EXHIBIT 10.1

                              AMENDED AND RESTATED

                                CREDIT AGREEMENT

                         Dated as of September 30, 1999


                                      among


                         TRANSPORTATION COMPONENTS, INC.
                               D/B/A TRANSCOM USA

                       THE INSTITUTIONS FROM TIME TO TIME
                            PARTIES HERETO AS LENDERS

                                       and

                                  BANK ONE, NA,
                                    as Agent
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                                TABLE OF CONTENTS
SECTION                                                                   PAGE

ARTICLE I: DEFINITIONS...................................................   1
      1.1   Certain Defined Terms........................................   1
      1.2   References...................................................  22

ARTICLE II: THE LOAN FACILITIES..........................................  22
      2.1   Loans 22
      2.2   Rate Options for all Advances................................  24
      2.3   Optional Payments; Mandatory Prepayments.....................  24
            (A)   Optional Payments......................................  24
            (B)   Mandatory Prepayments..................................  25
      2.4   Reduction of Commitments.....................................  25
      2.5   Method of Borrowing..........................................  25
      2.6   Method of Selecting Types and Interest Periods
            for Advances.................................................  25
      2.7   Minimum Amount of Each Advance...............................  26
      2.8   Method of Selecting Types and Interest Periods
            for Conversion and Continuation of Advances..................  26
            (A)   Right to Convert.......................................  26
            (B)   Automatic Conversion and Continuation..................  26
            (C)   No Conversion Post-Default or Post-Unmatured
                  Default................................................  26
            (D)   Conversion/Continuation Notice.........................  26
      2.9   Default Rate.................................................  26
      2.10  Method of Payment............................................  26
      2.11  Revolving Notes, Telephonic Notices..........................  27
      2.12  Promise to Pay, Interest and Commitment Fees;
            Interest Payment Dates, Interest and Fee Basis;
            Taxes, Loan and Control Accounts.............................  27
            (A)   Promise to Pay.........................................  27
            (B)   Interest Payment Dates.................................  27
            (C)   Commitment Fees........................................  27
            (D)   Interest and Fee Basis; Applicable
                  Eurodollar Margin, Applicable
                  Floating Rate Margin and Applicable
                  Commitment Fee Percentage..............................  28
            (E)   Taxes..................................................  29
            (F)   Loan Account...........................................  32
            (G)   Control Account........................................  32
            (H)   Entries Binding........................................  32
      2.13  Notification of Advances, Interest Rates,
            Prepayments and Aggregate
            Commitment Reductions........................................  32
      2.14  Lending Installations........................................  33
      2.15  Non-Receipt of Funds by the Agent............................  33
      2.16  Termination Date.............................................  33
      2.17  Replacement of Certain Lenders...............................  33

                                       i
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SECTION                                                                   PAGE

ARTICLE III: THE LETTER OF CREDIT FACILITY...............................  34
      3.1   Obligation to Issue..........................................  34
      3.2   Types and Amounts............................................  34
      3.3   Conditions...................................................  35
      3.4   Procedure for Issuance of Letters of Credit..................  35
      3.5   Letter of Credit Participation...............................  36
      3.6   Reimbursement Obligation.....................................  36
      3.7   Letter of Credit Fees........................................  37
      3.8   Issuing Bank Reporting Requirements..........................  37
      3.9   Indemnification; Exoneration.................................  37
      3.10  Cash Collateral..............................................  38

ARTICLE IV: CHANGE IN CIRCUMSTANCES......................................  39
      4.1   Yield Protection.............................................  39
      4.2   Changes in Capital Adequacy Regulations......................  40
      4.3   Availability of Types of Advances............................  40
      4.4   Funding Indemnification......................................  40
      4.5   Lender Statements, Survival of Indemnity.....................  41

ARTICLE V: CONDITIONS PRECEDENT..........................................  41
      5.1   Initial Advances and Letters of Credit.......................  41
      5.2   Each Advance and Letter of Credit............................  43

ARTICLE VI: REPRESENTATIONS AND WARRANTIES...............................  43
      6.1   Organization, Corporate Powers...............................  43
      6.2   Authority....................................................  43
      6.3   No Conflict: Governmental Consents...........................  44
      6.4   Financial Statements.........................................  44
      6.5   No Material Adverse Change...................................  45
      6.6   Taxes........................................................  45
            (A)   Tax Examinations.......................................  45
            (B)   Payment of Taxes.......................................  45
      6.7   Litigation, Loss Contingencies and Violations................  45
      6.8   Subsidiaries.................................................  46
      6.9   ERISA........................................................  46
      6.10  Accuracy of Information......................................  47
      6.11  Securities Activities........................................  47
      6.12  Material Agreements..........................................  47
      6.13  Compliance with Laws.........................................  47
      6.14  Assets and Properties........................................  48
      6.15  Statutory Indebtedness Restrictions..........................  48
      6.16  Insurance....................................................  48
      6.17  Labor Matters................................................  48
      6.18  Environmental Matters........................................  48
      6.19  Benefits.....................................................  49
      6.20  Year 2000 Issues.............................................  49

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SECTION                                                                   PAGE

ARTICLE VII: COVENANTS...................................................  49
      7.1   Reporting....................................................  49
            (A)   Financial Reporting....................................  49
            (B)   Notice of Default......................................  50
            (C)   Lawsuits...............................................  51
            (D)   ERISA Notices..........................................  51
            (E)   Labor Matters..........................................  52
            (F)   Other Indebtedness.....................................  52
            (G)   Other Reports..........................................  53
            (H)   Environmental Notices..................................  53
            (I)   Year 2000 Information..................................  53
            (J)   Other Information......................................  53
      7.2   Affirmative Covenants........................................  53
            (A)   Corporate Existence, Etc...............................  53
            (B)   Corporate Powers; Conduct Of Business..................  53
            (C)   Compliance with Laws, Etc..............................  54
            (D)   Payment of Taxes and Claims, Tax
                  Consolidation..........................................  54
            (E)   Insurance..............................................  54
            (F)   Inspection of Property; Books and
                  Records; Discussions...................................  54
            (G)   ERISA Compliance.......................................  55
            (H)   Maintenance of Property................................  55
            (I)   Environmental Compliance...............................  55
            (J)   Use of Proceeds........................................  55
            (K)   Addition of Guarantors; Addition of
                  Pledged Capital Stock..................................  55
            (L)   Year 2000 Issues.......................................  56
      7.3   Negative Covenant............................................  56
            (A)   Indebtedness...........................................  56
            (B)   Sales of Assets........................................  58
            (C)   Liens..................................................  59
            (D)   Investments............................................  60
            (E)   Non-Guarantor Subsidiaries or Non-Pledged
                  Subsidiaries...........................................  60
            (F)   Restricted Payments....................................  60
            (G)   Conduct of Business; Subsidiaries;
                  Acquisitions...........................................  61
            (H)   Transactions with Shareholders and
                  Affiliates.............................................  63
            (I)   Restriction on Fundamental Changes.....................  63
            (J)   Sales and Leasebacks...................................  64
            (K)   Margin Regulations.....................................  64
            (L)   ERISA..................................................  64
            (M)   Issuance of Equity Interests...........................  65
            (N)   Corporate Documents....................................  65
            (O)   Fiscal Year............................................  65
            (P)   Subsidiary Covenants...................................  65
            (Q)   Hedging Obligations....................................  65

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SECTION                                                                   PAGE

      7.4   Financial Covenants..........................................  65
            (A)   Fixed Charge Coverage Ratio............................  65
            (B)   Total Debt to EBITDA Ratio.............................  66
            (C)   Minimum Consolidated Net Worth.........................  67
            (D)   Capital Expenditures...................................  67

ARTICLE VIII: DEFAULTS...................................................  67
      8.1   Defaults.....................................................  67

ARTICLE IX: ACCELERATION, DEFAULTING LENDERS, WAIVERS,
            AMENDMENTS AND REMEDIES......................................  70
      9.1   Termination of Commitments; Acceleration.....................  70
      9.2   Defaulting Lender............................................  70
      9.3   Amendments...................................................  72
      9.4   Preservation of Rights.......................................  72

ARTICLE X: GENERAL PROVISIONS............................................  73
      10.1  Survival of Representations..................................  73
      10.2  Governmental Regulation......................................  73
      10.3  Performance of Obligations...................................  73
      10.4  Headings.....................................................  74
      10.5  Entire Agreement.............................................  74
      10.6  Several Obligations; Benefits of this Agreement..............  74
      10.7  Expenses, Indemnification....................................  74
            (A)   Expenses...............................................  74
            (B)   Indemnity..............................................  74
            (C)   Waiver of Certain Claims, Settlement of
                  Claims.................................................  74
            (D)   Survival of Agreements.................................  76
      10.8  Numbers of Documents.........................................  76
      10.9  Accounting...................................................  76
      10.10 Severability of Provisions...................................  76
      10.11 Nonliability of Lenders......................................  76
      10.12 GOVERNING LAW................................................  76
      10.13 CONSENT TO JURISDICTION: SERVICE OF PROCESS;
            JURY TRIAL...................................................  76
            (A)   EXCLUSIVE JURISDICTION.................................  76
            (B)   OTHER JURISDICTIONS....................................  77
            (C)   SERVICE OF PROCESS.....................................  77
            (D)   WAIVER OF JURY TRIAL...................................  77
            (E)   WAIVER OF BOND.........................................  78
            (F)   ADVICE OF COUNSEL......................................  78
      10.14 No Strict Construction.......................................  78
      10.15 Subordination of Intercompany Indebtedness...................  78
      10.16.      Usury Not Intended.....................................  79
      10.17.      Business Loans.........................................  80

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SECTION                                                                   PAGE

ARTICLE XI: THE AGENT....................................................  80
      11.1  Appointment; Nature of Relationship..........................  80
      11.2  Powers.......................................................  80
      11.3  General Immunity.............................................  81
      11.4  No Responsibility for Loans,
            Creditworthiness, Collateral, Recitals, Etc..................  81
      11.5  Action on Instructions of Lenders............................  81
      11.6  Employment of Agents and Counsel.............................  81
      11.7  Reliance on Documents, Counsel...............................  82
      11.8  The Agent's Reimbursement and Indemnification................  82
      11.9  Rights as a Lender...........................................  82
      11.10 Lender Credit Decision.......................................  82
      11.11 Successor Agent..............................................  82
      11.12 Collateral Documents.........................................  83

ARTICLE XII: SETOFF, RATABLE PAYMENTS....................................  84
      12.1  Setoff.......................................................  84
      12.2  Ratable Payments.............................................  84
      12.3  Application of Payments......................................  84
      12.4  Relations Among Lenders......................................  86

ARTICLE XIII: BENEFIT OF AGREEMENT, ASSIGNMENTS;
PARTICIPATIONS...........................................................  86
      13.1  Successors and Assigns.......................................  86
      13.2  Participations...............................................  86
            (A)   Permitted Participants: Effect.........................  86
            (B)   Voting Rights..........................................  87
            (C)   Benefit of Setoff......................................  87
      13.3  Assignments..................................................  87
            (A)   Permitted Assignments..................................  87
            (B)   Effect: Closing Date...................................  88
            (C)   The Register...........................................  88
      13.4  Confidentiality..............................................  88
      13.5  Dissemination of Information.................................  89

ARTICLE XIV: NOTICES.....................................................  89
      14.1  Giving Notice................................................  89
      14.2  Change of Address............................................  89

ARTICLE XV: COUNTERPARTS.................................................  89

ARTICLE XVI: AMENDMENT AND RESTATEMENT...................................  89

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                             EXHIBITS AND SCHEDULES

                                    EXHIBITS

EXHIBIT A      --       Form of Assignment Agreement
                        (Definitions, Sections 2.17 and 13.3)

EXHIBIT B      --       Commitments
                        (Definitions)

EXHIBIT C      --       Form of Revolving Note (Definitions)

EXHIBIT D      --       Form of Swing Line Note
                        (Definitions)

EXHIBIT E      --       Form of Borrowing Notice (Section 2.6)

EXHIBIT F      --       Form of Request for Letter of Credit (Section 3.3)

EXHIBIT G      --       Form of Borrower's Counsel's Opinion (Section 5.1)

EXHIBIT H      --       Form of Officer's Certificate
                        (Sections 5.2 and 7.1(A)(iii))

EXHIBIT I      --       Form of Compliance Certificate
                        (Sections 5.2 and 7.1 (A)(iii))

EXHIBIT J      --       Form of Guaranty Supplement
                        (Section 7.3(G)(ii))

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                                    SCHEDULES

Schedule 1.1.2 --       Initial Shareholders (Definitions)

Schedule 1.1.3 --       Permitted Existing Indebtedness (Definitions)

Schedule 1.1.4 --       Permitted Existing Investments (Definitions)

Schedule 1.1.5 --       Permitted Existing Liens (Definitions)

Schedule 6.8   --       Subsidiaries (Section 6.8)

Schedule 7.3   --       Subordination Terms (Section 7.3(A))

<PAGE>
                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

      This Amended and Restated Credit Agreement dated as of September 30, 1999
is entered into among Transportation Components, Inc., d/b/a TransCom USA, a
Delaware corporation, the institutions from time to time parties hereto as
Lenders, whether by execution of this Agreement or an Assignment Agreement
pursuant to Section 13.3, and Bank One, NA (formerly known as The First National
Bank of Chicago), a national banking association, in its capacity as contractual
representative for itself and the other Lenders.

      WHEREAS, the Borrower, Lenders and Agent are parties to that certain
Credit Agreement, dated as of June 24, 1998 (as amended and supplemented and in
effect on the date hereof, the "EXISTING CREDIT AGREEMENT"), and the other Loan
Documents referred to therein; and

      WHEREAS, the parties hereto now wish to amend and restate the Existing
Credit Agreement in its entirety, it being the intention of the parties hereto
that the Loans and Letters of Credit outstanding under the Existing Credit
Agreement to or for the account of the Borrower on the Closing Date (as
hereinafter defined) shall continue and remain outstanding and not be repaid or
replaced on the Closing Date.

      Accordingly, the parties hereto hereby agree that the Existing Credit
Agreement shall as of the Closing Date be amended and restated in its entirety
as follows:

ARTICLE 1: DEFINITIONS

      1.1 CERTAIN DEFINED TERMS. In addition to the terms defined above, the
following terms used in this Agreement shall have the following meanings,
applicable both to the singular and the plural forms of the terms defined.

      As used in this Agreement:

      "ACQUISITION" means any transaction, or any series of related
transactions, consummated on or after June 24, 1998, by which the Borrower or
any of its Subsidiaries (i) acquires any going business or all or substantially
all of the assets of any firm, corporation or division thereof, whether through
purchase of assets, merger or otherwise or (ii) directly or indirectly acquires
(in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency) or a majority (by percentage of voting power) of the outstanding
equity interests of another Person.

      "ADVANCE" means a borrowing hereunder consisting of the aggregate amount
of the several Revolving Loans made by the Lenders to the Borrower of the same
Type and, in the case of Eurodollar Rate Advances, for the same Interest Period.

      "AFFECTED LENDER" is defined in Section 2.17 hereof.

                                        1
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      "AFFILIATE" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person is the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934) of greater than ten percent (10%) or more of any class of voting
securities (or other voting interests) of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of
Capital Stock, by contract or otherwise.

      "AGENT" means Bank One in its capacity as contractual representative for
itself and the Lenders pursuant to Article XI hereof and any successor Agent
appointed pursuant to Article XI hereof.

      "AGGREGATE COMMITMENT" means the aggregate of the Commitments of all the
Lenders, as amended from time to time pursuant to the terms hereof. The initial
Aggregate Commitment is Seventy-Five Million and 00/100 Dollars
($75,000,000.00).

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

      "AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting
principles in effect from time to time, applied in a manner consistent with that
used in preparing the financial statements referred to in SECTION 6.4(A) hereof,
PROVIDED, HOWEVER, that all pro forma financial statements reflecting
Acquisitions shall be prepared in accordance with the requirements established
by the Commission for acquisition accounting for reporting acquisitions by
public companies (whether or not such Acquisitions are required to be publicly
reported).

      "ALTERNATE BASE RATE" means, for any day, a fluctuating rate of interest
per annum equal to the higher of (i) the Corporate Base Rate for such day and
(ii) the sum of (a) the Federal Funds Effective Rate for such day and (b)
one-half of one percent (0.5%) per annum.

      "APPLICABLE EURODOLLAR MARGIN" means, as at any date of determination, the
rate per annum then applicable to Eurodollar Rate Loans, determined in
accordance with the provisions of SECTION 2.12(D)(II) hereof.

      "APPLICABLE COMMITMENT FEE PERCENTAGE" means, as at any date of
determination, the rate per annum then applicable in the determination of the
amount payable under SECTION 2.12(C)(I) hereof, determined in accordance with
the provisions of SECTION 2.12(D)(II) hereof.

      "APPLICABLE FLOATING RATE MARGIN" means, as at any date of determination,
the rate per annum then applicable to Floating Rate Loans, determined in
accordance with the provisions of SECTION 2.12(D)(II) hereof.

                                        2
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      "APPLICABLE L/C FEE PERCENTAGE" means, with respect to any Letter of
Credit and as at any date of determination, a rate per annum equal to the
Applicable Eurodollar Margin in effect on such date.

      "ARRANGER" means Banc One Capital Markets, Inc. (formerly known as First
Chicago Capital Markets, Inc.), in its capacity as the arranger for the loan
transaction evidenced by this Agreement.

      "ASSET SALE" means, with respect to any Person, the sale, lease,
conveyance, disposition or other transfer by such Person of any of its assets
(including by way of a sale-leaseback transaction and including the sale or
other transfer of any of the Equity Interests of any Subsidiary of such Person).

      "ASSIGNMENT AGREEMENT" shall mean an assignment and acceptance agreement
entered into in connection with an assignment pursuant to SECTION 13.3 hereof in
substantially the form of EXHIBIT A.

      "AUTHORIZED OFFICER" means any of the chief executive officer, president,
chief financial officer, treasurer, assistant treasurer or secretary of the
Borrower, acting singly.

      "BANK ONE" means Bank One, NA, a national banking association formerly
known as The First National Bank of Chicago, in its individual capacity, or its
successors.

      "BENEFIT PLAN" means a defined benefit plan as defined in Section 3(35) of
ERISA (other than a Multiemployer Plan) in respect of which the Borrower or any
other member of the Controlled Group is, or within the immediately preceding six
(6) years was, an "employer" as defined in Section 3(5) of ERISA.

      "BORROWER" means Transportation Components, Inc., d/b/a TransCom USA, a
Delaware corporation, together with its successors and assigns, including a
debtor-in-possession on behalf of the Borrower.

      "BORROWING DATE" means a date on which an Advance or Swing Line Loan is
made hereunder.

      "BORROWING NOTICE" is defined in SECTION 2.6 hereof.

      "BUSINESS DAY" means (i) with respect to any borrowing, payment or rate
selection of Loans bearing interest at the Eurodollar Rate, a day (other than a
Saturday or Sunday) on which banks are open for business in Chicago, Illinois
and on which dealings in Dollars are carried on in the London interbank market
and (ii) for all other purposes a day (other than a Saturday or Sunday) on which
banks are open for business in Chicago, Illinois.

      "CAPITAL EXPENDITURES" means, for any period, the aggregate of all
expenditures (whether paid in cash or accrued as liabilities, including
Capitalized Leases and Permitted Purchase Money Indebtedness) (other than in
connection with Permitted Acquisitions) by the

                                        3
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Borrower and its Subsidiaries during that period that, in conformity with
Agreement Accounting Principles, are required to be included in or reflected by
the property, plant, equipment or similar fixed asset accounts reflected in the
consolidated balance sheet of the Borrower and its Subsidiaries.

      "CAPITAL STOCK" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership, partnership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

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

      "CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be capitalized
on a balance sheet of such Person prepared in accordance with Agreement
Accounting Principles.

      "CASH EQUIVALENTS" means (i) marketable direct obligations issued or
unconditionally guaranteed by the United States government and backed by the
full faith and credit of the United States government; (ii) domestic and
Eurodollar certificates of deposit and time deposits, bankers' acceptances and
floating rate certificates of deposit issued by any commercial bank organized
under the laws of the United States, any state thereof, the District of
Columbia, any foreign bank, or its branches or agencies (fully protected against
currency fluctuations for any such deposits with a term of more than ten (10)
days); (iii) shares of money market, mutual or similar funds having assets in
excess of $100,000,000 and the investments of which are limited to investment
grade securities (i.e., securities rated at least Baa by Moody's Investors
Service, Inc. or at least BBB by Standard & Poor's Ratings Group); (iv)
commercial paper of United States and foreign banks and bank holding companies
and their subsidiaries and United States and foreign finance, commercial
industrial or utility companies which, at the time of acquisition, are rated A-
I (or better) by Standard & Poor's Ratings Group or P-1 (or better) by Moody's
Investors Services, Inc.; (v) corporate bonds, mortgage-backed securities and
municipal bonds in each case of a domestic issuer rated at the date of
acquisition not less than Aaa by Moody's Investor Services, Inc. or AAA by
Standard & Poor's Ratings Group with maturities of no more than two (2) years
from the date of acquisition; (vi) repurchase agreements secured by debt
securities of the type described in part (i) above, the market value of which,
including accrued interest, is not less than 100% of the amount of the
repurchase agreement, with maturities of no more than two years from the date of
acquisition, issued by or acquired from or through any Lender or any bank or
trust company organized under the laws of the United States or any state thereof
and having capital and surplus aggregating at least $100,000,000.00; and (vii)
money market funds with respect to which not less than 90% of such funds are
invested in the type of investments specified in clauses (i) through (v) above,
PROVIDED, unless the context otherwise requires, that the maturities of such
Cash Equivalents shall not exceed 365 days.

                                        4
<PAGE>
      "CHANGE" is defined in SECTION 4.2 hereof.

      "CHANGE OF CONTROL" means an event or series of events by which:

            (i) any "person" or "group" (as such terms are used in Sections
      13(d) and 1A(d) of the Exchange Act), other than the Initial Shareholders,
      is or becomes the "beneficial owner" (as defined in Rules 13 d-3 and 13
      d-5 under the Exchange Act, except that a person shall be deemed to have
      "beneficial ownership" of all securities that such person has the right to
      acquire, whether such right is exercisable immediately or only after the
      passage of time), directly or indirectly, of 30% or more of the combined
      voting power of the Borrower's Capital Stock ordinarily having the right
      to vote at an election of directors;

            (ii) during any period of 24 consecutive calendar months,
      individuals:

            (a)   who were directors of the Borrower on the first day of such
                  period, or

            (b)   whose election or nomination for election to the board of
                  directors of the Borrower was recommended or approved by at
                  least a majority of the directors then still in office who
                  were directors of the Borrower on the first day of such
                  period, or whose election or nomination for election was so
                  approved,

      shall cease to constitute a majority of the board of directors of the
      Borrower;

            (iii) the Borrower consolidates with or merges into another
      corporation or conveys, transfers or leases all or substantially all of
      its property to any Person, or any corporation consolidates with or merges
      into the Borrower, in either event pursuant to a transaction in which the
      outstanding Capital Stock of the Borrower is reclassified or changed into
      or exchanged for cash, securities or other property; or

            (iv) other than as a result of a transaction permitted under the
      terms of this Agreement, the Borrower shall cease to own, of record and
      beneficially, with sole voting and dispositive power, a majority of the
      outstanding shares of Capital Stock of each of the Guarantors or shall
      cease to have the power, directly or indirectly, to elect a majority of
      the members of the board of directors of each of the Guarantors.

      "CLOSING DATE" shall mean September 30, 1999.

      "CODE" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time, or any successor statute.

      "COLLATERAL" means any property owned by the Borrower or any of its
Subsidiaries and pledged or in which a security interest is granted to the Agent
pursuant to the Pledge Agreements and the Security Agreements to secure the
Secured Obligations.

                                        5
<PAGE>
      "COMMISSION" means the Securities and Exchange Commission and any Person
succeeding to the functions thereof.

      "COMMITMENT" means, for each Lender, the obligation of such Lender to make
Revolving Loans and to purchase participations in Letters of Credit not
exceeding the amount set forth on Exhibit B to this Agreement opposite its name
thereon under the heading "Commitment" or on Schedule 1 of the Assignment
Agreement by which it became a Lender or as set forth in the Commitment and
Acceptance pursuant to which it became a Lender, as such amount may be modified
from time to time pursuant to the terms of this Agreement or to give effect to
any applicable Assignment Agreement or Commitment and Acceptance.

      "CONSOLIDATED NET WORTH" means, at a particular date, all amounts which
would be included under shareholders' equity for the Borrower and its
consolidated Subsidiaries determined in accordance with Agreement Accounting
Principles.

      "CONSOLIDATED REVENUES" means, as of any date of calculation, revenues of
the Borrower and its consolidated Subsidiaries for the twelve-month period ended
immediately prior to such calculation date; PROVIDED, the revenues for all
entities which are Subsidiaries as of such calculation date shall be included,
even though some of such revenues were earned prior to such entity becoming a
Subsidiary of the Borrower.

      "CONSOLIDATED TANGIBLE ASSETS" means the total assets of the Borrower and
its Subsidiaries on a consolidated basis, but excluding therefrom all items that
are treated as intangibles under Agreement Accounting Principles.

      "CONTAMINANT" means any waste, pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, asbestos, polychlorinated biphenyls (TCBs"), or any
constituent of any such substance or waste, and includes but is not limited to
these terms as defined in Environmental, Health or Safety Requirements of Law.

      "CONTINGENT OBLIGATION", as applied to any Person, means any Contractual
Obligation, contingent or otherwise, of that Person with respect to any
Indebtedness of another or other obligation or liability of another, including,
without limitation, any such Indebtedness, obligation or liability of another
directly or indirectly guaranteed, endorsed (otherwise than for collection or
deposit in the ordinary course of business), co-made or discounted or sold with
recourse by that Person, or in respect of which that Person is otherwise
directly or indirectly liable, including Contractual Obligations (contingent or
otherwise) arising through any agreement to purchase, repurchase, or otherwise
acquire such Indebtedness, obligation or liability or any security therefor, or
to provide funds for the payment or discharge thereof (whether in the form of
loans, advances, stock purchases, capital contributions or otherwise), or to
maintain solvency, assets, level of income, or other financial condition, or to
make payment other than for value received.

      "CONTRACTUAL OBLIGATION", as applied to any Person, means any provision of
any equity or debt securities issued by that Person or any indenture, mortgage,
deed of trust, security agreement, pledge agreement, guaranty, contract,
undertaking, agreement or instrument, in each

                                        6
<PAGE>
case in writing, to which that Person is a party or by which it or any of its
properties is bound, or to which it or any of its properties is subject.

      "CONTROLLED GROUP" means the group consisting of (i) any corporation which
is a member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as the Borrower; (ii) a partnership or other trade
or business (whether or not incorporated) which is under common control (within
the meaning of Section 414(c) of the Code) with the Borrower; and (iii) a member
of the same affiliated service group (within the meaning of Section 414(m) of
the Code) as the Borrower, any corporation described in clause (i) above or any
partnership or trade or business described in clause (ii) above.

      "CONTROLLED SUBSIDIARY" of any Person means a Subsidiary of such Person
(i) 90% or more of the total Equity Interests or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more wholly-owned Subsidiaries of such Person and (ii)
of which such Person possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies, whether through the ownership
of voting securities, by agreement or otherwise.

      "CONVERSION/CONTINUATION NOTICE" is defined in SECTION 2.8(D) hereof.

      "CORPORATE BASE RATE" means the corporate base rate of interest announced
by Bank One from time to time, changing when and as said corporate base rate
changes.

      "CURE LOAN" is defined in SECTION 9.2(III) hereof.

      "CUSTOMARY PERMITTED LIENS" means:

            (i) Liens with respect to the payment of taxes, assessments or
      governmental charges in all cases which are not yet due or (if
      foreclosure, distraint, sale or other similar proceedings shall not have
      been commenced) which are being contested in good faith by appropriate
      proceedings properly instituted and diligently conducted and with respect
      to which adequate reserves or other appropriate provisions are being
      maintained in accordance with Agreement Accounting Principles;

            (ii) statutory Liens of landlords and Liens of suppliers, mechanics,
      carriers, materialmen, warehousemen or workmen and other similar Liens
      imposed by law created in the ordinary course of business for amounts not
      yet due or which are being contested in good faith by appropriate
      proceedings properly instituted and diligently conducted and with respect
      to which adequate reserves or other appropriate provisions are being
      maintained in accordance with Agreement Accounting Principles;

            (iii) Liens incurred or deposits made, in each case, in the ordinary
      course of business in connection with worker's compensation, unemployment
      insurance or other types of social security benefits or to secure the
      performance of bids, tenders, sales, contracts (other than for the
      repayment of borrowed money), surety, appeal and performance bonds;
      PROVIDED that (A) all such Liens do not in the aggregate materially

                                        7
<PAGE>
      detract from the value of the Borrower's or such Subsidiary's assets or
      property taken as a whole or materially impair the use thereof in the
      operation of the businesses taken as a whole, and (B) with respect to
      Liens securing bonds to stay judgments or in connection with appeals do
      not secure at any time an aggregate amount which if paid at such time
      would result in the occurrence or existence of a Default;

           (iv) Liens arising with respect to zoning restrictions, easements,
      licenses, reservations, covenants, rights-of-way, utility easements,
      building restrictions and other similar charges or encumbrances on the use
      of real property which do not in any case materially detract from the
      value of the property subject thereto or interfere with the ordinary
      conduct of the business of the Borrower or any of its Subsidiaries;

            (v) Liens of attachment or judgment with respect to judgments, writs
      or warrants of attachment, or similar process against the Borrower or any
      of its Subsidiaries which do not constitute a Default under SECTION 8.1(H)
      hereof, and

            (vi) any interest or title of the lessor in the property subject to
      any operating lease entered into by the Borrower or any of its
      Subsidiaries in the ordinary course of business.

      "DEFAULT" means an event described in Article VIII hereof.

      "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the date
that is 91 days after the Termination Date.

      "DOL" means the United States Department of Labor and any Person
succeeding to the functions thereof.

      "DOMESTIC SUBSIDIARY" means a Subsidiary of the Borrower that is not a
Foreign Subsidiary.

      "DOLLAR" and "$" means dollars in the lawful currency of the United
States.

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

            (i)    Net Income,

      PLUS  (ii)   Interest Expense,

      PLUS  (iii)  charges against income for foreign, federal, state and
                   local taxes, to the extent deducted in computing Net Income,

                                        8
<PAGE>
     PLUS  (iv)   depreciation expense, to the extent deducted in computing Net
                   Income,

      PLUS  (v)    amortization expense, including, without limitation,
                   amortization of goodwill and other intangible assets to the
                   extent deducted in computing Net Income,

      PLUS  (vi)   other non-cash charges classified as long-term deferrals
                   in accordance with Agreement Accounting Principles, to the
                   extent deducted in computing Net Income,

      MINUS (vii)  Net Extraordinary Gains,

      PLUS  (viii) non-cash extraordinary losses (and any non-cash
                   nonrecurring unusual losses arising in or outside of the
                   ordinary course of business not included in extraordinary
                   losses determined in accordance with Agreement Accounting
                   Principles) but only to the extent such amounts were not
                   utilized to offset gains in calculating Net Extraordinary
                   Gains,

      PLUS  (ix)   any PRO FORMA adjustments which are consistent with the
                   Commission's regulations and practices as of June 24, 1998
                   (whether or not applicable) to account for adjustments to
                   historical EBITDA for an acquired entity and which are
                   realizable as a result of negotiated and executed contractual
                   arrangements,

      PLUS  (x)    severance charges up to the lesser of actual charges
                   recorded or $2,000,000, recorded during the period commencing
                   October 1, 1999, through September 30, 2000, to the extent
                   deducted in computing Net Income and not added back pursuant
                   to subsections (ii) through (ix) preceding.

As used herein "NET EXTRAORDINARY GAINS" shall mean the sum of, but only if
positive, extraordinary gains (and any nonrecurring unusual gains arising in or
outside of the ordinary course of business not included in extraordinary gains
determined in accordance with Agreement Accounting Principles which have been
included in the determination of Net Income) MINUS extraordinary losses (and any
nonrecurring unusual losses arising in or outside of the ordinary course of
business not included in extraordinary losses determined in accordance with
Agreement Accounting Principles). EBITDA shall be calculated for any period by
including the actual amount for the applicable period ending on such day,
including the EBITDA attributable to Permitted Acquisitions occurring during
such period, on a PRO FORMA basis for the period from the first day of the
applicable period through the date of the closing of each Permitted Acquisition,
utilizing (a) where available or required pursuant to the terms of this
Agreement, historical audited and/or reviewed unaudited financial statements
obtained from the seller, broken down by fiscal quarter, in the Borrower's
reasonable judgment or (b) unaudited financial statements (where no audited or
reviewed financial statements are required pursuant to the terms of this
Agreement) reviewed internally by the Borrower, broken down by fiscal quarter in
the Borrower's reasonable judgment.

                                        9
<PAGE>
     "ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS OF LAW" means all
Requirements of Law derived from or relating to federal, state and local laws or
regulations relating to or addressing pollution or protection of the
environment, or protection of worker health or safety, including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. ss. 9601 eT Seq., the Occupational Safety and Health Act of 1970,
29 U.S.C. ss. 651 eT Seq., and the Resource Conservation and Recovery Act of
1976, 42 U.S.C. ss. 6901 eT Seq., in each case including any amendments thereto,
any successor statutes, and any regulations or guidance promulgated thereunder,
and any state or local equivalent thereof.

      "ENVIRONMENTAL LIEN" means a lien in favor of any Governmental Authority
for (a) any liability under Environmental, Health or Safety Requirements of Law,
or (b) damages arising from, or costs incurred by such Governmental Authority in
response to, a Release or threatened Release of a Contaminant into the
environment.

      "ENVIRONMENTAL PROPERTY TRANSFER ACT" means any applicable requirement of
law that conditions, restricts, prohibits or requires any notification or
disclosure triggered by the closure of any property or the transfer, sale or
lease of any property or deed or title for any property for environmental
reasons, including, but not limited to, any so-called "Industrial Site Recovery
Act" or "Responsible Property Transfer Act."

      "EQUITY INTERESTS" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time including (unless the context otherwise requires) any
rules or regulations promulgated thereunder.

      "EURODOLLAR BASE RATE" means, with respect to a Eurodollar Rate Loan for
the relevant Interest Period, the rate determined by the Agent to be the
arithmetic average of the respective rates at which deposits in Dollars are
offered by Bank One to first-class banks in the London interbank market at
approximately 11 a.m. (London time) two Business Days prior to the first day of
such Interest Period, in the approximate amounts of the portions of the relevant
Eurodollar Rate Loan of Bank One, and having a maturity approximately equal to
such Interest Period, as adjusted for Reserves.

      "EURODOLLAR RATE" means, with respect to a Eurodollar Rate Loan for the
relevant Interest Period, the Eurodollar Base Rate applicable to such Interest
Period PLUS the then Applicable Eurodollar Margin. The Eurodollar Rate shall be
rounded to the next higher multiple of 1/100 of 1% if the rate is not such a
multiple.

      "EURODOLLAR RATE ADVANCE" means an Advance which bears interest at the
Eurodollar Rate.

                                       10
<PAGE>
      "EURODOLLAR RATE LOAN" means a Loan, or portion thereof, which bears
interest at the Eurodollar Rate.

      "FAIR VALUE" means (a) with respect to the Capital Stock of the Borrower,
the closing price for such Capital Stock on the trading date immediately
preceding the date of the applicable acquisition agreement; provide such amount
may be discounted to the extent such discount is permitted by Agreement
Accounting Principles and (b) with respect to other assets, the value of the
relevant asset as of the date of acquisition or sale determined in an
arm's-length transaction conducted in good faith between an informed and willing
buyer and an informed and willing seller under no compulsion to buy.

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

      "FIXED CHARGE COVERAGE RATIO" is defined in Section 7.4(A) hereof.

      "FLOATING RATE" means, for any day for any Loan, a rate per annum equal to
the Alternate Base Rate for such day plus the then Applicable Floating Rate
Margin, changing and as the Alternate Base Rate or Applicable Floating Rate
Margin changes.

      "FLOATING RATE ADVANCE" means an Advance which bears interest at the
Floating Rate.

      "FLOATING RATE LOAN" means a Loan, or portion thereof, which bears
interest at the Floating Rate.

      "FOREIGN SUBSIDIARY" means a Subsidiary of the Borrower or any of its
Subsidiaries that is not created or organized in the United States of America or
under the laws of the United States Of America or of any state of the United
States of America or the District of Columbia.

      "GOVERNMENTAL ACTS" is defined in SECTION 3.9(A) hereof.

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

      "GROSS NEGLIGENCE" means recklessness, the absence of the slightest care
or the complete disregard of consequences. Gross Negligence does not mean the
absence of ordinary care or diligence, or an inadvertent act or inadvertent
failure to act. If the term "gross negligence" is used with respect to the Agent
or any Lender or any indemnitee in any of the other Loan Documents, it shall
have the meaning set forth herein.

                                       11
<PAGE>
      "GUARANTORS" means (i) all of the Borrower's Domestic Subsidiaries as of
the Closing Date, and (ii) any other New Subsidiaries which have satisfied the
provisions of SECTION 7.3(G)(II) hereof, and their respective successors and
assigns.

      "GUARANTY" means that certain Subsidiary Guaranty dated as of June 24,
1998, executed by the Guarantors in favor of the Agent, for the ratable benefit
of the Lenders, as it may be amended, modified, supplemented and/or restated
(including to add new Guarantors), and as in effect from time to time.

      "HEDGING AGREEMENT" means any contract with respect to Hedging Obligations
entered into by the Borrower or any of its Subsidiaries with any Lender (or
Affiliate thereof).

      "HEDGING OBLIGATIONS" of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all
agreements, devices or arrangements designed to protect at least one of the
parties thereto from the fluctuations of interest rates, exchange rates or
forward rates applicable to such party's assets, liabilities or exchange
transactions, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts and warrants, and (ii) any and all
cancellations, buy backs, reversals, terminations or assignments of any of the
foregoing.

      "HOLDERS OF SECURED OBLIGATIONS" means the holders of the Secured
Obligations from time to time and shall refer to (i) each Lender in respect of
its Loans, (ii) the Issuing Bank in respect of Reimbursement Obligations, (iii)
the Agent, the Lenders, the Swing Line Bank and the Issuing Bank in respect of
all other present and future obligations and liabilities of the Borrower or any
of its Subsidiaries of every type and description arising under or in connection
with this Agreement or any other Loan Document, (iii) each Indemnitee in respect
of the obligations and liabilities of the Borrower to such Person hereunder,
(iv) each Lender (or affiliate thereof), in respect of all Hedging Obligations
of the Borrower to such Lender (or such affiliate) as exchange party or
counterparty under any Hedging Agreement, and (v) their respective successors,
transferees and assigns.

      "INDEBTEDNESS" of any Person means, without duplication, such Person's (a)
obligations for borrowed money, (b) obligations representing the deferred
purchase price of property or services (other than accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade), (c) obligations, whether or not assumed, secured by Liens or payable out
of the proceeds or production from property or assets now or hereafter owned or
acquired by such Person, (d) obligations which are evidenced by notes,
acceptances or other instruments, (e) Capitalized Lease Obligations, (f)
reimbursement obligations with respect to letters of credit (other than
commercial letters of credit) issued for the account of such Person, (g) Hedging
Obligations, (h) Off Balance Sheet Liabilities and (i) Contingent Obligations in
respect of obligations of another Person of the type described in the foregoing
CLAUSES (A) through (H). The amount of Indebtedness of any Person at any date
shall be without duplication

                                       12
<PAGE>
(i) the outstanding balance at such date of all unconditional obligations as
described above and the maximum liability of any such Contingent Obligations at
such date and (ii) in the case of Indebtedness of others secured by a Lien to
which the property or assets owned or held by such Person is subject, the lesser
of the fair market value at such date of any asset subject to a Lien securing
the Indebtedness of others and the amount of the Indebtedness secured.

      "INDEMNIFIED MATTERS" is defined in SECTION 10.7(B) hereof.

      "INDEMNITEES" is defined in SECTION 10.7(B) hereof.

      "INITIAL REGISTRATION STATEMENT" means the Registration Statement on Form
S-1 filed by the Borrower with the Commission on April 20, 1998 and updated on
May 28, 1998 and on June 24, 1998, with respect to the initial public offering
of its common stock, $.01 par value, as filed on such date.

      "INITIAL SHAREHOLDERS" means the Persons set forth on SCHEDULE 1.1.2
hereto.

      "INTEREST EXPENSE" means, for any period, the total interest expense of
the Borrower and its consolidated Subsidiaries, whether paid or accrued
(including the interest component of Capitalized Leases, commitment and letter
of credit fees), but excluding interest expense not payable in cash (including
amortization of discount), all as determined in conformity with Agreement
Accounting Principles.

      "INTEREST PERIOD" means, with respect to a Eurodollar Rate Loan, a period
of one (1), two (2), three (3), or six (6) months commencing on a Business Day
selected by the Borrower pursuant to this Agreement. Such Interest Period shall
end on (but exclude) the day which corresponds numerically to such date one,
two, three or six months thereafter; PROVIDED, HOWEVER, that if there is no such
numerically corresponding day in such next, second, third or sixth succeeding
month, such Interest Period shall end on the last Business Day of such next,
second, third or sixth succeeding month. If an Interest Period would otherwise
end on a day which is not a Business Day, such Interest Period shall end on the
next succeeding Business Day, PROVIDED, HOWEVER, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately, preceding Business Day.

      "INVESTMENT" means, with respect to any Person, (i) any purchase or other
acquisition by that Person of any Indebtedness, Equity Interests or other
securities, or of a beneficial interest in any Indebtedness, Equity Interests or
other securities, issued by any other Person, (ii) any purchase by that Person
of all or substantially all of the assets of a business conducted by another
Person, and (iii) any loan, advance (other than deposits with financial
institutions available for withdrawal on demand, prepaid expenses, accounts
receivable, advances to employees and similar items made or incurred in the
ordinary course of business) or capital contribution by that Person to any other
Person, including all Indebtedness to such Person arising from a sale of
property by such Person other than in the ordinary course of its business.

      "IRS" means the Internal Revenue Service and any Person succeeding to the
functions thereof.

                                       13
<PAGE>
      "ISSUING BANKS" means Bank One and any other Lender which, at the
Borrower's request, agrees, in each such Lender's sole discretion, to become an
Issuing Bank for the purpose of issuing Letters of Credit, and their respective
successors and assigns, in each case in such Lender's separate capacity as an
issuer of Letters of Credit pursuant to SECTION 3.1. The designation of any
Lender as an Issuing Bank after June 24, 1998 shall be subject to the prior
written consent of the Agent.

      "L/C DRAFT" means a draft drawn on an Issuing Bank pursuant to a Letter of
Credit.

      "L/C INTEREST" shall have the meaning ascribed to such term in SECTION 3.5
hereof.

      "L/C OBLIGATIONS" means, without duplication, an amount equal to the sum
of (i) the aggregate of the amount then available for drawing under each of the
Letters of Credit, (ii) the face amount of all outstanding L/C Drafts
corresponding to the Letters of Credit, which L/C Drafts have been accepted by
the applicable Issuing Bank, (iii) the aggregate outstanding amount of all
Reimbursement Obligations at such time and (iv) the aggregate face amount of all
Letters of Credit requested by the Borrower but not yet issued (unless the
request for an unissued Letter of Credit has been denied).

      "LENDERS" means the lending institutions listed on the signature pages of
this Agreement and each Proposed New Lender which becomes a Lender hereto
pursuant to the provisions of SECTION 2.4(B) and their respective successors and
assigns.

      "LENDING INSTALLATION" means, with respect to a Lender or the Agent, any
office, branch, subsidiary or affiliate of such Lender or the Agent.

      "LETTER OF CREDIT" means the letters of credit issued by the Issuing Banks
pursuant to SECTION 3.1 hereof.

      "LEVERAGE RATIO" is defined in Section 7.4(B) hereof.

      "LIEN" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, encumbrance or security agreement or preferential
arrangements of any kind or nature whatsoever (including, without limitation,
the interest of a vendor or lessor under any conditional sale, Capitalized Lease
or other title retention agreement).

      "LOAN(S)" means, with respect to a Lender, such Lender's portion of any
Advance made pursuant to SECTION 2.1(A) hereof (individually a "Revolving Loan"
and collectively, the "Revolving Loans"), and in the case of the Swing Line
Bank, any Swing Line Loan made pursuant to SECTION 2.1(B) hereof, and
collectively all such Revolving Loans and Swing Line Loans, whether made or
continued as or converted to Floating Rate Loans or Eurodollar Rate Loans.

      "LOAN ACCOUNT" is defined in SECTION 2.12(F) hereof.

                                       14
<PAGE>
      "LOAN DOCUMENT" means this Agreement, the Notes, the Guaranty, the Pledge
Agreements, and all other documents, instruments and agreements executed in
connection therewith or contemplated thereby, as the same may be amended,
restated or otherwise modified and in effect from time to time.

      "MARGIN STOCK" shall have the meaning ascribed to such term in Regulation
U.

      "MATERIAL ADVERSE EFFECT" means a material adverse effect upon (a) the
business, condition (financial or otherwise), operations, performance or
properties of the Borrower, or the Borrower and its Subsidiaries, taken as a
whole, (b) the ability of the Borrower or any of its Subsidiaries to perform
their respective obligations under the Loan Documents in any material respect or
(c) the ability of the Lenders or the Agent to enforce in any material respect
their rights with respect to the Collateral.

      "MATERIAL SUBSIDIARY" means (a) any "Significant Subsidiary" as defined in
Regulation S-X issued pursuant to the Securities Act and the Exchange Act and
(b) any other Subsidiary of the Borrower which accounts for ten percent (10%) or
more of the Borrower's Consolidated Tangible Assets.

      "MAXIMUM RATE" means the maximum nonusurious interest rate under
applicable law. To the extent Texas law may apply to this Agreement, the maximum
lawful rate under this Agreement shall be the weekly indicated rate ceiling
under Article 5069-1.04 of the Texas Revised Civil Statutes, unless any other
lawful rate ceiling exceeds the rate ceiling so determined, and then the higher
rate ceiling shall apply.

      "MULTIEMPLOYER PLAN" means a "Multiemployer Plan" as defined in Section
4001(a)(3) of ERISA which is, or within the immediately preceding six (6) years
was, contributed to by either the Borrower or any member of the Controlled
Group.

      "NET INCOME" means, for any period, the net earnings (or loss) after taxes
of the Borrower and its Subsidiaries on a consolidated basis for such period
taken as a single accounting period, determined in conformity with Agreement
Accounting Principles.

      "NEW SUBSIDIARY" is defined in SECTION 7.3(G)(II).

      "NON PRO RATA LOAN" is defined in SECTION 9.2 hereof.

      "NOTICE OF ASSIGNMENT" is defined in SECTION 13.3(B) hereof.

      "NOTES" means the Revolving Notes and the Swing Line Note.

      "OBLIGATIONS" means all Loans, advances, debts, liabilities, obligations,
covenants and duties owing by the Borrower to the Agent, any Lender, the Swing
Line Bank, the Arranger, any Affiliate of the Agent or any Lender, or any
Indemnitee, of any kind or nature, present or future, arising under this
Agreement, the Notes or any other Loan Document, whether or not evidenced by any
note, guaranty or other instrument, whether or not for the payment of money,
whether

                                       15
<PAGE>
arising by reason of an extension of credit, loan, guaranty, indemnification, or
in any other manner, whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, now existing or
hereafter arising and however acquired. The term includes, without limitation,
all interest, charges, expenses, fees, attorneys' fees and disbursements,
paralegals' fees (in each case whether or not allowed), and any other sum
chargeable to the Borrower under this Agreement or any other Loan Document.

      "OFF BALANCE SHEET LIABILITIES" of a Person means (a) any repurchase
obligation or liability of such Person or any of its Subsidiaries with respect
to accounts or notes receivable sold by such Person or any of its Subsidiaries,
(b) any liability under any sale and leaseback transactions which do not create
a liability on the consolidated balance sheet of such Person, (c) any liability
under any financing lease or so-called "synthetic" lease transaction, or (d) any
obligations arising with respect to any other transaction which is the
functional equivalent of or takes the place of borrowing but which does not
constitute a liability on the consolidated balance sheets of such Person and its
Subsidiaries.

      "OTHER TAXES" is defined in SECTION 2.12(E)(II) hereof.

      "PARTICIPANTS" is defined in SECTION 13.2(A) hereof.

      "PAYMENT DATE" means the last Business Day of each March, June, September
and December.

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

      "PERMITTED ACQUISITION" is defined in SECTION 7.3(G)(III) hereof.

      "PERMITTED EXISTING INDEBTEDNESS" means the Indebtedness of the Borrower
and its Subsidiaries identified as such on SCHEDULE 1.1.3 to this Agreement.

      "PERMITTED EXISTING INVESTMENTS" means the Investments of the Borrower and
its Subsidiaries identified as such on SCHEDULE 1.1.4 to this Agreement.

      "PERMITTED EXISTING LIENS" means the Liens on assets of the Borrower and
its Subsidiaries identified as such on SCHEDULE 1.1.5 to this Agreement.

      "PERMITTED PURCHASE MONEY INDEBTEDNESS" is defined in SECTION 7.3(A)(IX)
hereof.

      "PERMITTED REFINANCING INDEBTEDNESS" means any replacement, renewal,
refinancing or extension of any Indebtedness permitted by this Agreement that
(i) does not exceed the aggregate principal amount (plus associated fees and
expenses) of the Indebtedness being replaced, renewed, refinanced or extended,
(ii) does not rank at the time of such replacement, renewal, refinancing or
extension senior to the Indebtedness being replaced, renewed, refinanced or
extended, and (iii) does not contain terms (including, without limitation, terms
relating to security, amortization, maturity, interest rate, premiums, fees,
covenants, event of default and

                                       16

<PAGE>
remedies) materially less favorable to the Borrower or to the Lenders than those
applicable to the Indebtedness being replaced, renewed, refinanced or extended.

      "PERMITTED SUBORDINATED INDEBTEDNESS" is defined in SECTION 7.3(A)(III)
hereof.

      "PERSON" means any individual, corporation, firm, enterprise, partnership,
trust, incorporated or unincorporated association, joint venture, joint stock
company, limited liability company or other entity of any kind, or any
government or political subdivision or any agency, department or instrumentality
thereof.

      "PLAN" means an employee benefit plan defined in Section 3(3) of ERISA in
respect of which the Borrower or any member of the Controlled Group is, or
within the immediately preceding six (6) years was, an "employer" as defined in
Section 3(5) of ERISA.

      "PLEDGE AGREEMENTS" means (a) the Pledge Agreement dated as of June 24,
1998 executed by the Borrower in favor of the Agent with respect to 100% of the
Capital Stock of each of its Subsidiaries (other than Promari) owned as such
date; (b) the Pledge Agreement dated as of June 24, 1998 executed by the
Borrower in favor of the Agent with respect to 65% of the Capital Stock of
Promari; (c) the Pledge Agreement dated as of June 24, 1998 executed by Charles
W. Carter Co. -- Los Angeles, a California corporation, in favor of the Agent
with respect to 100% of the Capital Stock of each of Charles W. Carter Co. --
Arizona, Inc. and Charles W. Carter Co. -- Hawaii, Inc.; (d) the Pledge
Agreement dated as of June 24, 1998 executed by Charles W. Carter Co. -- Hawaii,
Inc., a Hawaii corporation, in favor of the Agent with respect to 100% of the
Capital Stock of K.O.Y. Corp; (e) the Pledge Agreement dated as of June 24, 1998
executed by Plaza Automotive, Inc., a Missouri corporation, in favor of the
Agent with respect to 100% of the Capital Stock of each of Brake & Spring, Inc.,
Missouri Fleet Parts, Inc., Mobile Power & Hydraulics, Inc., and Hardy's Truck
Parts, Inc.; (f) the Pledge Agreement dated as of June 24, 1998 executed by The
Cook Brothers Companies, Inc., a New York corporation, in favor of the Agent
with respect to 100% of the Capital Stock of NEC Leasing, Inc.; (g) the Pledge
Agreement dated as of June 24, 1998 executed by TUSA LP, Inc., a Nevada
corporation, in favor of the Agent with respect to 100% of the Capital Stock
owned by it of TransCom USA Management Co., L.P.; (h) the Pledge Agreement dated
as of June 24, 1998 executed by TUSA GP, Inc., a Delaware corporation, in favor
of the Agent with respect to 100% of the Capital Stock owned by it of TransCom
USA Management Co., L.P.; and (i) any pledge agreement executed by any
Subsidiary with respect to the Capital Stock of any other Subsidiary executed
pursuant to the terms of Section 7.2(K), in each case, as amended, modified,
supplemented and/or restated (including to add additional pledged Capital Stock
of additional Subsidiaries).

      "PROMARI" means Proveedor Mayorista al Refaccionario S.A. de C.V., a
corporation organized under the laws of Mexico.

      "PRO RATA SHARE" means, with respect to any Lender, the percentage
obtained by dividing (A) such Lender's Commitment at such time (as adjusted from
time to time in accordance with the provisions of this Agreement) by (B) the sum
of the Aggregate Commitments at such time; PROVIDED, HOWEVER, if the Commitments
are terminated pursuant to

                                       17
<PAGE>
the terms of this Agreement, then "Pro Rata Share" means the percentage obtained
by dividing (x) the sum of such Lender's L/C Obligations and Revolving Loans,
and in the case of the Swing Line Bank, Swing Line Loans by (y) the aggregate
amount of all Revolving Loans, Swing Line Loans and L/C Obligations.

      "PURCHASERS" is defined in SECTION 13.3(A) hereof.

      "RATE OPTION" means the Eurodollar Rate or the Floating Rate.

      "REGISTER" is defined in SECTION 13.3(C) hereof.

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

      "REGULATION U" means Regulation U of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying Margin
Stock applicable to member banks of the Federal Reserve System.

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

      "REIMBURSEMENT OBLIGATION" is defined in SECTION 3.6 hereof.

      "RELEASE" means any release, spill, emission, leaking, pumping, injection,
deposit, disposal, discharge, dispersal, leaching or migration into the indoor
or outdoor environment, including the movement of Contaminants through or in the
air, soil, surface water or groundwater.

      "RENTALS" of a Person means the aggregate fixed amounts payable by such
Person under any lease of real or personal property but does not include any
amounts payable under Capitalized Leases of such Person.

      "REPLACEMENT LENDER" is defined in SECTION 2.17 hereof.

      "REPORTABLE EVENT" means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days after
such event occurs, PROVIDED, HOWEVER, that a failure to meet the minimum funding
standards of Section 412 of the Code and of Section 302 of ERISA shall be a

                                       18

<PAGE>
Reportable Event regardless of the issuance of any such waiver of the notice
requirement in accordance with either Section 4043(a) of ERISA or Section 412(d)
of the Code.

      "REQUIRED LENDERS" means Lenders whose Pro Rata Shares, in the aggregate,
are equal to or greater than sixty-six and two-thirds percent (66-2/3%);
PROVIDED, HOWEVER, that, if any of the Lenders shall have failed to fund its Pro
Rata Share of any Revolving Loan requested by the Borrower, or any Swing Line
Loan as requested by the Agent, which such Lenders are obligated to fund under
the terms of this Agreement and any such failure has not been cured, then for so
long as such failure continues, "REQUIRED LENDERS" means Lenders (excluding all
Lenders whose failure to fund their respective Pro Rata Shares of such Revolving
Loans or Swing Line Loans has not been so cured) whose Pro Rata Shares represent
at least sixty-six and two-thirds percent (66-2/3%) of the aggregate Pro Rata
Shares of such Lenders; PROVIDED, FURTHER, HOWEVER, that, if the Commitments
have been terminated pursuant to the terms of this Agreement, "REQUIRED LENDERS"
means Lenders (without regard to such Lenders' performance of their respective
obligations hereunder) whose aggregate ratable shares (stated as a percentage)
of the aggregate outstanding principal balance of a Loans and L/C Obligations
are equal to or greater than sixty-six and two-thirds percent (66-2/3%).

      "REQUIREMENTS OF LAW" means, as to any Person, the charter and by-laws or
other organizational or governing documents of such Person, and any law, rule or
regulation, or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject including,
without limitation, the Securities Act of 1933, the Securities Exchange Act of
1934, Regulations T, U and X, ERISA, the Fair Labor Standards Act, the Worker
Adjustment and Retraining Notification Act, Americans with Disabilities Act of
1990, and any certificate of occupancy, zoning ordinance, building,
environmental or land use requirement or permit or environmental, labor,
employment, occupational safety or health law, rule or regulation, including
Environmental, Health or Safety Requirements of Law.

      "RESERVES" shall mean the maximum reserve requirement, as prescribed by
the Board of Governors of the Federal Reserve System (or any successor) with
respect to Eurocurrency liabilities" or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Eurodollar Rate Loans is determined or category of extensions of credit or other
assets which includes loans by a non-United States office of any Lender to
United States residents.

      "RESTRICTED PAYMENT" means (i) any dividend or other distribution, direct
or indirect, on account of any Equity Interests of the Borrower now or hereafter
outstanding, except a dividend payable solely in the Borrower's Capital Stock
(other than Disqualified Stock) or in options, warrants or other rights to
purchase such Capital Stock, (ii) any redemption, retirement, purchase or other
acquisition for value, direct or indirect, of any Equity Interests of the
Borrower or any of its Subsidiaries now or hereafter outstanding, other than in
exchange for, or out of the proceeds of, the substantially concurrent sale
(other than to a Subsidiary of the Borrower) of other Equity Interests of the
Borrower (other than Disqualified Stock), (iii) any redemption, purchase,
retirement, defeasance, prepayment or other acquisition for value, direct or
indirect, of any Permitted Subordinated Indebtedness, and (iv) any payment of a
claim for the rescission of the

                                       19
<PAGE>
purchase or sale of, or for material damages arising from the purchase or sale
of, any Permitted Subordinated Indebtedness or any Equity Interests of the
Borrower or any of the Borrower's Subsidiaries, or of a claim for reimbursement,
indemnification or contribution arising out of or related to any such claim for
damages or rescission.

      "REVOLVING CREDIT AVAILABILITY" means, at any particular time, the amount
by which the Aggregate Commitment at such time exceeds the Revolving Credit
Obligations at such time.

      "REVOLVING CREDIT OBLIGATIONS" means, at any particular time, the sum of
(i) the outstanding principal amount of the Loans (including the Swing Line
Loans) at such time, plus (ii) the L/C Obligations at such time.

      "REVOLVING LOAN" is defined in the definition of "Loans" above.

      "REVOLVING NOTE" means a promissory note, in substantially the form of
EXHIBIT C hereto, duly executed by the Borrower and payable to the order of a
Lender in the amount of its Commitment, including any amendment, restatement,
modification, renewal or replacement of such Revolving Note.

      "RISK-BASED CAPITAL GUIDELINES" is defined in SECTION 4.2 hereof.

      "SECURED OBLIGATIONS" means, collectively, (i) the Obligations and (ii)
all Hedging Obligations owing to any Lender or any affiliate of any Lender under
agreements with respect thereto entered into with any Lender or any affiliate of
any Lender.

      "SECURITY AGREEMENTS" means each and any Security Agreement now or
hereafter executed by Borrower or any Domestic Subsidiary, pursuant to which
Borrower or such Domestic Subsidiary shall pledge, assign or grant security
interests in their respective properties to Agent to secure the Secured
Obligations, in each case, as amended, modified, supplemented and/or restated
(including to add additional Collateral of additional Domestic Subsidiaries).

      "SINGLE EMPLOYER PLAN" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

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

      "SWING LINE BANK" means Bank One or any other Lender as a successor Swing
Line Bank.

                                       20
<PAGE>
      "SWING LINE COMMITMENT" means the obligation of the Swing Line Bank to
make Swing Line Loans up to a maximum principal amount of $5,000,000 at any one
time outstanding.

      "SWING LINE LOAN" means any Swing Line Loan made available to the Borrower
by the Swing Line Bank pursuant to SECTION 2.1(B) hereof.

      "SWING LINE NOTE" means a promissory note, in substantially the form of
EXHIBIT D hereto, duly executed by the Borrower and payable to the order of the
Swing Line Bank in the amount of its Swing Line Commitment, including any
amendment, restatement, modification, renewal or replacement of such Swing Line
Note.

      "SYNDICATION PERIOD" is defined in SECTION 2.2 hereof.

      "TAXES" is defined in SECTION 2.12(E)(I) hereof.

      "TERMINATION DATE" means the earlier of (a) June 24, 2001 and (b) the date
of termination of the Aggregate Commitment pursuant to Section 2.4 hereof or the
Commitments pursuant to SECTION 9.1 hereof.

      "TERMINATION EVENT" means (i) a Reportable Event with respect to any
Benefit Plan; (ii) the withdrawal of the Borrower or any member of the
Controlled Group from a Benefit Plan during a plan year in which the Borrower or
such Controlled Group member was a "substantial employer" as defined in Section
4001(a)(2) of ERISA or the cessation of operations which results in the
termination of employment of twenty percent (20%) of Benefit Plan participants
who are employees of the Borrower or any member of the Controlled Group; (iii)
the imposition of an obligation on the Borrower or any member of the Controlled
Group under Section 4041 of ERISA to provide affected parties written notice of
intent to terminate a Benefit Plan in a distress termination described in
Section 4041(c) of ERISA; (iv) the institution by the PBGC of proceedings to
terminate a Benefit Plan; (v) any event or condition which might constitute
grounds under Section 4042 of ERISA for the Termination of, or the appointment
of a trustee to administer, any Benefit Plan; or (vi) the partial or complete
withdrawal of the Borrower or any member of the Controlled Group from a
Multiemployer Plan.

      "TOTAL DEBT" means, for any period, on a consolidated basis for the
Borrower and its Subsidiaries, the sum of Indebtedness of the Borrower and its
Subsidiaries, other than Hedging Obligations.

      "TRANSFEREE" is defined in SECTION 13.5 hereof.

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

      "UNFUNDED LIABILITIES" means (i) in the case of Single Employer Plans, the
amount (if any) by which the present value of all vested nonforfeitable benefits
under all Single Employer Plans exceeds the fair market value of all such Plan
assets allocable to such benefits, all

                                       21
<PAGE>
determined as of the then most recent valuation date for such Plans, and (ii) in
the case of Multiemployer Plans, the withdrawal liability that would be incurred
by the Controlled Group if all members of the Controlled Group completely
withdrew from all Multiemployer Plans.

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

      "YEAR 2000 ISSUES" means the anticipated costs, problems and uncertainties
associated with the inability of certain computer applications to effectively
handle dates on and after January 1, 2000, as such inability affects the
business, operations, and financial condition of the Borrower, or the, Borrower
and its Subsidiaries and of the Borrower's and its Subsidiaries' material
customers, suppliers and vendors.

      Any accounting terms used in this Agreement which are not specifically
defined herein shall have the meanings customarily given them in accordance with
generally accepted accounting principles in existence as of the Closing Date
hereof.

      1.2 REFERENCES. The existence throughout the Agreement of references to
the Borrower's Subsidiaries is for a matter of convenience only. Any references
to Subsidiaries of the Borrower set forth herein shall not in any way be
construed as consent by the Agent or any Lender to the establishment,
maintenance or acquisition of any Subsidiary, except as may otherwise be
permitted hereunder.

ARTICLE II: THE LOAN FACILITIES

      2.1 LOANS. (a) REVOLVING LOANS. Upon the satisfaction of the conditions
precedent set forth in SECTIONS 5.1 and 5.2, from and including June 24, 1998
and prior to the Termination Date, each Lender severally and not jointly agrees,
on the terms and conditions set forth in this Agreement, to make Revolving Loans
to the Borrower from time to time, in Dollars, in an amount not to exceed such
Lender's Pro Rata Share of Revolving Credit Availability at such time; PROVIDED,
HOWEVER, at no time shall the Revolving Credit Obligations exceed the Aggregate
Commitment at such time. Subject to the terms of this Agreement, the Borrower
may borrow, repay and reborrow Revolving Loans at any time prior to the
Termination Date. The Revolving Loans made on June 24, 1998 shall initially be
Floating Rate Loans and thereafter may be continued as Floating Rate Loans or
converted into Eurodollar Rate Loans in the manner provided in SECTION 2.8 and
subject to the other conditions and limitations therein set forth and set forth
in this Article II. On the Termination Date, the Borrower shall repay in full
the outstanding principal balance of the Loans. Each Advance under this SECTION
2.1(A) shall consist of Revolving Loans made by each Lender ratably in
proportion to such Lender's respective Pro Rata Share.

            (b)   SWING LINE LOANS.

            (i) AMOUNT OF SWING LINE LOANS. Upon the satisfaction of the
      conditions precedent set forth in Section 5.1 and 5.2, from and including
      June 24, 1998 and prior to the Termination Date, the Swing Line Bank
      agrees, on the terms and conditions set forth

                                       22
<PAGE>
      in this Agreement, to make swing line loans to the Borrower from time to
      time, in Dollars, in an amount not to exceed the Swing Line Commitment
      (each, individually, a "SWING LINE LOAN" and collectively, the "SWING LINE
      LOANS"); PROVIDED, HOWEVER, at no time shall the Revolving Credit
      Obligations exceed the Aggregate Commitment; and PROVIDED, FURTHER, that
      at no time shall the sum of (a) the outstanding amount of the Swing Line
      Loans, plus (b) the outstanding amount of Revolving Loans made by the
      Swing Line Bank pursuant to SECTION 2.1(A) (after giving effect to any
      concurrent repayment of Loans), exceed the Swing Line Bank's Commitment at
      such time. Subject to the terms of this Agreement, the Borrower may
      borrow, repay and reborrow Swing Line Loans at any time prior to the
      Termination Date.

            (ii) BORROWING NOTICE. The Borrower shall deliver to the Agent and
      the Swing Line Bank a Borrowing Notice, signed by it, not later than 11:00
      a.m. (Chicago time) on the Borrowing Date of each Swing Line Loan,
      specifying (A) the applicable Borrowing Date (which shall be a Business
      Day), and (B) the aggregate amount of the requested Swing Line Loan. The
      Swing Line Loans shall at all times be Floating Rate Loans, which shall be
      an amount not less than $250,000 and increments of $100,000 in excess
      thereof The Agent shall promptly notify each Lender of such request.

            (iii) MAKING OF SWING LINE LOANS. Promptly after receipt of the
      Borrowing Notice under SECTION 2.1(B)(II) in respect of Swing Line Loans,
      the Agent shall notify each Lender by telex or telecopy, or other similar
      form of transmission, of the requested Swing Line Loan. Not later than
      2:00 p.m. (Chicago time) on the applicable Borrowing Date, the Swing Line
      Bank shall make available its Swing Line Loan, in funds immediately
      available in Chicago to the Agent at its address specified pursuant to
      ARTICLE XIV. The Agent will promptly make the funds so received from the
      Swing Line Bank available to the Borrower at the Agent's aforesaid
      address.

            (iv) REPAYMENT OF SWING LINE LOANS. The Swing Line Loans shall be
      evidenced by the Swing Line Note, and each Swing Line Loan shall be paid
      in full by the Borrower on or before the fifth Business Day after the
      Borrowing Date for such Swing Line Loan. The Borrower may at any time pay,
      without penalty or premium, all outstanding Swing Line Loans or, in a
      minimum amount and increments of $ 100,000, any portion of the outstanding
      Swing Line Loans, upon notice to the Agent and the Swing Line Bank. In
      addition, the Agent (i) may at any time in its sole discretion with
      respect to any outstanding Swing Line Loan, or (ii) shall on the fifth
      Business Day after the Borrowing Date of any Swing Line Loan, require each
      Lender ('including the Swing Line Bank) to make a Revolving Loan in the
      amount of such Lender's Pro Rata Share of such Swing Line Loan, for the
      purpose of repaying such Swing Line Loan. Not later than 2:00 p.m.
      (Chicago time) on the date of any notice received pursuant to this SECTION
      2.1(B)(IV), each Lender shall make available its required Revolving Loan
      or Revolving Loans, in funds immediately available in Chicago to the Agent
      at its address specified pursuant to ARTICLE XIV. Revolving Loans made
      pursuant to this SECTION 2.1(B)(IV) shall initially be Floating Rate Loans
      and thereafter may be continued as Floating Rate Loans or converted into
      Eurodollar Rate Loans in the manner provided in SECTION 2.8 and subject to
      the other conditions and limitations therein set forth and set forth in
      this ARTICLE II. Unless a

                                       23
<PAGE>
      Lender shall have notified the Swing Line Bank, prior to its making any
      Swing Line Loan, that any applicable condition precedent set forth in
      SECTIONS 5.1 and 5.2 had not then been satisfied, such Lender's obligation
      to make Revolving Loans pursuant to this SECTION 2.1(B)(IV) to repay Swing
      Line Loans shall be unconditional, continuing, irrevocable and absolute
      and shall not be affected by any circumstances, including, without
      limitation, (A) any set-off, counterclaim, recoupment, defense or other
      right which such Lender may have against the Agent, the Swing Line Bank or
      any other Person, (B) the occurrence of continuance of a Default or
      Unmatured Default, (C) any adverse change in the, condition (financial or
      otherwise) of the-Borrower, or (D) any other circumstances, happening or
      event whatsoever. In the event that any Lender fails to make payment to
      the Agent of any amount due under this SECTION 2.1(B)(IV), the Agent shall
      be entitled to receive, retain and apply against such obligation the,
      principal and interest otherwise payable to such Lender hereunder until
      the Agent receives such payment from such Lender or such obligation is
      otherwise fully satisfied. In addition to the foregoing, if for any reason
      any Lender fails to make payment to the Agent of any amount due under this
      SECTION 2.1(B)(IV), such Lender shall be deemed, at the option of the
      Agent, to have unconditionally and irrevocably purchased from the Swing
      Line Bank, without recourse or warranty, an undivided interest and
      participation in the applicable Swing Line Loan in the amount of such
      Revolving Loan, and such interest and participation may be recovered from
      such Lender together with interest thereon at the Federal Funds Effective
      Rate for each day during the period commencing on the date of demand and
      ending on the date such amount is received. On the Termination Date, the
      Borrower shall repay in full the outstanding principal balance of the
      Swing Line Loans.

      2.2 RATE OPTIONS FOR ALL ADVANCES. The Revolving Loans may be Floating
Rate Advances or Eurodollar Rate Advances, or a combination thereof, selected by
the Borrower in accordance with SECTION 2.8. The Borrower may select, in
accordance with Section 2.8, Rate Options and Interest Periods applicable to
portions of the Revolving Loans; PROVIDED that there shall be no more than seven
(7) Interest Periods in effect with respect to all of the Revolving Loans at any
time. The Swing Line Loans shall at all times be Floating Rate Loans; PROVIDED,
HOWEVER, notwithstanding anything herein to the contrary, the Swing Line Loans
shall bear interest at the higher of (i) the Alternate Base Rate MINUS
three-quarters of one percent (0.75%) per annum and (ii) the Federal Funds
Effective Rate PLUS one-half of one percent (0.5%) per annum.

      2.3   OPTIONAL PAYMENTS; MANDATORY PREPAYMENTS.

      (A) OPTIONAL PAYMENTS. The Borrower may from time to time repay or prepay,
without penalty or premium all or any part of outstanding Floating Rate Advances
in a minimum amount of $1,000,000 (or, if less, the outstanding balance of such
Floating Rate Advance) and in increments of $ 1,000,000 in excess thereof,
PROVIDED, that the Borrower may not so prepay Floating Rate Advances unless it
shall have provided at least one Business Day's written notice to the Agent of
such prepayment. Eurodollar Rate Advances may be voluntarily repaid or prepaid
prior to the last day of the applicable Interest Period in a minimum amount of
$1,000,000 (or, if less, the outstanding balance of such Eurodollar Rate
Advance) and in increments of $1,000,000 in excess thereof, subject to the
indemnification provisions contained in SECTION 4.4,

                                       24
<PAGE>
PROVIDED, that the Borrower may not so prepay Eurodollar Rate Advances unless it
shall have provided at least two (2) Business Days' written notice to the Agent
of such prepayment.

      (B) MANDATORY PREPAYMENTS. If at any time and for any reason the Revolving
Credit Obligations are greater than the Aggregate Commitment, the Borrower shall
immediately make a mandatory prepayment of the Obligations in an amount equal to
such excess. In addition, if Revolving Credit Availability is at any time less
than the amount of contingent L/C Obligations outstanding at any time, the
Borrower shall deposit cash collateral with the Agent in an amount equal to the
amount by which such L/C Obligations exceed such Revolving Credit Availability.
All of the mandatory prepayments made under this SECTION 2.3(B) shall be applied
first to Floating Rate Loans and to any Eurodollar Rate Loans maturing on such
date and then to subsequently maturing Eurodollar Rate Loans in order of
maturity.

      2.4 REDUCTION OF COMMITMENTS. The Borrower may permanently reduce the
Aggregate Commitment in whole, or in part ratably among the Lenders, in an
aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in
excess of that amount (unless the Aggregate Commitment is reduced in whole),
upon at least three (3) Business Days' written notice to the Agent, which notice
shall specify the amount of any such reduction; provided, HOWEVER, that the
amount of the Aggregate Commitment may not be reduced below the aggregate
principal amount of the outstanding Revolving Credit Obligations. All accrued
commitment fees shall be payable on the effective date of any partial or
complete termination of the obligations of the Lenders to make Revolving Loans
hereunder.

      2.5 METHOD OF BORROWING. Not later than 2:00 p.m. (Chicago time) on each
Borrowing Date, each Lender shall make available its Revolving Loan, in funds
immediately available in Chicago to the Agent at its address specified pursuant
to ARTICLE XIV. The Agent will promptly make the funds so received from the
Lenders available to the Borrower at the Agent's aforesaid address.

      2.6 METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR ADVANCES. The
Borrower shall select the Type of Advance and, in the case of each Eurodollar
Rate Advance, the Interest Period applicable to each Advance from time to time.
The Borrower shall give the Agent irrevocable notice in substantially the form
of EXHIBIT E hereto (a "BORROWING NOTICE") not later than 10:00 a.m. (Chicago
time) (a) on the Borrowing Date of each Floating Rate Advance and (b) three
Business Days before the Borrowing Date for each Eurodollar Rate Advance,
specifying: (i) the Borrowing Date (which shall be a Business Day) of such
Advance; (ii) the aggregate amount of such Advance; (iii) the Type of Advance
selected; and (iv) in the case of each Eurodollar Rate Advance, the Interest
Period applicable thereto. Each Floating Rate Advance and all Obligations other
than Loans shall bear interest from and including the date of the making of such
Advance to (but not including) the date of repayment thereof at the Floating
Rate, changing when and as such Floating Rate changes. Changes in the rate of
interest on that portion of any Advance maintained as a Floating Rate Loan will
take effect simultaneously with each change in the Alternate Base Rate. Each
Eurodollar Rate Advance shall bear interest from and including the first day of
the Interest Period applicable thereto to (but not including) the last day of
such Interest-Period at the interest rate determined as applicable to such
Eurodollar Rate Advance.

                                       25
<PAGE>
      2.7 MINIMUM AMOUNT OF EACH ADVANCE. Each Advance (other than an Advance to
repay Swing Line Loans pursuant to SECTION 2.1(B)(IV) or a Reimbursement
Obligation pursuant to SECTION 3.6 shall be in the minimum amount of $1,000,000
(and in multiples of $1,000,000 if in excess thereof), PROVIDED, HOWEVER, that
any Floating Rate Advance may be in the amount of the unused Aggregate
Commitment.

      2.8 METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR CONVERSION AND
CONTINUATION OF ADVANCES.

      (A) RIGHT TO CONVERT. The Borrower may elect from time to time, subject to
the provisions of SECTION 2.2 and this SECTION 2.8, and, for any conversion of a
Eurodollar Rate Advance other than at the end of an Interest Period, subject to
payment of amounts payable under SECTION 4.4, to convert all or any part of a
Revolving Loan of any Type into any other Type or Types of Loans.

      (B) AUTOMATIC CONVERSION AND CONTINUATION. Floating Rate Loans shall
continue as Floating Rate Loans unless and until such Floating Rate Loans are
converted into Eurodollar Rate Loans. Eurodollar Rate Loans shall continue as
Eurodollar Rate Loans until the end of the then applicable Interest Period
therefor, at which time such Eurodollar Rate Loans shall be automatically
converted into Floating Rate Loans unless the Borrower shall have given the
Agent notice in accordance with SECTION 2.8(D) requesting that, at the end of
such Interest Period, such Eurodollar Rate Loans continue as a Eurodollar Rate
Loan.

      (C) NO CONVERSION POST-DEFAULT OR POST-UNMATURED DEFAULT. Notwithstanding
anything to the contrary contained in SECTION 2.8(A) or SECTION 2.8(B), no
Revolving Loan may be converted or continued as a Eurodollar Rate Loan (except
with the consent of the Required Lenders) when any Default or Unmatured Default
has occurred and is continuing.

      (D) CONVERSION/CONTINUATION NOTICE. The Borrower shall give the Agent
irrevocable notice (a "CONVERSION/CONTINUATION NOTICE") of each conversion of a
Floating Rate Loan into a Eurodollar Rate Loan or continuation of a Eurodollar
Rate Loan not later than 11:00 a.m. (Chicago time) three (3) Business Days prior
to the date of the requested conversion or continuation, specifying: (1) the
requested date (which shall be a Business Day) of such conversion or
continuation; (2) the amount and Type of the Loan to be converted or continued;
and (3) the amount of Eurodollar Rate Loan(s) into which such Loan is to be
converted or continued and the duration of the Interest Period applicable
thereto.

      2.9 DEFAULT RATE. After the occurrence and during the continuance of a
Default, at the option of the Agent or at the direction of the Required Lenders,
the interest rate(s) applicable to the Obligations shall be equal to the
Floating Rate plus two percent (2.0%) per annum and fees payable under Section
3.7 with respect to standby Letters of Credit shall be increased by two percent
(2.0%) per annum.

      2.10 METHOD OF PAYMENT. All payments of principal, interest, and fees
hereunder shall be made, without setoff, deduction or counterclaim, in
immediately available funds to the Agent

                                       26
<PAGE>
at the Agent's address specified pursuant to ARTICLE XIV, or at any other
Lending Installation of the Agent specified in writing by the Agent to the
Borrower, by 2: 00 p.m. (Chicago time) on the date when due and shall be made
ratably among the Lenders (unless such amount is not to be shared ratably in
accordance with the terms hereof). Each payment delivered to the Agent for the
account of any Lender shall be delivered promptly by the Agent to such Lender in
the same type of funds which the Agent received at its address specified
pursuant to ARTICLE XIV or at any Lending Installation specified in a notice
received by the Agent from such Lender. The Borrower authorizes the Agent to
charge the account of the Borrower maintained with Bank One for each payment of
principal, interest, fees and other amounts as it becomes due hereunder.

      2.11 REVOLVING NOTES, TELEPHONIC NOTICES. Each Lender is authorized to
record the principal amount of each of its Revolving Loans and each repayment
with respect to its Revolving Loans on the schedule attached to its respective
Revolving Note; PROVIDED, HOWEVER, that the failure to so record shall not
affect the Borrower's obligations under any such Revolving Note. The Borrower
authorizes the Lenders and the Agent to extend Advances and Swing Line Loans,
effect selections of Types of Advances and to transfer funds based on telephonic
notices made by any person or persons the Agent or any Lender in good faith
believes to be acting on behalf of the Borrower. The Borrower agrees to deliver
promptly to the Agent a written confirmation, signed by an Authorized Officer,
if such confirmation is requested by the Agent or any Lender, of each telephonic
notice. If the written confirmation differs in any material respect from the
action taken by the Agent and the Lenders, (i) the telephonic notice shall
govern absent manifest error and (ii) the Agent or the Lender, as applicable,
shall promptly notify the Authorized Officer who provided such confirmation of
such difference.

      2.12 PROMISE TO PAY: INTEREST AND COMMITMENT FEES; INTEREST PAYMENT DATES;
INTEREST AND FEE BASIS: TAXES: LOAN AND CONTROL ACCOUNTS.

      (A) PROMISE TO PAY. The Borrower unconditionally promises to pay when due
the principal amount of each Loan and all other Obligations incurred by it, and
to pay all unpaid interest accrued thereon, in accordance with the terms of this
Agreement and the Notes.

      (B) INTEREST PAYMENT DATES. Interest accrued on each Floating Rate Loan
shall be payable on each Payment Date, commencing with the first such date to
occur after June 24, 1998 and at maturity (whether by acceleration or
otherwise). Interest accrued on each Eurodollar Rate Loan shall be payable on
the last day of its applicable Interest Period, on any date on which the
Eurodollar Rate Loan is prepaid, whether by acceleration or otherwise, and at
maturity; PROVIDED, HOWEVER, interest accrued on each Eurodollar Rate Loan
having an Interest Period longer than three months shall also be payable on the
last day of each three-month interval during such Interest Period. Interest
accrued on the principal balance of all other Obligations shall be payable in
arrears (i) on the last day of each calendar month, commencing on the first such
day following the incurrence of such Obligation, (ii) upon repayment thereof in
full or in part, and (iii) if not theretofore paid in full, at the time such
other Obligation becomes due and payable (whether by acceleration or otherwise).

      (C) COMMITMENT FEES. (i) The Borrower shall pay to the Agent, for the
      account of the Lenders in accordance with their Pro Rata Shares, from and
      after the Closing Date

                                       27
<PAGE>
      until the date on which the Aggregate Commitment shall be terminated in
      whole, a commitment fee accruing at the rate of the then Applicable
      Commitment Fee Percentage, on the amount by which (A) the Aggregate
      Commitment in effect from time to time exceeds (B) the Revolving Credit
      Obligations (MINUS Swing-Line Loans) outstanding from time to time. All
      such commitment fees payable under this CLAUSE (C) shall be payable
      quarterly in arrears on each Payment Date occurring after the Closing Date
      (with the first such payment being calculated for the period from the
      Closing Date and ending on such Payment Date), and, in addition, on the
      date on which the Aggregate Commitment shall be terminated in whole.

            (ii) The Borrower agrees to pay to the Agent for the sole account of
      the Agent and the Arranger (unless otherwise agreed between the Agent or
      the Arranger and any Lender) the fees set forth in the letter agreement
      between the Agent and the Borrower dated May 27, 1998, payable at the
      times and in the amounts set forth therein.

      (D) INTEREST AND FEE BASIS: APPLICABLE EURODOLLAR MARGIN, APPLICABLE
FLOATING RATE MARGIN AND APPLICABLE COMMITMENT FEE PERCENTAGE.

            (i) Interest on Floating Rate Loans shall be calculated for actual
      days elapsed on the basis of a 365/366-day year. Interest on all other
      Obligations and all Fees shall be calculated for actual days elapsed on
      the basis of a 360-day year. Interest shall be payable for the day an
      Obligation is incurred but not for the day of any payment on the amount
      paid if payment is received prior to 2:00 p.m. (Chicago time) at the place
      of payment. If any payment of principal of or interest on a Loan or any
      payment of any other Obligations shall become due on a day which is not a
      Business Day, such payment shall be made on the next succeeding Business
      Day and, in the case of a principal payment, such extension of time shall
      be included in computing interest in connection with such payment.

            (ii) The Applicable Eurodollar Margin, Applicable Floating Rate
      Margin and Applicable Commitment Fee Percentage shall be determined from
      time to time by reference to the table set forth below, on the basis of
      the then applicable Leverage Ratio as described in this SECTION
      2.12(D)(II), PROVIDED, HOWEVER, if utilizing the Leverage Ratio instead of
      the "Adjusted Leverage Ratio" (as defined below) would result in lowering
      the Applicable Eurodollar Margin, Applicable Floating Rate Margin and
      Applicable Commitment Fee Percentage by more than one Level as set forth
      in the table below, then the Applicable Eurodollar Margin, Applicable
      Floating Rate Margin and Applicable Commitment Fee Percentage shall be the
      Level that is one Level lower than the Level determined using the Adjusted
      Leverage Ratio. For purposes hereof "Adjusted Leverage Ratio" shall mean
      the Leverage Ratio calculated utilizing EBITDA WITHOUT taking into account
      the adjustments set forth in clauses (x) and (xi) in the definition
      thereof.

                                       28
<PAGE>
<TABLE>
<CAPTION>

                                   LEVEL I         LEVEL II        LEVEL III         LEVEL IV         LEVEL V         LEVEL VI
                                ------------    -------------    -------------    -------------    -------------    ------------
<S>                             <C>             <C>              <C>              <C>              <C>              <C>
Leverage Ratio                  less than       greater than     greater than     greater than     greater than     greater than
                                or equal to     1.50 to 1.00     2.00 to 1.00     2.50 to 1.00     3.00 to 1.00     3.50 to 1.00
                                1.50 to 1.00    and less than    and less than    and less than    and less than
                                                or equal to      or equal to      or equal to      or equal to
                                                2.00 to 1.00     2.50 to 1.00     3.00 to 1.00     3.50 to 1.00

Applicable Commitment
Fee Perentage                   0.25%           0.25%            0.375%           0.50%            0.50%            0.50%

Applicable Eurodollar Rate
Margin and Applicable L/C
Fee Percentage                  1.50%           1.75%            2.00%            2.25%            2.50%            2.75%

Applicable Floating
Rate Margin                        0%           0.25%            0.50%            0.75%            1.00%            1.25%
</TABLE>

For purposes of this SECTION 2.12(D)(II), the Leverage Ratio shall be determined
as of the last day of each fiscal quarter based upon (a) for Total Debt, Total
Debt as of the last day of each such fiscal quarter; and (b) for EBITDA, EBITDA
for the twelve-month period ending on such day calculated as set forth in the
definition thereof. Upon receipt of the financial statements delivered pursuant
to SECTIONS 7.1(A)(I) (subject to adjustment upon receipt of the financial
statements delivered pursuant to SECTION 7.1(A)(II)), the Applicable Eurodollar
Margin, Applicable Floating Rate Margin and Applicable Commitment Fee Percentage
shall be adjusted, such adjustment being effective five (5) Business Days
following the Agent's receipt of such financial statements and the compliance
certificate required to be delivered in connection therewith pursuant to SECTION
7.1(A)(III); PROVIDED, that if the Borrower shall not have timely delivered its
financial statements in accordance with SECTION 7.1(A)(I) or (II), as
applicable, then commencing on the date upon which such financial statements
should have been delivered and continuing until such financial statements are
actually delivered, it shall be assumed for purposes of determining the
Applicable Eurodollar Margin, Applicable Floating Rate Margin and Applicable
Commitment Fee Percentage that the Leverage Ratio was greater than 3.50 to 1.0.

      (E) TAXES.

            (i) Any and all payments by the Borrower hereunder shall be made
      free and clear of and without deduction for any and all present or future
      taxes, levies, imposts, deductions, charges or withholdings or any
      liabilities with respect thereto including those arising after June 24,
      1998 hereof as a result of the adoption of or any change in any law,
      treaty, rule, regulation, guideline or determination of a Governmental
      Authority or any change in the interpretation or application thereof by a
      Governmental Authority but excluding, in the case of each Lender and the
      Agent, such taxes (including income taxes, franchise taxes and branch
      profit taxes) as are imposed on or measured by such Lender's or Agent's,
      as the case may be, income by the United States of America or any
      Governmental Authority of the jurisdiction under the laws of which such
      Lender or Agent, as the case may be, is organized (all such non-excluded
      taxes, levies, imposts, deductions, charges, withholdings, and liabilities
      which the Agent or a Lender determines

                                       29
<PAGE>
      to be applicable to this Agreement, the other Loan Documents, the
      Commitments, the Loans or the Letters of Credit being hereinafter referred
      to as "TAXES"). If the Borrower shall be required by law to deduct any
      Taxes from or in respect of any sum payable hereunder or under the other
      Loan Documents to any Lender or the Agent (other than due to a Lender's
      failure to comply with SECTION 2.12(E(VII)), (i) the sum payable shall be
      increased as may be necessary so that after making all required deductions
      (including deductions applicable to additional sums payable under this
      SECTION 2.12(E)) such Lender or the Agent (as the case may be) receives an
      amount equal to the sum it would have received had no such deductions been
      made, (ii) the Borrower shall make such deductions, and (iii) the Borrower
      shall pay the full amount deducted to the relevant taxation authority or
      other authority in accordance with applicable law. If a withholding tax of
      the United States of America or any other Governmental Authority shall be
      or become applicable (y) after June 24, 1998, to such payments by the
      Borrower made to the Lending Installation or any other office that a
      Lender may claim as its Lending Installation, or (z) after such Lender's
      selection and designation of any other Lending Installation, to such
      payments made to such other Lending Installation, such Lender shall use
      reasonable efforts to make, fund and maintain its Loans through another
      Lending Installation of such Lender in another jurisdiction so as to
      reduce the Borrower's liability hereunder, if the making, funding or
      maintenance of such Loans through such other Lending Installation of such
      Lender does not, in the judgment of such Lender, otherwise adversely
      affect such Loans, or obligations under the Commitments or such Lender.

            (ii) In addition, the Borrower agrees to pay any present or future
      stamp or documentary taxes or any other excise or property taxes, charges,
      or similar levies which arise from any payment made hereunder, from the
      issuance of Letters of Credit hereunder, or from the execution, delivery
      or registration of, or otherwise with respect to, this Agreement, the
      other Loan Documents, the Commitments, the Loans or the Letters of Credit
      (hereinafter referred to as "OTHER TAXES").

            (iii) The Borrower indemnifies each Lender and the Agent for the
      full amount of Taxes and Other Taxes (including, without limitation, any
      Taxes or Other Taxes imposed by any Governmental Authority on amounts
      payable under this SECTION 2.1(E)) paid by such Lender or the Agent (as
      the case may be) and any liability (including penalties, interest, and
      expenses) arising therefrom or with respect thereto, whether or not such
      Taxes or Other Taxes were correctly or legally asserted. This
      indemnification shall be made within thirty (30) days after the date such
      Lender or the Agent (as the case may be) makes written demand therefor. A
      certificate as to any additional amount payable to any Lender or the Agent
      under this SECTION 2.12(E) submitted to the Borrower and the Agent (if a
      Lender is so submitting) by such Lender or the Agent shall show in
      reasonable detail the amount payable and the calculations used to
      determine such amount and shall, absent manifest error, be final,
      conclusive and binding upon all parties hereto. With respect to such
      deduction or withholding for or on account of any Taxes and to confirm
      that all such Taxes have been paid to the appropriate Governmental
      Authorities, the Borrower shall promptly (and in any event not later than
      thirty (30) days after receipt) furnish to each Lender and the Agent such
      certificates, receipts and other documents as

                                       30
<PAGE>
      may be required (in the judgment of such Lender or the Agent) to establish
      any tax credit to which such Lender or the Agent may be entitled.

            (iv) Within thirty (30) days after the date of any payment of Taxes
      or Other Taxes by the Borrower, the Borrower shall furnish to the Agent
      the original or a certified copy of a receipt evidencing payment thereof.

            (v) Without prejudice to the survival of any other agreement of the
      Borrower hereunder, the agreements and obligations of the Borrower
      contained in this SECTION 2.12(E) shall survive the payment in full of
      principal and interest hereunder, the termination of the Letters of Credit
      and the termination of this Agreement.

            (vi) Without limiting the obligations of the Borrower under this
      SECTION 2.12(E), each Lender that is not created or organized under the
      laws of the United States of America or a political subdivision thereof
      shall deliver to the Borrower and the Agent on or before June 24, 1998,
      or, if later, the date on which such Lender becomes a Lender pursuant to
      SECTION 13.3, a true and accurate certificate executed in duplicate by a
      duly authorized officer of such Lender, in a form satisfactory to the
      Borrower and the Agent, to the effect that such Lender is capable under
      the provisions of an applicable tax treaty concluded by the United States
      of America (in which case the certificate shall be accompanied by two
      executed copies of Form 1001 of the IRS) or under Section 1442 of the Code
      (in which case the certificate shall be accompanied by two copies of Form
      4224 of the IRS) of receiving payments of interest hereunder without
      deduction or withholding of United States federal income tax. Each such
      Lender further agrees to deliver to the Borrower and the Agent from time
      to time a true and accurate certificate executed in duplicate by a duly
      authorized officer of such Lender substantially in a form satisfactory to
      the Borrower and the Agent, before or promptly upon the occurrence of any
      event requiring a change in the most recent certificate previously
      delivered by it to the Borrower and the Agent pursuant to this SECTION
      2.12(E)(VI). Further, each Lender which delivers a certificate accompanied
      by Form 1001 of the IRS covenants and agrees to deliver to the Borrower
      and the Agent within fifteen (15) days prior to January 1, 1999, and every
      third (3rd) anniversary of such date thereafter on which this Agreement is
      still in effect, another such certificate and two accurate and complete
      original signed copies of Form 1001 (or any successor form or forms
      required under the Code or the applicable regulations promulgated
      thereunder), and each Lender that delivers a certificate accompanied by
      Form 4224 of the IRS covenants and agrees to deliver to the Borrower and
      the Agent within fifteen (15) days prior to the beginning of each
      subsequent taxable year of such Lender during which this Agreement is
      still in effect, another such certificate and two accurate and complete
      original signed copies of IRS Form 4224 (or any successor form or forms
      required under the Code or the applicable regulations promulgated
      thereunder). Each such certificate shall certify as to one of the
      following:

                  (a) that such Lender is capable of receiving payments of
            interest hereunder without deduction or withholding of United States
            of America federal income tax;

                                       31
<PAGE>
                  (b) that such Lender is not capable of receiving payments of
            interest hereunder without deduction or withholding of United States
            of America federal income tax as specified therein but is capable of
            recovering the full amount of any such deduction or withholding from
            a source other than the Borrower and will not seek any such recovery
            from the Borrower; or

                  (c) that, as a result of the adoption of or any change in any
            law, treaty, rule, regulation, guideline or determination of a
            Governmental Authority or any change in the interpretation or
            application thereof by a Governmental Authority after the date such
            Lender became a party hereto, such Lender is not capable of
            receiving payments of interest hereunder without deduction or
            withholding of United States of America federal income tax as
            specified therein and that it is not capable of recovering the full
            amount of the same from a source other than the Borrower.

      Each Lender shall promptly furnish to the Borrower and the Agent such
      additional documents as may be reasonably required by the Borrower or the
      Agent to establish any exemption from or reduction of any Taxes or Other
      Taxes required to be deducted or withheld and which may be obtained
      without undue expense to such Lender.

      (F) LOAN ACCOUNT. Each Lender shall maintain in accordance with its usual
practice an account or accounts (a "Loan Account") evidencing the Obligations of
the Borrower to such Lender owing to such Lender from time to time, including
the amount of principal and interest payable and paid to such Lender from time
to time hereunder and under the Notes.

      (G) CONTROL ACCOUNT. The Register maintained by the Agent pursuant to
SECTION 13.3(C) shall include a control account, and a subsidiary account for
each Lender, in which accounts (taken together) shall be recorded (i) the date
and amount of each Advance made hereunder, the type of Loan comprising such
Advance and any Interest Period applicable thereto, (ii) the effective date and
amount of each Assignment Agreement delivered to and accepted by it and the
parties thereto pursuant to SECTION 13.3, (iii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder or under the Notes, (iv) the amount of any sum received by the
Agent from the Borrower hereunder and each Lender's share thereof (v) the amount
of any increase of the Aggregate Commitment pursuant to SECTION 2.4(B) and the
applicable Lenders with respect thereto and (vi) all other appropriate debits
and credits as provided in this Agreement, including, without limitation, all
fees, charges, expenses and interest.

      (H) ENTRIES BINDING. The entries made in the Register and each Loan
Account shall be conclusive and binding for all purposes, absent manifest error,
unless the Borrower objects to information contained in the Register and each
Loan Account within thirty (30) days of the Borrower's receipt of such
information.

      2.13 NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND AGGREGATE
COMMITMENT REDUCTIONS. Promptly after receipt thereof, the Agent will notify
each Lender of the contents of each Aggregate Commitment reduction notice,
Commitment Increase Notice,

                                       32
<PAGE>
Borrowing Notice, Continuation/Conversion Notice, and repayment notice received
by it hereunder. The Agent will notify each Lender of the interest rate
applicable to each Eurodollar Rate Loan promptly upon determination of such
interest rate and will give each Lender prompt notice of each change in the
Alternate Base Rate.

      2.14 LENDING INSTALLATIONS. Each Lender may book its Loans at any Lending
Installation selected by such Lender and may change its Lending Installation
from time to time. All terms of this Agreement shall apply to any such Lending
Installation and the Revolving Notes shall be deemed held by each Lender for the
benefit of such Lending Installation. Each Lender may, by written or facsimile
notice to the Agent and the Borrower, designate a Lending Installation through
which Loans will be made by it and for whose account Loan payments are to be
made.

      2.15 NON-RECEIPT OF FUNDS BY THE AGENT. Unless the Borrower or a Lender,
as the case may be, notifies the Agent prior to the date on 'Which it is
scheduled to make payment to the Agent of (i) in the case of a Lender, the
proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that it does not
intend to make such payment, the Agent may assume that such payment has been
made. The Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or the Borrower, as the case may be, has not in fact made such
payment to the Agent, the recipient of such payment shall, on demand by the
Agent, repay to the Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by the Agent until the date the Agent recovers such
amount at a rate per annum equal to (i) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day or (ii) in the case of payment by the
Borrower, the interest rate applicable to the relevant Loan.

      2.16 TERMINATION DATE. This Agreement shall be effective until the
Termination Date. Notwithstanding the termination of this Agreement on the
Termination Date, until all of the Obligations (other than contingent indemnity
obligations) shall have been fully and indefeasibly paid and satisfied, all
financing arrangements among the Borrower and the Lenders in connection with
this Agreement shall have been terminated (other than under agreements with
respect to Hedging Obligations) and all of the Letters of Credit shall have
expired, been canceled or terminated, all of the rights and remedies under this
Agreement and the other Loan Documents shall survive and the Agent shall be
entitled to retain its security interest in and to all existing and future
Collateral.

      2.17 REPLACEMENT OF CERTAIN LENDERS. In the event a Lender ("AFFECTED
LENDER") shall have: (i) failed to fund its Pro Rata Share of any Advance
requested by the Borrower, or to fund a Revolving Loan in order to repay Swing
Line Loans pursuant to SECTION 2.1 (B)(IV), which such Lender is obligated to
fund under the terms of this Agreement and which failure has not been cured,
(ii) requested compensation from the Borrower under SECTIONS 2.12(E), 4.1 or 4.2
to recover Taxes, Other Taxes or other additional costs incurred by such Lender
which are not being incurred generally by the other Lenders, (iii) delivered a
notice pursuant to SECTION 4.3 claiming that such Lender is unable to extend
Eurodollar Rate Loans to the Borrower for reasons not generally applicable to
the other Lenders or (iv) has invoked SECTION 10.2, then, in any such

                                       33
<PAGE>
case, the Borrower or the Agent may make written demand on such Affected Lender
(with a copy to the Agent in the case of a demand by the Borrower and a copy to
the Borrower in the case of a demand by the Agent) for the Affected Lender to
assign, and such Affected Lender shall use its best efforts to assign pursuant
to one or more duly Assignment Agreements five (5) Business Days after the date
of such demand, to one or more financial institutions that comply with the
provisions of SECTION 13.3(A) which the Borrower or the Agent, as the case may
be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such
Affected Lender's rights and obligations under this Agreement and the other Loan
Documents (including, without limitation, its Commitment, all Loans owing to it,
all of its participation interests in existing Letters of Credit, and its
obligation to participate in additional Letters of Credit hereunder) in
accordance with SECTION 13.3. The Agent agrees, upon the occurrence of such
events with respect to an Affected Lender and upon the written request of the
Borrower, to use its reasonable efforts to obtain the Commitments from one or
more financial institutions to act as a Replacement Lender. The Agent is
authorized to execute one or more of such assignment agreements as
attorney-in-fact for any Affected Lender failing to execute and deliver the same
within five (5) Business Days after the date of such demand. Further, with
respect to such assignment the Affected Lender shall have concurrently received,
in cash, all amounts due and owing to the Affected Lender hereunder or under any
other Loan Document, including, without limitation, the aggregate outstanding
principal amount of the Loans owed to such Lender, together with accrued
interest thereon through the date of such assignment, amounts payable under
SECTIONS 2.12(E), 4.1, and 4.2 with respect to such Affected Lender and
compensation payable under SECTION 2.12(C) in the event of any replacement of
any Affected Lender under CLAUSE (II) or CLAUSE (III) of this SECTION 2.17;
PROVIDED that upon such Affected Lender's replacement, such Affected Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of SECTIONS 2.1(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees
accrued for its account hereunder and not yet paid, and shall continue to be
obligated under SECTION 11.8. Upon the replacement of any Affected Lender
pursuant to this SECTION 2.17, the provisions of SECTION 9.2 shall continue to
apply with respect to Advances which are then outstanding with respect to which
the Affected Lender failed to fund its Pro Rata Share and which failure has not
been cured.

ARTICLE III:  THE LETTER OF CREDIT FACILITY

      3.1 OBLIGATION TO ISSUE. Subject to the terms and conditions of this
Agreement and in reliance upon the representations, warranties and covenants of
the Borrower herein set forth, each Issuing Bank hereby agrees to issue for the
account of the Borrower through such Issuing Bank's branches as it and the
Borrower may jointly agree, one or more Letters of Credit in accordance with
this ARTICLE III, from time to time during the period, commencing on June 24,
1998 and ending on the Business Day prior to the Termination Date.

      3.2 TYPES AND AMOUNTS. No Issuing Bank shall have any obligation to and no
Issuing Bank shall:

            (i) issue any Letter of Credit if on the date of issuance, before or
      after giving effect to the Letter of Credit requested hereunder, (a) the
      Revolving Credit Obligations at

                                       34
<PAGE>
      such time would exceed the Aggregate Commitment at such time, or (b) the
      aggregate outstanding amount of the L/C Obligations would exceed
      $10,000,000; or

            (ii) issue any Letter of Credit which has an expiration date later
      than the date which is the earlier of one (1) year after the date of
      issuance thereof or five (5) Business Days immediately preceding the
      Termination Date.

      3.3 CONDITIONS. In addition to being subject to the satisfaction of the
conditions contained in Sections 5.1 and 5.2, the obligation of an Issuing Bank
to issue any Letter of Credit is subject to the satisfaction in full of the
following conditions:

            (i) the Borrower shall have delivered to the applicable Issuing Bank
      at such times and in such manner as such Issuing Bank may reasonably
      prescribe, a request for issuance of such Letter of Credit in
      substantially the form of EXHIBIT F hereto, duly executed applications for
      such Letter of Credit, and such other documents, instructions and
      agreements as may be reasonably required pursuant to the terms thereof,
      and the proposed Letter of Credit shall be reasonably satisfactory to such
      Issuing Bank as to form and content; and

            (ii) as of the date of issuance no order, judgment or decree of any
      court, arbitrator or Governmental Authority shall purport by its terms to
      enjoin or restrain the applicable Issuing Bank from issuing such Letter of
      Credit and no law, rule or regulation applicable to such Issuing Bank and
      no request or directive (whether or not having the force of law) from a
      Governmental Authority with jurisdiction over such Issuing Bank shall
      prohibit or request that such Issuing Bank refrain from the issuance of
      Letters of Credit generally or the issuance of that Letter of Credit.

If any provision in a letter of credit application delivered in connection with
the foregoing is inconsistent with or more restrictive than a provision
contained in this Agreement, the provisions contained in this Agreement shall
control.

      3.4 PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT. (a) Subject to the terms
and conditions of this ARTICLE III and provided that the applicable conditions
set forth in SECTIONS 5.1 and 5.2 hereof have been satisfied, the applicable
Issuing Bank shall, on the requested date, issue a Letter of Credit on behalf of
the Borrower in accordance with such Issuing Bank's usual and customary business
practices and, in this connection, such Issuing Bank may assume that the
applicable conditions set forth in SECTION 5.2 hereof have been satisfied unless
it shall have received notice to the contrary from the Agent or a Lender or has
knowledge that the applicable conditions have not been met.

      (b) The applicable Issuing Bank shall give the Agent written or telex
notice, or telephonic notice confirmed promptly thereafter in writing, of the
issuance of a Letter of Credit, PROVIDED, HOWEVER, that the failure to provide
such notice shall not result in any liability on the part of such Issuing Bank.

                                       35
<PAGE>
      (c) No Issuing Bank shall extend or amend any Letter of Credit unless the
requirements of this Section 3.4 are met as though a new Letter of Credit was
being requested and issued.

      3.5 LETTER OF CREDIT PARTICIPATION. Unless a Lender shall have notified
the Issuing Bank, prior to its issuance of a Letter of Credit, that any
applicable condition precedent set forth in SECTIONS 5.1 and 5.2 had not then
been satisfied, immediately upon the issuance of each other Letter of Credit
hereunder, each Lender shall be deemed to have automatically, irrevocably and
unconditionally purchased and received from the applicable Issuing Bank an
undivided interest and participation in and to such Letter of Credit, the
obligations of the Borrower in respect thereof, and the liability of such
Issuing Bank thereunder (collectively, an "L/C INTEREST") in an amount equal to
the amount available for drawing under such Letter of Credit multiplied by such
Lender's Pro Rata Share. Each Issuing Bank will notify each Lender promptly upon
presentation to it of an L/C Draft or upon any other draw under a Letter of
Credit. On or before the Business Day on which an Issuing Bank makes payment of
each such L/C Draft or, in the case of any other draw on a Letter of Credit, on
demand by the Agent, each Lender shall make payment to the Agent, for the
account of the applicable Issuing Bank, in immediately available funds in an
amount equal to such Lender's Pro Rata Share of the amount of such payment or
draw. The obligation of each Lender to reimburse the Issuing Banks under this
Section 3.5 shall be unconditional, continuing, irrevocable and absolute;
PROVIDED, HOWEVER, the obligation of each Lender shall not extend to payments
made under a Letter of Credit resulting from the Issuing Bank's Gross Negligence
or willful misconduct in honoring any L/C Draft. In the event that any Lender
fails to make payment to the Agent of any amount due under this SECTION 3.5, the
Agent shall be entitled to receive, retain and apply against such obligation the
principal and interest otherwise payable to such Lender hereunder until the
Agent receives such payment from such Lender or such obligation is otherwise
fully satisfied; PROVIDED, HOWEVER, that nothing contained in this sentence
shall relieve such Lender of its obligation to reimburse the applicable Is suing
Bank for such amount in accordance with this SECTION 3.5.

      3.6 REIMBURSEMENT OBLIGATION. The Borrower agrees unconditionally,
irrevocably and absolutely to pay immediately to the Agent, for the account of
the Lenders, the amount of each advance which may be drawn under or pursuant to
a Letter of Credit or an L/C Draft related thereto (such obligation of the
Borrower to reimburse the Agent for an advance made under a Letter of Credit or
L/C Draft being hereinafter referred to as a "REIMBURSEMENT OBLIGATION" with
respect to such Letter of Credit or L/C Draft). If the Borrower at any time
fails to repay a Reimbursement Obligation pursuant to this SECTION 3.6, the
Borrower shall be deemed to have elected to borrow Revolving Loans from the
Lenders, as of the date of the advance giving rise to the Reimbursement
Obligation, equal in amount to the amount of the unpaid Reimbursement
Obligation. Such Revolving Loans shall be made as of the date of the payment
giving rise to such Reimbursement Obligation, automatically, without notice and
without any requirement to satisfy the conditions precedent otherwise applicable
to an Advance of Revolving Loans. Such Revolving Loans shall constitute a
Floating Rate Advance, the proceeds of which Advance shall be used to repay such
Reimbursement Obligation. If, for any reason, the Borrower fails to repay a
Reimbursement Obligation on the day such Reimbursement Obligation arises and,
for any reason, the Lenders are unable to make or have no obligation to make
Revolving Loans, then

                                       36
<PAGE>
such Reimbursement Obligation shall bear interest from and after such day, until
paid in full, at the interest rate applicable to a Floating Rate Advance.

      3.7 LETTER OF CREDIT FEES. The Borrower agrees to pay (i) quarterly, in
arrears, on each Payment Date to the Agent a letter of credit fee at a rate per
annum equal to the Applicable L/C Fee Percentage on the average daily
outstanding face amount available for drawing under all Letters of Credit from
which 0.125% shall be payable to the applicable Issuing Bank for their sole
account as a fronting fee and the balance of which shall be payable to the Agent
for the ratable benefit of the Lenders, except as set forth in SECTION 9.2, and
(ii) to the Agent for the benefit of each Issuing Bank, all customary fees and
other issuance, amendment, document examination, negotiation and presentment
expenses and related charges in connection with the issuance, amendment,
presentation of L/C Drafts, and the like customarily charged by the Issuing
Banks with respect to standby and commercial Letters of Credit), payable at the
time of invoice of such amounts.


      3.8 ISSUING BANK REPORTING REQUIREMENTS. In addition to the notices
required by SECTION 3.4(C), each Issuing Bank shall, no later than the tenth
Business Day following the last day of each month, provide to the Agent, upon
the Agent's request, schedules, in form and substance reasonably satisfactory to
the Agent, showing the date of issue, account party, amount, expiration date and
the reference number of each Letter of Credit issued by it outstanding at any
time during such month and the aggregate amount payable by the Borrower during
such month. In addition, upon the request of the Agent, each Issuing Bank shall
furnish to the Agent copies of any Letter of Credit and any application for or
reimbursement agreement with respect to a Letter of Credit to which the Issuing
Bank is party and such other documentation as may reasonably be requested by the
Agent. Upon the request of any Lender, the Agent will provide to such Lender
information concerning such Letters of Credit.


      3.9 INDEMNIFICATION, EXONERATION. (a) In addition to amounts payable as
elsewhere provided in this Article III, the Borrower hereby agrees to protect,
indemnify, pay and save harmless the Agent, each Issuing Bank and each Lender
from and against any and all liabilities and costs which the Agent, such Issuing
Bank or such Lender may incur or be subject to as a consequence, direct or
indirect, of (i) the issuance of any Letter of Credit other than, in the case of
the applicable Issuing Bank, as a result of its Gross Negligence or willful
misconduct, as determined by the final judgment of a court of competent
jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a
drawing under a Letter of Credit as a result of any act or omission, whether
rightful or wrongful, of any present or future DE JURE or DE FACTO Governmental
Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

      (b) As among the Borrower, the Lenders, the Agent and the Issuing Banks,
the Borrower assumes all risks of the acts and omissions of, or misuse of such
Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance
and not in limitation of the foregoing, subject to the provisions of the Letter
of Credit applications and Letter of Credit reimbursement agreements executed by
the Borrower at the time of request for any Letter of Credit, neither the Agent,
any Issuing Bank nor any Lender shall be responsible (in the absence of Gross

                                       37
<PAGE>
Negligence or willful misconduct in connection therewith, as determined by the
final judgment of a court of competent jurisdiction): (i) for the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
the Letters of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) 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; (iii) for failure of the beneficiary of a
Letter of Credit to comply duly with conditions required in order to draw upon
such Letter of Credit; (iv) for errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex, or
other similar form of teletransmission or otherwise; (v) for errors in
interpretation of technical trade terms; (vi) for any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any Letter of Credit or of the proceeds thereof, (vii) for the
misapplication by the beneficiary of a Letter of Credit of the proceeds of any
drawing under such Letter of Credit; and (viii) for any consequences arising
from causes beyond the control of the Agent, the Issuing Banks and the Lenders,
including, without limitation, any Governmental Acts. None of the above shall
affect, impair, or prevent the vesting of any Issuing Bank's rights or powers
under this SECTION 3.9.

      (c) In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by any Issuing
Bank under or in connection with the Letters of Credit or any related
certificates shall not, in the absence of Gross Negligence or willful
misconduct, as determined by the final judgment of a court of competent
jurisdiction, put the applicable Issuing Bank, the Agent or any Lender under any
resulting liability to the Borrower or relieve the Borrower of any of its
obligations hereunder to any such Person.

      (d) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this SECTION 3.9 shall survive the payment in full of principal and interest
hereunder, the termination of the Letters of Credit and the termination of this
Agreement.

      3.10 CASH COLLATERAL. Notwithstanding anything to the contrary herein or
in any application for a Letter of Credit, after the occurrence and during the
continuance of Default, the Borrower shall, upon the Agent's demand, deliver to
the Agent for the benefit of the Lenders and the Issuing Banks, cash, or other
collateral of a type satisfactory to the Required Lenders, having a value, as
determined by such Lenders, equal to the aggregate outstanding L/C Obligations.
In addition, if the Revolving Credit Availability is at any time less than the
amount of contingent L/C Obligations outstanding at any time, the Borrower shall
deposit cash collateral with the Agent in an amount equal to the amount by which
such L/C Obligations exceed such Revolving Credit Availability. Any such
collateral shall be held by the Agent in a separate account appropriately
designated as a cash collateral account in relation to this Agreement and the
Letters of Credit and retained by the Agent for the benefit of the Lenders and
the Issuing Banks as collateral security for the Borrower's obligations in
respect of this Agreement and each of the Letters of Credit and L/C Drafts. Such
amounts shall be applied to reimburse the Issuing Banks for drawings or payments
under or pursuant to Letters of Credit or L/C Drafts, or if no such
reimbursement is required, to payment of such of the other Obligations as the
Agent shall

                                       38
<PAGE>
determine. If no Default shall be continuing, amounts remaining in any cash
collateral account established pursuant to this SECTION 3.10 which are not to be
applied to reimburse an Issuing Bank for amounts actually paid or to be paid by
such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be
returned to the Borrower (after deduction of the Agent's expenses incurred in
connection with such cash collateral account).

ARTICLE IV: CHANGE IN CIRCUMSTANCES

      4.1 YIELD PROTECTION. If any law or any governmental or quasi-governmental
rule, regulation, policy, guideline or directive (whether or not having the
force of law) adopted after June 24, 1998 and having general applicability to
all banks within the jurisdiction in which such Lender operates (excluding, for
the avoidance of doubt, the effect of and phasing in of capital requirements or
other regulations or guidelines passed prior to June 24, 1998), or any
interpretation or application thereof by any Governmental Authority charged with
the interpretation or application thereof, or the compliance of any Lender
therewith,

            (i) to the extent not otherwise covered pursuant to the provisions
      of SECTION 2.12(E), subjects any Lender or any applicable Lending
      Installation to any tax, duty, charge or withholding on or from payments
      due from the Borrower (excluding, in the case of each Lender and the
      Agent, such taxes (including income taxes, franchise taxes and branch
      profit taxes) as are imposed on or measured by such Lender's or Agent's,
      as the case may be, income by the United States of America or any
      Governmental Authority of the jurisdiction under the laws of which such
      Lender or Agent, as the case may be, is organized ), or changes the basis
      of taxation of payments to any Lender in respect of its Loans, its L/C
      Interests, the Letters of Credit or other amounts due it hereunder, or

            (ii) imposes or increases or deems applicable any reserve,
      assessment, insurance charge, special deposit or similar requirement
      against assets of, deposits with or for the account of, or credit extended
      by, any Lender or any applicable Lending Installation (other than reserves
      and assessments taken into account in determining the interest rate
      applicable to Eurodollar Rate Loans) with respect to its Loans, L/C
      Interests or the Letters of Credit, or

            (iii) imposes any other condition the result of which is to increase
      the cost to any Lender or any applicable Lending Installation of making,
      funding or maintaining the Loans, the L/C Interests or the Letters of
      Credit or reduces any amount received by any Lender or any applicable
      Lending Installation in connection with Loans or Letters of Credit, or
      requires any Lender or any applicable Lending Installation to make any
      payment calculated by reference to the amount of Loans or L/C Interests
      held or interest received by it or by reference to the Letters of Credit,
      by an amount deemed material by such Lender;

and the result of any of the foregoing is to increase the cost to that Lender of
making, renewing or maintaining its Loans, L/C Interests or Letters of Credit or
to reduce any amount received under this Agreement, then, within 15 days after
receipt by the Borrower of written demand by

                                       39
<PAGE>
such Lender pursuant to SECTION 4.5 the Borrower shall pay such Lender that
portion of such increased expense incurred or reduction in an amount received
which such Lender determines is attributable to making, funding and maintaining
its Loans, L/C Interests, Letters of Credit and its Commitment.

      4.2 CHANGES IN CAPITAL ADEQUACY REGULATIONS. If a Lender determines (i)
the amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporation controlling such Lender
is increased as a result of a "Change" (as defined below), and (ii) such
increase in capital will result in an increase in the cost to such Lender of
maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to
make Loans hereunder, then, within 15 days after receipt by the Borrower of
written demand by such Lender pursuant to SECTION 4.5, the Borrower shall pay
such Lender the amount necessary to compensate for any shortfall in the rate of
return on the portion of such increased capital which such Lender determines is
attributable to this Agreement, its Loans, its L/C Interests, the Letters of
Credit or its obligation to make Loans hereunder (after taking into account such
Lender's policies as to capital adequacy). "CHANGE" means (i) any change after
June 24, 1998 of this Agreement in the "Risk-Based Capital Guidelines" (as
defined below) excluding, for the avoidance of doubt, the effect of any phasing
in of such Risk-Based Capital Guidelines or any other capital requirements
passed prior to June 24, 1998, or (ii), any adoption of or change in any other
law, governmental or quasi-governmental rule, regulation, policy, guideline,
interpretation, or directive (whether or not having the force of law) after June
24, 1998 and having general applicability to all banks and financial
institutions within the jurisdiction in which such Lender operates which affects
the amount of capital required or expected to be maintained by any Lender or any
Lending Installation or any corporation controlling any Lender. "RISK-BASED
CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in effect in the
United States on June 24, 1998, including transition rules, and (ii) the
corresponding capital regulations promulgated by regulatory authorities outside
the United States implementing the July 1988 report of the Basle Committee on
Banking Regulation and Supervisory Practices Entitled "International Convergence
of Capital Measurements and Capital Standards," including transition rules, and
any amendments to such regulations adopted prior to June 24, 1998.

      4.3 AVAILABILITY OF TYPES OF ADVANCES. If (i) any Lender determines that
maintenance of its Eurodollar Rate Loans at a suitable Lending Installation
would violate any applicable law, rule, regulation or directive, whether or not
having the force of law, or (ii) the Required Lenders determine that (x)
deposits of a type and maturity appropriate to match fund Eurodollar Rate
Advances are not available or (y) the interest rate applicable to a Type of
Advance does not accurately reflect the cost of making or maintaining such an
Advance, then the Agent shall suspend the availability of the affected Type of
Advance and, in the case of any occurrence set forth in clause (i) require any
Advances of the affected Type to be converted to Floating Rate Loans until the
circumstances giving rise to such suspension no longer exist.

      4.4 FUNDING INDEMNIFICATION. If any payment of a Eurodollar Rate Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment, or otherwise, or a Eurodollar Rate
Advance is not made on the date specified by the Borrower for any reason other
than default by the Lenders, or a Eurodollar Rate Advance is converted on a day
other than the last day of the applicable Interest Period, the

                                       40
<PAGE>
Borrower indemnifies each Lender for any loss or cost incurred by it resulting
therefrom (including loss of profit other than loss of profit represented by the
Applicable Eurodollar Margin which would have been payable for such Interest
Period), including, without limitation, any loss or cost in liquidating or
employing deposits acquired to fund or maintain the Eurodollar Rate Advance. In
connection with (a) any assignment by any Lender of any portion of the Loans
made pursuant to SECTION 13.3 and made during the Syndication Period, and if,
notwithstanding the provisions of SECTION 2.2, the Borrower has requested and
the Agent has consented to the use of the Eurodollar Rate and (b) any assignment
by any Lender of any portion of the Loans made pursuant to SECTION 2.4(C), the
Borrower shall be deemed to have repaid all outstanding Eurodollar Rate Advances
as of the effective date of such assignment and reborrowed such amount as a
Floating Rate Advance and/or Eurodollar Rate Advance (chosen in accordance with
the provisions of SECTION 2.2) and the indemnification provisions under this
SECTION 4.4 shall apply.

      4.5 LENDER STATEMENTS: SURVIVAL OF INDEMNITY. If reasonably possible, each
Lender shall designate an alternate Lending Installation with respect to its
Eurodollar Rate Loans to reduce any liability of the Borrower to such Lender
under SECTIONS 4.1 and 4.2 or to avoid the unavailability of a Type of Advance
under SECTION 4.3, so long as such designation is not disadvantageous to such
Lender. Each Lender requiring compensation pursuant to SECTION 2.12(E) or to
this ARTICLE IV shall use its reasonable efforts to notify the Borrower and the
Agent in writing of any Change, law, policy, rule, guideline or directive giving
rise to, such demand for compensation not later than ninety (90) days following
the date upon which the responsible account officer of such Lender knows or
should have known of such Change, law, policy,, rule, guideline or directive;
provide however, that the failure to so notify the Borrower shall not affect the
Borrower's obligations under this SECTION 4.5. Any demand for compensation
pursuant to this ARTICLE IV shall be in writing and shall state the amount due,
if any, under SECTION 4.1, 4.2 or 4.4 and shall set forth in reasonable detail
the calculations upon which such Lender determined such amount. Such written
demand shall be rebuttably presumed correct for all purposes. Determination of
amounts payable under such Sections in connection with a Eurodollar Rate Loan
shall be calculated as though each Lender funded its Eurodollar Rate Loan
through the purchase of a deposit of the type and maturity corresponding to the
deposit used as a reference in determining the Eurodollar Rate applicable to
such Loan, whether in fact that is the case or not. The obligations of the
Borrower under SECTIONS 4.1, 4.2 and 4.4 shall survive payment of the
Obligations and termination of this Agreement.

ARTICLE V: CONDITIONS PRECEDENT

      5.1 INITIAL ADVANCES AND LETTERS OF CREDIT. The Lenders shall not be
required to make the initial Loans or issue any Letters of Credit or purchase
any participations therein unless (i) no law, regulation, order, judgment or
decree of any Governmental Authority shall, and the Agent shall not have
received any notice that litigation is pending or threatened which is likely to,
(A) enjoin, prohibit or restrain the making of the initial Loans on June 24,
1998 or (B) impose or result in the imposition of a Material Adverse Effect;
(ii) there shall have occurred no material adverse change in the primary and
secondary loan syndication markets or capital markets generally; and (iii) the
Borrower has furnished to the Agent each of the following, with sufficient
copies for the Lenders, all in form and substance satisfactory to the Agent and
the Lenders:

                                       41
<PAGE>
            (a) Copies, certified by the Secretary or Assistant Secretary of the
      Borrower and each Guarantor, of its articles or certificate of
      incorporation (which copies for the Borrower shall be certified as of a
      recent date by the appropriate governmental officer in its respective
      jurisdiction of incorporation), its by-laws and of its Board of Directors'
      resolutions (and resolutions of other bodies, if any are deemed necessary
      by counsel for any Lender) authorizing the execution of the Loan
      Documents;

            (b) An incumbency certificate, executed by the Secretary or
      Assistant Secretary of the Borrower and each Guarantor, which shall
      identify by name and title and bear the signature of the officers of the
      Borrower and Guarantors authorized to sign the Loan Documents and, in the
      case of the Borrower, to request Loans and Letters of Credit hereunder,
      upon which certificate the Lenders shall be entitled to rely until
      informed of any change in writing by the Borrower;

            (c) A certificate, in form and substance satisfactory to the Agent,
      signed by the chief financial officer or treasurer of the Borrower, (i)
      stating that on the Closing Date no Default or Unmatured Default has
      occurred and is continuing, and (ii) setting forth the calculation of the
      Leverage Ratio as of the Closing Date;

            (d) A written opinion of the Borrower's and Guarantors' counsel
      (domestic and foreign), addressed to the Agent and the Lenders, in
      substantially the forms attached as EXHIBIT G hereto;

            (e) Revolving Notes payable to the order of each of the applicable
      Lenders;

            (f) A Swing Line Note payable to the order of Bank One;

            (g) Written money transfer instructions reasonably requested by the
      Agent, addressed to the Agent and signed by an Authorized Officer;

            (h)   The Guaranty executed by each of the Guarantors,

            (i) The Pledge Agreements executed by the Borrower in connection
      with which the Borrower shall have delivered stock certificates, stock
      powers and UCC-1 financing statements (together, in the case of the pledge
      of the stock of Promari with such other documentation as may be necessary
      to insure the Agent has a first priority perfected security interest
      therein);

            (j) Copies of each environmental assessment report conducted by the
      Borrower or any of its Subsidiaries with respect to their operations or
      properties;

            (k) Written information satisfactory to the Agent demonstrating that
      the Borrower and its Subsidiaries (i) have made a complete and full
      assessment of their Year 2000 issues; (ii) have a realistic and achievable
      program for remediating the Year 2000

                                       42
<PAGE>
      issues on a timely basis; and (iii) do not reasonably anticipate that Year
      2000 Issues will have a Material Adverse Effect; and

            (1) Such other documents as the Agent or any Lender or its counsel
      may have reasonably requested.

      5.2 EACH ADVANCE AND LETTER OF CREDIT. The Lenders shall not be required
to make any Advance, issue any Letter of Credit or purchase any participation
therein, unless on the applicable Borrowing Date, or in the case of a Letter of
Credit, the date on which the Letter of Credit is to be issued:

            (i)   There exists no Default or Unmatured Default; and

            (ii) The representations and warranties contained in Article VI are
      true and correct as of such Borrowing Date (unless such representation and
      warranty expressly relates to an earlier date or is no longer true solely
      as a result of transactions permitted by this Agreement).

      Each Borrowing Notice with respect to each such Advance and the letter of
credit application with respect to a Letter of Credit shall constitute a
representation and warranty by the Borrower that the conditions contained in
SECTIONS 5.2(I) and (II) have been satisfied. If any Lender has a reasonable
basis for believing a Default or Unmatured Default may have occurred and is
continuing or that the Borrower is not able to make one or more of the
representations and warranties set forth in ARTICLE VI, such Lender may require
a duly completed officer's certificate in substantially the form of EXHIBIT H
hereto and/or a duly completed compliance certificate in substantially the form
of EXHIBIT I hereto as a condition to making an Advance or the issuance of any
Letter of Credit.

ARTICLE VI: REPRESENTATIONS AND WARRANTIES

      The Borrower represents and warrants as follows to each Lender and the
Agent as of the Closing Date, and thereafter on each date as required by SECTION
5.2:

      6.1 ORGANIZATION; CORPORATE POWERS. The Borrower and each of its
Subsidiaries (i) is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (ii) is duly
qualified to do business and is in good standing under the laws of each
jurisdiction in which failure to be so qualified and in good standing could not
reasonably be expected to have a Material Adverse Effect and (iii) has all
requisite corporate power and authority to own, operate and encumber its
property and to conduct its business as presently conducted and as proposed to
be conducted.

      6.2   AUTHORITY.

      (A) The Borrower and each of its Subsidiaries has the requisite power and
authority (i) to execute, deliver and perform each of the Loan Documents which
are to be executed by it or which have been executed by it as required by this
Agreement on or prior to the Closing Date

                                       43
<PAGE>
and (ii) to file the Loan Documents which must be filed by it or which have been
filed by it as required by this Agreement on or prior to the Closing Datewith
any Governmental Authority.

      (B) The execution, delivery, performance and filing, as the case may be,
of each of the, Loan Documents which must be executed or filed by the Borrower
or any of its Subsidiaries or which have been executed or filed as required by
this Agreement on or prior to the Closing Date and to which the Borrower or any
of its Subsidiaries is party, and the consummation of the transactions
contemplated thereby, have been duly approved by the respective boards of
directors and, if necessary, the shareholders of the Borrower and its
Subsidiaries, and such approvals have not been rescinded. No other corporate
action or proceedings on the part of the Borrower or its Subsidiaries are
necessary to consummate such transactions.

      (C) Each of the Loan Documents to which the Borrower or any of its
Subsidiaries is a party has been duly executed, delivered or filed, as the case
may be, by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, is in full force and
effect, and the Borrower and its Subsidiaries have, and, to the best of the
Borrower's and its Subsidiaries' knowledge, all other parties thereto have,
performed and complied with all the material terms, provisions, agreements and
conditions set forth therein and required to be performed or complied with by
such parties on or before the Closing Date, and no unmatured default, default or
breach of any material covenant by any such party exists thereunder.

      6.3 NO CONFLICT; GOVERNMENTAL CONSENTS. The execution, delivery and
performance of each of the Loan Documents to which the Borrower or any of its
Subsidiaries is a party do not and will not (i) conflict with the certificate or
articles of incorporation or by-laws of the Borrower or any such Subsidiary,
(ii) constitute a tortious interference with any Contractual Obligation of any
Person or conflict with, result in a breach of or constitute (with or without
notice or lapse of time or both) a default under any Requirement of Law
(including, without limitation, any Environmental Property Transfer Act) or
Contractual Obligation of the Borrower or any such Subsidiary, or require
termination of any Contractual Obligation, except such interference, breach,
default or termination which individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect, (iii) result in or
require the creation or imposition of any Lien whatsoever upon any of the
property or assets of the Borrower or any such Subsidiary, other than Liens
permitted by the Loan Documents, or (iv) require any approval of the Borrower's
or any such Subsidiary's shareholders except such as have been obtained. The
execution, delivery and performance of each of the Loan Documents to which the
Borrower or any of its Subsidiaries is a party do not and will not require any
registration with, consent or approval of, or notice to, or other action to,
with or by any Governmental Authority, including under any Environmental
Property Transfer Act, except filings, consents or notices which have been made,
obtained or given, or which, if not made, obtained, or given, individually or in
the aggregate could not reasonably be expected to have a Material Adverse
Effect.

      6.4 FINANCIAL STATEMENTS. The December 31, 1998, and June 30, 1999,
consolidated financial statements of the Borrower and its Subsidiaries
heretofore delivered to the Lenders (i) were prepared in accordance with
generally accepted accounting principles consistently applied throughout the
periods covered thereby (except as otherwise expressly noted therein), (ii)
fairly present the consolidated financial condition of the Borrower and its
Subsidiaries as of the dates

                                       44
<PAGE>
thereof and the results of operations for the periods covered thereby; and (iii)
show all material indebtedness and other liabilities, direct or contingent, of
each of the Borrower and its Subsidiaries as of the dates thereof.

      6.5 NO MATERIAL ADVERSE CHANGE. Since December 31, 1998, there has
occurred no event or circumstance which has had or could reasonably be expected
to have a Material Adverse Effect.

      6.6   TAXES.

      (A) TAX EXAMINATIONS. All material deficiencies which have been asserted
against the Borrower or any of the Borrower's Subsidiaries as a result of any
federal, state, local or foreign tax examination for each taxable year in
respect of which an examination has been conducted have been fully paid or
finally settled or are being contested in good faith, and as of the Closing Date
no issue has been raised by any taxing authority in any such examination which,
by application of similar principles, reasonably can be expected to result in
assertion by such taxing authority of a material deficiency for any other year
not so examined which has not been reserved for in the Borrower's consolidated
financial statements to the extent, if any, required by Agreement Accounting
Principles.

      (B) PAYMENT OF TAXES. All tax returns and reports of the Borrower and its
Subsidiaries required to be filed have been timely filed, and all taxes,
assessments, fees and other governmental charges thereupon and upon their
respective property, assets, income and franchises which are shown in such
returns or reports to be due and payable have been paid except those items which
are being contested in good faith and have been reserved for in accordance with
Agreement Accounting Principles or for which the failure to file could not
reasonably be expected to have a Material Adverse Effect. The Borrower has no
knowledge of any proposed tax assessment against the Borrower or any of its
Subsidiaries that will have or could reasonably be expected to have a Material
Adverse Effect.

      6.7 LITIGATION, LOSS CONTINGENCIES AND VIOLATIONS. There is no action,
suit, proceeding, arbitration or (to the Borrower's knowledge after diligent
inquiry) investigation before or by any Governmental Authority or private
arbitrator pending or, to the Borrower's knowledge after diligent inquiry,
threatened against the Borrower or any of its Subsidiaries or any property of
any of them (i) challenging the validity or the enforceability of any material
provision of the Loan Documents or (ii) which will have or could reasonably be
expected to have a Material Adverse Effect. There is no material loss
contingency within the meaning of Agreement Accounting Principles which has not
been reflected in the consolidated financial statements of the Borrower and its
Subsidiaries prepared and delivered pursuant to SECTION 7.1(A) for the fiscal
period during which such material loss contingency was incurred. Neither the
Borrower nor any of its Subsidiaries is (A) in violation of any applicable
Requirements of Law which violation will have or could reasonably be expected to
have a Material Adverse Effect, or (B) subject to or in default with respect to
any final judgment, writ, injunction, restraining order or order of any nature,
decree, rule or regulation of any court or Governmental Authority which will
have or could reasonably be expected to have a Material Adverse Effect.

                                       45
<PAGE>
      6.8 SUBSIDIARIES. SCHEDULE 6.8 to this Agreement (i) contains a
description as of the Closing Date (or as of the date of any supplement thereto)
of the corporate structure of, the Borrower and its Subsidiaries and any other
Person in which the Borrower or any of its Subsidiaries holds an Equity
Interest; and (ii) accurately sets forth as of the Closing Date (or as of the
date of any supplement thereto) (A) the correct legal name, the jurisdiction of
incorporation and the jurisdictions in which each of the Borrower and the
Subsidiaries of the Borrower is qualified to transact business as a foreign
corporation, (B) for each Subsidiary of the Borrower which is not a wholly-owned
Subsidiary, the authorized, issued and outstanding shares of each class of
Capital Stock of such Subsidiaries and the owners of such shares (both as of the
Closing Date and on a fully-diluted basis), and (C) a summary of the direct and
indirect partnership, joint venture, or other Equity Interests, if any, of the
Borrower and each Subsidiary of the Borrower in any Person that is not a
corporation. None of the issued and outstanding Capital Stock of the Borrower or
any of its Subsidiaries is subject to any redemption or repurchase agreement.
The outstanding Capital Stock of the Borrower and each of the Borrower's
Subsidiaries is duly authorized, validly issued, fully paid and nonassessable.
The Borrower has no Subsidiaries other (i) the Subsidiaries set forth on
SCHEDULE 6.8 and (ii) any Subsidiaries acquired in connection with a Permitted
Acquisition, in connection with which the Borrower shall have provided all of
the documents, instruments and agreements as required by this Agreement.

      6.9 ERISA. No Benefit Plan has incurred any material accumulated funding
deficiency (as defined in Sections 302(a)(2) of ERISA and 412(a) of the Code)
whether or not waived. Neither the Borrower nor any member of the Controlled
Group has incurred any material liability to the PBGC which remains outstanding
other than the payment of premiums, and there are no premium payments which have
become due which are unpaid. Schedule B to the most recent annual report filed
with the IRS with respect to each Benefit Plan and, if so requested, furnished
to the Lenders, is complete, and accurate. Since the date of each such Schedule
B, there has been no material adverse change in the funding status or financial
condition of the Benefit Plan relating to such Schedule B. Neither the Borrower
nor any member of the Controlled Group has (i) failed to make a required
contribution or payment to a Multiemployer Plan or (ii) made a complete or
partial withdrawal under Sections 4203 or 4205 of ERISA from a Multiemployer
Plan, in either event which could result in any material liability. Neither the
Borrower nor any member of the Controlled Group has failed to make a required
installment or any other required payment under Section 412 of the Code, in
either case involving any material amount, on or before the due date for such
installment or other payment. Neither the Borrower nor any member of the
Controlled Group is required to provide security to a Benefit Plan under Section
401(a)(29) of the Code due to a Plan amendment that results in an increase in
current liability for the plan year. Neither the Borrower nor any of its
Subsidiaries maintains or contributes to any employee welfare benefit plan
within the meaning of Section 3(1) of ERISA which provides benefits to employees
after termination of employment other than as required by Section 601 of ERISA.
Each Plan which is intended to be qualified under Section 401(a) of the Code as
currently in effect is so qualified, and each trust related to any such Plan is
exempt from federal income tax under Section 501(a) of the Code as currently in
effect. The Borrower and all Subsidiaries are in compliance in all material
respects with the responsibilities, obligations and duties imposed on them by
ERISA and the Code with respect to all Plans.

                                       46
<PAGE>
Neither the Borrower nor any of its Subsidiaries nor any fiduciary of any Plan
has engaged in a nonexempt prohibited transaction described in Sections 406 of
ERISA or 4975 of the Code which could reasonably be expected to subject the
Borrower or any Guarantor to material liability. Neither the Borrower nor any
member of the Controlled Group has taken or failed to take any action which
would constitute or result in a Termination Event, which action or inaction
could reasonably be expected to subject the Borrower to material liability.
Neither the Borrower nor any Subsidiary is subject to any liability under
Sections 4063, 4064, 4069, 4204 or 4212(c) of ERISA and no other member of the
Controlled Group is subject to any liability under Sections 4063, 4064, 4069,
4204 or 4212(c) of ERISA which could reasonably be expected to subject the
Borrower or any Guarantor to material liability. Neither the Borrower nor any of
its Subsidiaries has, by reason of the transactions contemplated hereby, any
obligation to make any payment to any employee pursuant to any Plan or existing
contract or arrangement. For purposes of this SECTION 6.9 "material" means any
noncompliance or basis for liability which could reasonably be likely to subject
the Borrower or any of its Subsidiaries to liability individually or in the
aggregate for all such matters in excess of $5,000,000.

      6.10 ACCURACY OF INFORMATION. The information, exhibits and reports
furnished by or on behalf of the Borrower and any of its Subsidiaries to the
Agent or to any Lender in connection with the negotiation of, or compliance
with, the Loan Documents, the representations and warranties of the Borrower and
its Subsidiaries contained in the Loan Documents and all certificates and
documents delivered to the Agent and the Lenders pursuant to the terms thereof,
taken as a whole, do not contain as of the date furnished any untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements contained herein or therein, taken as a whole, in light of the
circumstances under which they were made, not misleading.

      6.11 SECURITIES ACTIVITIES. Neither the Borrower nor any of its
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying Margin Stock.

      6.12 MATERIAL AGREEMENTS. Neither the Borrower nor any of its Subsidiaries
is a party to any Contractual Obligation or subject to any charter or other
corporate restriction which individually or in the aggregate will have or could
reasonably be expected to have a Material Adverse Effect. Neither the Borrower
nor any of its Subsidiaries has received notice or has knowledge that (i) it is
in default in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any Contractual Obligation
applicable to it, or (ii) any condition exists which, with the giving of notice
or the lapse of time or both, would constitute a default with respect to any
such Contractual Obligation, in each case, except where such default or
defaults, if any, individually or in the aggregate will not have or could not
reasonably be expected to have a Material Adverse Effect.

      6.13 COMPLIANCE WITH LAWS. The Borrower and its Subsidiaries are in
compliance with all Requirements of Law applicable to them and their respective
businesses, in each case where the failure to so comply individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect.

                                       47
<PAGE>
      6.14 ASSETS AND PROPERTIES. The Borrower and each of its Subsidiaries has
good and marketable title to all of its assets and properties (tangible and
intangible, real or personal) owned by it or a valid leasehold interest in all
of its leased assets (except insofar as marketability may be limited by any laws
or regulations of any Governmental Authority affecting such assets), except
where the failure to have any such title will not have or could not reasonably
be expected to have a Material Adverse Effect, and all such assets and property
are free and clear of all Liens, except Liens permitted under SECTION 7.3(C).
Substantially all of the assets and properties owned by, leased to or used by
the Borrower and/or each such Subsidiary of the Borrower are in adequate
operating condition and repair, ordinary wear and tear excepted. Neither this
Agreement nor any transaction contemplated under any such agreement, will affect
any right, title or interest of the Borrower or such Subsidiary in and to any of
its assets in a manner that will have or could reasonably be expected to have a
Material Adverse Effect.

      6.15 STATUTORY INDEBTEDNESS RESTRICTIONS. Neither the Borrower nor any of
its Subsidiaries is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, or the
Investment Company Act of 1940, or any other federal, state or local statute,
ordinance or regulation which limits its ability to incur indebtedness or its
ability to consummate the transactions contemplated hereby.

      6.16 INSURANCE. The Borrower's and its Subsidiaries' insurance policies
and programs reflect coverage that is reasonably consistent with prudent
industry practice.

      6.17 LABOR MATTERS. As of the Closing Date, to the Borrower's and its
Subsidiaries' knowledge, there are no material labor disputes to which the
Borrower or any of its Subsidiaries may become a party, including, without
limitation, any strikes, lockouts or other disputes relating to such Persons'
plants and other facilities.

      6.18 ENVIRONMENTAL MATTERS. (a)(i) The operations of the Borrower and its
Subsidiaries comply in all material respects with Environmental, Health or
Safety Requirements of Law;

            (ii) the Borrower and its Subsidiaries have all material permits,
      licenses or other authorizations required under Environmental, Health or
      Safety Requirements of Law and are in material compliance with such
      permits;

            (iii) neither the Borrower, any of its Subsidiaries nor any of their
      respective present property or operations, or, to the best of, the
      Borrower's or any of its Subsidiaries' knowledge, any of their respective
      past property or operations, are subject to or the subject of, any
      investigation known to the Borrower or any of its Subsidiaries, any
      judicial or administrative proceeding, order, judgment, decree, settlement
      or other agreement respecting: (A) any material violation of
      Environmental, Health or Safety Requirements of Law; (B) any material
      remedial action; or (C) any material claims or liabilities arising from
      the Release or threatened Release of a Contaminant into the environment;

            (iv) there is not now, nor to the best of the Borrower's or any of
      its Subsidiaries' knowledge has there ever been on or in the property of
      the Borrower or any

                                       48
<PAGE>
      of its Subsidiaries any landfill, waste pile, underground storage tanks,
      aboveground storage tanks, surface impoundment or hazardous waste storage
      facility of any kind, any polychlorinated biphenyls (PCBs) used in
      hydraulic oils, electric transformers or other equipment, or any asbestos
      containing material that in the case of any of the foregoing could be
      reasonably expected to result in any material claims or liabilities; and

            (v) neither the Borrower nor any of its Subsidiaries has any
      material Contingent Obligation in connection with any Release or
      threatened Release of a Contaminant into the environment.

      (b) For purposes of this Section 6.18 "material" means any noncompliance
or basis for liability which could reasonably be expected individually or in the
aggregate to have a Material Adverse Effect or result in liability, individually
or in the aggregate in excess of $5,000,000.

      6.19. BENEFITS. Each of the Borrower and its Subsidiaries will benefit
from the financing arrangement established by this Agreement. The Agent and the
Lenders have stated and the Borrower acknowledges that, but for the agreement by
each of the Guarantors to execute and deliver the Guaranty, the Agent and the
Lenders would not have made available the credit facilities established hereby
on the terms set forth herein.

      6.20. YEAR 2000 ISSUES. Each of the Borrower and its Subsidiaries has made
a full and complete assessment of the Year 2000 Issues and has a realistic and
achievable program for remediating the Year 2000 Issues on a timely basis. Based
on such assessment and program, the Borrower does not reasonably anticipate that
Year 2000 Issues will have a Material Adverse Effect.

ARTICLE VII: COVENANTS

      The Borrower covenants and agrees that so long as any Commitments are
outstanding and thereafter until payment in full of all of the Obligations
(other than contingent indemnity obligations),' unless the Required Lenders
shall otherwise give prior written consent:

      7.1 REPORTING. The Borrower shall:

      (A)   FINANCIAL REPORTING.  Furnish to the Lenders:

            (i) QUARTERLY REPORTS. As soon as practicable, and in any event
      within fifty (50) days after the end of each of the first three quarters
      in each fiscal year, the consolidated balance sheet of the Borrower and
      its Subsidiaries as at the end of such period and the related consolidated
      statements of income and cash flows of the Borrower and its Subsidiaries
      for such fiscal quarter and for the period from the beginning of the then
      current fiscal year to the end of such fiscal quarter, certified by the
      chief financial officer of the Borrower on behalf of the Borrower as
      fairly presenting the consolidated financial position of the Borrower and
      its Subsidiaries as at the dates indicated and the results of their
      operations and cash flows for the periods indicated in accordance with

                                       49
<PAGE>
      Agreement Accounting Principles, subject to normal year end adjustments.
      In addition, as soon as practicable, and in any event within fifty (50)
      days after the end of the fourth fiscal quarter in each fiscal year, such
      financial statements and information as shall be reasonably acceptable to
      the Agent as sufficient for the calculation of the Leverage Ratio as of
      the end of such fiscal quarter, certified by the chief financial officer
      of the Borrower.

            (ii) ANNUAL REPORTS. As soon as practicable, and in any event within
      one-hundred and five (105) days after the end of each fiscal year, (a) the
      consolidated balance sheet of the Borrower and its Subsidiaries as at the
      end of such fiscal year and the related consolidated statements of income,
      stockholders' equity and cash flows of the Borrower and its Subsidiaries
      for such fiscal year, and in comparative form the corresponding figures
      for the previous fiscal year and (b) an audit report on the items listed
      in CLAUSE (A) hereof of independent certified public accountants of
      recognized national standing, which audit report shall be unqualified and
      shall state that such financial statements fairly present the consolidated
      financial position of the Borrower and its Subsidiaries as at the dates
      indicated and the results of their operations and cash flows for the
      periods indicated in conformity with Agreement Accounting Principles and
      that the examination by such accountants in connection with such
      consolidated financial statements has been made in accordance with
      generally accepted auditing standards. The deliveries made pursuant to
      this CLAUSE (II) shall be accompanied by any management letter prepared by
      the above-referenced accountants.

            (iii) OFFICER'S CERTIFICATE. Together with each delivery of any
      financial statement (a) pursuant to CLAUSES (I) and (II) of this SECTION
      7.1(A), an Officer's Certificate of the Borrower, substantially in the
      form of EXHIBIT H attached hereto and made a part hereof, stating that no
      Default or Unmatured Default exists, or if any Default or Unmatured
      Default exists, stating the nature and status thereof and (b) pursuant to
      CLAUSES (I) and (II) of this SECTION 7.1(A), a compliance certificate,
      substantially in the form of EXHIBIT I attached hereto and made a part
      hereof, signed by the Borrower's chief financial officer or treasurer,
      setting forth calculations for the period then ended, which demonstrate
      compliance, when applicable, with the provisions of SECTION 7.4, and which
      calculate the Leverage Ratio for purposes of determining the then
      Applicable Eurodollar Margin, Applicable Floating Rate Margin and
      Applicable Commitment Fee Percentage.

            (iv) BUDGETS; BUSINESS PLANS; FINANCIAL PROJECTIONS. Not less
      frequently than once during each 12-month period following June 24, 1998,
      a copy of the plan and forecast (including a projected balance sheet,
      income statement and statement of cash flow) of the Borrower and its
      Subsidiaries for the upcoming 12-month period prepared in such detail as
      shall be reasonably satisfactory to the Agent.

      (B) NOTICE OF DEFAULT. Promptly upon any of the chief executive officer,
chief operating officer, chief financial officer, treasurer or controller of the
Borrower obtaining knowledge (i) of any condition or event which constitutes a
Default or Unmatured Default, or becoming aware that any Lender or Agent has
given any written notice with respect to a claimed Default or Unmatured Default
under this Agreement, or (ii) that any Person has given any

                                       50
<PAGE>
written notice to the Borrower or any Subsidiary of the Borrower or taken any
other action with respect to a claimed default or event or condition of the type
referred to in SECTION 8.1(E), deliver to the Agent and the Lenders a notice
specifying (a) the nature and period of existence of any such claimed default,
Default, Unmatured Default, condition or event, (b) the notice given or action
taken by such Person in connection therewith, and (c) what action the Borrower
has taken, is taking and proposes to take with respect thereto.

      (C) LAWSUITS. (i) Promptly upon any chief executive officer, chief
operating officer, chief financial officer, treasurer, controller or general
counsel of the Borrower obtaining knowledge of the institution of, or written
threat of, any action, suit, proceeding, governmental investigation or
arbitration against or affecting the Borrower or any of its Subsidiaries or any
property of the Borrower or any of its Subsidiaries, which action, suit,
proceeding, governmental investigation or arbitration exposes, or in the case of
multiple actions, suits, proceedings, governmental investigations or
arbitrations arising out of the same general allegations or circumstances could
reasonably be expected to have a Material Adverse Effect, give written notice
thereof to the Agent and provide such other information as may be reasonably
available to enable each Lender and the Agent and its counsel to evaluate such
matters; and (ii) in addition to the requirements set forth in CLAUSE (I) of
this SECTION 7.1(C), upon request of the Agent or the Required Lenders, promptly
give written notice of the status of any action, suit, proceeding, governmental
investigation or arbitration covered by a report delivered pursuant to CLAUSE
(I) above or disclosed in any filing with the Commission and provide such other
information as may be reasonably available to it that would not violate any
attorney-client privilege by disclosure to the Lenders to enable each Lender and
the Agent and its counsel to evaluate such matters.

      (D) ERISA NOTICES. Deliver or cause to be delivered to the Agent and the
Lenders, at the Borrower's expense, the following information and notices as
soon as reasonably possible, and in any event:

            (i) (a) within ten (10) Business Days after the Borrower obtains
      knowledge that a Termination Event has occurred, a written statement of
      the chief financial officer of the Borrower describing such Termination
      Event and the action, if any, which the Borrower has taken, is taking or
      proposes to take with respect thereto, and when known, any action taken or
      threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten
      (10) Business Days after any member of the Controlled Group obtains
      knowledge that a Termination Event has occurred which could reasonably be
      expected to subject the Borrower or any member of the Controlled Group to
      liability individually or in the aggregate in excess of $1,000,000, a
      written statement of the chief financial officer of the Borrower
      describing such Termination Event and the action, if any, which the member
      of the Controlled Group has taken, is taking or proposes to take with
      respect thereto, and when known, any action taken or threatened by the
      IRS, DOL or PBGC with respect thereto;

            (ii) within ten (10) Business Days after the Borrower or any of its
      Subsidiaries obtains knowledge that a prohibited transaction (defined in
      Sections 406 of ERISA and Section 4975 of the Code) has occurred which
      could result in material liability, a statement of the chief financial
      officer of the Borrower describing such transaction and

                                       51
<PAGE>
      the action which the Borrower or such Subsidiary has taken, is taking or
      proposes to take with respect thereto;

            (iii) within ten (10) Business Days after the Borrower or any of its
      Subsidiaries receives notice of any unfavorable determination letter from
      the IRS regarding the qualification of a Plan under Section 40 1 (a) of
      the Code, copies of each such letter;

            (iv) within ten (10) Business Days after the filing thereof with the
      IRS, a copy of each funding waiver request filed with respect to any
      Benefit Plan and all communications received by the Borrower or a member
      of the Controlled Group with respect to such request;

            (v) within ten (10) Business Days after receipt by the Borrower or
      any member of the Controlled Group of the PBGC's intention to terminate a
      Benefit Plan or to have a trustee appointed to administer a Benefit Plan,
      copies of each such notice;

            (vi) within ten (10) Business Days after receipt by the Borrower or
      any member of the Controlled Group of a notice from a Multiemployer Plan
      regarding the imposition of withdrawal liability, copies of each such
      notice;

            (vii) within ten (10) Business Days after the Borrower or any member
      of the Controlled Group fails to make a required installment or any other
      required payment under Section 412 of the Code on or before the due date
      for such installment or payment, a notification of such failure; and

            (viii) within ten (10) Business- Days after the Borrower or any
      member of the Controlled Group knows or has reason to know that (a) a
      Multiemployer Plan has been terminated, (b) the administrator or plan
      sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan,
      or (c) the PBGC has instituted or will institute proceedings under Section
      4042 of ERISA to terminate a Multiemployer Plan.

For purposes of this SECTION 7.1(D), the Borrower, any of its Subsidiaries and
any member of the Controlled Group shall be deemed to know all facts known by
the Administrator of any Plan of which the Borrower or any member of the
Controlled Group or such Subsidiary is the plan sponsor.

      (E) LABOR MATTERS. Notify the Agent and the Lenders in writing, promptly
upon the Borrower's learning thereof, of (i) any material labor dispute to which
the Borrower or any of its Subsidiaries may become a party, including, without
limitation, any strikes, lockouts or other disputes relating to such Persons'
plants and other facilities and (ii) any material liability incurred under the
Worker Adjustment and Retraining Notification Act with respect to the closing of
any plant or other facility of the Borrower or any of its Subsidiaries.

      (F) OTHER INDEBTEDNESS. Deliver to the Agent (i) a copy of each notice or
communication regarding potential or actual defaults (including any accompanying
officer's certificate) delivered by or on behalf of the Borrower or any of its
Subsidiaries to the holders of

                                       52
<PAGE>
funded Indebtedness pursuant to the terms of the agreements governing such
Indebtedness, such delivery to be made at the same time and by the same means as
such notice or other communication is delivered to such holders, and (ii) a copy
of each notice or other communication regarding potential or actual defaults
received by the Borrower or any of its Subsidiaries from the from the holders of
funded Indebtedness pursuant to the terms of such Indebtedness, such delivery to
be made promptly after such notice or other communication is received by the
Borrower or any such Subsidiary.

      (G) OTHER REPORTS. Deliver or cause to be delivered to the Agent and the
Lenders copies of all financial statements, reports and notices, if any, sent or
made available generally by the Borrower to its securities holders or filed with
the Commission by the Borrower, all press releases made available generally by
the Borrower or any of the Borrower's Subsidiaries to the public concerning
material developments in the business of the Borrower or any such Subsidiary and
all notifications received from the Commission by the Borrower or its
Subsidiaries pursuant to the Securities Exchange Act of 1934 and the rules
promulgated thereunder (other than customary comment letters received in
connection with registration statements or other routine communications between
the Commission and the Borrower).

      (H) ENVIRONMENTAL NOTICES. As soon as possible and in any event within ten
(10) days after receipt by the Borrower or any of its Subsidiaries, a copy of
(i) any notice or claim to the effect that the Borrower or any of its
Subsidiaries is or may be liable to any Person as a result of the Release by the
Borrower, any of its Subsidiaries, or any other Person of any Contaminant into
the environment, and (ii) any notice alleging any violation of any
Environmental, Health or Safety Requirements of Law by the Borrower or any of
its Subsidiaries if, in either case, such notice or claim relates to an event
which could reasonably be expected to have a Material Adverse Effect or result
in liability, individually or in the aggregate in excess of $5,000,000.

      (I) YEAR 2000 INFORMATION. Upon the request of the Agent or any Lender,
Borrower will provide to the Agent and the Lenders a description of its Year
2000 program, including updates and progress reports. Borrower will advise the
Agent of any reasonably anticipated Material Adverse Effect as a result of Year
2000 Issues.

      (J) OTHER INFORMATIOn. Promptly upon receiving a request therefor from the
Agent or any Lender, prepare and deliver to the Agent and the Lenders such other
information with respect to the Borrower, any of its Subsidiaries or the
Collateral as from time to time may be reasonably requested by the Agent or any
Lender.

      7.2   AFFIRMATIVE COVENANTS.

      (A) CORPORATE EXISTENCE, ETC. Except for mergers permitted pursuant to
SECTION 7.3(I), the Borrower shall, and shall cause each of the Guarantors to,
at all times maintain its corporate existence and preserve and keep, or cause to
be preserved and kept, in full force and effect its rights and franchises
material to its businesses.

      (B) CORPORATE POWERS; CONDUCT OF BUSINESS. The Borrower shall, and shall
cause each of its Subsidiaries to, qualify and remain qualified to do business
in each jurisdiction in

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<PAGE>
which the nature of its business requires it to be so qualified and where the
failure to be so qualified will have or could reasonably be expected to have a
Material Adverse Effect. The Borrower will, and will cause each Subsidiary to,
carry on and conduct its business in substantially the same manner and in
substantially the same fields of enterprise as it is presently conducted.

      (C) COMPLIANCE WITH LAWS, ETC. The Borrower shall, and shall cause its
Subsidiaries to, (a) comply with all Requirements of Law and all restrictive
covenants affecting such Person or the business, properties, assets or
operations of such Person, and (b) obtain as needed all Permits necessary for
its operations and maintain such Permits in good standing unless failure to
comply or obtain could not reasonably be expected to have a Material Adverse
Effect.

      (D) PAYMENT OF TAXES AND CLAIMS; TAX CONSOLIDATION. The Borrower shall
pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and
other governmental charges imposed upon it or on any of its properties or assets
or in respect of any of its franchises, business, income or property before any
penalty or interest accrues thereon, and (ii) all claims (including, without
limitation, claims for labor, services, materials and supplies) for sums which
have become due and payable and which by law have or may become a Lien (other
than a Lien permitted by SECTION 7.3(C) upon any of the Borrower's or such
Subsidiary's property or assets, prior to the time when any penalty or fine
shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes,
assessments and governmental charges referred to in CLAUSE (I) above or claims
referred to in CLAUSE (II) above (and interest, penalties or fines relating
thereto) need be paid if being contested in good faith by appropriate
proceedings diligently instituted and conducted and if such reserve or other
appropriate provision, if any, as shall be required in conformity with Agreement
Accounting Principles shall have been made therefor, The Borrower will not, nor
will it permit any of its Subsidiaries to, file or consent to the filing of any
consolidated income tax return with any other Person other than the consolidated
return of the Borrower.

      (E) INSURANCE. The Borrower shall maintain for itself and its
Subsidiaries, or shall cause each of its Subsidiaries to maintain in full force
and effect, insurance policies and programs reflecting coverage that is
reasonably consistent with prudent industry practice.

      (F) INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS. The Borrower
shall permit and cause each of the Borrower's Subsidiaries to permit, any
authorized representative(s) designated by either the Agent or any Lender to
visit and inspect any of the properties of the Borrower or any of its
Subsidiaries, to examine, audit, check and make copies of their respective
financial and accounting records, books, journals, orders, receipts and any
correspondence and other data relating to their respective businesses or the
transactions contemplated hereby (including, without limitation, in connection
with environmental compliance, hazard or liability), and to discuss their
affairs, finances and accounts with their officers and independent certified
public accountants, all upon reasonable notice and at such reasonable times
during normal business hours, as often as may be reasonably requested; PROVIDED,
that while no Default or Unmatured Default exists, all of the foregoing shall be
at the expense of the Agent or Lenders, as applicable; PROVIDED, FURTHER, that
any of the foregoing conducted while an Unmatured Default exists which Unmatured
Default is cured prior to its maturing into a Default shall be at the

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<PAGE>
expense of the Agent or Lenders, as applicable. The Borrower shall keep and
maintain, and cause each of the Borrower's Subsidiaries to keep and maintain, in
a material respects, proper books of record and account in which entries in
conformity with Agreement Accounting Principles shall be made of all dealings
and transactions in relation to their respective businesses and activities. If a
Default has occurred and is continuing, the Borrower, upon the Agent's request,
shall turn over any such records to the Agent or its representatives.

      (G) ERISA COMPLIANCE. The Borrower shall, and shall cause each of the
Borrower's Subsidiaries to, establish, maintain and operate all Plans to comply
in all material respects with the provisions of ERISA, the Code, all other
applicable laws, and the regulations and interpretations thereunder and the
respective requirements of the governing documents for such Plans, except where
the failure to comply will not or could not reasonably be expected to subject
the Borrower and its Subsidiaries to liability individually or in the aggregate
in excess of $5,000,000.

      (H) MAINTENANCE OF PROPERTY. The Borrower shall cause all property used or
useful in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and shall cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Borrower may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
PROVIDED, HOWEVER, that nothing in this SECTION 7.2(H) shall prevent the
Borrower from discontinuing the operation or maintenance of any of such property
if such discontinuance is, in the judgment of the Borrower, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Agent or the Lenders.

      (I) ENVIRONMENTAL COMPLIANCE. The Borrower and its Subsidiaries shall
comply with all Environmental, Health or Safety Requirements of Law, except
where noncompliance could not reasonably be expected to have a Material Adverse
Effect or result in liability, individually or in the aggregate in excess of
$5,000,000. Neither the Borrower nor any of its Subsidiaries shall be the
subject of any proceeding or investigation pertaining to (i) the Release by the
Borrower or any of its Subsidiaries of any Contaminant into the environment or
(ii) the liability of the Borrower or any of its Subsidiaries arising from the
Release by any other Person of any Contaminant into the environment, which, in
either case, has or is reasonably likely to have a Material Adverse Effect or
result in liability, individually or in the aggregate in excess of $5,000,000.

      (J) USE OF PROCEEDS. The Borrower shall use the proceeds of the Loans to
(i) provide funds for the additional working capital needs and other general
corporate purposes of the Borrower and its Subsidiaries and (ii) fund Permitted
Acquisitions. The Borrower will not, nor will it permit any Subsidiary to, use
any of the proceeds of the Loans to purchase or carry any "Margin Stock" or to
make any Acquisition, other than any Permitted Acquisition pursuant to SECTION
7.3(G).

      (K) ADDITION OF GUARANTORS; ADDITION OF PLEDGED CAPITAL STOCk. The
Borrower shall cause (i) each Domestic Subsidiary that is, at any time, a
Material Subsidiary, and (ii) each other

                                       55
<PAGE>
Domestic Subsidiary necessary for the Borrower to comply with the requirements
set forth in Section 7.3(E), to deliver to the Agent an executed Guaranty
Supplemental Agreement as promptly as possible but in any event within thirty
(30) days of determination that a Domestic Subsidiary is a Material Subsidiary
or otherwise needs to be added as a Guarantor. Simultaneously with any Domestic
Subsidiary becoming a Guarantor, and whenever the Capital Stock of a Subsidiary
must be pledged to comply with the requirements set forth in Section 7.3(E),
Borrower shall (or, if the Capital Stock of such Subsidiary is owned by another
Subsidiary, shall cause such other Subsidiary to) deliver to the Agent an
executed supplement to the Pledge Agreement or a Pledge Agreement, together with
appropriate corporate resolutions, opinions, stock certificates, UCC filings or
amendments and other documentation, in each case in form and substance
reasonably satisfactory to the Agent and the Agent shall be reasonably satisfied
that it has a first priority perfected pledge of all of the Capital Stock of
such Subsidiary (or in the case of a Foreign Subsidiary, 65% of the Capital
Stock of such Subsidiary) owned by the Borrower and its Subsidiaries.

      (L) YEAR 2000 ISSUES. The Borrower shall and shall cause each of its
Subsidiaries to take all actions reasonably necessary to assure that the Year
2000 Issues will not have a Material Adverse Effect.

      (M) GRANT OF SECURITY INTERESTS; FURTHER ASSURANCES. Within one hundred
twenty (120) days following the Closing Date, Borrower and each Domestic
Subsidiary of Borrower shall grant security interests covering substantially all
the non-real estate property of Borrower and each Subsidiary to the Agent for
the ratable benefit of the Lenders securing payment of the Secured Obligations,
provided, that not more than 65% of the Capital Stock of a Foreign Subsidiary
shall be required to be pledged. Such security interests shall be granted
pursuant to security agreements in form and substance satisfactory to the Agent
in its sole discretion, together with such other documents as may be necessary
or desirable to insure the Agent has a first priority perfected security
interest in the assets and properties of Borrower and each such Subsidiary,
provided, that until requested by Agent, neither Borrower nor any Subsidiary
shall be required to deliver certificates of title or have liens noted on
certificates of title covering certificated vehicles. From time to time, Agent
may require that Borrower and each such Subsidiary reaffirm the grant of such
liens and security interests and take such additional or further actions as the
Agent may deem necessary or appropriate to eliminate prior encumbrances or
perfect such liens and security interests (whether or not such prior
encumbrances or failures to perfect shall have been approved or consented to
previously by Agent).

      7.3   NEGATIVE COVENANTS.

      (A) INDEBTEDNESS. Neither the Borrower nor any of its Subsidiaries shall
directly or indirectly create, incur, assume or otherwise become or remain
directly or indirectly liable with respect to any Indebtedness, except:

            (i) the Obligations;

            (ii) Permitted Existing Indebtedness and Permitted Refinancing
      Indebtedness;

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<PAGE>
            (iii) unsecured subordinated indebtedness incurred by the Borrower
      (including in connection with any Permitted Acquisition) that (x) does not
      have a stated maturity before the Termination Date in effect as of the
      date such indebtedness is incurred, (y) has terms that are no more
      restrictive than the terms of this Agreement and the other Loan Documents,
      and (z) is subordinated to the Obligations on terms at least as favorable
      to the Lenders as the terms set forth on SCHEDULE 7.3 attached hereto,
      with such changes thereto as may be agreed to by the Agent (such
      Indebtedness being referred to herein as "PERMITTED SUBORDINATED
      INDEBTEDNESS");

            (iv) Indebtedness in respect of obligations secured by Customary
      Permitted Liens;

            (v) Indebtedness constituting Contingent Obligations in respect of
      Indebtedness otherwise permitted hereunder;

            (vi) Indebtedness arising from intercompany loans from the Borrower
      to any Controlled Subsidiary or from any Subsidiary to the Borrower or any
      Controlled Subsidiary; PROVIDED, that in each case such Indebtedness is
      subordinated upon terms satisfactory to the Agent to the obligations of
      the Borrower and its Subsidiaries with respect to the Obligations;

            (vii) guaranties by the Borrower of Indebtedness permitted to be
      incurred by any Subsidiary;

            (viii) Indebtedness in respect of Hedging Obligations permitted
      under Section 7.3(Q);

            (ix) secured or unsecured purchase money Indebtedness (including
      Capitalized Leases) incurred by the Borrower or any of its Subsidiaries
      after June 24, 1998 (including, as a result of the assumption of any such
      Indebtedness in connection with a Permitted Acquisition) to finance the
      acquisition of fixed assets, if (1) at the time of such incurrence, no
      Default or Unmatured Default has occurred and is continuing or would
      result from such incurrence, (2) such Indebtedness has a scheduled
      maturity and is not due on demand, (3) such Indebtedness does not exceed
      the lower of the fair market value or the cost of the applicable fixed
      assets on the date acquired, (4) such Indebtedness does not exceed in the
      aggregate at any time an amount equal to the sum of (a) $7,500,000 plus
      (b) an amount equal to 1.5% of Consolidated Revenues of the Borrower and
      its Subsidiaries for each fiscal year, commencing with the fiscal year
      ending December 31, 1998, (5) any Lien securing such Indebtedness is
      permitted under SECTION 7.3(C) and (6) such Indebtedness is incurred in
      compliance with CLAUSE (XV) below (such Indebtedness being referred to
      herein as "PERMITTED PURCHASE MONEY INDEBTEDNESS");

            (x) Indebtedness with respect to surety, appeal and performance
      bonds obtained by the Borrower or any of its Subsidiaries in the ordinary
      course of business;

            (xi)  Indebtedness arising under the Guaranty;

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<PAGE>
            (xii) Indebtedness of a Subsidiary consisting of tax-advantaged
      industrial revenue bond, industrial development bond or other similar
      financings assumed in connection with (but not incurred in connection with
      or in anticipation of) a Permitted Acquisition;

            (xiii)other Indebtedness (other than working capital financing)
      existing at a New Subsidiary at the time of the Permitted Acquisition
      thereof (but not incurred in connection or in anticipation of such
      Permitted Acquisition) the outstanding principal balance of which does not
      exceed fifteen percent (15%) of the book value of the assets acquired as a
      result of such Permitted Acquisition and such Indebtedness is incurred in
      compliance with the provisions of CLAUSE (XV) below;

            (xiv) Off Balance Sheet Liabilities under any sale and leaseback
      transactions where NEC Leasing, Inc., subleases the vehicles that are the
      subject of such transactions to a Person that is not an Affiliate of the
      Borrower; and

            (xv) other Indebtedness in addition to that referred to elsewhere in
      this SECTION 7.3(A) incurred by the Borrower or any of its Subsidiaries;
      provided that (A) the aggregate amount of such other Indebtedness incurred
      by the Borrower's Subsidiaries shall not at any time exceed $1,000,000;
      (B) the aggregate amount of such other Indebtedness together with the
      aggregate amount of Permitted Purchase Money Indebtedness and Indebtedness
      incurred under CLAUSE (XIII) above shall not at any time exceed
      $25,000,000; (C) the aggregate amount of such other Indebtedness which is
      secured by a Lien permitted under the terms of this Agreement together
      with the aggregate amount of secured Permitted Purchase Money Indebtedness
      and secured Indebtedness incurred under CLAUSE (XIII) above shall not at
      any time exceed $10,000,000; and (D) no Default or Unmatured Default shall
      have occurred and be continuing at the date of such incurrence or would
      result therefrom.

      (B) SALES OF ASSETS. Neither the Borrower nor any of its Subsidiaries
shall sell, assign, transfer, lease, convey or otherwise dispose of any property
(including the stock of any Subsidiary), whether now owned or hereafter
acquired, or any income or profits therefrom, or enter into any agreement to do
so, except:

            (i)   sales of inventory in the ordinary course of business;

            (ii) the disposition in the ordinary course of business of equipment
      that is obsolete, excess or no longer useful in the Borrower's or its
      Subsidiaries' business; and

            (iii) sales, assignments, transfers, leases, conveyances or other
      dispositions of other assets (including sales of stock of a Subsidiary) if
      such transaction:

                  (a) in the case of sales of a Material Subsidiary or other
            assets representing ten percent (10%) of Consolidated Tangible
            Assets, is for consideration consisting of at least 80% of cash; and

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<PAGE>
                  (b) for all such transactions (1) is for not less than Fair
            Value, and (2) when combined with all such other transactions (each
            such transaction being valued at book value) (A) during the
            immediately preceding twelve-month period, represents the
            disposition of not greater than ten percent (10%) of the Borrower's
            Consolidated Tangible Assets at the end of the fiscal year
            immediately preceding that in which such transaction is proposed to
            be entered into, and (B) during the period from June 24, 1998 to the
            date of such proposed transaction, represents the disposition of not
            greater than twenty percent (20%) of the Borrower's Consolidated
            Tangible Assets at the end of the fiscal year immediately preceding
            that in which such transaction is proposed to be entered into.

      (C) LIENS. Neither the Borrower nor any of its Subsidiaries shall directly
or indirectly create, incur, assume or permit to exist any Lien on or with
respect to any of their respective property or assets except,

            (i)   Permitted Existing Liens;

            (ii)  Customary Permitted Liens;

            (iii) purchase money Liens (including the interest of a lessor under
      a Capitalized Lease and Liens to which any property is subject at the time
      of the Borrower's acquisition thereof) securing Permitted Purchase Money
      Indebtedness; PROVIDED, that such Liens shall not apply to any property of
      the Borrower or its Subsidiaries other than that purchased or subject to
      such Capitalized Lease;

            (iv) Liens securing Indebtedness assumed in connection with a
      Permitted Acquisition and permitted pursuant to CLAUSE (XII) or CLAUSE
      (XIII) of SECTION 7.3(A); PROVIDED, that such Liens shall not apply to any
      property of the Borrower or its Subsidiaries other than that purchased or
      directly financed in connection with such Indebtedness;

            (v)   Liens securing the Obligations or Secured Obligations; and

            (vi) Liens (other than on the stock of any Subsidiaries) securing
      other obligations not exceeding $2,500,000 in the aggregate at any time
      outstanding.

In addition, neither the Borrower nor any of its Subsidiaries shall become a
party to any agreement, note, indenture or other instrument, or take any other
action, which would prohibit the creation of a Lien on any of its properties or
other assets in favor of the Agent for the benefit of itself and the Holders of
Secured Obligations, as collateral for the Obligations; PROVIDED that any
agreement, note, indenture or other instrument in connection with Liens
permitted pursuant to CLAUSES (I), (III) and (IV) above may prohibit the
creation of a Lien in favor of the Agent for the benefit of itself and the
Holders of Secured Obligations on the items of property subject to such Lien.

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<PAGE>
      (D) INVESTMENTS. Except to the extent permitted pursuant to PARAGRAPH (G)
below, neither the Borrower nor any of its Subsidiaries shall directly or
indirectly make or own any Investment except:

            (i) Investments in Cash Equivalents;

            (ii) Permitted Existing Investments in an amount not greater than
      the amount thereof on June 24, 1998;

            (iii) Investments in trade receivables or received in connection
      with the bankruptcy or reorganization of suppliers and customers and in
      settlement of delinquent obligations of, and other disputes with,
      customers and suppliers arising in the ordinary course of business;

            (iv) Investments consisting of deposit accounts maintained by the
      Borrower or its Subsidiaries in the ordinary course of business in
      connection with its cash management system;

            (v) Investments consisting of non-cash consideration from a sale,
      assignment, transfer, lease, conveyance or other disposition of property
      permitted by SECTION 7.3(B);

            (vi) Investments consisting of intercompany loans from any
      Subsidiary to the Borrower or any other Subsidiary permitted by SECTION
      7.3(A)(VI);

            (vii) Investments in any Controlled Subsidiary of the Borrower;

            (viii) Investments constituting Permitted Acquisitions; and

            (ix) Investments in addition to those referred to elsewhere in this
      Section 7.3(D) in an amount not to exceed $1,000,000 in the aggregate at
      any time outstanding;

PROVIDED, HOWEVER, that the investments described in CLAUSES (V), (VIII) and
(IX) above shall not be made if either a Default or Unmatured Default shall have
occurred and be continuing on the date of making such Investment or would result
therefrom on the date of making such Investment.

      (E) NON-GUARANTOR SUBSIDIARIES OR NON-PLEDGED SUBSIDIARIES. The Borrower
shall not permit the total tangible assets of the Subsidiaries which are not
Guarantors or the Capital Stock of which is not pledged (including in such
calculation Promari and every other Foreign Subsidiary) to be equal to or
greater than fifteen percent (15%) of Consolidated Tangible Assets.

      (F) RESTRICTED PAYMENTS. Neither the Borrower nor any of its Subsidiaries
shall declare or make any Restricted Payment, except:

            (i) the defeasance, redemption, repurchase or prepayment of any
      Permitted Subordinated Indebtedness with the net cash proceeds of
      Permitted Refinancing Indebtedness;

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<PAGE>
            (ii) the defeasance, redemption, repurchase or prepayment of any
      Permitted Subordinated Indebtedness; provided the aggregate amount so
      defeased, redeemed, repurchased or prepaid after June 24, 1998 shall not
      exceed an amount equal to ten percent (10%) of the Aggregate Commitment;

            (iii) in connection with the repurchase, redemption or other
      acquisition or retirement for value of any Equity Interests; provide that
      the aggregate purchase price of all such repurchased, redeemed, acquired
      or retired Equity Interests shall not exceed $1,000,000 in the aggregate
      since June 24, 1998 or such larger amount as may be agreed to by the
      Required Lenders; and

            (iv) where the consideration therefor consists solely of Equity
      Interests (but excluding Disqualified Stock) of the Borrower or its
      Subsidiaries provided no Change of Control would occur as a result
      thereof,

PROVIDED, HOWEVER, that the Restricted Payments described in CLAUSES (I), (II)
and (III) above shall not be permitted if either a Default shall have occurred
and be continuing at the date of declaration or payment thereof or would result
therefrom.

      (G) CONDUCT OF BUSINESS; SUBSIDIARIES; ACQUISITIONS. (i) Neither the
Borrower nor any of its Subsidiaries shall engage in any business other than the
businesses engaged in by the Borrower on June 24, 1998 and any business or
activities which are substantially similar, related or incidental thereto.

            (ii) The Borrower may create, acquire and/or capitalize any
      Subsidiary (a "NEW SUBSIDIARY") after June 24, 1998 pursuant to any
      transaction that is permitted by or not other-wise prohibited by this
      Agreement PROVIDED that upon the creation or acquisition of each New
      Subsidiary, the Borrower shall cause each New Subsidiary that is a
      Material Subsidiary to promptly deliver to the Agent an executed
      counterpart of a Guaranty Supplemental to become a Guarantor under the
      Guaranty in the form of EXHIBIT J attached hereto and appropriate
      corporate resolutions, opinions and other documentation in form and
      substance satisfactory to the Agent, and all New Subsidiaries that are
      Material Subsidiaries shall be Controlled Subsidiaries. After the
      formation or acquisition of any New Subsidiary permitted hereunder, if
      requested by the Agent, the Borrower shall provide a supplement to
      SCHEDULE 6.8 to this Agreement.

            (iii) The Borrower shall not make any Acquisitions, other than
      Acquisitions meeting the following requirements (each such Acquisition
      constituting a "Permitted Acquisition"):

                  (a) no Default or Unmatured Default shall have occurred and be
            continuing or would result from such Acquisition or the incurrence
            of any Indebtedness in connection therewith;

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<PAGE>
                  (b) in the case of an Acquisition of Equity Interests of an
            entity, such Acquisition shall be of at least ninety percent (90%)
            of the Equity Interests of such entity;

                  (c) the businesses being acquired shall be substantially
            similar, related or incidental to the businesses or activities
            engaged in by the Borrower and its Subsidiaries on June 24, 1998,

                  (d) the Indebtedness incurred by the Borrower to the Seller as
            part of the consideration therefor (other than Indebtedness assumed
            in connection therewith and permitted pursuant to CLAUSES (IX),
            (XII) or (XIII) of SECTION 7.3(A)) shall be Permitted Subordinated
            Indebtedness under SECTION 7.3(A);

                  (e) prior to each such Acquisition, the Borrower shall deliver
            to the Agent and the Lenders a certificate from one of the
            Authorized Officers, (1) calculating the purchase price and EBITDA
            for purposes of CLAUSE (H) below; and (2) certifying that after
            giving effect to such Acquisition and the incurrence of any
            Indebtedness hereunder and permitted by SECTION 7.3(A) in connection
            therewith, on a-pro forma basis, as if the Acquisition and such
            incurrence of Indebtedness had occurred on the first day of the
            twelve-month period ending on the last day of the Borrower's most
            recently completed fiscal quarter, the Borrower would have been in
            compliance with all of the covenants contained in this Agreement,
            including, without limitation, the financial covenants set forth in
            SECTION 7.4;

                  (f) the purchase is consummated pursuant to a negotiated
            acquisition agreement on a non-hostile basis;

                  (g) after giving effect to such Acquisition, the
            representations and warranties set forth in Article VI hereof shall
            be true and correct in all material respects on and as of the date
            of such Acquisition with the same effect as though made on and as of
            such date; and

                  (h) the written consent of the Required Lenders shall have
            been obtained in connection with any Acquisition if:

                        (1) the aggregate, without duplication, of (a) the cash
                  portion of the purchase price, plus (b) the difference (if
                  positive) of (i) Indebtedness incurred or assumed in
                  connection with such Acquisition minus (ii) cash acquired in
                  such Acquisition is greater than $15,000,000; or

                        (2) (a) the aggregate purchase price (including, without
                  limitation or duplication, cash, stock, Indebtedness assumed
                  (net of any cash acquired), and transaction related
                  contractual payments, including amounts payable under
                  non-compete, consulting or similar agreements) (valuing all
                  non-cash consideration at Fair Value) (the "PURCHASE PRICE")

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<PAGE>
                  is equal to or greater than $5,000,000; and (b) the Purchase
                  Price is equal to or greater than eight (8) times the EBITDA
                  of the target entity for the last 12-month period preceding
                  such Acquisition for which financial statements are available.

With respect to any Acquisition where the target entity's revenues for the
12-month period ended immediately preceding such Acquisition are equal to or
greater than ten percent (10%) of the Borrower's and its Subsidiaries'
Consolidated Revenues, the Borrower shall (a) have obtained (and shall have
based the calculations set forth above on) historical audited financial
statements for the target and/or reviewed unaudited financial statements for the
target for a period of not less than two years, obtained from the seller or
provided by independent certified public accountants retained for the purposes
of such Acquisition, broken down by fiscal quarter in the Borrower's reasonable
judgment, copies of which shall be provided to the Agent and the Lenders and (b)
at the request of the Required Lenders (such request not to be made more
frequently than once in any fiscal quarter) provide such financial information
as shall be reasonably acceptable to the Agent and the Required Lenders
demonstrating the Borrower's pro forma compliance with the covenants after
taking into account such Acquisition and the incurrence of any Indebtedness in
connection therewith.

      (H) TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES. Neither the Borrower
nor any of its Subsidiaries shall directly or indirectly enter into or permit to
exist any transaction (including, without limitation, the purchase, sale, lease
or exchange of any property or the rendering of any service) with any holder or
holders of any of the Equity Interests of the Borrower, or with any Affiliate of
the Borrower which is not its Subsidiary, on terms that are less favorable to
the Borrower or any of its Subsidiaries, as applicable, than those that might be
obtained in an arm's length transaction at the time from Persons who are not
such a holder or Affiliate, except for Restricted Payments permitted by SECTION
7.3(F).

      (I) RESTRICTION ON FUNDAMENTAL CHANGES. Neither the Borrower nor any of
its Subsidiaries shall enter into any merger or consolidation, or liquidate,
wind-up or dissolve (or suffer any liquidation or dissolution), or convey,
lease, sell, transfer or otherwise dispose of, in one transaction or series of
transactions, all or substantially all of the Borrower's or any such
Subsidiary's business or property, whether now or hereafter acquired, except (i)
transactions permitted under SECTIONS 7.3(B) or 7.3(G); (ii) the merger of a
Subsidiary of the Borrower into a Person acquired in connection with a Permitted
Acquisition; (iii) the merger of a wholly-owned Subsidiary of the Borrower with
and into the Borrower; and (iv) the merger of a Subsidiary of the Borrower with
another Subsidiary of the Borrower; PROVIDED, HOWEVER, (i) with respect to any
such permitted mergers involving any Guarantor, the surviving corporation in the
merger shall also be or become a Guarantor; and (ii) after the consummation of
any such transaction, the Borrower shall be in compliance with the provisions of
SECTIONS 7.2(K) and 7.3(E).

      (J) SALES AND LEASEBACKS. Other than the lease transactions described in
the Initial Registration Statement, neither the Borrower nor any of its
Subsidiaries shall become liable, directly, by assumption or by Contingent
Obligation, with respect to any lease, whether an operating lease or a
Capitalized Lease, of any property (whether real or personal or mixed) (i) which
it or one of its Subsidiaries sold or transferred or is to sell or transfer to
any other

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Person, or (ii) which it or one of its Subsidiaries intends to use for
substantially the same purposes as any other property which has been or is to be
sold or transferred by it or one of its Subsidiaries to any other Person in
connection with such lease, unless (i) the sale involved is not prohibited under
Section 7.3(B), (ii) the lease does not involve Indebtedness prohibited under
Section 7.3(A) and (iii) the aggregate amount of all obligations incurred by the
Borrower and its Subsidiaries in connection therewith does not exceed $5,000,000
outstanding at any time, or unless such property is a vehicle that is subleased
by NEC Leasing, Inc., to a Person that is not an Affiliate of Borrower.

      (K) MARGIN REGULATIONS. Neither the Borrower nor any of its Subsidiaries,
shall use all or any portion of the proceeds of any credit extended under this
Agreement to purchase or carry Margin Stock.

      (L)   ERISA.  The Borrower shall not

            (i) engage, or permit any of its Subsidiaries to engage, in any
      prohibited transaction described in Sections 406 of ERISA or 4975 of the
      Code for which a statutory or class exemption is not available or a
      private exemption has not been previously obtained from the DOL;

            (ii) permit to exist any accumulated funding deficiency (as defined
      in Sections 302 of ERISA and 412 of the Code), with respect to any Benefit
      Plan, whether or not waived;

            (iii) fail, or permit any Controlled Group member to fail, to pay
      timely required contributions or annual installments due with respect to
      any waived funding deficiency to any Benefit Plan;

            (iv) terminate, or permit any Controlled Group member to terminate,
      any Benefit Plan which would result in any liability of the Borrower or
      any Controlled Group member under Title IV of ERISA;

            (v) fail to make any contribution or payment to any Multiemployer
      Plan which the Borrower or any Controlled Group member may be required to
      make under any agreement relating to such Multiemployer Plan, or any law
      pertaining thereto;

            (vi) fail, or permit any Controlled Group member to fail, to pay any
      required installment or any other payment required under Section 412 of
      the Code on or before the due date for such installment or other payment;
      or

            (vii) amend, or permit any Controlled Group member to amend, a Plan
      resulting in an increase in current liability for the plan year such that
      the Borrower or any Controlled Group member is required to provide
      security to such Plan under Section 40 1 (a)(29) of the Code,

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<PAGE>
except where such transactions, events, circumstances, or failures will not have
or is not reasonably likely to subject the Borrower and its Subsidiaries to
liability individually or in the aggregate in excess of $5,000,000.

      (M) ISSUANCE OF EQUITY INTERESTS. The Borrower shall not issue any Equity
Interests if as a result of such issuance a Change of Control shall occur. None
of the Borrower's Subsidiaries shall issue any Equity Interests other than to
the Borrower.

      (N) CORPORATE DOCUMENTS. Neither the Borrower nor any of its Subsidiaries
shall amend, modify or otherwise change any of the terms or provisions in any of
their respective constituent documents as in effect on June 24, 1998 in any
manner adverse in any material respect to the interests of the Lenders, without
the prior written consent of the Required Lenders.

      (O) FISCAL YEAR. Neither the Borrower nor any of its consolidated
Subsidiaries shall change its fiscal year for accounting or tax purposes from a
period consisting of the 12-month period ending on December 31 of each calendar
year.

      (P) SUBSIDIARY COVENANTS. The Borrower will not, and will not permit any
Subsidiary to, create or otherwise cause to become effective any consensual
encumbrance or restriction of any kind on the ability of any Subsidiary to pay
dividends or make any other distribution on its stock, or make' any other
Restricted Payment, pay any Indebtedness or other Obligation owed to the
Borrower or any other Subsidiary, make loans or advances or other Investments in
the Borrower or any other Subsidiary, or sell, transfer or otherwise convey any
of its property to the Borrower or any other Subsidiary.

      (Q) HEDGING OBLIGATIONS. The Borrower shall not and shall not permit any
of its Subsidiaries to enter into any interest rate, commodity or foreign
currency exchange, swap, collar, cap or similar agreements evidencing Hedging
Obligations, other than interest rate, foreign currency or commodity exchange,
swap, collar, cap or similar agreements entered into by the Borrower or a
Subsidiary pursuant to which the Borrower or such Subsidiary has hedged its
actual interest rate, foreign currency or commodity exposure.

      7.4 FINANCIAL COVENANTS. The Borrower shall comply with each of the
following financial covenants.

      (A) FIXED CHARGE COVERAGE RATIO. The Borrower shall maintain a ratio
("FIXED CHARGE COVERAGE RATIO") of (i) the sum of (a) EBITDA, MINUS (b)
depreciation expense, to the extent included in the computation of EBITDA to
(ii) the sum of (a) Interest Expense, PLUS (b) one-seventh of the outstanding
balance of the Loans made pursuant to Section 2.1(a) and 2.1(b) hereof and
outstanding at the end of each relevant four fiscal-quarter period, PLUS (c)
scheduled amortization of the principal portion of any Indebtedness (except to
the extent included in clause (b) preceding), in each case for the Borrower and
its consolidated Subsidiaries, at least equal to the minimum Fixed Charge
Coverage Ratio set forth below at each fiscal quarter ended during the periods
set forth opposite such minimum Fixed Charge Coverage Ratio:

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<PAGE>
      MINIMUM FIXED CHARGE COVERAGE RATIO      PERIOD
      -----------------------------------      ------

      1.00 to 1.00 ......................      September 30, 1999, through June
                                               30, 2000

      1.10 to 1.00.......................      September 30, 2000

      1.25 to 1.00.......................      From and after December 31, 2000

In each case the Fixed Charge Coverage Ratio shall be determined as of the last
day of each fiscal quarter for the four fiscal-quarter period ending on such
day. For purposes of calculating the Fixed Charge Coverage Ratio for any period
under this SECTION 7.4(A), Interest Expense and amortization of Indebtedness
shall be calculated for any such period by including the actual amount for the
applicable period ending on such day, including Interest Expense and
amortization of assumed Indebtedness attributable to Permitted Acquisitions
occurring during such period on an actual basis for assumed Indebtedness and on
a PRO FORMA basis for Interest Expense for the period from the first day of the
applicable period through the date of the closing of each Permitted Acquisition,
utilizing (a) where available or required pursuant to the terms of this
Agreement, historical audited and/or reviewed unaudited financial statements
obtained from the seller, broken down by fiscal quarter in the Borrower's
reasonable judgment or (b) unaudited financial statements (where no audited or
reviewed financial statements are required pursuant to the terms of this
Agreement) reviewed internally by the Borrower, broken down by fiscal quarter in
the Borrower's reasonable judgment, utilizing, without duplication, any pro
forma adjustments which are consistent with the Commission's regulations and
practices as of June 24, 1998 (whether or not applicable) to account for
adjustments to historical Interest Expense for an acquired entity.

      (B) TOTAL DEBT TO EBITDA RATIO. The Borrower shall not permit the ratio
(the "LEVERAGE RATIO") of (i) Total Debt of the Borrower and its consolidated
Subsidiaries to (ii) EBITDA of the Borrower and its consolidated Subsidiaries to
be greater than the maximum Leverage Ratio set forth below at each fiscal
quarter ended during the periods set forth opposite such maximum Leverage Ratio:

      MAXIMUM LEVERAGE RATIO          PERIOD
      ----------------------          ------

      3.75 to 1.00......              September 30, 1999 through June 30, 2000,

      3.50 to 1.00......              July 1, 2000 through September 30, 2000,

      3.25 to 1.00......              October 1, 2000 through December 31, 2000,

      3.00 to 1.00......              From and after January 1, 2001.

The Leverage Ratio shall be, in each case, determined as of the last day of each
fiscal quarter (commencing with the fiscal quarter ending September 30, 1999,
and each fiscal quarter thereafter) based upon (a) for Total Debt, Total Debt as
of the last day of each such fiscal

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<PAGE>
quarter; and (b) for EBITDA, EBITDA for the twelve-month period ending on such
day, calculated as set forth in the definition thereof.

      (C) MINIMUM CONSOLIDATED NET WORTH. The Borrower shall not permit its
Consolidated Net Worth at any time to be less than the sum of (a) $80,322,000
PLUS (b) fifty percent (50%) of Net Income (if positive) calculated separately
for each fiscal quarter ending after June 30, 1999, PLUS (c) seventy-five
percent (75%) of the adjustment to stockholders' equity made in connection with
the issuance of any Capital Stock.

      (D) CAPITAL EXPENDITURES. The Borrower will not, nor will it permit any
Subsidiary to, expend, or be committed to expend, for Capital Expenditures in
the acquisition of fixed assets, (i) at any time from and after June 24, 1998,
in connection with the purchase and upgrade of integrated corporate computer and
information systems for the Borrower and its Subsidiaries in an aggregate amount
in excess of $3,000,000 and (ii) during any period of 12 consecutive months,
other Capital Expenditures in excess of two and one-half percent (2.5%) of
Consolidated Revenues of the Borrower and its Subsidiaries for the immediately
preceding twelve months. For purposes of this SECTION 7.4(D), the Capital
Expenditures (including Capital Expenditures in excess of $3,000,000 under the
foregoing clause (i)) for all Subsidiaries during the applicable twelve-month
period are to be included, even though some of such Capital Expenditures
occurred prior to such entity becoming a Subsidiary of the Borrower.

ARTICLE VIII: DEFAULTS

      8.1 DEFAULTS. Each of the following occurrences shall constitute a Default
under this Agreement:

      (a) FAILURE TO MAKE PAYMENTS WHEN DUE. The Borrower shall (i) fail to pay
when due any of the Obligations consisting of principal with respect to the
Loans or (ii) shall fail to pay within three (3) Business Days of the date when
due any of the other Obligations under this Agreement or the other Loan
Documents.

      (b) BREACH OF CERTAIN COVENANTS. The Borrower shall fail duly and
punctually to perform or observe any agreement, covenant or obligation binding
on the Borrower under:

            (i) SECTION 7.1(J) or 7.2(B) and such failure shall continue
      unremedied for ten (10) Business Days;

            (ii) SECTIONS 7.1(A), 7.2(C), 7.2(D), 7.2(E), 7.2(G) and including
      7.2(I) and such failure shall continue unremedied for five (5) Business
      Days; or

            (iii) SECTIONS 7.1(B), 7.2(A), 7.2(F), 7.2(J), 7.2(M), 7.3 or 7.4.

      (c) BREACH OF REPRESENTATION OR WARRANTY. Any representation or warranty
made or deemed made by the Borrower to the Agent or any Lender herein or by the
Borrower or any of its Subsidiaries in any of the other Loan Documents or in any
written statement or certificate at

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<PAGE>
any time given by any such Person pursuant to any of the Loan Documents shall be
false or misleading in any material respect on the date as of which made (or
deemed made).

      (d) OTHER DEFAULTS. The Borrower shall default in the performance of or
compliance with any term contained in this Agreement (other than as covered by
PARAGRAPHS (A), (B) or (C) of this SECTION 8.1), or the Borrower or any of its
Subsidiaries shall default in the performance of or compliance with any term
contained in any of the other Loan Documents, and such default shall continue
for thirty (30) days after the occurrence thereof.

      (e) DEFAULT AS TO OTHER INDEBTEDNESS. The Borrower or any of its
Subsidiaries shall fail to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) with respect
to any Indebtedness the outstanding principal amount of which Indebtedness is in
excess of $5,000,000; or any breach, default or event of default shall occur, or
any other condition shall exist under any instrument, agreement, or any other
indenture pertaining to any such Indebtedness, if the effect thereof is to cause
an acceleration, mandatory redemption, a requirement that the Borrower offer to
purchase such Indebtedness or other required repurchase of such Indebtedness, or
permit the holder(s) of such Indebtedness to accelerate the maturity of any such
Indebtedness or require a redemption or other repurchase of such Indebtedness;
or any such Indebtedness shall be otherwise declared to be due and payable (by
acceleration or otherwise) or required to be prepaid, redeemed or otherwise
repurchased by the Borrower or any of its Subsidiaries (other than by a
regularly scheduled required prepayment) prior to the stated maturity thereof.

      (f)   INVOLUNTARY BANKRUPTCY: APPOINTMENT OF RECEIVER, ETC.

            (i) An involuntary case shall be commenced against the Borrower or
      any of the Borrower's Subsidiaries and the petition shall not be
      dismissed, stayed, bonded or discharged within sixty (60) days after
      commencement of the case; or a court having jurisdiction in the premises
      shall enter a decree or order for relief in respect of the Borrower or any
      of the Borrower's Subsidiaries in an involuntary case, under any
      applicable bankruptcy, insolvency or other similar law now or hereinafter
      in effect; or any other similar relief shall be granted under any
      applicable federal, state, local or foreign law.

            (ii) A decree or order of a court having jurisdiction in the
      premises for the appointment of a receiver, liquidator, sequestrator,
      trustee, custodian or other officer having similar powers over the
      Borrower or any of the Borrower's Subsidiaries or over all or a
      substantial part of the property of the Borrower or any of the Borrower's
      Subsidiaries shall be entered; or an interim receiver, trustee or other
      custodian of the Borrower or any of the Borrower's Subsidiaries or of all
      or a substantial part of the property of the Borrower or any of the
      Borrower's Subsidiaries shall be appointed or a warrant of attachment,
      execution or similar process against any substantial part of the property
      of the Borrower or any of the Borrower's Subsidiaries shall be issued and
      any such event shall not be stayed, dismissed, bonded or discharged within
      sixty (60) days after entry, appointment or issuance.

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<PAGE>
      (g) VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC. The Borrower or
any of the Borrower's Subsidiaries shall (i) commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, (ii) consent to the entry of an order for relief in an involuntary case,
or to the conversion of an involuntary case to a voluntary case, under any such
law, (iii) consent to the appointment of or taking possession by a receiver,
trustee or other custodian for all or a substantial part of its property, (iv)
make any assignment for the benefit of creditors or (v) take any corporate
action to authorize any of the foregoing.

      (h) JUDGMENTS AND ATTACHMENTS. Any money judgment(s), writ or warrant of
attachment, or similar process against the Borrower or any of its Subsidiaries
or any of their respective assets involving in any single case or in the
aggregate an amount in excess of $5,000,000 is or are entered and shall remain
undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days or
in any event later than fifteen (15) days prior to the date of any proposed sale
thereunder.

      (i) DISSOLUTION. Any order, judgment or decree shall be entered against
the Borrower or any of its Subsidiaries decreeing its involuntary dissolution or
split up and such order shall remain undischarged and unstayed for a period in
excess of sixty (60) days; or the Borrower or any of its Subsidiaries shall
otherwise dissolve or cease to exist except as specifically permitted by this
Agreement.

      (j) LOAN DOCUMENTS; FAILURE OF SECURITY. At any time, for any reason, (i)
any Loan Document as a whole that materially affects the ability of the Agent,
or any of the Lenders to enforce the Obligations or enforce their rights against
the Collateral ceases to be in full force and effect or the Borrower or any of
the Borrower's Subsidiaries party thereto seeks to repudiate its obligations
thereunder or the Liens intended to be created thereby are, or the Borrower or
any such Subsidiary seeks to render such Liens, invalid or unperfected, or (ii)
any Lien on the Capital Stock of any Material Subsidiary shall, at any time, for
any reason, be invalidated or otherwise cease to be in full force and effect, or
such Lien shall not have the priority contemplated by this Agreement or the Loan
Documents.

      (k) TERMINATION EVENT. Any Termination Event occurs which is reasonably
likely to subject the Borrower or any of its Subsidiaries to liability
individually or in the aggregate in excess of $5,000,000.

      (1) WAIVER OF MINIMUM FUNDING STANDARD. If the plan administrator of any
Plan applies under Section 412(d) of the Code for a waiver of the minimum
funding standards of Section 412(a) of the Code and any Lender believes the
substantial business hardship upon which the application for the waiver is based
could reasonably be expected to subject either the Borrower or any Controlled
Group member to liability individually or in the aggregate in excess of
$1,000,000.

      (m) CHANGE OF CONTROL. A Change of Control shall occur.

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<PAGE>
      (n) HEDGING AGREEMENTS. Nonpayment by the Borrower or any Subsidiary of
any obligation under any Hedging Agreement or the breach by the Borrower or
Subsidiary of any other term, provision or condition contained in any Hedging
Agreement and such nonpayment or breach shall continue for ten (10) days after
the occurrence thereof.

      (o) GUARANTOR DEFAULT OR REVOCATION. Any Guaranty shall fail to remain in
full force or effect or any action shall be taken by the Borrower or any
Subsidiary to discontinue or to assert the invalidity or unenforceability of any
Guaranty, or any Guarantor shall fail to comply with any of the terms or
provisions of any Guaranty to which it is a party, or any Guarantor denies that
it has any further liability under any Guaranty to which it is a party, or gives
notice to such effect.

      (p) FAILURE OF SUBORDINATION. The subordination provisions of the
documents and instruments evidencing any Permitted Subordinated Indebtedness in
an individual or aggregate principal amount outstanding in excess of $5,000,000
shall, at any time, be invalidated or otherwise cease to be in full force and
effect.

      A Default shall be deemed "continuing" until cured or until waived in
writing in accordance with SECTION 9.3.

ARTICLE IX: ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES

      9.1 TERMINATION OF COMMITMENTS, ACCELERATION. If any Default described in
SECTION 8.1(F) or 8.1(G) occurs with respect to the Borrower, the obligations of
the Lenders to make Loans hereunder and the obligation of the Agent to issue
Letters of Credit hereunder shall automatically terminate and the Obligations
shall immediately become due and payable without any election or action on the
part of the Agent or any Lender. If any other Default occurs, the Required
Lenders may terminate or suspend the obligations of the Lenders to make Loans
hereunder and the obligation of the Issuing Banks to issue Letters of Credit
hereunder, or declare the Obligations to be due and payable, or both, whereupon,
after written notice to the Borrower, the Obligations shall become immediately
due and payable, without presentment, demand, protest or other notice of any
kind, all of which the Borrower expressly waives.

      9.2 DEFAULTING LENDER. In the event that any Lender fails to fund its Pro
Rata Share of any Advance requested or deemed requested by the Borrower, which
such Lender is obligated to fund under the terms of this Agreement (the funded
portion of such Advance being hereinafter referred to as a "NON PRO RATA LOAN"),
until the earlier of such Lender's cure of such failure and the termination of
the Commitments, the proceeds of all amounts thereafter repaid to the Agent by
the Borrower and otherwise required to be applied to such Lender's share of all
other Obligations pursuant to the terms of this Agreement shall be advanced to
the Borrower by the Agent on behalf of such Lender to cure, in full or in part,
such failure by such Lender, but shall nevertheless be deemed to have been paid
to such Lender in satisfaction of such other Obligations.
Notwithstanding anything in this Agreement to the contrary:

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<PAGE>
            (i) the foregoing provisions of this SECTION 9.2 shall apply only
      with respect to the proceeds of payments of Obligations and shall not
      affect the conversion or continuation of Loans pursuant to SECTION 2.8;

            (ii) any such Lender shall be deemed to have cured its failure to
      fund its Pro Rata Share of any Advance at such time as an amount equal to
      such Lender's original Pro Rata Share of the requested principal portion
      of such Advance is fully funded to the Borrower, whether made by such
      Lender itself or by operation of the terms of this SECTION 9.2, and
      whether or not the Non Pro Rata Loan with respect thereto has been repaid,
      converted or continued;

            (iii) amounts advanced to the Borrower to cure, in full or in part,
      any such Lender's failure to fund its Pro Rata Share of any Advance ("CURE
      LOANS") shall bear interest at the rate applicable to Floating Rate Loans
      in effect from time to time, and for all other purposes of this Agreement
      shall be treated as if they were Floating Rate Loans;

            (iv) regardless of whether or not a Default has occurred or is
      continuing, and notwithstanding the instructions of the Borrower as to its
      desired application, all repayments of principal which, in accordance with
      the other terms of this Agreement, would be applied to the outstanding
      Floating Rate Loans shall be applied FIRST, ratably to all Floating Rate
      Loans constituting Non Pro Rata Loans, SECOND, ratably to Floating Rate
      Loans other than those constituting Non Pro Rata Loans or Cure Loans and,
      third, ratably to Floating Rate Loans constituting Cure Loans;

            (v) for so long as and until the earlier of any such Lender's cure
      of the failure to fund its Pro Rata Share of any Advance and the
      termination of the Commitments, the term "Required Lenders" for purposes
      of this Agreement shall mean Lenders (excluding all Lenders whose failure
      to fund their respective Pro Rata Shares of such Advance have not been so
      cured) whose Pro Rata Shares represent at least sixty-six and two-thirds
      percent (66-2/3%) of the aggregate Pro Rata Shares of such Lenders; and

            (vi) for so long as and until any such Lender's failure to fund its
      Pro Rata Share of any Advance is cured in accordance with SECTION 9.2(II),
      (A) such Lender shall not be entitled to any commitment fees with respect
      to its Commitment and (B) such Lender shall not be entitled to any letter
      of credit fees, which commitment fees and letter of credit fees shall
      accrue in favor of the Lenders which have funded their respective Pro Rata
      Share of such requested Advance, shall be allocated among such performing
      Lenders ratably based upon their relative Commitments, and shall be
      calculated based upon the average amount by which the aggregate
      Commitments of such performing Lenders exceeds the sum of (I) the
      outstanding principal amount of the Loans owing to such performing
      Lenders, PLUS (II) the outstanding Reimbursement Obligations owing to such
      performing Lenders, PLUS (III) the aggregate participation interests of
      such performing Lenders arising pursuant to SECTION 3.5 with respect to
      undrawn and outstanding Letters of Credit.

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<PAGE>
      9.3 AMENDMENTS. Subject to the provisions of this ARTICLE IX, the Required
Lenders (or the Agent with the consent in writing of the Required Lenders) and
the Borrower may enter into agreements supplemental hereto for the purpose of
adding or modifying any provisions to the Loan Documents or changing in any
manner the rights of the Lenders or the Borrower hereunder or waiving any
Default hereunder or any provision in any Loan Document; PROVIDED, HOWEVER, that
no such supplemental agreement shall, without the consent of each Lender
affected thereby:

            (i) Postpone or extend the Termination Date or any other date fixed
      for any payment of principal of, or interest on, the Loans, the
      Reimbursement Obligations or any fees or other amounts payable to such
      Lender (except with respect to (a) any modifications of the provisions
      relating to prepayments of Loans and other Obligations and (b) a waiver of
      the application of the default rate of interest pursuant to SECTION 2.9
      hereof);

            (ii) Reduce the principal amount of any Loans or L/C Obligations, or
      reduce the rate or extend the time of payment of interest or fees thereon;

            (iii) Reduce the percentage specified in the definition of Required
      Lenders or any other percentage of Lenders specified to be the applicable
      percentage in this Agreement to act on specified matters;

            (iv) Other than pursuant to the provisions of Section 2.4(b),
      increase the amount of the Commitment of any Lender hereunder;

            (v) Permit the Borrower to assign its rights under this Agreement;

            (vi)  Amend this SECTION 9.3;

            (vii) Other than in connection with a transaction permitted under
      the terms of the Agreement release any guarantor of the Obligations;

            (viii) Other than in connection with a transaction permitted under
      the terms of the Agreement, release all or substantially all of the
      Collateral; or

            (ix) Amend the terms of SECTION 12.2.

No amendment of any provision of this Agreement relating to (a) the Agent shall
be effective without the written consent of the Agent, (b) Swing Line Loans
shall be effective without the written consent of the Swing Line Bank and (c)
Letters of Credit shall be effective without the written consent of the Issuing
Banks. The Agent may waive payment of the fee required under SECTION 13.3(B)
without obtaining the consent of any of the Lenders.

      9.4 PRESERVATION OF RIGHTS. No delay or omission of the Lenders or the
Agent to exercise any right under the Loan Documents shall impair such right or
be construed to be a waiver of any Default or an acquiescence therein, and the
making of a Loan or the issuance of a

                                       72
<PAGE>
Letter of Credit notwithstanding the existence of a Default or the inability of
the Borrower to satisfy the conditions precedent to such Loan or issuance of
such Letter of Credit shall not constitute any waiver or acquiescence. Any
single or partial exercise of any such right shall not preclude other or further
exercise thereof or the exercise of any other right, and no waiver, amendment or
other variation of the terms, conditions or provisions of the Loan Documents
whatsoever shall be valid unless in writing signed by the Lenders required
pursuant to Section 9.3, and then only to the extent in such writing
specifically set forth. All remedies contained in the Loan Documents or by law
afforded shall be cumulative and all shall be available to the Agent and the
Lenders until the Obligations have been paid in full.

ARTICLE X: GENERAL PROVISIONS

      10.1 SURVIVAL OF REPRESENTATIONS. All representations and warranties of
the Borrower contained in this Agreement shall survive delivery of the Notes and
the making of the Loans herein contemplated.

      10.2 GOVERNMENTAL REGULATION. Anything contained in this Agreement to the
contrary notwithstanding, no Lender shall be obligated to extend credit to the
Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

      10.3 PERFORMANCE OF OBLIGATIONS. The Borrower agrees that the Agent may,
but shall have no obligation to (i) at any time, pay or discharge taxes, liens,
security interests or other encumbrances levied or placed on or threatened
against any Collateral and (ii) after the occurrence and during the continuance
of a Default, make any other payment or perform any act required of the Borrower
under any Loan Document or take any other action which the Agent in its
discretion deems necessary or desirable to protect or preserve the Collateral or
enhance the likelihood of repayment of the Obligations. The Agent shall use its
reasonable efforts to give the Borrower and the Lenders notice of any action
taken under this SECTION 10.3 prior to the taking of such action or promptly
thereafter provided the failure to give such notice shall not affect the
Borrower's or Lenders' obligations in respect thereof. The Borrower agrees to
pay the Agent, upon demand, the principal amount of all funds advanced by the
Agent under this SECTION 10.3, together with interest thereon at the rate from
time to time applicable to Floating Rate Loans from the date of such advance
until the outstanding principal balance thereof is paid in full. If the Borrower
fails to make payment in respect of any such advance under this SECTION 10.3
within one (1) Business Day after the date the Borrower receives written demand
therefor from the Agent, the Agent shall promptly notify each Lender and each
Lender agrees that it shall thereupon make available to the Agent, in Dollars in
immediately available funds, the amount equal to such Lender's Pro Rata Share of
such advance. If such funds are not made available to the Agent by such Lender
within one (1) Business Day after the Agent's demand therefor, the Agent will be
entitled to recover any such amount from such Lender together with interest
thereon at the Federal Funds Effective Rate for each day during the period
commencing on the date of such demand and ending on the date such amount is
received. The failure of any Lender to make available to the Agent its Pro Rata
Share of any such unreimbursed advance under this Section 10.3 shall neither
relieve any other Lender of its obligation hereunder to make available to the
Agent such other Lender's Pro Rata Share of such advance on the date such
payment is to be made nor increase the obligation of any other Lender to make
such payment to the Agent.  All

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outstanding principal of, and interest on, advances made under this Section
10.3 shall constitute Obligations for purposes hereof.

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

      10.5 ENTIRE AGREEMENT. The Loan Documents embody the entire agreement and
understanding among the Borrower, the Agent and the Lenders and supersede all
prior agreements and understandings among the Borrower, the Agent and the
Lenders relating to the subject matter thereof.

      10.6 SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other Lender (except to the extent to which
the Agent is authorized to act as such). The failure of any Lender to perform
any of its obligations hereunder shall not relieve any other Lender from any of
its obligations hereunder. This Agreement shall not be construed so as to confer
any right or benefit upon any Person other than the parties to this Agreement
and their respective successors and assigns.

      10.7  EXPENSES; INDEMNIFICATION.

      (A) EXPENSES. The Borrower shall reimburse the Agent for any reasonable
costs, internal charges and out-of-pocket expenses (including reasonable
attorneys' and paralegals' fees and time charges of attorneys and paralegals for
the Agent, which attorneys and paralegals may be employees of the Agent) paid or
incurred by the Agent in connection with the preparation, negotiation,
execution, delivery, syndication, review, amendment, modification, and
administration of the Loan Documents. The Borrower also agrees to reimburse the
Agent and the Lenders for any costs, internal charges and out-of-pocket expenses
(including attorneys' and paralegals' fees and time charges of attorneys and
paralegals for the Agent and the Lenders, which attorneys and paralegals may be
employees of the Agent or the Lenders) paid or incurred by the Agent or any
Lender in connection with the collection of the Obligations and enforcement of
the Loan Documents. In addition to expenses set forth above, the Borrower agrees
to reimburse the Agent, promptly after the Agent's request therefor, for each
audit or other business analysis performed by or for the benefit of the Lenders
in connection with this Agreement or the other Loan Documents at a time when a
Default exists in an amount equal to the Agent's then reasonable and customary
charges for each person employed to perform such audit or analysis, plus all
costs and expenses (including without limitation, travel expenses) incurred by
the Agent in the performance of such audit or analysis. Agent shall provide the
Borrower with a detailed statement of all reimbursements requested under this
SECTION 10.7(A).

      (B) INDEMNITY. The Borrower further agrees to defend, protect, indemnify,
and hold harmless the Agent and each and all of the Lenders and each of their
respective Affiliates, and each of such Agent's, Lender's, or Affiliate's
respective officers, directors, employees, attorneys and agents (including,
without limitation, those retained in connection with the satisfaction or
attempted satisfaction of any of the conditions set forth in ARTICLE V)
(collectively, the

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"INDEMNITEES") from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims, costs, expenses of any
kind or nature whatsoever (including, without limitation, the fees and
disbursements of counsel for such Indemnitees in connection with any
investigative, administrative or judicial proceeding, whether or not such
Indemnitees shall be designated a party thereto), imposed' on, incurred by, or
asserted against such Indemnitees in any manner relating to or arising out of:

            (i) this Agreement, the other Loan Documents or any of the
      Transaction Documents (as defined in the Existing Credit Agreement), or
      any act, event or transaction related or attendant thereto or to the
      Initial Acquisitions, the Mergers, the Public Offering or the Related
      Transactions (as such terms are defined in the Existing Credit Agreement)
      or to any Permitted Acquisition, the making of the Loans, and the issuance
      of and participation in Letters of Credit hereunder, the management of
      such Loans or Letters of Credit, the use or intended use of the proceeds
      of the Loans or Letters of Credit hereunder, or any of the other
      transactions contemplated by the Loan Documents or the Transaction
      Documents (as defined in the Existing Credit Agreement); or

            (ii) any liabilities, obligations, responsibilities, losses,
      damages, personal injury, death, punitive damages, economic damages,
      consequential damages, treble damages, intentional, willful or wanton
      injury, damage or threat to the environment, natural resources or public
      health or welfare, costs and expenses (including, without limitation,
      attorney, expert and consulting fees and costs of investigation,
      feasibility or remedial action studies), fines, penalties and monetary
      sanctions, interest, direct or indirect, known or unknown, absolute or
      contingent, past, present or future relating to violation of any
      Environmental, Health or Safety Requirements of Law arising from or in
      connection with the past, present or future operations of the Borrower,
      its Subsidiaries or any of their respective predecessors in interest, or,
      the past, present or future environmental, health or safety condition of
      any respective property of the Borrower or its Subsidiaries, the presence
      of asbestos-containing materials at any respective property of the
      Borrower or its Subsidiaries or the Release or threatened Release of any
      Contaminant into the environment (collectively, the "INDEMNIFIED
      MATTERS");

PROVIDED, HOWEVER, the Borrower shall have no obligation to an Indemnitee
hereunder with respect to Indemnified Matters caused by or resulting from (y) a
dispute among the Lenders or a dispute between any Lender and the Agent, or (z)
the willful misconduct or Gross Negligence of such Indemnitee or breach of
contract by such Indemnitee with respect to the Loan Documents, in each case, as
determined by the final non-appealed judgment of a court of competent
jurisdiction. If the undertaking to indemnify, pay and hold harmless set forth
in the preceding sentence may be unenforceable because it is violative of any
law or public policy, the Borrower shall contribute the maximum portion which -
it is permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all Indemnified Matters incurred by the Indemnitees.

      (C) WAIVER OF CERTAIN CLAIMS; SETTLEMENT OF CLAIMS. The Borrower further
agrees to assert no claim against any of the Indemnitees on any theory of
liability for consequential, special, indirect, exemplary or punitive damages.
No settlement shall be entered into by the Borrower or any if its Subsidiaries
with respect to any claim, litigation, arbitration or other

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proceeding relating to or arising out of the transactions evidenced by this
Agreement, the other Loan Documents or in connection with the Initial
Acquisitions, the Mergers, the Public Offering or Related Transactions (as such
terms are defined in the Existing Credit Agreement) or any Permitted Acquisition
(whether or not the Agent or any Lender or any Indemnitee is a party thereto)
unless such settlement releases all Indemnitees from any and all liability with
respect thereto.

      (D) SURVIVAL OF AGREEMENTS. The obligations and agreements of the Borrower
under this SECTION 10.7 shall survive the termination of this Agreement.

      10.8 NUMBERS OF DOCUMENTS. All statements, notices, closing documents, and
requests hereunder shall be furnished to the Agent with sufficient counterparts
so that the Agent may furnish one to each of the Lenders.

      10.9 ACCOUNTING. Except as provided to the contrary herein, all accounting
terms used herein shall be interpreted and all accounting determinations
hereunder shall be made in accordance with Agreement Accounting Principles.

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

      10.11 NONLIABILITY OF LENDERS. The relationship between the Borrower and
the Lenders and the Agent shall be solely that of borrower and lender. Neither
the Agent nor any Lender shall have any fiduciary responsibilities to the
Borrower. Neither the Agent nor any Lender undertakes any responsibility to the
Borrower to review or inform the Borrower of any matter in connection with any
phase of the Borrower's business or operations.

      10.12 GOVERNING LAW. ANY DISPUTE BETWEEN THE BORROWER AND THE AGENT, ANY
LENDER, OR ANY INDEMNITEE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT,
TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL
LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ, BUT
OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF
ILLINOIS.

      10.13 CONSENT TO JURISDICTION: SERVICE OF PROCESS: JURY TRIAL.

      (A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (B), EACH OF
THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE

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RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR
OTHERWISE, SHALL BE RESOLVED EXCLUSIVELY BY STATE OR FEDERAL COURTS LOCATED IN
CHICAGO, ILLINOIS, BUT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM
THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF CHICAGO,
ILLINOIS. EACH OF THE PARTIES HERETO WAIVES IN ALL DISPUTES BROUGHT PURSUANT TO
THIS SUBSECTION (A) ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT
CONSIDERING THE DISPUTE.

      (B) OTHER JURISDICTIONS. THE BORROWER AGREES THAT THE AGENT, ANY LENDER OR
ANY INDEMNITEE SHALL HAVE THE RIGHT TO PROCEED AGAINST THE BORROWER OR ITS
PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL
JURISDICTION OVER THE BORROWER OR (2) ENFORCE A JUDGMENT OR OTHER COURT ORDER
ENTERED IN FAVOR OF SUCH PERSON. THE BORROWER AGREES THAT IT WELL NOT ASSERT ANY
PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON. THE BORROWER WAIVES ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH PERSON HAS
COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION (B).

      (C) SERVICE OF PROCESS. THE BORROWER WAIVES PERSONAL SERVICE OF ANY
PROCESS UPON IT AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY WRITS,
PROCESS OR SUMMONSES IN ANY SUIT, ACTION OR PROCEEDING BY THE MAILING THEREOF BY
THE AGENT OR THE LENDERS BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
THE BORROWER ADDRESSED AS PROVIDED HEREIN. NOTHING HEREIN SHALL IN ANY WAY BE
DEEMED TO LIMIT THE ABILITY OF THE AGENT OR THE LENDERS TO SERVE ANY SUCH WRITS,
PROCESS OR SUMMONSES IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. THE
BORROWER IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY
OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH IN ANY
JURISDICTION SET FORTH ABOVE.

      (D) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT

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ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART
OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF
THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

      (E) WAIVER OF BOND. THE BORROWER WAIVES THE POSTING OF ANY BOND OTHERWISE
REQUIRED OF ANY PARTY HERETO IN CONNECTION WITH ANY JUDICIAL PROCESS OR
PROCEEDING TO REALIZE ON THE COLLATERAL ENFORCE ANY JUDGMENT OR OTHER COURT
ORDER ENTERED IN FAVOR OF SUCH PARTY, OR TO ENFORCE BY SPECIFIC PERFORMANCE,
TEMPORARY RESTRAINING ORDER, PRELIMINARY OR PERMANENT INJUNCTION, THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT.

      (F) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO EACH OTHER PARTY
HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE PROVISIONS OF
THIS SECTION 10.13, WITH ITS COUNSEL.

      10.14 NO STRICT CONSTRUCTION. The parties hereto have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Agreement.

      10.15 SUBORDINATION OF INTERCOMPANY INDEBTEDNESS. The Borrower agrees that
any and all claims of the Borrower against any Guarantor, any endorser or any
other guarantor of all or any part of the Obligations, or against any of its
properties, including, without limitation, pursuant to the any intercompany
Indebtedness permitted under SECTION 7.3(A)(VI), shall be subordinate and
subject in right of payment to the prior payment, in full and in cash, of all
Obligations. Notwithstanding any right of the Borrower to ask, demand, sue for,
take or receive any payment from any Guarantor, all rights, liens and security
interests of the Borrower, whether now or hereafter arising and howsoever
existing, in any assets of any Guarantor shall be and are subordinated to the
rights, if any, of the Lenders and the Agent in those assets. The Borrower shall
have no right to possession of any such asset or to foreclose upon any such
asset, whether by judicial action or otherwise, unless and until all of the
Obligations shall have been paid in full in cash and satisfied and all financing
arrangements under this Agreement and the other Loan Documents between the
Borrower and the Agent and the Lenders have been terminated. If, during the
continuance of a Default, all or any part of the assets of any Guarantor, or the
proceeds thereof, are subject to any distribution, division or application to
the creditors of any Guarantor, whether partial or complete, voluntary or
involuntary, and whether by reason of liquidation, bankruptcy, arrangement,
receivership, assignment for the benefit of creditors or any other action or
proceeding, then, and in any such event, any payment or distribution of any kind
or character, either in cash, securities or other property, which shall be
payable or deliverable upon or with respect to any indebtedness of any Guarantor
to the Borrower, including, without limitation, pursuant to the any intercompany
Indebtedness permitted under SECTION 7.3(A)(VI) ("INTERCOMPANY INDEBTEDNESS")
shall be paid or delivered directly to the Agent for application

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on any of the Obligations, due or to become due, until such Obligations shall
have first been paid in full in cash and satisfied; PROVIDED, HOWEVER, ordinary
course payments or distributions made by any Guarantor to the Borrower shall be
required to be paid or delivered to the Agent only upon the Agent's request. The
Borrower irrevocably authorizes and empowers the Agent to demand, sue for,
collect and receive every such payment or distribution and give acquittance
therefor and to make and present for and on behalf of the Borrower such proofs
of claim and take such other action, in the Agent's own name or in the name of
the Borrower or otherwise, as the Agent may deem necessary or advisable for the
enforcement of this SECTION 10.15. The Agent may vote such proofs of claim in
any such proceeding, receive and collect any and all dividends or other payments
or disbursements made thereon in whatever form the same may be paid or issued
and apply the same on account of any of the Obligations. Should any payment,
security or instrument or proceeds thereof be received by the Borrower upon or
with respect to the Intercompany Indebtedness during the continuance of a
Default and prior to the satisfaction of all of the Obligations and the
termination of all financing arrangements under this Agreement and the other
Loan Documents between the Borrower and the Agent and the Lenders, the Borrower
shall receive and hold the same in trust, as trustee, for the benefit of the
Agent and the Holders of Secured Obligations and shall forthwith deliver the
same to the Agent, for the benefit of the Agent and the Holders of Secured
Obligations, in precisely the form received (except for the endorsement or
assignment of the Borrower where necessary), for application to any of the
Obligations, due or not due, and, until so delivered, the same shall be held in
trust by the Borrower as the property of the Agent and the Lenders; PROVIDED,
HOWEVER, ordinary course payments or distributions made by any Guarantor to the
Borrower shall be required to be paid or delivered to the Agent only upon the
Agent's request. If the Borrower fails to make any such endorsement or
assignment to the Agent, the Agent or any of its officers or employees are
irrevocably authorized to make the same. The Borrower agrees that until the
Obligations have been paid in full in cash and satisfied and all financing
arrangements under this Agreement and the other Loan Documents between the
Borrower and the Agent and the Lenders have been terminated, the Borrower will
not assign or transfer to any Person (other than the Agent) any claim the
Borrower has or may have against any Guarantor.

      10.16. USURY NOT INTENDED. It is the intent of the Borrower and each
Lender in the execution and performance of this Agreement and the other Loan
Documents to contract in strict compliance with applicable usury laws, including
conflicts of law concepts, governing the Advances of each Lender including such
applicable laws of the State of Texas and the United States of America from
time-to-time in effect. In furtherance thereof, the Lenders and the Borrower
stipulate and agree that none of the terms and provisions contained in this
Agreement or the other Loan Documents shall ever be construed to create a
contract to pay, as consideration for the use, forbearance or detention of
money, interest at a rate in excess of the Maximum Rate and that for purposes
hereof "interest" shall include the aggregate of all charges which constitute
interest under such laws that are contracted for, charged or received under this
Agreement; and in the event that, notwithstanding the foregoing, under any
circumstances the aggregate amounts taken, reserved, charged, received or paid
on the Advances, include amounts which by applicable law are deemed interest
which would exceed the Maximum Rate, then such excess shall be deemed to be a
mistake and each Lender receiving same shall credit the same on the principal of
its Notes (or if such Notes shall have been paid in full, refund said excess to
the Borrower). In the event that the maturity of the Notes are accelerated by
reason of any election of the holder

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thereof resulting from any Default under this Agreement or otherwise, or in the
event of any required or permitted prepayment, then such consideration that
constitutes interest may never include more than the Maximum Rate and excess
interest, if any, provided for in this Agreement or otherwise shall be canceled
automatically as of the date of such acceleration or prepayment and, if
theretofore paid, shall be credited on the applicable Notes (or, if the
applicable Notes shall have been paid in full, refunded to the Borrower of such
interest). In determining whether or not the interest paid or payable under any
specific contingencies exceeds the Maximum Rate, the Borrower, and the Lenders
shall to the maximum extent permitted under applicable law amortize, prorate,
allocate and spread in equal parts during the period of the full stated term of
the Notes all amounts considered to be interest under applicable law at any time
contracted for, charged, received or reserved in connection with the
Obligations. The provisions of this Section shall control over all other
provisions of this Agreement or the I other Loan Documents which may be in
apparent conflict herewith.

      10.17. BUSINESS LOANS. The Borrower warrants and represents that the Loans
evidenced by the Notes are and shall be for business, commercial, investment or
other similar purposes and not primarily for personal, family, household or
agricultural use, as such terms are used in Chapter One ("Chapter One") of the
Texas Credit Code. At all such times, if any, as Chapter One shall establish a
Maximum Rate, the Maximum Rate shall be the "indicated rate ceiling" (as such
term is defined in Chapter One) from time to time in effect.

ARTICLE XI: THE AGENT

      11.1 APPOINTMENT; NATURE OF RELATIONSHIP. Bank One, NA, is appointed by
the Lenders as the Agent hereunder and under each other Loan Document, and each
of the Lenders irrevocably authorizes the Agent (for so long as the Agent
remains in such capacity under this Agreement) to act as the contractual
representative of such Lender with only the rights and duties expressly set
forth herein and in the other Loan Documents. The Agent agrees to act as such
contractual representative upon the express conditions contained in this ARTICLE
XI. Notwithstanding the use of the defined term "Agent," it is expressly
understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement and that the Agent is
merely acting as the representative of the Lenders with only those duties as are
expressly set forth in this Agreement and the other Loan Documents. In its
capacity as the Lenders' contractual representative, the Agent (i) does not
assume any fiduciary duties to any of the Lenders, (ii) is a "representative" of
the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code
and (iii) is acting as an independent contractor, the rights and duties of which
are limited to those expressly set forth in this Agreement and the other Loan
Documents. Each of the Lenders agrees to assert no claim against the Agent on
any agency theory or any other theory of liability for breach of fiduciary duty,
all of which claims each Lender waives.

      11.2 POWERS. The Agent shall have and may exercise such powers under the
Loan Documents as are specifically delegated to the Agent by the terms of each
thereof, together with such powers as are reasonably incidental thereto. The
Agent shall have no implied duties or fiduciary duties to the Lenders, or any
obligation to the Lenders to take any action hereunder or

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under any of the other Loan Documents except any action specifically provided by
the Loan Documents required to be taken by the Agent.

      11.3 GENERAL IMMUNITY. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrower, the Lenders or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except
to the extent such action or inaction is found in a final judgment by a court of
competent jurisdiction to have arisen solely from (i) the Gross Negligence or
willful misconduct of such Person or (ii) breach of contract by such Person with
respect to the Loan Documents.

      11.4 NO RESPONSIBILITY FOR LOANS, CREDITWORTHINESS, COLLATERAL, RECITALS,
ETC. Neither the Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into, or verify
(i) any statement, warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (ii) the performance or observance of any
of the covenants or agreements of any obligor under any Loan Document, (iii) the
satisfaction of any condition specified in ARTICLE V, except receipt of items
required to be delivered solely to the Agent; (iv) the existence or possible
existence of any Default or (v) the validity, effectiveness or genuineness of
any Loan Document or any other instrument or writing furnished in connection
therewith. The Agent shall not be responsible to any Lender for any recitals,
statements, representations or warranties herein or in any of the other Loan
Documents, for the perfection or priority of any of the Liens on any of the
Collateral, or for the execution, effectiveness, genuineness, validity,
legality, enforceability, collectability, or sufficiency of this Agreement or
any of the other Loan Documents or the transactions contemplated thereby, or for
the financial condition of any guarantor of any or all of the Obligations, the
Borrower or any of its Subsidiaries.

      11.5 ACTION ON INSTRUCTIONS OF LENDERS. The Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder and under any
other Loan Document in accordance with written instructions signed by the
Required Lenders (or any other percentage of Lenders specified to be the
applicable percentage in this Agreement or any other Loan Document to act on
specified matters), and such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders and on all holders of
Notes. The Agent shall be fully justified in failing or refusing to take any
action hereunder and under any other Loan Document unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

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

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      11.7 RELIANCE ON DOCUMENTS; COUNSEL. The Agent shall be entitled to rely
upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

      11.8 THE AGENT'S REIMBURSEMENT AND INDEMNIFICATION. The Lenders agree to
reimburse and indemnify the Agent ratably in proportion to their respective
Commitments (i) for any amounts not reimbursed by the Borrower for which the
Agent is entitled to reimbursement by the Borrower under the Loan Documents,
(ii) for any other expenses incurred by the Agent on behalf of the Lenders, in
connection with the preparation, execution, delivery, administration and
enforcement of the Loan Documents and (iii) for any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against the Agent 'in any way relating to or arising out
of the Loan Documents or any other document delivered in connection therewith or
the transactions contemplated thereby, or the enforcement of any of the terms
thereof or of any such other documents, provided that no Lender shall be liable
for any of the foregoing to the extent any of the foregoing is found in a final
non-appealable judgment by a court of competent jurisdiction to have arisen
solely from the Gross Negligence or willful misconduct of the Agent.

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

      11.10 RIGHTS AS A LENDER. With respect to its Commitment, Loans made by it
and the Notes issued to it, the Agent shall have the same rights and powers
hereunder and under any other Loan Document as any Lender and may exercise the
same as through it were not the Agent, and the term "Lender" or "Lenders" shall,
unless the context otherwise indicates, include the Agent in its individual
capacity. The Agent may accept deposits from, lend money to, and generally
engage in any kind of trust, debt, equity or other transaction, in addition to
those contemplated by this Agreement or any other Loan Document, with the
Borrower or any of its Subsidiaries in which such Person is not prohibited
hereby from engaging with any other Person.

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

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      11.12 SUCCESSOR AGENT. The Agent may resign at any time by giving written
notice thereof to the Lenders and the Borrower, and the Agent may be removed at
any time with or without cause by written notice received by the Agent from the
Required Lenders. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint, on behalf of the Borrower and the Lenders, a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty days
after the retiring Agent's giving notice of resignation, then the retiring Agent
may appoint, on behalf of the Borrower and the Lenders, a successor Agent.
Notwithstanding anything herein to the contrary, so long as no Default has
occurred and is continuing, each such successor Agent shall be subject to
approval by the Borrower, which approval shall not be unreasonably withheld.
Such successor Agent shall be a commercial bank having capital and retained
earnings of at least $50,000,000. Upon the acceptance of any appointment as the
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations hereunder and under the other Loan Documents. After any
retiring Agent's resignation hereunder as Agent, the provisions of this ARTICLE
XI shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Agent hereunder and under
the other Loan Documents.

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

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

      (c) The Lenders hereby authorize the Agent, at its option and in its
discretion, to (y) release any Lien granted to or held by the Agent upon any
Collateral and/or (z) release any Guarantor from its obligations under the
Guaranty (i) upon termination of the Commitments and payment and satisfaction of
all of the Obligations at any time arising under or in respect of this Agreement
or the Loan Documents or the transactions contemplated hereby or thereby; (ii)
in connection with any transaction permitted by, but only in accordance with,
the terms of the applicable Loan Document; or (iii) in connection with any
transaction approved, authorized or ratified in writing by the Required Lenders,
unless such release is required to be approved by all of the Lenders hereunder.
Upon request by the Agent at any time, the Lenders will confirm in writing the
Agent's authority to release particular types or items of Collateral pursuant to
this SECTION 11.12(C).

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      (d) Upon any sale or transfer of assets constituting Collateral which is
permitted pursuant to the terms of any Loan Document, or consented to in writing
by the Required Lenders or all of the Lenders, as applicable, or consummation of
any transaction involving the sale of all or substantially all of the assets of
a Guarantor and upon at least five Business Days' prior written request by the
Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders
to) execute such documents as may be necessary to evidence the release of the
Liens granted to the Agent for the benefit of the Holders of Secured Obligations
herein or pursuant hereto upon the Collateral that was sold or transferred or
evidence the release of the applicable Guarantor from its obligations under the
Guaranty; PROVIDED, HOWEVER, that (i) the Agent shall not be required to execute
any such document on terms which, in the Agent's opinion, would expose the Agent
to liability or create any obligation or entail any consequence other than the
release of such Liens without recourse or warranty, and (ii) such release shall
not in any manner discharge, affect or impair the Secured Obligations any other
Guarantor's obligations under the Guaranty or any Liens upon (or obligations of
the Borrower or any Subsidiary in respect of) all interests retained by the
Borrower or any Subsidiary, including (without limitation) the proceeds of the
sale, all of which shall continue to constitute part of the Collateral.

ARTICLE XII: SETOFF; RATABLE PAYMENTS

      12.1 SETOFF. In addition to, and without limitation of, any rights of the
Lenders under applicable law, if any Default occurs and is continuing, any
indebtedness from any Lender to the Borrower (including all account balances,
whether provisional or final and whether or not collected or available) may be
offset and applied toward the payment of the Obligations owing to such Lender,
whether or not the Obligations, or any part hereof, shall then be due.

      12.2 RATABLE PAYMENTS. If any Lender, whether by setoff or otherwise, has
payment made to it upon its Loans (other than payments received pursuant to
SECTIONS 4.1, 4.2 or 4.4 in a greater proportion than that received by any other
Lender, such Lender agrees, promptly upon demand, to purchase a portion of the
Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligation or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in proportion to the obligations owing to them. In case any such payment is
disturbed by legal process, or otherwise, appropriate further adjustments shall
be made.

      12.3 APPLICATION OF PAYMENTS. Subject to the provisions of SECTION 9.2,
(i) prior to the occurrence of a Default, the Agent shall apply all payments and
prepayments in respect of the Obligations in such order as shall be specified by
the Borrower and (ii) after the occurrence of a Default, the Agent shall, unless
otherwise specified at the direction of the Required Lenders which direction
shall be consistent with the last sentence of this SECTION 12.3, apply all
payments and prepayments in respect of any Obligations and all proceeds of
Collateral in the following order:

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            (A) first, to pay interest on and then principal of any portion of
      the Loans which the Agent may have advanced on behalf of any Lender for
      which the Agent has not then been reimbursed by such Lender or the
      Borrower;

            (B) second, to pay interest on and then principal of any advance
      made under Section 10.3 for which the Agent has not then been paid by the
      Borrower or reimbursed by the Lenders;

            (C) third, to pay Obligations in respect of any fees, expense
      reimbursements or indemnities then due to the Agent;

            (D) fourth, to pay Obligations in respect of any fees, expenses,
      reimbursements or indemnities then due to the Lenders and the Issuing
      Banks;

            (E) fifth, to pay interest due in respect of Swing Line Loans;

            (F) sixth, to pay interest due in respect of Loans (other than Swing
      Line Loans) and L/C Obligations;

            (G) seventh, to the ratable payment or prepayment of principal
      outstanding on Swing Line Loans;

            (H) eighth, to the ratable payment or prepayment of principal
      outstanding on Loans (other than Swing Line Loans) and Reimbursement
      Obligations in such order as the Agent may determine in its sole
      discretion;

            (I) ninth, to provide required cash collateral, if required pursuant
      to SECTION 3.10; and

            (J) tenth, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable prior to
the occurrence of a Default) by the Borrower, all principal payments in respect
of Loans (other than Swing Line Loans) shall be applied FIRST, to repay
outstanding Floating Rate Loans, and THEN to repay outstanding Eurodollar Rate
Loans with those Eurodollar Rate Loans which have earlier expiring Interest
Periods being repaid prior to those which have later expiring Interest Periods.
The order of priority set forth in CLAUSE (II) of this SECTION 12.3 and the
related provisions of this Agreement are set forth solely to determine the
rights and priorities of the Agent, the Swing Line Bank, and the Issuing Banks
as among themselves. The order of priority set forth in CLAUSES (D) through (J)
of this SECTION 12.3 may at any time and from time to time be changed by the
Required Lenders without necessity of notice to or consent of or approval by the
Borrower, or any other Person; PROVIDED, that the order of priority of payments
in respect of Swing Line Loans may be changed only with the prior written
consent of the Swing Line Bank. The order of priority set forth in CLAUSES (A)
through (C) of this SECTION 12.3 may be changed only with the prior written
consent of the Agent.

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      12.4  RELATIONS AMONG LENDERS.

      (a) Except with respect to the exercise of set-off rights of any Lender in
accordance with SECTION 12.1, the proceeds of which are applied in accordance
with this Agreement, and except as set forth in the second sentence of clause
(b) below, each Lender agrees that it will not take any action, nor institute
any actions or proceedings, against the Borrower or any other obligor hereunder
or with respect to any Collateral or any Loan Document, without the prior
written consent of the Required Lenders or, as may be provided in this Agreement
or the other Loan Documents, at the direction of the Agent.

      (b) The Lenders are not partners or co-venturers, and no Lender shall be
liable for the acts or omissions of, or (except as otherwise set forth herein in
case of the Agent) authorized to act for, any other Lender. Notwithstanding the
foregoing, and subject to SECTION 12.2, any Lender shall have the right to
enforce on an unsecured basis the payment of the principal of and interest on
any Loan made by it after the date such principal or interest has become due and
payable pursuant to the terms of this Agreement.

ARTICLE XIII: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

      13.1 SUCCESSORS AND ASSIGNS. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Holders of Secured Obligations and their respective successors and assigns,
except that (i) the Borrower shall not have the right to assign, its rights or
obligations under the Loan Documents and (ii) any assignment by any Lender must
be made in compliance with Section 13.3 hereof Notwithstanding clause (ii) of
this SECTION 13.1, any Lender may at any time, without the consent of the
Borrower or the Agent, assign all or any portion of its rights under this
Agreement and its Notes to a Federal Reserve Bank; PROVIDED, HOWEVER, that no
such assignment shall release the transferor Lender from its obligations
hereunder. The Agent may treat the payee of any Note as the owner thereof for
all purposes hereof unless and until such payee complies with SECTION 13.3
hereof in the case of an assignment thereof or, in the case of any other
transfer, a written notice of the transfer is filed with the Agent. Any assignee
or transferee of a Note agrees by acceptance thereof to be bound by all the
terms and provisions of the Loan Documents. Any request, authority or consent of
any Person, who at the time of making such request or giving such authority or
consent is the holder of any Note, shall be conclusive and binding on any
subsequent holder, transferee or assignee of such Note or of any Note or Notes
issued in exchange therefor.

      13.2  PARTICIPATIONS.

      (A) PERMITTED PARTICIPANTS; EFFECT. Subject to the terms set forth in this
SECTION 13.2, any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more banks or other
entities ("PARTICIPANTS") participating interests in any Loan owing to such
Lender, any Note held by such Lender, any Commitment of such Lender, any L/C
Interest of such Lender or any other interest of such Lender under the Loan
Documents on a pro rata or non-pro rata basis. Notice of such participation to
the Agent shall be required prior to any participation becoming effective with
respect to a Participant which is not a Lender or an Affiliate of a Lender. In
the event of any such sale by a Lender of participating interests to

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a Participant, such Lender's obligations under the Loan Documents shall remain
unchanged, such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, such Lender shall remain the
holder of any such Note for all purposes under the Loan Documents, all amounts
payable by the Borrower under this Agreement shall be determined as if such
Lender had not sold such participating interests, and the Borrower and the Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under the Loan Documents except that, for
purposes of Article I hereof, the Participants shall be entitled to the same
rights as if they were Lenders.

      (B) VOTING RIGHTS. Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents other than any amendment, modification or
waiver with respect to any Loan or Commitment in which such Participant has an
interest which requires the consent of all of the affected Lenders pursuant to
the terms of SECTION 9.3.

      (C) BENEFIT OF SETOFF. The Borrower agrees that each Participant shall be
deemed to have the right of setoff provided in SECTION 12.1 hereof in respect to
its participating interest in amounts owing under the Loan Documents to the same
extent as if the amount of its participating interest were owing directly to it
as a Lender under the Loan Documents, PROVIDED that each Lender shall retain the
right of setoff provided in SECTION 12.1 hereof with respect to the amount of
participating interests sold to each Participant except to the extent such
Participant exercises its right of setoff. The Lenders agree to share with each
Participant, and each Participant, by exercising the right of setoff provided in
SECTION 12.1 hereof, agrees to share with each Lender, any amount received
pursuant to the exercise of its right of setoff, such amounts to be shared in
accordance with SECTION 12.2 as if each Participant were a Lender.

      13.3  ASSIGNMENTS.

      (A) PERMITTED ASSIGNMENTS. Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time assign to one or
more banks or other entities ("PURCHASERS") all or a portion of its rights and
obligations under this Agreement (including, without limitation, its Commitment,
all Loans owing to it, all of its participation interests in existing Letters of
Credit, and its obligation to participate in additional Letters of Credit
hereunder) in accordance with the provisions of this SECTION 13.3. Each
assignment shall be of a constant, and not a varying, ratable percentage of all
of the assigning Lender's rights and obligations under this Agreement. Such
assignment shall be effected through an Assignment Agreement substantially in
the form of Exhibit A hereto and shall not be permitted hereunder unless such
assignment is either for all of such Lender's rights and obligations under the
Loan Documents or, without the prior written consent of the Agent, involves
Loans and Commitments in an aggregate amount of at least $5,000,000. The consent
of the Agent and, prior to the occurrence of a Default or Unmatured Default, the
Borrower (which consent, in each such case, shall not be unreasonably withheld),
shall be required prior to an assignment becoming effective with respect to a
Purchaser which is not a Lender or an Affiliate thereof Notwithstanding the
foregoing, any Lender may at any time, without the consent of the Borrower or
the Agent, assign all or any portion of its rights under this Agreement and its
Notes to a Federal Reserve Bank;

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<PAGE>
PROVIDED, HOWEVER, that no such assignment shall release the transferor Lender
from its obligations hereunder.

      (B) EFFECT; CLOSING DATE. Upon (i) delivery to the Agent of a notice of
assignment, substantially in the form attached as APPENDIX I to EXHIBIT A hereto
(a "NOTICE OF ASSIGNMENT"), together with any consent required by SECTION
13.3(A) hereof, and (ii) payment of a $3,500 fee to the Agent for processing
such assignment, such assignment shall become effective on the effective date
specified in such Notice of Assignment. The Notice of Assignment shall contain a
representation by the Purchaser to the effect that none of the consideration
used to make the purchase of the Commitment, Loans and L/C Obligations under the
applicable assignment agreement are "plan assets" as defined under ERISA and
that the rights and interests of the Purchaser in and under the Loan Documents
will not be "plan assets" under ERISA. On and after the effective date of such
assignment, such Purchaser, if not already a Lender, shall for all purposes be a
Lender party to this Agreement and any other Loan Documents executed by the
Lenders and shall have all the rights and obligations of a Lender under the Loan
Documents, to the same extent as if it were an original party hereto, and no
further consent or action by the Borrower, the Lenders or the Agent shall be
required to release the transferor Lender with respect to the percentage of the
Aggregate Commitment, Loans and Letter of Credit participations assigned to such
Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to
this SECTION 13.3(B), the transferor Lender, the Agent and the Borrower shall
make appropriate arrangements so that replacement Notes are issued to such
transferor Lender and new Notes or, as appropriate, replacement Notes, are
issued to such Purchaser, in each case in principal amounts reflecting their
Commitments, as adjusted pursuant to such, assignment.

      (C) THE REGISTER. The Agent shall maintain at its address referred to in
SECTION 14.1 a copy of each Commitment and Acceptance delivered pursuant to
SECTION 2.4(B) and each Assignment Agreement delivered to and accepted by it
pursuant to this SECTION 13.3 and a register (the "REGISTER") for the
recordation of the names and addresses of the Lenders and the Commitment of and
principal amount of the Loans owing to, each Lender from time to time and
whether such Lender is an original Lender, became a Lender pursuant to SECTION
2.4(B) or the assignee of another Lender pursuant to an assignment under this
SECTION 13.3. The entries in the Register shall be conclusive and binding for
all purposes, absent manifest error, and the Borrower and each of its
Subsidiaries, the Agent and the Lenders may treat each Person whose name is
recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

      13.4 CONFIDENTIALITY. Subject to Section 13.5, the Agent and the Lenders
shall hold all nonpublic information obtained pursuant to the requirements of
this Agreement and identified as such by the Borrower in accordance with such
Person's customary procedures for handling confidential information of this
nature and in accordance with safe and sound banking practices and in any event
may make disclosure reasonably required by a prospective Transferee in
connection with the contemplated participation or assignment or as required or
requested by any Governmental Authority or representative thereof or pursuant to
legal process and shall require any such Transferee to agree (and require any of
its Transferees to agree) to comply with this

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Section 13.4. In no event shall the Agent or any Lender be obligated or required
to return any materials furnished by the Borrower; PROVIDED, HOWEVER, each
prospective Transferee shall be required to agree that if it does not become a
participant or assignee it shall return all materials furnished to it by or on
behalf of the Borrower in connection with this Agreement.

      13.5 DISSEMINATION OF INFORMATION. The Borrower authorizes each Lender to
disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "TRANSFEREE") and any
prospective Transferee any and all information in such Lender's possession
concerning the Borrower and its Subsidiaries and the Collateral; PROVIDED that
prior to any such disclosure, such prospective Transferee shall agree to
preserve in accordance with SECTION 13.4 the confidentiality of any confidential
information described therein.

ARTICLE XIV: NOTICES

      14.1 GIVING NOTICE. Except as otherwise permitted by SECTION 2.11 with
respect to Borrowing Notices, all notices and other communications provided to
any party hereto under this Agreement or any other Loan Documents shall be in
writing or by telex or by facsimile and addressed or delivered to such party at
its address set forth below its signature hereto or at such other address as may
be designated by such party in a notice to the other parties. Any notice, if
mailed and properly addressed with postage prepaid, shall be deemed given when
received; any notice, if transmitted by telex or facsimile, shall be deemed
given when transmitted (answerback confirmed in the case of telexes).

      14.2 CHANGE OF ADDRESS. The Borrower, the Agent and any Lender may each
change the address for service of notice upon it by notice in writing to the
other parties hereto.

ARTICLE XV: COUNTERPARTS

      This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart. This Agreement shall be
effective when it has been executed by the Borrower, the Agent and the Lenders
and each party has notified the Agent by telex or telephone, that it has taken
such action.

ARTICLE XVI: AMENDMENT AND RESTATEMENT

      This Agreement amends and restates the Existing Credit Agreement and the
parties hereto agree that the Loans and Letters of Credit outstanding under the
Existing Credit Agreement to or for the account of the Borrower on the Closing
Date shall continue and remain outstanding and not be repaid or replaced on the
Closing Date.

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      IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have executed
this Agreement as of the Closing Date.

                                 TRANSPORTATION COMPONENTS, INC.,
                                 as the Borrower



                                 By:   _______________________________________
                                 Name: _______________________________________
                                 Title:_______________________________________

                                 Address:
                                 Three Riverway, Suite 200
                                 Houston, TX 77056
                                 Attention: Treasurer
                                 Telephone No.: 713/332-2539
                                 Facsimile No.: 713/332-2597

                                 BANK ONE, NA (formerly known as The First
                                 National Bank of Chicago), as Agent and as a
                                 Lender



                                 By:   _______________________________________
                                 Name: _______________________________________
                                 Title:_______________________________________

                                 Address:
                                 910 Travis, 7th Floor
                                 Houston, Texas  77002
                                 Attention: Barry A. Kelly
                                 Telephone No.: 713/751-3831
                                 Facsimile No.: 713/751-6777

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<PAGE>
                              SOUTHTRUST BANK, NATIONAL ASSOCIATION,
                              as a Lender


                              By: __________________________________________
                                  Name: ____________________________________
                                  Title: ___________________________________


                              BANK OF AMERICA, N.A., as a Lender


                              By: __________________________________________
                                  Name: ____________________________________
                                  Title: ___________________________________


                              UNION BANK OF CALIFORNIA, N.A., as a Lender


                              By: __________________________________________
                                  Name: ____________________________________
                                  Title: ___________________________________

                                        2