testing of all such systems and equipment, as so reprogrammed, will be
completed by September 30, 1999, except where the failure to do so could not be
reasonably expected to have a Material Adverse Effect. The cost to the Borrower
of such reprogramming and testing and of the reasonably foreseeable consequences
of year 2000 to the Borrower (including, without limitation, reprogramming
errors and the failure of others' systems or equipment) will not result in a
Default or a Material Adverse Effect. Except for such of the reprogramming
referred to in the preceding sentence as may be necessary, the computer and
management information systems of the Borrower and its Subsidiaries are and,
with ordinary course upgrading and maintenance, will continue for the term of
this Agreement to be, sufficient to permit the Borrower to conduct its business
without Material Adverse Effect.


                                   ARTICLE VII

                                    COVENANTS

         SECTION 7.1. Affirmative Covenants. The Borrower agrees with the
Agents, the Issuer and each Lender that, until all Commitments have terminated
and all Obligations have been paid and performed in full, the Borrower will
perform the obligations set forth in this Section 7.1.

         SECTION 7.1.1. Financial Information, Reports, Notices, etc. The
Borrower will furnish, or will cause to be furnished, to each Lender, the Issuer
and each Agent copies of the following financial statements, reports, notices
and information:

                  (a) as soon as available and in any event within 60 days after
         the end of each of the first three Fiscal Quarters of each Fiscal Year
         of the Borrower (or, if the Borrower is required to file such
         information on a Form 10-Q with the Securities and Exchange Commission,
         promptly following such filing), a consolidated balance sheet of the
         Borrower and its Subsidiaries as of the end of such Fiscal Quarter,
         together with the related consolidated statements of profit and loss
         and cash flow for such Fiscal Quarter and for the period commencing at
         the end of the previous Fiscal Year and ending with the end of such
         Fiscal Quarter (it being understood that the foregoing requirement may
         be satisfied by delivery of the Borrower's report to the Securities and
         Exchange

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<PAGE>



         Commission on Form 10-Q), certified by the chief financial Authorized
         Officer of the Borrower;

                  (b) as soon as available and in any event within 90 days after
         the end of each Fiscal Year of the Borrower (or, if the Borrower is
         required to file such information on a Form 10-K with the Securities
         and Exchange Commission, promptly following such filing), a copy of the
         annual audit report for such Fiscal Year for the Borrower and its
         Subsidiaries, including therein a consolidated balance sheet for the
         Borrower and its Subsidiaries as of the end of such Fiscal Year,
         together with the related consolidated statements of profit and loss
         and cash flow of the Borrower and its Subsidiaries for such Fiscal Year
         (it being understood that the foregoing requirement may be satisfied by
         delivery of the Borrower's report to the Securities and Exchange
         Commission on Form 10-K, if any), in each case certified (without any
         Impermissible Qualification) by Arthur Anderson LLP or another "Big
         Six" firm of independent public accountants, together with a
         certificate from such accountants to the effect that, in making the
         examination necessary for the signing of such annual report by such
         accountants, they have not become aware of any Default that has
         occurred and is continuing, or, if they have become aware of such
         Default, describing such Default and the steps, if any, being taken to
         cure it;

                  (c) together with the delivery of the financial information
         required pursuant to clauses (a) and (b), a Compliance Certificate, in
         substantially the form of Exhibit E, executed by the chief financial
         Authorized Officer of the Borrower, showing (in reasonable detail and
         with appropriate calculations and computations in all respects
         satisfactory to the Agents) compliance with the financial covenants set
         forth in Section 7.2.4;

                  (d) as soon as possible and in any event within five Business
         Days after obtaining knowledge of the occurrence of each Default, if
         such Default is then continuing, a statement of the chief financial
         Authorized Officer of the Borrower setting forth details of such
         Default and the action which the Borrower has taken and proposes to
         take with respect thereto;

                  (e) as soon as possible and in any event within five Business
         Days after (x) the occurrence of any material adverse development with
         respect to any litigation, action, proceeding, or labor controversy
         described in Section 6.7 and the action which the Borrower has taken
         and proposes to take with respect thereto or (y) the commencement of
         any labor controversy, litigation, action, proceeding of the type
         described in Section 6.7, notice thereof and of the action which the
         Borrower has taken and proposes to take with respect thereto;


                                      -73-



<PAGE>



                  (f) promptly after the sending or filing thereof, copies of
         all reports and registration statements (other than exhibits thereto
         and any registration statement on Form S-8 or its equivalent) which the
         Borrower or any of its Subsidiaries files with the Securities and
         Exchange Commission or any national securities exchange;

                  (g) as soon as practicable after the chief financial officer
         or the chief executive officer of the Borrower or a member of the
         Borrower's Controlled Group becomes aware of (i) formal steps in
         writing to terminate any Pension Plan or (ii) the occurrence of any
         event with respect to a Pension Plan which, in the case of (i) or (ii),
         could reasonably be expected to result in a contribution to such
         Pension Plan by (or a liability to) the Borrower or a member of the
         Borrower's Controlled Group in excess of $5,000,000, (iii) the failure
         to make a required contribution to any Pension Plan if such failure is
         sufficient to give rise to a Lien under section 302(f) of ERISA, (iv)
         the taking of any action with respect to a Pension Plan which could
         reasonably be expected to result in the requirement that the Borrower
         furnish a bond to the PBGC or such Pension Plan or (v) any material
         increase in the contingent liability of the Borrower with respect to
         any post-retirement Welfare Plan benefit, notice thereof and copies of
         all documentation relating thereto;

                  (h) promptly when available and in any event within 45 days
         following the last day of each Fiscal Year of the Borrower, financial
         projections for the current Fiscal Year, prepared in reasonable detail
         by the chief accounting, financial or executive Authorized Officer of
         the Borrower;

                  (i) within 30 days after the end of each calendar month, a
         Borrowing Base Certificate that is calculated as of the last day of
         such calendar month; and

                  (j) such other information respecting the condition or
         operations, financial or otherwise, of the Borrower or any of its
         Subsidiaries as any Lender or the Issuer through the Administrative
         Agent may from time to time reasonably request.

         SECTION 7.1.2. Compliance with Laws, etc. The Borrower will, and will
cause each of its Subsidiaries to, comply in all material respects with all
applicable laws, rules, regulations and orders, such compliance to include
(without limitation):

                  (a) the maintenance and preservation of its corporate
         existence and qualification as a foreign corporation, except where the
         failure to so qualify could not reasonably be expected to have a
         Material Adverse Effect; and

                  (b) the payment, before the same become delinquent, of all
         material taxes, assessments and governmental charges imposed upon it or
         upon its property except to

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<PAGE>



         the extent being contested in good faith by appropriate proceedings and
         for which adequate reserves in accordance with GAAP shall have been set
         aside on its books.

         SECTION 7.1.3. Maintenance of Properties. Except to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect, the Borrower will, and will cause each of its Subsidiaries to, maintain,
preserve, protect and keep its properties (other than insignificant properties)
in good repair, working order and condition (ordinary wear and tear excepted),
and make necessary and proper repairs, renewals and replacements so that its
business carried on in connection therewith may be properly conducted at all
times unless the Borrower determines in good faith that the continued
maintenance of any of its properties is no longer economically desirable.

         SECTION 7.1.4. Insurance. The Borrower will, and will cause each of its
Subsidiaries to, maintain or cause to be maintained with responsible insurance
companies insurance with respect to its properties and business against such
casualties and contingencies and of such types and in such amounts as is
customary in the case of similar businesses and with such provisions and
endorsements as the Agents may reasonably request and will, upon request of the
Agents, furnish to the Agents and each Lender a certificate of an Authorized
Officer of the Borrower setting forth the nature and extent of all insurance
maintained by the Borrower and its Subsidiaries in accordance with this Section.

         SECTION 7.1.5. Books and Records. The Borrower will, and will cause
each of its Subsidiaries to, keep books and records which accurately reflect in
all material respects all of its business affairs and transactions and permit
the Agents, the Issuer and each Lender or any of their respective
representatives, at reasonable times and intervals, and upon reasonable notice,
to visit all of its offices, to discuss its financial matters with its officers
and, after notice to the Borrower and provision of an opportunity for the
Borrower to participate in such discussion, its independent public accountant
(and the Borrower hereby authorizes such independent public accountant to
discuss the Borrower's financial matters with the Issuer and each Lender or its
representatives whether or not any representative of the Borrower is present, so
long as the Borrower has been afforded a reasonable opportunity to be present)
and to examine, and photocopy extracts from, any of its books or other corporate
records. The cost and expense of each such visit shall be borne by the
applicable Agent or Lender, except that each Agent may make one such visit each
Fiscal Year and the cost and expense thereof shall be borne by the Borrower.

         SECTION 7.1.6.  Environmental Covenant.  The Borrower will and will
cause each of its Subsidiaries to,

                  (a) use and operate all of its facilities and properties in
         compliance with all Environmental Laws, keep all necessary permits,
         approvals, certificates, licenses and other authorizations relating to
         environmental matters in effect and remain in

                                      -75-



<PAGE>



         compliance therewith, and handle all Hazardous Materials in compliance
         with all applicable Environmental Laws, in each case except where the
         failure to comply with the terms of this clause could not reasonably be
         expected to have a Material Adverse Effect;

                  (b) promptly notify the Agents and provide copies of all
         written claims, complaints, notices or inquiries relating to the
         condition of its facilities and properties or compliance with
         Environmental Laws which relate to environmental matters which would
         have, or would reasonably be expected to have, a Material Adverse
         Effect, and promptly cure and have dismissed with prejudice any
         material actions and proceedings relating to compliance with
         Environmental Laws, except to the extent being diligently contested in
         good faith by appropriate proceedings and for which adequate reserves
         in accordance with GAAP have been set aside on its books; and

                  (c) provide such information and certifications which the
         Agents may reasonably request from time to time to evidence compliance
         with this Section 7.1.6.

         SECTION 7.1.7. Future Subsidiaries. Upon any Person becoming, after the
Closing Date, a Subsidiary of the Borrower, or upon the Borrower or any
Subsidiary acquiring additional Capital Stock of any existing Subsidiary, the
Borrower shall notify the Agents of such acquisition, and

                  (a) the Borrower shall promptly cause such Subsidiary to
         execute and deliver to the Administrative Agent, with counterparts for
         each Lender, a supplement to the Subsidiary Guaranty and a supplement
         to the Subsidiary Security Agreement (and, if such Subsidiary owns any
         real property, a Mortgage), together with acknowledgment copies of
         Uniform Commercial Code financing statements (form UCC-1) executed and
         delivered by the Subsidiary naming the Subsidiary as the debtor and the
         Administrative Agent as the secured party, or other similar instruments
         or documents, filed under the Uniform Commercial Code and any other
         applicable recording statutes, in the case of real property, of all
         jurisdictions as may be necessary or, in the opinion of the
         Administrative Agent, desirable to perfect the security interest of the
         Administrative Agent pursuant to the Subsidiary Security Agreement or a
         Mortgage, as the case may be (other than the perfection of security
         interests in motor vehicles owned as of the date such entity becomes a
         Subsidiary); and

                  (b) the Borrower shall promptly deliver, or cause to be
         delivered, to the Administrative Agent under a Pledge Agreement (or a
         supplement thereto) certificates (if any) representing all of the
         issued and outstanding shares of Capital Stock of such Subsidiary owned
         by the Borrower or any Subsidiary of the Borrower, as the case may be,
         along with undated stock powers for such certificates, executed in
         blank, or, if any securities subject thereto are uncertificated
         securities, confirmation and evidence

                                      -76-



<PAGE>



         satisfactory to the Agents that appropriate book entries have been made
         in the relevant books or records of a financial intermediary or the
         issuer of such securities, as the case may be, or other appropriate
         steps shall have been taken under applicable law resulting in the
         perfection of the security interest granted in favor of the
         Administrative Agent pursuant to the terms of a Pledge Agreement;

together, in each case, with such opinions, in form and substance and from
counsel satisfactory to the Agents, as the Agents may reasonably require;
provided, however, that notwithstanding the foregoing, no Non-U.S. Subsidiary
shall be required to execute and deliver a Mortgage, a supplement to the
Subsidiary Guaranty or a supplement to the Security Agreement, nor will the
Borrower or any Subsidiary of the Borrower be required to deliver in pledge
pursuant to a Pledge Agreement in excess of 65% of the total combined voting
power of all classes of Capital Stock of a Non-U.S. Subsidiary entitled to vote
in the event that such pledge would result in a material increase in tax or
similar liabilities for the Borrower and its Subsidiaries, on a consolidated
basis.

         SECTION 7.1.8. Future Leased Property and Future Acquisitions of Real
Property; Future Acquisition of Other Property. (a) Prior to entering into any
new lease of real property or renewing any existing lease of real property
following the Closing Date, the Borrower shall, and shall cause each of its U.S.
Subsidiaries to, use its (and their) best efforts (which shall not require the
expenditure of cash or the making of any material concessions under the relevant
lease) to deliver to the Administrative Agent a Waiver executed by the lessor of
any real property that is to be leased by the Borrower or such U.S. Subsidiary
for a term in excess of one year in any state which by statute grants such
lessor a "landlord's" (or similar) Lien which is superior to the Administrative
Agent's, to the extent the value of any personal property of the Borrower or its
U.S. Subsidiaries to be held at such leased property exceeds (or it is
anticipated that the value of such personal property will, at any point in time
during the term of such leasehold term, exceed) $5,000,000.

                  (b) In the event that the Borrower or any of its U.S.
         Subsidiaries shall acquire any real property having a value as
         determined in good faith by the Administrative Agent in excess of
         $2,000,000 in the aggregate, the Borrower or the applicable U.S.
         Subsidiary shall, promptly after such acquisition, execute a Mortgage
         and provide the Administrative Agent with

                           (i) evidence of the completion (or satisfactory
                  arrangements for the completion) of all recordings and filings
                  of such Mortgage as may be necessary or, in the reasonable
                  opinion of the Administrative Agent, desirable effectively to
                  create a valid, perfected first priority Lien, subject to
                  Liens permitted by Section 7.2.3, against the properties
                  purported to be covered thereby;


                                      -77-



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                           (ii) mortgagee's title insurance policies in favor of
                  the Agents and the Lenders in amounts and in form and
                  substance and issued by insurers, reasonably satisfactory to
                  the Agents, with respect to the property purported to be
                  covered by such Mortgage, insuring that title to such property
                  is marketable and that the interests created by the Mortgage
                  constitute valid first Liens thereon free and clear of all
                  defects and encumbrances other than as approved by the Agents,
                  and such policies shall also include a revolving credit
                  endorsement and such other endorsements as the Agents shall
                  request and shall be accompanied by evidence of the payment in
                  full of all premiums thereon; and

                           (iii)  such other approvals, opinions, or documents
                  as the Agents may reasonably request.

                  (c) In accordance with the terms and provisions of the
         Security Documents, provide the Agents with evidence of all recordings
         and filings as may be necessary or, in the reasonable opinion of the
         Administrative Agent, desirable to create a valid, perfected first
         priority Lien, subject to the Liens permitted by Section 7.2.3, against
         all property acquired after the Closing Date (including motor vehicles
         but excluding leases of real property) and not otherwise subject to
         Section 7.1.11.

         SECTION 7.1.9.  Use of Proceeds, etc.  The Borrower shall

                  (a) apply the proceeds of the Loans for working capital and
         general corporate purposes (including Investments permitted under
         clause (i) of Section 7.2.5) of the Borrower and its Subsidiaries; and

                  (b) use Letters of Credit only for purposes of supporting
         working capital and general corporate purposes of the Borrower and its
         Subsidiaries (including, without limitation, insurance, workers'
         compensation, performance and surety bonds and the purchase of
         inventory and equipment).

         SECTION 7.1.10.  [Intentionally Omitted]

         SECTION 7.1.11. Borrower Pledge Agreement. The Borrower covenants and
agrees that, in its capacity as a Pledged Share Issuer under (and as defined in)
the Holdco Pledge Agreement, it will cooperate in all reasonable respects
necessary to enable the Administrative Agent to exercise its rights and remedies
under the terms of the Holdco Pledge Agreement.

         SECTION 7.1.12. Year 2000. The Borrower shall take all action necessary
to assure that its computer based systems are able to effectively process data
including dates on and after January 1, 2000, except where the failure to do so
could not reasonably be expected to have a Material Adverse Effect. At the
request of the Agents or any Lender, the Borrower shall

                                      -78-



<PAGE>



provide the Agents or such Lender, as the case may be, with assurance reasonably
acceptable to the Agents or such Lender, as the case may be, of the Borrower's
year 2000 capability.

         SECTION 7.2. Negative Covenants. The Borrower agrees with the Agents,
the Issuer and each Lender that, until all Commitments have terminated, all
Letters of Credit have terminated or expired and all Obligations have been paid
and performed in full, the Borrower will perform the obligations set forth in
this Section 7.2.

         SECTION 7.2.1. Business Activities. The Borrower will not, and will not
permit any of its Subsidiaries to, engage in any business activity, except
business activities of the type in which the Borrower and its Subsidiaries are
engaged on the Restatement Effective Date, other industrial plant services and
construction services, and such other activities as may be incidental, similar
or related thereto.

         SECTION 7.2.2. Indebtedness. The Borrower will not, and will not permit
any of its Subsidiaries to, create, incur, assume or suffer to exist or
otherwise become or be liable in respect of any Indebtedness, other than,
without duplication, the following:

                  (a)  Indebtedness in respect of the Credit Extensions and
         other Obligations;

                  (b) Indebtedness incurred by the Borrower or any of its
         Subsidiaries (i) owing to any Person providing financing for the
         acquisition of any assets permitted to be acquired pursuant to Section
         7.2.7 to finance its acquisition of such assets, (ii) in respect of
         Capitalized Lease Liabilities (but only to the extent otherwise
         permitted by Section 7.2.7) and (iii) from time to time for general
         corporate purposes; provided, that the maximum aggregate amount of all
         Indebtedness permitted under this clause (b) shall not at any time
         after the Restatement Effective Date exceed $15,000,000;

                  (c)  Hedging Obligations of the Borrower or any of its
         Subsidiaries in respect of the Loans;

                  (d)  intercompany Indebtedness of (x) any Subsidiary of the
         Borrower owing to the Borrower or any of its Subsidiaries or (y) the
         Borrower to any of its Subsidiaries, which Indebtedness

                           (i) shall be evidenced by one or more promissory
                  notes in form and substance satisfactory to the Agents which
                  (except in the case of any such notes held by a Non-U.S.
                  Subsidiary) have been duly executed and delivered to (and
                  endorsed to the order of) the Administrative Agent in pledge
                  pursuant to a Pledge Agreement; and


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<PAGE>



                           (ii) shall not be forgiven or otherwise discharged
                  for any consideration other than payment (Dollar for Dollar)
                  in cash unless the Agents otherwise consent;

                  (e)  Indebtedness evidenced by the Senior Notes in an
         aggregate principal amount not to exceed $130,000,000;

                  (f) Indebtedness outstanding on the Restatement Effective Date
         and identified in Schedule 7.2.2(f) ("Ongoing Indebtedness") hereto and
         refinancings, refundings and replacements thereof; and

                  (g) unsecured Indebtedness of the Borrower or any of its
         Subsidiaries in an aggregate principal amount which, together with the
         Indebtedness permitted pursuant to clause (b) hereto, shall not exceed
         $20,000,000 at any time outstanding;

provided, however, that no Indebtedness otherwise permitted by clause (b), (d)
(as such clause (d) relates to loans made by the Borrower to Subsidiaries which
are not party to the Subsidiary Guaranty) or (g) may be incurred if, after
giving effect to the incurrence thereof, any Default shall have occurred and be
continuing, and provided, further, however, that all such Indebtedness of the
type described in clause (d)(y) above that is owed to Subsidiaries which are not
party to the Subsidiary Guaranty, shall be subordinated, in writing, to the
Obligations upon terms satisfactory to the Agents.

         SECTION 7.2.3. Liens. The Borrower will not, and will not permit any of
its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any
of its property, revenues or assets, whether now owned or hereafter acquired,
except:

                  (a) Liens securing payment of the Obligations or any Hedging
         Obligations owed to any Lender or any Affiliate of any Lender, granted
         pursuant to any Loan Document;

                  (b) Liens granted to secure payment of Ongoing Indebtedness
         permitted and described in clause (f) of Section 7.2.2 or Indebtedness
         of the type permitted and described in clause (b) of Section 7.2.2;

                  (c) Liens for taxes, assessments or other governmental charges
         or levies, including Liens pursuant to Section 107(l) of CERCLA or
         other similar law, not at the time delinquent or thereafter payable
         without penalty or being contested in good faith by appropriate
         proceedings and for which adequate reserves in accordance with GAAP
         shall have been set aside on its books;

                  (d) Liens of carriers, warehousemen, mechanics, repairmen,
         materialmen and landlords or other like liens incurred in the ordinary
         course of business for sums not

                                      -80-



<PAGE>



         overdue for a period of more than 30 days or being diligently contested
         in good faith by appropriate proceedings and for which adequate
         reserves in accordance with GAAP shall have been set aside on its
         books;

                  (e) Liens incurred in the ordinary course of business in
         connection with workmen's compensation, unemployment insurance or other
         forms of governmental insurance or benefits, or to secure performance
         of tenders, statutory obligations, insurance obligations, leases and
         contracts (other than for borrowed money) entered into in the ordinary
         course of business or to secure obligations on surety or appeal bonds;

                  (f) judgment Liens in existence less than 30 days after the
         entry thereof or with respect to which execution has been stayed or the
         payment of which is covered in full by a bond or (subject to a
         customary deductible) by insurance maintained with responsible
         insurance companies;

                  (g) Liens with respect to recorded minor imperfections of
         title and easements, rights-of-way, restrictions, reservations,
         permits, servitudes and other similar encumbrances on real property and
         fixtures which do not materially detract from the value or materially
         impair the use by the Borrower or any such Subsidiary in the ordinary
         course of their business of the property subject thereto;

                  (h)  leases or subleases granted by the Borrower or any of its
         Subsidiaries to any other Person in the ordinary course of business;
         and

                  (i) Liens in the nature of trustees' Liens granted pursuant to
         any indenture governing any Indebtedness permitted by Section 7.2.2, in
         each case in favor of the trustee under such indenture and securing
         only obligations to pay compensation to such trustee, to reimburse its
         expenses and to indemnify it under the terms thereof.

         SECTION 7.2.4.  Financial Condition.

                  (a) Net Worth. The Borrower will not permit, as of any date of
         determination, Net Worth to be less than an aggregate amount equal to
         (i) $20,000,000 plus (ii) an amount equal to 50% of cumulative positive
         Net Income from January 1, 1998 to the end of the Fiscal Quarter most
         recently ended on or prior to such date of determination.


                                      -81-



<PAGE>



                  (b) Leverage Ratio. The Borrower will not permit the Leverage
         Ratio as of the end of any Fiscal Quarter occurring during any period
         set forth below to be greater than the ratio set forth opposite such
         period:


                           Period                          Leverage Ratio
                           ------                          --------------

                  01/01/98 to 6/30/98                          6.40:1
                  07/01/98 to 9/30/98                          6.10:1
                  10/01/98 to 9/30/99                          5.70:1
                  10/01/99 to 9/30/00                          5.25:1
                  10/01/00 to 9/30/01                          5.00:1
                  10/01/01 and thereafter                      4.50:1

                  (c) Interest Coverage Ratio. The Borrower will not permit the
         Interest Coverage Ratio as of the end of any Fiscal Quarter occurring
         during any period set forth below to be less than the ratio set forth
         opposite such period:


                           Period                      Interest Coverage Ratio
                           ------                      -----------------------

                  01/01/98 to 6/30/98                          1.65:1
                  07/01/98 to 9/30/98                          1.70:1
                  10/01/98 to 9/30/99                          1.75:1
                  10/01/99 to 9/30/00                          1.80:1
                  10/01/00 to 9/30/01                          1.90:1
                  10/01/01 and thereafter                      2.10:1

                  (d) Fixed Charge Coverage Ratio. The Borrower will not permit
         the Fixed Charge Coverage Ratio as of the end of any Fiscal Quarter
         occurring during any period set forth below to be less than the ratio
         set forth opposite such period:


                              Period                 Fixed Charge Coverage Ratio
                              ------                 ---------------------------

                  01/01/98 to 6/30/98                          0.80:1
                  07/01/98 to 9/30/98                          0.90:1
                  10/01/98 to 9/30/01                          1.00:1
                  10/01/01 and thereafter                      1.10:1


                                      -82-



<PAGE>



         SECTION 7.2.5. Investments. The Borrower will not, and will not permit
any of its Subsidiaries to, make, incur, assume or suffer to exist any
Investment in any other Person, except:

                  (a) Investments existing on the Closing Date and identified in
         Item 7.2.5(a) ("Existing Investments") of the Disclosure Schedule and
         Investments existing on the Restatement Effective Date and identified
         in Schedule 7.2.5(a) ("Ongoing Investments")hereto;

                  (b)  Cash Equivalent Investments;

                  (c) without duplication, Investments permitted as Indebtedness
         pursuant to Section 7.2.2;

                  (d) without duplication, Investments permitted as Capital
         Expenditures pursuant to Section 7.2.7;

                  (e) Investments by the Borrower in any of its Subsidiaries, or
         by any such Subsidiary in any of its Subsidiaries, by way of
         contributions to capital;

                  (f) Investments made by the Borrower or any of its
         Subsidiaries, solely with proceeds which have been contributed,
         directly or indirectly, to the Borrower or such Subsidiary as cash
         equity from holders of the Borrower's common stock for the purpose of
         making an Investment identified in a notice to the Agents on or prior
         to the date that such capital contribution is made, which Investments
         shall result in the Borrower or such Subsidiary acquiring a majority
         controlling interest in the Person in which such Investment was made or
         increasing any such controlling interest already maintained by it;

                  (g) Investments to the extent the consideration received
         pursuant to clause (b)(i) of Section 7.2.9 is not all cash;

                  (h) Investments in the form of loans to officers, directors
         and employees of the Borrower and its Subsidiaries for the sole purpose
         of purchasing Holdco common stock in an aggregate amount at any time
         outstanding not to exceed $2,000,000;

                  (i) Investments made by the Borrower or any of its
         Subsidiaries consisting of, or made in connection with, the purchase or
         acquisition of all or substantially all the assets, or Capital Stock,
         of one or more Persons engaged in the same, similar or related lines of
         business to those presently conducted by the Borrower, or of a line of
         business (or geographical portion of the assets or a line of business)
         of any such Person or Persons, in an aggregate amount not to exceed
         $25,000,000 so long as after giving

                                      -83-



<PAGE>



         effect to any such Investment, (i) the Borrower shall be in pro forma
         compliance with the covenants set forth in Section 7.2.4 for the most
         recent full Fiscal Quarter immediately preceding the date of such
         Investment for which the relevant financial information has been
         delivered pursuant to clause (a) or (b) of Section 7.1.1, (ii) an
         Authorized Officer of the Borrower shall have delivered a certificate
         to the Agents in form and substance satisfactory to the Agents
         (including a calculation of the compliance with the covenants set forth
         in Section 7.2.4) certifying as to the accuracy of clause (i) above and
         (iii) in the case of an acquisition of Capital Stock, the Borrower or
         the relevant Subsidiary shall acquire (subject to Section 7.2.1) a
         majority controlling interest in the Person in which such Investment
         was made or increasing any such controlling interest maintained by it
         in such Person; or

                  (j) Investments made by the Borrower in Holdco on the Closing
         Date to the extent necessary to consummate the transactions described
         in the recitals hereto;

provided, however, that

                  (k) any Investment which when made complies with the
         requirements of the definition of the term "Cash Equivalent Investment"
         may continue to be held notwithstanding that such Investment if made
         thereafter would not comply with such requirements;

                  (l) no Investment otherwise permitted by clause (c) (except to
         the extent permitted under Section 7.2.2), (e), (f), (h) or (i) shall
         be permitted to be made if, immediately before or after giving effect
         thereto, any Default shall have occurred and be continuing.

         SECTION 7.2.6.  Restricted Payments, etc.  On and at all times after
the date hereof:

                  (a) the Borrower will not declare, pay or make any dividend,
         distribution or exchange (in cash, property or obligations) on or in
         respect of any shares of any class of Capital Stock (now or hereafter
         outstanding) of the Borrower or on any warrants, options or other
         rights with respect to any shares of any class of Capital Stock (now or
         hereafter outstanding) of the Borrower (other than dividends or
         distributions payable in its common stock or warrants to purchase its
         common stock or splits or reclassifications of its stock into
         additional or other shares of its common stock) or apply, or permit any
         of its Subsidiaries to apply, any of its funds, property or assets to
         the purchase, redemption, exchange, sinking fund or other retirement
         of, or agree or permit any of its Subsidiaries to purchase, redeem or
         exchange, any shares of any class of Capital Stock (now or hereafter
         outstanding) of the Borrower, warrants, options or other rights with
         respect to any shares of any class of Capital Stock (now or hereafter
         outstanding) of the Borrower;

                                      -84-



<PAGE>



                  (b) the Borrower will not pay or otherwise reimburse (in cash,
         property or obligations) any obligation arising under or in respect of
         the Seller Note and will not apply or permit any of its Subsidiaries to
         apply any of its funds, property or assets to the purchase, redemption,
         exchange, sinking fund or other retirement of the Seller Note;

                  (c) the Borrower will not, and will not permit any of its
         Subsidiaries to, (i) make any payment or prepayment of principal of, or
         make any payment of interest on, any Senior Note on any day other than
         the stated, scheduled date for such payment or prepayment set forth in
         the documents and instruments memorializing such Senior Note, or which
         would violate the subordination provisions of such Senior Note, or (ii)
         redeem, repurchase or defease any Senior Note; and

                  (d) the Borrower will not, and will not permit any of its
         Subsidiaries to, make any deposit for any of the foregoing purposes
         (the foregoing prohibited acts referred to in clause (a), (b) or (c)
         above or in this clause (d) are herein collectively referred to as
         "Restricted Payments");

provided, however, that,

                  (e) notwithstanding the provisions of clause (a) above, the
         Borrower shall be permitted to make Restricted Payments to Holdco to
         the extent necessary to enable Holdco to (i) pay its overhead expenses
         in an amount not to exceed $250,000 in the aggregate in any Fiscal
         Year, (ii) pay its taxes and (iii) so long as (A) no Default shall have
         occurred and be continuing on the date such Restricted Payment is
         declared or to be made, nor would a Default result from the making of
         such Restricted Payment, (B) after giving effect to the making of such
         Restricted Payment the Borrower shall be in pro forma compliance with
         the covenants set forth in Section 7.2.4 for the most recent full
         Fiscal Quarter immediately preceding the date of the payment of such
         Restricted Payment for which the relevant financial information has
         been delivered pursuant to clause (a) or clause (b) of Section 7.1.1,
         and (C) an Authorized Officer of the Borrower shall have delivered a
         certificate to the Agents in form and substance satisfactory to the
         Agents (including a calculation of the compliance with the covenants
         set forth in Section 7.2.4) certifying as to the accuracy of clauses
         (e)(iii)(A) and (e)(iii)(B) above, purchase, redeem, acquire or
         otherwise retire for value shares of Capital Stock of Holdco or
         Preferred Stock of the Borrower held by directors, officers or
         employees of Holdco or the Borrower or any of its Subsidiaries, or
         options on any such shares or related stock appreciation rights or
         similar securities owned by such directors, officers or employees (or
         their estates of beneficiaries under their estates), in all cases only
         upon death, disability, retirement, termination of employment or
         pursuant to the terms of such stock option plan or any other agreement
         under which such shares of Capital Stock, options, related rights or
         similar securities were issued (collectively referred to as a

                                      -85-



<PAGE>



         "Redemption") or to pay principal of, or interest on, notes issued by
         Holdco as permitted under Section 5.9(d) of the Holdco Pledge
         Agreement, in an aggregate amount, in the case of this clause (e)(iii),
         not to exceed $1,500,000 in any Fiscal Year; provided, that the
         Borrower can carry forward to each succeeding Fiscal Year the aggregate
         amount of Restricted Payments permitted (but not made) pursuant to this
         clause (e)(iii) in prior Fiscal Years, with up to a maximum amount of
         $3,000,000 over the term of this Agreement of the sum of (I) Restricted
         Payments permitted to be made pursuant to this clause (e)(iii) and (II)
         the outstanding face amount of notes and other consideration issued by
         Holdco pursuant to Section 5.9(d) of the Holdco Pledge Agreement;

                  (f) notwithstanding the provisions of clause (a) above, the
         Borrower shall be permitted to make Restricted Payments to Holdco to
         the extent necessary to enable Holdco to (i) pay from and after January
         1, 2000, accrued and scheduled interest which is due and payable under
         the Seller Note and (ii) pay from and after January 1, 2002, principal
         which is due and payable under Section 2 of the Seller Note, so long as
         in each case (A) no Default shall have occurred and be continuing on
         the date such Restricted Payment is declared or to be made, nor would a
         Default result from (or reasonably be expected to result from) the
         making of such Restricted Payment, (B) after giving effect to the
         making of such Restricted Payment the Borrower shall be in pro forma
         compliance with the covenants set forth in Section 7.2.4 for the most
         recent full Fiscal Quarter immediately preceding the date of the
         payment of such Restricted Payment for which the relevant financial
         information has been delivered pursuant to clause (a) or clause (b) of
         Section 7.1.1, (C) after giving effect to the making of such Restricted
         Payment, the Leverage Ratio on such pro forma basis is no greater than
         2:1 for each of the two most recent Fiscal Quarters immediately
         preceding the date of payment of such Restricted Payment, and (D) an
         Authorized Officer of the Borrower shall have delivered a certificate
         to the Agents in form and substance satisfactory to the Agents
         (including a calculation of the compliance with the covenants set forth
         in Section 7.2.4) certifying as to the accuracy of clauses (f)(A),
         (f)(B) and (f)(C) above; and

                  (g) the Borrower shall be permitted to make Restricted
         Payments on the Closing Date of the type required to effect the
         transactions described in the recitals hereto.

         SECTION 7.2.7.  Capital Expenditures, etc.  With respect to Capital
Expenditures, the parties covenant and agree as follows:

                  (a) The Borrower will not, and will not permit any of its
         Subsidiaries to, make or commit to make Capital Expenditures in any
         Fiscal Year, except Capital Expenditures which do not aggregate in
         excess of $20,000,000 in such Fiscal Year; provided, however, that to
         the extent the amount of Capital Expenditures permitted to be made in
         any Fiscal Year pursuant to this Section exceeds the aggregate amount
         of

                                      -86-



<PAGE>



         Capital Expenditures actually made during such Fiscal Year under this
         clause (a) (other than Capital Expenditures permitted pursuant to any
         amount carried forward from the prior Fiscal Year pursuant to this
         proviso), such excess amount up to $10,000,000 may be carried forward
         to (but only to) the next succeeding Fiscal Year (any such amount to be
         certified by the Borrower to the Agents in the Compliance Certificate
         delivered for the last Fiscal Quarter of such Fiscal Year, and any such
         amount carried forward to a succeeding Fiscal Year shall be deemed to
         be used prior to the Borrower and its Subsidiaries using the amount of
         Capital Expenditures permitted by this Section without giving effect to
         such carry-forward).

                  (b) The parties acknowledge and agree that the permitted
         Capital Expenditure level set forth in clause (a) above shall be
         exclusive of the amount of Capital Expenditures actually made with cash
         capital contributions (other than capital contributions made by the
         Borrower in any of its Subsidiaries or by any Subsidiary of the
         Borrower in another Subsidiary of the Borrower, except to the extent
         the source thereof is a capital contribution from Holdco) after the
         Closing Date to the Borrower or any of its Subsidiaries and
         specifically identified in a certificate delivered by an Authorized
         Officer of the Borrower to the Agents on or about the time such capital
         contribution is made.

         SECTION 7.2.8. Consolidation, Merger, etc. The Borrower will not, and
will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate
with, or merge into or with, any other corporation, or purchase or otherwise
acquire all or substantially all of the assets of any Person (or of any division
thereof) except

                  (a) any such Subsidiary may liquidate or dissolve voluntarily
         into, and may merge with and into, the Borrower (so long as the
         Borrower is the surviving corporation of such combination or merger) or
         any other Subsidiary, and the assets or stock of any Subsidiary may be
         purchased or otherwise acquired by the Borrower or any other
         Subsidiary; provided, that notwithstanding the above, a Subsidiary may
         only liquidate or dissolve into, or merge with and into, another
         Subsidiary of the Borrower if, after giving effect to such combination
         or merger, the Borrower continues to own (directly or indirectly), and
         the Administrative Agent continues to have pledged to it pursuant to a
         Pledge Agreement, a percentage of the issued and outstanding shares of
         Capital Stock (on a fully diluted basis) of the Subsidiary surviving
         such combination or merger that is equal to or in excess of the
         percentage of the issued and outstanding shares of Capital Stock (on a
         fully diluted basis) of the Subsidiary that does not survive such
         combination or merger that was (immediately prior to the combination or
         merger) owned by the Borrower or pledged to the Administrative Agent;

                  (b)  so long as no Default has occurred and is continuing or
         would occur after giving effect thereto, the Borrower or any of its
         Subsidiaries may purchase all or

                                      -87-



<PAGE>



         substantially all of the assets of any Person (or any division thereof)
         not then a Subsidiary, or acquire such Person by merger, if permitted
         (without duplication) pursuant to Section 7.2.7 or clause (f) or (i) of
         Section 7.2.5; and

                  (c) the Borrower and its Subsidiaries may consummate the
         Merger, the Sub One Merger (as defined in the Transaction Agreement),
         the Sub Two Merger (as so defined) and the other transactions
         contemplated in the Transaction Agreement.

         SECTION 7.2.9. Asset Dispositions, etc. The Borrower will not, and will
not permit any of its Subsidiaries to, sell, transfer, lease, contribute or
otherwise convey, or grant options, warrants or other rights with respect to,
all or any part of its assets, whether now owned or hereafter acquired
(including accounts receivable and Capital Stock of Subsidiaries) to any Person,
unless

                  (a) such sale, transfer, lease, contribution or conveyance of
         such assets is (i) in the ordinary course of its business (and does not
         constitute a sale, transfer, lease, contribution or other conveyance of
         all or a substantial part of the Borrower's and its Subsidiaries'
         assets, taken as a whole) or is of obsolete or worn out property, (ii)
         permitted by Section 7.2.8, or (iii) between the Borrower and one of
         its Subsidiaries or between Subsidiaries of the Borrower; or

                  (b) (i) such sale, transfer, lease, contribution or conveyance
         of such assets is for fair market value and the consideration consists
         of no less than 80% in cash, (ii) the Net Disposition Proceeds received
         from such assets, together with the Net Disposition Proceeds of all
         other assets sold, transferred, leased, contributed or conveyed
         pursuant to this clause (b) since the Closing Date, does not exceed
         (individually or in the aggregate) $15,000,000 over the term of this
         Agreement and (iii) an amount equal to the Net Disposition Proceeds
         generated from such sale, transfer, lease, contribution or conveyance
         is applied to prepay the Loans pursuant to the terms of Section 3.1.1
         and Section 3.1.2.

         SECTION 7.2.10. Modification of Certain Agreements. With-out the prior
written consent of the Required Lenders, the Borrower will not, and will not
permit any of its Subsidiaries to, consent to any amendment, supplement,
amendment and restatement, waiver or other modification of any of the terms or
provisions contained in, or applicable to, the Preferred Stock (or any charter
provisions relating thereto) or any Material Document or any schedules, exhibits
or agreements related thereto, in each case which would adversely affect the
rights or remedies of the Lenders, or the Borrower's or any Subsidiary's ability
to perform hereunder or under any Loan Document or which would increase the
purchase price with respect to the Acquisition or, in the case of the
Transaction Agreement, which would increase the Borrower's or any of its
Subsidiaries' obligations or liabilities, contingent or otherwise

                                      -88-



<PAGE>



(other than adjustments to the purchase price made pursuant to the terms of the
Transaction Agreement).

         SECTION 7.2.11. Transactions with Affiliates. The Borrower will not,
and will not permit any of its Subsidiaries to, enter into, or cause, suffer or
permit to exist any arrangement or contract with any of its other Affiliates
(other than any Obligor or any other Subsidiary of the Borrower) unless such
arrangement or contract is fair and equitable to the Borrower or such Subsidiary
and is an arrangement or contract of the kind which would be entered into by a
prudent Person in the position of the Borrower or such Subsidiary with a Person
which is not one of its Affiliates; provided, however that the Borrower and its
Subsidiaries shall be permitted to enter into and perform their obligations
under the Material Documents to which each is a party as of the Closing Date and
arrangements with DLJ and its Affiliates for underwriting, investment banking
and advisory services on usual and customary terms.

         SECTION 7.2.12.  Negative Pledges, Restrictive Agreements, etc.  The
Borrower will not, and will not permit any of its Subsidiaries to, enter into
any agreement prohibiting

                  (a) the (i) creation or assumption of any Lien upon its
         properties, revenues or assets, whether now owned or hereafter acquired
         (other than, in the case of any assets acquired with the proceeds of
         any Indebtedness permitted under Section 7.2.2(b)(i) or subject to a
         Capitalized Lease permitted under Section 7.2.2(b)(ii), customary
         limitations and prohibitions contained in such Indebtedness or
         Capitalized Lease), or (ii) ability of the Borrower or any other
         Obligor to amend or otherwise modify this Agreement or any other Loan
         Document; or

                  (b) any Subsidiary from making any payments, directly or
         indirectly, to the Borrower by way of dividends, advances, repayments
         of loans or advances, reimbursements of management and other
         intercompany charges, expenses and accruals or other returns on
         investments, or any other agreement or arrangement which restricts the
         ability of any such Subsidiary to make any payment, directly or
         indirectly, to the Borrower.

         SECTION 7.2.13. Stock of Subsidiaries. The Borrower will not permit any
Subsidiary to issue any Capital Stock (whether for value or otherwise) to any
Person other than the Borrower or another wholly-owned Subsidiary of the
Borrower.

         SECTION 7.2.14. Sale and Leaseback. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any agreement or arrangement with
any other Person providing for the leasing by the Borrower or any of its
Subsidiaries of real or personal property which has been or is to be sold or
transferred by the Borrower or any of its Subsidiaries to such other Person or
to any other Person to whom funds have been or are to be

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advanced by such Person on the security of such property or rental obligations
of the Borrower or any of its Subsidiaries.


                                  ARTICLE VIII

                                EVENTS OF DEFAULT

         SECTION 8.1.  Listing of Events of Default.  Each of the following
events or occurrences described in this Section 8.1 shall constitute an "Event
of Default".

         SECTION 8.1.1. Non-Payment of Obligations. (a) The Borrower shall
default in the payment or prepayment of any principal of any Loan when due, or
(b) any Obligor (including the Borrower) shall default (and such default shall
continue unremedied for a period of three Business Days) in the payment when due
of any interest or commitment fee with respect to the Loans or Commitments or of
any other monetary Obligation.

         SECTION 8.1.2. Breach of Warranty. Any representation or warranty of
the Borrower or any other Obligor made or deemed to be made hereunder or in any
other Loan Document executed by it or any other writing or certificate
(including the Closing Date Certificate) furnished by or on behalf of the
Borrower or any other Obligor to the Agents, the Issuer, the Arrangers or any
Lender for the purposes of or in connection with this Agreement or any such
other Loan Document (including any certificates delivered pursuant to Article V)
is or shall be incorrect when made in any material respect.

         SECTION 8.1.3. Non-Performance of Certain Covenants and Obligations.
The Borrower shall default in the due performance and observance of any of its
obligations under Section 7.1.9, 7.1.10, 7.1.12, 7.1.13 or 7.2 (other than
Section 7.2.1).

         SECTION 8.1.4. Non-Performance of Other Covenants and Obligations. Any
Obligor shall default in the due performance and observance of any other
agreement contained herein or in any other Loan Document executed by it, and
such default shall continue unremedied for a period of 30 days after notice
thereof shall have been given to the Borrower by the Administrative Agent at the
direction of the Required Lenders.

         SECTION 8.1.5. Default on Other Indebtedness. A default shall occur (i)
in the payment when due (subject to any applicable grace period), whether by
acceleration or otherwise, of any Indebtedness, other than Indebtedness
described in Section 8.1.1, of the Borrower or any of its Subsidiaries or Holdco
having a principal amount, individually or in the aggregate, in excess of
$1,000,000, or (ii) a default shall occur in the performance or observance of
any obligation or condition with respect to such Indebtedness having a principal
amount, individually or in the aggregate, in excess of $1,000,000 if the effect
of such default is

                                      -90-



<PAGE>



to accelerate the maturity of any such Indebtedness or such default shall
continue unremedied for any applicable period of time sufficient to permit the
holder or holders of such Indebtedness, or any trustee or agent for such
holders, to cause such Indebtedness to become due and payable prior to its
expressed maturity.

         SECTION 8.1.6. Judgments. Any judgment or order for the payment of
money in excess of $500,000 (not covered by insurance from a responsible
insurance company that is not denying its liability with respect thereto) shall
be rendered against the Borrower or any of its Subsidiaries or Holdco and remain
unpaid and either

                  (a)  enforcement proceedings shall have been commenced by any
         creditor upon such judgment or order; or

                  (b) there shall be any period of 30 consecutive days during
         which a stay of enforcement of such judgment or order, by reason of a
         pending appeal or otherwise, shall not be in effect.

         SECTION 8.1.7.  Pension Plans.  Any of the following events shall occur
with respect to any Pension Plan

                  (a) the termination of any Pension Plan if, as a result of
         such termination, the Borrower would be required to make a contribution
         to such Pension Plan, or would reasonably expect to incur a liability
         or obligation to such Pension Plan, in excess of $2,000,000; or

                  (b) a contribution failure occurs with respect to any Pension
         Plan sufficient to give rise to a Lien under section 302(f) of ERISA in
         an amount in excess of $2,000,000.

         SECTION 8.1.8.  Change in Control.  Any Change in Control shall occur.

         SECTION 8.1.9.  Bankruptcy, Insolvency, etc.  The Borrower or any of
its Subsidiaries or any other Obligor shall

                  (a) become insolvent or generally fail to pay, or admit in
         writing its inability or unwillingness to pay, debts as they become
         due;

                  (b) apply for, consent to, or acquiesce in, the appointment of
         a trustee, receiver, sequestrator or other custodian for the Borrower
         or any of its Subsidiaries or any other Obligor or any property of any
         thereof, or make a general assignment for the benefit of creditors;


                                      -91-



<PAGE>



                  (c) in the absence of such application, consent, acquiescence
         or assignment, permit or suffer to exist the appointment of a trustee,
         receiver, sequestrator or other custodian for the Borrower or any of
         its Subsidiaries or any other Obligor or for a substantial part of the
         property of any thereof, and such trustee, receiver, sequestrator or
         other custodian shall not be discharged within 60 days, provided that
         the Borrower, each Subsidiary and each other Obligor hereby expressly
         authorizes the Agents, the Issuer and each Lender to appear in any
         court conducting any relevant proceeding during such 60-day period to
         preserve, protect and defend their rights under the Loan Documents;

                  (d) permit or suffer to exist the commencement of any
         bankruptcy, reorganization, debt arrangement or other case or
         proceeding under any bankruptcy or insolvency law, or any dissolution,
         winding up or liquidation proceeding, in respect of the Borrower or any
         of its Subsidiaries or any other Obligor, and, if any such case or
         proceeding is not commenced by the Borrower or such Subsidiary or such
         other Obligor, such case or proceeding shall be consented to or
         acquiesced in by the Borrower or such Subsidiary or such other Obligor
         or shall result in the entry of an order for relief or shall remain for
         60 days undismissed, provided that the Borrower, each Subsidiary and
         each other Obligor hereby expressly authorizes the Agents, the Issuer
         and each Lender to appear in any court conducting any such case or
         proceeding during such 60-day period to preserve, protect and defend
         their rights under the Loan Documents; or

                  (e)  take any action (corporate or otherwise) authorizing, or
         in furtherance of, any of the foregoing.

         SECTION 8.1.10. Impairment of Security, etc. Any Loan Document, or any
Lien granted thereunder, shall (except in accordance with its terms), in whole
or in part, terminate, cease to be in full force and effect or cease to be the
legally valid, binding and enforceable obligation of any Obligor party thereto;
the Borrower or any other Obligor shall, directly or indirectly, contest in any
manner the effectiveness, validity, binding nature or enforceability thereof; or
any Lien securing any Obligation shall, in whole or in part, cease to be a
perfected first priority Lien, subject only to those exceptions expressly
permitted by the Loan Documents, except to the extent any event referred to
above (a) relates to assets of the Borrower or any of its Subsidiaries which are
immaterial, (b) results from the failure of the Administrative Agent to maintain
possession of certificates representing securities pledged under any Pledge
Agreement or to file continuation statements under the Uniform Commercial Code
of any applicable jurisdiction or (c) is covered by a lender's title insurance
policy and the relevant insurer promptly after the occurrence thereof shall have
acknowledged in writing that the same is covered by such title insurance policy.


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<PAGE>



         SECTION 8.1.11. Seller Note Redemption. Any event shall occur which,
under the terms of the Seller Note, shall require Holdco, the Borrower or any of
its Subsidiaries to purchase, redeem or otherwise acquire or offer to purchase,
redeem or otherwise acquire all or any portion of the principal amount of the
Seller Note (other than payments of principal permitted under clause (e)(ii) of
Section 7.2.6); or Holdco, the Borrower or any of its Subsidiaries shall for any
other reason purchase, redeem or otherwise acquire or offer to purchase, redeem
or otherwise acquire, or make any other payments in respect of the principal
amount of the Seller Note (other than payments of principal permitted under
clause (e)(ii) of Section 7.2.6).

         SECTION 8.2. Action if Bankruptcy, etc. If any Event of Default
described in clauses (b), (c) and (d) of Section 8.1.9 shall occur with respect
to any Obligor (other than immaterial Subsidiaries) the Commitments (if not
theretofore terminated) shall automatically terminate and the outstanding
principal amount of all outstanding Loans and all other Obligations shall
automatically be and become immediately due and payable, without notice or
demand.

         SECTION 8.3. Action if Other Event of Default. If any Event of Default
(other than an Event of Default described in clauses (b), (c) and (d) of Section
8.1.9 with respect to any Obligor (other than immaterial Subsidiaries)) shall
occur for any reason, whether voluntary or involuntary, and be continuing, the
Administrative Agent, upon the direction of the Required Lenders, shall by
notice to the Borrower declare all or any portion of the outstanding principal
amount of the Loans and other Obligations to be due and payable, require the
Borrower to provide cash collateral to be deposited with the Administrative
Agent in an amount equal to the undrawn amount of all Letters of Credit
outstanding and/or declare the Commitments (if not theretofore terminated) to be
terminated, whereupon the full unpaid amount of such Loans and other Obligations
which shall be so declared due and payable shall be and become immediately due
and payable, without further notice, demand or presentment, the Borrower shall
deposit with the Administrative Agent cash collateral in an amount equal to the
undrawn amount of all Letters of Credit outstanding and/or, as the case may be,
the Commitments shall terminate.


                                   ARTICLE IX

                                   THE AGENTS

         SECTION 9.1. Actions. Each Lender hereby appoints DLJ as its
Syndication Agent and BofA as its Administrative Agent under and for purposes of
this Agreement, the Notes and each other Loan Document. Each Lender authorizes
the Agents to act on behalf of such Lender under this Agreement, the Notes and
each other Loan Document and, in the absence of other written instructions from
the Required Lenders received from time to time by the Agents (with respect to
which each of the Agents agrees that it will comply, except as otherwise
provided in this Section or as otherwise advised by counsel), to exercise such
powers

                                      -93-



<PAGE>



hereunder and thereunder as are specifically delegated to or required of the
Agents by the terms hereof and thereof, together with such powers as may be
reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity
shall survive any termination of this Agreement) the Agents, ratably in
accordance with their respective Term Loans outstanding and Commitments (or, if
no Term Loans or Commitments are at the time outstanding and in effect, then
ratably in accordance with the principal amount of Term Loans held by such
Lender, and their respective Commitments as in effect in each case on the date
of the termination of this Agreement), from and against any and all liabilities,
obligations, losses, damages, claims, costs or expenses of any kind or nature
whatsoever which may at any time be imposed on, incurred by, or asserted
against, either of the Agents in any way relating to or arising out of this
Agreement, the Notes and any other Loan Document, including reasonable
attorneys' fees, and as to which any Agent is not reimbursed by the Borrower or
any other Obligor (and without limiting the obligation of the Borrower or any
other Obligor to do so); provided, however, that no Lender shall be liable for
the payment of any portion of such liabilities, obligations, losses, damages,
claims, costs or expenses which are determined by a court of competent
jurisdiction in a final proceeding to have resulted solely from such Agent's
gross negligence or willful misconduct. The Agents shall not be required to take
any action hereunder, under the Notes or under any other Loan Document, or to
prosecute or defend any suit in respect of this Agreement, the Notes or any
other Loan Document, unless it is indemnified hereunder to its satisfaction. If
any indemnity in favor of either of the Agents shall be or become, in such
Agent's determination, inadequate, the Agent may call for additional
indemnification from the Lenders and cease to do the acts indemnified against
hereunder until such additional indemnity is given.

         SECTION 9.2. Funding Reliance, etc. Unless the Administrative Agent
shall have been notified by telephone, confirmed in writing, by any Lender by
5:00 p.m., New York time, on the day prior to a Borrowing that such Lender will
not make available the amount which would constitute its Percentage of such
Borrowing on the date specified therefor, the Administrative Agent may assume
that such Lender has made such amount available to the Administrative Agent and,
in reliance upon such assumption, make available to the Borrower a corresponding
amount. If and to the extent that such Lender shall not have made such amount
available to the Administrative Agent, such Lender severally agrees and the
Borrower agrees to repay the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
the Administrative Agent made such amount available to the Borrower to the date
such amount is repaid to the Administrative Agent, at the interest rate
applicable at the time to Loans comprising such Borrowing.

         SECTION 9.3. Exculpation. None of the Agents or any Arranger or the
Issuer nor any of their respective directors, officers, employees or agents
shall be liable to any Lender for any action taken or omitted to be taken by it
under this Agreement or any other Loan Document, or in connection herewith or
therewith, except for its own willful misconduct or gross negligence, nor
responsible for any recitals or warranties herein or therein, nor for the

                                      -94-



<PAGE>



effectiveness, enforceability, validity or due execution of this Agreement or
any other Loan Document, nor for the creation, perfection or priority of any
Liens purported to be created by any of the Loan Documents, or the validity,
genuineness, enforceability, existence, value or sufficiency of any collateral
security, nor to make any inquiry respecting the performance by the Borrower of
its obligations hereunder or under any other Loan Document. Any such inquiry
which may be made by any Agent or the Issuer shall not obligate it to make any
further inquiry or to take any action. The Agents and the Issuer shall be
entitled to rely upon advice of counsel concerning legal matters and upon any
notice, consent, certificate, statement or writing which the Agents or the
Issuer, as applicable, believe to be genuine and to have been presented by a
proper Person.

         SECTION 9.4. Successor. The Syndication Agent may resign as such upon
one Business Day's notice to the Borrower and the Administrative Agent. The
Administrative Agent may resign as such at any time upon at least 30 days' prior
notice to the Borrower and all Lenders. If the Administrative Agent at any time
shall resign, the Required Lenders may, with the prior consent of the Borrower
(which consent shall not be unreasonably withheld), appoint another Lender as a
successor Administrative Agent which shall thereupon become the Administrative
Agent hereunder. If no successor Administrative Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment,
within 30 days after the retiring Administrative Agent's giving notice of
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent, which shall be one of the
Lenders or a commercial banking institution organized under the laws of the U.S.
(or any State thereof) or a U.S. branch or agency of a commercial banking
institution, and having a combined capital and surplus of at least $500,000,000.
Upon the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall be
entitled to receive from the retiring Administrative Agent such documents of
transfer and assignment as such successor Administrative Agent may reasonably
request, and shall thereupon succeed to and become vested with all rights,
powers, privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Administrative Agent's
resignation hereunder as the Administrative Agent, the provisions of

                  (a) this Article IX shall inure to its benefit as to any
         actions taken or omitted to be taken by it while it was the
         Administrative Agent under this Agreement; and

                  (b)  Section 10.3 and Section 10.4 shall continue to inure to
         its benefit.

         SECTION 9.5. Credit Extensions by each Agent. Each Agent and the Issuer
shall have the same rights and powers with respect to (x) (i) in the case of the
Agents, the Credit Extensions made by it or any of its Affiliates and (ii) in
the case of the Issuer, the Loans made by it or any of its Affiliates, and (y)
the Notes held by it or any of its Affiliates as any other

                                      -95-



<PAGE>



Lender and may exercise the same as if it were not an Agent or the Issuer. Each
Agent, the Issuer and each of their respective Affiliates may accept deposits
from, lend money to, and generally engage in any kind of business with the
Borrower or any Subsidiary or Affiliate of the Borrower as if such Agent or
Issuer were not an Agent or Issuer hereunder.

         SECTION 9.6. Credit Decisions. Each Lender acknowledges that it has,
independently of each Agent, each Arranger, the Issuer and each other Lender,
and based on such Lender's review of the financial information of the Borrower,
this Agreement, the other Loan Documents (the terms and provisions of which
being satisfactory to such Lender) and such other documents, information and
investigations as such Lender has deemed appropriate, made its own credit
decision to extend its Commitments. Each Lender also acknowledges that it will,
independently of each Agent, each Arranger, the Issuer and each other Lender,
and based on such other documents, information and investigations as it shall
deem appropriate at any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and privileges
available to it under this Agreement or any other Loan Document.

         SECTION 9.7. Copies, etc. The Administrative Agent shall give prompt
notice to each Lender of each notice or request required or permitted to be
given to the Administrative Agent by the Borrower pursuant to the terms of this
Agreement (unless concurrently delivered to the Lenders by the Borrower). The
Administrative Agent will distribute to each Lender each document or instrument
received for such Lender's account and copies of all other communications
received by the Administrative Agent from the Borrower for distribution to the
Lenders by the Administrative Agent in accordance with the terms of this
Agreement.

         SECTION 9.8. The Syndication Agent, the Administrative Agent and the
Issuer. Notwithstanding anything else to the contrary contained in this
Agreement or any other Loan Document, the Syndication Agent, the Administrative
Agent and the Issuer, each in such capacity, shall have no duties or
responsibilities under this Agreement or any other Loan Document nor any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Syndication Agent, the Administrative
Agent or the Issuer, as applicable, in such capacity except as are explicitly
set forth herein or in the other Loan Documents.


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

         SECTION 10.1. Waivers, Amendments, etc. The provisions of this
Agreement and of each other Loan Document may from time to time be amended,
modified or waived, if such

                                      -96-



<PAGE>



amendment, modification or waiver is in writing and consented to by the Borrower
and each Obligor party thereto and by the Required Lenders; provided, however,
that no such amendment, modification or waiver which would:

                  (a) modify any requirement hereunder that any particular
         action be taken by all the Lenders or by the Required Lenders shall be
         effective unless consented to by each Lender;

                  (b) modify this Section 10.1, or clause (a) of Section 10.10,
         change the definition of "Required Lenders", increase any Commitment
         Amount or the Percentage of any Lender, reduce any fees described in
         Article III, release any material Subsidiary Guarantor from its
         obligations under the Subsidiary Guaranty or all or substantially all
         of the collateral security (except in each case as otherwise
         specifically provided in this Agreement, the Subsidiary Guaranty, a
         Security Agreement or a Pledge Agreement) or extend any Commitment
         Termination Date shall be made without the consent of each Lender
         adversely affected thereby;

                  (c) extend the due date for, or reduce the amount of, any
         scheduled repayment of principal of or interest on or fees payable in
         respect of any Loan (or reduce the principal amount of or rate of
         interest on or fees payable in respect of any Loan) or any
         Reimbursement Obligation (which shall in each case include the
         conversion of all or any part of the Obligations into equity of any
         Obligor) shall be made without the consent of the holder of the Note
         evidencing such Loan or, in the case of a Reimbursement Obligation, the
         Issuer owed, and those Lenders participating in, such Reimbursement
         Obligation;

                  (d) affect adversely the interests, rights or obligations of
         any Agent, Issuer, Arranger or the Swing Line Lender (in its capacity
         as Agent, Issuer, Arranger or Swing Line Lender), unless consented to
         by such Agent, Issuer, Arranger or Swing Line Lender, as the case may
         be;

                  (e) (i) change the definition of "Borrowing Base Amount",
         "Eligible Account" or "Net Asset Value" (in each case if the effect of
         such change would be to require a Lender to make or participate in a
         Credit Extension in an amount that is greater than such Lender would
         have had to make or participate in immediately prior to such change) or
         (ii) have the effect (either immediately or at some later time) of
         enabling the Borrower to satisfy a condition precedent to the making of
         a Revolving Loan or the issuance of a Letter of Credit without the
         consent of Lenders holding at least 51% of the Revolving Loan
         Commitments; or

                  (f) modify clause (a)(i) of Section 3.1.1 or clause (b) of
         Section 3.1.2 without the consent of the holders of the Notes
         evidencing at least 51% of the aggregate amount

                                      -97-



<PAGE>



         of Loans outstanding under the Tranche or Tranches affected by such
         modification, or, in the case of a modification affecting the Revolving
         Loan Commitment Amount, the Lenders holding at least 51% of the
         Revolving Loan Commitments.

         For purposes of this Section 10.1, the Syndication Agent, in
coordination with the Administrative Agent, shall have primary responsibility,
together with the Borrower, in the negotiation, preparation, and documentation
relating to any amendment, modification or waiver of this Agreement, any other
Loan Document or any other agreement or document related hereto or thereto
contemplated pursuant to this Section.

No failure or delay on the part of any Agent, the Issuer, any Lender or the
holder of any Note in exercising any power or right under this Agreement or any
other Loan Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No notice to or
demand on the Borrower in any case shall entitle it to any notice or demand in
similar or other circumstances. No waiver or approval by any Agent, the Issuer,
any Lender or the holder of any Note under this Agreement or any other Loan
Document shall, except as may be otherwise stated in such waiver or approval, be
applicable to subsequent transactions. No waiver or approval hereunder shall
require any similar or dissimilar waiver or approval thereafter to be granted
hereunder.

         SECTION 10.2. Notices. All notices and other communications provided to
any party hereto under this Agreement or any other Loan Document shall be in
writing or by facsimile and addressed, delivered or transmitted to such party at
its address or facsimile number set forth on Schedule III hereto or, in the case
of a Lender that becomes a party hereto after the date hereof, as set forth in
the Lender Assignment Agreement pursuant to which such Lender becomes a Lender
hereunder or at such other address or facsimile number as may be designated by
such party in a notice to the other parties. Any notice, if mailed and properly
addressed with postage prepaid or if properly addressed and sent by pre-paid
courier service, shall be deemed given when received; any notice, if transmitted
by facsimile, shall be deemed given when transmitted (telephonic confirmation in
the case of facsimile).

         SECTION 10.3. Payment of Costs and Expenses. The Borrower agrees to pay
on demand all reasonable expenses of each of the Agents (including the
reasonable fees and out- of-pocket expenses of counsel to the Agents and of
local counsel, if any, who may be retained by counsel to the Agents) in
connection with

                  (a) the syndication by the Syndication Agent and the Arrangers
         of the Loans, the negotiation, preparation, execution and delivery of
         this Agreement and of each other Loan Document, including schedules and
         exhibits, and any amendments, waivers, consents, supplements or other
         modifications to this Agreement or any other Loan Document as may from
         time to time hereafter be required, whether or not the transactions
         contemplated hereby are consummated;

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<PAGE>



                  (b) the filing, recording, refiling or rerecording of each
         Mortgage, each Pledge Agreement and each Security Agreement and/or any
         Uniform Commercial Code financing statements relating thereto and all
         amendments, supplements and modifications to any thereof and any and
         all other documents or instruments of further assurance required to be
         filed or recorded or refiled or rerecorded by the terms hereof or of
         such Mortgage, Pledge Agreement or Security Agreement; and

                  (c) the preparation and review of the form of any document or
         instrument relevant to this Agreement or any other Loan Document.

The Borrower further agrees to pay, and to save the Agents, the Issuer and the
Lenders harmless from all liability for, any stamp or other similar taxes which
may be payable in connection with the execution or delivery of this Agreement,
the Credit Extensions made hereunder, or the issuance of the Notes or Letters of
Credit or any other Loan Documents. The Borrower also agrees to reimburse each
Agent, the Issuer and each Lender upon demand for all reasonable out-of-pocket
expenses (including reasonable attorneys' fees and legal expenses) incurred by
such Agent, the Issuer or such Lender in connection with (x) the negotiation of
any restructuring or "work-out", whether or not consummated, of any Obligations
and (y) the enforcement of any Obligations.

         SECTION 10.4. Indemnification. In consideration of the execution and
delivery of this Agreement by each Lender and the extension of the Commitments,
the Borrower hereby, to the fullest extent permitted under applicable law,
indemnifies, exonerates and holds each Agent, the Issuer, each Arranger and each
Lender and each of their respective Affiliates, and each of their respective
partners, officers, directors, employees and agents, and each other Person
controlling any of the foregoing within the meaning of either Section 15 of the
Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act
of 1934, as amended (collectively, the "Indemnified Parties"), free and harmless
from and against any and all actions, causes of action, suits, losses, costs,
liabilities and damages, and expenses actually incurred in connection therewith
(irrespective of whether any such Indemnified Party is a party to the action for
which indemnification hereunder is sought), including reasonable attorneys' fees
and disbursements (collectively, the "Indemnified Liabilities"), incurred by the
Indemnified Parties or any of them as a result of, or arising out of, or
relating to

                  (a)  any transaction financed or to be financed in whole or in
         part, directly or indirectly, with the proceeds of any Credit
         Extension;

                  (b) the entering into and performance of this Agreement and
         any other Loan Document by any of the Indemnified Parties (excluding
         any successful action brought by or on behalf of the Borrower as the
         result of any failure by any Lender or the Issuer to make any Credit
         Extension hereunder);


                                      -99-



<PAGE>



                  (c) any investigation, litigation or proceeding related to any
         acquisition or proposed acquisition by the Borrower or any of its
         Subsidiaries of all or any portion of the stock or assets of any
         Person, whether or not such Agent, the Issuer, such Arranger or such
         Lender is party thereto;

                  (d) any investigation, litigation or proceeding related to any
         environmental cleanup, audit, compliance or other matter relating to
         the Borrower's or any of its Subsidiaries' compliance with or liability
         under Environmental Law or the Release by the Borrower or any of its
         Subsidiaries of any Hazardous Material; or

                  (e) the presence on or under, or the escape, seepage, leakage,
         spillage, discharge, emission or release from, any real property owned
         or operated by the Borrower or any Subsidiary thereof of any Hazardous
         Material present on or under such property in a manner giving rise to
         liability at or prior to the time the Borrower or such Subsidiary owned
         or operated such property (including any losses, liabilities, damages,
         injuries, costs, expenses or claims asserted or arising under any
         Environmental Law), regardless of whether caused by, or within the
         control of, the Borrower or such Subsidiary,

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's gross
negligence or willful misconduct. The Borrower and its permitted successors and
assigns hereby waive, release and agree not to make any claim, or bring any cost
recovery action against, any Agent, the Issuer, any Arranger or any Lender under
CERCLA or any state equivalent, or any similar law now existing or hereafter
enacted, except to the extent arising out of the gross negligence or willful
misconduct of any Indemnified Party. It is expressly understood and agreed that
to the extent that any of such Persons is strictly liable under any
Environmental Laws, the Borrower's obligation to such Person under this
indemnity shall likewise be without regard to fault on the part of the Borrower,
to the extent permitted under applicable law, with respect to the violation or
condition which results in liability of such Person. If and to the extent that
the foregoing undertaking may be unenforceable for any reason, the Borrower
hereby agrees to make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable
law.

         SECTION 10.5. Survival. The obligations of the Borrower under Sections
4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations of the Lenders under
Sections 4.8 and 9.1, shall in each case survive any termination of this
Agreement, the payment in full of all Obligations and the termination of all
Commitments. The representations and warranties made by the Borrower and each
other Obligor in this Agreement and in each other Loan Document shall survive
the execution and delivery of this Agreement and each such other Loan Document.


                                      -100-



<PAGE>



         SECTION 10.6. Severability. Any provision of this Agreement or any
other Loan Document which is prohibited or unenforceable in any jurisdiction
shall, as to such provision and such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction.

         SECTION 10.7. Headings. The various headings of this Agreement and of
each other Loan Document are inserted for convenience only and shall not affect
the meaning or interpretation of this Agreement or such other Loan Document or
any provisions hereof or thereof.

         SECTION 10.8. Execution in Counterparts. This Agreement may be executed
by the parties hereto in several counterparts, each of which shall be executed
by the Borrower and each Agent and be deemed to be an original and all of which
shall constitute together but one and the same agreement.

         SECTION 10.9. Governing Law; Entire Agreement. THIS AGREEMENT, THE
NOTES AND EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. This
Agreement, the Notes and the other Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter hereof
and supersede any prior agreements, written or oral, with respect thereto. Upon
the execution and delivery of this Agreement by the parties hereto, all
obligations and liabilities of DLJ Merchant Banking Funding, Inc. under or
relating or with respect to the Commitment Letter shall be terminated and of no
further force or effect.

         SECTION 10.10. Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that:

                  (a) the Borrower may not assign or transfer its rights or
         obligations hereunder without the prior written consent of each of the
         Agents and all Lenders; and

                  (b) the rights of sale, assignment and transfer of the Lenders
         are subject to Section 10.11.

         SECTION 10.11. Sale and Transfer of Loans and Notes; Participations in
Loans and Notes. Each Lender may assign, or sell participations in, its Loans
and Commitments to one or more other Persons, on a non pro rata basis (except as
provided below), in accordance with this Section 10.11.


                                      -101-



<PAGE>



         SECTION 10.11.1.  Assignments.  Any Lender (the "Assignor Lender"),

                  (a) with the written consents of the Borrower, the Agents and
         (in the case of any assignment of participations in Letters of Credit
         or Revolving Loan Commitments) the Issuer and the Swing Line Lender
         (which consents shall not be unreasonably delayed or withheld and which
         consent, in the case of the Borrower, shall be deemed to have been
         given in the absence of a written notice delivered by the Borrower to
         the Agents, on or before the fifth Business Day after receipt by the
         Borrower of such Lender's request for such consent and which consents
         of the Agents and the Issuer and the Swing Line Lender shall not be
         required in the case of assignments made by BofA and DLJ or on any of
         their Affiliates) may at any time assign and delegate to one or more
         commercial banks or other financial institutions, and

                  (b) with notice to the Borrower, the Agents and (in the case
         of any assignment of participations in Letters of Credit or Revolving
         Loan Commitments) the Issuer and the Swing Line Lender, but without the
         consent of the Borrower, the Agents, the Issuer or the Swing Line
         Lender,

may assign and delegate to any of its Affiliates or to any other Lender (each
Person described in either of the foregoing clauses as being the Person to whom
such assignment and delegation is to be made, being hereinafter referred to as
an "Assignee Lender"), all or any fraction of such Lender's total Loans,
participations in Letters of Credit and Letter of Credit Outstandings with
respect thereto and Commitments (which assignment and delegation shall be, as
among Revolving Loan Commitments, Revolving Loans and participations in Letters
of Credit, of a constant, and not a varying, percentage) in a minimum aggregate
amount of the lesser of (i) $1,000,000 (if such assignment and delegation is to
a then existing Lender) or $5,000,000 (if such assignment and delegation is to a
Person not then a Lender) or (ii) the then remaining amount of such Lender's
Loans and Commitments; provided, however, that any such Assignee Lender will
comply, if applicable, with the provisions contained in Section 4.6 and the
Borrower, each other Obligor and the Agents shall be entitled to continue to
deal solely and directly with such Lender in connection with the interests so
assigned and delegated to an Assignee Lender until

                  (c) written notice of such assignment and delegation, together
         with payment instructions, addresses and related information with
         respect to such Assignee Lender, shall have been given to the Borrower
         and the Agents by such Lender and such Assignee Lender;

                  (d) such Assignee Lender shall have executed and delivered to
         the Borrower and the Agents a Lender Assignment Agreement, accepted by
         the Agents; and

                  (e)  the processing fees described below shall have been paid.

                                      -102-



<PAGE>



From and after the date that the Agents accept such Lender Assignment Agreement,
(x) the Assignee Lender thereunder shall be deemed automatically to have become
a party hereto and to the extent that rights and obligations hereunder have been
assigned and delegated to such Assignee Lender in connection with such Lender
Assignment Agreement, shall have the rights and obligations of a Lender
hereunder and under the other Loan Documents, and (y) the Assignor Lender, to
the extent that rights and obligations hereunder have been assigned and
delegated by it in connection with such Lender Assignment Agreement, shall be
released from its obligations hereunder and under the other Loan Documents.
Within ten Business Days after its receipt of notice that the Administrative
Agent has received an executed Lender Assignment Agreement, the Borrower shall
execute and deliver to the Administrative Agent (for delivery to the relevant
Assignee Lender) new Notes evidencing such Assignee Lender's assigned Loans and
Commitments and, if the Assignor Lender has retained Loans and Commitments
hereunder, replacement Notes in the principal amount of the Loans and
Commitments retained by the Assignor Lender hereunder (such Notes to be in
exchange for, but not in payment of, those Notes then held by such Assignor
Lender). Each such Note shall be dated the date of the predecessor Notes. The
Assignor Lender shall mark the predecessor Notes "exchanged" and deliver them to
the Borrower. Accrued interest on that part of the predecessor Notes evidenced
by the new Notes, and accrued fees, shall be paid as provided in the Lender
Assignment Agreement. Accrued interest on that part of the predecessor Notes
evidenced by the replacement Notes shall be paid to the Assignor Lender. Accrued
interest and accrued fees shall be paid at the same time or times provided in
the predecessor Notes and in this Agreement. Such Assignor Lender or such
Assignee Lender (but excluding DLJ and its Affiliates and BofA and its
Affiliates and their assignors and assignees) must also pay a processing fee to
the Administrative Agent upon delivery of any Lender Assignment Agreement in the
amount of $3,500, unless such assignment and delegation is by a Lender to its
Affiliate or if such assignment and delegation is by a Lender to the Federal
Reserve Bank, as provided below. Any attempted assignment and delegation not
made in accordance with this Section 10.11.1 shall be null and void. Nothing
contained in this Section 10.11.1 shall prevent or prohibit any Lender from
pledging its rights (but not its obligations to make Loans or participate in
Letters of Credit or Letter of Credit Outstandings) under this Agreement and/or
its Loans and/or its Notes hereunder to a Federal Reserve Bank in support of
borrowings made by such Lender from such Federal Reserve Bank. In the event that
S&P, Moody's or Thompson's BankWatch (or InsuranceWatch Ratings Service, in the
case of Lenders that are insurance companies (or Best's Insurance Reports, if
such insurance company is not rated by Insurance Watch Ratings Service)) shall,
after the date that any Lender with a Commitment to make Revolving Loans or
participate in Letters of Credit becomes a Lender, downgrade the long-term
certificate of deposit rating or long-term senior unsecured debt rating of such
Lender, and the resulting rating shall be below BBB-, Baa3 or C (or BB, in the
case of Lender that is an insurance company (or B, in the case of an insurance
company not rated by InsuranceWatch Ratings Service)) respectively, then the
Issuer or the Borrower (with the consent of the Agents, the Swing Line Lender
and the Issuer) shall have the right, but not the obligation, upon notice to
such Lender and the Agents, to replace such Lender with an

                                      -103-



<PAGE>



Assignee Lender in accordance with and subject to the restrictions contained in
this Section, and such Lender hereby agrees to transfer and assign without
recourse (in accordance with and subject to the restrictions contained in this
Section) all its interests, rights and obligations in respect of its Revolving
Loan Commitment under this Agreement to such Assignee Lender; provided, however,
that (i) no such assignment shall conflict with any law, rule and regulation or
order of any governmental authority and (ii) such Assignee Lender shall pay to
such Lender in immediately available funds on the date of such assignment the
principal of and interest and fees (if any) accrued to the date of payment on
the Loans made, and Letters of Credit participated in, by such Lender hereunder
and all other amounts accrued for such Lender's account or owed to it hereunder.

         SECTION 10.11.2. Participations. Any Lender may at any time sell to one
or more commercial banks or other Persons (each of such commercial banks and
other Persons being herein called a "Participant") participating interests in
any of the Loans, Commitments, participations in Letters of Credit or Letter of
Credit Outstandings or other interests of such Lender hereunder; provided,
however, that

                  (a) no participation contemplated in this Section shall
         relieve such Lender from its Commitments or its other obligations
         hereunder or under any other Loan Document;

                  (b) such Lender shall remain solely responsible for the
         performance of its Commitments and such other obligations;

                  (c) the Borrower and each other Obligor and the Agents shall
         continue to deal solely and directly with such Lender in connection
         with such Lender's rights and obligations under this Agreement and each
         of the other Loan Documents;

                  (d) no Participant, unless such Participant is an Affiliate of
         such Lender, or is itself a Lender, shall be entitled to require such
         Lender to take or refrain from taking any action hereunder or under any
         other Loan Document, except that such Lender may agree with any
         Participant that such Lender will not, without such Participant's
         consent, agree to (i) any reduction in the interest rate or amount of
         fees that such Participant is otherwise entitled to, (ii) a decrease in
         the principal amount, or an extension of the final Stated Maturity
         Date, of any Loan in which such Participant has purchased a
         participating interest or (iii) a release of all or substantially all
         of the collateral security under the Loan Documents or all or
         substantially all of the Subsidiary Guarantors under the Subsidiary
         Guaranty, in each case except as otherwise specifically provided in a
         Loan Document; and

                  (e) the Borrower shall not be required to pay any amount under
         Sections 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4 that is greater than the
         amount which it would have been required to pay had no participating
         interest been sold.

                                      -104-



<PAGE>



The Borrower acknowledges and agrees, subject to clause (e) above, that, to the
fullest extent permitted under applicable law, each Participant, for purposes of
Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 10.3 and 10.4, shall be considered a
Lender.

         SECTION 10.11.3. Assignment of Registered Notes. A Registered Note and
the Obligation(s) evidenced thereby may be assigned or otherwise transferred in
whole or in part pursuant to the terms of Section 10.11.1 and only by
registration of such assignment or transfer of such Registered Note and the
Obligation(s) evidenced thereby on the Register (and each Registered Note shall
expressly so provide). Any assignment or transfer of all or part of such
Obligation(s) and the Registered Note(s) evidencing the same shall be registered
on the Register only upon surrender for registration of assignment or transfer
of the Registered Note(s) evidencing such Obligation(s), duly endorsed by (or
accompanied by a written instrument of assignment or transfer duly executed by)
the Registered Noteholder thereof, and thereupon one or more new Registered
Note(s) in the same aggregate principal amount shall be issued to the designated
Assignee Lender, and the old Registered Note shall be returned by the
Administrative Agent to the Borrower marked "cancelled." Prior to the due
presentment for registration of assignment or transfer of any Registered Note,
the Borrower and the Agents shall treat the Person in whose name such
Obligation(s) and the Registered Note(s) evidencing the same is registered as
the owner thereof for the purpose of receiving all payments thereon and for all
other purposes, notwithstanding any notice to the contrary.

         SECTION 10.12. Other Transactions. Nothing contained herein shall
preclude any Agent, the Issuer or any other Lender from engaging in any
transaction, in addition to those contemplated by this Agreement or any other
Loan Document, with the Borrower or any of its Affiliates in which the Borrower
or such Affiliate is not restricted hereby from engaging with any other Person.

         SECTION 10.13. Forum Selection and Consent to Jurisdiction. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE
LENDERS, THE ISSUER OR THE BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY
(TO THE EXTENT PERMITTED UNDER APPLICABLE LAW) IN THE COURTS OF THE STATE OF NEW
YORK, NEW YORK COUNTY OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE
AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, NEW YORK

                                      -105-



<PAGE>



COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH
LITIGATION. THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE
STATE OF NEW YORK. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER
MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE
ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER
HEREBY IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED UNDER APPLICABLE LAW) SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.

         SECTION 10.14. Waiver of Jury Trial. THE AGENTS, THE ISSUER, THE
LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE LENDERS OR THE BORROWER.
THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN
DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE AGENTS, THE ISSUER AND THE LENDERS ENTERING INTO THIS
AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

         SECTION 10.15. Confidentiality. The Agents, the Issuer, the Arrangers
and the Lenders shall hold all non-public information obtained pursuant to or in
connection with this Agreement or obtained by them based on a review of the
books and records of the Borrower or any of its Subsidiaries in accordance with
their customary procedures for handling confidential information of this nature,
but may make disclosure to any of their examiners, Affiliates, outside auditors,
counsel and other professional advisors in connection with this Agreement or

                                      -106-



<PAGE>



as reasonably required by any potential bona fide transferee, participant or
assignee, or in connection with the exercise of remedies under a Loan Document,
or as requested by any governmental agency or representative thereof or pursuant
to legal process; provided, however, that

                  (a) unless specifically prohibited by applicable law or court
         order, each Agent, Issuer, Arranger and Lender shall notify the
         Borrower of any request by any governmental agency or representative
         thereof (other than any such request in connection with an examination
         of the financial condition of such Agent, Issuer, Arranger and Lender
         by such governmental agency) for disclosure of any such non- public
         information prior to disclosure of such information;

                  (b) prior to any such disclosure pursuant to this Section
         10.15, each Agent, Issuer, Arranger and Lender shall require any such
         bona fide transferee, participant and assignee receiving a disclosure
         of non-public information to agree in writing

                           (i)  to be bound by this Section 10.15; and

                           (ii) to require such Person to require any other
                  Person to whom such Person discloses such non-public
                  information to be similarly bound by this Section 10.15; and

                  (c) except as may be required by an order of a court of
         competent jurisdiction and to the extent set forth therein, no Lender
         shall be obligated or required to return any materials furnished by the
         Borrower or any Subsidiary.

                                      -107-



<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                                         BRAND SCAFFOLD SERVICES, INC.


                                         By: /s/ Ian R. Alexander
                                            ----------------------------------
                                             Name:  Ian Alexander
                                             Title: Chief Financial Officer
                                                     and Vice President



                                         DLJ CAPITAL FUNDING, INC.,
                                         as Syndication Agent and as a Lender


                                         By: /s/ Dana Klein
                                            ----------------------------------
                                             Name:  Dana F. Klein
                                             Title:  Vice President



                                         BANK OF AMERICA NATIONAL
                                           TRUST & SAVINGS
                                           ASSOCIATION, as
                                           Administrative Agent, as
                                           Swing Line Lender, as
                                           Issuer and as a Lender


                                         By: /s/ Daniel T. Rencricca
                                            ----------------------------------
                                             Name:  Daniel T. Rencricca
                                             Title:   Vice President









<PAGE>



LENDERS:

                                         CITY NATIONAL BANK


                                         By: /s/ George Hayrapetian
                                            ----------------------------------
                                             Name:  George Hayrapetian
                                             Title:  Vice President







<PAGE>



                                         COMERICA BANK


                                         By: /s/ Jeffrey E. Peck
                                            ----------------------------------
                                             Name:  Jeffrey E. Peck
                                             Title:   Vice President







<PAGE>




                                         LASALLE NATIONAL BANK


                                         By: /s/ David J. Carney
                                            ----------------------------------
                                             Name:  David J. Carney
                                             Title: Assistant Vice President






<PAGE>



                                         NATIONSBANK, N.A.


                                         By: /s/ Keith M. Schmelder
                                            ----------------------------------
                                             Name:  Keith M.Schmelder
                                             Title:  Senior Vice President







<PAGE>



                                         VAN KAMPEN PRIME RATE INCOME TRUST


                                         By: /s/ Jeffrey W. Maillet
                                            ----------------------------------
                                             Name:  Jeffrey W. Maillet
                                             Title:  Senior Vice President &
                                                       Director





<PAGE>



                                         BANK OF NEW YORK


                                         By:________________________________
                                             Name:
                                             Title:





<PAGE>



                                         BANK LEUMI TRUST COMPANY
                                            OF NEW YORK


                                         By: /s/ Joung Hee Hong
                                            ----------------------------------
                                             Name:  Joung Hee Hong
                                             Title:  Vice President





<PAGE>



                                         ORIX USA CORPORATION


                                         By: /s/ Hiroyuki Miyauchi
                                            ----------------------------------
                                             Name:  Hiroyuki Miyauchi
                                             Title:  Executive Vice President





<PAGE>



                                                                      SCHEDULE I

                               DISCLOSURE SCHEDULE


ITEM 6.7  Litigation.

            Description of Proceeding              Action or Claim Sought




ITEM 6.8 Existing Subsidiaries.




ITEM 6.11  Employee Benefit Plans.




ITEM 6.12 Environmental Matters.



ITEM 7.1.12 Mortgaged Properties.



ITEM 7.2.5(a) Existing Investments.









<PAGE>

<TABLE>
                                                                                                         SCHEDULE II


                                                 LENDERS' PERCENTAGES

<CAPTION>

                                  Percentage          Dollar         Percentage
                                Allocation of      Allocation of    Allocation of   Dollar Allocation
                               Revolving Loans    Revolving Loans   Term-A Loans     of Term-A Loans         TOTAL
                               ---------------    ---------------   ------------     ---------------         -----
<S>                              <C>            <C>                  <C>           <C>                  <C>
Bank Leumi Trust Co. of NY          5.56%          $1,666,666.67        5.72%         $1,630,901.29        $3,297,568
Bank of America NT&SA              11.56%          $3,466,949.95        3.22%           $918,602.46        $4,385,553
Bank of New York (Euro)            15.56%          $4,666,666.67       15.56%         $4,433,333.33        $9,100,000
City National Bank                 11.11%          $3,333,333.33       11.11%         $3,166,666.67        $6,500,000
Comerica Bank                      11.11%          $3,333,333.33       11.11%         $3,166,666.67        $6,500,000
DLJ Capital Funding Corp.           5.56%          $1,666,666.58        5.72%         $1,630,901.31        $3,297,568
LaSalle National Bank              16.67%          $5,000,000.00       16.67%         $4,750,000.00        $9,750,000
NationsBank, NA                    17.33%          $5,199,716.79       17.00%         $4,844,594.94       $10,044,312
Orix USA Corporation                   0%                  $0.00        8.33%         $2,375,000.00        $2,375,000
VanKampen American Capital          5.56%          $1,666,666.67        5.56%         $1,583,333.32        $3,250,000








<PAGE>




TOTAL                                100%         $30,000,000.00         100%        $28,500,000.00       $58,500,002

</TABLE>


                                                                I-3

<PAGE>



                                                                    SCHEDULE III
                                                                     Page 1 of 2

                           LENDERS' NOTICE INFORMATION
                           ---------------------------


DLJ CAPITAL FUNDING, INC.
Lending Office:
---------------
525 Washington Blvd.
Jersey City, New Jersey  07310
Contact:  Ed Vowinkel
Facsimile:  (201) 610-1965


BANK OF AMERICA NT&SA
Lending Office:
---------------
231 South LaSalle Street
Chicago, Illinois  60697
Contact:  Florence Anderson
Facsimile:  (312) 828-3864


CITY NATIONAL BANK
Lending Office:
---------------
City National Bank
831 S. Douglas St., Suite 100
El Segundo, California  90245
Contact:  Ana Ibrahim
Facsimile: (310) 297-8171


COMERICA BANK
Lending Office:
---------------
Comerica Bank
500 Woodward Ave, MC 3269
Detroit, Michigan  48226
Contact:  Beverly Jones
Facsimile: (313) 222-3351

FLEET BANK, N.A.
Lending Office:
---------------
Fleet Bank, N.A.
1133 6th Avenue
New York, New York  10017
Contact:  Brian Brady




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Facsimile: (212) 703-1570
LASALLE NATIONAL BANK
Lending Office:
---------------
LaSalle National Bank
135 South LaSalle Street, Suite 307
Chicago, Illinois  60603
Contact:  Mary Junkrowski
Facsimile: (312) 606-8423


THE ROYAL BANK OF SCOTLAND, PLC
Lending Office:
---------------
The Royal Bank of Scotland, PLC
Wall Street Plaza
88 Pine Street, 26th Floor
New York, New York  10005
Contact:  Helaine Griffin
Facsimile: (212) 480-0791

VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST
Lending Offices:
----------------
Van Kampen American Capital
One Parkview Plaza
Oakbrook Terrace, Illinois  60191
Contact:  Brian Murphy
Facsimile: (708) 684-8740

State Street Bank & Trust
Corporate Trust Department
P.O. Box 778
Boston, Massachusetts  02103
Contact:  Laura Magazu
Facsimile: (617) 664-5366