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                                               Published CUSIP Number: 667747AA7

                                CREDIT AGREEMENT

                            Dated as of May 20, 2005

                                      Among

                             NORTHWEST PIPE COMPANY,

                                  as Borrower,

                             BANK OF AMERICA, N.A.,

                             as Administrative Agent
                                       and
                                   L/C Issuer,

                                       and

                         The Other Lenders Party Hereto

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                                TABLE OF CONTENTS

Section                                                                     Page

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS....................................1

   1.01     Defined Terms......................................................1

   1.02     Other Interpretive Provisions.....................................14

   1.03     Accounting Terms..................................................14

   1.04     Rounding..........................................................15

   1.05     Times of Day......................................................15

   1.06     Letter of Credit Amounts..........................................15

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS.............................15

   2.01     Committed Loans...................................................15

   2.02     Borrowings, Conversions and Continuations of Committed Loans......15

   2.03     Letters of Credit.................................................16

   2.04     This section intentionally left blank.............................21

   2.05     Prepayments.......................................................21

   2.06     Termination or Reduction of Commitments...........................22

   2.07     Repayment of Loans................................................22

   2.08     Interest..........................................................22

   2.09     Fees..............................................................22

   2.10     Computation of Interest and Fees..................................23

   2.11     Evidence of Debt..................................................23

   2.12     Payments Generally; Agent's Clawback..............................23

   2.13     Sharing of Payments...............................................24

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY...........................25

   3.01     Taxes.............................................................25

   3.02     Illegality........................................................25

   3.03     Inability to Determine Rates......................................26

   3.04     Increased Costs...................................................26

   3.05     Compensation for Losses...........................................27

   3.06     Mitigation Obligations............................................27

   3.07     Survival..........................................................27

ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS.........................27

   4.01     Conditions of Initial Credit Extension............................27

   4.02     Conditions to all Credit Extensions...............................29

ARTICLE V. REPRESENTATIONS AND WARRANTIES.....................................29

   5.01     Existence, Qualification and Power; Compliance with Laws..........29


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   5.02     Authorization; No Contravention...................................29

   5.03     Governmental Authorization; Other Consents........................30

   5.04     Binding Effect....................................................30

   5.05     Financial Statements; No Material Adverse Effect; No Internal
            Control Event.....................................................30

   5.06     Litigation........................................................30

   5.07     No Default........................................................30

   5.08     Ownership of Property; Liens......................................30

   5.09     Environmental Compliance..........................................30

   5.10     Insurance.........................................................31

   5.11     Taxes.............................................................31

   5.12     ERISA Compliance..................................................31

   5.13     Subsidiaries......................................................31

   5.14     Margin Regulations; Investment Company Act; Public Utility
            Holding Company Act...............................................31

   5.15     Disclosure........................................................32

   5.16     Compliance with Laws..............................................32

   5.17     Intellectual Property; Licenses, Etc..............................32

   5.18     Rights in Collateral; Priority of Liens...........................32

ARTICLE VI. AFFIRMATIVE COVENANTS.............................................32

   6.01     Financial Statements..............................................32

   6.02     Certificates; Other Information...................................33

   6.03     Notices...........................................................34

   6.04     Payment of Obligations............................................34

   6.05     Preservation of Existence, Etc....................................34

   6.06     Maintenance of Properties.........................................34

   6.07     Maintenance of Insurance..........................................35

   6.08     Compliance with Laws..............................................35

   6.09     Books and Records.................................................35

   6.10     Inspection Rights.................................................35

   6.11     Use of Proceeds...................................................35

   6.12     Financial Covenants...............................................35

   6.13     Additional Guarantors.............................................36

   6.14     Collateral Records................................................36

   6.15     Security Interests and Real Property Liens........................36

   6.16     Other Services....................................................37

ARTICLE VII. NEGATIVE COVENANTS...............................................37

   7.01     Liens.............................................................37

   7.02     Investments.......................................................38


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   7.03     Indebtedness......................................................38

   7.04     Fundamental Changes...............................................38

   7.05     Dispositions......................................................39

   7.06     Restricted Payments...............................................39

   7.07     Change in Nature of Business......................................39

   7.08     Transactions with Affiliates......................................39

   7.09     Burdensome Agreements.............................................40

   7.10     Use of Proceeds...................................................40

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES..................................40

   8.01     Events of Default.................................................40

   8.02     Remedies Upon Event of Default....................................41

   8.03     Application of Funds..............................................42

ARTICLE IX. ADMINISTRATIVE AGENT..............................................42

   9.01     Appointment and Authorization of Administrative Agent.............42

   9.02     Rights as a Lender................................................42

   9.03     Exculpatory Provisions............................................43

   9.04     Reliance by Administrative Agent..................................43

   9.05     Delegation of Duties..............................................43

   9.06     Resignation of Agent..............................................43

   9.07     Non-Reliance on Agent and Other Lenders...........................44

   9.08     No Other Duties, Etc..............................................44

   9.09     Administrative Agent May File Proofs of Claim.....................44

   9.10     Guaranty Matters..................................................45

   9.11     Collateral Matters................................................45

ARTICLE X. MISCELLANEOUS......................................................46

   10.01    Amendments, Etc...................................................46

   10.02    Notices; Effectiveness; Electronic Communications.................47

   10.03    No Waiver; Cumulative Remedies....................................48

   10.04    Expenses; Indemnity; Damage Waiver................................48

   10.05    Payments Set Aside................................................49

   10.06    Successors and Assigns............................................50

   10.07    Treatment of Certain Information; Confidentiality.................52

   10.08    Right of Setoff...................................................52

   10.09    Interest Rate Limitation..........................................52

   10.10    Counterparts ; Integration; Effectiveness.........................53

   10.11    Survival of Representations and Warranties........................53

   10.12    Severability......................................................53


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   10.13    Governing Law; Jurisdiction; Etc..................................53

   10.14    Waiver of Right to Trial by Jury..................................54

   10.15    USA PATRIOT Act Notice............................................54

   10.16    Time of the Essence...............................................54

   10.17    Certain Agreements Not Enforceable................................54

SCHEDULES

      1.01   Existing Letters of Credit
      2.01   Commitments and Applicable Percentages
      5.06   Litigation
      5.09   Environmental Matters
      5.13   Subsidiaries and Other Equity Investments
      7.01   Existing Liens
      7.03   Existing Indebtedness
     10.02   Administrative Agent's Office, Certain Addresses for Notices

EXHIBITS

      Form of
      A      Committed Loan Notice and Notice of Prepayment of Committed Loan(s)
      B      Intentionally left blank
      C      Note
      D      Compliance Certificate
      E      Assignment and Assumption
      F      Guaranty


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                                CREDIT AGREEMENT

CREDIT AGREEMENT (this "Agreement") is entered into as of May 20, 2005 , among
NORTHWEST PIPE COMPANY, an Oregon corporation ("Borrower"), each lender from
time to time party hereto (collectively, "Lenders" and individually, a
"Lender"), and BANK OF AMERICA, N.A.("Bank of America"), as Administrative Agent
and L/C Issuer. Borrower has requested that Bank of America provide a revolving
credit facility, and Bank of America is willing to do so on the terms and
conditions set forth herein. However the parties understand and agree that Bank
of America may ask to assign a portion of its rights and obligations under this
Agreement to another bank or banks. Therefore this Agreement is prepared with
provisions contemplating multiple lenders and an Administrative Agent. This has
been done so that this Agreement will be appropriate for use with additional
lenders which may become parties to this Agreement. Until there are additional
lenders, the term "Lender" or "Lenders" shall refer to Bank of America, and all
rights and duties of the Administrative Agent shall be of benefit to, and
performed by Bank of America. In addition, whether or not there is more than one
Lender hereunder, Bank of America will act as Collateral Agent pursuant to the
Intercreditor and Collateral Agency Agreement defined below. When used in
connection with Collateral, "Agent'' shall refer to Bank of America in its
capacity as Collateral Agent.

                  ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

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

"Additional Covenant" has the meaning specified in Section 10.01(h).

"Administrative Agent" or "Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent, except that "Agent" shall refer to Bank of America as
Collateral Agent in the context of Collateral as described in the introductory
paragraphs to this Agreement.

"Administrative Agent's Office" means Agent's address and, as appropriate,
account as set forth on Schedule 10.02, or such other address or account as
Agent may from time to time notify Borrower and Lenders.

"Administrative Questionnaire" means an Administrative Questionnaire in a form
supplied by Agent, when and if Agent becomes active as Administrative Agent.

"Affiliate" means, with respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or
is under common Control with the Person specified.

"Aggregate Commitments" means the Commitments of all Lenders.

"Agreement" means this Credit Agreement.

"Applicable Percentage" means with respect to any Lender at any time, the
percentage (carried out to the ninth decimal place) of the Aggregate Commitments
represented by such Lender's Commitment at such time. If the commitment of each
Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02 or if the Aggregate
Commitments have expired, then the Applicable Percentage of each Lender shall be
determined based on the Applicable Percentage of such Lender most recently in
effect, giving effect to any subsequent assignments. The initial Applicable
Percentage of each Lender is set forth opposite the name of such Lender on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable.

"Applicable Rate" means, from time to time, the following percentages per annum,
based upon the Consolidated Total Debt to Consolidated EBITDA Ratio (the
"Financial Covenant") as set forth in the most recent Compliance Certificate
received by Agent pursuant to Section 6.02(b):


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                                 Applicable Rate

                                                  Eurodollar Rate
                                                        +
           Consolidated Total                       __________
Pricing      Debt to EBITDA       Commitment     Standby Letters of    Base Rate
 Level           Ratio               Fee              Credit           + or -
--------------------------------------------------------------------------------
   1            >=2.75:1            0.25%              1.50%             0.00%
   2      >=2.25:1 but <2.75:1      0.25%              1.25%             0.00%
   3      >=1.75:1 but <2.25:1      0.20%              1.00%            -0.25%
   4             <1.75:1            0.15%              0.75%            -0.50%

Any increase or decrease in the Applicable Rate resulting from a change in the
Financial Covenant shall become effective as of the first Business Day of the
month immediately following the date a Compliance Certificate is delivered
pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate
is not delivered when due in accordance with such Section, then Pricing Level
One shall apply as of the first Business Day of the month following the date
such Compliance Certificate was required to have been delivered and shall
continue until the first Business Day of the month following the date such
Compliance Certificate is in fact delivered. The Applicable Rate in effect from
the Closing Date through June 30, 2005 shall be determined based upon Pricing
Level 2.

"Asset Coverage Ratio" means the ratio of (a) the sum of (i) 85% of Eligible
Accounts Receivable, plus (ii) 60% of Eligible Inventory, plus (iii) 30% of
Eligible Property, Plant and Equipment to (b) Consolidated Total Debt. All of
the foregoing shall be determined by Agent upon receipt and review of all
collateral reports required in the Loan Documents and such other documents and
collateral information as Agent may from time to time require. This ratio shall
be calculated at the end of each fiscal quarter of Borrower.

"Assignment and Assumption" means an assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is
required by Section 10.06(b), and accepted by Agent, in substantially the form
of Exhibit E or any other form approved by Agent.

"Audited Financial Statements" means the audited consolidated balance sheet of
Borrower and its Subsidiaries for the fiscal year ended December 31, 2004, and
the related consolidated statements of income or operations, shareholders'
equity and cash flows for such fiscal year of Borrower and its Subsidiaries,
including the notes thereto.

"Availability Period" means the period from and including the Closing Date to
the earliest of (a) the Maturity Date, (b) the date of termination of the
Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination
of the commitment of each Lender to make Loans and of the obligation of the L/C
Issuer to make L/C Credit Extensions pursuant to Section 8.02.

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

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

"Base Rate Committed Loan" means a Committed Loan that is a Base Rate Loan.

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

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

"Borrower Materials" has the meaning specified in Section 6.02.


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"Borrowing" means a Committed Borrowing.

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

"Cash Collateralize" has the meaning specified in Section 2.03(g).

"Change in Law" means the occurrence, after the date of this Agreement, of any
of the following: (a) the adoption or taking effect of any law, rule, regulation
or treaty, (b) any change in any law, rule, regulation or treaty or in the
administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.

"Change of Control" means, with respect to any Person, an event or series of
events by which any individual(s) or entity(s) acting in concert shall have
acquired by contract or otherwise, or shall have entered into a contract or
arrangement that, upon consummation thereof, will result in its or their
acquisition of the power to exercise, directly or indirectly, a controlling
influence over the management or policies of such Person, or control over the
equity securities of such Person entitled to vote for members of the board of
directors or equivalent governing body of such Person on a fully-diluted basis
(and taking into account all such securities that such individual(s) or
entity(s) or group has the right to acquire pursuant to any option right)
representing 25% or more of the combined voting power of such securities.

"Closing Date" means the first date all the conditions precedent in Section 4.01
are satisfied or waived in accordance with Section 10.01.

"Code" means the Internal Revenue Code of 1986.

"Collateral" shall mean any and all assets and rights and interests in or to
property of Borrower and each of the other Loan Parties, whether real or
personal, tangible or intangible, in which a Lien is granted or purported to be
granted pursuant to the Collateral Documents.

"Collateral Agent" means Bank of America acting as Collateral Agent with respect
to Collateral pursuant to the terms of the Intercreditor and Collateral Agency
Agreement.

"Collateral Documents" means all agreements, instruments and documents now or
hereafter executed and delivered in connection with this Agreement pursuant to
which Liens are granted or purported to be granted to Agent in its capacity as
Collateral Agent in Collateral securing all or part of the Obligations each in
form and substance satisfactory to Agent.

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

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

"Committed Loan" has the meaning specified in Section 2.01.

"Committed Loan Notice" means a notice of (a) a Committed Borrowing, (b) a
conversion of Committed Loans from one Type to the other, or (c) a continuation
of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing,
shall be substantially in the form of Exhibit A.

"Compliance Certificate" means a certificate substantially in the form of
Exhibit D, provided, however, that, absent objection from Agent, Borrower may
provide the information required by Schedule 2 to Exhibit D in a different
format.


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"Consolidated EBITDA" means, for any period, for Borrower and its Subsidiaries,
consolidated net income, plus to the extent deducted in the calculation thereof
(i) consolidated interest expense, (ii) consolidated depreciation and
amortization, (iii) consolidated income taxes and (iv) consolidated non-cash
expenses resulting from a change in accounting principles relating to stock
options. Consolidated net income shall not include extraordinary gains. The
EBITDA of companies acquired by Borrower through permitted acquisitions shall be
included as set forth below based on financial statements and information
reported to the SEC by Borrower. Such EBITDA from such acquisitions shall be
incorporated into Consolidated EBITDA on a decreasing prorated basis, with 100%
of the acquired companies' EBITDA included in the calculation for the first
calendar quarter ending following such acquisition, 75% included in the second
quarter ending after such acquisition, 50% included in the third quarter ending
following such acquisition, and 25% included in the fourth quarter ending
following such acquisition. Thereafter, none of such EBITDA from an acquired
company shall be incorporated into Consolidated EBITDA.

"Consolidated EBITDAR" means, for any period, for Borrower and its Subsidiaries,
Consolidated EBITDA plus consolidated lease and other rent payments for the most
recently-completed quarter preceding the date of determination multiplied by
four.

"Consolidated Fixed Charge Coverage Ratio" means the ratio of Consolidated
EBITDAR to the sum of (a) consolidated interest expense for the four fiscal
quarters immediately preceding the date of determination, (b) consolidated
current maturities of long-term debt, plus consolidated current maturities of
capital leases as shown on Borrower's consolidated balance sheet on the date of
determination and (c) consolidated lease and other rent payments calculated for
the most recently completed quarter preceding the date of determination,
multiplied by four.

"Consolidated Tangible Net Worth" means for Borrower and its Subsidiaries, the
total value of assets, including leaseholds and leasehold improvements and
reserves against assets but excluding goodwill, patents, trade marks, trade
names, organization expense, unamortized debt discount and expense, capitalized
or deferred research and development costs, deferred marketing expenses, and
other like intangibles, and monies due from Affiliates, officers, directors,
employees, shareholders, members or managers (less Total Liabilities, including
but not limited to accrued and deferred income taxes).

"Consolidated Total Debt" shall mean, on any date of determination, for Borrower
and its Subsidiaries (i) any indebtedness for borrowed money (including
commercial paper and revolving credit line borrowings), (ii) any indebtedness of
Borrower or its Subsidiaries which is evidenced by bonds, debentures or notes,
(iii) any indebtedness of Borrower or its Subsidiaries representing the deferred
purchase price of property, (iv) any indebtedness whether or not representing
obligations for borrowed money (other than trade, payroll and taxes payable),
(v) indebtedness of a third party secured by liens on the assets of Borrower or
a Subsidiary, (vi) capital lease obligations of Borrower or a Subsidiary, (vii)
guaranties of Borrower or a Subsidiary, (viii) obligations with respect to
swaps, letters of credit if drawn, and similar obligations of Borrower or a
Subsidiary, or (ix) mandatory redeemable preferred stock or its equivalent of
Borrower or a Subsidiary. Consolidated Total Debt shall be reduced by the amount
of cash held by Borrower on deposit with Agent. Consolidated Total Debt does not
include indebtedness of any Subsidiary owed to Borrower or another Subsidiary.

"Consolidated Total Debt to Consolidated EBITDA Ratio" means the ratio of
Consolidated Total Debt to Consolidated EBITDA for the period of four
consecutive fiscal quarters of Borrower then most recently ended.

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

"Control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

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

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

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


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"Default Rate" means (a) when used with respect to Obligations other than L/C
Fees an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate,
if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided,
however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be
an interest rate equal to the interest rate (including any Applicable Rate)
otherwise applicable to such Loan plus 2% per annum, and (b) when used with
respect to L/C Fees, a rate equal to the Applicable Rate plus 2% per annum.

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

"Disposition" or "Dispose" means the sale, transfer, license, lease or other
disposition (including any sale and leaseback transaction) of any property by
any Person, including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith.

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

"Eligible Accounts Receivable" means trade accounts created in the ordinary
course of Borrower's business, upon which Borrower's right to receive payment is
absolute and not contingent upon the fulfillment of any condition whatsoever,
other than the obligation to provide future deliveries under phased purchase
contracts, and in which Agent has a perfected security interest of first
priority, and shall not include, unless agreed to by Agent in writing and in
advance:

      (i)   any account which is more than one hundred twenty (120) days past
            due, except with respect to any account for which Borrower has
            provided extended payment terms not to exceed one hundred eighty
            (180) days and any such extended payment account is more than thirty
            (30) days past due;

      (ii)  that portion of any account for which there exists any right of
            setoff, defense or discount (except regular discounts allowed in the
            ordinary course of business to promote prompt payment) or for which
            any defense or counterclaim has been asserted;

      (iii) any account which represents an obligation of the United States
            government or any agency of the United States (except accounts which
            represent obligations of the United States government for which the
            assignment provisions of the Federal Assignment of Claims Act, as
            amended or recodified from time to time, have been complied with to
            Agent's satisfaction);

      (iv)  any account which represents an obligation of an account debtor
            located in a foreign country other than an account debtor located in
            the Canadian provinces of Alberta, British Columbia, Manitoba,
            Ontario, Saskatchewan, the Yukon Territory, or other jurisdiction
            approved in advance and in writing by Agent, as long as, in Agent's
            determination, such Canadian or other jurisdictions recognize
            Agent's first priority security interest in and right to collect
            such account as a consequence of any security agreements and UCC
            filings in favor of Agent or Borrower has obtained a letter of
            credit or foreign receivable insurance in form and substance
            satisfactory to Agent;

      (v)   any account, which arises from the sale or lease to or performance
            of services for, or represents an obligation of, an employee,
            affiliate, partner, member, parent or subsidiary of Borrower; (vi)
            that portion of any account, which represents retention rights on
            the part of the account debtor;

      (vii) This subsection intentionally left blank.

      (viii) that portion of any account from an account debtor which represents
            the amount by which Borrower's total accounts from said account
            debtor exceeds twenty-five percent (25%) of Borrower's total
            accounts; and


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      (ix)  any account deemed ineligible by Agent when Agent, in its sole
            discretion, deems the creditworthiness or financial condition of the
            account debtor to be unsatisfactory.

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

"Eligible Inventory" means inventory acquired or manufactured in the ordinary
course of Borrower's business and in which Agent has a perfected security
interest of first priority and shall be inclusive of costs and estimated
earnings in excess of billings on uncompleted contracts, but shall not include:

      (A)   work in process and inventory that is obsolete, unsaleable or
            damaged;

      (B)   parts and supplies;

      (C)   propane tank inventory that is not accounted for at any specific
            United States location; or

      (D)   any inventory not located in the United States.

"Eligible Property Plant and Equipment" means Borrower's net property, plant and
equipment, other than real property, at book value in accordance with GAAP, in
which Agent has a perfected security interest or lien of first priority, less
any of such property not located in the United States and less all rolling
stock. Eligible Property Plant and Equipment shall also include Borrower's real
property at book value in accordance with GAAP located in the United States,
even if Agent does not have a lien on it, so long as such real property is not
subject to any Lien other than a Lien described in Section 7.01(a), 7.01(c),
7.01(d), 7.01(g) or 7.01(h).

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

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

"Equity Interests" means, with respect to any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all of
the warrants, options or other rights for the purchase or acquisition from such
Person of shares of capital stock of (or other ownership or profit interests in)
such Person, all of the securities convertible into or exchangeable for shares
of capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of determination.

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

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


                                       6
<PAGE>

"ERISA Event" means (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by Borrower or any ERISA Affiliate from a Pension Plan subject to
Section 4063 of ERISA during a plan year in which it was a substantial employer
(as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is
treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or
partial withdrawal by Borrower or any ERISA Affiliate from a Multiemployer Plan
or notification that a Multiemployer Plan is in reorganization; (d) the filing
of a notice of intent to terminate, the treatment of a Plan amendment as a
termination under Sections 4041 or 4041A of ERISA, or the commencement of
proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e)
an event or condition which constitutes grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Pension
Plan or Multiemployer Plan; or (f) the imposition of any liability under Title
IV of ERISA, other than for PBGC premiums due but not delinquent under Section
4007 of ERISA, upon Borrower or any ERISA Affiliate.

"Eurodollar Base Rate" has the meaning specified in the definition of Eurodollar
Rate.

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

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

      Where,

      "Eurodollar Base Rate" means, for such Interest Period (rounded upwards,
      as necessary, to the nearest 1/100 of 1%) the rate per annum equal to the
      British Bankers Association LIBOR Rate ("BBA LIBOR"), as published by
      Reuters (or other commercially available source providing quotations of
      BBA LIBOR as designated by Agent from time to time) at approximately 11:00
      a.m., London time, two Business Days prior to the commencement of such
      Interest Period, for Dollar deposits (for delivery on the first day of
      such Interest Period) with a term equivalent to such Interest Period. If
      such rate is not available at such time for any reason, then the
      "Eurodollar Base Rate" for such Interest Period (rounded upwards, as
      necessary, to the nearest 1/100 of 1%) shall be the rate per annum
      determined by Agent to be the rate at which deposits in Dollars for
      delivery on the first day of such Interest Period in same day funds in the
      approximate amount of the Eurodollar Rate Loan being made, continued or
      converted by Bank of America and with a term equivalent to such Interest
      Period would be offered by Bank of America's London Branch to major banks
      in the London interbank eurodollar market at their request at
      approximately 11:00 a.m. (London time) two Business Days prior to the
      commencement of such Interest Period.

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

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

"Event of Default" has the meaning specified in Section 8.01.

"Excluded Taxes" means, with respect to Agent, any Lender, the L/C Issuer or any
other recipient of any payment to be made by or on account of any obligation of
Borrower hereunder, (a) taxes imposed on or measured by its overall net income
(however denominated), and franchise taxes imposed on it (in lieu of net income
taxes), by the jurisdiction (or any political subdivision thereof) under the
laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable Lending Office is
located, and (b) any branch profits taxes imposed by the United States or any
similar tax imposed by any other jurisdiction in which Borrower is located.

"Existing Credit Agreement" has the meaning given in Section 4.01(a)(x).

"Existing Letters of Credit" means those letters of credit listed on Schedule
1.01.


                                       7
<PAGE>

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

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

"GAAP" means generally accepted accounting principles in the United States set
forth in the opinions and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

"Governmental Authority" means the government of the United States or any other
nation, or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central Bank).

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

"Guarantor" means each domestic Material Subsidiary.

"Guaranty" means each Guaranty made by a Guarantor in favor of Agent for the
benefit of Lenders, in the form attached hereto as Exhibit F.

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

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

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

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


                                       8
<PAGE>

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

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

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

      (f)   capital leases (but not operating leases);

      (g)   all obligations of such Person to purchase, redeem, retire, defease
            or otherwise make any payment in respect of any Equity Interest in
            such Person or any other Person, valued, in the case of a redeemable
            preferred interest, at the greater of its voluntary or involuntary
            liquidation preference plus accrued and unpaid dividends; and

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

For all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person. The amount of any net obligation under any
Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date.

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Indemnitees" has the meaning specified in Section 10.04(b).

"Information" has the meaning specified in Section 10.07.

"Intercreditor and Collateral Agency Agreement" means that Amended and Restated
Intercreditor and Collateral Agency Agreement entered into contemporaneously
herewith among "Prudential Investors," "Credit Agreement Lenders," "1997
Noteholders," "1998 Noteholders," "Collateral Agent" and "Credit Parties" as
those terms are defined in the Intercreditor and Collateral Agency Agreement.

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

"Interest Period" means, as to each Eurodollar Rate Loan, the period commencing
on the date such Eurodollar Rate Loan is disbursed or converted to or continued
as a Eurodollar Rate Loan and ending on the date one, two, three, six or nine
months thereafter, as selected by Borrower in its Committed Loan Notice;
provided that:

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

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

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


                                       9
<PAGE>

"Internal Control Event" means a material weakness in, or fraud that involves
management or other employees who have a significant role in, Borrower's
internal controls over financial reporting, in each case as described in the
Securities Laws.

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

"IRS" means the United States Internal Revenue Service.

"ISP" means, with respect to any Standby Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

"Issuer Documents" means with respect to any Letter of Credit, the L/C
Application, and any other document, agreement and instrument entered into by
the L/C Issuer and Borrower (or any Subsidiary) or in favor of the L/C Issuer
and relating to any such Letter of Credit.

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

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

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

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

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

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

"L/C Fee" has the meaning specified in Section 2.03(i).

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

"L/C Obligations" means, as at any date of determination, the aggregate amount
available to be drawn under all outstanding Letters of Credit plus the aggregate
of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of
computing the amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with Section
1.06. For all purposes of this Agreement, if on any date of determination a
Letter of Credit has expired by its terms but any amount may still be drawn
thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of
Credit shall be deemed to be "outstanding" in the amount so remaining available
to be drawn.


                                       10
<PAGE>

"L/C Sublimit" means an amount equal to $15,000,000. The L/C Sublimit is part
of, and not in addition to, the Aggregate Commitments.

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

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

"Letter of Credit" means any letter of credit issued hereunder and shall include
Existing Letter[s] of Credit. A Letter of Credit may be a commercial letter of
credit or a standby letter of credit.

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

"Loan" means an extension of credit by a Lender to Borrower under Article II in
the form of a Committed Loan.

"Loan Documents" means this Agreement, each Note, each Issuer Document, each
Collateral Document, and each Guaranty.

"Loan Parties" means Borrower and each Guarantor, if any.

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

"Material Subsidiary" means any Subsidiary of Borrower, the assets of which
equal or exceed 10% of the assets of Borrower and all Subsidiaries on a
consolidated basis.

"Maturity Date" means the date which is five years after the Closing Date.

"Most Favored Lender Notice" has the meaning specified in Section 10.01(h).

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

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

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

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


                                       11
<PAGE>

organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

"Other Taxes" means all present or future stamp, intangible or documentary taxes
or any other excise or property taxes, charges or similar levies arising from
any payment made hereunder or under any other Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Loan Document.

"Outstanding Amount" means (i) with respect to Committed Loans on any date, the
aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of Committed Loans occurring on such
date; and (ii) with respect to any L/C Obligations on any date, the amount of
such L/C Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount
of the L/C Obligations as of such date, including as a result of any
reimbursements by Borrower of Unreimbursed Amounts.

"Participant" has the meaning specified in Section 10.06(d).

"PBGC" means the Pension Benefit Guaranty Corporation.

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

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

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

"Platform" has the meaning specified in Section 6.02.

"Principal Lending Agreement" has the meaning specified in Section 10.01(h).

"Register" has the meaning specified in Section 10.06(c).

"Registered Public Accounting Firm" has the meaning specified in the Securities
Laws and shall be independent of Borrower as prescribed by the Securities Laws.

"Related Parties" means, with respect to any Person, such Person's Affiliates
and the partners, directors, officers, employees, agents and advisors of such
Person and of such Person's Affiliates.

"Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.

"Request for Credit Extension" means (a) with respect to a Borrowing, conversion
or continuation of Committed Loans, a Committed Loan Notice, or (b) with respect
to an L/C Credit Extension, an L/C Application.

"Required Lenders" means, as of any date of determination, Lender, or if there
is more than one Lender, then two or more Lenders having more than 50% of the
Aggregate Commitments or, if the commitment of each Lender to make Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.02, Lender, or if there is more than one Lender, then two
or more Lenders holding in the aggregate more than 50% of the Total Outstandings
(with the aggregate amount of each Lender's risk participation and funded
participation in L/C Obligations being deemed "held" by such Lender for purposes
of this definition); provided that the Commitment of, and the portion of the
Total Outstandings held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required Lenders.


                                       12
<PAGE>

"Responsible Officer" means the chief executive officer, president, chief
financial officer, treasurer or assistant treasurer of a Loan Party. Any
document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party. Borrower may designate additional persons, each of which
shall be a Responsible Officer if a Responsible Officer designates each such
additional person in writing and provides Agent a specimen signature.

"Restricted Payment" means any dividend or other distribution (whether in cash,
securities or other property) with respect to any capital stock or other Equity
Interest of Borrower or any Subsidiary, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such capital stock or other Equity Interest or on account of
any return of capital to Borrower's stockholders, partners or members (or the
equivalent Person thereof).

"Sarbanes-Oxley" means the Sarbanes-Oxley Act of 2002.

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

"Securities Laws" means the Securities Act of 1933, the Securities Exchange Act
of 1934, Sarbanes-Oxley and the applicable accounting and auditing principles,
rules, standards and practices promulgated, approved or incorporated by the SEC
or the Public Company Accounting Oversight Board, as each of the foregoing may
be amended and in effect on any applicable date hereunder.

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

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

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

"Taxes" means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable
thereto.

"Threshold Amount" means $5,000,000

"Total Liabilities" means the sum of current liabilities plus long term
liabilities.


                                       13
<PAGE>

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

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

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

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

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

      1.02 Other Interpretive Provisions. With reference to this Agreement and
each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

      (a) The definitions of terms herein shall apply equally to the singular
and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms.
The words "include," "includes" and "including" shall be deemed to be followed
by the phrase "without limitation." The word "will" shall be construed to have
the same meaning and effect as the word "shall." Unless the context requires
otherwise, (i) any definition of or reference to any agreement, instrument or
other document (including any Organization Document) shall be construed as
referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to include
such Person's successors and assigns, (iii) the words "herein," "hereof" and
"hereunder," and words of similar import when used in any Loan Document, shall
be construed to refer to such Loan Document in its entirety and not to any
particular provision thereof, (iv) all references in a Loan Document to
Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, the Loan Document in
which such references appear, (v) any reference to any law shall include all
statutory and regulatory provisions consolidating, amending, replacing or
interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time, and (vi) the words "asset" and "property" shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

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

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

      1.03 Accounting Terms.

      (a) Generally. All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity with, GAAP applied on
a consistent basis, as in effect from time to time, applied in a manner
consistent with that used in preparing the Audited Financial Statements, except
as otherwise specifically prescribed herein.

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


                                       14
<PAGE>

      (c) This subsection intentionally left blank.

      1.04 Rounding. Any financial ratios required to be maintained by Borrower
pursuant to this Agreement shall be calculated by dividing the appropriate
component by the other component, carrying the result to one place more than the
number of places by which such ratio is expressed herein and rounding the result
up or down to the nearest number (with a rounding-up if there is no nearest
number).

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

      1.06 Letter of Credit Amounts. Unless otherwise specified herein the
amount of a Letter of Credit at any time shall be deemed to be the stated amount
of such Letter of Credit in effect at such time; provided, however, that with
respect to any Letter of Credit that, by its terms or the terms of any Issuer
Document related thereto, provides for one or more automatic increases in the
stated amount thereof, the amount of such Letter of Credit shall be deemed to be
the maximum stated amount of such Letter of Credit after giving effect to all
such increases, whether or not such maximum stated amount is in effect at such
time.

               ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01 Committed Loans. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a "Committed
Loan") to Borrower from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender's Commitment; provided, however, that
after giving effect to any Committed Borrowing, (i) the Total Outstandings shall
not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount
of the Committed Loans of any Lender, plus such Lender's Applicable Percentage
of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender's
Commitment. Within the limits of each Lender's Commitment, and subject to the
other terms and conditions hereof, Borrower may borrow under this Section 2.01,
prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans
may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

      2.02 Borrowings, Conversions and Continuations of Committed Loans.

      (a) Each Committed Borrowing, each conversion of Committed Loans from one
Type to the other, and each continuation of Eurodollar Rate Loans shall be made
upon Borrower's irrevocable notice to Agent, which may be given by telephone.
Each such notice must be received by Agent not later than 11:00 a.m. (i) three
Business Days prior to the requested date of any Borrowing of, conversion to or
continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate
Loans to Base Rate Committed Loans, and (ii) on the requested date of any
Borrowing of Base Rate Committed Loans; provided, however, that if the Borrower
wishes to request Eurodollar Rate Loans having an Interest Period other than
one, two, three, six or nine months in duration as provided in the definition of
"Interest Period", the applicable notice must be received by Agent not later
than 11:00 a.m. four Business Days prior to the requested date of such
Borrowing, conversion or continuation, whereupon Agent shall give prompt notice
to Lenders of such request and determine whether the requested Interest Period
is acceptable to all of them. Not later than 11:00 a.m., three Business Days
before the requested date of such Borrowing, conversion or continuation, Agent
shall notify Borrower (which notice may be by telephone) whether or not the
requested Interest Period has been consented to by all Lenders. Each telephonic
notice by Borrower pursuant to this Section 2.02(a) must be confirmed promptly
by delivery to Agent of a written Committed Loan Notice, appropriately completed
and signed by a Responsible Officer of Borrower. Each Borrowing of, conversion
to or continuation of Eurodollar Rate Loans shall be in a principal amount of
$2,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided
in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate
Committed Loans shall be in a principal amount of $500,000 or a whole multiple
of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or
written) shall specify (i) whether Borrower is requesting a Committed Borrowing,
a conversion of Committed Loans from one Type to the other, or a continuation of
Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Committed Loans to be borrowed, converted or continued, (iv)
the Type of Committed Loans to be borrowed or to which existing Committed Loans
are to be converted, and (v) if applicable, the duration of the Interest Period
with respect thereto. If Borrower fails to specify a Type of Committed Loan in a
Committed Loan Notice or if Borrower fails to give a timely notice requesting a
conversion or continuation, then the applicable Committed Loans shall be made
as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate
Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurodollar Rate Loans. If Borrower
requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans
in any such Committed Loan Notice, but fails to specify an Interest Period, it
will be deemed to have specified an Interest Period of one month.


                                       15
<PAGE>

      (b) Following receipt of a Committed Loan Notice, Agent shall promptly
notify each Lender of the amount of its Applicable Percentage of the applicable
Committed Loans, and if no timely notice of a conversion or continuation is
provided by Borrower, Agent shall notify each Lender of the details of any
automatic conversion to Base Rate Loans described in the preceding subsection.
In the case of a Committed Borrowing, each Lender shall make the amount of its
Committed Loan available to Agent in immediately available funds at
Administrative Agent's Office not later than 1:00 p.m. on the Business Day
specified in the applicable Committed Loan Notice. Upon satisfaction of the
applicable conditions set forth in Section 4.02 (and, if such Borrowing is the
initial Credit Extension, Section 4.01), Agent shall make all funds so received
available to Borrower in like funds as received by Agent either by (i) crediting
the account of Borrower on the books of Bank of America with the amount of such
funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) Agent by Borrower;
provided, however, that if, on the date the Committed Loan Notice with respect
to such Borrowing is given by Borrower, there are L/C Borrowings outstanding,
then the proceeds of such Borrowing first, shall be applied, to the payment in
full of any such L/C Borrowings, and second, shall be made available to Borrower
as provided above.

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

      (d) Agent shall promptly notify Borrower and Lenders of the interest rate
applicable to any Interest Period for Eurodollar Rate Loans upon determination
of such interest rate.

      (e) After giving effect to all Committed Borrowings, all conversions of
Committed Loans from one Type to the other, and all continuations of Committed
Loans as the same Type, there shall not be more than 10 Interest Periods in
effect with respect to Committed Loans.

      2.03 Letters of Credit.

      (a) The Letter of Credit Commitment.

            (i) Subject to the terms and conditions set forth herein, (A) the
L/C Issuer agrees, in reliance upon the agreements of the other Lenders set
forth in this Section 2.03, (1) from time to time on any Business Day during the
period from the Closing Date until the L/C Expiration Date, to issue Letters of
Credit for the account of Borrower , and to amend or extend Letters of Credit
previously issued by it, in accordance with subsection (b) below, and (2) to
honor drawings under the Letters of Credit; and (B) the Lenders severally agree
to participate in Letters of Credit issued for the account of Borrower and any
drawings thereunder; provided that after giving effect to any L/C Credit
Extension with respect to any Letter of Credit, (x) the Total Outstandings shall
not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of
the Committed Loans of any Lender, plus such Lender's Applicable Percentage of
the Outstanding Amount of all L/C Obligations, shall not exceed such Lender's
Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not
exceed the L/C Sublimit. Each request by Borrower for the issuance or amendment
of a Letter of Credit shall be deemed to be a representation by Borrower that
the L/C Credit Extension so requested complies with the conditions set forth in
the proviso to the preceding sentence. Within the foregoing limits, and subject
to the terms and conditions hereof, Borrower's ability to obtain Letters of
Credit shall be fully revolving, and accordingly Borrower may, during the
foregoing period, obtain Letters of Credit to replace Letters of Credit that
have expired or that have been drawn upon and reimbursed. All Existing Letters
of Credit shall be deemed to have been issued pursuant hereto, and from and
after the Closing Date shall be subject to and governed by the terms and
conditions hereof.

            (ii) The L/C Issuer shall not issue any Letter of Credit, if:

                  (A) the expiry date of such requested Letter of Credit would
occur more than twelve months after the date of issuance or last extension,
unless the Required Lenders have approved such expiry date; or


                                       16
<PAGE>

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

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

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

                  (B) the issuance of such Letter of Credit would violate one or
more policies of the L/C Issuer;

                  (C) This subsection intentionally left blank;

                  (D) such Letter of Credit is to be denominated in a currency
other than Dollars;

                  (E) a default of any Lender's obligations to fund under
Section 2.03(c) exists or any Lender is at such time a Defaulting Lender
hereunder, unless the L/C Issuer has entered into satisfactory arrangements with
Borrower or such Lender to eliminate the L/C Issuer's risk with respect to such
Lender; or

                  (F) unless specifically provided for in this Agreement, such
Letter of Credit contains any provisions for automatic reinstatement of the
stated amount after any drawing thereunder.

            (iv) The L/C Issuer shall not amend any Letter of Credit if the L/C
Issuer would not be permitted at such time to issue such Letter of Credit in its
amended form under the terms hereof.

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

            (vi) The L/C Issuer shall act on behalf of the Lenders with respect
to any Letters of Credit issued by it and the documents associated therewith,
and the L/C Issuer shall have all of the benefits and immunities (A) provided to
Agent in Article IX with respect to any acts taken or omissions suffered by the
L/C Issuer in connection with Letters of Credit issued by it or proposed to be
issued by it and Issuer Documents pertaining to such Letters of Credit as fully
as if the term "Administrative Agent" or "Agent" as used in Article IX included
the L/C Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuer.

      (b) Procedures for Issuance and Amendment of Letters of Credit.

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


                                       17
<PAGE>

            (ii) Promptly after receipt of any L/C Application at the address
set forth in Section 10.02 for receiving L/C Applications and related
correspondence, the L/C Issuer will confirm with Agent (by telephone or in
writing) that Agent has received a copy of such L/C Application from Borrower
and, if not, the L/C Issuer will provide Agent with a copy thereof. Unless the
L/C Issuer has received written notice from any Lender, Agent or any Loan Party,
at least one Business Day prior to the requested date of issuance or amendment
of the applicable Letter of Credit, that one or more applicable conditions in
Article IV shall not then be satisfied, then, subject to the terms and
conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter
of Credit for the account of Borrower or enter into the applicable amendment, as
the case may be, in each case in accordance with the L/C Issuer's usual and
customary business practices. Immediately upon the issuance of each Letter of
Credit, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the L/C Issuer a risk participation in
such Letter of Credit in an amount equal to the product of such Lender's
Applicable Percentage times the amount of such Letter of Credit.

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

            (iv) If Borrower so requests in any applicable L/C Application, the
L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of
Credit that has automatic extension provisions (each, an "Auto-Extension Letter
of Credit"); provided that any such Auto-Extension Letter of Credit must permit
the L/C Issuer to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving
prior notice to the beneficiary thereof not later than a day (the "Non-Extension
Notice Date") in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer,
Borrower shall not be required to make a specific request to the L/C Issuer for
any such extension. Once an Auto-Extension Letter of Credit has been issued, the
Lenders shall be deemed to have authorized (but may not require) the L/C Issuer
to permit the extension of such Letter of Credit at any time to an expiry date
not later than the L/C Expiration Date; provided, however, that the L/C Issuer
shall not permit any such extension if (A) the L/C Issuer has determined that it
would not be permitted, or would have no obligation, at such time to issue such
Letter of Credit in its revised form (as extended) under the terms hereof (by
reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or
otherwise), or (B) it has received notice (which may be by telephone or in
writing) on or before the day that is five Business Days before the
Non-Extension Notice Date (1) from Agent that the Required Lenders have elected
not to permit such extension or (2) from Agent, any Lender or Borrower that one
or more of the applicable conditions specified in Section 4.02 is not then
satisfied, and in each such case directing the L/C Issuer not to permit such
extension.

      (c) Drawings and Reimbursements; Funding of Participations.

            (i) Upon receipt from the beneficiary of any Letter of Credit of any
notice of a drawing under such Letter of Credit, the L/C Issuer shall notify
Borrower and Agent thereof. Not later than 11:00 a.m. on the date of any payment
by the L/C Issuer under a Letter of Credit (each such date, an "Honor Date"),
Borrower shall reimburse the L/C Issuer through Agent in an amount equal to the
amount of such drawing. If Borrower fails to so reimburse the L/C Issuer by such
time, Agent shall promptly notify each Lender of the Honor Date, the amount of
the unreimbursed drawing (the "Unreimbursed Amount"), and the amount of such
Lender's Applicable Percentage thereof. In such event, Borrower shall be deemed
to have requested a Committed Borrowing of Base Rate Loans to be disbursed on
the Honor Date in an amount equal to the Unreimbursed Amount, without regard to
the minimum and multiples specified in Section 2.02 for the principal amount of
Base Rate Loans, but subject to the amount of the unutilized portion of the
Aggregate Commitments and the conditions set forth in Section 4.02 (other than
the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or
Agent pursuant to this Section 2.03(c)(i) may be given by telephone if
immediately confirmed in writing; provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such
notice.

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


                                       18
<PAGE>

            (iii) With respect to any Unreimbursed Amount that is not fully
refinanced by a Committed Borrowing of Base Rate Loans because the conditions
set forth in Section 4.02 cannot be satisfied or for any other reason, Borrower
shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the
amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing
shall be due and payable on demand (together with interest) and shall bear
interest at the Default Rate. In such event, each Lender's payment to Agent for
the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed
payment in respect of its participation in such L/C Borrowing and shall
constitute an L/C Advance from such Lender in satisfaction of its participation
obligation under this Section 2.03.

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

            (v) Each Lender's obligation to make Committed Loans or L/C Advances
to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as
contemplated by this Section 2.03(c), shall be absolute and unconditional and
shall not be affected by any circumstance, including (A) any setoff,
counterclaim, recoupment, defense or other right which such Lender may have
against the L/C Issuer, Borrower or any other Person for any reason whatsoever;
(B) the occurrence or continuance of a Default, or (C) any other occurrence,
event or condition, whether or not similar to any of the foregoing; provided,
however, that each Lender's obligation to make Committed Loans pursuant to this
Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other
than delivery by Borrower of a Committed Loan Notice). No such making of an L/C
Advance shall relieve or otherwise impair the obligation of Borrower to
reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer
under any Letter of Credit, together with interest as provided herein.

            (vi) If any Lender fails to make available to Agent for the account
of the L/C Issuer any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.03(c) by the time specified in Section
2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender
(acting through Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the L/C Issuer at a rate per annum equal to the
greater of the Federal Funds Rate and a rate determined by the L/C issuer in
accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the LC/ Issuer
in connection with the foregoing. A certificate of the L/C Issuer submitted to
any Lender (through Agent) with respect to any amounts owing under this clause
(vi) shall be conclusive absent manifest error.

      (d) Repayment of Participations.

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

            (ii) If any payment received by Agent for the account of the L/C
Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of
the circumstances described in Section 10.05 (including pursuant to any
settlement entered into by the L/C Issuer in its discretion), each Lender shall
pay to Agent for the account of the L/C Issuer its Applicable Percentage thereof
on demand of Agent, plus interest thereon from the date of such demand to the
date such amount is returned by such Lender, at a rate per annum equal to the
Federal Funds Rate from time to time in effect. The obligations of Lenders under
this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.

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

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

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


                                       19
<PAGE>

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

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

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

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

      (f) Role of L/C Issuer. Each Lender and Borrower agree that, in paying any
drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer,
Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the L/C Issuer shall be liable to any Lender for (i)
any action taken or omitted in connection herewith at the request or with the
approval of Lenders or the Required Lenders, as applicable; (ii) any action
taken or omitted in the absence of gross negligence or willful misconduct; or
(iii) the due execution, effectiveness, validity or enforceability of any
document or instrument related to any Letter of Credit or Issuer Document.
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude Borrower's
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. None of the L/C Issuer, Agent,
any of their respective Related Parties nor any correspondent, participant or
assignee of the L/C Issuer, shall be liable or responsible for any of the
matters described in clauses (i) through (v) of Section 2.03(e); provided,
however, that anything in such clauses to the contrary notwithstanding, Borrower
may have a claim against the L/C Issuer, and the L/C Issuer may be liable to
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by Borrower which Borrower proves
were caused by the L/C Issuer's willful misconduct or gross negligence or the
L/C Issuer's willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of Credit. In
furtherance and not in limitation of the foregoing, the L/C Issuer may accept
documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary,
and the L/C Issuer shall not be responsible for the validity or sufficiency of
any instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason.

      (g) Cash Collateral. Upon the request of Agent, (i) if the L/C Issuer has
honored any full or partial drawing request under any Letter of Credit and such
drawing has resulted in an L/C Borrowing, or (ii) if, as of the L/C Expiration
Date, any L/C Obligation for any reason remains outstanding, Borrower shall , in
each case, immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations . Sections 2.05 and 8.02(c) set forth certain additional
requirements to deliver Cash Collateral hereunder. For purposes hereof, "Cash
Collateralize" means to pledge and deposit with or deliver to Agent, for the
benefit of the L/C Issuer and the Lenders, as collateral for the L/C
Obligations, cash or deposit account balances pursuant to documentation in form
and substance satisfactory to Agent and the L/C Issuer (which documents are
hereby consented to by Lenders). Derivatives of such term have corresponding
meanings. Borrower hereby grants to Agent, for the benefit of the L/C Issuer and
Lenders, a security interest in all such cash, deposit accounts and all balances
therein and all proceeds of the foregoing. Cash collateral shall be maintained
in blocked, non-interest bearing deposit accounts at Bank of America.


                                       20
<PAGE>

      (h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the
L/C Issuer and Borrower when a Letter of Credit is issued (including any such
agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP
shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform
Customs and Practice for Documentary Credits, as most recently published by the
International Chamber of Commerce (the "ICC") at the time of issuance shall
apply to each commercial Letter of Credit.

      (i) L/C Fees. Borrower shall pay to Agent for the account of each Lender
in accordance with its Applicable Percentage a L/C fee (the "L/C Fee") (i) for
each commercial Letter of Credit equal to 1/8 of 1% per annum or such lesser
amount as is agreed to by Agent, Lenders and Borrower times the daily amount
available to be drawn under such Letter of Credit , and (ii) for each standby
Letter of Credit equal to the Applicable Rate times the daily amount available
to be drawn under such Letter of Credit. For purposes of computing the daily
amount available to be drawn under any Letter of Credit, the amount of such
Letter of Credit shall be determined in accordance with Section 1.06. L/C Fees
shall be (i) computed on a quarterly basis in arrears and (ii) due and payable
on the first Business Day after the end of each March, June, September and
December, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the L/C Expiration Date and thereafter on demand. If
there is any change in the Applicable Rate during any quarter, the daily amount
available to be drawn under each standby Letter of Credit shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect. Notwithstanding anything to the
contrary contained herein, upon the request of the Required Lenders, while any
Event of Default exists, all L/C Fees shall accrue at the Default Rate.

      (j) L/C Issuer customary charges. Borrower shall pay directly to the L/C
Issuer for its own account the customary issuance, presentation, amendment and
other processing fees, and other standard costs and charges, of the L/C Issuer
relating to Letters of Credit as from time to time in effect. Such individual
customary fees and standard costs and charges are due and payable on demand and
are not refundable.

      (k) Conflict with Issuer Documents. In the event of any conflict between
the terms hereof and the terms of any Issuer Documents, the terms hereof shall
control.

      2.04 This section intentionally left blank.

      2.05 Prepayments.

      (a) Borrower may, upon notice to Agent, at any time or from time to time
voluntarily prepay Committed Loans in whole or in part without premium or
penalty; provided that (i) such notice must be received by Agent not later than
11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar
Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii)
any prepayment of Eurodollar Rate Loans shall be in a principal amount of
$1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any
prepayment of Base Rate Committed Loans shall be in a principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if
less, the entire principal amount thereof then outstanding. Each such notice
shall specify the date and amount of such prepayment and the Type(s) of
Committed Loans to be prepaid. Agent will promptly notify each Lender of its
receipt of each such notice, and of the amount of such Lender's Applicable
Percentage of such prepayment. If such notice is given by Borrower, Borrower
shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein. Any prepayment of a Eurodollar
Rate Loan shall be accompanied by all accrued interest on the amount prepaid,
together with any additional amounts required pursuant to Section 3.05. Each
such prepayment shall be applied to the Committed Loans of Lenders in accordance
with their respective Applicable Percentages. The notice described in this
subsection may be given in the form of Exhibit A.

      (b) This subsection intentionally left blank.

      (c) If for any reason the Total Outstandings at any time exceed the
Aggregate Commitments then in effect, Borrower shall immediately prepay Loans
and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to
such excess; provided, however, that Borrower shall not be required to Cash
Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after
the prepayment in full of the Loans the Total Outstandings exceed the Aggregate
Commitments then in effect.


                                       21
<PAGE>

      2.06 Termination or Reduction of Commitments. Borrower may, upon notice to
Agent, terminate the Aggregate Commitments, or from time to time permanently
reduce the Aggregate Commitments; provided that (i) any such notice shall be
received by Agent not later than 11:00 a.m. five Business Days prior to the date
of termination or reduction, (ii) any such partial reduction shall be in an
aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess
thereof, (iii) Borrower shall not terminate or reduce the Aggregate Commitments
if, after giving effect thereto and to any concurrent prepayments hereunder, the
Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after
giving effect to any reduction of the Aggregate Commitments, the L/C Sublimit
exceeds the amount of the Aggregate Commitments, such Sublimit shall be
automatically reduced by the amount of such excess. Agent will promptly notify
the Lenders of any such notice of termination or reduction of the Aggregate
Commitments. Any reduction of the Aggregate Commitments shall be applied to the
Commitment of each Lender according to its Applicable Percentage. All fees
accrued until the effective date of any termination of the Aggregate Commitments
shall be paid on the effective date of such termination.

      2.07 Repayment of Loans. Borrower shall repay to Lenders on the Maturity
Date the aggregate principal amount of Committed Loans outstanding on such date.

      2.08 Interest.

      (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar
Rate Loan shall bear interest on the outstanding principal amount thereof for
each Interest Period at a rate per annum equal to the Eurodollar Rate for such
Interest Period plus the Applicable Rate; and (ii) each Base Rate Committed Loan
shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus or
minus the Applicable Rate as the case may be.

      (b) (i) If any amount of principal of any Loan is not paid when due
(without regard to any applicable grace periods), whether at stated maturity, by
acceleration or otherwise, such amount shall thereafter bear interest at a
fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws.

            (ii) If any amount (other than principal of any Loan) payable by
Borrower under any Loan Document is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or
otherwise, then upon the request of the Required Lenders, such amount shall
thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.

            (iii) Upon the request of the Required Lenders, while any Event of
Default exists, Borrower shall pay interest on the principal amount of all
outstanding Obligations hereunder at a fluctuating interest rate per annum at
all times equal to the Default Rate to the fullest extent permitted by
applicable Laws.

            (iv) Accrued and unpaid interest on past due amounts (including
interest on past due interest) shall be due and payable upon demand.

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

      2.09 Fees. In addition to certain fees described in subsections (i) and
(j) of Section 2.03:

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


                                       22
<PAGE>

      (b) This subsection intentionally left blank.

      (c) Lender's Upfront Fee. On the Closing Date, Borrower shall pay to
Lender an Upfront Fee in the amount set forth in the revised commitment letter
dated as of March 23, 2005. Such Upfront Fee is for the credit facilities
committed by Lender under this Agreement and is fully earned on the date paid.
The Upfront Fee is non-refundable for any reason whatsoever.

      2.10 Computation of Interest and Fees. All computations of interest for
Base Rate Loans when the Base Rate is determined by Bank of America's "prime
rate" shall be made on the basis of a year of 365 or 366 days, as the case may
be, and actual days elapsed. All other computations of fees and interest shall
be made on the basis of a 360-day year and actual days elapsed. Interest shall
accrue on each Loan for the day on which the Loan is made, and shall not accrue
on a Loan, or any portion thereof, for the day on which the Loan or such portion
is paid, provided that any Loan that is repaid on the same day on which it is
made shall, subject to Section 2.12(a), bear interest for one day. Each
determination by Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.

      2.11 Evidence of Debt.

      (a) The Credit Extensions made by each Lender shall be evidenced by one or
more accounts or records maintained by such Lender and by Agent in the ordinary
course of business. The accounts or records maintained by Agent and each Lender
shall be conclusive absent manifest error of the amount of the Credit Extensions
made by Lenders to Borrower and the interest and payments thereon. Any failure
to so record or any error in doing so shall not, however, limit or otherwise
affect the obligation of Borrower hereunder to pay any amount owing with respect
to the Obligations. In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of Agent in
respect of such matters, the accounts and records of Agent shall control in the
absence of manifest error. Upon the request of any Lender made through Agent,
Borrower shall execute and deliver to such Lender (through Agent) a Note, which
shall evidence such Lender's Loans in addition to such accounts or records. Each
Lender may attach schedules to its Note and endorse thereon the date, Type (if
applicable), amount and maturity of its Loans and payments with respect thereto.

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

      2.12 Payments Generally; Agent's Clawback.

      (a) General. All payments to be made by Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by Borrower
hereunder shall be made to Agent, for the account of the respective Lenders to
which such payment is owed, at the Administrative Agent's Office in Dollars and
in immediately available funds not later than 12:00 noon on the date specified
herein. Agent will promptly distribute to each Lender its Applicable
Percentage(or other applicable share as provided herein) of such payment in like
funds as received by wire transfer to such Lender's Lending Office. All payments
received by Agent after 12:00 noon shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue. If any payment to be made by Borrower shall come due on a day other than
a Business Day, payment shall be made on the next following Business Day, and
such extension of time shall be reflected in computing interest or fees, as the
case may be.

      (b) (i) Funding by Lenders; Presumption by Agent. Unless Agent shall have
received notice from a Lender prior to the proposed date of any Committed
Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing
of Base Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing)
that such Lender will not make available to Agent such Lender's share of such
Committed Borrowing, Agent may assume that such Lender has made such share
available on such date in accordance with Section 2.02 (or, in the case of a
Committed Borrowing of Base Rate Loans, that such Lender has made such share
available in accordance with and at the time required by Section 2.02) and may,
in reliance upon such assumption, make available to Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the
applicable Committed Borrowing available to Agent, then the applicable Lender
and Borrower severally agree to pay to Agent forthwith on demand such
corresponding amount in immediately available funds with interest thereon, for


                                       23
<PAGE>

each day from and including the date such amount is made available to Borrower
to but excluding the date of payment to Agent, at (A) in the case of a payment
to be made by such Lender, the greater of the Federal Funds Rate and a rate
determined by Agent in accordance with banking industry rules on interbank
compensation, plus any administrative, processing or similar fees customarily
charged by Agent in connection with the foregoing and (B) in the case of a
payment to be made by Borrower, the interest rate applicable to Base Rate Loans.
If Borrower and such Lender shall pay such interest to Agent for the same or an
overlapping period, Agent shall promptly remit to Borrower the amount of such
interest paid by Borrower for such period. If such Lender pays its share of the
applicable Committed Borrowing to Agent, then the amount so paid shall
constitute such Lender's Committed Loan included in such Committed Borrowing.
Any payment by Borrower shall be without prejudice to any claim Borrower may
have against a Lender that shall have failed to make such payment to Agent.

            (ii) Payments by Borrower; Presumptions by Agent. Unless Agent shall
have received notice from Borrower prior to the date on which any payment is due
to Agent for the account of the Lenders or the L/C Issuer hereunder that
Borrower will not make such payment, Agent may assume that Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to Lenders or the L/C Issuer, as the case may be, the
amount due. In such event, if Borrower has not in fact made such payment, then
each of Lenders or the L/C Issuer, as the case may be, severally agrees to repay
to Agent forthwith on demand the amount so distributed to such Lender or the L/C
Issuer, in immediately available funds with interest thereon, for each day from
and including the date such amount is distributed to it to but excluding the
date of payment to Agent, at the greater of the Federal Funds Rate and a rate
determined by Agent in accordance with banking industry rules on interbank
compensation. A notice of Agent to any Lender or Borrower with respect to any
amount owing under this subsection (b) shall be conclusive, absent manifest
error.

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

      (d) Obligations of Lenders Several. The obligations of Lenders hereunder
to make Committed Loans, to fund participations in Letters of Credit and to make
payments under Section 10.04(c) are several and not joint. The failure of any
Lender to make any Committed Loan, to fund any such participation or to make any
payment under Section 10.04(c) on any date required hereunder shall not relieve
any other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its
Committed Loan, purchase its participation or to make its payment under Section
10.04(c):

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

      2.13 Sharing of Payments. If any Lender shall, by exercising any right of
setoff or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of the Committed Loans made by it, or the participations
in L/C Obligations held by it resulting in such Lender's receiving payment of a
proportion of the aggregate amount of such Committed Loans or participations and
accrued interest thereon greater than its pro rata share thereof as provided
herein, then the Lender receiving such greater proportion shall (a) notify Agent
of such fact, and (b) purchase (for cash at face value) participations in the
Committed Loans and subparticipations in L/C Obligations of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Committed Loans and other amounts owing them, provided that:

            (i) if any such participations or subparticipations are purchased
and all or any portion of the payment giving rise thereto is recovered, such
participations or subparticipations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest; and

            (ii) the provisions of this Section shall not be construed to apply
to (x) any payment made by Borrower pursuant to and in accordance with the
express terms of this Agreement or (y) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Committed Loans or subparticipations in L/C Obligations to any assignee or
participant, other than to Borrower or any Subsidiary thereof (as to which the
provisions of this Section shall apply).


                                       24
<PAGE>

Each Loan Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.

              ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01 Taxes.

      (a) Payments Free of Taxes. Any and all payments by Borrower to or on
account of any obligation of Borrower hereunder or under any other Loan Document
shall be made free and clear of and without reduction or withholding for any
Indemnified Taxes or Other Taxes, provided that if Borrower shall be required by
any applicable law to deduct any Indemnified Taxes (including any Other Taxes)
from such payments, then, (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section), Agent, Lender or L/C Issuer, as the
case may be, receives an amount equal to the sum it would have received had no
such deductions been made, (ii) Borrower shall make such deductions, and (iii)
Borrower shall timely pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

      (b) Payment of Other Taxes by Borrower. Without limiting the provisions of
subsection (a) above, Borrower shall timely pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

      (c) Indemnification by Borrower. Borrower shall indemnify Agent, each
Lender and the L/C Issuer, within 10 days after demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this
Section) paid by Agent, such Lender or the L/C Issuer, as the case may be, and
any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to
Borrower by a Lender or the L/C Issuer (with a copy to Agent), or by Agent on
its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive
absent manifest error.

      (d) Evidence of Payments. Upon request by Agent, as soon as practicable
after any payment of Indemnified Taxes or Other Taxes by Borrower to a
Governmental Authority, Borrower shall deliver to Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to Agent.

      (e) Status of Lenders. Any Lender, if requested by Borrower or Agent,
shall deliver such documentation prescribed by applicable law or reasonably
requested by Borrower or Agent as will enable the Borrower or Agent to determine
whether or not such Lender is subject to backup withholding or information
reporting requirements.

      (f) Treatment of Certain Refunds. If Agent, any Lender or the L/C Issuer
determines, in its sole discretion, that it has received a refund of any Taxes
or Other Taxes as to which it has been indemnified by Borrower or with respect
to which Borrower has paid additional amounts pursuant to this Section, it shall
pay to Borrower an amount equal to such refund (but only to the extent of
indemnity payments made, or additional amounts paid, by Borrower under this
Section with respect to the Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of Agent, such Lender or the L/C Issuer, as
the case may be, and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund), provided that
Borrower, upon the request of Agent, such Lender or the L/C Issuer, agrees to
repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to Agent, such
Lender or the L/C Issuer in the event Agent, such Lender or the L/C Issuer is
required to repay such refund to such Governmental Authority. This subsection
shall not be construed to require Agent, any Lender or the L/C Issuer to make
available its tax returns (or any other information relating to its taxes that
it deems confidential) to the Borrower or any other Person.

      3.02 Illegality. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans, or to determine or charge interest rates based upon the
Eurodollar Rate, or any Governmental Authority has imposed material restrictions
on the authority of such Lender to purchase or sell, or to take deposits of,
Dollars in the London interbank market, then, on notice thereof by such Lender
to Borrower through Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate


                                       25
<PAGE>

Loans shall be suspended until such Lender notifies Agent and Borrower that the
circumstances giving rise to such determination no longer exist. Upon receipt of
such notice, Borrower shall, upon demand from such Lender (with a copy to
Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such
Lender to Base Rate Loans, either on the last day of the Interest Period
therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate
Loans to such day, or immediately, if such Lender may not lawfully continue to
maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion,
Borrower shall also pay accrued interest on the amount so prepaid or converted
and all amounts due under Section 3.05 in accordance with the terms thereof due
to such prepayment or conversion.

      3.03 Inability to Determine Rates. If Agent determines in connection with
any request for a Eurodollar Rate Loan or a conversion to or continuation
thereof that (a) Dollar deposits are not being offered to banks in the London
interbank eurodollar market for the applicable amount and Interest Period of
such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for
determining the Eurodollar Base Rate for any requested Interest Period with
respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Base Rate for
any requested Interest Period with respect to a proposed Eurodollar Rate Loan
does not adequately and fairly reflect the cost to such Lenders of funding such
Loan, Agent will promptly so notify Borrower and each Lender. Thereafter, the
obligation of Lenders to make or maintain Eurodollar Rate Loans shall be
suspended until Agent (upon the instruction of the Required Lenders) revokes
such notice. Upon receipt of such notice, Borrower may revoke any pending
request for a Borrowing of, conversion to or continuation of Eurodollar Rate
Loans or, failing that, will be deemed to have converted such request into a
request for a Committed Borrowing of Base Rate Loans in the amount specified
therein.

      3.04 Increased Costs.

      (a) Increased Costs Generally. If any Change in Law shall:

            (i) impose, modify or deem applicable any reserve, special deposit,
compulsory loan, insurance charge or similar requirement against assets of,
deposits with or for the account of, or credit extended or participated in by,
any Lender (except any reserve requirement reflected in the Eurodollar Rate) or
the L/C Issuer;

            (ii) subject any Lender or the L/C Issuer to any tax of any kind
whatsoever with respect to this Agreement, any Letter of Credit, any
participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or
change the basis of taxation of payments to such Lender or the L/C Issuer in
respect thereof (except for Indemnified Taxes or Other Taxes covered by Section
3.01 and the imposition of, or any change in the rate of, any Excluded Tax
payable by such Lender or the L/C Issuer); or

            (iii) impose on any Lender or the L/C Issuer or the London interbank
market any other condition, cost or expense affecting this Agreement or
Eurodollar Rate Loans made by such Lender or any Letter of Credit or
participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Rate Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender or the
L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or
of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other
amount) then, upon request of such Lender or the L/C Issuer, Borrower will pay
to such Lender or the L/C Issuer, as the case may be, such additional amount or
amounts as will compensate such Lender or the L/C Issuer, as the case may be,
for such additional costs incurred or reduction suffered.

      (b) Capital Requirements. If any Lender or the L/C Issuer determines that
any Change in Law affecting such Lender or the L/C Issuer or any Lending Office
of such Lender or such Lender's or the L/C Issuer's holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or the L/C Issuer's capital or on the capital of such
Lender's or the L/C Issuer's holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender's or the L/C Issuer's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's or
the L/C Issuer's policies and the policies of such Lender's or the L/C Issuer's
holding company with respect to capital adequacy), then from time to time
Borrower will pay to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer or
such Lender's or the L/C Issuer's holding company for any such reduction
suffered.


                                       26
<PAGE>

      (c) Certificates for Reimbursement. A certificate of a Lender or the L/C
Issuer setting forth the amount or amounts necessary to compensate such Lender
or the L/C Issuer or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section and delivered to Borrower shall be
conclusive absent manifest error. Borrower shall pay such Lender or the L/C
Issuer, as the case may be, the amount shown as due on any such certificate
within 10 days after receipt thereof.

      (d) Delay in Requests. Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender's or the L/C Issuer's right
to demand such compensation, provided that Borrower shall not be required to
compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of
this Section for any increased costs incurred or reductions suffered more than
nine months prior to the date that such Lender or the L/C Issuer, as the case
may be, notifies Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender's or the L/C Issuer's intention to claim
compensation therefor (except that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the nine-month period
referred to above shall be extended to include the period of retroactive effect
thereof).

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

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

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

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
Borrower shall also pay any customary administrative fees charged by such Lender
in connection with the foregoing. For purposes of calculating amounts payable by
Borrower to Lenders under this Section 3.05, each Lender shall be deemed to have
funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in
determining the Eurodollar Rate for such Loan by a matching deposit or other
borrowing in the London interbank eurodollar market for a comparable amount and
for a comparable period, whether or not such Eurodollar Rate Loan was in fact so
funded.

      3.06 Mitigation Obligations. If any Lender requests compensation under
Section 3.04, or Borrower is required to pay any additional amount to any Lender
or any Governmental Authority for the account of any Lender pursuant to Section
3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender
shall use reasonable efforts to designate a different Lending Office for funding
or booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or
eliminate the need for the notice pursuant to Section 3.02, as applicable, and
(ii) in each case, would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

      3.07 Survival. All of Borrower's obligations under this Article III shall
survive termination of the Aggregate Commitments and repayment of all other
Obligations hereunder.

             ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

      4.01 Conditions of Initial Credit Extension. The obligation of the L/C
Issuer and each Lender to make its initial Credit Extension hereunder is subject
to satisfaction of the following conditions precedent:


                                       27
<PAGE>

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

            (i) executed counterparts of this Agreement , all Collateral
Documents and each Guaranty, sufficient in number for distribution to Agent,
each Lender and Borrower;

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

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

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

            (v) a favorable opinion of counsel to the Loan Parties acceptable to
Agent addressed to Agent and each Lender, as to the matters set forth concerning
the Loan Parties and the Loan Documents in form and substance satisfactory to
Agent;

            (vi) a certificate of a Responsible Officer of each Loan Party
either (A) attaching copies of all consents, licenses and approvals required in
connection with the execution, delivery and performance by such Loan Party and
the validity against such Loan Party of the Loan Documents to which it is a
party, and such consents, licenses and approvals shall be in full force and
effect, or (B) stating that no such consents, licenses or approvals are so
required;

            (vii) a certificate signed by a Responsible Officer of Borrower
certifying (A) that the conditions specified in Sections 4.02(a) and (b) have
been satisfied, and (B) that there has been no event or circumstance since the
date of the Audited Financial Statements that has had or could be reasonably
expected to have, either individually or in the aggregate, a Material Adverse
Effect;

            (viii) evidence that all insurance required to be maintained
pursuant to the Loan Documents has been obtained and is in effect;

            (ix) a duly completed Compliance Certificate as of the last day of
the fiscal quarter of Borrower most recently ended prior to the Closing Date,
signed by a Responsible Officer of Borrower;

            (x) evidence that all commitments under the Credit Agreement dated
May 31, 2001 between Borrower and Wells Fargo Bank, National Association, (the
"Existing Credit Agreement") have been or concurrently with the Closing Date are
being terminated, and all outstanding amounts thereunder paid in full and all
Liens securing obligations under the Existing Credit Agreement have been or
concurrently with the Closing Date are assigned to Agent;

            (xi) evidence that Agent holds a valid perfected first priority
security interest and lien in the Collateral;

            (xii) the Intercreditor and Collateral Agency Agreement, fully
executed by all parties thereto; and

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

      (b) Any fees required to be paid on or before the Closing Date shall have
been paid.


                                       28
<PAGE>

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

      (d) The Closing Date shall have occurred on or before May 31, 2005.

      Without limiting the generality of the provisions of Section 9.04, for
purposes of determining compliance with the conditions specified in this Section
4.01, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless Agent shall have received notice from such
Lender prior to the proposed Closing Date specifying its objection thereto.

      4.02 Conditions to all Credit Extensions. The obligation of each Lender to
honor any Request for Credit Extension is subject to the following conditions
precedent:

      (a) The representations and warranties of Borrower and each other Loan
Party contained in Article V or any other Loan Document, or which are contained
in any document furnished at any time under or in connection herewith or
therewith, shall be true and correct on and as of the date of such Credit
Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date, and except that for purposes of this Section
4.02, the representations and warranties contained in subsection (a) of Section
5.05 shall be deemed to refer to the most recent statements furnished pursuant
to clause (a) of Section 6.01.

      (b) No Default shall exist, or would result from such proposed Credit
Extension or from the application of the proceeds thereof.

      (c) Agent and, if applicable, the L/C Issuer shall have received a Request
for Credit Extension in accordance with the requirements hereof.

      (d) Agent shall have received, in form and substance satisfactory to it,
such other assurances, certificates, documents or consents related to the
foregoing as Agent or the Required Lenders reasonably may require.

Each Request for Credit Extension submitted by Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 4.02(a)
and (b) have been satisfied on and as of the date of the applicable Credit
Extension.

                   ARTICLE V. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Agent and the Lenders that:

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

      5.02 Authorization; No Contravention. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any
of such Person's Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien under, or require any
payment to be made under (i) any Contractual Obligation to which such Person is
a party or affecting such Person or the properties of such Person or any of its
Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Person or its property is subject;
or (c) violate any Law. Each Loan Party and each Subsidiary thereof is in
compliance with all Contractual Obligations referred to in clause (b)(i), except
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect.


                                       29
<PAGE>

      5.03 Governmental Authorization; Other Consents. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by any Loan Party of this
Agreement or any other Loan Document.

      5.04 Binding Effect. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is party thereto. This Agreement constitutes, and each
other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms.

      5.05 Financial Statements; No Material Adverse Effect; No Internal Control
Event.

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

      (b) This subsection intentionally left blank.

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

      (d) Since the date of the Audited Financial Statements, no Internal
Control Event has occurred.

      (e) This subsection intentionally left blank.

      (f) This subsection intentionally left blank.

      5.06 Litigation. There are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of Borrower after due and diligent
investigation, threatened or contemplated, at law, in equity, in arbitration or
before any Governmental Authority, by or against Borrower or any of its
Subsidiaries or against any of their properties or revenues that (a) purport to
affect or pertain to this Agreement or any other Loan Document, or any of the
transactions contemplated hereby, or (b) except as specifically disclosed in
Schedule 5.06, either individually or in the aggregate, if determined adversely,
could reasonably be expected to have a Material Adverse Effect, and there has
been no adverse change in the status, or financial effect on any Loan Party or
any Subsidiary thereof, of the matters described on Schedule 5.06.

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

      5.08 Ownership of Property; Liens. Each of Borrower and each Subsidiary
has good record and marketable title in fee simple to, or valid leasehold
interests in, all real property necessary or used in the ordinary conduct of its
business, except for such defects in title as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. The
property of Borrower and its Subsidiaries is subject to no Liens, other than
Liens permitted by Section 7.01.

      5.09 Environmental Compliance. Borrower and its Subsidiaries conduct in
the ordinary course of business a review of the effect of existing Environmental
Laws and claims alleging potential liability or responsibility for violation of
any Environmental Law on their respective businesses, operations and properties,
and as a result thereof Borrower has reasonably concluded that, except as
specifically disclosed in Schedule 5.09, such Environmental Laws and claims
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.


                                       30
<PAGE>

      5.10 Insurance. The properties of Borrower and its Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates
of Borrower, in such amounts (after giving effect to any self-insurance
compatible with the following standards), with such deductibles and covering
such risks as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where Borrower or the applicable
Subsidiary operates.

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

      5.12 ERISA Compliance.

      (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to the best
knowledge of Borrower, nothing has occurred which would prevent, or cause the
loss of, such qualification. Borrower and each ERISA Affiliate have made all
required contributions to each Plan subject to Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

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

      (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability in excess of the
Threshold Amount; (iii) neither Borrower nor any ERISA Affiliate has incurred,
or reasonably expects to incur, any liability under Title IV of ERISA with
respect to any Pension Plan (other than premiums due and not delinquent under
Section 4007 of ERISA); (iv) neither Borrower nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any liability (and no event has
occurred which, with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Sections 4201 or 4243 of ERISA with respect to a
Multiemployer Plan; and (v) neither Borrower nor any ERISA Affiliate has engaged
in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

      5.13 Subsidiaries. As of the Closing Date, Borrower has no Subsidiaries
other than those specifically disclosed in Part (a) of Schedule 5.13, and all of
the outstanding Equity Interests in such Subsidiaries have been validly issued,
are fully paid and nonassessable and are owned by a Loan Party in the amounts
specified on Part (a) of Schedule 5.13 free and clear of all Liens. Borrower has
no equity investments in any other corporation or entity other than those
specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding
Equity Interests in Borrower have been validly issued and are fully paid and
nonassessable.

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

      (a) Borrower is not engaged and will not engage, principally or as one of
its important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending credit for
the purpose of purchasing or carrying margin stock.

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


                                       31
<PAGE>

      5.15 Disclosure. Borrower has disclosed to Agent and Lenders all
agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. No report, financial statement, certificate or other
information furnished (whether in writing or orally) by or on behalf of any Loan
Party to Agent or any Lender in connection with the transactions contemplated
hereby and the negotiation of this Agreement or delivered hereunder or under any
other Loan Document (in each case, as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that,
with respect to projected financial information, Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

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

      5.17 Intellectual Property; Licenses, Etc. Borrower and its Subsidiaries
own, or possess the right to use, all of the trademarks, service marks, trade
names, copyrights, patents, patent rights, franchises, licenses and other
intellectual property rights that are reasonably necessary for the operation of
their respective businesses, without conflict with the rights of any other
Person. To the best knowledge of Borrower, no slogan or other advertising
device, product, process, method, substance, part or other material now
employed, or now contemplated to be employed, by Borrower or any Subsidiary
infringes upon any rights held by any other Person. No claim or litigation
regarding any of the foregoing is pending or, to the best knowledge of Borrower,
threatened, which, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

      5.18 Rights in Collateral; Priority of Liens. Borrower and each other Loan
Party own the property granted by it as Collateral under the Collateral
Documents, free and clear of any and all Liens in favor of third parties other
than Liens permitted under Section 7.01. Upon the proper filing of UCC financing
statements, and the taking of the other actions required by the Required
Lenders, the Liens granted pursuant to the Collateral Documents will constitute
valid and enforceable first, prior and perfected Liens on the Collateral in
favor of Agent, for the ratable benefit of Agent and Lenders, subject, however,
to the provisions of the Intercreditor and Collateral Agency Agreement.

                        ARTICLE VI. AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, Borrower shall, and shall (except in the case of the
covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to:

      6.01 Financial Statements. Deliver to Agent a sufficient number of copies
for delivery by Agent to each Lender, in form and detail satisfactory to Agent
and the Required Lenders:

      (a) as soon as available, but in any event within 105 days after the end
of each fiscal year of Borrower, a consolidated balance sheet of Borrower and
its Subsidiaries as at the end of such fiscal year, and the related consolidated
statements of income or operations, shareholders' equity and cash flows for such
fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail and prepared in accordance with
GAAP, such consolidated statements to be audited and accompanied by (i) a report
and opinion of an independent certified public accountant firm a Registered
Public Accounting Firm of nationally recognized standing reasonably acceptable
to the Required Lenders, which report and opinion shall be prepared in
accordance with generally accepted auditing standards and applicable Securities
Laws and shall not be subject to any "going concern" or like qualification or
exception or any qualification or exception as to the scope of such audit and
(ii) such consolidating statements to be certified by a Responsible Officer of
Borrower to the effect that such statements are fairly stated in all material
respects when considered in relation to the consolidated financial statements of
Borrower and its Subsidiaries; and


                                       32
<PAGE>

      (b) as soon as available, but in any event within 60 days after the end of
each of the first three fiscal quarters of each fiscal year of Borrower, a
consolidated balance sheet of Borrower and its Subsidiaries as at the end of
such fiscal quarter, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for such fiscal quarter and for
the portion of Borrower's fiscal year then ended, setting forth in each case in
comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail, such consolidated statements to be certified by a
Responsible Officer of Borrower as fairly presenting the financial condition,
results of operations, shareholders' equity and cash flows of Borrower and its
Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes and such consolidating statements to be
certified by a Responsible Officer of Borrower to the effect that such
statements are fairly stated in all material respects when considered in
relation to the consolidated financial statements of the Borrower and its
Subsidiaries; and

      (c) as soon as available, but in any event at least 30 days after the end
of each fiscal year of Borrower, forecasts prepared by management of Borrower,
in form satisfactory to Agent and the Required Lenders, of consolidated balance
sheets and statements of income or operations and cash flows of Borrower and its
Subsidiaries on an annual basis for the immediately following fiscal year
(including the fiscal year in which the Maturity Date occurs). Failure to meet
such forecasts is not, by itself, an Event of Default.

      6.02 Certificates; Other Information. Deliver to Agent a sufficient number
of copies for delivery by Agent to each Lender, in form and detail satisfactory
to Agent and the Required Lenders:

      (a) concurrently with the delivery of the financial statements referred to
in Section 6.01(a), a certificate of its independent certified public
accountants certifying such financial statements;

      (b) concurrently with the delivery of the financial statements referred to
in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a
Responsible Officer of Borrower;

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

      (d) promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or communication sent to the
stockholders of Borrower, and copies of all 10Q or 10K reports and registration
statements which Borrower may file or be required to file with the SEC and not
otherwise required to be delivered to Agent pursuant hereto, and promptly after
the same are filed, notice of the filling of each other report or communication
which Borrower may file or be required to file with the SEC;

      (e) promptly after the furnishing thereof, copies of any statement or
report furnished to any holder of debt securities of any Loan Party or any
Subsidiary thereof pursuant to the terms of any indenture, loan or credit or
similar agreement and not otherwise required to be furnished to the Lenders
pursuant to Section 6.01 or any other clause of this Section 6.02;

      (f) promptly, and in any event within five Business Days after receipt
thereof by any Loan Party or any Subsidiary thereof, copies of each notice or
other correspondence received from the SEC (or comparable agency in any
applicable non-U.S. jurisdiction) concerning any investigation or possible
investigation or other inquiry by such agency regarding financial or other
operational results of any Loan Party or any Subsidiary thereof; and

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

Borrower hereby acknowledges that (a) Agent will make available to Lenders and
the L/C Issuer materials and/or information provided by or on behalf of Borrower
hereunder (collectively, "Borrower Materials") by posting Borrower Materials on
IntraLinks or another similar electronic system (the "Platform") and (b) certain
of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to
receive material non-public information with respect to Borrower or its
securities) (each, a "Public Lender"). Borrower hereby agrees that (w) all
Borrower Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that
the word "PUBLIC" shall appear prominently on the first page thereof; (x) by
marking Borrower Materials "PUBLIC," Borrower shall be deemed to have authorized
Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as not
containing any material non-public information with respect to Borrower or its
securities for purposes of United States Federal and state securities laws
(provided, however, that to the extent such Borrower Materials constitute
Information, they shall be treated as set forth in Section 10.07); (y) all
Borrower Materials marked "PUBLIC" are permitted to be made available through a
portion of the Platform designated "Public Investor;" and (z) Agent shall be
entitled to treat any Borrower Materials that are not marked "PUBLIC" as being
suitable only for posting on a portion of the Platform not designated "Public
Investor.


                                       33
<PAGE>

      6.03 Notices. Promptly notify Agent and each Lender:

      (a) of the occurrence of any Default;

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

      (c) of the occurrence of any ERISA Event;

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

      (e) of the occurrence of any Internal Control Event.

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer of Borrower setting forth details of the occurrence referred
to therein and stating what action Borrower has taken and proposes to take with
respect thereto. Each notice pursuant to Section 6.03(a) shall describe with
particularity any and all provisions of this Agreement and any other Loan
Document that have been breached.

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

      6.05 Preservation of Existence, Etc.

      (a) Preserve, renew and maintain in full force and effect its legal
existence and good standing under the Laws of the jurisdiction of its
organization except in a transaction permitted by Section 7.04 or 7.05;

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

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

      6.06 Maintenance of Properties.

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

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


                                       34
<PAGE>

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

      6.07 Maintenance of Insurance. Maintain with financially sound and
reputable insurance companies not Affiliates of Borrower, insurance with respect
to its properties and business against loss or damage of the kinds customarily
insured against by Persons engaged in the same or similar business, of such
types and in such amounts (after giving effect to any self-insurance compatible
with the following standards) as are customarily carried under similar
circumstances by such other Persons and providing for not less than 30 days'
prior notice to Agent of termination, lapse or cancellation of such insurance.

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

      6.09 Books and Records.

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

      (b) maintain such books of record and account in material conformity with
all applicable requirements of any Governmental Authority having regulatory
jurisdiction over Borrower or such Subsidiary, as the case may be. Borrower
shall maintain at all times books and records pertaining to the Collateral in
such detail, form and scope as Agent or any Lender shall reasonably require.

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

      6.11 Use of Proceeds. Use the proceeds of the Credit Extensions as
follows:

      (a) to repay principal and pay all interest and all other amounts due
under that Credit Agreement dated March 31, 2005, between Borrower and Bank of
America, N.A.;

      (b) to repay all principal, pay all interest and pay all other amounts due
under the Existing Credit Agreement; and

      (c) for general corporate purposes not in contravention of any law or any
Loan Document.

      6.12 Financial Covenants.

      (a) Consolidated Fixed Charge Coverage Ratio. Borrower shall maintain a
Consolidated Fixed Charge Coverage Ratio which shall be not less than as shown
on the table set forth below. This ratio shall be measured at the end of each
fiscal quarter.

      --------------------------------------------------------------------------
             Quarter Ended                  Required Fixed Charge Coverage Ratio
      --------------------------------------------------------------------------
                6/30/05                                  1.20:1.00
      --------------------------------------------------------------------------
                9/30/05                                  1.25:1.00
      --------------------------------------------------------------------------
               12/31/05                                  1.25:1.00
      --------------------------------------------------------------------------
      3/31/06 and each quarter end                       1.35:1.00
               thereafter
      --------------------------------------------------------------------------


                                       35
<PAGE>

      (b) Consolidated Total Debt to Consolidated EBITDA Ratio. Borrower shall
maintain a Consolidated Total Debt to Consolidated EBITDA Ratio of not more than
3.25:1.00 at the end of each of Borrower's fiscal quarters. However, on an
interim basis, between reporting periods, Borrower is permitted to increase this
ratio, but not above 3.55:1.00. Any such interim calculation shall be made using
Consolidated EBITDA most recently reported.

      (c) Consolidated Tangible Net Worth. Borrower shall maintain a
Consolidated Tangible Net Worth of not less than $101,000,000, plus 50% of the
consolidated net income of the Borrower and its Subsidiaries for each fiscal
quarter of Borrower ended after September 30, 2003 through and including the
most recently ended fiscal quarter of the Borrower plus 100% of the net proceeds
from any offering by the Borrower of equity interest in the Borrower consummated
after the Closing Date. The required Consolidated Tangible Net Worth shall not
be reduced by losses.

      (d) Asset Coverage Ratio. Borrower shall maintain an Asset Coverage Ratio
of at least 1.00:1.00, and compliance shall be determined at the end of each
fiscal quarter. If Borrower is out of compliance with this covenant, Borrower
may cure the resulting default by repaying Committed Loans within two Business
Days of learning of such non-compliance in an amount sufficient to bring itself
into compliance with this covenant. Any prepayment of a Eurodollar Rate Loan
shall be accompanied by all accrued interest on the amount prepaid, together
with such additional amounts required pursuant to Section 3.05. Each such
prepayment shall be applied to the Committed Loans of Lenders in accordance with
their Applicable Percentages.

      6.13 Additional Guarantors. Notify Agent at the time that any Person
becomes a Subsidiary, and, if such Subsidiary is a Material Subsidiary, promptly
thereafter (and in any event within 30 days), cause such Person to (a) become a
Guarantor by executing and delivering to Agent a counterpart of the Guaranty or
such other document as Agent shall deem appropriate for such purpose, and (b)
deliver to Agent documents of the types referred to in clauses (iii) and (iv) of
Section 4.01(a) and favorable opinions of counsel to such Person (which shall
cover, among other things, the legality, validity, binding effect and
enforceability of the documentation referred to in clause (a)), all in form,
content and scope reasonably satisfactory to Agent.

      6.14 Collateral Records. To execute and deliver promptly, and to cause
each other Loan Party to execute and deliver promptly, to Agent, from time to
time, solely for Agent's convenience in maintaining a record of the Collateral,
such written statements and schedules as Agent may reasonably require
designating, identifying or describing the Collateral. The failure by Borrower
or any other Loan Party, however, to promptly give Agent such statements or
schedules shall not affect, diminish, modify or otherwise limit the Liens on the
Collateral granted pursuant to the Collateral Documents.

      6.15 Security Interests and Real Property Liens.

      (a) Borrower shall, and shall cause each Guarantor to, grant Agent
security interests in all of its personal property, other than rolling stock,
pursuant to the Collateral Documents.

      (b) Agent may require, at any time after the Effective Date, that Borrower
grant to Agent first liens on all real property, fixtures and/or improvements
owned by Borrower in accordance with documents acceptable to Agent and all at
Borrower's sole cost and expense. Prior to granting such liens, Agent may
require Borrower to provide, at Borrower's sole cost and expense, such reports
and studies as Agent deems prudent in relationship to the land, including, but
not limited to, appraisals, environmental assessments, title searches, surveys,
engineering reports and other studies. Borrower shall also supply appropriate
extended coverage ALTA Lenders' Policies of Title Insurance (based on the fair
market value of such properties and subject to such exceptions to title as Agent
may reasonably approve), along with such title endorsements as Agent may deem
prudent and along with such tax service contracts as Agent shall require, to
remain in effect as long as such real property secures any obligations of
Borrower to Agent as required hereby. Legal opinions of Borrower's counsel shall
also be supplied to Agent in a form similar to those required under Section
4.01(a)(v). Borrower shall reimburse Agent immediately upon demand for all costs
and expenses incurred by Agent in connection with any of the foregoing security,
including, without limitation, filing and recording fees and costs of appraisals
and audits.

      (c) All Collateral Documents shall be subject to the Intercreditor and
Collateral Agency Agreement. Subject to the terms of the Intercreditor and
Collateral Agency Agreement, Borrower shall, and shall cause each other Loan
Party to, (i) defend the Collateral against all claims and demands of all
Persons at any time claiming the same or any interest therein, (ii) comply with
the requirements of all state and federal laws in order to grant to Agent and
Lenders valid and perfected first priority security interests in the Collateral,
with perfection, in the case of any investment property, deposit account or
letter of credit, being effected by giving Agent control of such investment
property or deposit account or letter of credit, rather than by the filing of a


                                       36
<PAGE>

Uniform Commercial Code ("UCC") financing statement with respect to such
investment property, and (iii) do whatever Agent may reasonably request, from
time to time, to effect the purposes of this Agreement and the other Loan
Documents, including filing notices of liens, UCC financing statements, fixture
filings and amendments, renewals and continuations thereof; cooperating with
Agent's representatives; keeping stock records; obtaining waivers from landlords
and mortgagees and from warehousemen and their landlords and mortgages; and,
paying claims which might, if unpaid, become a Lien on the Collateral. Agent is
hereby authorized by Borrower to file any UCC financing statements covering the
Collateral whether or not Borrower's signatures appear thereon.

      6.16 Other Services. Borrower shall maintain its primary deposit
relationship , including operating, cash management and/or collection/lockbox
services with Bank of America.

                        ARTICLE VII. NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, Borrower shall not, nor shall it permit any Subsidiary
to, directly or indirectly:

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

      (a) Liens pursuant to any Loan Document;

      (b) Liens existing on the date hereof and listed on Schedule 7.01 and any
renewals or extensions thereof, provided that (i) the property covered thereby
is not materially changed, (ii) the amount secured or benefited thereby is not
increased, (iii) the direct or any contingent obligor with respect thereto is
not changed, and (iv) and any renewal or extension of the obligations secured or
benefited thereby is permitted by Section 7.03(b);

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

      (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business which are not
overdue for a period of more than 30 days or which are being contested in good
faith and by appropriate proceedings diligently conducted, if adequate reserves
with respect thereto are maintained on the books of the applicable Person;

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

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

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

      (h) Liens securing judgments for the payment of money not constituting an
Event of Default under Section 8.01(h); and

      (i) Liens securing Indebtedness permitted under Section 7.03(e); provided
that (i) such Liens do not at any time encumber any property other than the
property financed by such Indebtedness and (ii) the Indebtedness secured thereby
does not exceed the cost or fair market value, whichever is lower, of the
property being acquired on the date of acquisition.


                                       37
<PAGE>

      7.02 Investments. Make any Investments, except:

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

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

      (c) Investments of Borrower in any wholly-owned Subsidiary and Investments
of any wholly-owned Subsidiary in Borrower or in another wholly-owned
Subsidiary;

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

      (e) Guarantees permitted by Section 7.03.

      (f) other Investments in the same general line of business as Borrower,
provided that after giving pro forma effect to such Investments, none of the
covenants in this Agreement is violated.

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

      (a) Indebtedness under the Loan Documents;

      (b) Indebtedness outstanding on the date hereof and listed on Schedule
7.03 and any refinancings, refundings, renewals or extensions thereof; provided
that (i) the amount of such Indebtedness is not increased at the time of such
refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder and (ii) the terms relating to
principal amount, amortization, maturity, collateral (if any) and subordination
(if any), and other material terms taken as a whole, of any such refinancing,
refunding, renewing or extending Indebtedness, and of any agreement entered into
and of any instrument issued in connection therewith, are no less favorable in
any material respect to the Loan Parties or Lenders than the terms of any
agreement or instrument governing the Indebtedness being refinanced, refunded,
renewed or extended and the interest rate applicable to any such refinancing,
refunding, renewing or extending Indebtedness does not exceed the then
applicable market interest rate;

      (c) Guarantees of Borrower or any Subsidiary in respect of Indebtedness
otherwise permitted hereunder of Borrower or any wholly-owned Subsidiary;

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

      (e) Indebtedness in respect of capital leases and purchase money
obligations for fixed or capital assets, provided, however, that Borrower and
its Subsidiaries are permitted to incur new indebtedness described in this
subsection in an aggregate amount not to exceed $3,000,000 in any one fiscal
year; and

      (f) up to $20,000,000 of Indebtedness pursuant to the "Prudential Note
Agreement" and evidenced by the "Prudential Shelf Notes" as those terms are
defined in the Intercreditor and Collateral Agency Agreement."

      7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or
into another Person, or Dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of any Person, except that, so long as no
Default exists or would result therefrom:


                                       38
<PAGE>

      (a) any Subsidiary may merge with (i) Borrower, provided that Borrower
shall be the continuing or surviving Person, or (ii) any one or more other
Subsidiaries, provided that when any wholly-owned Subsidiary is merging with
another Subsidiary, the wholly-owned Subsidiary shall be the continuing or
surviving Person, and, provided further that if a Guarantor is merging with
another Subsidiary, the Guarantor shall be the surviving Person; and

      (b) any Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to Borrower or to another Subsidiary;
provided that if the transferor in such a transaction is a wholly-owned
Subsidiary, then the transferee must either be Borrower or a wholly-owned
Subsidiary and, provided further that if the transferor of such assets is a
Guarantor, the transferee must either be Borrower or a Guarantor.

      7.05 Dispositions. Make any Disposition or enter into any agreement to
make any Disposition, except:

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

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

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

      (d) Dispositions of property by any Subsidiary to Borrower or to a
wholly-owned Subsidiary; provided that if the transferor of such property is a
Guarantor, the transferee thereof must either be Borrower or a Guarantor;

      (e) Dispositions permitted by Section 7.04; and

      (f) Dispositions of Assets not exceeding in any one year 10% of the book
value of Borrower's assets as of December 31, 2004, and also not exceeding in
the aggregate after the Closing Date 20% of the book value of Borrower's assets
as of December 31, 2004.

      7.06 Restricted Payments. Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that, so long as no Default shall have occurred and be continuing at the
time of any action described below or would result therefrom:

      (a) each Subsidiary may make Restricted Payments to Borrower, Guarantors
and any other Person that owns an Equity Interest in such Subsidiary, ratably
according to their respective holdings of the type of Equity Interest in respect
of which such Restricted Payment is being made;

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

      (c) Borrower and each Subsidiary may purchase, redeem or otherwise acquire
Equity Interests issued by it with the proceeds received from the substantially
concurrent issue of new shares of its common stock or other common Equity
Interests.

      7.07 Change in Nature of Business. Engage in any material line of business
substantially different from those lines of business conducted by Borrower and
its Subsidiaries on the date hereof or any business substantially related or
incidental thereto.

      7.08 Transactions with Affiliates. Enter into any transaction of any kind
with any Affiliate of Borrower, whether or not in the ordinary course of
business, other than on fair and reasonable terms substantially as favorable to
Borrower or such Subsidiary as would be obtainable by Borrower or such
Subsidiary at the time in a comparable arm's length transaction with a Person
other than an Affiliate, provided that the foregoing restriction shall not apply
to transactions between or among Borrower and any Guarantor or between and among
Guarantors.


                                       39
<PAGE>

      7.09 Burdensome Agreements. Enter into any Contractual Obligation (other
than this Agreement or any other Loan Document) that (a) limits the ability (i)
of any Subsidiary to make Restricted Payments to Borrower or any Guarantor or to
otherwise transfer property to Borrower or any Guarantor, (ii) of any Subsidiary
to Guarantee the Indebtedness of Borrower or (iii) of Borrower or any Subsidiary
to create, incur, assume or suffer to exist Liens on property of such Person;
provided, however, that this clause (iii) shall not prohibit any negative pledge
incurred or provided in favor of any holder of Indebtedness permitted under
Section 7.03(e) solely to the extent any such negative pledge relates to the
property financed by or the subject of such Indebtedness; or (b) requires the
grant of a Lien to secure an obligation of such Person if a Lien is granted to
secure another obligation of such Person.

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

                  ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES

      8.01 Events of Default. Any of the following shall constitute an Event of
Default:

      (a) Non-Payment. Borrower or any other Loan Party fails to pay (i) when
and as required to be paid herein, any amount of principal of any Loan or any
L/C Obligation, or (ii) within three days after written notice of the amount
due, any interest on any Loan or on any L/C Obligation, or any fee due
hereunder, or (iii) within five days after written notice of the amount due, any
other amount payable hereunder or under any other Loan Document; or

      (b) Specific Covenants. Borrower fails to perform or observe any term,
covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10,
6.11 or 6.12 or Article VII, except as otherwise provided in Section 6.12(d), or
any Guarantor fails to perform or observe any term, covenant or agreement
contained in the Guaranty; or

      (c) Other Defaults. Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained
in any Loan Document on its part to be performed or observed and such failure
continues for 30 days after written notice of such failure or any default or
Event of Default occurs under any other Loan Document; or

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

      (e) Cross-Default. (i) Borrower or any Subsidiary (A) fails to make any
payment when due or within any applicable cure period (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise) in respect of
any Indebtedness or Guarantee (other than Indebtedness hereunder and
Indebtedness under Swap Contracts) having an aggregate principal amount
(including undrawn committed or available amounts and including amounts owing to
all creditors under any combined or syndicated credit arrangement) of more than
the Threshold Amount, or (B) fails to observe or perform any other agreement or
condition relating to any such Indebtedness or Guarantee or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event occurs, the effect of which default or other event is to cause, or to
permit the holder or holders of such Indebtedness or the beneficiary or
beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) to cause, with the giving of notice
if required, such Indebtedness to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity, or such Guarantee to become payable or cash
collateral in respect thereof to be demanded; or (ii) there occurs under any
Swap Contract an Early Termination Date (as defined in such Swap Contract)
resulting from (A) any event of default under such Swap Contract as to which
Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap
Contract) or (B) any Termination Event (as so defined) under such Swap Contract
as to which Borrower or any Subsidiary is an Affected Party (as so defined) and,
in either event, the Swap Termination Value owed by Borrower or such Subsidiary
as a result thereof is greater than the Threshold Amount; or


                                       40
<PAGE>

      (f) Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries
institutes or consents to the institution of any proceeding under any Debtor
Relief Law, or makes an assignment for the benefit of creditors; or applies for
or consents to the appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer for it or for all or any material
part of its property; or any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer is appointed without the
application or consent of such Person and the appointment continues undischarged
or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law
relating to any such Person or to all or any material part of its property is
instituted without the consent of such Person and continues undismissed or
unstayed for 60 calendar days, or an order for relief is entered in any such
proceeding; or

      (g) Inability to Pay Debts; Attachment. (i) Borrower or any Subsidiary
becomes unable or admits in writing its inability or fails generally to pay its
debts as required by Section 6.04, or (ii) any writ or warrant of attachment or
execution or similar process is issued or levied against all or any material
part of the property of any such Person and is not released, vacated or fully
bonded within 30 days after its issue or levy; or

      (h) Judgments. There is entered against Borrower or any Subsidiary (i) a
final judgment or order for the payment of money in an aggregate amount
exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage), or
(ii) any one or more non-monetary final judgments that have, or could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A) enforcement proceedings are commenced by any creditor
upon such judgment or order, or (B) there is a period of 10 consecutive days
during which a stay of enforcement of such judgment, by reason of a pending
appeal or otherwise, is not in effect; or

      (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
Amount, or (ii) Borrower or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a Multiemployer
Plan in an aggregate amount in excess of the Threshold Amount; or

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

      (k) Change of Control. There occurs any Change of Control with respect to
Borrower; or

      (l) Intercreditor and Collateral Agency Agreement. The Intercreditor and
Collateral Agency Agreement ceases to be effective with respect to the parties
thereto.

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

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

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

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

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


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<PAGE>

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

      8.03 Application of Funds. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and
payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02), any amounts
received on account of the Obligations shall be applied by Agent in the
following order:

First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to Agent (including fees and time charges for attorneys
who may be employees of Agent) and amounts payable under Article III) payable to
Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal interest and L/C Fees)
payable to Lenders and the L/C Issuer (including fees, charges and disbursements
of counsel to the respective Lenders and the L/C Issuer (including fees and time
charges for attorneys who may be employees of any Lender or the L/C Issuer) and
amounts payable under Article III), ratably among them in proportion to the
respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and
unpaid L/C Fees and interest on the Loans, L/C Borrowings and other Obligations,
ratably among Lenders and the L/C Issuer in proportion to the respective amounts
described in this clause Third payable to them;

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

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

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

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

                        ARTICLE IX. ADMINISTRATIVE AGENT

      9.01 Appointment and Authorization of Administrative Agent. Each of the
Lenders and the L/C issuer hereby irrevocably appoints Bank of America to act on
its behalf as Administrative Agent hereunder and under the other Loan Documents
and authorizes Agent to take such actions on its behalf and to exercise such
powers as are delegated to Agent by the terms hereof and thereof, together with
such actions and powers as are reasonably incidental thereto. The provisions of
this Article are solely for the benefit of Agent, the Lenders and the L/C
Issuer, and neither the Borrower nor any other Loan Party shall have rights as a
third party beneficiary of any of such provisions.

      9.02 Rights as a Lender. The Person serving as Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not Agent and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as Agent hereunder in its
individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to, act as the financial advisor or in any other advisory capacity
for and generally engage in any kind of business with the Borrower or any
Subsidiary or other Affiliate thereof as if such Person were not Agent hereunder
and without any duty to account therefor to Lenders.


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<PAGE>

      9.03 Exculpatory Provisions. Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan
Documents. Without limiting the generality of the foregoing, Agent:

      (a) shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing;

      (b) shall not have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the
other Loan Documents), provided that Agent shall not be required to take any
action that, in its opinion or the opinion of its counsel, may expose Agent to
liability or that is contrary to any Loan Document or applicable Law; and

      (c) shall not, except as expressly set forth herein and in the other Loan
Documents, have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to Borrower or any of its Affiliates that is
communicated to or obtained by the Person serving as Agent or any of its
Affiliates in any capacity.

      (d) Agent shall not be liable for any action taken or not taken by it (i)
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary, or as Agent shall believe in
good faith shall be necessary, under the circumstances as provided in Sections
8.02 and 10.01) or (ii) in the absence of its own gross negligence or willful
misconduct. Agent shall be deemed not to have knowledge of any Default unless
and until written notice describing such Default is given to Agent by Borrower,
a Lender or the L/C Issuer. Agent shall not be responsible for or have any duty
to ascertain or inquire into (i) any statement, warranty or representation made
in or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to Agent.

      9.04 Reliance by Administrative Agent. Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper Person. Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have been made
by the proper Person, and shall not incur any liability for relying thereon. In
determining compliance with any condition hereunder to the making of a Loan, or
the issuance of a Letter of Credit, that by its terms must be fulfilled to the
satisfaction of a Lender or the L/C Issuer, Agent may presume that such
condition is satisfactory to such Lender or the L/C Issuer unless Agent shall
have received notice to the contrary from such Lender or the L/C Issuer prior to
the making of such Loan or the issuance of such Letter of Credit. Agent may
consult with legal counsel (who may be counsel for Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

      9.05 Delegation of Duties. Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub agents appointed by Agent. Agent and any such sub
agent may perform any and all of its duties and exercise its rights and powers
by or through their respective Related Parties. The exculpatory provisions of
this Article shall apply to any such sub agent and to the Related Parties of
Agent and any such sub agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Agent.

      9.06 Resignation of Agent. Agent may at any time give notice of its
resignation to Lenders, the L/C Issuer and Borrower. Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, in
consultation with Borrower, to appoint a successor, which shall be a bank with
an office in the United States, or an Affiliate of any such bank with an office
in the United States. If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after
the retiring Agent gives notice of its resignation, then the retiring Agent may
on behalf of Lenders and the L/C Issuer, appoint a successor Agent meeting the
qualifications set forth above; provided that if Agent shall notify the Borrower


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<PAGE>

and the Lenders that no qualifying Person has accepted such appointment, then
such resignation shall nonetheless become effective in accordance with such
notice and (1) the retiring Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the
case of any collateral security held by Agent on behalf of the Lenders or the
L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to
hold such collateral security until such time as a successor Agent is appointed)
and (2) all payments, communications and determinations provided to be made by,
to or through Agent shall instead be made by or to each Lender and the L/C
Issuer directly, until such time as the Required Lenders appoint a successor
Agent as provided for above in this Section. Upon the acceptance of a
successor's appointment as Agent hereunder, such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Agent, and the retiring Agent shall be discharged from all
of its duties and obligations hereunder or under the other Loan Documents (if
not already discharged therefrom as provided above in this Section). The fees
payable by Borrower to a successor Agent shall be the same as those payable to
its predecessor unless otherwise agreed between Borrower and such successor.
After the retiring Agent's resignation hereunder and under the other Loan
Documents, the provisions of this Article and Section 10.04 shall continue in
effect for the benefit of such retiring Agent, its sub agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent.

      Any resignation by Bank of America as Agent pursuant to this Section shall
also constitute its resignation as L/C Issuer. Upon the acceptance of a
successor's appointment as Agent hereunder, (a) such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the
retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of
their respective duties and obligations hereunder or under the other Loan
Documents, and (c) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or make other arrangements satisfactory to the retiring L/C Issuer to
effectively assume the obligations of the retiring L/C Issuer with respect to
such Letters of Credit.

      9.07 Non-Reliance on Agent and Other Lenders. Each Lender and the L/C
Issuer acknowledges that it has, independently and without reliance upon Agent
or any other Lender or any of their Related Parties and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender and the L/C Issuer also
acknowledges that it will, independently and without reliance upon Agent or any
other Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

      9.08 No Other Duties, Etc. Anything herein to the contrary
notwithstanding, no Lender holding a title listed on the cover page hereof shall
have any powers, duties or responsibilities under this Agreement or any of the
other Loan Documents, except in its capacity, as applicable, as Agent, a Lender
or the L/C Issuer hereunder.

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

      (a) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans, L/C Obligations and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of Lenders, the L/C Issuer
and Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of Lenders, the L/C Issuer and Agent and their
respective agents and counsel and all other amounts due Lenders, the L/C Issuer
and Agent under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such
judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender and the L/C Issuer to make such payments to Agent and, in the event
that Agent shall consent to the making of such payments directly to Lenders and


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<PAGE>

the L/C Issuer, to pay to Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of Agent and its agents and counsel, and
any other amounts due Agent under Sections 2.09 and 10.04. Nothing contained
herein shall be deemed to authorize Agent to authorize or consent to or accept
or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights
of any Lender or to authorize Agent to vote in respect of the claim of any
Lender in any such proceeding.

      9.10 Guaranty Matters. Each Lender and the L/C Issuer hereby irrevocably
authorizes Agent, at its option and in its discretion, to release any Guarantor
from its obligations under the Guaranty if such Person ceases to be a Subsidiary
as a result of a transaction permitted hereunder. Upon request by Agent at any
time, each Lender and the L/C Issuer will confirm in writing Agent's authority
to release any Guarantor from its obligations under the Guaranty pursuant to
this Section 9.10.

      9.11 Collateral Matters.

      (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and
directs Agent to enter into the Collateral Documents for the benefit of such
Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and
each holder of any Note by the acceptance thereof will be deemed to agree, that,
except as otherwise set forth in Section 10.01, any action taken by the Required
Lenders, in accordance with the provisions of this Agreement or the Collateral
Documents, and the exercise by the Required Lenders of the powers set forth
herein or therein, together with such other powers as are reasonably incidental
thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer.
Agent is hereby authorized (but not obligated) on behalf of all of Lenders and
the L/C Issuer, without the necessity of any notice to or further consent from
any Lender or the L/C Issuer from time to time prior to, an Event of Default, to
take any action with respect to any Collateral or Collateral Documents which may
be necessary to perfect and maintain perfected the Liens upon the Collateral
granted pursuant to the Collateral Documents.

      (b) Each Lender and the L/C issuer hereby irrevocably authorize Agent, at
its option and in its discretion,

            (i) to release any Lien on any property granted to or held by Agent
under any Loan Document (A) upon termination of the Aggregate Commitments and
payment in full of all Obligations (other than contingent indemnification
obligations) and the expiration or termination of all Letters of Credit, (B)
that is sold or to be sold as part of or in connection with any sale permitted
hereunder or under any other Loan Document, (C) subject to Section 10.01, if
approved, authorized or ratified in writing by the Required Lenders, or (D) in
connection with any foreclosure sale or other disposition of Collateral after
the occurrence of an Event of Default; and

            (ii) to subordinate any Lien on any property granted to or held by
Agent under any Loan Document to the holder of any Lien on such property that is
permitted by this Agreement or any other Loan Document.

Upon request by Agent at any time, each Lender and the L/C Issuer will confirm
in writing Agent's authority to release or subordinate its interest in
particular types or items of Collateral pursuant to this Section 9.11.

      (c) Subject to (b) above, Agent shall (and is hereby irrevocably
authorized by each Lender and the L/C Issuer , to execute such documents as may
be necessary to evidence the release or subordination of the Liens granted to
Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant
hereto upon the applicable Collateral; provided that (i) Agent shall not be
required to execute any such document on terms which, in Agent's opinion, would
expose Agent to or create any liability or entail any consequence other than the
release or subordination of such Liens without recourse or warranty and (ii)
such release or subordination shall not in any manner discharge, affect or
impair the Obligations or any Liens upon (or obligations of Borrower or any
other Loan Party in respect of) all interests retained by Borrower or any other
Loan Party, including the proceeds of the sale, all of which shall continue to
constitute part of the Collateral. In the event of any sale or transfer of
Collateral, or any foreclosure with respect to any of the Collateral, Agent
shall be authorized to deduct all expenses reasonably incurred by Agent from the
proceeds of any such sale, transfer or foreclosure.

      (d) Agent shall have no obligation whatsoever to any Lender, the L/C
Issuer or any other Person to assure that the Collateral exists or is owned by
Borrower or any other Loan Party or is cared for, protected or insured or that
the Liens granted to Agent herein or in any of the Collateral Documents or
pursuant hereto or thereto have been properly or sufficiently or lawfully
created, perfected, protected or enforced or are entitled to any particular
priority, or to exercise or to continue exercising at all or in any manner or
under any duty of care, disclosure or fidelity any of the rights, authorities


                                       45
<PAGE>

and powers granted or available to Agent in this Section 9.11 or in any of the
Collateral Documents, it being understood and agreed that in respect of the
Collateral, or any act, omission or event related thereto, Agent may act in any
manner it may deem appropriate, in its sole discretion, given Agent's own
interest in the Collateral as one of Lenders and that Agent shall have no duty
or liability whatsoever to Lenders or the L/C Issuer.

      (e) Each Lender and the L/C Issuer hereby appoints each other Lender as
agent for the purpose of perfecting Lenders' and the L/C Issuer's security
interest in assets which, in accordance with Article 9 of the UCC can be
perfected only by possession. Should any Lender or the L/C Issuer (other than
Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer
shall notify Agent thereof, and, promptly upon Agent's request therefor shall
deliver such Collateral to Agent or in accordance with Agent's instructions.

                            ARTICLE X. MISCELLANEOUS

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

      (a) waive any condition set forth in Section 4.01(a) without the written
consent of each Lender; provided, however, in the sole discretion of Agent, only
a waiver by Agent shall be required with respect to immaterial matters or items
specified in Section 4.01(a)(iii) or (iv) with respect to which Borrower has
given assurances satisfactory to Agent that such items shall be delivered
promptly following the Closing Date;

      (b) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 8.02) without the written consent of
such Lender;

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

      (d) reduce the principal of, or the rate of interest specified herein on,
any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to
this Section 10.01) any fees or other amounts payable hereunder or under any
other Loan Document, without the written consent of each Lender directly
affected thereby; provided, however, that only the consent of the Required
Lenders shall be necessary (i) to amend the definition of "Default Rate" or to
waive any obligation of Borrower to pay interest or L/C Fees at the Default Rate
or (ii) to amend any financial covenant hereunder (or any defined term used
therein) even if the effect of such amendment would be to reduce the rate of
interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

      (e) change Section 2.13 or Section 8.03 in a manner that would alter the
pro rata sharing of payments required thereby without the written consent of
each Lender;

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

      (g) release any Guarantor from the Guaranty or release the Liens on all or
substantially all of the Collateral in any transaction or series of related
transactions except in accordance with the terms of any Loan Document, without
the written consent of each Lender; or

      (h) if at any time, any Principal Lending Agreement shall include any
covenant, undertaking, restriction or other provision (or any thereof shall be
amended or otherwise modified) that is not contained in this Agreement or would
be more beneficial to Agent or Lenders than any analogous covenant, undertaking,
restriction or provision contained in this Agreement (any such covenant,
undertaking, restriction or provision, an "Additional Covenant"), then Borrower
shall provide a Most Favored Lender Notice to Agent. Thereupon, unless waived in
writing by Agent within forty-five (45) days of receipt of such notice by Agent,
which shall first obtain the approval of Required Lenders, and if required, the
L/C Issuer, such Additional Covenant shall be deemed automatically incorporated


                                       46
<PAGE>

by reference into this Agreement, mutatis mutandis, as if set forth fully
herein, without any further action required on the part of any person, effective
as of the date when such Additional Covenant became effective under such
Principal Lending Agreement. Thereafter, upon the request of Agent, Borrower
shall enter into any additional agreement or amendment to this Agreement
reasonably requested by Agent evidencing any of the foregoing. Any Additional
Covenant incorporated into this Agreement pursuant to this Section 10.01(h)
shall remain unchanged herein notwithstanding any subsequent waiver, amendment
or other modification of such Additional Covenant (unless any such waiver,
amendment or modification adds another Additional Covenant) under the applicable
Principal Lending Agreement. For the purpose of this Section, (i) "Principal
Lending Agreement" means (A) the Prudential Note Agreement and/or the 1997-98
Note Purchase Agreements and any renewal, refinancing, refunding or replacement
thereof, and (B) any other financing agreement with any lender that becomes a
party to the Intercreditor and Collateral Agency Agreement; and (ii) "Most
Favored Lender Notice" means a written notice from Borrower to Agent delivered
promptly, and in any event within ten (10) business days after the inclusion of
any Additional Covenant in any Principal Lending Agreement (including by the way
of amendment or other modification of any exiting provision thereof), pursuant
to the terms of this Section, by an authorized office of Borrower in reasonable
detail, including reference to this Section, a verbatim statement of such
Additional Covenant (including any defined terms used therein) and related
explanatory calculations, as applicable;

and, provided further, that other than an amendment described in subsection (h)
above, (i) no amendment, waiver or consent shall, unless in writing and signed
by the L/C Issuer in addition to the Lenders required above, affect the rights
or duties of the L/C Issuer under this Agreement or any Issuer Document relating
to any Letter of Credit issued or to be issued by it; and (ii) no amendment,
waiver or consent shall, unless in writing and signed by Agent in addition to
the Lenders required above, affect the rights or duties of Agent under this
Agreement or any other Loan Document. Notwithstanding anything to the contrary
herein, no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder, except that the Commitment of such
Lender may not be increased or extended without the consent of such Lender.

      10.02 Notices; Effectiveness; Electronic Communications.

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

            (i) if to Borrower, Agent, Bank of America as Lender, or the L/C
Issuer, to the address, telecopier number, electronic mail address or telephone
number specified for such Person on Schedule 10.02; and

            (ii) if to any other Lender, to the address, telecopier number,
electronic mail address or telephone number specified in its Administrative
Questionnaire.

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

      (b) Electronic Communications. Notices and other communications to Lenders
and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by Agent, provided that the foregoing shall not apply to
notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or
the L/C Issuer, as applicable has notified the Agent that it is incapable of
receiving notices under such Article by electronic communication. Agent or
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be
limited to particular notices or communications. Unless Agent otherwise
prescribes, (i) notices and other communications sent to an e-mail address shall
be deemed received upon the sender's receipt of an acknowledgement from the
intended recipient (such as by the "return receipt requested" function, as
available, return e-mail or other written acknowledgement), provided that if
such notice or other communication is not sent during the normal business hours
of the recipient, such notice or communication shall be deemed to have been sent
at the opening of business on the next business day for the recipient, and (ii)
notices or communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address
therefor.


                                       47
<PAGE>

      (c) The Platform. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF
THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF
ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT
PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event
shall Agent or any of its Related Parties (collectively, the "Agent Parties")
have any liability to Borrower, any Lender, the L/C Issuer or any other Person
for losses, claims, damages, liabilities or expenses of any kind (whether in
tort, contract or otherwise) arising out of Borrower's or Agent's transmission
of Borrower Materials through the Internet, except to the extent that such
losses, claims, damages, liabilities or expenses are determined by a court of
competent jurisdiction by a final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Agent Party; provided,
however, that in no event shall any Agent Party have any liability to Borrower,
any Lender, the L/C Issuer or any other Person for indirect, special,
incidental, consequential or punitive damages (as opposed to direct or actual
damages).

      (d) Change of Address, Etc. Each of the Borrower, Agent, and the L/C
Issuer may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to the other parties hereto. Each other
Lender may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to Borrower, Agent, and the L/C Issuer.
In addition, each Lender agrees to notify Agent from time to time to ensure that
Agent has on record (i) an effective address, contact name, telephone number,
telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such Lender.

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

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

      10.04 Expenses; Indemnity; Damage Waiver.

      (a) Costs and Expenses. Subject to the cap in the commitment letter of
March 23, 2005, Borrower shall pay (i) all reasonable out of pocket expenses
incurred by Agent and its Affiliates (including the reasonable fees, charges and
disbursements of counsel for Agent), in connection with the preparation,
negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out of pocket
expenses incurred by the L/C Issuer in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment
thereunder, (iii) all out of pocket expenses incurred by Agent, any Lender or
the L/C Issuer (including the fees, charges and disbursements of any counsel for
Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges
for attorneys who may be employees of Agent, any Lender or the L/C Issuer, in
connection with the enforcement or protection of its rights (A) in connection
with this Agreement and the other Loan Documents, including its rights under
this Section, or (B) in connection with the Loans made or Letters of Credit
issued hereunder, including all such out of pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of
Credit, and (iv) all out of pocket expenses incurred by Agent, or any Lender in
connection with the inspection, examination or evaluation of Collateral, except
that all of such expenses in the initial Collateral examination shall be borne
by Borrower.


                                       48
<PAGE>

      (b) Indemnification by the Borrower. Borrower shall indemnify Agent (and
any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party
of any of the foregoing Persons (each such Person being called an "Indemnitee")
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee), and shall indemnify and hold
harmless each Indemnitee from all fees and time charges and disbursements for
attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by Borrower or any other
Loan Party arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder, or the
consummation of the transactions contemplated hereby or thereby, or, in the case
of Agent (and any sub-agent thereof) and its Related Parties only, the
administration of this Agreement and the other Loan Documents, (ii) any Loan or
Letter of Credit or the use or proposed use of the proceeds therefrom (including
any refusal by the L/C Issuer to honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or
operated by the Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to the Borrower or any of its Subsidiaries, or (iv)
any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory, whether brought by a third party or by the Borrower or any other Loan
Party, and regardless of whether any Indemnitee is a party thereto, in all
cases, whether or not caused by or arising, in whole or in part, out of the
comparative, contributory or sole negligence of the Indemnitee; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses (x) are determined
by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by Borrower or any other Loan Party against an
Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or
under any other Loan Document, if Borrower or such Loan Party has obtained a
final and nonappealable judgment in its favor on such claim as determined by a
court of competent jurisdiction.

      (c) Reimbursement by Lenders. To the extent that Borrower for any reason
fails to indefeasibly pay any amount required under subsection (a) or (b) of
this Section to be paid by it to Agent (or any sub-agent thereof), the L/C
Issuer or any Related Party of any of the foregoing, each Lender severally
agrees to pay to Agent (or any such sub-agent), the L/C Issuer or such Related
Party, as the case may be, such Lender's Applicable Percentage (determined as of
the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount, provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against Agent (or any such sub-agent) or the L/C
Issuer in its capacity as such, or against any Related Party of any of the
foregoing acting for Agent (or any such sub-agent) or L/C Issuer in connection
with such capacity. The obligations of the Lenders under this subsection (c) are
subject to the provisions of Section 2.12(d).

      (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted
by applicable law, Borrower shall not assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof. No Indemnitee referred to in subsection (b) above
shall be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby.

      (e) Payments. All amounts due under this Section shall be payable not
later than ten Business Days after demand therefor.

      (f) Survival. The agreements in this Section shall survive the resignation
of Agent and the L/C Issuer, the replacement of any Lender, the termination of
the Aggregate Commitments and the repayment, satisfaction or discharge of all
the other Obligations.

      10.05 Payments Set Aside. To the extent that any payment by or on behalf
of Borrower is made to Agent, the L/C Issuer or any Lender, or Agent, the L/C
Issuer or any Lender exercises its right of setoff, and such payment or the
proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including


                                       49
<PAGE>

pursuant to any settlement entered into by Agent, the L/C Issuer or such Lender
in its discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such setoff had not occurred, and (b)
each Lender and the L/C Issuer severally agrees to pay to Agent upon demand its
applicable share (without duplication) of any amount so recovered from or repaid
by Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect. The obligations of the Lenders and the L/C Issuer under clause
(b) of the preceding sentence shall survive the payment in full of the
Obligations and the termination of this Agreement.

      10.06 Successors and Assigns.

      (a) Successors and Assigns Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that neither Borrower
nor any other Loan Party may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of Agent, the L/C Issuer
and each Lender and no Lender may assign or otherwise transfer any of its rights
or obligations hereunder except (i) to an Eligible Assignee in accordance with
the provisions of subsection (b) of this Section, (ii) by way of participation
in accordance with the provisions of subsection (d) of this Section, or (iii) by
way of pledge or assignment of a security interest subject to the restrictions
of subsection (f) of this Section (and any other attempted assignment or
transfer by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in subsection (d) of this Section and, to
the extent expressly contemplated hereby, the Related Parties of each of Agent,
the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

      (b) Assignments by Lenders. Bank of America may, at any time, assign all
or a portion of its rights and obligations under this Agreement to any of its
Affiliates, but Bank of America may make no other initial assignment of its
rights and obligations under this Agreement except to another bank as described
in the introductory paragraph to this Agreement upon the mutual consent of
Borrower and Bank of America. After an initial assignment as described
immediately above, any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans (including for
purposes of this subsection (b), participations in L/C Obligations) at the time
owing to it); provided that (i) except in the case of an assignment of the
entire remaining amount of the assigning Lender's Commitment and the Loans at
the time owing to it or in the case of an assignment to a Lender or an Affiliate
of a Lender, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in
effect, the principal outstanding balance of the Loans of the assigning Lender
subject to each such assignment, determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to Agent or, if "Trade
Date" is specified in the Assignment and Assumption, as of the Trade Date, shall
not be less than $5,000,000 unless each of Agent and, so long as no Event of
Default has occurred and is continuing, Borrower otherwise consents (each such
consent not to be unreasonably withheld or delayed); (ii) each partial
assignment shall be made as an assignment of a proportionate part of all the
assigning Lender's rights and obligations under this Agreement with respect to
the Loans or the Commitment assigned; (iii) any assignment of a Commitment must
be approved by Agent, and the L/C Issuer unless the Person that is the proposed
assignee is itself a Lender (whether or not the proposed assignee would
otherwise qualify as an Eligible Assignee); (iv) the parties to each assignment
shall execute and deliver to Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500 and the Eligible Assignee, if it shall
not be a Lender, shall deliver to Agent an Administrative Questionnaire; and (v)
the proposed assignee shall execute and deliver a Joinder Agreement (Secured
Creditor) and thereby become a party to the Intercreditor and Collateral Agency
Agreement. Subject to acceptance and recording thereof by Agent pursuant to
subsection (c) of this Section, from and after the effective date specified in
each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with
respect to facts and circumstances occurring prior to the effective date of such
assignment. Upon request, Borrower (at its expense) shall execute and deliver a
Note to the assignee Lender. Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this subsection shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (d)
of this Section. If Bank of America assigns all or any portion of its rights and
obligations under this Agreement to any of its Affiliates, Borrower shall not be
required to give notices, make reports or provide information to more than one
of Bank of America or such Affiliate.


                                       50
<PAGE>

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

      (d) Participations. Any Lender may at any time, without the consent of, or
notice to, Borrower or Agent, sell participations to any Person (other than a
natural person or Borrower or any of Borrower's Affiliates or Subsidiaries)
(each, a "Participant") in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans (including such Lender's participations in L/C Obligations)
owing to it); provided that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) Borrower,
Agent, the L/C Issuer and the Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations under
this Agreement. Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver
of any provision of this Agreement; provided that such agreement or instrument
may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, waiver or other modification described in the first
proviso to Section 10.01 that affects such Participant. Subject to subsection
(e) of this Section, Borrower agrees that each Participant shall be entitled to
the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.13 as though it were a
Lender.

      (e) Limitations upon Participant Rights. A Participant shall not be
entitled to receive any greater payment under Section 3.01 or 3.04 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with Borrower's prior written consent.

      (f) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

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

      (h) Deemed Consent of Borrower. If the consent of Borrower to an
assignment to an Eligible Assignee is required hereunder (including a consent to
an assignment which does not meet the minimum assignment threshold specified in
clause (i) of the proviso to the second sentence of Section 10.06(b)), Borrower
shall be deemed to have given its consent five Business Days after the date
notice thereof has been delivered to Borrower by the assigning Lender (through
Agent) unless such consent is expressly refused by Borrower prior to such fifth
Business Day.

      (i) Resignation as L/C Issuer. Notwithstanding anything to the contrary
contained herein, if at any time Bank of America assigns all of its Commitment
and Loans pursuant to subsection (b) above, Bank of America may, upon 30 days'
notice to Borrower and the Lenders, resign as L/C Issuer. In the event of any
such resignation as L/C Issuer, Borrower shall be entitled to appoint from among
Lenders a successor L/C Issuer hereunder; provided, however, that no failure by
Borrower to appoint any such successor shall affect the resignation of Bank of
America as L/C Issuer, as the case may be. If Bank of America resigns as L/C
Issuer, it shall retain all the rights, powers, privileges and duties of the L/C
Issuer hereunder with respect to all Letters of Credit outstanding as of the


                                       51
<PAGE>

effective date of its resignation as L/C Issuer and all L/C Obligations with
respect thereto (including the right to require the Lenders to make Base Rate
Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to
Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (a) such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring L/C Issuer , and (b) the successor L/C
Issuer shall issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America to effectively assume the obligations of Bank of
America with respect to such Letters of Credit.

      10.07 Treatment of Certain Information; Confidentiality. Each of Agent,
Lenders and the L/C Issuer agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its Affiliates and to its and its Affiliates' respective partners, directors,
officers, employees, agents, advisors and representatives (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority,
purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to Borrower and its obligations, (g) with the consent of Borrower or
(h) to the extent such Information (x) becomes publicly available other than as
a result of a breach of this Section or (y) becomes available to Agent, any
Lender, the L/C Issuer or any of their respective Affiliates on a
nonconfidential basis from a source other than Borrower. For purposes of this
Section, "Information" means all information received from Borrower or any
Subsidiary relating to Borrower or any Subsidiary or any of their respective
businesses, other than any such information that is available to Agent, any
Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by
Borrower or any Subsidiary. Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information. Each of Agent, the Lenders and the
L/C Issuer acknowledges that (a) the Information may include material non-public
information concerning the Borrower or a Subsidiary, as the case may be, (b) it
has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in
accordance with applicable Law, including Federal and state securities Laws.

      10.08 Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender, the L/C Issuer and each of their respective Affiliates
is hereby authorized at any time and from time to time, after obtaining the
prior written consent of Agent, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency)
at any time held and other obligations (in whatever currency) at any time owing
by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the
account of Borrower or any other Loan Party against any and all of the
obligations of Borrower or such Loan Party now or hereafter existing under this
Agreement or any other Loan Document to such Lender or the L/C Issuer or any
such Affiliate, irrespective of whether or not such Lender or the L/C Issuer
shall have made any demand under this Agreement or any other Loan Document and
although such obligations of Borrower or such Loan Party may be contingent or
unmatured or are owed to a branch or office of such Lender or the L/C Issuer
different from the branch or office holding such deposit or obligated on such
indebtedness. The rights of each Lender, the L/C Issuer and their respective
Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender, the L/C Issuer or their
respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify
Borrower and Agent promptly after any such setoff and application, provided that
the failure to give such notice shall not affect the validity of such setoff and
application.

      10.09 Interest Rate Limitation. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the "Maximum Rate"). If Agent or any Lender shall
receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to Borrower. In determining whether the interest contracted
for, charged, or received by Agent or a Lender exceeds the Maximum Rate, such
Person may, to the extent permitted by applicable Law, (a) characterize any
payment that is not principal as an expense, fee, or premium rather than
interest, (b) exclude voluntary prepayments and the effects thereof, and (c)
amortize, prorate, allocate, and spread in equal or unequal parts the total
amount of interest throughout the contemplated term of the Obligations
hereunder.


                                       52
<PAGE>

      10.10 Counterparts ; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other
Loan Documents and the Intercreditor and Collateral Agency Agreement constitute
the entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by Agent and
when Agent shall have received counterparts hereof that, when taken together,
bear the signatures of each of the other parties hereto. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.

      10.11 Survival of Representations and Warranties. All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by Agent and
each Lender, regardless of any investigation made by Agent or any Lender or on
their behalf and notwithstanding that Agent or any Lender may have had notice or
knowledge of any Default at the time of any Credit Extension, and shall continue
in full force and effect as long as any Loan or any other Obligation hereunder
shall remain unpaid or unsatisfied or any Letter of Credit shall remain
outstanding.

      10.12 Severability. If any provision of this Agreement or the other Loan
Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and
the other Loan Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      10.13 Governing Law; Jurisdiction; Etc.

      (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF OREGON.

      (b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF OREGON SITTING IN
MULTNOMAH COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE DISTRICT OF
OREGON AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH OREGON STATE COURT OR,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH
OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT, ANY
LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR
ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

      (c) WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.

      (d) This subsection intentionally left blank.


                                       53
<PAGE>

      10.14 Waiver of Right to Trial by Jury. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      10.15 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as
hereinafter defined) and Agent (for itself and not on behalf of any Lender)
hereby notifies Borrower that pursuant to the requirements of the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
"Act"), it is required to obtain, verify and record information that identifies
Borrower, which information includes the name and address of Borrower and other
information that will allow such Lender or Agent, as applicable, to identify
Borrower in accordance with the Act.

      10.16 Time of the Essence. Time is of the essence of the Loan Documents.

      10.17 Certain Agreements Not Enforceable. UNDER OREGON LAW, MOST
AGREEMENTS, PROMISES AND COMMITMENTS MADE BY ANY LENDER CONCERNING LOANS AND
OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES
OR SECURED SOLELY BY DEBTOR'S RESIDENCE MUST BE IN WRITING, EXPRESS
CONSIDERATION AND BE SIGNED BY SUCH LENDER TO BE ENFORCEABLE.

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

                               NORTHWEST PIPE COMPANY

                               By:    /s/ Brian W. Dunham
                                   ---------------------------------------------
                               Name:  Brian W. Dunham
                                     -------------------------------------------

                               Title: President and Chief Executive Officer
                                      ------------------------------------------


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

                               By:    /s/ Ken Puro
                                   ---------------------------------------------

                               Name:  Ken Puro
                                     -------------------------------------------

                               Title: Vice President
                                      ------------------------------------------


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

                               By:    /s/ Daryl K. Hogge
                                   ---------------------------------------------

                               Name:  Daryl K. Hogge
                                     -------------------------------------------

                               Title: Senior Vice President
                                      ------------------------------------------


                                       54
<PAGE>

                                                                   SCHEDULE 1.01

                           EXISTING LETTERS OF CREDIT

<TABLE>
<CAPTION>
Issuing Bank and Number                    Beneficiary                                Maturity Date        Amount
---------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                           <C>             <C>
Wells Fargo Letter of Credit #399713       Reliance National Indemnity Company            9/1/05           400,000.00
Wells Fargo Letter of Credit #400451       Zurich American Insurance Company              9/1/05           300,000.00
Wells Fargo Letter of Credit #419831       Employers Insurance of Wausau                 11/20/05          225,550.00
Wells Fargo Letter of Credit #435473       Pacific Employers Insurance Company            4/1/06         4,350,000.00
</TABLE>

<PAGE>

                                                                   SCHEDULE 2.01

                                   COMMITMENTS
                           AND Applicable Percentages

       Lender                       Commitment                     Applicable
                                                                   Percentage
--------------------------------------------------------------------------------
Bank of America, N.A.               $65,000,000                   100.000000000%

Total                               $65,000,000                   100.000000000%

<PAGE>

                                                                   SCHEDULE 5.06

                                   LITIGATION

      The Company was a defendant in a suit brought by Foothill/DeAnza Community
College in U.S. District Court for the Northern District of California in July
2000. Two companies that the Company acquired in 1998 and were subsequently
merged into Northwest Pipe were also named as defendants. DeAnza represented a
class of plaintiffs who purchased small diameter, thin walled fire sprinkler
pipe sold as the "POZ-LOK" system that plaintiffs alleged was defectively
manufactured and sold by the defendants between the early 1990s and early 2000.
DeAnza alleged that the pipe leaked necessitating replacement of the fire
sprinkler system and further alleged that the leaks caused damage to other
property as well as loss of use. The Company answered the complaint, denied
liability and specifically denied that class certification was appropriate. On
July 1, 2002, the Court certified a class of facility owners in six states
(California, Washington, Arizona, Oregon, Idaho and Nevada), on claims of breach
of express warranty, fraud and unfair trade practices. The Ninth Circuit Court
of Appeals denied the Company's petition for review. The Company filed a
Declaratory Relief action against their insurers seeking defense and
indemnification. The Company also filed an action against the former owner of
the two companies they acquired in 1998, seeking damages for fees and
indemnification. The Company has settled with both the plaintiffs and the
insurance companies, and the Court approved a nationwide opt-out settlement
class.

      Pursuant to the settlement, the Company is obligated only to pay those
class members who had an actual, qualifying leak in their Poz-Lok systems,
supported by documentation of the leak and those who have a qualifying leak in
the future, again, supported by documentation, as well as an inspection report
verifying the existence of the leak and lack of alternative cause, such as
misuse, improper installation, and microbiologically influenced corrosion
("MIC"). Class members can make a claim during a fifteen year period measured
from the final effective date of the settlement, but any compensation for the
leak, between $10 and $30 per foot of necessary pipe to effectuate repair and
any consequential damages, would be reduced on a proportionate basis measured
from the date such system was installed. Alternatively, the class member can
receive $500 and receive no further compensation. The Company's insurance
carriers have paid $5.0 million to cover the initial costs of settlement
administration, class notice costs and plaintiff's attorney fees, with an
estimated $2.5 million remaining to pay claims. The Company's payment
obligations would not begin until both the insurance funds are exhausted. During
the second year and years four through fifteen, the Company would be obligated
only to pay qualifying claims and administrative costs up to a limit of $500,000
per year. The Company has no payment obligations in years one and three. The
Company also would have no payment obligation in any other year in which there
are no qualifying claims. In the event any qualifying claims remain unpaid after
fifteen years, the Company would have to pay such claims as follows: (1) if the
excess claims are between $0 and $1.5 million, the Company would pay the amount
of the claims; (2) if the excess claims are between $1.5 million and $6.0
million, the Company would pay $1.5 million; and (3) if the excess claims exceed
$6.0 million, the Company would pay $1.5 million plus 25 percent of the amount
over $6.0 million, up to a cap of $3.0 million; provided, that in no event would
the Company be obligated to pay any more than $1.0 million in any of years
sixteen, seventeen or eighteen.

      To date, we are aware of eight claims, one of which has been denied and
seven of which are pending (with an apparent aggregate outside exposure of less
than $200,000).

<PAGE>

                                                                   SCHEDULE 5.09

                              ENVIRONMENTAL MATTERS

      1. By letter dated November 19, 1999, the Oregon Department of
Environmental Quality ("ODEQ") requested performance of a preliminary assessment
of the Company's plant located at 12005 N. Burgard in Portland, Oregon. The
primary purpose of the assessment is to determine whether the plant has
contributed to sediment contamination in the Willamette River. The Company
entered into a Voluntary Letter Agreement with ODEQ in mid-August 2000, and
completed the assessment in late 2004. In February 2005, the Company entered
into a Voluntary Agreement for Remedial Investigation and Source Control
Measures with DEQ as a follow-up to the previous site assessment and
investigative work under this Agreement is continuing.

      On December 1, 2000, a six mile section of the lower Willamette River
known as the Portland Harbor was included on the National Priorities List
("NPL") at the request of the U.S. Environmental Protection Agency ("EPA"). EPA
currently defines the site as the areal extent of contamination, and all
suitable areas in proximity to the contamination necessary for the
implementation of the response action, at, from and to the Portland Harbor
Superfund Site Assessment Area from approximately River Mile ("RM") 3.5 to RM
9.2, including uplands portions of the Site that contain sources of
contamination to the sediments. The Company's plant is not located on the
Willamette River; it lies in what may be the uplands portion of the Site.
However, a final determination of the areal extent of the Site will not be
determined until EPA issues a record of decision describing the remedial action
necessary to address Willamette River Sediments.

      EPA and ODEQ have agreed to share responsibility for investigation and
cleanup of the Site. ODEQ has the lead responsibility for conducting the upland
work, and EPA is the Support Agency for that work. EPA has the lead
responsibility for conducting in-water work, and ODEQ is the Support Agent for
that work.

      By a general notice letter dated December 8, 2000, EPA notified the
Company and 68 other parties of potential liability under the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA") and the
Resource conservation and Recovery Act ("RCRA") with respect to the Portland
Harbor Superfund Site. In its letter, EPA inquired whether parties receiving the
letter were interested in volunteering to enter negotiations to perform a
remedial investigation and feasibility study ("RI/FS") at the Site. No action
was required by EPA of recipients of the general notice letter. In the last week
of December 2000, the Company responded to EPA's inquiry stating that the
Company was working with ODEQ to determine whether its plant had any impact on
Willamette River sediments or was a current source of releases to the Willamette
River. Therefore, until its work with ODEQ was completed, it would be premature
for the Company to enter into any negotiations with EPA. The Company's work with
ODEQ is ongoing.

      2. In a letter dated November 12, 2002, the Company was notified by a
group of companies identified as the Force Road Joint Participation and Defense
Group (the "Group"), that Southwestern Pipe, Inc. was a potentially responsible
party ("PRP") at the Force Road Oil and Vacuum Truck Company State Superfund
Site ("Site") near Houston, Texas. In a January 7, 2003 follow-up letter, the
Group provided the Company with what it believed to be documents showing
Southwestern Pipe's delivery of used coolant oil to the Force Road facility in
the late 1970's and early 1980's. In that same correspondence, the Group invited
Southwestern Pipe to enter into an Agreed Order it had negotiated with the Texas
Commission on Environmental Quality ("TCEQ") and participate in the costs of
conducting a remedial investigation and feasibility study at the Site. By letter
dated January 31, 2003, the Company responded to the Group stating that the
information received by the Company from the Group does not provide sufficient
information for the Company to participate in the Agreed Order at this time.
Information reviewed to date, including telephone interviews with TCEQ and a
letter from the PRP group dated September 25, 2003, indicate that existing Group
members are the major contributors of hazardous substances to the Site and a de
minimis settlement may be available to the Company to reach a final resolution
concerning Southwestern Pipe's contribution to the site. According to telephone
conversations with TCEQ, this is why Southwestern Pipe has not been contacted by
Texas regulatory authorities. No damages have been established or claimed
against Southwestern Pipe or the Company at this time. The Company is continuing
to investigate this matter. It is too early in the process to evaluate the
potential financial impact of this matter.

<PAGE>

      3. By letter dated December 14, 2002, the Oregon Department of
Environmental Quality ("DEQ") notified the Company of an assessment and civil
penalty in the amount of $8,868 for alleged violation of the Company's Title V
Operating Permit No. 26-2492. Specifically, DEQ alleged that on or about 34 days
between January 1999 and August 15, 2000, the Company violated a condition of
its permit by emitting more pounds of VOC per gallon of coating applied than
allowed by the average pounds per gallon RACT limit. The Company has paid the
penalty and has appealed the assessment.

      4. Consent Decree. The United States Environmental Protection Agency
("EPA") added a site in Clackamas, Oregon, to the National Priorities List
("NPL") on October 14, 1992 (the "Site"). Northwest Pipe conducted manufacturing
operations on a portion of the Site prior to its Chapter 11 bankruptcy in 1986.
The issues of liability related to this matter have been resolved through a
negotiated settlement resulting in the entry of a Consent Decree on July 22,
1997 in Federal District Court for the District of Oregon. The Consent Decree
was entered into between Northwest Pipe and the United States of America on
behalf of the EPA, and the State of Oregon on behalf of the Oregon Department of
Environmental Quality ("ODEQ") and was entered into the United States Bankruptcy
Court for the District of Oregon on July 22, 1997. See attached Consent Decree
for Northwest Pipe & Casing Co. v. United States of America and State of Oregon,
Case No. 385-04996-P11, Adversary Proceeding No. 95-3509.

      Under the terms of the settlement, EPA and DEQ (the "Agencies") agreed to
clean up the Site, subject only to the availability of appropriations. The
Consent Decree also provides extensive covenants not to sue and contribution
protection for Northwest Pipe. Northwest Pipe agreed to pay the Agencies $1
million and to deposit an additional $2.3 million into an escrow account or
trust (the "Trust"), with interest income on the Trust to be distributed to the
Agencies, or to Northwest Pipe upon certain conditions. The settlement further
provides that the Agencies will complete construction of necessary remedial
action at the Site in accordance with their standards and have the right to sell
the Property at any time during the cleanup process. If the Property is sold by
the Agencies during the cleanup process, the $2.3 million held in the Trust will
be returned to Northwest Pipe. Once the Property has been remediated as
evidenced by completion of construction of the remedial action and issuance of
Remedial Action Reports or their equivalents and the Property is usable for a
reasonable commercial or industrial use, the Agencies have the option to
continue to market the Property for one year. If the property is not sold during
this period, Northwest Pipe may elect to have the Property conveyed to it in
exchange for the $2.3 million held in the Trust. If Northwest Pipe takes
ownership of the Property and sells it within one year thereafter, 50 percent of
any net proceeds in excess of $2.3 million would be paid to the Agencies. The
Agencies will provide a "Prospective Purchaser Agreement" which will specify
that any qualified prospective purchaser of the Property is not liable for any
past environmental contamination on ongoing remediation resulting from past
operations at the Site. If Northwest Pipe elects not to take ownership of the
Property and the Property has been cleaned up so that it is usable for a
reasonable commercial or industrial use, the Agencies will retain the $2.3
million held in the Trust. If the Agencies are unable to complete construction
of the remedial action and clean up soils so that the Property can be used for a
reasonable commercial or industrial use within 10 years (which occurs on April
1, 2007), the Agencies are required to return the $2.3 million held in the Trust
to Northwest Pipe.

      5. By letter dated October 22, 2004, the Company received an invitation
from the Texas Attorney General's office to attend a meeting regarding the Gulf
Metals Industries Site in Houston, Texas (the "GMI Site"). The TCEQ indicated
the Company may have liability for response and oversight costs at this site
because of involvement of the Company's corporate predecessors. After reviewing
its information, the Company notified the Texas Attorney General's office by
letter dated January 21, 2005, that neither of the two companies named by the
State in its October 22, 2004 notice letter are corporate predecessors of the
Company's operations in Houston. Based on conversations with the Attorney
General's office and our review of the Company's information, we believe the
State's list of potentially responsible parties was inaccurate. The Company has
received no further correspondence from the Attorney General's office concerning
the GMI Site.

<PAGE>

      6. The following reports on current owned or occupied real property are
available to Lender on request:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Location                           Date           Document
--------------------------------------------------------------------------------------------------------------------
<S>                                <C>            <C>
Clackamas Site,                    8-27-97        U.S. Bankruptcy Court for the District of Oregon, Case No.
Portland, Oregon                                  385-34996-ELP11, Order Approving Account, Discharging Trustee and
                                                  Closing Estate.
                                   ---------------------------------------------------------------------------------
                                   4-97           U.S. Bankruptcy Court for the District of Oregon, Case No.
                                                  385-04996-P11, Adversary Proceeding No. 95-3509, Consent Decree.
                                   ---------------------------------------------------------------------------------
                                   4-30-97        U.S. District Court for the District of Oregon, Case No. CV9-682,
                                                  Consent Decree.
                                   ---------------------------------------------------------------------------------
                                   8-18-97        U.S. District Court for the District of Oregon, Case No. CV97-683,
                                                  Consent Decree.
                                   ---------------------------------------------------------------------------------
                                   9-21-95        Remedial Cost Estimate Projections Northwest Pipe & Casing Site,
                                                  Clackamas, Oregon, prepared by Environmental Strategies
                                                  Corporation, prepared at the request of counsel.
--------------------------------------------------------------------------------------------------------------------
N. Burgard                         2-05           Remedial Investigation Work Plan, prepared by CH2M Hill.
Portland, Oregon
                                   ---------------------------------------------------------------------------------
                                   10-19-04       Southeast Area Supplemental Site Investigation Report, prepared by
                                                  CH2M Hill.
                                   ---------------------------------------------------------------------------------
                                   12-19-03       Stormwater System Sampling Results, prepared by CH2M Hill.
                                   ---------------------------------------------------------------------------------
                                   12-19-03       SE Area Groundwater Investigation Report, prepared by CH2M Hill.
                                   ---------------------------------------------------------------------------------
                                   10-30-02       SE Area Investigation Report, prepared by CH2M Hill.
                                   ---------------------------------------------------------------------------------
                                   8-13-02        Stormwater Investigation Workplan, prepared by CH2M Hill.
                                   ---------------------------------------------------------------------------------
                                   6-02           Sampling and Analysis Plan, prepared by CH2M Hill.
                                   ---------------------------------------------------------------------------------
                                   12-5-01        Site Investigation Report, prepared by CH2M Hill.
                                   ---------------------------------------------------------------------------------
                                   5-4-01         Site Investigation Work Plan, prepared by CH2M Hill.
                                   ---------------------------------------------------------------------------------
                                   2-27-01        Preliminary Assessment Addendum for Northwest Pipe Company,
                                                  Portland Facility, prepared by CH2M Hill, prepared for Northwest
                                                  Pipe Company.
                                   ---------------------------------------------------------------------------------
                                   11-00          Preliminary Assessment for Northwest Pipe Company, Portland
                                                  Facility, prepared by CH2M Hill, prepared for Northwest Pipe
                                                  Company (2 volume set).
--------------------------------------------------------------------------------------------------------------------
Denver, Colorado                   9-7-00         Environmental Investigation Report Northwest Pipe Company Facility
                                                  6030 North Washington Street, Denver, Colorado, prepared by CH2M
                                                  Hill, prepared for Northwest Pipe.
                                   ---------------------------------------------------------------------------------
                                   5-6-96         Phase I Environmental Site Assessment of Thompson Steel & Pipe,
                                                  6030 North Washington Street, Denver, Colorado, prepared by
                                                  Clayton Environmental Consultants, prepared for The CIT Group.
--------------------------------------------------------------------------------------------------------------------
Riverside, California              10-20-98       Letter from County of Riverside, Health Services Agency,
                                                  Department of Environmental Health to Northwest Pipe Company
                                                  regarding UST Removal.
                                   ---------------------------------------------------------------------------------
                                   12-20-96       Revised Environmental Assessment of the California Steel Pressure
                                                  Pipe Facility, Pedley, California, prepared by Clayton
                                                  Environmental Consultants.
--------------------------------------------------------------------------------------------------------------------
Saginaw, Texas                     5-99           Environmental Site Assessment and Initial Compliance Audit for
                                                  North American Pipe, Inc., Saginaw, Texas, prepared by ENETRIX,
                                                  Inc., prepared for Ater Wynne LLP, Northwest Pipe Company, and
                                                  Bridgewater Group, Inc.
--------------------------------------------------------------------------------------------------------------------
Bossier City, Louisiana            5-28-98        Meeting Summary - Meeting with LDEQ on May 20, 1998 at P&H Tube
                                                  Corporation, 430 Hamilton Road, Bossier City, Louisiana, prepared
                                                  by CH2M Hill.
                                   ---------------------------------------------------------------------------------
                                   3-13-98        Letter to Louisiana Department of Environmental Quality regarding
                                                  Notification Report of Groundwater Sampling, prepared by John
                                                  Nussbaum, P&H Tube Corporation.
--------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
--------------------------------------------------------------------------------------------------------------------
<S>                                <C>            <C>
                                   3-6-98         Environmental Site Assessment and Initial Compliance Audit for P&H
                                                  Tube Corporation, Bossier City, Louisiana, prepared by CH2M Hill,
                                                  prepared for Ater Wynne LLP and Northwest Pipe Company.
--------------------------------------------------------------------------------------------------------------------
Houston, Texas                     3-6-98         Environmental Site Assessment and Initial Compliance Audit for the
                                                  Southwestern Pipe, Incorporated Facility, Houston, Texas, prepared
                                                  by CH2M Hill, prepared for Ater Wynne Hewitt Dodson & Skerritt,
                                                  LLP.
--------------------------------------------------------------------------------------------------------------------
Parkersburg, Virginia              5-22-98        State of West Virginia Bureau of Environment Division of
                                                  Environmental Protection Supplemental Application to Participate
                                                  in Voluntary Remediation Program, prepared by Scott R. Smith
                                                  Environmental Management Consultants, Inc., prepared by L.B.
                                                  Foster Co.
                                   ---------------------------------------------------------------------------------
                                   4-98           Environmental Site Assessment DuPont and Foster Roads, prepared by
                                                  CH2M Hill, prepared for Ater Wynne Hewitt Dodson & Skerritt, LLP
                                                  (2 volume set).
                                   ---------------------------------------------------------------------------------
                                   2-10-98        State of West Virginia Bureau of Environment Division of
                                                  Environmental Protection Application to Participate in Voluntary
                                                  Remediation Program, prepared by Scott R. Smith Environmental
                                                  Management Consultants, Inc., prepared for L.B. Foster Co.
--------------------------------------------------------------------------------------------------------------------
Miscellaneous                      9-5-00         Letter from United States Environmental Protection Agency Region
                                                  IX re: Casmalia Disposal Site, Santa Barbara County, Final De
                                                  Minimis Settlement - EPA Region IX AOC Case No. 99-02(a).
                                   ---------------------------------------------------------------------------------
                                   10-7-99        Letter from United States Environmental Protection Agency Region
                                                  IX to Ater Wynne [sic] LLP, including U.S. EPA Region 9 proposed
                                                  AOC Case No. 99-02(a).
                                   ---------------------------------------------------------------------------------
                                   2-9-95         Letter from Clayton Environmental Consultants to The CIT Group
                                                  regarding Northwest Pipe & Casing regarding Follow-up Report
                                                  Review.
                                   ---------------------------------------------------------------------------------
                                   12-7-94        Letter from Northwest Pipe & Casing Company to The CIT Group
                                                  regarding Clayton Environmental Consultants - Phase I
                                                  Environmental Assessments.
--------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                   SCHEDULE 5.13

                                  SUBSIDIARIES
                          AND OTHER EQUITY INVESTMENTS

Part (a). Subsidiaries.

Domestic Subsidiaries:

Thompson Tank Holdings, Inc., an Oregon corporation

Foreign Subsidiaries:

Northwest Pipe Mexico S.A. de C.V., a company organized under the laws of Mexico

Thompson Tanks Mexico, S.A. de C.V., a company organized under the laws of
Mexico

Part (b). Other Equity Investments.

None

<PAGE>

                                                                   SCHEDULE 7.01

                                 EXISTING LIENS

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
File Date        File Number           Secured Party
--------------------------------------------------------------------------------------------------------------------
California Secretary of State
--------------------------------------------------------------------------------------------------------------------
<C>              <C>                   <C>
01/17/02         2002-0025566; San     TCF Leasing, Inc.
                 Bernardino County
--------------------------------------------------------------------------------------------------------------------
03/08/02         2002-0117095; San     Celtic Leasing Corp. [terminated 5/__/05]
                 Bernardino County
--------------------------------------------------------------------------------------------------------------------
04/18/02         2002-198103; San      Wells Fargo Bank, National Association [to be terminated]
                 Bernardino County
--------------------------------------------------------------------------------------------------------------------
Colorado Secretary of State
--------------------------------------------------------------------------------------------------------------------
06/15/01         20012047704           General Electric Capital Corporation
--------------------------------------------------------------------------------------------------------------------
Louisiana Central Index
--------------------------------------------------------------------------------------------------------------------
06/22/01         08-383232             The Fifth Third Leasing Company
--------------------------------------------------------------------------------------------------------------------
06/22/01         08-383233             The Fifth Third Leasing Company
--------------------------------------------------------------------------------------------------------------------
01/02/02         08-384259             TCF Leasing, Inc.
--------------------------------------------------------------------------------------------------------------------
01/22/02         08-384327             TCF Leasing, Inc.
--------------------------------------------------------------------------------------------------------------------
06/21/01         09-999550             The Fifth Third Leasing Company
--------------------------------------------------------------------------------------------------------------------
01/12/01         26-251333             Toyota Motor Credit Corporation
--------------------------------------------------------------------------------------------------------------------
Texas Secretary of State
--------------------------------------------------------------------------------------------------------------------
04/05/01         01-00065839           Toyota Motor Credit Corporation
--------------------------------------------------------------------------------------------------------------------
06/13/01         01-00114171           General Electric Capital Corporation
--------------------------------------------------------------------------------------------------------------------
West Virginia Secretary of State
--------------------------------------------------------------------------------------------------------------------
06/13/01         562226                The CIT Group/Equipment
--------------------------------------------------------------------------------------------------------------------
Oregon Secretary of State
--------------------------------------------------------------------------------------------------------------------
05/18/00         512695                TCF Leasing Inc. [expires 05-18-05]
--------------------------------------------------------------------------------------------------------------------
09/06/00         525421                Wells Fargo Equipment Finance Inc.
--------------------------------------------------------------------------------------------------------------------
10/03/00         528322                General Electric Capital Corporation
--------------------------------------------------------------------------------------------------------------------
06/13/01         555487                General Electric Capital Corporation
--------------------------------------------------------------------------------------------------------------------
06/15/01         555866                The Fifth Third Leasing Company
--------------------------------------------------------------------------------------------------------------------
06/19/01         556256                The Fifth Third Leasing Company
--------------------------------------------------------------------------------------------------------------------
08/16/01         560699                General Electric Capital Corporation
--------------------------------------------------------------------------------------------------------------------
09/18/01         565370                Signode Packaging Systems
--------------------------------------------------------------------------------------------------------------------
12/31/01         574268                National City Leasing Corporation
--------------------------------------------------------------------------------------------------------------------
12/31/01         574461                TCF Leasing, Inc.
--------------------------------------------------------------------------------------------------------------------
02/12/02         578157                Celtic Leasing Corp. [terminated 5/12/05]
--------------------------------------------------------------------------------------------------------------------
04/18/02         584486                Wells Fargo Bank, National Association [to be terminated]
--------------------------------------------------------------------------------------------------------------------
05/17/02         587772                Tokyo Leasing (USA) Inc.
--------------------------------------------------------------------------------------------------------------------
07/30/02         594824                Citicorp Del lease, Inc. dba Citicorp Dealer Finance
--------------------------------------------------------------------------------------------------------------------
11/22/02         605156                General Electric Capital Corporation
--------------------------------------------------------------------------------------------------------------------
12/20/02         607516                Toyota Motor Credit Corporation
--------------------------------------------------------------------------------------------------------------------
01/10/03         609225                Pullman Bank & Trust Company
--------------------------------------------------------------------------------------------------------------------
01/24/03         610387                Heritage Bank
--------------------------------------------------------------------------------------------------------------------
02/18/03         612417                Key Equipment Finance, a Division of Key Corporate Capital Inc
--------------------------------------------------------------------------------------------------------------------
02/18/03         612418                Key Equipment Finance, a Division of Key Corporate Capital Inc
--------------------------------------------------------------------------------------------------------------------
02/18/03         612419                Key Equipment Finance, a Division of Key Corporate Capital Inc
--------------------------------------------------------------------------------------------------------------------
05/03/03         622613                Wells Fargo Bank, National Association, as Collateral Agent [to be assigned
                                       to BofA as collateral agent upon financing]]
--------------------------------------------------------------------------------------------------------------------
05/19/03         621525                Signode Packaging Systems
--------------------------------------------------------------------------------------------------------------------
11/10/03         6392774               Signode Container Industry Systems
--------------------------------------------------------------------------------------------------------------------
01/12/04         6442698               Wells Fargo Equipment Finance Inc.
--------------------------------------------------------------------------------------------------------------------
01/23/04         6455243               Signode Container Industry Systems
--------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
File Date        File Number           Secured Party
--------------------------------------------------------------------------------------------------------------------
<C>              <C>                   <C>
03/15/04         6503753               NMHG Financial Services, Inc.
--------------------------------------------------------------------------------------------------------------------
01/11/05         6801012               General Electric Capital Corporation
--------------------------------------------------------------------------------------------------------------------
02/22/05         6838469               GMAC Commercial Financial LLC
--------------------------------------------------------------------------------------------------------------------
04/13/05         6887765               National City Leasing Corporation
--------------------------------------------------------------------------------------------------------------------
05/12/05         6914831               General Electric Capital Corporation
--------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                   SCHEDULE 7.03

                              EXISTING INDEBTEDNESS

<TABLE>
<CAPTION>
                                                                                               Balance
                                                                                              4/30/2005
      Short-Term Debt:
<S>                                                                                        <C>
        Wells Fargo National Association Line of Credit Facility dated                     To be filled in
        February 25, 2005 - $35.0 to $38.5 million line that matures                       when available
        December 31, 2006, interest based on a traunch                                     ($25,620,999 as
                                                                                           of 4/29/05)

        Bank of America Credit Agreement dated March 31, 2005                                  7,200,000
        - $7.2 million line that matures on May 31, 2005, interest fixed
        at time of draw based on LIBOR rate

        Total Short-Term Debt                                                                  _________

      Long-Term Debt:

        Senior Notes:

           1.  Issued November 15, 1997, with annual principal payments
                of $5.0 million beginning November 15, 2001, plus interest
                at 6.87% paid quarterly, on February 15, May 15,
                August 15 and November 15                                                     15,000,000

           2.  Issued April 1, 1998, with annual principal payments of $4.3
                million, beginning April 1, 2002, plus interest at 6.91%, paid
                quarterly, on January 1, April 1, July 1 and October 1                        12,857,143

           Total Senior Notes                                                                 27,857,143

        Prudential Term Notes:

           1.  Issued February 25, 2004, with annual principal payments of $2.1
                million, beginning February 25, 2008, plus interest at 8.75%, paid
                quarterly, on February 25, May 25, August 25 and November 25                  15,000,000

           2.  Issued June 21, 2004, with annual principal payments of
                $1.5 million, beginning June 21, 2008, plus interest at 8.47%,
                paid quarterly, on 3/21, 6/21, 9/21, and 12/21                                10,500,000

           3.  Issued October 26, 2004, with annual principal payments of
                $1.5 million, beginning October 26, 2008, plus interest at
                7.36% paid quarterly, on 1/26, 4/26, 7/26 and 10/26                           10,000,000

<PAGE>

           4.  Issued January 24, 2005, with annual principal payments of
                $0.643 million, beginning January 24, 2009, plus interest at
                7.32% paid quarterly, on 10/26, 1/26, 4/26 and 7/26                            4,500,000

           Total Prudential Notes                                                             40,000,000

        Total Long-Term Debt                                                                  67,857,143
</TABLE>

Capital Leases:

                                                                        Balance
     Lessor                                                            3/31/2005
     Pull Bank & Trust Co. and Heritage Bank (First American)         133,622.12
     Citicorp Dealer Finance                                           22,605.70
     Tennant Capital Corp.                                              6,946.27
     Yale Financial Services                                           47,817.36

<PAGE>

                                                                  SCHEDULE 10.02

                         ADMINISTRATIVE AGENT'S OFFICE,
                          CERTAIN ADDRESSES FOR NOTICES

BORROWER:

Northwest Pipe Company
200 S.W. Market Street, Suite 1800
Portland, OR 97201
Attention: John Murakami
           Telephone: (503)382-2341
           Telecopier: (503)978-2561
           Electronic Mail: jmurakami@nwpipe.com

ADMINISTRATIVE AGENT:

Administrative Agent's Office
(for payments and Requests for Credit Extensions):
Bank of America, N.A.
Credit Services
Mail Code:  CA4-702-02-25
2001 Clayton Road, Floor 2
Concord, CA 94520
Attention: Lorrie McLain
           Telephone: (925)675-8365
           Telecopier: (888)969-2432
           Electronic Mail: lorrie.mclain@bankofamerica.com

           Bank of America, Dallas TX
           ABA# 111000012
           Account Name: Corporate FTA
           Account No.: 3750836479
           Attention: Lorrie McLain
           Ref.: Northwest Pipe Company

Other Notices as Administrative Agent:
Bank of America, N.A.
Agency Management
Mail Code:  WA1-50-37-20
800 Fifth Avenue, Floor 37
Seattle, WA 98104
Attention: Brenda H. Little
           Telephone: (206)358-0048
           Telecopier: (206)358-0971
           Electronic Mail: brenda.h.little@bankofamerica.com

<PAGE>

LENDER:

Bank of America, N.A.
121 S.W. Morrison St., Suite 1700
Portland, OR 97204
Attention: Daryl K. Hogge, Senior Vice President
           Telephone: (503)279-2530
           Telecopier: (503)275-1274
           Electronic Mail: daryl.k.hogge@bankofamerica.com

L/C ISSUER:
Standby Letters of Credit:

[Bank of America, N.A.
Trade Operations-Los Angeles #22621
333 S. Beaudry Avenue, 19th Floor
Mail Code:  CA9-703-19-23
Los Angeles, CA 90017-1466
Attention: Tai Anh Lu
           Officer
           Telephone: 213.345.0145
           Telecopier: 213.345.6684
           Electronic Mail: tai_anh.lu@bankofamerica.com]

Commercial Letters of Credit

Bank of America, N.A.
Trade Operations-Los Angeles
333 S. Beaudry Avenue, 19th Floor
Mail Code:  CA9-703-19-15
Los Angeles, CA 90017-1466
Attention: Frantz Bellevue
           Vice President
           Telephone: 213.345.6616
           Telecopier: 213.345.9665
           Electronic Mail: frantz.bellevue@bankofamerica.com

<PAGE>

                                                                       EXHIBIT A

                          FORM OF COMMITTED LOAN NOTICE
                  AND NOTICE OF PREPAYMENT OF COMMITTED LOAN(S)

                                                        Date: ___________, _____

To: Bank of America, N.A., as Agent

Ladies and Gentlemen:

      Reference is made to that certain Credit Agreement, dated as of
[___________, _____] (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined), among
[____________________________, a __________________] (the "Borrower"), the
Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, and L/C Issuer.

      The undersigned hereby requests (select one):

      A Borrowing of Committed Loans

      A conversion or continuation of Committed Loans

      1.    On _________________________ (a Business Day).

      2.    In the amount of $ _______________.

      3.    Comprised of ________________________________________
                            [Type of Committed Loan requested]

      4.    For Eurodollar Rate Loans: with an Interest Period of
            _______________ months.

      The Committed Borrowing, if any, requested herein complies with the
provisos to the first sentence of Section 2.01 of the Agreement.

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

      A prepayment of Committed Loan(s)

      1.    On _________________________ (a Business Day).

      2.    In the amount of $ _______________.

      3.    Comprised of _______________________________________________________
                               [Type of Committed Loan(s) to be prepaid]

                                                     [BORROWER]


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

                                                     Title:
                                                            --------------------


                                       A-1
                          Form of Committed Loan Notice
                  and Notice of Prepayment of Committed Loan(s)
<PAGE>

                                                                       EXHIBIT B

                     This exhibit intentionally left blank.

                                      B-1
<PAGE>

                                                                       EXHIBIT C

                                  FORM OF NOTE

$ ____________________                                   _______________________

      FOR VALUE RECEIVED, the undersigned ("Borrower"), hereby promises to pay
to _____________________ or registered assigns ("Lender"), in accordance with
the provisions of the Agreement (as hereinafter defined), the principal amount
of each Loan from time to time made by the Lender to Borrower under that certain
Credit Agreement, dated as of [_________, _____] (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the
"Agreement;" the terms defined therein being used herein as therein defined),
among Borrower, the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent, L/C Issuer.

      Borrower promises to pay interest on the unpaid principal amount of each
Loan from the date of such Loan until such principal amount is paid in full, at
such interest rates and at such times as provided in the Agreement. All payments
of principal and interest shall be made to Agent for the account of the Lender
in Dollars in immediately available funds at the Administrative Agent's Office.
If any amount is not paid in full when due hereunder, such unpaid amount shall
bear interest, to be paid upon demand, from the due date thereof until the date
of actual payment (and before as well as after judgment) computed at the per
annum rate set forth in the Agreement.

      This Note is one of the Notes referred to in the Agreement, is entitled to
the benefits thereof and may be prepaid in whole or in part subject to the terms
and conditions provided therein. This Note is also entitled to the benefits of
the Guaranty, if any, and is secured by the Collateral. Upon the occurrence and
continuation of one or more of the Events of Default specified in the Agreement,
all amounts then remaining unpaid on this Note shall become, or may be declared
to be, immediately due and payable all as provided in the Agreement. Loans made
by the Lender shall be evidenced by one or more loan accounts or records
maintained by the Lender in the ordinary course of business. The Lender may also
attach schedules to this Note and endorse thereon the date, amount and maturity
of its Loans and payments with respect thereto.

      Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
non-payment of this Note.

      THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF OREGON.

                                                     [BORROWER]


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

                                                     Title:
                                                            --------------------


                                       C-1
                                  Form of Note
<PAGE>

                     LOANS AND PAYMENTS WITH RESPECT THERETO

<TABLE>
<CAPTION>
                                                                          Amount of       Outstanding
                                                                        Principal or       Principal
                     Type of Loan    Amount of Loan       End of        Interest Paid    Balance This     Notation Made
       Date              Made             Made        Interest Period     This Date          Date              By
-----------------------------------------------------------------------------------------------------------------------
<S>                  <C>              <C>              <C>              <C>              <C>              <C>
  _____________      _____________    _____________    _____________    _____________    _____________    _____________
  _____________      _____________    _____________    _____________    _____________    _____________    _____________
  _____________      _____________    _____________    _____________    _____________    _____________    _____________
  _____________      _____________    _____________    _____________    _____________    _____________    _____________
  _____________      _____________    _____________    _____________    _____________    _____________    _____________
  _____________      _____________    _____________    _____________    _____________    _____________    _____________
  _____________      _____________    _____________    _____________    _____________    _____________    _____________
  _____________      _____________    _____________    _____________    _____________    _____________    _____________
  _____________      _____________    _____________    _____________    _____________    _____________    _____________
  _____________      _____________    _____________    _____________    _____________    _____________    _____________
  _____________      _____________    _____________    _____________    _____________    _____________    _____________
  _____________      _____________    _____________    _____________    _____________    _____________    _____________
  _____________      _____________    _____________    _____________    _____________    _____________    _____________
  _____________      _____________    _____________    _____________    _____________    _____________    _____________
  _____________      _____________    _____________    _____________    _____________    _____________    _____________
</TABLE>


                                       C-2
                                  Form of Note
<PAGE>

                                                                       EXHIBIT D

                         FORM OF COMPLIANCE CERTIFICATE

                                Financial Statement Date: _______________, _____

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

      Reference is made to that certain Credit Agreement, dated as of
[___________, _____] (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined), among
[____________________________, a __________________] ("Borrower"), the Lenders
from time to time party thereto, and Bank of America, N.A., as Administrative
Agent, and L/C Issuer.

      The undersigned Responsible Officer hereby certifies as of the date hereof
that he/she is the ____________________ of Borrower, and that, as such, he/she
is authorized to execute and deliver this Certificate to Agent on the behalf of
Borrower, and that:

      [Use following paragraph 1 for fiscal year-end financial statements]

      1. Attached hereto as Schedule 1 are the year-end audited financial
statements required by Section 6.01(a) of the Agreement for the fiscal year of
Borrower ended as of the above date, together with the report and opinion of an
independent certified public accountant required by such section.

     [Use following paragraph 1 for fiscal quarter-end financial statements]

      1. Attached hereto as Schedule 1 are the unaudited financial statements
required by Section 6.01(b) of the Agreement for the fiscal quarter of Borrower
ended as of the above date. Such financial statements fairly present the
financial condition, results of operations and cash flows of Borrower and its
Subsidiaries in accordance with GAAP as at such date and for such period,
subject only to normal year-end audit adjustments and the absence of footnotes.

      2. The undersigned has reviewed and is familiar with the terms of the
Agreement and has made, or has caused to be made under his/her supervision, a
detailed review of the transactions and condition (financial or otherwise) of
Borrower during the accounting period covered by the attached financial
statements.

      3. A review of the activities of Borrower during such fiscal period has
been made under the supervision of the undersigned with a view to determining
whether during such fiscal period Borrower performed and observed all its
Obligations under the Loan Documents, and

                                  [select one:]

      [to the best knowledge of the undersigned during such fiscal period,
Borrower performed and observed each covenant and condition of the Loan
Documents applicable to it, and no Default has occurred and is continuing.]

                                     --or--

      [the following covenants or conditions have not been performed or observed
and the following is a list of each such Default and its nature and status:]

      4. The representations and warranties of Borrower contained in Article V
of the Agreement, and/or any representations and warranties of Borrower or any
other Loan Party that are contained in any document furnished at any time under
or in connection with the Loan Documents, are true and correct on and as of the
date hereof, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct
as of such earlier date, and except that for purposes of this Compliance
Certificate, the representations and warranties contained in subsection (a) of
Section 5.05 of the Agreement shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of Section
6.01 of the Agreement, including the statements in connection with which this
Compliance Certificate is delivered.


                                       D-1
                         Form of Compliance Certificate
<PAGE>

      5. The financial covenant analyses and information set forth on Schedule 2
attached hereto are true and accurate on and as of the date of this Certificate.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
____________________, ________.

                                                     [BORROWER]


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

                                                     Title:
                                                            --------------------


                                       D-2
                         Form of Compliance Certificate
<PAGE>

                For the Quarter/Year ended ___________________("Statement Date")

                                   SCHEDULE 2
                          to the Compliance Certificate
                                  ($ in 000's)

<TABLE>
<S>                                                                           <C>
I. Section 6.12(a) -Consolidated Fixed Charge Coverage Ratio.

      A. Consolidated EBITDAR

         1. consolidated net income:                                          $_______________

         2. less income from extraordinary gains included in consolidated
            net income:                                                       $_______________

         3. plus consolidated income taxes:                                   $_______________

         4. plus consolidated interest expense:                               $_______________

         5. plus consolidated depreciation, depletion and amortization:       $_______________

         6. plus consolidated non-cash expenses resulting from a change in
            accounting principles relating to stock options:                  $_______________

         7. plus EBITDA (positive or negative) from acquisitions pursuant to
            the Agreement:                                                    $_______________

         8. plus consolidated lease and rent expense from the most recently
            completed quarter, multiplied by four:                            $_______________

         9. Consolidated EBITDAR (total of lines 1-8):                        $_______________

      B. Consolidated Fixed Charges

         1. consolidated interest expense for the four fiscal  quarters
            immediately preceding the date of determination:                  $_______________

         2. plus consolidated lease and other rent expense for the most
            recently completed quarter multiplied by four:                    $_______________

3. plus the consolidated current maturities of long-term debt:                $_______________

         4. plus the consolidated current maturities of capital leases:       $_______________

         5. Consolidated Fixed Charges (total of lines 1-4):                  $_______________

      C. Ratio (Line I.A.9 divided by Line I.B.5):                            _________ to 1.0

      Minimum Required:                                                       _________ to 1.0

II.   Section 6.12(b) -Consolidated Total Debt to Consolidated EBITDA Ratio.

      A. Consolidated Total Debt

         1. as defined before deduction:                                      $_______________

         2. less the amount of cash held by Borrower on deposit
            with Agent:                                                       ($_____________)

         3. Consolidated Total Debt (total of lines 1 - 2):                   $_______________
</TABLE>


                                       D-3
                         Form of Compliance Certificate
<PAGE>

<TABLE>
<S>                                                                           <C>
      B. Consolidated EBITDA

         1. consolidated net income:                                          $_______________

         2. less income from extraordinary items included in consolidated
            net income:                                                       $_______________

         3. plus consolidated income taxes:                                   $_______________

         4. plus consolidated interest expense:                               $_______________

         5. plus consolidated depreciation, depletion and amortization:       $_______________

         6. plus consolidated non-cash expenses resulting from a change in
            accounting principles relating to stock options:                  $_______________

         7. plus EBITDA (negative or positive) from acquisitions pursuant to
            the Agreement:                                                    $_______________

         8. Total Consolidated EBITDA (total of lines 1-7):                   $_______________

      C. Ratio (Line II.A.3 divided by Line II.B.8):                          _________ to 1.0

      Maximum Permitted:                                                      __3.25___ to 1.0

III.  Section 6.12(c) -Consolidated Tangible Net Worth.

      A. Consolidated Tangible Net Worth at Statement Date:

         1. Total Tangible Assets for Borrower and its Subsidiaries:          $_______________

         2. Total Liabilities for Borrower and its Subsidiaries:              $_______________

         3. Tangible Net Worth (Line III.A.1 less Line III.A.2):              $_______________

      B. Minimum Required Consolidated Tangible Net Worth:                    $_______________

         1. $101,000,000:                                                     $101,000,000.00

         2. plus the sum of 50% of net income after income taxes
            (without subtracting losses) earned in each quarterly
            accounting period ended after September 30, 2003:                 $_______________

         3. plus the net proceeds from any equity securities issued after
            the Closing Date:                                                 $_______________

         4. Minimum Required Consolidated Tangible Net Worth
            (III.B.1 plus III.B.2 plus III.B.3):                              $_______________

      C. Excess (deficiency) for covenant compliance (Line III.A.3 less
         III.B.4):                                                            $_______________
</TABLE>


                                       D-4
                         Form of Compliance Certificate
<PAGE>

<TABLE>
<S>                                                                           <C>
IV.   Section 6.12(d) -Asset Coverage Ratio.

      A. Eligible Assets

         1. 85% of Eligible Accounts Receivable:                              $_______________

         2. plus 60% of Eligible Inventory:                                   $_______________

         3. plus 30% of Eligible Property, Plant and Equipment:               $_______________

         4. Total Eligible Assets:                                            $_______________

      B. Consolidated Total Debt:                                             $_______________

         1. as defined before deduction:                                      $_______________

         2. less the amount of cash held by Borrower on deposit
            with Agent:                                                       $_______________

         3. Consolidated Total Debt (total of lines 1-2):                     $_______________

      C. Ratio (Line IV.A.4 / Line IV.B.3):                                   _________ to 1.0

      Minimum Required:                                                       1.0 to 1.0
</TABLE>


                                       D-5
                         Form of Compliance Certificate
<PAGE>

                                                                       EXHIBIT E

                                      FORM
                                       OF
                            ASSIGNMENT AND ASSUMPTION

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

      For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
Agent as contemplated below (i) all of the Assignor's rights and obligations as
a Lender under the Credit Agreement and any other documents or instruments
delivered pursuant thereto to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of
the Assignor under the respective facilities identified below (including,
without limitation, the Letters of Credit included in such facilities) and (ii)
to the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of the Assignor (in its capacity as a
Lender) against any Person, whether known or unknown, arising under or in
connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any
way based on or related to any of the foregoing, including, but not limited to,
contract claims, tort claims, malpractice claims, statutory claims and all other
claims at law or in equity related to the rights and obligations sold and
assigned pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as, the "Assigned Interest"). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.

1. Assignor: ______________________________

2. Assignee: ______________________________ [and is an Affiliate of [identify
Lender]]

3. Borrower(s): ____________________________

4. Administrative Agent: Bank of America, N. A., as the administrative agent
under the Credit Agreement

5. Credit Agreement: [Credit Agreement, dated as of ________, among
________________, the Lenders from time to time party thereto, Bank of America,
N.A., as Administrative Agent[, L/C Issuer]

6. Assigned Interest:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                               Aggregate
                               Amount of                Amount of             Percentage
                            Commitment/Loans        Commitment/Loans         Assigned of
   Facility Assigned        for all Lenders*            Assigned*          Commitment/Loans           CUSIP No.
------------------------------------------------------------------------------------------------------------------
<S>                         <C>                     <C>                    <C>                     <C>
    _______________         $_______________        $_______________       _______________%        _______________
------------------------------------------------------------------------------------------------------------------
    _______________         $_______________        $_______________       _______________%        _______________
------------------------------------------------------------------------------------------------------------------
    _______________         $_______________        $_______________       _______________%        _______________
------------------------------------------------------------------------------------------------------------------
</TABLE>

[7. Trade Date: __________________]

Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]


                                       E-1
                        Form of Assignment and Assumption
<PAGE>

The terms set forth in this Assignment and Assumption are hereby agreed to:

                                            ASSIGNOR

                                            [NAME OF ASSIGNOR]

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


                                            ASSIGNEE

                                            [NAME OF ASSIGNEE]

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

[Consented to and] Accepted:

Bank of America, N. A., as
    Administrative Agent

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

[Consented to:]

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


                                       E-2
                        Form of Assignment and Assumption
<PAGE>

                                            ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

                        STANDARD TERMS AND CONDITIONS FOR

                            ASSIGNMENT AND ASSUMPTION

      1. Representations and Warranties.

      1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any collateral thereunder, (iii) the financial condition of
Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by Borrower,
any of its Subsidiaries or Affiliates or any other Person of any of their
respective obligations under any Loan Document.

      1.2. Assignee. The Assignee (a) represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
the Assigned Interest, shall have the obligations of a Lender thereunder, and
(iv) it has received a copy of the Credit Agreement, together with copies of the
most recent financial statements delivered pursuant to Section [__] thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on Agent or any other Lender; and (b) agrees that (i) it will, independently and
without reliance on Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.

      2. Payments. From and after the Effective Date, Agent shall make all
payments in respect of the Assigned Interest (including payments of principal,
interest, fees and other amounts) to the Assignor for amounts which have accrued
to but excluding the Effective Date and to the Assignee for amounts which have
accrued from and after the Effective Date.

      3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption
by telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of
____________________ [confirm that choice of law provision parallels the Credit
Agreement].


                                       E-3
                        Form of Assignment and Assumption
<PAGE>

                                                                       EXHIBIT F

                                FORM OF GUARANTY

                                    GUARANTY

      This Guaranty ("Guaranty"), dated as of _______,____ is made by
___________, a ___________ ("Guarantor"), in favor of BANK OF AMERICA, N.A., a
national bank association, as agent for its benefit and the ratable benefit of
the Lenders (as defined below) and its successors as agent for the Lenders (in
such capacity, and together with its successors as agent for the Lenders, the
"Agent").

                               Factual Background

      Guarantor is executing this Guaranty to induce Lenders to loan funds to
Northwest Pipe Company, an Oregon corporation ("Borrower") pursuant to the
Credit Agreement dated as of May 20, 2005 by and among the Borrower, the several
financial institutions from time to time party thereto (collectively, the
"Lenders"), and the Agent, as agent for the Lenders (as amended, restated,
modified, renewed, supplemented or extended from time to time, the "Credit
Agreement").

      Guarantor is a wholly-owned subsidiary of Borrower. Guarantor will receive
benefit from the loans made by the Lenders.

      1. Definitions. Capitalized terms in this Guaranty not defined herein
shall have the meanings given in the Credit Agreement.

      2. Guaranty of Borrower's Obligation to Repay Loans. Guarantor
unconditionally guarantees to Lenders the full payment of Borrower's Loan
Obligations as defined below. This is a guaranty of payment, not of collection.
If Borrower defaults in the payment when due of the Loan Obligations or any part
thereof, Guarantor shall in lawful money of the United States pay to Lenders or
order, on demand, all sums due and owing on the Loan Obligations, including all
interest, charges, fees and other sums, costs and expenses.

            Notwithstanding anything to the contrary stated in this Guaranty,
the liability of the Guarantor hereunder shall not exceed at any one time the
Maximum Guaranteed Amount. "Maximum Guaranteed Amount" shall mean the largest
amount during the period commencing with the Guarantor's execution of this
Guaranty and thereafter that would not render the Guarantor's obligations
hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title
11, United States Code) or any comparable provisions of any applicable state
law.

      3. Loan Obligations. In this Guaranty, the term "Loan Obligations" is
broadly defined to mean all Obligations of the Borrower under or in connection
with the Credit Agreement and each other Loan Document to which the Borrower is
or may become a party, whether for principal, interest, costs, fees, expenses,
indemnities or otherwise and all obligations of the Borrower existing under this
Guaranty and each other Loan Document to which it is or may become a party, in
each case whether now existing or hereafter arising, and whether due or to
become due, absolute or contingent, liquidated or unliquidated, determined or
undetermined, and any liability of the Borrower under any Swap Contract with any
Lender, and as the same may from time to time be modified, amended, extended or
renewed.

      4. Rights of Agent. Guarantor authorizes Lenders and Agent on behalf of
Lenders, to perform any or all of the following acts at any time in their sole
discretion, all without notice to Guarantor and without affecting Guarantor's
obligations under this Guaranty:

            (a) Lenders and Borrower may alter any terms of the Credit Agreement
and any Loan Documents.

            (b) Lenders may release Borrower of its liability for the Loan
Obligations, or any part of them.


                                      F-1
                                Form of Guaranty
<PAGE>

            (c) Lenders may extend other credit to Borrower, and may take and
hold security for the credit so extended.

      5. Guaranty to be Absolute. Guarantor expressly agrees that until the Loan
Obligations are paid and performed in full and each and every term, covenant and
condition of this Guaranty is fully performed, Guarantor shall not be released
by or because of:

            (a) Any act or event that might otherwise discharge, reduce, limit
or modify Guarantor's obligations under this Guaranty;

            (b) Any waiver, extension, modification, forbearance, delay or other
act or omission of any Lender or Agent, or their failure to proceed promptly or
otherwise as against Borrower, Guarantor or any security;

            (c) Any action, omission or circumstance which might increase the
likelihood that Guarantor may be called upon to perform under this Guaranty or
which might affect the rights or remedies of Guarantor as against Borrower; or

            (d) Any dealings occurring at any time between Borrower and Lenders
or Agent, whether relating to the Loans or otherwise.

            Guarantor hereby expressly waives and surrenders any defense to its
liability under this Guaranty based upon any of the foregoing acts, omissions,
agreements, waivers or matters. It is the purpose and intent of this Guaranty
that the obligations of Guarantor under it shall be absolute and unconditional
under any and all circumstances.

      6. Guarantor's Waivers. Guarantor waives:

            (a) All statutes of limitations as a defense to any action or
proceeding brought against Guarantor by Agent or Lenders, to the fullest extent
permitted by law;

            (b) Any right it may have to require Agent or Lenders to proceed
against Borrower, proceed against or exhaust any security held from Borrower or
another guarantor, or pursue any other remedy in Lenders' or Agent's power to
pursue;

            (c) Any defense based on any claim that Guarantor's obligations
exceed or are more burdensome than those of Borrower;

            (d) Any defense based on: (i) any release, discharge, modification,
impairment or limitation of the liability of Borrower to Lenders or Agent from
any cause, whether consented to by Lenders or Agent or arising by operation of
law or from any bankruptcy or other voluntary or involuntary proceeding, in or
out of court, for the adjustment of debtor-creditor relationships ("Insolvency
Proceeding") and (ii) any rejection or disaffirmance of the Loan Obligations, or
any part of them, or any security held for them, in any such Insolvency
Proceeding;

            (e) Any defense based on any action taken or omitted by Lenders or
Agent in any Insolvency Proceeding involving Borrower, including any election to
have Lenders' or Agent's claims allowed as being secured, partially secured or
unsecured, any extension of credit by Lenders to Borrower in any Insolvency
Proceeding, and the taking and holding by Lenders of any security for any such
extension of credit;

            (f) All presentments, demands for performance, notices of
nonperformance, protests, notices of protest, notices of dishonor, notices of
acceptance of this Guaranty and of the existence, creation, or incurring of new
or additional indebtedness, and demands and notices of every kind except for any
demand by Agent or Lenders to Guarantor expressly provided for in Section 2; and

            (g) Any defense based on or arising out of any defense that Borrower
may have to the payment or performance of the Loan Obligations or any part of
them.


                                      F-2
                                Form of Guaranty
<PAGE>

      7. Waivers of Subrogation and Other Rights. Until the Loan Obligations
have been paid in full and any commitments of Agent or facilities provided by
Agent with respect to the Loan Obligations have been terminated: (a) Guarantor
waives any right of subrogation, reimbursement, indemnification and contribution
(contractual, statutory or otherwise) including, without limitation, any claim
or right of subrogation under the Bankruptcy Code (Title 11, United States Code)
or any successor statute, arising from the existence or performance of this
Guaranty; (b) Guarantor waives any right to enforce any remedy which Agent now
has or may hereafter have against Borrower; and (c) waives any benefit of, and
any right to participate in, any security now or hereafter held by Agent.

      8. Revival and Reinstatement. Guarantor agrees that, to the extent that
Borrower makes a payment or payments to Agent on the Loan Obligations, or Agent
receives any proceeds of Collateral to be applied to the Loan Obligations, which
payment or payments or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside or otherwise are required to be
repaid to Borrower, its estate, trustee, receiver or any other party, including,
without limitation, because of any Insolvency Proceeding of Borrower or under
any Bankruptcy law, state or federal law, common law or equitable cause, then to
the extent of such repayment, the obligation or part thereof which has been
paid, reduced or satisfied by such amount shall be reinstated and continued in
full force and effect as of the date such initial payment, reduction or
satisfaction occurred, notwithstanding any contrary action which may have been
taken by Agent in reliance upon such payment or payments. As of the date any
payment or proceeds of Collateral are returned, the statute of limitations shall
start anew with respect to any action or proceeding by Agent against Guarantor
under this Guaranty. Guarantor shall defend and indemnify Agent from any claim
or loss under this paragraph including actual Attorney Costs and paralegals'
fees and expenses in the defense of any such action or suit and any appeal
therefrom.

      9. Information Regarding Borrower. Before signing this Guaranty, Guarantor
investigated the financial condition and business operations of Borrower and
such other matters as Guarantor deemed appropriate to assure itself of
Borrower's ability to discharge its obligations under the Loan Documents.
Guarantor assumes full responsibility for that due diligence, as well as for
keeping informed of all matters that may affect Borrower's ability to pay and
perform its obligations to Agent. Agent has no duty to disclose to Guarantor any
information which Agent or Lenders may have or receive about Borrower's
financial condition, business operations, or any other circumstances bearing on
its ability to perform.

      10. Subordination. Any of Guarantor's rights, whether now existing or
later arising, to receive payment on account of any indebtedness (including
interest) owed to it by Borrower, or to withdraw capital invested by it in
Borrower, if any, or to receive distributions from Borrower, shall at all times
be subordinate as to lien and time of payment and in all other respects to the
full and prior repayment to Lenders of the Loan Obligations. After a default by
Borrower under the Loan Documents, Guarantor shall not be entitled to enforce or
receive payment of any sums hereby subordinated until the Loan Obligations have
been paid and performed in full and any such sums received in violation of this
Guaranty shall be received by Guarantor in trust for Agent and Lenders.

      11. Guarantor's Representations and Warranties. Guarantor represents and
warrants that:

            (a) All financial statements and other financial information
furnished or to be furnished to Agent are or will be true and correct and do or
will fairly represent the financial condition of Guarantor (including all
contingent liabilities);

            (b) All financial statements were or will be prepared in accordance
with generally accepted accounting principles, or such other accounting
principles as may be acceptable to Agent at the time of their preparation,
consistently applied; and

            (c) There has been no material adverse change in Guarantor's
financial condition since the dates of the statements most recently furnished to
Agent.

      12. Events of Default. Agent may declare Guarantor to be in default under
this Guaranty upon the occurrence of any of the following events ("Events of
Default"):

            (a) Guarantor fails to perform any of its obligations under this
Guaranty; or

            (b) Guarantor revokes this Guaranty or this Guaranty becomes
ineffective for any reason; or


                                      F-3
                                Form of Guaranty
<PAGE>

            (c) Any representation or warranty made or given by Guarantor to
Agent or Lenders proves to be false or misleading in any material respect; or

            (d) Guarantor becomes insolvent or the subject of any Insolvency
Proceeding; or

            (e) Borrower or Guarantor dissolves or liquidates.

      13. Arbitration. All controversies or claims that arise out of or relate
to this Guaranty between or among Guarantor, Agent and Lenders, whether arising
in contract, tort or by statute shall be resolved pursuant to and in accordance
with Section 10.13 of the Credit Agreement.

      14. Authorization; No Violation. Guarantors are authorized to execute,
deliver and perform under this Guaranty, which is a valid and binding obligation
of Guarantors. No provision or obligation of Guarantors contained in this
Guaranty violates any applicable law, regulation or ordinance, or any order or
ruling of any court or governmental agency. No such provision or obligation
conflicts with, or constitutes a breach or default under, any agreement to which
any Guarantor is a party.

      15. Additional and Independent Obligations. Guarantor's obligations under
this Guaranty are in addition to its obligations under any other existing or
future guaranties, each of which shall remain in full force and effect until it
is expressly modified or released in a writing signed by Agent. Guarantor's
obligations under this Guaranty are independent of those of Borrower under the
Credit Agreement. Agent may bring a separate action, or commence a separate
arbitration proceeding against Guarantor without first proceeding against
Borrower, any other person or any security that Agent or Lenders may hold, and
without pursuing any other remedy. Agent and Lender's rights under this Guaranty
shall not be exhausted by any action by Agent until the Loan Obligations have
been paid and performed in full.

      16. No Waiver; Consents; Cumulative Remedies. Each waiver by Agent to any
Lender must be in writing, and no waiver shall be construed as a continuing
waiver. No waiver shall be implied from Agent or any Lender's delay in
exercising or failure to exercise any right or remedy against Borrower,
Guarantor or any security. Consent by Agent to any act or omission by Borrower
or Guarantor shall not be construed as a consent to any other or subsequent act
or omission, or as a waiver of the requirement for Agent's consent to be
obtained in any future or other instance. All remedies of Agent and Lenders
against Borrower and Guarantor are cumulative.

      17. No Release. Guarantor shall not be released from its obligations under
this Guaranty except by a writing signed by Agent.

      18. Heirs, Successors and Assigns. The terms of this Guaranty shall bind
and benefit the heirs, legal representatives, successors and assigns of Agent,
Lenders and Guarantor; provided, however, that Guarantor may not assign this
Guaranty, or assign or delegate any of its rights or obligations under this
Guaranty, without the prior written consent of Agent in each instance.

      19. Notices. All notices given under this Guaranty must be in writing or
(unless otherwise specified) by facsimile and shall be mailed (with first class
postage pre-paid) or sent or delivered to each party at the address or facsimile
number set forth under its name on the signature page hereof, or at such other
address as shall be designated by such party in a written notice to each other
party. Except as otherwise specified, all notices sent by mail, if duly given,
shall be effective three Business Days after deposit into the mail, all notices
sent by a nationally recognized overnight courier service, if duly given, shall
be effective one Business Day after delivery to such courier service and all
other notices, if duly given or made, shall be effective upon receipt.

      20. Rules of Construction. In this Guaranty, the word "Borrower" includes
both the named Borrower and any other person who at any time assumes or
otherwise becomes primarily liable for all or any part of the obligations of the
named Borrower under the Credit Agreement. The word "person" includes any
individual, company, trust or other legal entity of any kind. The word
"include(s)" means "include(s), without limitation," and the word "including"
means "including, but not limited to." When the context and construction so
require, all words used in the singular shall be deemed to have been used in the
plural and vice versa. No listing of specific instances, items or matters in any
way limits the scope or generality of any language of this Guaranty. All
headings appearing in this Guaranty are for convenience only and shall be
disregarded in construing this Guaranty.


                                      F-4
                                Form of Guaranty
<PAGE>

      21. Governing Law. This Guaranty shall be governed by, and construed in
accordance with, the laws of the State of Oregon.

      22. Costs and Expenses. If any lawsuit or arbitration is commenced which
arises out of, or which relates to this Guaranty, the Loan Documents or the Loan
Obligations, the prevailing party shall be entitled to recover from each other
party Attorney Costs (including allocated costs for services of in-house
counsel) in the action or proceeding, in addition to costs and expenses
otherwise allowed by law. In all other situations, including any Insolvency
Proceeding, Guarantor agrees to pay all of Agent's and Lenders' costs and
expenses, including Attorney Costs (including allocated costs for services of
Agent's in-house counsel) which may be incurred in any effort to collect or
enforce the Loans or any term of this Guaranty from the time(s) incurred until
paid in full to Lenders. All sums shall bear interest pursuant to Section 2.08
of the Credit Agreement.

      23. Consideration. Guarantor acknowledges that it will benefit from the
Lenders' making the Loans and from the issuance of Letters of Credit because of
Guarantor's relationship to Borrower described in the Factual Background portion
of this Guaranty.

      24. Integration; Modifications. This Guaranty (a) integrates all the terms
and conditions mentioned in or incidental to this Guaranty, (b) supersedes all
oral negotiations and prior writings with respect to its subject matter, and (c)
is intended by Guarantor, Agent and Lenders as the final expression of the
agreement with respect to the terms and conditions set forth in this Guaranty
and as the complete and exclusive statement of the terms agreed to by Guarantor,
Agent and Lenders. No representation, understanding, promise or condition shall
be enforceable against any party unless it is contained in this Guaranty. This
Guaranty may not be modified except in a writing signed by both Agent and
Guarantor.

      25. Miscellaneous. The death or legal incapacity of Guarantor shall not
terminate the obligations of Guarantor under this Guaranty, including its
obligations with regard to future transactions under the Loan Documents. The
liability of all persons who are in any manner obligated under this Guaranty
shall be joint and several. The illegality or unenforceability of one or more
provisions of this Guaranty shall not affect any other provision. Time is of the
essence in the performance of this Guaranty by Guarantor.


      GUARANTOR:                          _____________________________________,
                                          a ___________ corporation


                                          _____________________________________
                                          By:      ____________________
                                          Its:     ____________________


                                      F-5
                                Form of Guaranty