CREDIT AGREEMENT

                          dated as of December 17, 1997

                                      among

                                U S LIQUIDS INC.,

                         VARIOUS FINANCIAL INSTITUTIONS

                                       and

                         BANK OF AMERICA NATIONAL TRUST
                            AND SAVINGS ASSOCIATION,
                                    as Agent

                   Arranged by BANCAMERICA ROBERTSON STEPHENS
<PAGE>
                     TABLE OF CONTENTS

                                                              Page
SECTION 1   DEFINITIONS                                         1
     1.1    Definitions                                         1
     1.2    Other Interpretive Provisions                      11

SECTION 2   COMMITMENTS OF THE BANKS; LETTER OF CREDIT,
            BORROWING AND CONVERSION PROCEDURES                12
     2.1    Commitments                                        12
            2.1.1  Loan Commitment                             12
            2.1.2  L/C Commitment                              13
     2.2    Loan Procedures                                    13
            2.2.1  Various Types of Loans                      13
            2.2.2  Borrowing Procedures                        13
            2.2.3  Procedures for Conversion of Type of Loan   14
     2.3    Letter of Credit Procedures                        14
            2.3.1  L/C Applications                            14
            2.3.2  Participation in Letters of Credit          15
            2.3.3  Reimbursement Obligations                   15
            2.3.4  Limitation on Obligations of Issuing Banks  15
            2.3.5  Funding by Banks to Issuing Banks           16
     2.4    Commitments Several                                17
     2.5    Certain Conditions                                 17

SECTION 3   NOTES EVIDENCING LOANS                             17
     3.1    Notes                                              17
     3.2    Recordkeeping                                      17

SECTION 4   INTEREST                                           17
     4.1    Interest Rates                                     17
     4.2    Interest Payment Dates                             18
     4.3    Interest Periods                                   18
     4.4    Setting and Notice of Eurodollar Rates             19
     4.5    Computation of Interest                            19

SECTION 5   FEES                                               19
     5.1    Non-Use Fee                                        19
     5.2    Letter of Credit Fees                              19
     5.3    Arrangement and Agent's Fees                       20
     5.4    Closing Fees                                       20

SECTION 6   REDUCTION AND TERMINATION OF THE COMMITMENTS;
            PREPAYMENTS.                                       20
     6.1    Reduction or Termination of the Commitments        20
     6.2    Voluntary Prepayments                              20

SECTION 7   MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES    21
     7.1    Making of Payments                                 21
     7.2    Application of Certain Payments                    21

                                      -i-
<PAGE>
     7.3    Due Date Extension                                 21
     7.4    Setoff                                             21
     7.5    Proration of Payments                              22
     7.6    Taxes                                              22

SECTION 8   INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR
            LOANS                                              23
     8.1    Increased Costs                                    23
     8.2    Basis for Determining Interest Rate Inadequate or
            Unfair                                             25
     8.3    Changes in Law Rendering Eurodollar Loans Unlawful 25
     8.4    Funding Losses                                     26
     8.5    Right of Banks to Fund through Other Offices       26
     8.6    Discretion of Banks as to Manner of Funding        26
     8.7    Mitigation of Circumstances; Replacement of
            Affected Bank                                      26
     8.8    Conclusiveness of Statements; Survival of
            Provisions                                         27

SECTION 9   WARRANTIES                                         27
     9.1    Organization, etc                                  27
     9.2    Authorization; No Conflict                         28
     9.3    Validity and Binding Nature                        28
     9.4    Financial Condition                                28
     9.5    No Material Adverse Change                         29
     9.6    Litigation and Contingent Liabilities              29
     9.7    Ownership of Properties; Liens                     29
     9.8    Subsidiaries                                       29
     9.9    Pension and Welfare Plans                          29
     9.10   Investment Company Act                             30
     9.11   Public Utility Holding Company Act                 30
     9.12   Regulation U                                       30
     9.13   Taxes                                              30
     9.14   Solvency, etc                                      31
     9.15   Environmental Matters.                             31
     9.16   Year 2000 Problem                                  32
     9.17   Information                                        33

SECTION 10  COVENANTS                                          33
     10.1   Reports, Certificates and Other Information        33
            10.1.1  Audit Report                               33
            10.1.2  Quarterly Reports                          34
            10.1.3  Compliance Certificates                    34
            10.1.4  Reports to SEC and to Shareholders         34
            10.1.5  Notice of Default, Litigation and ERISA
                    Matters                                    34
            10.1.6  Subsidiaries                               36
            10.1.7  Management Reports                         36
            10.1.8  Projections                                36
            10.1.9  Other Information                          36
     10.2   Books, Records and Inspections                     36

                                      -ii-
<PAGE>
     10.3   Insurance                                          36
     10.4   Compliance with Laws; Payment of Taxes and
            Liabilities                                        37
     10.5   Maintenance of Existence, etc.                     37
     10.6   Financial Covenants                                37
            10.6.1  Minimum Net Worth                          37
            10.6.2  Minimum Interest Coverage                  37
            10.6.3 Funded Debt to EBITDA Ratio                 37
            10.6.4 Capital Expenditures                        38
     10.7   Limitations on Debt                                38
     10.8   Liens                                              38
     10.9   Operating Leases                                   40
     10.10  Restricted Payments                                40
     10.11  Mergers, Consolidations, Sales                     40
     10.12  Modification of Organizational Documents           41
     10.13  Use of Proceeds                                    41
     10.14  Further Assurances                                 41
     10.15  Transactions with Affiliates                       41
     10.16  Employee Benefit Plans                             42
     10.17  Environmental Matters                              42
     10.18  Unconditional Purchase Obligations                 42
     10.19  Inconsistent Agreements                            42
     10.20  Business Activities                                43
     10.21  Advances and Other Investments                     43
     10.22  Restriction of Amendments to Asset Purchase
            Agreement                                          44

SECTION 11  EFFECTIVENESS; CONDITIONS OF LENDING, ETC.         44
     11.1   Initial Credit Extensions                          44
            11.1.1  Notes                                      44
            11.1.2  Resolutions                                44
            11.1.3  Consents, etc                              45
            11.1.4  Incumbency and Signature Certificates      45
            11.1.5  Guaranty                                   45
            11.1.6  Security Agreement                         45
            11.1.7  Pledge Agreements                          45
            11.1.8  Opinions of Counsel for the Company and
                    the Guarantors                             45
            11.1.9  Other                                      45
     11.2   Conditions                                         45
            11.2.1  Compliance with Warranties, No Default,
                    etc                                        46
            11.2.2  Confirmatory Certificate                   46

SECTION 12  EVENTS OF DEFAULT AND THEIR EFFECT                 47
     12.1   Events of Default                                  47
            12.1.1  Non-Payment of the Loans, etc              47
            12.1.2  Non-Payment of Other Debt                  47
            12.1.3  Other Material Obligations                 47
            12.1.4  Bankruptcy, Insolvency, etc                47
            12.1.5  Non-Compliance with Provisions of This

                                     -iii-
<PAGE>
                    Agreement                                  48
            12.1.6  Warranties                                 48
            12.1.7  Pension Plans                              48
            12.1.8  Judgments                                  48
            12.1.9  Invalidity of Guaranty, etc                49
            12.1.10  Invalidity of Collateral Documents, etc   49
            12.1.11  Change in Control                         49
     12.2   Effect of Event of Default                         49

SECTION 13  THE AGENT                                          50
     13.1   Appointment and Authorization                      50
     13.2   Delegation of Duties                               51
     13.3   Liability of Agent                                 51
     13.4   Reliance by Agent                                  51
     13.5   Notice of Default                                  52
     13.6   Credit Decision                                    52
     13.7   Indemnification                                    53
     13.8   Agent in Individual Capacity                       54
     13.9   Successor Agent; Assignment of Agency              54
     13.10  Withholding Tax                                    55
     13.11  Collateral Matters                                 57

SECTION 14  GENERAL                                            57
     14.1   Waiver; Amendments                                 57
     14.2   Confirmations                                      58
     14.3   Notices                                            58
     14.4   Computations                                       58
     14.5   Regulation U                                       59
     14.6   Costs, Expenses and Taxes                          59
     14.7   Subsidiary References                              59
     14.8   Captions                                           59
     14.9   Assignments; Participations                        60
            14.9.1  Assignments                                60
            14.9.2  Participations                             61
     14.10  Governing Law                                      62
     14.11  Counterparts                                       62
     14.12  Successors and Assigns                             62
     14.13  Indemnification by the Company                     62
     14.14  Forum Selection and Consent to Jurisdiction        63
     14.15  Waiver of Jury Trial                               64

                                      -iv-
<PAGE>
SCHEDULE 1.1        Pricing Schedule

SCHEDULE 2.1        Banks and Percentages

SCHEDULE 9.6(a)     Litigation and Contingent Liabilities

SCHEDULE 9.6(b)     Contingent Payments

SCHEDULE 9.8        Subsidiaries

SCHEDULE 9.15       Environmental Matters

SCHEDULE 10.7       Existing Debt

SCHEDULE 10.8       Existing Liens

SCHEDULE 12.1.11    Key Executives

SCHEDULE 14.3       Addresses for Notices

EXHIBIT A      Form of Note
                 (Section 3.1)
EXHIBIT B      Form of Compliance Certificate
                 (Section 10.1.3)
EXHIBIT C      Form of Guaranty
                 (Section(1)
EXHIBIT D      Form of Security Agreement
                 (Section 1)
EXHIBIT E      Form of Company Pledge Agreement
                 (Section 1)
EXHIBIT F      Form of Subsidiary Pledge Agreement
                 (Section 11.1.7)
EXHIBIT G      Form of Assignment Agreement
                 (Section 14.9)

                                      -v-
<PAGE>
                               CREDIT AGREEMENT


     This CREDIT AGREEMENT, dated as of December 17, 1997 (this "AGREEMENT"), is
entered into among U S LIQUIDS INC., a Delaware corporation (the "COMPANY"), the
financial institutions that are or may from time to time become parties hereto
(together with their respective successors and assigns, the "BANKS") and BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (in its individual capacity,
"BOFA"), as agent for the Banks.

     In consideration of the premises and the mutual agreements herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     SECTION 1  DEFINITIONS.

     1.1 DEFINITIONS. When used herein the following terms shall have the
following meanings:

     AFFECTED BANK means any Bank that has given notice to the Company (which
has not been rescinded) of (i) any obligation by the Company to pay any amount
pursuant to SECTION 7.6 or 8.1 or (ii) the occurrence of any circumstances of
the nature described in SECTION 8.2 or 8.3.

     AFFILIATE of any Person means (i) any other Person which, directly or
indirectly, controls or is controlled by or is under common control with such
Person and (ii) any officer or director of such Person.

     AGENT means BofA in its capacity as agent for the Banks hereunder and any
successor thereto in such capacity.

     AGENT-RELATED PERSONS means BofA and any successor agent arising under
SECTION 13.9, together with their respective Affiliates (including, in the case
of BofA, the Arranger), and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.

     AGREEMENT - see the PREAMBLE.

     ALTERNATE REFERENCE RATE means at any time the greater of (a) the Federal
Funds Rate plus 0.5% and (b) the Reference Rate.

     ARRANGER means BancAmerica Robertson Stephens, a Delaware corporation.

     ASSIGNMENT AGREEMENT - see SECTION 14.9.1.
<PAGE>
     BANK - see the PREAMBLE.

     BOFA - see the PREAMBLE.

     BUSINESS DAY means any day on which BofA is open for commercial banking
business in Chicago, New York and San Francisco and, in the case of a Business
Day which relates to a Eurodollar Loan, on which dealings are carried on in the
interbank eurodollar market.

     CAPITAL EXPENDITURES means all expenditures which, in accordance with GAAP,
would be required to be capitalized and shown on the consolidated balance sheet
of the Company, but excluding expenditures made in connection with the
replacement, substitution or restoration of assets to the extent financed (i)
from insurance proceeds (or other similar recoveries) paid on account of the
loss of or damage to the assets being replaced or restored or (ii) with awards
of compensation arising from the taking by eminent domain or condemnation of the
assets being replaced.

     CAPITAL LEASE means, with respect to any Person, any lease of (or other
agreement conveying the right to use) any real or personal property by such
Person that, in conformity with GAAP, is accounted for as a capital lease on the
balance sheet of such Person.

     CASH EQUIVALENT INVESTMENT means, at any time, (a) any evidence of Debt,
maturing not more than one year after such time, issued or guaranteed by the
United States Government or any agency thereof, (b) commercial paper, maturing
not more than one year from the date of issue, or corporate demand notes, in
each case (unless issued by a Bank or its holding company) rated at least A-l by
Standard & Poor's Ratings Group or P-l by Moody's Investors Service, Inc., (c)
any certificate of deposit (or time deposits represented by such certificates of
deposit) or bankers acceptance, maturing not more than one year after such time,
or overnight Federal Funds transactions that are issued or sold by a commercial
banking institution that is a member of the Federal Reserve System and has a
combined capital and surplus and undivided profits of not less than
$500,000,000, (d) any repurchase agreement entered into with any Bank (or other
commercial banking institution of the stature referred to in CLAUSE (C)) which
(i) is secured by a fully perfected security interest in any obligation of the
type described in any of CLAUSES (A) through (C) and (ii) has a market value at
the time such repurchase agreement is entered into of not less than 100% of the
repurchase obligation of such Bank (or other commercial banking institution)
thereunder and (e) investments in short-term asset management accounts offered
by any Bank for the purpose of investing in loans to any corporation (other than
the Company or

                                       2
<PAGE>
an Affiliate of the Company), state or municipality, in each case organized
under the laws of any state of the United States or of the District of Columbia.

     CERCLA - see SECTION 9.15.

     CODE means the Internal Revenue Code of 1986.

     COLLATERAL DOCUMENTS means the Company Pledge Agreement, each Subsidiary
Pledge Agreement, the Security Agreement and any other agreement pursuant to
which the Company or any Guarantor grants collateral to the Agent for the
benefit of the Banks.

     COMMITMENT AMOUNT - see SECTION 2.1.1.

     COMMITMENTS means the Loan Commitment and the L/C Commitment.

     COMPANY - see the PREAMBLE.

     COMPANY PLEDGE AGREEMENT means a pledge agreement between the Company and
the Agent, substantially in the form of EXHIBIT E.

     COMPUTATION PERIOD means each period of four consecutive Fiscal Quarters
ending on the last day of a Fiscal Quarter.

     CONSOLIDATED NET INCOME means, with respect to the Company and its
Subsidiaries for any period, the net income (or loss) of the Company and its
Subsidiaries for such period, EXCLUDING any extraordinary gains during such
period.

     CONTINGENT PAYMENT means any payment that has been (or is required to be)
made by the Company or any Subsidiary in connection with the achievement of any
particular business goal (excluding (i) employee compensation and bonuses in the
ordinary course of business and (ii) periodic, variable payments based upon
performance-related criteria, such as revenues or earnings).

     A Contingent Payment shall be deemed to be "outstanding" from the time that
the Company or any Subsidiary enters into the agreement containing the
obligation to make such Contingent Payment until such time as either such
Contingent Payment has been made in full or it has become certain that such
Contingent Payment will never have to be made. If the amount of any Contingent
Payment is not determinable or is variable based on factors which are not yet
determinable, then the amount of such Contingent Payment shall be deemed to be
the maximum amount which, under any and all reasonably foreseeable
circumstances, the Company or the applicable Subsidiary would reasonably be
expected to be required to pay in respect thereof.

                                       3
<PAGE>
     CONTROLLED GROUP means all members of a controlled group of corporations
and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with the Company, are treated
as a single employer under Section 414 of the Code or Section 4001 of ERISA.

     DEBT of any Person means, without duplication, (a) all indebtedness of such
Person for borrowed money, whether or not evidenced by bonds, debentures, notes
or similar instruments, (b) all obligations of such Person as lessee under
Capital Leases which have been or should be recorded as liabilities on a balance
sheet of such Person, (c) all obligations of such Person to pay the deferred
purchase price of property or services (including Contingent Payments but
excluding trade accounts payable in the ordinary course of business), (d) all
indebtedness secured by a Lien on the property of such Person, whether or not
such indebtedness shall have been assumed by such Person (it being understood
that if such Person has not assumed or otherwise become personally liable for
any such indebtedness, the amount of the Debt of such Person in connection
therewith shall be limited to the lesser of the face amount of such indebtedness
or the fair market value of all property of such Person securing such
indebtedness), (e) all obligations, contingent or otherwise, with respect to the
face amount of all letters of credit (whether or not drawn) and banker's
acceptances issued for the account of such Person (including the Letters of
Credit), (f) net liabilities of such Person under all Hedging Obligations and
(g) all Suretyship Liabilities of such Person.

     DEBT TO BE REPAID means the Promissory Note in the original principal
amount of $27,800,000 dated December 13, 1996 issued by the Company to Sanifill,
Inc.

     DISPOSAL - see the definition of "RELEASE".

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

     EBITDA means, for any period, Consolidated Net Income for such period PLUS,
to the extent deducted in determining such Consolidated Net Income, Interest
Expense, income tax expense, depreciation and amortization for such period;
PROVIDED that for purposes of calculating EBITDA for any period, the
consolidated net income of any Person acquired by the Company or any Subsidiary
during such period (plus, to the extent deducted in determining such
consolidated net income, interest expense, income tax expense, depreciation and
amortization of such Person) shall be included on a PRO FORMA basis for such
period (assuming the consummation of each such acquisition and the incurrence or
assumption of any Debt in connection therewith occurred on the first day of such
period) if (i) the audited consolidated balance

                                       4
<PAGE>
sheet of such acquired Person and its consolidated Subsidiaries as at the end of
the fiscal year of such Person preceding the acquisition of such Person and the
related audited consolidated statements of income, stockholders' equity and cash
flows for the such fiscal year have been provided to the Agent and the Banks and
(ii) any subsequent unaudited financial statements for such Person for the
period prior to the acquisition of such Person were prepared on a basis
consistent with such audited financial statements.

     EFFECTIVE DATE - see SECTION 11.1.

     ENVIRONMENTAL CLAIMS means all claims, however asserted, by any
governmental, regulatory or judicial authority or other Person alleging
potential liability or responsibility for violation of any Environmental Law, or
for release or injury to the environment.

     ENVIRONMENTAL LAWS means all federal, state or local laws, statutes, common
law duties, rules, regulations, ordinances and codes, together with all
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any governmental authority, in each case
relating to environmental matters.

     ERISA means the Employee Retirement Income Security Act of 1974. References
to sections of ERISA also refer to any successor sections.

     EUROCURRENCY RESERVE PERCENTAGE means, with respect to any Eurodollar Loan
for any Interest Period, a percentage (expressed as a decimal) equal to the
daily average during such Interest Period of the percentage in effect on each
day of such Interest Period, as prescribed by the Board of Governors of the
Federal Reserve System (or any successor), for determining the aggregate maximum
reserve requirements applicable to "Eurocurrency Liabilities" pursuant to
Regulation D or any other then applicable regulation of such Board of Governors
which prescribes reserve requirements applicable to "Eurocurrency Liabilities"
as presently defined in Regulation D.

     EURODOLLAR LOAN means any Loan which bears interest at a rate determined by
reference to the Eurodollar Rate (Reserve Adjusted).

     EURODOLLAR MARGIN - see SCHEDULE 1.1.

     EURODOLLAR OFFICE means with respect to any Bank the office or offices of
such Bank which shall be making or maintaining the Eurodollar Loans of such Bank
hereunder or such other office or offices through which such Bank determines its
Eurodollar Rate.

                                       5
<PAGE>
A Eurodollar Office of any Bank may be, at the option of such Bank, either a
domestic or foreign office.

     EURODOLLAR RATE means, with respect to any Eurodollar Loan for any Interest
Period, the rate per annum at which Dollar deposits in immediately available
funds are offered to the Eurodollar Office of BofA two Business Days prior to
the beginning of such Interest Period by major banks in the interbank eurodollar
market as at or about 10:00 A.M., Chicago time, for delivery on the first day of
such Interest Period, for the number of days comprised therein and in an amount
equal or comparable to the amount of the Eurodollar Loan of BofA for such
Interest Period.

     EURODOLLAR RATE (RESERVE ADJUSTED) means, with respect to any Eurodollar
Loan for any Interest Period, a rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%) determined pursuant to the following formula:

            Eurodollar Rate     =      Eurodollar Rate
          (Reserve Adjusted)           ------------------
                                       1-Eurocurrency
                                       Reserve Percentage

     EVENT OF DEFAULT means any of the events described in SECTION 12.1.

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

     FINANCIAL LETTER OF CREDIT means any Letter of Credit determined by the
applicable Issuing Bank to be a "financial guaranty-type Standby Letter of
Credit" as defined in footnote 13 to Appendix A to the Risk Based Capital
Guidelines issued by the Comptroller of the Currency (or in any successor
regulation, guideline or ruling by any applicable banking regulatory authority).

     FISCAL QUARTER means a fiscal quarter of a Fiscal Year.

     FISCAL YEAR means the fiscal year of the Company and its Subsidiaries,
which period shall be the 12-month period ending on

                                       6
<PAGE>
December 31 of each year. References to a Fiscal Year with a number
corresponding to any calendar year (e.g., "Fiscal Year 1997") refer to the
Fiscal Year ending on December 31 of such calendar year.

     FLOATING RATE LOAN means any Loan which bears interest at or by reference
to the Alternate Reference Rate.

     FLOATING RATE MARGIN - see SCHEDULE 1.1.

     FUNDED DEBT means all Debt of the Company and its Subsidiaries, excluding
(i) contingent obligations in respect of undrawn letters of credit and
Suretyship Liabilities (except, in each case, to the extent constituting
Suretyship Liabilities in respect of Debt of a Person other than the Company or
any Subsidiary), (ii) Hedging Obligations and (iii) Debt of the Company to
Subsidiaries and Debt of Subsidiaries to the Company or to other Subsidiaries.

     FUNDED DEBT TO EBITDA RATIO means, as of the last day of any Fiscal
Quarter, the ratio of (i) Funded Debt as of the last day of such Fiscal Quarter
to (ii) EBITDA for the Computation Period ending on the last day of such Fiscal
Quarter.

     GAAP means generally accepted accounting principles set forth from time to
time in the opinions and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of the date of
determination.

     GROUP - see SECTION 2.2.1.

     GUARANTOR means, on any day, each Subsidiary that has executed a
counterpart of the Guaranty on or prior to that day (or is required to execute a
counterpart of the Guaranty on that date).

     GUARANTY means a guaranty substantially in the form of EXHIBIT C.

     HAZARDOUS SUBSTANCES - see SECTION 9.15.

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

                                       7
<PAGE>
     INTEREST COVERAGE RATIO means the ratio of (a) Consolidated Net Income
before deducting Interest Expense and income tax expense for any Computation
Period to (b) Interest Expense for such Computation Period.

     INTEREST EXPENSE means for any period the consolidated interest expense of
the Company and its Subsidiaries for such period (including all imputed interest
on Capital Leases and before giving effect to any capitalization of interest but
excluding amortization of deferred financing costs).

     INTEREST PERIOD - see SECTION 4.3.

     INVESTMENT means, relative to any Person, (a) any loan or advance made by
such Person to any other Person (excluding any commission, travel or similar
advances made to directors, officers and employees of the Company or any of its
Subsidiaries), (b) any Suretyship Liability of such Person, (c) any ownership or
similar interest held by such Person in any other Person and (d) deposits and
the like relating to prospective acquisitions of businesses.

     ISSUING BANK means BofA in its capacity as an issuer of Letters of Credit
hereunder and any other Bank which, with the written consent of the Company and
the Agent, is the issuer of one or more Letters of Credit hereunder.

     L/C APPLICATION means, with respect to any request for the issuance of a
Letter of Credit, a letter of credit application in the form being used by the
applicable Issuing Bank at the time of such request for the type of letter of
credit requested.

     L/C COMMITMENT means the commitment of the Issuing Bank to issue, and of
each Bank to participate in, Letters of Credit pursuant to SECTION 2.1.2.

     LETTER OF CREDIT - see SECTION 2.1.2.

     LIEN means, with respect to any Person, any interest granted by such Person
in any real or personal property, asset or other right owned or being purchased
or acquired by such Person which secures payment or performance of any
obligation and shall include any mortgage, lien, encumbrance, charge or other
security interest of any kind, whether arising by contract, as a matter of law,
by judicial process or otherwise.

     LOAN COMMITMENT means the commitment of the Banks to make Loans pursuant to
SECTION 2.1.1.

     LOAN DOCUMENTS means this Agreement, the Notes, the Guaranty, the L/C
Applications and the Collateral Documents.

                                       8
<PAGE>
     LOANS - see SECTION 2.1.1.

     MARGIN STOCK means any "margin stock" as defined in Regulation U of the
Board of Governors of the Federal Reserve System.

     MATERIAL ADVERSE EFFECT means (a) a material adverse change in, or a
material adverse effect upon, the financial condition, operations, assets,
business, properties or prospects of the Company and its Subsidiaries taken as a
whole, or (b) a material adverse effect upon any substantial portion of the
collateral under the Collateral Documents or upon the legality, validity,
binding effect or enforceability against the Company or any Guarantor of any
Loan Document.

     MULTIEMPLOYER PENSION PLAN means a multiemployer plan, as such term is
defined in Section 4001(a)(3) of ERISA, and to which the Company or any member
of the Controlled Group may have any liability.

     NET WORTH means the Company's consolidated stockholders' equity (including
preferred stock accounts).

     NON-FINANCIAL LETTER OF CREDIT means any Letter of Credit other than a
Financial Letter of Credit.

     NOTE - see SECTION 3.1.

     OPERATING LEASE means any lease of (or other agreement conveying the right
to use) any real or personal property by the Company or any Subsidiary, as
lessee, other than any Capital Lease.

     PBGC means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

     PENSION PLAN means a "pension plan", as such term is defined in Section
3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer
Pension Plan), and to which the Company or any member of the Controlled Group
may have any liability, including any liability by reason of having been a
substantial employer within the meaning of Section 4063 of ERISA at any time
during the preceding five years, or by reason of being deemed to be a
contributing sponsor under Section 4069 of ERISA.

     PERCENTAGE means, with respect to any Bank, the percentage specified
opposite such Bank's name on SCHEDULE 2.1 hereto, reduced (or increased) by
subsequent assignments pursuant to SECTION 14.9.1.

                                       9
<PAGE>
     PERSON means any natural person, corporation, partnership, trust, limited
liability company, association, governmental authority or unit, or any other
entity, whether acting in an individual, fiduciary or other capacity.

     RARA - see SECTION 9.15.

     RELEASE has the meaning specified in CERCLA and the term "DISPOSAL" (or
"DISPOSED") has the meaning specified in RCRA; PROVIDED that in the event either
CERCLA or RCRA is amended so as to broaden the meaning of any term defined
thereby, such broader meaning shall apply as of the effective date of such
amendment; and PROVIDED, FURTHER, that to the extent that the laws of a state
wherein any affected property lies establish a meaning for "RELEASE" or
"DISPOSAL" which is broader than is specified in either CERCLA or RCRA, such
broader meaning shall apply.

     REFERENCE RATE means, for any day, the rate of interest in effect for such
day as publicly announced from time to time by BofA in San Francisco,
California, as its "reference rate." (The "reference rate" is a rate set by BofA
based upon various factors, including BofA's costs and desired return, general
economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced
rate.) Any change in the reference rate announced by BofA shall take effect at
the opening of business on the day specified in the public announcement of such
change.

     REQUIRED BANKS means Banks having Percentages aggregating 66- 2/3% or more.

     SEC means the Securities and Exchange Commission.

     SECURITY AGREEMENT means a Security Agreement substantially in the form of
EXHIBIT D.

     SENIOR DEBT means all Debt of the Company and its Subsidiaries other than
Subordinated Debt.

     STATED AMOUNT means, with respect to any Letter of Credit at any date of
determination, the maximum aggregate amount available for drawing thereunder at
any time during the then ensuing term of such Letter of Credit under any and all
circumstances, plus the aggregate amount of all unreimbursed payments and
disbursements under such Letter of Credit.

     SUBORDINATED DEBT means any unsecured indebtedness of the Company which (x)
is owed to Persons other than officers, employees, directors or Affiliates of
the Company, (y) has no amortization prior to December 31, 2001 and (z) has
subordination terms, covenants, pricing and other terms applicable to such

                                       10
<PAGE>
indebtedness which have been approved in writing by the Required Banks.

     SUBSIDIARY means, with respect to any Person, a corporation of which such
Person and/or its other Subsidiaries own, directly or indirectly, such number of
outstanding shares as have more than 50% of the ordinary voting power for the
election of directors. Unless the context otherwise requires, each reference to
Subsidiaries herein shall be a reference to Subsidiaries of the Company.

     SUBSIDIARY PLEDGE AGREEMENT means each pledge agreement substantially in
the form of EXHIBIT F issued by any Subsidiary, whether pursuant to SECTION
11.1.7 or SECTION 10.14.

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

     TERMINATION DATE means the earlier to occur of (a) December 18, 2000, or
such later date to which the Termination Date may be extended at the request of
the Company and with the consent of each Bank or (b) such other date on which
the Commitments shall terminate pursuant to SECTION 6 or 12.

     TYPE OF LOAN OR BORROWING - see SECTION 2.2.1. The types of Loans or
borrowings under this Agreement are as follows: Floating Rate Loans or
borrowings and Eurodollar Loans or borrowings.

     UNMATURED EVENT OF DEFAULT means any event that, if it continues uncured,
will, with lapse of time or notice or both, constitute an Event of Default.

     WELFARE PLAN means a "welfare plan", as such term is defined in Section
3(1) of ERISA.

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

                                       11
<PAGE>
          (b) SECTION, SCHEDULE and EXHIBIT references are to this Agreement
unless otherwise specified.

          (c) (i) The term "including" is not limiting and means "including
     without limitation."

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

          (d) Unless otherwise expressly provided herein, (i) references to
agreements (including this Agreement) and other contractual instruments shall be
deemed to include all subsequent amendments and other modifications thereto, but
only to the extent such amendments and other modifications are not prohibited by
the terms of any Loan Document, and (ii) references to any statute or regulation
are to be construed as including all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such statute
or regulation.

          (e) This Agreement and the other Loan Documents may use several
different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are cumulative and shall
each be performed in accordance with their terms.

          (f) This Agreement and the other Loan Documents are the result of
negotiations among and have been reviewed by counsel to the Agent, the Company,
the Banks and the other parties thereto and are the products of all parties.
Accordingly, they shall not be construed against the Agent or the Banks merely
because of the Agent's or Banks' involvement in their preparation.

     SECTION 2  COMMITMENTS OF THE BANKS; LETTER OF CREDIT,
BORROWING AND CONVERSION PROCEDURES.

     2.1 COMMITMENTS. On and subject to the terms and conditions of this
Agreement, each of the Banks, severally and for itself alone, agrees to make
loans to, and to issue or participate in the issuance of letters of credit for
the account of, the Company as follows:

     2.1.1 LOAN COMMITMENT. Each Bank will make loans on a revolving basis
("LOANS") from time to time before the Termination Date in such Bank's
Percentage of such aggregate amounts as the Company may from time to time
request from all Banks; PROVIDED that the aggregate principal amount of all
Loans which all Banks shall be committed to have outstanding at any one time
shall not exceed the excess, if any, of (a) $50,000,000, as such amount may be
reduced from time to time pursuant to SECTION 6.1 (as so reduced, the
"COMMITMENT AMOUNT"), over (b) the Stated Amount of all outstanding Letters of
Credit.

                                       12
<PAGE>
     2.1.2 L/C COMMITMENT. (a) The Issuing Banks will issue standby letters of
credit, in each case containing such terms and conditions as are permitted by
this Agreement and are reasonably satisfactory to the applicable Issuing Bank
(each, a "LETTER OF CREDIT"), at the request of and for the account of the
Company or any Subsidiary from time to time before the Termination Date and (b)
as more fully set forth in SECTION 2.3.5, each Bank agrees to purchase a
participation in each such Letter of Credit; PROVIDED that the aggregate Stated
Amount of all Letters of Credit shall not at any time exceed the lesser of (i)
$7,500,000 and (ii) the excess, if any, of the Commitment Amount over the
aggregate principal amount of all outstanding Loans.

     2.2  LOAN PROCEDURES.

     2.2.1 VARIOUS TYPES OF LOANS. Each Loan shall be either a Floating Rate
Loan or a Eurodollar Loan (each a "TYPE" of Loan), as the Company shall specify
in the related notice of borrowing or conversion pursuant to SECTION 2.2.2 or
2.2.3. Eurodollar Loans having the same Interest Period are sometimes called a
"GROUP" or collectively "GROUPS". Floating Rate Loans and Eurodollar Loans may
be outstanding at the same time, PROVIDED that (i) not more than eight different
Groups of Loans shall be outstanding at any one time and (ii) the aggregate
principal amount of each Group of Eurodollar Loans shall at all times be at
least $1,000,000 and an integral multiple of $250,000. All borrowings,
conversions and repayments of Loans shall be effected so that each Bank will
have a pro rata share (according to its Percentage) of all types and Groups of
Loans.

     2.2.2 BORROWING PROCEDURES. The Company shall give written notice or
telephonic notice (followed immediately by written confirmation thereof) to the
Agent of each proposed borrowing not later than (a) in the case of a Floating
Rate borrowing, 11:00 A.M., Chicago time, on the proposed date of such
borrowing, and (b) in the case of a Eurodollar borrowing, 9:00 A.M., Chicago
time, at least two Business Days prior to the proposed date of such borrowing.
Each such notice shall be effective upon receipt by the Agent, shall be
irrevocable, and shall specify the date, amount and type of borrowing and, in
the case of a Eurodollar borrowing, the initial Interest Period therefor.
Promptly upon receipt of such notice, the Agent shall advise each Bank thereof.
Not later than 1:00 p.m., Chicago time, on the date of a proposed borrowing,
each Bank shall provide the Agent at the office specified by the Agent with
immediately available funds

                                       13
<PAGE>
covering such Bank's Percentage of such borrowing and, so long as the Agent has
not received written notice that the conditions precedent set forth in SECTION
11 with respect to such borrowing have not been satisfied (and does not have
knowledge of any default in the payment of any principal, interest or fees to be
paid to the Agent for the account of the Banks), the Agent shall pay over the
requested amount to the Company on the requested borrowing date. Each borrowing
shall be on a Business Day. Each Floating Rate borrowing shall be in an
aggregate amount of at least $1,000,000 and an integral multiple of $250,000.

     2.2.3 PROCEDURES FOR CONVERSION OF TYPE OF LOAN. Subject to the provisions
of SECTION 2.2.1, the Company may convert all or any part of any outstanding
Loan into a Loan of a different type by giving written notice or telephonic
notice (followed immediately by written confirmation thereof) to the Agent not
later than (a) in the case of conversion into a Floating Rate Loan, 11:00 A.M.,
Chicago time, on the proposed date of such conversion, and (b) in the case of a
conversion into a Eurodollar Loan, 9:00 A.M., Chicago time, at least two
Business Days prior to the proposed date of such conversion. Each such notice
shall be effective upon receipt by the Agent, shall be irrevocable, and shall
specify the date and amount of such conversion, the Loan to be so converted, the
type of Loan to be converted into and, in the case of a conversion into a
Eurodollar Loan, the initial Interest Period therefor. Promptly upon receipt of
such notice, the Agent shall advise each Bank thereof. Subject to SECTION 2.5,
such Loan shall be so converted on the requested date of conversion. Each
conversion shall be on a Business Day. Each conversion of a Eurodollar Loan on a
day other than the last day of an Interest Period therefor shall be subject to
the provisions of SECTION 8.4.

     2.3  LETTER OF CREDIT PROCEDURES.

     2.3.1 L/C APPLICATIONS. The Company shall give notice to the Agent and the
applicable Issuing Bank of the proposed issuance of each Letter of Credit on a
Business Day which is at least three Business Days (or such lesser number of
days as the Agent and such Issuing Bank shall agree in any particular instance)
prior to the proposed date of issuance of such Letter of Credit. Each such
notice shall be accompanied by an L/C Application, duly executed by the Company
(together with any Subsidiary for the account of which the related Letter of
Credit is to be issued) and in all respects satisfactory to the Agent and the
applicable Issuing Bank, together with such other documentation as the Agent or
such Issuing Bank may request in support thereof, it being understood that each
L/C Application shall specify, among other things, the date on which the
proposed Letter of Credit is to be issued, the expiration date of such Letter of
Credit (which shall not be later than the Termination

                                       14
<PAGE>
Date) and whether such Letter of Credit is to be transferable in whole or in
part. So long as the applicable Issuing Bank has not received written notice
that the conditions precedent set forth in SECTION 11 with respect to the
issuance of such Letter of Credit have not been satisfied, such Issuing Bank
shall issue such Letter of Credit on the requested issuance date. Each Issuing
Bank shall promptly advise the Agent of the issuance of each Letter of Credit by
such Issuing Bank and of any amendment thereto, extension thereof or event or
circumstance changing the amount available for drawing thereunder.

     2.3.2 PARTICIPATION IN LETTERS OF CREDIT. Concurrently with the issuance of
each Letter of Credit, the applicable Issuing Bank shall be deemed to have sold
and transferred to each other Bank, and each other Bank shall be deemed
irrevocably and unconditionally to have purchased and received from such Issuing
Bank, without recourse or warranty, an undivided interest and participation, to
the extent of such other Bank's Percentage, in such Letter of Credit and the
Company's reimbursement obligations with respect thereto. For the purposes of
this Agreement, the unparticipated portion of each Letter of Credit shall be
deemed to be the applicable Issuing Bank's "participation" therein. Each Issuing
Bank hereby agrees, upon request of the Agent or any Bank, to deliver to such
Bank a list of all outstanding Letters of Credit issued by such Issuing Bank,
together with such information related thereto as such Bank may reasonably
request.

     2.3.3 REIMBURSEMENT OBLIGATIONS. The Company hereby unconditionally and
irrevocably agrees to reimburse the applicable Issuing Bank for each payment or
disbursement made by such Issuing Bank under any Letter of Credit honoring any
demand for payment made by the beneficiary thereunder, in each case on the date
that such payment or disbursement is made. Any amount not reimbursed on the date
of such payment or disbursement shall bear interest from the date of such
payment or disbursement to the date that such Issuing Bank is reimbursed by the
Company therefor, payable on demand, at a rate per annum equal to the Alternate
Reference Rate from time to time in effect PLUS the Floating Rate Margin from
time to time in effect PLUS, beginning on the three Business Day after receipt
of notice from the Issuing Bank of such payment or disbursement, 2%. The
applicable Issuing Bank shall notify the Company and the Agent whenever any
demand for payment is made under any Letter of Credit by the beneficiary
thereunder; PROVIDED, HOWEVER, that the failure of such Issuing Bank to so
notify the Company shall not affect the rights of such Issuing Bank or the Banks
in any manner whatsoever.

     2.3.4 LIMITATION ON OBLIGATIONS OF ISSUING BANKS. In determining whether to
pay under any Letter of Credit, no Issuing Bank shall have any obligation to the
Company or any Bank other

                                       15
<PAGE>
than to confirm that any documents required to be delivered under such Letter of
Credit appear to have been delivered and appear to comply on their face with the
requirements of such Letter of Credit. Any action taken or omitted to be taken
by an Issuing Bank under or in connection with any Letter of Credit, if taken or
omitted in the absence of gross negligence and willful misconduct, shall not
impose upon such Issuing Bank any liability to the Company or any Bank and shall
not reduce or impair the Company's reimbursement obligations set forth in
SECTION 2.3.3 or the obligations of the Banks pursuant to SECTION 2.3.5.

     2.3.5 FUNDING BY BANKS TO ISSUING BANKS. If an Issuing Bank makes any
payment or disbursement under any Letter of Credit and the Company has not
reimbursed such Issuing Bank in full for such payment or disbursement by 11:00
A.M., Chicago time, on the date of such payment or disbursement, or if any
reimbursement received by such Issuing Bank from the Company is or must be
returned or rescinded upon or during any bankruptcy or reorganization of the
Company or otherwise, each other Bank shall be obligated to pay to the Agent for
the account of such Issuing Bank, in full or partial payment of the purchase
price of its participation in such Letter of Credit, its pro rata share
(according to its Percentage) of such payment or disbursement (but no such
payment shall diminish the obligations of the Company under SECTION 2.3.3), and
upon notice from the applicable Issuing Bank, the Agent shall promptly notify
each other Bank thereof. Each other Bank irrevocably and unconditionally agrees
to so pay to the Agent in immediately available funds for the applicable Issuing
Bank's account the amount of such other Bank's Percentage of such payment or
disbursement. If and to the extent any Bank shall not have made such amount
available to the Agent by 2:00 P.M., Chicago time, on the Business Day on which
such Bank receives notice from the Agent of such payment or disbursement (it
being understood that any such notice received after noon, Chicago time, on any
Business Day shall be deemed to have been received on the next following
Business Day), such Bank agrees to pay interest on such amount to the Agent for
the applicable Issuing Bank's account forthwith on demand for each day from the
date such amount was to have been delivered to the Agent to the date such amount
is paid, at a rate per annum equal to (a) for the first three days after demand,
the Federal Funds Rate from time to time in effect and (b) thereafter, the
Alternate Reference Rate from time to time in effect. Any Bank's failure to make
available to the Agent its Percentage of any such payment or disbursement shall
not relieve any other Bank of its obligation hereunder to make available to the
Agent such other Bank's Percentage of such payment, but no Bank shall be
responsible for the failure of any other Bank to make available to the Agent
such other Bank's Percentage of any such payment or disbursement.

                                       16
<PAGE>
     2.4 COMMITMENTS SEVERAL. The failure of any Bank to make a requested Loan
on any date shall not relieve any other Bank of its obligation to make a Loan on
such date, but no Bank shall be responsible for the failure of any other Bank to
make any Loan to be made by such other Bank.

     2.5 CERTAIN CONDITIONS. Notwithstanding any other provision of this
Agreement, no Bank shall have an obligation to make any Loan, or to permit the
continuation of or any conversion into any Eurodollar Loan, and no Issuing Bank
shall have any obligation to issue any Letter of Credit, if an Event of Default
or Unmatured Event of Default exists.

     SECTION 3  NOTES EVIDENCING LOANS.

     3.1 NOTES. The Loans of each Bank shall be evidenced by a promissory note
(each a "NOTE") substantially in the form set forth in EXHIBIT A, with
appropriate insertions, payable to the order of such Bank in an amount equal to
such Bank's Percentage of the Loan Commitment (or, if less, in the aggregate
unpaid principal amount of such Bank's Loans).

     3.2 RECORDKEEPING. Each Bank shall record in its records, or at its option
on the schedule attached to its Note, the date and amount of each Loan made by
such Bank, each repayment or conversion thereof and, in the case of each
Eurodollar Loan, the dates on which each Interest Period for such Loan shall
begin and end. The aggregate unpaid principal amount so recorded shall be
rebuttable presumptive evidence of the principal amount owing and unpaid on such
Note. The failure to so record any such amount or any error in so recording any
such amount shall not, however, limit or otherwise affect the obligations of the
Company hereunder or under any Note to repay the principal amount of the Loans
evidenced by such Note together with all interest accruing thereon.

     SECTION 4  INTEREST.

     4.1 INTEREST RATES. The Company promises to pay interest on the unpaid
principal amount of each Loan for the period commencing on the date of such Loan
until such Loan is paid in full as follows:

          (a) at all times while such Loan is a Floating Rate Loan, at a rate
     per annum equal to the sum of the Alternate Reference Rate from time to
     time in effect plus the Floating Rate Margin from time to time in effect;
     and

          (b) at all times while such Loan is a Eurodollar Loan, at a rate per
     annum equal to the sum of the Eurodollar Rate (Reserve Adjusted) applicable
     to each Interest Period for

                                       17
<PAGE>
     such Loan plus the Eurodollar Margin from time to time in effect;

PROVIDED, HOWEVER, that at any time an Event of Default exists, the interest
rate applicable to each Loan shall be increased by 2%.

     4.2 INTEREST PAYMENT DATES. Accrued interest on each Floating Rate Loan
shall be payable in arrears on the last Business Day of each calendar quarter
and at maturity. Accrued interest on each Eurodollar Loan shall be payable on
the last day of each Interest Period relating to such Loan (and, in the case of
a Eurodollar Loan with a six-month Interest Period, on the three-month
anniversary of the first day of such Interest Period) and at maturity. After
maturity, accrued interest on all Loans shall be payable on demand.

     4.3 INTEREST PERIODS. Each "Interest Period" for a Eurodollar Loan shall
commence on the date such Eurodollar Loan is made or converted from a Floating
Rate Loan, or on the expiration of the immediately preceding Interest Period for
such Eurodollar Loan, and shall end on the date which is one, two, three or six
months thereafter, as the Company may specify:

          (a) in the case of an Interest Period which commences on the date a
     Eurodollar Loan is made or converted from a Floating Rate Loan, in the
     related notice of borrowing or conversion pursuant to SECTION 2.2.2 or
     2.2.3, or

          (b) in the case of a succeeding Interest Period with respect to any
     Eurodollar Loan, by written notice or telephonic notice (followed
     immediately by written confirmation thereof) to the Agent not later than
     9:00 A.M., Chicago time, at least two Business Days prior to the first day
     of such succeeding Interest Period, it being understood that (i) each such
     notice shall be effective upon receipt by the Agent and (ii) if the Company
     fails to give such notice, such Loan shall automatically become a Floating
     Rate Loan at the end of its then-current Interest Period.

Each Interest Period that begins on the last day of a calendar month (or on a
day for which there is no numerically corresponding day in the appropriate
subsequent calendar month) shall end on the last Business Day of the appropriate
subsequent calendar month. Each Interest Period which would otherwise end on a
day which is not a Business Day shall end on the immediately succeeding Business
Day (unless such immediately succeeding Business Day is the first Business Day
of a calendar month, in which case such Interest Period shall end on the
immediately preceding Business Day). The Company may not select any Interest

                                       18
<PAGE>
Period for a Loan which would end after the scheduled Termination Date.

     4.4 SETTING AND NOTICE OF EURODOLLAR RATES. The applicable Eurodollar Rate
for each Interest Period shall be determined by the Agent, and notice thereof
shall be given by the Agent promptly to the Company and each Bank. Each
determination of the applicable Eurodollar Rate by the Agent shall be conclusive
and binding upon the parties hereto, in the absence of demonstrable error. The
Agent shall, upon written request of the Company or any Bank, deliver to the
Company or such Bank a statement showing the computations used by the Agent in
determining any applicable Eurodollar Rate hereunder.

     4.5 COMPUTATION OF INTEREST. All determinations of interest for Floating
Rate Loans when the Alternate Reference Rate is determined by the Reference Rate
shall be made on the basis of a year of 365 or 366 days, as the case may be, and
the actual number of days elapsed. All other computations of interest shall be
computed for the actual number of days elapsed on the basis of a year of 360
days. The applicable interest rate for each Floating Rate Loan shall change
simultaneously with each change in the Alternate Reference Rate.

     SECTION 5  FEES.

     5.1 NON-USE FEE. The Company agrees to pay to the Agent for the account of
each Bank a non-use fee, for the period from the Effective Date to the
Termination Date, at the rate per annum in effect from time to time pursuant to
SCHEDULE 1.1 of the daily average of the unused amount of such Bank's Percentage
of the Commitment Amount. For purposes of calculating usage under this Section,
the Commitment Amount shall be deemed used to the extent of the aggregate
principal amount of all outstanding Loans plus the undrawn amount of all Letters
of Credit. Such non-use fee shall be payable in arrears on the last Business Day
of each calendar quarter and on the Termination Date for any period then ending
for which such non-use fee shall not have theretofore been paid. The non-use fee
shall be computed for the actual number of days elapsed on the basis of a year
of 360 days.

     5.2 LETTER OF CREDIT FEES. (a) The Company agrees to pay to the Agent for
the account of the Banks pro rata according to their respective Percentages a
letter of credit fee for each Letter of Credit in an amount equal to the rate
per annum in effect from time to time pursuant to SCHEDULE 1.1 of the undrawn
amount of such Letter of Credit (computed for the actual number of days elapsed
on the basis of a year of 360 days); PROVIDED that the rate applicable to each
Letter of Credit shall be increased by 2% at any time that an Event of Default
exists. Such letter of credit fee shall be payable in arrears on the last

                                       19
<PAGE>
Business Day of each calendar quarter and on the Termination Date for the period
from the date of the issuance of each Letter of Credit to the date such payment
is due or, if earlier, the date on which such Letter of Credit expired or was
terminated.

     (b) In addition, with respect to each Letter of Credit, the Company agrees
to pay to the applicable Issuing Bank, for its own account, (i) such fees and
expenses as such Issuing Bank customarily requires in connection with the
issuance, negotiation, processing and/or administration of letters of credit in
similar situations and (ii) a letter of credit fee in the amount separately
agreed to by the Company and such Issuing Bank.

     5.3 ARRANGEMENT AND AGENT'S FEES. The Company agrees to pay to the Arranger
and the Agent such arrangement and agent's fees as are mutually agreed to from
time to time by the Company and the Agent.

     5.4 CLOSING FEES. On the Effective Date, the Company shall pay to the Agent
for the account of each Bank a closing fee in an amount equal to 0.20% of such
Bank's Percentage of the Commitment Amount.

     SECTION 6  REDUCTION AND TERMINATION OF THE COMMITMENTS;
PREPAYMENTS.

     6.1 REDUCTION OR TERMINATION OF THE COMMITMENTS. The Company may from time
to time on at least five Business Days' prior written notice received by the
Agent (which shall promptly advise each Bank thereof) permanently reduce the
Commitment Amount to an amount not less than the sum of the aggregate unpaid
principal amount of the Loans and the aggregate Stated Amount of all Letters of
Credit. Any such reduction shall be in an amount not less than $5,000,000 or a
higher integral multiple of $1,000,000. The Company may at any time on like
notice terminate the Commitments upon payment in full of all Loans and all other
obligations of the Company hereunder and cash collateralization in full,
pursuant to documentation in form and substance reasonably satisfactory to the
Banks, of all obligations arising with respect to the Letters of Credit. All
reductions of the Commitment Amount shall reduce the Commitments pro rata among
the Banks according to their respective Percentages.

     6.2 VOLUNTARY PREPAYMENTS. The Company may from time to time prepay the
Loans in whole or in part, PROVIDED that (a) the Company shall give the Agent
(which shall promptly advise each Bank) notice thereof not later than 10:00 A.M.
(Chicago time) on the day of such prepayment (which shall be a Business Day)
specifying the Loans to be prepaid and the date and amount of prepayment,(b)
each partial prepayment shall be in a principal

                                       20
<PAGE>
amount of at least $100,000 and an integral multiple of $100,000 and (c) any
prepayment of a Eurodollar Loan on a day other than the last day of an Interest
Period therefor shall be subject to SECTION 8.4.

     SECTION 7  MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES.

     7.1 MAKING OF PAYMENTS. All payments of principal of or interest on the
Notes, and of all non-use fees and Letter of Credit fees, shall be made by the
Company to the Agent in immediately available funds at the office specified by
the Agent not later than noon, Chicago time, on the date due; and funds received
after that hour shall be deemed to have been received by the Agent on the next
following Business Day. The Agent shall promptly remit to each Bank or other
holder of a Note its share of all such payments received in collected funds by
the Agent for the account of such Bank or holder.

     All payments under SECTION 8.1 shall be made by the Company directly to the
Bank entitled thereto.

     7.2 APPLICATION OF CERTAIN PAYMENTS. Each payment of principal shall be
applied to such Loans as the Company shall direct by notice to be received by
the Agent on or before the date of such payment or, in the absence of such
notice, as the Agent shall determine in its discretion. Concurrently with each
remittance to any Bank of its share of any such payment, the Agent shall advise
such Bank as to the application of such payment.

     7.3 DUE DATE EXTENSION. If any payment of principal or interest with
respect to any of the Notes, or of non-use fees or Letter of Credit fees, falls
due on a day which is not a Business Day, then such due date shall be extended
to the immediately following Business Day (unless, in the case of a Eurodollar
Loan, such immediately following Business Day is the first Business Day of a
calendar month, in which case such date shall be the immediately preceding
Business Day) and, in the case of principal, additional interest shall accrue
and be payable for the period of any such extension.

     7.4 SETOFF. The Company agrees that the Agent and each Bank have all rights
of set-off and bankers' lien provided by applicable law, and in addition
thereto, the Company agrees that at any time any Event of Default exists, the
Agent and each Bank may apply to the payment of any obligations of the Company
hereunder, whether or not then due, any and all balances, credits, deposits,
accounts or moneys of the Company then or thereafter with the Agent or such
Bank.

                                       21
<PAGE>
     7.5 PRORATION OF PAYMENTS. If any Bank shall obtain any payment or other
recovery (whether voluntary, involuntary, by application of offset or otherwise)
on account of principal of or interest on any Note (or on account of its
participation in any Letter of Credit) in excess of its pro rata share of
payments and other recoveries obtained by all Banks on account of principal of
and interest on Notes (or such participation) then held by them, such Bank shall
purchase from the other Banks such participation in the Notes (or
sub-participation in Letters of Credit) held by them as shall be necessary to
cause such purchasing Bank to share the excess payment or other recovery ratably
with each of them; PROVIDED, HOWEVER, that if all or any portion of the excess
payment or other recovery is thereafter recovered from such purchasing Bank, the
purchase shall be rescinded and the purchase price restored to the extent of
such recovery.

     7.6 TAXES. All payments of principal of, and interest on, the Loans and all
other amounts payable hereunder shall be made free and clear of and without
deduction for any present or future income, excise, stamp or franchise taxes and
other taxes, fees, duties, withholdings or other charges of any nature
whatsoever imposed by any taxing authority, but excluding franchise taxes and
taxes imposed on or measured by any Bank's net income or receipts (all
non-excluded items being called "TAXES"). If any withholding or deduction from
any payment to be made by the Company hereunder is required in respect of any
Taxes pursuant to any applicable law, rule or regulation, then the Company will:

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

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

          (c) pay to the Agent for the account of the Banks such additional
     amount or amounts as is necessary to ensure that the net amount actually
     received by each Bank will equal the full amount such Bank would have
     received had no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted against the Agent or any Bank with
respect to any payment received by the Agent or such Bank hereunder, the Agent
or such Bank may pay such Taxes and the Company will promptly pay such
additional amounts (including any penalty, interest and expense) as is necessary
in order that the net amount received by such Person after the payment of such
Taxes (including any Taxes on such additional amount) shall equal the amount
such Person would have received had such Taxes not been asserted.

                                       22
<PAGE>
     If the Company fails to pay any Taxes when due to the appropriate taxing
authority or fails to remit to the Agent, for the account of the respective
Banks, the required receipts or other required documentary evidence, the Company
shall indemnify the Banks for any incremental Taxes, interest or penalties that
may become payable by any Bank as a result of any such failure. For purposes of
this SECTION 7.6, a distribution hereunder by the Agent or any Bank to or for
the account of any Bank shall be deemed a payment by the Company.

     Upon the request from time to time of the Company or the Agent, each Bank
that is organized under the laws of a jurisdiction other than the United States
of America shall execute and deliver to the Company and the Agent one or more
(as the Company or the Agent may reasonably request) United States Internal
Revenue Service Forms 4224 or Forms 1001 or such other forms or documents,
appropriately completed, as may be applicable to establish the extent, if any,
to which a payment to such Bank is exempt from withholding or deduction of
Taxes.

     The obligations of the Company under this SECTION 7.6 are subject to the
limitation set out in SECTION 14.9.1.

     SECTION 8  INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR LOANS.

     8.1 INCREASED COSTS. (a) If, after the date hereof, the adoption of any
applicable law, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Bank (or any Eurodollar Office of such Bank) with
any request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency

          (A) shall subject any Bank (or any Eurodollar Office of such Bank) to
     any tax, duty or other charge with respect to its Eurodollar Loans, its
     Note or its obligation to make Eurodollar Loans, or shall change the basis
     of taxation of payments to any Bank of the principal of or interest on its
     Eurodollar Loans or any other amounts due under this Agreement in respect
     of its Eurodollar Loans or its obligation to make Eurodollar Loans (except
     for changes in the rate of tax on the overall net income of such Bank or
     its Eurodollar Office imposed by the jurisdiction in which such Bank's
     principal executive office or Eurodollar Office is located); or

          (B) shall impose, modify or deem applicable any reserve (including any
     reserve imposed by the Board of Governors of the Federal Reserve System,
     but excluding any

                                       23
<PAGE>
     reserve included in the determination of interest rates pursuant to SECTION
     4), special deposit or similar requirement against assets of, deposits with
     or for the account of, or credit extended by any Bank (or any Eurodollar
     Office of such Bank); or

          (C) shall impose on any Bank (or its Eurodollar Office) any other
     condition affecting its Eurodollar Loans, its Note or its obligation to
     make Eurodollar Loans;

and the result of any of the foregoing is to increase the cost to (or in the
case of Regulation D of the Board of Governors of the Federal Reserve System, to
impose a cost on) such Bank (or any Eurodollar Office of such Bank) of making or
maintaining any Eurodollar Loan, or to reduce the amount of any sum received or
receivable by such Bank (or its Eurodollar Office) under this Agreement or under
its Note with respect thereto, then within 10 days after demand by such Bank
(which demand shall be accompanied by a statement setting forth the basis for
such demand and a calculation of the amount thereof in reasonable detail, a copy
of which shall be furnished to the Agent), the Company shall pay directly to
such Bank such additional amount as will compensate such Bank for such increased
cost or such reduction.

     (b) If any Bank shall reasonably determine that the adoption or phase-in of
any applicable law, rule or regulation regarding capital adequacy, or any change
therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank or any
Person controlling such Bank with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on such Bank's or such controlling Person's capital as a consequence of
such Bank's obligations hereunder (including such Bank's obligations under the
Loan Commitment or the L/C Commitment) or under any Letter of Credit to a level
below that which such Bank or such controlling Person could have achieved but
for such adoption, change or compliance (taking into consideration such Bank's
or such controlling Person's policies with respect to capital adequacy) by an
amount deemed by such Bank or such controlling Person to be material, then from
time to time, within 10 days after demand by such Bank (which demand shall be
accompanied by a statement setting forth the basis for such demand and a
calculation of the amount thereof in reasonable detail, a copy of which shall be
furnished to the Agent), the Company shall pay to such Bank such additional
amount or amounts as will compensate such Bank or such controlling Person for
such reduction.

                                       24
<PAGE>
     8.2 BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If with
respect to any Interest Period:

          (a) deposits in Dollars (in the applicable amounts) are not being
     offered to the Agent in the interbank eurodollar market for such Interest
     Period, or the Agent otherwise reasonably determines (which determination,
     if made in good faith, shall be binding and conclusive on the Company) that
     by reason of circumstances affecting the interbank eurodollar market
     adequate and reasonable means do not exist for ascertaining the applicable
     Eurodollar Rate; or

          (b) Banks having an aggregate Percentage of 40% or more advise the
     Agent that the Eurodollar Rate (Reserve Adjusted) as determined by the
     Agent will not adequately and fairly reflect the cost to such Banks of
     maintaining or funding such Loans for such Interest Period (taking into
     account any amount to which such Banks may be entitled under SECTION 8.1)
     or that the making or funding of Eurodollar Loans has become impracticable
     as a result of an event occurring after the date of this Agreement which in
     the opinion of such Banks materially affects such Loans;

THEN the Agent shall promptly notify the other parties thereof and, so long as
such circumstances shall continue, (i) no Bank shall be under any obligation to
make or convert into Eurodollar Loans and (ii) on the last day of the current
Interest Period for each Eurodollar Loan, such Loan shall, unless then repaid in
full, automatically convert to a Floating Rate Loan.

     8.3 CHANGES IN LAW RENDERING EURODOLLAR LOANS UNLAWFUL. In the event that
any change in (including the adoption of any new) applicable laws or
regulations, or any change in the interpretation of applicable laws or
regulations by any governmental or other regulatory body charged with the
administration thereof, should make it (or in the good faith judgment of any
Bank cause a substantial question as to whether it is) unlawful for any Bank to
make, maintain or fund Eurodollar Loans, then such Bank shall promptly notify
each of the other parties hereto and, so long as such circumstances shall
continue, (a) such Bank shall have no obligation to make or convert into
Eurodollar Loans (but shall make Floating Rate Loans concurrently with the
making of or conversion into Eurodollar Loans by the Banks which are not so
affected, in each case in an amount equal to such Bank's pro rata share of all
Eurodollar Loans which would be made or converted into at such time in the
absence of such circumstances) and (b) on the last day of the current Interest
Period for each Eurodollar Loan of such Bank (or, in any event, on such earlier
date as may be required by the relevant law, regulation or interpretation), such
Eurodollar Loan shall, unless

                                       25
<PAGE>
then repaid in full, automatically convert to a Floating Rate Loan. Each
Floating Rate Loan made by a Bank which, but for the circumstances described in
the foregoing sentence, would be a Eurodollar Loan (an "Affected Loan") shall
remain outstanding for the same period as the Group of Eurodollar Loans of which
such Affected Loan would be a part absent such circumstances.

     8.4 FUNDING LOSSES. The Company hereby agrees that upon demand by any Bank
(which demand shall be accompanied by a statement setting forth the basis for
the amount being claimed, a copy of which shall be furnished to the Agent), the
Company will indemnify such Bank against any net loss or expense which such Bank
may sustain or incur (including any net loss or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such Bank
to fund or maintain any Eurodollar Loan), as reasonably determined by such Bank,
as a result of (a) any payment, prepayment or conversion of any Eurodollar Loan
of such Bank on a date other than the last day of an Interest Period for such
Loan (including any conversion pursuant to SECTION 8.3) or (b) any failure of
the Company to borrow or convert any Loan on a date specified therefor in a
notice of borrowing or conversion pursuant to this Agreement. For this purpose,
all notices to the Agent pursuant to this Agreement shall be deemed to be
irrevocable.

     8.5 RIGHT OF BANKS TO FUND THROUGH OTHER OFFICES. Each Bank may, if it so
elects, fulfill its commitment as to any Eurodollar Loan by causing a foreign
branch or affiliate of such Bank to make such Loan, PROVIDED that in such event
for the purposes of this Agreement such Loan shall be deemed to have been made
by such Bank and the obligation of the Company to repay such Loan shall
nevertheless be to such Bank and shall be deemed held by it, to the extent of
such Loan, for the account of such branch or affiliate.

     8.6 DISCRETION OF BANKS AS TO MANNER OF FUNDING. Notwithstanding any
provision of this Agreement to the contrary, each Bank shall be entitled to fund
and maintain its funding of all or any part of its Loans in any manner it sees
fit, it being understood, however, that for the purposes of this Agreement all
determinations hereunder shall be made as if such Bank had actually funded and
maintained each Eurodollar Loan during each Interest Period for such Loan
through the purchase of deposits having a maturity corresponding to such
Interest Period and bearing an interest rate equal to the Eurodollar Rate for
such Interest Period.

     8.7 MITIGATION OF CIRCUMSTANCES; REPLACEMENT OF AFFECTED BANK. (a) Each
Bank shall promptly notify the Company and the Agent of any event of which it
has knowledge which will result in, and will use reasonable commercial efforts
available to it

                                       26
<PAGE>
(and not, in such Bank's good faith judgment, otherwise disadvantageous to such
Bank) to mitigate or avoid, (i) any obligation by the Company to pay any amount
pursuant to SECTION 7.6 or 8.1 or (ii) the occurrence of any circumstances of
the nature described in SECTION 8.2 or 8.3 (and, if any Bank has given notice of
any such event described in CLAUSE (I) or (II) above and thereafter such event
ceases to exist, such Bank shall promptly so notify the Company and the Agent).
Without limiting the foregoing, each Bank will designate a different funding
office if such designation will avoid (or reduce the cost to the Company of) any
event described in CLAUSE (I) or (II) of the preceding sentence and such
designation will not, in such Bank's sole judgment, be otherwise disadvantageous
to such Bank.

     (b) At any time any Bank is an Affected Bank, the Company may replace such
Affected Bank as a party to this Agreement with one or more other bank(s) or
financial institution(s) reasonably satisfactory to the Agent (and upon notice
from the Company such Affected Bank shall assign pursuant to an Assignment
Agreement, and without recourse or warranty, its Commitment, its Loans, its
Note, its participation in Letters of Credit, and all of its other rights and
obligations hereunder to such replacement bank(s) or other financial
institution(s) for a purchase price equal to the sum of the principal amount of
the Loans so assigned, all accrued and unpaid interest thereon, its ratable
share of all accrued and unpaid non-use fees and Letter of Credit fees, any
amounts payable under SECTION 8.4 as a result of such Bank receiving payment of
any Eurodollar Loan prior to the end of an Interest Period therefor and all
other obligations owed to such Affected Bank hereunder).

     8.8 CONCLUSIVENESS OF STATEMENTS; SURVIVAL OF PROVISIONS. Determinations
and statements of any Bank pursuant to SECTION 8.1, 8.2, 8.3 or 8.4 shall be
conclusive absent demonstrable error. Banks may use reasonable averaging and
attribution methods in determining compensation under SECTIONS 8.1 and 8.4, and
the provisions of such Sections shall survive repayment of the Loans,
cancellation of the Notes, cancellation or expiration of the Letters of Credit
and any termination of this Agreement.

     SECTION 9  WARRANTIES.

     To induce the Agent and the Banks to enter into this Agreement and to
induce the Banks to make Loans and issue or purchase participations in Letters
of Credit hereunder, the Company warrants to the Agent and the Banks that:

     9.1 ORGANIZATION, ETC. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware; each
Subsidiary is a corporation duly organized, validly existing and in good
standing under the laws of the

                                       27
<PAGE>
state of its incorporation; and the Company and each Subsidiary is duly
qualified to do business in each jurisdiction where the nature of its business
makes such qualification necessary (except in those instances in which the
failure to be qualified or in good standing does not have a Material Adverse
Effect) and has full power and authority to own its property and conduct its
business as presently conducted by it.

     9.2 AUTHORIZATION; NO CONFLICT. The execution and delivery by the Company
of this Agreement and each other Loan Document to which it is a party, the
borrowings hereunder, the execution and delivery by each Guarantor of each Loan
Document to which it is a party and the performance by each of the Company and
each Guarantor of its obligations under each Loan Document to which it is a
party are within the corporate powers of the Company and each Guarantor, have
been duly authorized by all necessary corporate action on the part of the
Company and each Guarantor (including any necessary shareholder action), have
received all necessary governmental approval (if any shall be required), and do
not and will not (a) violate any provision of law or any order, decree or
judgment of any court or other government agency which is binding on the Company
or any Guarantor, (b) contravene or conflict with, or result in a breach of, any
provision of the Certificate of Incorporation, By-Laws or other organizational
documents of the Company or any Guarantor or of any agreement, indenture,
instrument or other document which is binding on the Company, any Guarantor or
any other Subsidiary or (c) result in, or require, the creation or imposition of
any Lien on any property of the Company, any Guarantor or any other Subsidiary
(other than Liens arising under the Loan Documents).

     9.3 VALIDITY AND BINDING NATURE. Each of this Agreement and each other Loan
Document to which the Company is a party is the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms; and each Loan Document to which any Guarantor is a party is, or upon
the execution and delivery thereof by such Guarantor will be, the legal, valid
and binding obligation of such Guarantor, enforceable against such Guarantor in
accordance with its terms.

     9.4 FINANCIAL CONDITION. The audited consolidated financial statements of
the Company and its Subsidiaries dated December 31, 1996, and the unaudited
consolidated financial statements of the Company and its Subsidiaries dated
September 30, 1997, copies of which have been furnished to each Bank:

               (i) were prepared in accordance with GAAP consistently applied
     throughout the periods covered thereby, except as otherwise expressly noted
     therein (subject, in the case of the unaudited financial statements, to the
     absence

                                       28
<PAGE>
     of footnotes and to customary year-end audit adjustments); and

               (ii) fairly present in all material respects the financial
     condition of the Company and its Subsidiaries as of the dates thereof and
     the results of operations for the periods covered thereby.

     9.5 NO MATERIAL ADVERSE CHANGE. Since December 31, 1996, there has been no
material adverse change in the financial condition, operations, assets,
business, properties or prospects of the Company and its Subsidiaries taken as a
whole.

     9.6 LITIGATION AND CONTINGENT LIABILITIES. (a) No litigation (including
derivative actions), arbitration proceeding, labor controversy or governmental
investigation or proceeding is pending or, to the Company's knowledge,
threatened against the Company or any Subsidiary which might reasonably be
expected to have a Material Adverse Effect, except as set forth in SCHEDULE
9.6(A). Other than any liability incident to such litigation or proceedings,
neither the Company nor any Subsidiary has any material contingent liabilities
not listed in such SCHEDULE 9.6(A) or 9.6(B).

     (b) SCHEDULE 9.6(B) sets out descriptions of all arrangements existing on
the Effective Date pursuant to which the Company or any Subsidiary may be
required to pay any Contingent Payment.

     9.7 OWNERSHIP OF PROPERTIES; LIENS. Each of the Company and each Subsidiary
owns good and marketable title to all of its properties and assets, real and
personal, tangible and intangible, of any nature whatsoever (including patents,
trademarks, trade names, service marks and copyrights), free and clear of all
Liens, charges and material claims (including material infringement claims with
respect to patents, trademarks, copyrights and the like) except as permitted
pursuant to SECTION 10.8.

     9.8 SUBSIDIARIES. The Company has no Subsidiaries except those listed in
SCHEDULE 9.8.

     9.9 PENSION AND WELFARE PLANS. (a) During the twelve-consecutive-month
period prior to the date of the execution and delivery of this Agreement or the
making of any Loan hereunder, (i) no steps have been taken to terminate any
Pension Plan and (ii) no contribution failure has occurred with respect to any
Pension Plan sufficient to give rise to a lien under Section 302(f) of ERISA. No
condition exists or event or transaction has occurred with respect to any
Pension Plan which could result in the incurrence by the Company of any material
liability, fine or

                                       29
<PAGE>
penalty. The Company has no contingent liability with respect to any
post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Subtitle B of Title I of ERISA.

     (b) All contributions (if any) have been made to any Multiemployer Pension
Plan that are required to be made by the Company or any other member of the
Controlled Group under the terms of the plan or of any collective bargaining
agreement or by applicable law; neither the Company nor any member of the
Controlled Group has withdrawn or partially withdrawn from any Multiemployer
Pension Plan, incurred any withdrawal liability with respect to any such plan,
received notice of any claim or demand for withdrawal liability or partial
withdrawal liability from any such plan, and no condition has occurred which, if
continued, might result in a withdrawal or partial withdrawal from any such
plan; and neither the Company nor any member of the Controlled Group has
received any notice that any Multiemployer Pension Plan is in reorganization,
that increased contributions may be required to avoid a reduction in plan
benefits or the imposition of any excise tax, that any such plan is or has been
funded at a rate less than that required under Section 412 of the Code, that any
such plan is or may be terminated, or that any such plan is or may become
insolvent.

     9.10 INVESTMENT COMPANY ACT. Neither the Company nor any Subsidiary is an
"investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940.

     9.11 PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Company nor any
Subsidiary is a "holding company", or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935.

     9.12 REGULATION U. The Company is not engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying Margin Stock.

     9.13 TAXES. Each of the Company and each Subsidiary has filed all tax
returns and reports required by law to have been filed by it and has paid all
taxes and governmental charges thereby shown to be owing, except any such taxes
or charges which are being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall have
been set aside on its books.

                                       30
<PAGE>
     9.14 SOLVENCY, ETC. On the Effective Date (or, in the case of any Person
which becomes a Guarantor after the Effective Date, on the date such Person
becomes a Guarantor), and immediately prior to and after giving effect to the
issuance of each Letter of Credit and each borrowing hereunder and the use of
the proceeds thereof, (a) each of the Company's and each Guarantor's assets will
exceed its liabilities and (b) each of the Company and each Guarantor will be
solvent, will be able to pay its debts as they mature, will own property with
fair saleable value greater than the amount required to pay its debts and will
have capital sufficient to carry on its business as then constituted.

     9.15  ENVIRONMENTAL MATTERS.

          (a) NO VIOLATIONS. Except as set forth on SCHEDULE 9.15, neither the
Company nor any Subsidiary, nor any operator of the Company's or any
Subsidiary's properties, is in violation, or alleged violation, of any judgment,
decree, order, law, permit, license, rule or regulation pertaining to
environmental matters, including those arising under the Resource Conservation
and Recovery Act ("RARA"), the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA"), the Superfund Amendments and
Reauthorization Act of 1986 or any other Environmental Law which (i) in any
single case, requires expenditures in any three-year period of $500,000 or more
by the Company and its Subsidiaries in penalties and/or for investigative,
removal or remedial actions or (ii) individually or in the aggregate otherwise
might reasonably be expected to have a Material Adverse Effect.

          (b) NOTICES. Except as set forth on SCHEDULE 9.15, neither the Company
nor any Subsidiary has received notice from any third party, including any
Federal, state or local governmental authority: (a) that any one of them has
been identified by the U.S. Environmental Protection Agency as a potentially
responsible party under CERCLA with respect to a site listed on the National
Priorities List, 40 C.F.R. Part 300 Appendix B; (b) that any hazardous waste, as
defined by 42 U.S.C. 6903(5), any hazardous substance as defined by 42 U.S.C.
9601(14), any pollutant or contaminant as defined by 42 U.S.C. 9601(33) or any
toxic substance, oil or hazardous material or other chemical or substance
regulated by any Environmental Law, excluding household hazardous waste (all of
the foregoing, "HAZARDOUS SUBSTANCES"), which any one of them has generated,
transported or disposed of has been found at any site at which a Federal, state
or local agency or other third party has conducted a remedial investigation,
removal or other response action pursuant to any Environmental Law; (c) that the
Company or any Subsidiary must conduct a remedial investigation, removal,
response action or other activity pursuant to any Environmental Law; or (d) of
any Environmental Claim.

                                       31
<PAGE>
          (c) HANDLING OF HAZARDOUS SUBSTANCES. Except as set forth on SCHEDULE
9.15, (i) no portion of the real property or other assets of the Company or any
Subsidiary has been used for the handling, processing, storage or disposal of
Hazardous Substances except in accordance in all material respects with
applicable Environmental Laws; and no underground tank or other underground
storage receptacle for Hazardous Substances is located on such properties; (ii)
in the course of any activities conducted by the Company, any Subsidiary or the
operators of any real property of the Company or any Subsidiary, no Hazardous
Substances have been generated or are being used on such properties except in
accordance in all material respects with applicable Environmental Laws; (iii)
there have been no Releases or threatened Releases of Hazardous Substances on,
upon, into or from any real property or other assets of the Company or any
Subsidiary, which Releases singly or in the aggregate might reasonably be
expected to have a material adverse effect on the value of such real property or
assets; (iv) to the Company's actual knowledge, there have been no Releases on,
upon, from or into any real property in the vicinity of the real property or
other assets of the Company or any Subsidiary which, through soil or groundwater
contamination, may have come to be located on, and which might reasonably be
expected to have a material adverse effect on the value of, the real property or
other assets of the Company or any Subsidiary; and (v) any Hazardous Substances
generated by the Company and its Subsidiaries have been transported offsite only
by properly licensed carriers and delivered only to treatment or disposal
facilities maintaining valid permits as required under applicable Environmental
Laws, which transporters and facilities have been and are, to the best of the
Company's knowledge, operating in compliance with such permits and applicable
Environmental Laws.

          (d) INVESTIGATIONS. Except as set forth on SCHEDULE 9.15, the Company
and its Subsidiaries have taken all reasonable steps to investigate the past and
present condition and usage of the real property of the Company and its
Subsidiaries and the operations conducted by the Company and its Subsidiaries
with regard to environmental matters.

     9.16 YEAR 2000 PROBLEM. The Company and its Subsidiaries have reviewed the
areas within their business and operations which could be adversely affected by,
and have developed or are developing a program to address on a timely basis, the
"Year 2000 Problem" (that is, the risk that computer applications used by the
Company and its Subsidiaries may be unable to recognize and perform properly
date-sensitive functions involving certain dates prior to and any date after
December 31, 1999). Based on such review and program, the Company reasonably
believes that the "Year 2000 Problem" will not have a Material Adverse Effect.

                                       32
<PAGE>
     9.17 INFORMATION. All information heretofore or contemporaneously herewith
furnished in writing by the Company or any Subsidiary to any Bank for purposes
of or in connection with this Agreement and the transactions contemplated hereby
is, and all written information hereafter furnished by or on behalf of the
Company or any Subsidiary to any Bank pursuant hereto or in connection herewith
will be, true and accurate in every material respect on the date as of which
such information is dated or certified, and none of such information is or will
be incomplete by omitting to state any material fact necessary to make such
information not misleading in light of the circumstances under which made (it
being recognized by the Agent and the Banks that (a) any projections and
forecasts provided by the Company are based on good faith estimates and
assumptions believed by the Company to be reasonable as of the date of the
applicable projections or assumptions and that actual results during the period
or periods covered by any such projections and forecasts may differ from
projected or forecasted results and (b) any information provided by the Company
or any Subsidiary with respect to any Person or assets acquired or to be
acquired by the Company or any Subsidiary shall, for all periods prior to the
date of such acquisition, be limited to the knowledge of the Company or the
acquiring Subsidiary after reasonable inquiry).

     SECTION 10  COVENANTS.

     Until the expiration or termination of the Commitments and thereafter until
all obligations of the Company hereunder and under the other Loan Documents are
paid in full and all Letters of Credit have been terminated, the Company agrees
that, unless at any time the Required Banks shall otherwise expressly consent in
writing, it will:

     10.1 REPORTS, CERTIFICATES AND OTHER INFORMATION. Furnish to the Agent and
each Bank:

     10.1.1 AUDIT REPORT. Promptly when available and in any event within 90
days after the close of each Fiscal Year: (a) a copy of the annual audit report
of the Company and its Subsidiaries for such Fiscal Year, including therein
consolidated balance sheets of the Company and its Subsidiaries as of the end of
such Fiscal Year and consolidated statements of earnings and cash flow of the
Company and its Subsidiaries for such Fiscal Year certified without
qualification by independent auditors of recognized standing selected by the
Company and reasonably acceptable to the Required Banks, together with a written
statement from such accountants to the effect that in making the examination
necessary for the signing of such annual audit report by such accountants,
nothing came to their attention that caused them to believe that the Company was
not in compliance with any provision of Section 10.6, 10.7, 10.9 or 10.10 of
this Agreement

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<PAGE>
insofar as such provision relates to accounting matters or, if something has
come to their attention that caused them to believe that the Company was not in
compliance with any such provision, describing such non-compliance in reasonable
detail (it being understood that any such audit is not directed primarily toward
obtaining knowledge of such non-compliance); and (b) consolidating balance
sheets of the Company and its Subsidiaries as of the end of such Fiscal Year and
a consolidating statement of earnings for the Company and its Subsidiaries for
such Fiscal Year, certified by the Chief Financial Officer, the Vice President,
Finance, Controller or Treasurer of the Company.

     10.1.2 QUARTERLY REPORTS. Promptly when available and in any event within
45 days after the end of each Fiscal Quarter (except the last Fiscal Quarter) of
each Fiscal Year, consolidated and consolidating balance sheets of the Company
and its Subsidiaries as of the end of such Fiscal Quarter, together with
consolidated and consolidating statements of earnings and a consolidated
statement of cash flows for such Fiscal Quarter and for the period beginning
with the first day of such Fiscal Year and ending on the last day of such Fiscal
Quarter, certified by the Chief Financial Officer, the Vice President, Finance,
Controller or Treasurer of the Company.

     10.1.3 COMPLIANCE CERTIFICATES. Contemporaneously with the furnishing of a
copy of each annual audit report pursuant to SECTION 10.1.1 and of each set of
quarterly statements pursuant to SECTION 10.1.2, a duly completed compliance
certificate in the form of EXHIBIT B, with appropriate insertions, dated the
date of such annual report or such quarterly statements and signed by the Chief
Financial Officer, the Vice President, Finance, Controller or Treasurer of the
Company, containing a computation of each of the financial ratios and
restrictions set forth in SECTION 10.6 and to the effect that such officer has
not become aware of any Event of Default or Unmatured Event of Default that has
occurred and is continuing or, if there is any such event, describing it and the
steps, if any, being taken to cure it.

     10.1.4 REPORTS TO SEC AND TO SHAREHOLDERS. Promptly upon the filing or
sending thereof, copies of all regular, periodic or special reports of the
Company or any Subsidiary filed with the SEC (excluding exhibits thereto,
provided that the Company shall promptly deliver any such exhibit to the Agent
or any Bank upon request therefor); copies of all registration statements of the
Company or any Subsidiary filed with the SEC (other than on Form S-8); and
copies of all proxy statements or other communications made to security holders
generally concerning material developments in the business of the Company or any
Subsidiary.

     10.1.5 NOTICE OF DEFAULT, LITIGATION AND ERISA MATTERS. Promptly upon
becoming aware of any of the following, written

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<PAGE>
notice describing the same and the steps being taken by the Company or the
Subsidiary affected thereby with respect thereto:

          (a)  the occurrence of an Event of Default or an
     Unmatured Event of Default;

          (b) any litigation, arbitration or governmental investigation or
     proceeding not previously disclosed by the Company to the Banks which has
     been instituted or, to the knowledge of the Company, is threatened against
     the Company or any Subsidiary or to which any of the properties of any
     thereof is subject which, if adversely determined, might reasonably be
     expected to have a Material Adverse Effect;

          (c) the institution of any steps by any member of the Controlled Group
     or any other Person to terminate any Pension Plan, or the failure of any
     member of the Controlled Group to make a required contribution to any
     Pension Plan (if such failure is sufficient to give rise to a lien under
     Section 302(f) of ERISA) or to any Multiemployer Pension Plan, or the
     taking of any action with respect to a Pension Plan which could result in
     the requirement that the Company furnish a bond or other security to the
     PBGC or such Pension Plan, or the occurrence of any event with respect to
     any Pension Plan or Multiemployer Pension Plan which could result in the
     incurrence by any member of the Controlled Group of any material liability,
     fine or penalty (including any claim or demand for withdrawal liability or
     partial withdrawal from any Multiemployer Pension Plan), or any material
     increase in the contingent liability of the Company with respect to any
     post-retirement Welfare Plan benefit, or any notice that any Multiemployer
     Pension Plan is in reorganization, that increased contributions may be
     required to avoid a reduction in plan benefits or the imposition of an
     excise tax, that any such plan is or has been funded at a rate less than
     that required under Section 412 of the Code, that any such plan is or may
     be terminated, or that any such plan is or may become insolvent;

          (d)  any cancellation or material change in any
     insurance maintained by the Company or any Subsidiary;

          (e) any event (including (i) any violation of any Environmental Law or
     the assertion of any Environmental Claim or (ii) the enactment or
     effectiveness of any law, rule or regulation) which might reasonably be
     expected to have a Material Adverse Effect; or

          (f)  any setoff, claims, withholdings or other defenses
     to which any of the Collateral, or the Banks' rights with
     respect to the Collateral, are subject.

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<PAGE>
     10.1.6  SUBSIDIARIES.  Promptly upon any change in the list
of its Subsidiaries, a written report of such change.

     10.1.7 MANAGEMENT REPORTS. Promptly upon the request of the Agent or any
Bank, copies of all detailed financial and management reports submitted to the
Company by independent auditors in connection with each annual or interim audit
made by such auditors of the books of the Company.

     10.1.8 PROJECTIONS. As soon as practicable and in any event within 60 days
after the commencement of each Fiscal Year, financial projections for the
Company and its Subsidiaries for such Fiscal Year prepared in a manner
consistent with those projections delivered by the Company to the Banks prior to
the Effective Date or otherwise in a manner reasonably satisfactory to the
Agent.

     10.1.9 OTHER INFORMATION. From time to time such other information
concerning the Company and its Subsidiaries as any Bank or the Agent may
reasonably request.

     10.2 BOOKS, RECORDS AND INSPECTIONS. Keep, and cause each Subsidiary to
keep, its books and records in accordance with sound business practices
sufficient to allow the preparation of financial statements in accordance with
GAAP; permit, and cause each Subsidiary to permit, any Bank or the Agent or any
representative thereof to inspect the properties and operations of the Company
and of such Subsidiary; and permit, and cause each Subsidiary to permit, at any
reasonable time and with reasonable notice (or at any time without notice if an
Event of Default exists), any Bank or the Agent or any representative thereof to
visit any or all of its offices, to discuss its financial matters with its
officers and its independent auditors (and the Company hereby authorizes such
independent auditors to discuss such financial matters with any Bank or the
Agent or any representative thereof, provided that so long as no Event of
Default exists, a representative of the Company shall be present at any such
discussions), and to examine (and, at the expense of the Company or the
applicable Subsidiary, photocopy extracts from) any of its books or other
corporate records.

     10.3 INSURANCE. Maintain, and cause each Subsidiary to maintain, with
responsible insurance companies, such insurance as may be required by any law or
governmental regulation or court decree or order applicable to it and such other
insurance, to such extent and against such hazards and liabilities, as is
customarily maintained by companies similarly situated; and, upon request of the
Agent or any Bank, furnish to the Agent or such Bank a certificate setting forth
in reasonable detail the nature and extent of all insurance maintained by the
Company and its Subsidiaries.

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<PAGE>
     10.4 COMPLIANCE WITH LAWS; PAYMENT OF TAXES AND LIABILITIES. (a) Comply,
and cause each Subsidiary to comply, in all material respects with all
applicable laws (including Environmental Laws), rules, regulations, decrees,
orders, judgments, licenses and permits; and (b) pay, and cause each Subsidiary
to pay, prior to delinquency, all taxes and other governmental charges against
it or any of its property, as well as claims of any kind which, if unpaid, might
become a Lien on any of its property; PROVIDED, HOWEVER, that the foregoing
shall not require the Company or any Subsidiary to pay any such tax or charge so
long as it shall contest the validity thereof in good faith by appropriate
proceedings and shall set aside on its books adequate reserves with respect
thereto in accordance with GAAP.

     10.5 MAINTENANCE OF EXISTENCE, ETC. Maintain and preserve, and (subject to
SECTION 10.11) cause each Subsidiary to maintain and preserve, (a) its existence
and good standing in the jurisdiction of its incorporation and (b) its
qualification and good standing as a foreign corporation in each jurisdiction
where the nature of its business makes such qualification necessary (except in
those instances in which the failure to be qualified or in good standing does
not have a Material Adverse Effect).

     10.6  FINANCIAL COVENANTS.

     10.6.1 MINIMUM NET WORTH. Not permit its Net Worth at any time to be less
than the sum of (a) $18,000,000 PLUS (b) 75% of the sum of Consolidated Net
Income during the period beginning on the Effective Date and ending on the last
day of the most recently-ended Fiscal Quarter (PROVIDED that, if the sum of
Consolidated Net Income is less than zero for any Fiscal Quarter, for purposes
of this SECTION 10.6.1 such sum will be deemed to have been zero for such
quarter) PLUS (c) 100% of the net proceeds of any equity issued by the Company
or any of its Subsidiaries (on a consolidated basis) after the Effective Date.

     10.6.2 MINIMUM INTEREST COVERAGE. Not permit the Interest Coverage Ratio
for any Computation Period to be less than the applicable ratio set forth below:

           COMPUTATION                     INTEREST
          PERIOD ENDING:                COVERAGE RATIO

     12/31/97 through 12/31/98            2.0  to 1.0
     3/31/99 through 12/31/99             2.25 to 1.0
     3/31/2000 and thereafter             2.5  to 1.0.

     10.6.3 FUNDED DEBT TO EBITDA RATIO. Not permit the Funded Debt to EBITDA
Ratio as of the last day of any Fiscal Quarter to exceed the applicable ratio
set forth below:

                                       37
<PAGE>
              FISCAL                    FUNDED DEBT TO
          QUARTER ENDING:                EBITDA RATIO

     12/31/97 through 12/31/99            3.75 to 1.0
     3/31/2000 and thereafter             3.50 to 1.0.

     10.6.4 CAPITAL EXPENDITURES. The Company will not permit the aggregate
amount of all Capital Expenditures made by the Company and its Subsidiaries in
any Fiscal Year to exceed $6,000,000.

     10.7 LIMITATIONS ON DEBT. Not, and not permit any Subsidiary to, create,
incur, assume or suffer to exist any Debt, except:

     (a)  obligations in respect of the Loans, the L/C
     Applications and the Letters of Credit;

     (b) unsecured Debt of the Company which represents all or part of the
     purchase price payable in connection with a transaction permitted by
     SECTION 10.11(C); PROVIDED that the aggregate principal amount of all such
     unsecured Debt shall not at any time exceed $5,000,000;

     (c) Debt secured by Liens permitted by SUBSECTION 10.8(C) or (D), and
     refinancings of any such Debt so long as the terms applicable to such
     refinanced Debt are no less favorable to the Company or the applicable
     Subsidiary than the terms in effect immediately prior to such refinancing,
     PROVIDED that the aggregate amount of all such Debt at any time outstanding
     shall not exceed $2,000,000;

     (d) Debt of Subsidiaries owed to the Company;

     (e) unsecured Debt of the Company to Subsidiaries;

     (f) Subordinated Debt;

     (g) other Debt outstanding on the date hereof and listed in SCHEDULE 10.7;

     (h) Contingent Payments, PROVIDED that (i) all Contingent Payments arising
     in connection with any single event or transaction shall not exceed
     $2,000,000 and (II) the aggregate amount of all Contingent Payments shall
     not at any time exceed $5,000,000; and

     (i) Debt to be Repaid (provided that all such Debt is repaid on or before
     the Effective Date).

     10.8 LIENS. Not, and not permit any Subsidiary to, create or permit to
exist any Lien on any of its real or personal

                                       38
<PAGE>
properties, assets or rights of whatsoever nature (whether now owned or
hereafter acquired), except:

     (a) Liens for taxes or other governmental charges not at the time
     delinquent or thereafter payable without penalty or being contested in good
     faith by appropriate proceedings and, in each case, for which it maintains
     adequate reserves;

     (b) Liens arising in the ordinary course of business (such as (i) Liens of
     carriers, warehousemen, mechanics and materialmen and other similar Liens
     imposed by law and (ii) Liens incurred in connection with worker's
     compensation, unemployment compensation and other types of social security
     (excluding Liens arising under ERISA) or in connection with surety bonds,
     bids, performance bonds and similar obligations) for sums not overdue or
     being contested in good faith by appropriate proceedings and not involving
     any deposits or advances or borrowed money or the deferred purchase price
     of property or services, and, in each case, for which it maintains adequate
     reserves;

     (c) Liens identified in SCHEDULE 10.8;

     (d) subject to the limitation set forth in SECTION 10.7(C),(i) Liens
     arising in connection with Capital Leases (and attaching only to the
     property being leased), (ii) Liens existing on property at the time of the
     acquisition thereof by the Company or any Subsidiary (and not created in
     contemplation of such acquisition) and (iii) Liens that constitute purchase
     money security interests on any property securing debt incurred for the
     purpose of financing all or any part of the cost of acquiring such
     property, PROVIDED that any such Lien attaches to such property within 60
     days of the acquisition thereof and such Lien attaches solely to the
     property so acquired;

     (e) attachments, appeal bonds, judgments and other similar Liens, for sums
     not exceeding $250,000 arising in connection with court proceedings,
     provided the execution or other enforcement of such Liens is effectively
     stayed and the claims secured thereby are being actively contested in good
     faith and by appropriate proceedings;

     (f) easements, rights of way, restrictions, minor defects or irregularities
     in title and other similar Liens not interfering in any material respect
     with the ordinary conduct of the business of the Company or any Subsidiary;

     (g)  Liens securing Debt to be Repaid; and

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<PAGE>
     (h) Liens in favor of the Agent arising under the Loan Documents.

     10.9 OPERATING LEASES. Not, and not permit any Subsidiary to, be party to
Operating Leases requiring rental payments in excess of $1,500,000 in the
aggregate (excluding intercompany leases) in any Fiscal Year for the Company and
its Subsidiaries taken as a whole.

     10.10 RESTRICTED PAYMENTS. Not, and not permit any Subsidiary to, (a)
declare or pay any dividends on any of its capital stock (other than stock
dividends), (b) purchase or redeem any such stock or any warrants, units,
options or other rights in respect of such stock, (c) make any other
distribution to shareholders, (d) prepay, purchase, defease or redeem any
Subordinated Debt or (e) set aside funds for any of the foregoing; PROVIDED that
any Subsidiary may declare and pay dividends to the Company or to any other
wholly-owned Subsidiary.

     10.11 MERGERS, CONSOLIDATIONS, SALES. Not, and not permit any Subsidiary
to, be a party to any merger or consolidation, or purchase or otherwise acquire
all or substantially all of the assets or any stock of any class of, or any
partnership or joint venture interest in, any other Person, or sell, transfer,
convey or lease all or any substantial part of its assets, or sell or assign
with or without recourse any receivables, except for (a) any such merger or
consolidation, sale, transfer, conveyance, lease or assignment of or by any
wholly-owned Subsidiary into the Company or into, with or to any other
wholly-owned Subsidiary; (b) any such purchase or other acquisition by the
Company or any wholly-owned Subsidiary of the assets or stock of any
wholly-owned Subsidiary; (c) any such purchase or other acquisition by the
Company or any wholly-owned Subsidiary of the assets or stock of any other
Person where (1) such assets (in the case of an asset purchase) are for use, or
such Person (in the case of a stock purchase) is engaged, solely in the
processing and disposal of non-hazardous liquid waste and by-products thereof
and nonhazardous oil field waste and businesses which are reasonably related
thereto (including land farming bio-solids); (2) immediately before or after
giving effect to such purchase or acquisition, no Event of Default or Unmatured
Event of Default shall have occurred and be continuing; (3) either (i) (x) the
aggregate consideration to be paid by the Company and its Subsidiaries
(including any Debt assumed or issued in connection therewith, the amount
thereof to be calculated in accordance with GAAP) in connection with such
purchase or other acquisition (or any series of related acquisitions) is not
greater than $7,000,000 and (y) the aggregate consideration to be paid in cash
by the Company and its Subsidiaries in connection with such purchase or
acquisition (or any series of related acquisitions) is not greater than
$5,000,000 or (ii) the Required Lenders have consented

                                       40
<PAGE>

to such purchase or acquisition; (4) the Company is in PRO FORMA compliance with
all the financial ratios and restrictions set forth in SECTION 10.6; and (5)
such Person (or its board of directors or similar body) has approved such
acquisition or other purchase; and (d) sales and dispositions of assets
(including the stock of Subsidiaries) so long as the net book value of all
assets sold or otherwise disposed of in any Fiscal Year does not exceed
$500,000.

     10.12 MODIFICATION OF ORGANIZATIONAL DOCUMENTS. Not permit the Certificate
of Incorporation, By-Laws or other organizational documents of the Company or
any Subsidiary to be amended or modified in any way which might reasonably be
expected to materially adversely affect the interests of the Banks.

     10.13 USE OF PROCEEDS. Use the proceeds of the Loans solely to finance the
Company's working capital, for acquisitions permitted by SECTION 10.11, for
Capital Expenditures and for other general corporate purposes, including the
payment of Debt to be Repaid; and not use or permit any proceeds of any Loan to
be used, either directly or indirectly, for the purpose, whether immediate,
incidental or ultimate, of "purchasing or carrying" any Margin Stock.

     10.14 FURTHER ASSURANCES. Take, and cause each Subsidiary to take, such
actions as are necessary, or as the Agent or the Required Banks may reasonably
request, from time to time (including the execution and delivery of guaranties,
security agreements, pledge agreements, financing statements and other
documents, the filing or recording of any of the foregoing, and the delivery of
stock certificates and other collateral with respect to which perfection is
obtained by possession) to ensure that (i) the obligations of the Company
hereunder and under the other Loan Documents are secured by substantially all of
the assets (other than real property and, unless the Required Banks otherwise
request in writing, any motor vehicle subject to a statute requiring notation on
a certificate of title to perfect a security interest in such vehicle) of the
Company and guaranteed by all of the Subsidiaries (including, promptly upon the
acquisition or creation thereof, any Subsidiary acquired or created after the
date hereof) by execution of a counterpart of the Guaranty and (ii) the
obligations of each Guarantor under the Guaranty are secured by substantially
all of the assets (other than real property and, unless the Required Banks
otherwise request in writing, any motor vehicle subject to a statute requiring
notation on a certificate of title to perfect a security interest in such
vehicle) of such Guarantor.

     10.15 TRANSACTIONS WITH AFFILIATES. Not, and not permit any Subsidiary to,
enter into, or cause, suffer or permit to exist any transaction, arrangement or
contract with any of its

                                       41
<PAGE>
other Affiliates (other than the Company and its Subsidiaries) which is on terms
which are less favorable than are obtainable from any Person which is not one of
its Affiliates.

     10.16 EMPLOYEE BENEFIT PLANS. Maintain, and cause each Subsidiary to
maintain, each Pension Plan in substantial compliance with all applicable
requirements of law and regulations.

     10.17 ENVIRONMENTAL MATTERS. (a) If any material Release or Disposal of
Hazardous Substances shall occur or shall have occurred on any real property or
any other assets of the Company or any Subsidiary, the Company shall, or shall
cause the applicable Subsidiary to, cause the prompt containment and removal of
such Hazardous Substances and the remediation of such real property or other
assets as necessary to comply in all material respects with all Environmental
Laws and to preserve the value of such real property or other assets. Without
limiting the generality of the foregoing, the Company shall, and shall cause
each Subsidiary to, comply in a reasonable and cost-effective manner with any
valid Federal or state judicial or administrative order requiring the
performance at any real property of the Company or any Subsidiary of activities
in response to the Release or threatened Release of a Hazardous Substance except
for the period of time that the Company or such Subsidiary is diligently and in
good faith contesting such order.

          (b) To the extent that the transportation of "hazardous waste" as
defined by RCRA is permitted by this Agreement, the Company shall, and shall
cause its Subsidiaries to, dispose of such hazardous waste only at licensed
disposal facilities operating, to the best of the Company's or such Subsidiary's
knowledge after reasonable inquiry, in compliance with Environmental Laws.

     10.18 UNCONDITIONAL PURCHASE OBLIGATIONS. Not, and not permit any
Subsidiary to, enter into or be a party to any contract for the purchase of
materials, supplies or other property or services, if such contract requires
that payment be made by it regardless of whether or not delivery is ever made of
such materials, supplies or other property or services; provided that the
foregoing shall not prohibit the Company or any Subsidiary from entering into
options for the purchase of particular assets or businesses.

     10.19 INCONSISTENT AGREEMENTS. Not, and not permit any Subsidiary to, enter
into any agreement containing any provision which (a) would be violated or
breached by any borrowing by the Company hereunder or by the performance by the
Company or any Subsidiary of any of its obligations hereunder or under any other
Loan Document or (b) would prohibit the Company or any Subsidiary

                                       42
<PAGE>
from granting to the Agent, for the benefit of the Banks, a Lien on any of its
assets.

     10.20 BUSINESS ACTIVITIES. Not, and not permit any Subsidiary to, engage in
any line of business other than the processing and disposal of non-hazardous
liquid waste and by-products thereof and non-hazardous oil field waste and
businesses which are reasonably related thereto (including land farming
bio-solids).

     10.21 ADVANCES AND OTHER INVESTMENTS. Not, and not permit any Subsidiary
to, make, incur, assume or suffer to exist any Investment in any other Person,
except (without duplication) the following:

     (a) equity Investments existing on the Effective Date in wholly-owned
     Subsidiaries identified in SCHEDULE 9.8;

     (b) equity Investments in Subsidiaries acquired after the Effective Date in
     transactions permitted as acquisitions of stock or assets pursuant to
     SECTION 10.11;

     (c) in the ordinary course of business, contributions by the Company to the
     capital of any of its Subsidiaries, or by any such Subsidiary to the
     capital of any of its Subsidiaries;

     (d) in the ordinary course of business, Investments by the Company in any
     Subsidiary or by any of the Subsidiaries in the Company, by way of
     intercompany loans, advances or guaranties, all to the extent permitted by
     SECTION 10.7;

     (e) Suretyship Liabilities permitted by SECTION 10.7;

     (f) good faith deposits made in connection with prospective acquisitions of
     stock or assets permitted by SECTION 10.11;

     (g) loans to officers and employees not exceeding (i) $100,000 in the
     aggregate to any single individual or (ii) $250,000 in the aggregate for
     all such individuals;

     (h)  Cash Equivalent Investments; and

     (i) bank deposits in the ordinary course of business; PROVIDED that the
     aggregate amount of all such deposits (excluding amounts in payroll
     accounts or for accounts payable, in each case to the extent that checks
     have been issued to third parties) which are maintained with any bank other
     than a Bank shall not at any time exceed (x) in the case of such deposits
     with any single bank, $100,000 for three consecutive Business Days and (y)
     in the case of all

                                       43
<PAGE>
     such deposits, $2,500,000 for three consecutive Business Days;

PROVIDED, HOWEVER, that no Investment otherwise permitted by CLAUSE (B), (C),
(D), (E), (F) or (G) shall be permitted to be made if, immediately before or
after giving effect thereto, any Event of Default or Unmatured Event of Default
shall have occurred and be continuing.

     10.22 RESTRICTION OF AMENDMENTS TO ASSET PURCHASE AGREEMENT. Not amend or
otherwise modify, or waive any rights under, the Asset Purchase Agreement dated
as of December 2, 1996 by and among Sanifill, Inc., Campbell Wells, L.P.,
Campbell Wells NORM, L.P. and the Company, if such amendment, modification or
waiver is adverse to the interests of the Banks.

     SECTION 11  EFFECTIVENESS; CONDITIONS OF LENDING, ETC.

     The obligation of each Bank to make its Loans and of any Issuing Bank to
issue Letters of Credit is subject to the following conditions precedent:

     11.1 INITIAL CREDIT EXTENSIONS. The obligation of each Bank to make its
initial Loan and of any Issuing Bank to issue any Letter of Credit, whichever
first occurs, is, in addition to the conditions precedent specified in SECTION
11.2, subject to the conditions precedent (and the date on which all such
conditions precedent have been satisfied or waived in writing by the Banks is
called the "EFFECTIVE DATE") that the Agent shall have received (a) all amounts
which are then due and payable pursuant to SECTION 5 and (to the extent billed)
SECTION 14.6,(b) evidence, reasonably satisfactory to the Agent, that all Debt
to be Repaid has been (or concurrently with the making of the initial Loans will
be) paid in full and all Liens securing such Debt have been (or concurrently
with the making of the initial Loans will be) terminated, and (c) all of the
following, each duly executed and dated the Effective Date (or such earlier date
as shall be satisfactory to the Agent), in form and substance satisfactory to
the Agent, and each (except for the Notes, of which only the originals shall be
signed) in sufficient number of signed counterparts to provide one for each
Bank:

     11.1.1  NOTES.  The Notes.

     11.1.2 RESOLUTIONS. Certified copies of resolutions of the Board of
Directors of the Company authorizing or ratifying the execution, delivery and
performance by the Company of this Agreement, the Notes and the other Loan
Documents to which the Company is a party; and certified copies of resolutions
of the Board of Directors of each Subsidiary (if any) which is to execute and
deliver any document pursuant to SECTION 11.1.5,

                                       44
<PAGE>
11.1.6 or 11.1.7 authorizing or ratifying the execution, delivery and
performance by such Subsidiary of each Loan Document to which such Subsidiary is
a party.

     11.1.3 CONSENTS, ETC. Certified copies of all documents evidencing any
necessary corporate action, consents and governmental approvals (if any)
required for the execution, delivery and performance by the Company and each
Subsidiary of the documents referred to in this SECTION 11.

     11.1.4 INCUMBENCY AND SIGNATURE CERTIFICATES. A certificate of the
Secretary or an Assistant Secretary of the Company and each Subsidiary of the
Company as of the Effective Date certifying the names of the officer or officers
of such entity authorized to sign the Loan Documents to which such entity is a
party, together with a sample of the true signature of each such officer (it
being understood that the Agent and each Bank may conclusively rely on each such
certificate until formally advised by a like certificate of any changes
therein).

     11.1.5 GUARANTY. The Guaranty executed by each Subsidiary (if any) as of
the Effective Date.

     11.1.6 SECURITY AGREEMENT. The Security Agreement executed by the Company
and each Subsidiary (if any) as of the Effective Date, together with evidence,
satisfactory to the Agent, that all filings necessary to perfect the Agent's
Lien on any collateral granted under the Security Agreement have been duly made
and are in full force and effect.

     11.1.7 PLEDGE AGREEMENTS. The Company Pledge Agreement and, with respect to
any Subsidiary that as of the Effective Date has one or more Subsidiaries, a
Subsidiary Pledge Agreement, in each case together with all stock certificates,
stock powers and other items required to be delivered in connection therewith.

     11.1.8 OPINIONS OF COUNSEL FOR THE COMPANY AND THE GUARANTORS. The opinions
of (a) Nathan Wood Sommers & Lippmann, a Professional Corporation, counsel to
the Company and the Guarantors, and (b) Perret Doise, a Professional Law
Corporation, Louisiana counsel to the Company and the Guarantors.

     11.1.9 OTHER. Such other documents as the Agent or any Bank may reasonably
request.

     11.2 CONDITIONS. The obligation (a) of each Bank to make each Loan and (b)
of each Issuing Bank to issue each Letter of Credit is subject to the following
further conditions precedent that:

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<PAGE>
     11.2.1 COMPLIANCE WITH WARRANTIES, NO DEFAULT, ETC. Both before and after
giving effect to any borrowing and the issuance of any Letter of Credit (but, if
any Event of Default of the nature referred to in SECTION 12.1.2 shall have
occurred with respect to any other Debt, without giving effect to the
application, directly or indirectly, of the proceeds thereof) the following
statements shall be true and correct:

          (a) the representations and warranties of the Company and the
     Guarantors set forth in this Agreement (excluding SECTIONS 9.6 and 9.8) and
     the other Loan Documents shall be true and correct in all material respects
     with the same effect as if then made (except to the extent stated to relate
     to an earlier date, in which case such representations and warranties shall
     be true and correct in all material respects as of such earlier date);

          (b) except as disclosed by the Company to the Agent and the Banks
     pursuant to SECTION 9.6,

               (i) no litigation (including derivative actions), arbitration
          proceeding, labor controversy or governmental investigation or
          proceeding shall be pending or, to the knowledge of the Company,
          threatened against the Company or any of its Subsidiaries which might
          reasonably be expected to have a Material Adverse Effect or which
          purports to affect the legality, validity or enforceability of this
          Agreement, the Notes or any other Loan Document; and

               (ii) no development shall have occurred in any litigation
          (including derivative actions), arbitration proceeding, labor
          controversy or governmental investigation or proceeding disclosed
          pursuant to SECTION 9.6 which might reasonably be expected to have a
          Material Adverse Effect; and

          (c) no Event of Default or Unmatured Event of Default shall have then
     occurred and be continuing, and neither the Company nor any of its
     Subsidiaries shall be in violation of any law or governmental regulation or
     court order or decree where such violation or violations singly or in the
     aggregate might reasonably be expected to have a Material Adverse Effect.

     11.2.2 CONFIRMATORY CERTIFICATE. If requested by the Agent or any Bank, the
Agent shall have received (in sufficient counterparts to provide one to each
Bank) a certificate dated the date of such requested Loan or Letter of Credit
and signed by a duly authorized representative of the Company as to the matters
set out in SECTION 11.2.1 (it being understood that each request

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<PAGE>
by the Company for the making of a Loan or the issuance of a Letter of Credit
shall be deemed to constitute a warranty by the Company that the conditions
precedent set forth in SECTION 11.2.1 will be satisfied at the time of the
making of such Loan or the issuance of such Letter of Credit), together with
such other documents as the Agent or any Bank may reasonably request in support
thereof.

     SECTION 12  EVENTS OF DEFAULT AND THEIR EFFECT.

     12.1 EVENTS OF DEFAULT. Each of the following shall constitute an Event of
Default under this Agreement:

     12.1.1 NON-PAYMENT OF THE LOANS, ETC. Default in the payment when due of
the principal of any Loan; or default, and continuance thereof for five days, in
the payment when due of any interest, fee, reimbursement obligation with respect
to any Letter of Credit or other amount payable by the Company hereunder or
under any other Loan Document.

     12.1.2 NON-PAYMENT OF OTHER DEBT. Any default shall occur under the terms
applicable to any Debt of the Company or any Subsidiary in an aggregate amount
(for all such Debt so affected) exceeding $250,000 and such default shall (a)
consist of the failure to pay such Debt when due (subject to any applicable
grace period), whether by acceleration or otherwise, or (b) accelerate the
maturity of such Debt or permit the holder or holders thereof, or any trustee or
agent for such holder or holders, to cause such Debt to become due and payable
prior to its expressed maturity.

     12.1.3 OTHER MATERIAL OBLIGATIONS. Default in the payment when due, or in
the performance or observance of, any material obligation of, or condition
agreed to by, the Company or any Subsidiary with respect to any material
purchase or lease of goods or services where such default, singly or in the
aggregate with other such defaults might reasonably be expected to have a
Material Adverse Effect (except only to the extent that the existence of any
such default is being contested by the Company or such Subsidiary in good faith
and by appropriate proceedings and appropriate reserves have been made in
respect of such default).

     12.1.4 BANKRUPTCY, INSOLVENCY, ETC. The Company or any Subsidiary becomes
insolvent or generally fails to pay, or admits in writing its inability or
refusal to pay, debts as they become due; or the Company or any Subsidiary
applies for, consents to, or acquiesces in the appointment of a trustee,
receiver or other custodian for the Company or such Subsidiary or any property
thereof, or makes a general assignment for the benefit of creditors; or, in the
absence of such application, consent or

                                       47
<PAGE>
acquiescence, a trustee, receiver or other custodian is appointed for the
Company or any Subsidiary or for a substantial part of the property of any
thereof and is not discharged within 60 days; or any bankruptcy, reorganization,
debt arrangement, or other case or proceeding under any bankruptcy or insolvency
law, or any dissolution or liquidation proceeding (except the voluntary
dissolution, not under any bankruptcy or insolvency law, of a Subsidiary), is
commenced in respect of the Company or any Subsidiary, and if such case or
proceeding is not commenced by the Company or such Subsidiary, it is consented
to or acquiesced in by the Company or such Subsidiary, or remains for 60 days
undismissed; or the Company or any Subsidiary takes any corporate action to
authorize, or in furtherance of, any of the foregoing.

     12.1.5 NON-COMPLIANCE WITH PROVISIONS OF THIS AGREEMENT. (a) Failure by the
Company to comply with or to perform any covenant set forth in SECTIONS 10.5
through 10.13, 10.15 or 10.16; or (b) failure by the Company to comply with or
to perform any other provision of this Agreement (and not constituting an Event
of Default under any of the other provisions of this SECTION 12) and continuance
of such failure described in this CLAUSE (B) for 30 days (or, in the case of
SECTION 10.14, five Business Days) after notice thereof to the Company from the
Agent, any Bank or the holder of any Note.

     12.1.6 WARRANTIES. Any warranty made by the Company herein is breached or
is false or misleading in any material respect, or any schedule, certificate,
financial statement, report, notice or other writing furnished by the Company to
the Agent or any Bank in connection herewith is false or misleading in any
material respect on the date as of which the facts therein set forth are stated
or certified.

     12.1.7 PENSION PLANS. (i) Institution of any steps by the Company or any
other Person to terminate a Pension Plan if as a result of such termination the
Company could be required to make a contribution to such Pension Plan, or could
incur a liability or obligation to such Pension Plan, in excess of $250,000;
(ii) a contribution failure occurs with respect to any Pension Plan sufficient
to give rise to a Lien under section 302(f) of ERISA; or (iii) there shall occur
any withdrawal or partial withdrawal from a Multiemployer Pension Plan and the
withdrawal liability (without unaccrued interest) to Multiemployer Pension Plans
as a result of such withdrawal (including any outstanding withdrawal liability
that the Company and the Controlled Group have incurred on the date of such
withdrawal) exceeds $250,000.

     12.1.8 JUDGMENTS. Final judgments which exceed an aggregate of $250,000
shall be rendered against the Company, or any Subsidiary and shall not have been
paid, discharged or

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<PAGE>
vacated or had execution thereof stayed pending appeal within 30 days after
entry or filing of such judgments.

     12.1.9 INVALIDITY OF GUARANTY, ETC. The Guaranty shall cease to be in full
force and effect with respect to any Guarantor, any Guarantor shall fail
(subject to any applicable grace period) to comply with or to perform any
applicable provision of the Guaranty, or any Guarantor (or any Person by,
through or on behalf of such Guarantor) shall contest in any manner the
validity, binding nature or enforceability of the Guaranty with respect to such
Guarantor.

     12.1.10 INVALIDITY OF COLLATERAL DOCUMENTS, ETC. Any Collateral Document
shall cease to be in full force and effect with respect to the Company or any
Guarantor, the Company or any Guarantor shall fail (subject to any applicable
grace period) to comply with or to perform any applicable provision of any
Collateral Document to which such entity is a party, or the Company or any
Guarantor (or any Person by, through or on behalf of the Company or such
Guarantor) shall contest in any manner the validity, binding nature or
enforceability of any Collateral Document.

     12.1.11 CHANGE IN CONTROL. (a) Any Person or group of Persons (within the
meaning of Section 13 or 14 of the Securities Exchange Act of 1934, but
excluding the executive managers of the Company as of the Effective Date) shall
acquire beneficial ownership (within the meaning of Rule 13d-3 promulgated under
such Act) of 30% or more of the outstanding shares of common stock of the
Company; (b) during any 24-month period, individuals who at the beginning of
such period constituted the Company's Board of Directors (together with any new
directors whose election by the Company's Board of Directors or whose nomination
for election by the Company's shareholders was approved by a vote of at least
two-thirds of the directors who either were directors at beginning of such
period or whose election or nomination was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the Company; or (c)
a period of 60 consecutive days shall have elapsed during which any of the
individuals named in SCHEDULE 12.1.11 shall have ceased to hold executive
offices with the Company at least equal in seniority to such individual's
present offices, as set out in such SCHEDULE 12.1.11, EXCLUDING any such
individual who has been replaced by another individual or individuals reasonably
satisfactory to the Required Banks (it being understood that any such
replacement individual shall be deemed added to SCHEDULE 12.1.11 on the date of
approval thereof by the Required Banks).

     12.2 EFFECT OF EVENT OF DEFAULT. If any Event of Default described in
SECTION 12.1.4 shall occur, the Commitments (if they have not theretofore
terminated) shall immediately terminate and

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<PAGE>
the Notes and all other obligations hereunder shall become immediately due and
payable and the Company shall become immediately obligated to deliver to the
Agent cash collateral in an amount equal to the outstanding face amount of all
Letters of Credit, all without presentment, demand, protest or notice of any
kind; and, if any other Event of Default shall occur and be continuing, the
Agent (upon written request of the Required Banks) shall declare the Commitments
(if they have not theretofore terminated) to be terminated and/or declare all
Notes and all other obligations hereunder to be due and payable and/or demand
that the Company immediately deliver to the Agent cash collateral in amount
equal to the outstanding face amount of all Letters of Credit, whereupon the
Commitments (if they have not theretofore terminated) shall immediately
terminate and/or all Notes and all other obligations hereunder shall become
immediately due and payable and/or the Company shall immediately become
obligated to deliver to the Agent cash collateral in an amount equal to the face
amount of all Letters of Credit, all without presentment, demand, protest or
notice of any kind. The Agent shall promptly advise the Company of any such
declaration, but failure to do so shall not impair the effect of such
declaration. Notwithstanding the foregoing, the effect as an Event of Default of
any event described in SECTION 12.1.1 or SECTION 12.1.4 may be waived by the
written concurrence of all of the Banks, and the effect as an Event of Default
of any other event described in this SECTION 12 may be waived by the written
concurrence of the Required Banks. Any cash collateral delivered hereunder shall
be held by the Agent (without liability for interest thereon) and applied to
obligations arising in connection with any drawing under a Letter of Credit.
After the expiration or termination of all Letters of Credit, such cash
collateral shall be applied by the Agent to any remaining obligations hereunder
and any excess shall be delivered to the Company or as a court of competent
jurisdiction may elect.

     SECTION 13  THE AGENT.

     13.1 APPOINTMENT AND AUTHORIZATION. (a) Each Bank hereby irrevocably
(subject to SECTION 13.9) appoints, designates and authorizes the Agent to take
such action on its behalf under the provisions of this Agreement and each other
Loan Document and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, the Agent shall not have any duties or
responsibilities except those expressly set forth herein, nor shall the Agent
have or be deemed to have any fiduciary relationship with any Bank, and no
implied covenants, functions, responsibilities, duties, obligations or

                                       50
<PAGE>
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Agent.

     (b) Each Issuing Bank shall act on behalf of the Banks with respect to any
Letters of Credit issued by it and the documents associated therewith. Each
Issuing Bank shall have all of the benefits and immunities (i) provided to the
Agent in this SECTION 13 with respect to any acts taken or omissions suffered by
such Issuing Bank in connection with Letters of Credit issued by it or proposed
to be issued by it and the applications and agreements for letters of credit
pertaining to such Letters of Credit as fully as if the term "Agent", as used in
this SECTION 13, included such Issuing Bank with respect to such acts or
omissions and (ii) as additionally provided in this Agreement with respect to
the Issuing Banks.

     13.2 DELEGATION OF DUTIES. The Agent may execute any of its duties under
this Agreement or any other Loan Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.

     13.3 LIABILITY OF AGENT. None of the Agent-Related Persons shall (i) be
liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct),
or (ii) be responsible in any manner to any of the Banks for any recital,
statement, representation or warranty made by the Company or any Subsidiary or
Affiliate of the Company, or any officer thereof, contained in this Agreement or
in any other Loan Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Agent under or in
connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of the Company or any other party to
any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Bank to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of the Company or any of the Company's
Subsidiaries or Affiliates.

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<PAGE>
     13.4 RELIANCE BY AGENT. The Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to the
Company), independent accountants and other experts selected by the Agent. The
Agent shall be fully justified in failing or refusing to take any action under
this Agreement or any other Loan Document unless it shall first receive such
advice or concurrence of the Required Banks as it deems appropriate and, if it
so requests, confirmation from the Banks of their obligation to indemnify the
Agent against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. The Agent shall in all
cases be fully protected in acting, or in refraining from acting, under this
Agreement or any other Loan Document in accordance with a request or consent of
the Required Banks and such request and any action taken or failure to act
pursuant thereto shall be binding upon all of the Banks.

     13.5 NOTICE OF DEFAULT. The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Event of Default or Unmatured Event of Default
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Agent for the account of the Banks, unless the Agent
shall have received written notice from a Bank or the Company referring to this
Agreement, describing such Event of Default or Unmatured Event of Default and
stating that such notice is a "notice of default". The Agent will notify the
Banks of its receipt of any such notice. The Agent shall take such action with
respect to such Event of Default or Unmatured Event of Default as may be
requested by the Required Banks in accordance with SECTION 12; PROVIDED,
HOWEVER, that unless and until the Agent has received any such request, the
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Event of Default or Unmatured Event of
Default as it shall deem advisable or in the best interest of the Banks.

     13.6 CREDIT DECISION. Each Bank acknowledges that none of the Agent-Related
Persons has made any representation or warranty to it, and that no act by the
Agent hereafter taken, including any review of the affairs of the Company and
its Subsidiaries, shall be deemed to constitute any representation or warranty
by any Agent-Related Person to any Bank. Each Bank represents to the Agent that
it has, independently and without reliance upon any Agent-Related Person and
based on such documents and information as it has deemed appropriate, made its
own appraisal

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

     13.7 INDEMNIFICATION. Whether or not the transactions contemplated hereby
are consummated, the Banks shall indemnify upon demand the Agent-Related Persons
(to the extent not reimbursed by or on behalf of the Company and without
limiting the obligation of the Company to do so), pro rata, from and against any
and all Indemnified Liabilities; PROVIDED, HOWEVER, that no Bank shall be liable
for any payment to the Agent-Related Person of any portion of the Indemnified
Liabilities resulting solely from such Person's gross negligence or willful
misconduct. Without limitation of the foregoing, each Bank shall reimburse the
Agent upon demand for its ratable share of any costs or out-of-pocket expenses
(including reasonable fees of attorneys for the Agent (including the allocable
costs of internal legal services and all disbursements of internal counsel))
incurred by the Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that the Agent
is not reimbursed for such expenses by or on behalf of the Company. The
undertaking in this Section shall survive repayment of the Loans, cancellation
of the Notes, any foreclosure under, or any modification, release or discharge
of, any or all of the Collateral Documents, any termination of this Agreement
and the resignation or replacement of the Agent.

     For the purposes of this SECTION 13.7, "INDEMNIFIED LIABILITIES" shall
mean: any and all liabilities, obligations,

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<PAGE>
losses, damages, penalties, actions, judgments, suits, costs, charges, expenses
and disbursements (including reasonable fees of attorneys for the Agent
(including the allocable costs of internal legal services and all disbursements
of internal counsel)) of any kind or nature whatsoever which may at any time
(including at any time following repayment of the Loan and the termination,
resignation or replacement of the Agent or the replacement of any Bank) be
imposed on, incurred by or asserted against any Agent-Related Person in any way
relating to or arising out of this Agreement or any document contemplated by or
referred to herein, or the transactions contemplated hereby, or any action taken
or omitted by any such Person under or in connection with any of the foregoing,
including with respect to any investigation, litigation or proceeding (including
(a) any case, action or proceeding before any court or other governmental
authority relating to bankruptcy, reorganization, insolvency, liquidation,
receivership, dissolution, winding-up or relief of debtors, or (b) any general
assignment for the benefit of creditors, composition, marshalling of assets for
creditors, or other, similar arrangement in respect of its creditors generally
or any substantial portion of its creditors; undertaken under U.S. Federal,
state or foreign law, including the Bankruptcy Code, and including any appellate
proceeding) related to or arising out of this Agreement or the Commitments or
the use of the proceeds thereof, whether or not any Agent-Related Person, any
Bank or any of their respective officers, directors, employees, counsel, agents
or attorneys-in-fact is a party thereto.

     13.8 AGENT IN INDIVIDUAL CAPACITY. BofA and its Affiliates may make loans
to, issue letters of credit for the account of, accept deposits from, acquire
equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with the Company and its
Subsidiaries and Affiliates as though BofA were not the Agent hereunder and
without notice to or consent of the Banks. The Banks acknowledge that, pursuant
to such activities, BofA or its Affiliates may receive information regarding the
Company or its Affiliates (including information that may be subject to
confidentiality obligations in favor of the Company or such Subsidiary) and
acknowledge that the Agent shall be under no obligation to provide such
information to them. With respect to their Loans, BofA and its Affiliates shall
have the same rights and powers under this Agreement as any other Bank and may
exercise the same as though BofA were not the Agent, and the terms "Bank" and
"Banks" include BofA and its Affiliates, to the extent applicable, in their
individual capacities.

     13.9 SUCCESSOR AGENT; ASSIGNMENT OF AGENCY. The Agent may, and at the
request of the Required Banks shall, resign as Agent upon 30 days' notice to the
Banks. If the Agent resigns under

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<PAGE>
this Agreement, the Required Banks shall, with (so long as no Event of Default
exists) the consent of the Company (which shall not be unreasonably withheld or
delayed), appoint from among the Banks a successor agent for the Banks. If no
successor agent is appointed prior to the effective date of the resignation of
the Agent, the Agent may appoint, after consulting with the Banks and the
Company, a successor agent from among the Banks. Upon the acceptance of its
appointment as successor agent hereunder, such successor agent shall succeed to
all the rights, powers and duties of the retiring Agent and the term "Agent"
shall mean such successor agent, and the retiring Agent's appointment, powers
and duties as Agent shall be terminated. After any retiring Agent's resignation
hereunder as Agent, the provisions of this SECTION 13 and SECTIONS 14.6 and
14.13 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Agent under this Agreement. If no successor agent has
accepted appointment as Agent by the date which is 30 days following a retiring
Agent's notice of resignation, the retiring Agent's resignation shall
nevertheless thereupon become effective and the Banks shall perform all of the
duties of the Agent hereunder until such time, if any, as the Required Banks
appoint a successor agent as provided for above. Notwithstanding the foregoing,
however, BofA may not be removed as the Agent at the request of the Required
Banks unless BofA shall also simultaneously be replaced as an "Issuing Bank"
hereunder pursuant to documentation in form and substance reasonably
satisfactory to BofA.

     13.10  WITHHOLDING TAX.

          (a) If any Bank is a "foreign corporation, partnership or trust"
     within the meaning of the Code and such Bank claims exemption from, or a
     reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code,
     such Bank agrees to deliver to the Agent:

               (i) if such Bank claims an exemption from, or a reduction of,
          withholding tax under a United States tax treaty, properly completed
          Internal Revenue Service ("IRS") Forms 1001 and W-8 before the payment
          of any interest in the first calendar year and before the payment of
          any interest in each third succeeding calendar year during which
          interest may be paid under this Agreement;

               (ii) if such Bank claims that interest paid under this Agreement
          is exempt from United States withholding tax because it is effectively
          connected with a United States trade or business of such Bank, two
          properly completed and executed copies of IRS Form 4224 before the
          payment of any interest is due in the first taxable year of such

                                       55
<PAGE>
          Bank and in each succeeding taxable year of such Bank during which
          interest may be paid under this Agreement, and IRS Form W-9; and

               (iii) such other form or forms as may be required under the Code
          or other laws of the United States as a condition to exemption from,
          or reduction of, United States withholding tax.

          Such Bank agrees to promptly notify the Agent of any change in
          circumstances which would modify or render invalid any claimed
          exemption or reduction.

          (b) If any Bank claims exemption from, or reduction of, withholding
     tax under a United States tax treaty by providing IRS Form 1001 and such
     Bank sells, assigns, grants a participation in, or otherwise transfers all
     or part of the obligations of the Company to such Bank, such Bank agrees to
     notify the Agent of the percentage amount in which it is no longer the
     beneficial owner of such obligations of the Company hereunder. To the
     extent of such percentage amount, the Agent will treat such Bank's IRS Form
     1001 as no longer valid.

          (c) If any Bank claiming exemption from United States withholding tax
     by filing IRS Form 4224 with the Agent sells, assigns, grants a
     participation in, or otherwise transfers all or part of the obligations of
     the Company to such Bank hereunder, such Bank agrees to undertake sole
     responsibility for complying with the withholding tax requirements imposed
     by Sections 1441 and 1442 of the Code.

          (d) If any Bank is entitled to a reduction in the applicable
     withholding tax, the Agent may withhold from any interest payment to such
     Bank an amount equivalent to the applicable withholding tax after taking
     into account such reduction. If the forms or other documentation required
     by SUBSECTION (A) of this Section are not delivered to the Agent, then the
     Agent may withhold from any interest payment to such Bank not providing
     such forms or other documentation an amount equivalent to the applicable
     withholding tax.

          (e) If the IRS or any other governmental authority of the United
     States or any other jurisdiction asserts a claim that the Agent did not
     properly withhold tax from amounts paid to or for the account of any Bank
     (because the appropriate form was not delivered or was not properly
     executed, or because such Bank failed to notify the Agent of a change in

                                       56
<PAGE>
     circumstances which rendered the exemption from, or reduction of,
     withholding tax ineffective, or for any other reason) such Bank shall
     indemnify the Agent fully for all amounts paid, directly or indirectly, by
     the Agent as tax or otherwise, including penalties and interest, and
     including any taxes imposed by any jurisdiction on the amounts payable to
     the Agent under this Section, together with all costs and expenses
     (including reasonable fees of attorneys for the Agent (including the
     allocable costs of internal legal services and all disbursements of
     internal counsel)). The obligation of the Banks under this subsection shall
     survive the repayment of the Loans, cancellation of the Notes, any
     termination of this Agreement and the resignation or replacement of the
     Agent.

     13.11 COLLATERAL MATTERS. The Banks irrevocably authorize the Agent, at its
option and in its discretion, to release any Lien granted to or held by the
Agent under any Collateral Document (i) upon termination of the Commitments and
payment in full of all Loans and all other obligations of the Company hereunder
and the expiration or termination of all Letters of Credit; (ii) constituting
property sold or to be sold or disposed of as part of or in connection with any
disposition permitted hereunder; or (iii) subject to SECTION 14.1, if approved,
authorized or ratified in writing by the Required Banks. Upon request by the
Agent at any time, the Banks will confirm in writing the Agent's authority to
release particular types or items of collateral pursuant to this SECTION 13.11.

     SECTION 14  GENERAL.

     14.1 WAIVER; AMENDMENTS. No delay on the part of the Agent, any Bank or any
other holder of a Note in the exercise of any right, power or remedy shall
operate as a waiver thereof, nor shall any single or partial exercise by any of
them of any right, power or remedy preclude other or further exercise thereof,
or the exercise of any other right, power or remedy. No amendment, modification
or waiver of, or consent with respect to, any provision of this Agreement or the
Notes shall in any event be effective unless the same shall be in writing and
signed and delivered by Banks having an aggregate Percentage of not less than
the aggregate Percentage expressly designated herein with respect thereto or, in
the absence of such designation as to any provision of this Agreement or the
Notes, by the Required Banks, and then any such amendment, modification, waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given. No amendment, modification, waiver or consent shall
change the Percentage of any Bank without the consent of such Bank. No
amendment, modification, waiver or consent shall (i) extend or increase the
amount of the Commitments, (ii) extend the date for payment of any principal of

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<PAGE>
or interest on the Loans or any fees payable hereunder, (iii) reduce the
principal amount of any Loan, the rate of interest thereon or any fees payable
hereunder, (iv) release the Guaranty (other than with respect to a Guarantor
which ceases to be a Subsidiary as a result of a transaction permitted
hereunder) or all or substantially all of the collateral granted under the
Collateral Document or (v) reduce the aggregate Percentage required to effect an
amendment, modification, waiver or consent without, in each case, the consent of
all Banks. No provisions of SECTION 13 or other provision of this Agreement
affecting the Agent in its capacity as such shall be amended, modified or waived
without the consent of the Agent. No provision of this Agreement relating to the
rights or duties of an Issuing Bank in its capacity as such shall be amended,
modified or waived without the consent of such Issuing Bank.

     14.2 CONFIRMATIONS. The Company and each holder of a Note agree from time
to time, upon written request received by it from the other, to confirm to the
other in writing (with a copy of each such confirmation to the Agent) the
aggregate unpaid principal amount of the Loans then outstanding under such Note.

     14.3 NOTICES. Except as otherwise provided in SECTION 2.2, all notices
hereunder shall be in writing (including facsimile transmission) and shall be
sent to the applicable party at its address shown on SCHEDULE 14.3 or at such
other address as such party may, by written notice received by the other
parties, have designated as its address for such purpose. Notices sent by
facsimile transmission shall be deemed to have been given when sent; notices
sent by mail shall be deemed to have been given three Business Days after the
date when sent by registered or certified mail, postage prepaid; and notices
sent by hand delivery or overnight courier service shall be deemed to have been
given when received. For purposes of SECTION 2.2, the Agent shall be entitled to
rely on telephonic instructions from any person that the Agent in good faith
believes is an authorized officer or employee of the Company, and the Company
shall hold the Agent and each Bank harmless from any loss, cost or expense
resulting from any such reliance.

     14.4 COMPUTATIONS. Where the character or amount of any asset or liability
or item of income or expense is required to be determined, or any consolidation
or other accounting computation is required to be made, for the purpose of this
Agreement, such determination or calculation shall, to the extent applicable and
except as otherwise specified in this Agreement, be made in accordance with
GAAP, consistently applied; PROVIDED that if the Company notifies the Agent that
the Company wishes to amend any covenant in SECTION 10 to eliminate or to take
into account the effect of any change in GAAP on the operation of such covenant
(or if the Agent notifies the Company that the Required Banks wish to amend
SECTION 10 for such purpose), then the Company's

                                       58
<PAGE>
compliance with such covenant shall be determined on the basis of GAAP in effect
immediately before the relevant change in GAAP became effective, until either
such notice is withdrawn or such covenant is amended in a manner satisfactory to
the Company and the Required Banks.

     14.5 REGULATION U. Each Bank represents that it in good faith is not
relying, either directly or indirectly, upon any Margin Stock as collateral
security for the extension or maintenance by it of any credit provided for in
this Agreement.

     14.6 COSTS, EXPENSES AND TAXES. The Company agrees to pay on demand all
reasonable out-of-pocket costs and expenses of the Agent (including the
reasonable fees and charges of counsel for the Agent and of local counsel, if
any, who may be retained by said counsel) in connection with the preparation,
execution, delivery and administration of this Agreement, the other Loan
Documents and all other documents provided for herein or delivered or to be
delivered hereunder or in connection herewith (including any amendments,
supplements or waivers to any Loan Documents), and all reasonable out-of-pocket
costs and expenses (including reasonable attorneys' fees, court costs and other
legal expenses and allocated costs of staff counsel) incurred by the Agent and
each Bank after an Event of Default in connection with the enforcement of this
Agreement, the other Loan Documents or any such other documents. Each Bank
agrees to reimburse the Agent for such Bank's pro rata share (based on its
respective Percentage) of any such costs and expenses of the Agent not paid by
the Company. In addition, the Company agrees to pay, and to save the Agent and
the Banks harmless from all liability for, (a) any stamp or other taxes
(excluding income taxes and franchise taxes based on net income) which may be
payable in connection with the execution and delivery of this Agreement, the
borrowings hereunder, the issuance of the Notes or the execution and delivery of
any other Loan Document or any other document provided for herein or delivered
or to be delivered hereunder or in connection herewith and (b) any fees of the
Company's auditors in connection with any reasonable exercise by the Agent and
the Banks of their rights pursuant to SECTION 10.2. All obligations provided for
in this SECTION 14.6 shall survive repayment of the Loans, cancellation of the
Notes and any termination of this Agreement.

     14.7 SUBSIDIARY REFERENCES. The provisions of this Agreement relating to
Subsidiaries shall apply only during such times as the Company has one or more
Subsidiaries.

     14.8 CAPTIONS. Section captions used in this Agreement are for convenience
only and shall not affect the construction of this Agreement.

                                       59
<PAGE>
     14.9  ASSIGNMENTS; PARTICIPATIONS.

     14.9.1 ASSIGNMENTS. Any Bank may, with the prior written consents of the
Company and the Agent (which consents shall not be unreasonably delayed or
withheld), at any time assign and delegate to one or more commercial banks or
other Persons (any Person to whom such an assignment and delegation is to be
made being herein called an "ASSIGNEE"), all or any fraction of such Bank's
Loans and Commitments (which assignment and delegation shall be of a constant,
and not a varying, percentage of all the assigning Bank's Loans and Commitments)
in a minimum aggregate amount equal to the lesser of (i) the assigning Bank's
remaining aggregate Commitments and (ii) $5,000,000; PROVIDED, HOWEVER, that (a)
no assignment and delegation may be made to any Person if, at the time of such
assignment and delegation, the Company would be obligated to pay any greater
amount under SECTION 7.6 or SECTION 8 to the Assignee than the Company is then
obligated to pay to the assigning Bank under such Sections (and if any
assignment is made in violation of the foregoing, the Company will not be
required to pay the incremental amounts) and (b) the Company and the Agent shall
be entitled to continue to deal solely and directly with such Bank in connection
with the interests so assigned and delegated to an Assignee until the date when
all of the following conditions shall have been met:

          (x) five Business Days (or such lesser period of time as the Agent and
     the assigning Bank shall agree) shall have passed after written notice of
     such assignment and delegation, together with payment instructions,
     addresses and related information with respect to such Assignee, shall have
     been given to the Company and the Agent by such assigning Bank and the
     Assignee,

          (y) the assigning Bank and the Assignee shall have executed and
     delivered to the Company and the Agent an assignment agreement
     substantially in the form of EXHIBIT G (an "ASSIGNMENT AGREEMENT"),
     together with any documents required to be delivered thereunder, which
     Assignment Agreement shall have been accepted by the Agent, and

          (z) the assigning Bank or the Assignee shall have paid the Agent a
     processing fee of $3,500.

From and after the date on which the conditions described above have been met,
(x) such Assignee shall be deemed automatically to have become a party hereto
and, to the extent that rights and obligations hereunder have been assigned and
delegated to such Assignee pursuant to such Assignment Agreement, shall have the
rights and obligations of a Bank hereunder, and (y) the assigning Bank, to the
extent that rights and obligations hereunder have been assigned and delegated by
it pursuant to such Assignment Agreement, shall be released from its obligations
hereunder.

                                       60
<PAGE>
Within five Business Days after effectiveness of any assignment and
delegation, the Company shall execute and deliver to the Agent (for delivery to
the Assignee and the Assignor, as applicable) a new Note in the principal amount
of the Assignee's Loan Commitment and, if the assigning Bank has retained a Loan
Commitment hereunder, a replacement Note in the principal amount of the Loan
Commitment retained by the assigning Bank (such Note to be in exchange for, but
not in payment of, the predecessor Note held by such assigning Bank). Each such
Note shall be dated the effective date of such assignment. The assigning Bank
shall mark the predecessor Note "exchanged" and deliver it to the Company.
Accrued interest on that part of the predecessor Note being assigned shall be
paid as provided in the Assignment Agreement. Accrued interest and fees on that
part of the predecessor Note not being assigned shall be paid to the assigning
Bank. Accrued interest and accrued fees shall be paid at the same time or times
provided in the predecessor Note and in this Agreement. Any attempted assignment
and delegation not made in accordance with this SECTION 14.9.1 shall be null and
void.

     Notwithstanding the foregoing provisions of this SECTION 14.9.1 or any
other provision of this Agreement, any Bank may at any time assign all or any
portion of its Loans and its Note to a Federal Reserve Bank (but no such
assignment shall release any Bank from any of its obligations hereunder).

     14.9.2 PARTICIPATIONS. Any Bank may at any time sell to one or more
commercial banks or other Persons participating interests in any Loan owing to
such Bank, the Note held by such Bank, the Commitments of such Bank, the direct
or participation interest of such Bank in any Letter of Credit or any other
interest of such Bank hereunder (any Person purchasing any such participating
interest being herein called a "PARTICIPANT"); PROVIDED that any Bank selling
any such participating interest shall give notice thereof to the Company. In the
event of a sale by a Bank of a participating interest to a Participant, (x) such
Bank shall remain the holder of its Note for all purposes of this Agreement, (y)
the Company and the Agent shall continue to deal solely and directly with such
Bank in connection with such Bank's rights and obligations hereunder and (z) all
amounts payable by the Company shall be determined as if such Bank had not sold
such participation and shall be paid directly to such Bank. No Participant shall
have any direct or indirect voting rights hereunder except with respect to any
of the events (excluding the events described in CLAUSE (V) thereof) described
in the penultimate sentence of SECTION 14.1. Each Bank agrees to incorporate the
requirements of the preceding sentence into each participation agreement which
such Bank enters into with any Participant. The Company agrees that if amounts
outstanding under this Agreement and the Notes are due and payable (as a result
of acceleration or otherwise), each Participant shall be deemed to have the
right of setoff in respect of its

                                       61
<PAGE>
participating interest in amounts owing under this Agreement, any Note and with
respect to any Letter of Credit to the same extent as if the amount of its
participating interest were owing directly to it as a Bank under this Agreement
or such Note; PROVIDED that such right of setoff shall be subject to the
obligation of each Participant to share with the Banks, and the Banks agree to
share with each Participant, as provided in SECTION 7.5. The Company also agrees
that each Participant shall be entitled to the benefits of SECTION 7.6 and
SECTION 8 as if it were a Bank (provided that no Participant shall receive any
greater compensation pursuant to SECTION 7.6 or SECTION 8 than would have been
paid to the participating Bank if no participation had been sold).

     14.10 GOVERNING LAW. This Agreement and each Note shall be a contract made
under and governed by the internal laws of the State of Illinois. Whenever
possible each provision of this Agreement shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement. All obligations of the Company and rights of the Agent, the Banks and
any other holder of a Note expressed herein or in any other Loan Document shall
be in addition to and not in limitation of those provided by applicable law.

     14.11 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts and
each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Agreement. When
counterparts executed by all of the parties hereto shall have been lodged with
the Agent (or, in the case of any Bank as to which an executed counterpart shall
not have been so lodged, the Agent shall have received confirmation from such
Bank of execution of a counterpart hereof by such Bank), this Agreement shall
become effective as of the date hereof, and at such time the Agent shall notify
the Company and each Bank.

     14.12 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Company, the Banks and the Agent and their respective successors and assigns,
and shall inure to the benefit of the Company, the Banks and the Agent and the
successors and assigns of the Banks and the Agent.

     14.13  INDEMNIFICATION BY THE COMPANY.

     (a) In consideration of the execution and delivery of this Agreement by the
Agent and the Banks and the agreement to extend the Commitments provided
hereunder, the Company hereby agrees to

                                       62
<PAGE>
indemnify, exonerate and hold the Agent, each Bank and each of the officers,
directors, employees, Affiliates and agents of the Agent and each Bank (each a
"BANK PARTY") free and harmless from and against any and all actions, causes of
action, suits, losses, liabilities, damages and expenses, including reasonable
attorneys' fees and charges and allocated costs of staff counsel (collectively,
for purposes of this SECTION 14.13, called the "INDEMNIFIED LIABILITIES"),
incurred by the Bank Parties or any of them as a result of, or arising out of,
or relating to (i) any tender offer, merger, purchase of stock, purchase of
assets or other similar transaction financed or proposed to be financed in whole
or in part, directly or indirectly, with the proceeds of any of the Loans, (ii)
the use, handling, release, emission, discharge, transportation, storage,
treatment or disposal of any hazardous substance at any property owned or leased
by the Company or any Subsidiary, (iii) any violation of any Environmental Laws
with respect to conditions at any property owned or leased by the Company or any
Subsidiary or the operations conducted thereon, (iv) the investigation, cleanup
or remediation of offsite locations at which the Company or any Subsidiary or
their respective predecessors are alleged to have directly or indirectly
disposed of hazardous substances or (v) the execution, delivery, performance or
enforcement of this Agreement or any other Loan Document by any of the Bank
Parties, except for any such Indemnified Liabilities arising on account of any
such Bank Party's gross negligence or willful misconduct. If and to the extent
that the foregoing undertaking may be unenforceable for any reason, the Company
hereby agrees to make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable
law. Nothing set forth above shall be construed to relieve any Bank Party from
any obligation it may have under this Agreement.

     (b) All obligations provided for in this SECTION 14.13 shall survive
repayment of the Loans, cancellation of the Notes, any foreclosure under, or any
modification, release or discharge of any or all of the Collateral Documents and
any termination of this Agreement.

     14.14 FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS
OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE AGENT'S OPTION,
IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO

                                       63
<PAGE>
THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE
WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE COMPANY HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE
COMPANY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT
OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR
TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF
OR ITS PROPERTY, THE COMPANY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT
OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

     14.15 WAIVER OF JURY TRIAL. EACH OF THE COMPANY, THE AGENT AND EACH BANK
HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN
DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH
MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING
FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING,
AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY.

Delivered at Chicago, Illinois, as of the day and year first above written.

                              U S LIQUIDS INC.


                              By
                                Title_________________________________


                              BANK OF AMERICA NATIONAL TRUST AND
                              SAVINGS ASSOCIATION, as Agent


                              By
                                      Title

                                       64
<PAGE>
                              BANK OF AMERICA NATIONAL TRUST AND
                              SAVING ASSOCIATION, as Issuing Bank and
                               as a Bank


                              By
                                      Title

                              BANKBOSTON, N.A.


                              By
                                      Title



                              WELLS FARGO BANK, N.A.

                              By
                                      Title

                                       65
<PAGE>
                                 SCHEDULE 1.1

                                PRICING SCHEDULE

     The Floating Rate Margin, the Eurodollar Margin, the rate per annum
applicable for non-use fees and the rate per annum applicable for letter of
credit fees for Financial Letters of Credit and Non-Financial Letters of Credit,
respectively, shall be determined in accordance with the table below and the
other provisions of this SCHEDULE 1.1.


                     Level I   Level II     Level     Level  Level V
                                              III        IV

Rate for
Non-Use Fee           0.500%     0.375%    0.375%    0.375%   0.250%

Eurodollar Margin     2.000%     1.750%    1.500%    1.250%   1.000%

Floating Rate
Margin                0.250%     0.250%         0         0        0

Rate for
Non-Financial LC      1.000%     0.875%    0.750%    0.625%   0.500%
Fee

Rate for
Financial LC Fee      2.000%     1.750%    1.500%    1.250%   1.000%



     LEVEL I applies when the Funded Debt to EBITDA Ratio is equal to or greater
than 3.25 to 1.0.

     LEVEL II applies when the Funded Debt to EBITDA Ratio is equal to or
greater than 2.75 to 1.0 but less than 3.25 to 1.0.

     LEVEL III applies when the Funded Debt to EBITDA Ratio is equal to or
greater than 2.25 to 1.0 but less than 2.75 to 1.0.

     LEVEL IV applies when the Funded Debt to EBITDA Ratio is equal to or
greater than 1.75 to 1.0 but less than 2.25 to 1.0.

     LEVEL V applies when the Funded Debt to EBITDA Ratio is less than 1.75 to
1.0.

     Initially, the applicable Level shall be Level IV. The applicable Level
shall be adjusted, to the extent applicable, 45 days (or, in the case of the
last Fiscal Quarter of any Fiscal Year, 90 days) after the end of each Fiscal
Quarter based on the Funded Debt to EBITDA Ratio as of the last day of such
Fiscal

                                        1
<PAGE>
Quarter; PROVIDED that if the Company fails to deliver the financial statements
required by SECTION 10.1.1 or 10.1.2, as applicable, and the related certificate
required by SECTION 10.1.3 by the 45th day (or, if applicable, the 90th day)
after any Fiscal Quarter, Level I shall apply until such financial statements
are delivered.

                                        2
<PAGE>
                                  SCHEDULE 2.1

                              BANKS AND PERCENTAGES


                                      PORTION OF
BANK                               COMMITMENT AMOUNT  PERCENTAGE

Bank of America National
 Trust and Savings Association      $25,000,000            50%

BankBoston, N.A.                     12,500,000            25%

Wells Fargo Bank, N.A.               12,500,000            25%

TOTALS                              $50,000,000            100%

                                        1
<PAGE>
                                 SCHEDULE 9.6(a)

              LITIGATION AND CONTINGENT LIABILITIES


U S LIQUIDS INC.


1)    $650,000 environmental contingency for remediation  project
at the Mermentau Land Treatment Facility

2)    $350,000 environmental contingency for remediation  project
at the Bateman Island Land Treatment Facility.

3) U S Liquids Inc. has been added to a lawsuit involving acts that took place
before U S Liquids Inc. came into existence. A Summary Judgment hearing is
scheduled for February, 1997 by U S Liquids and other parties involved.
Arguments at the hearing will be the same as those used for 3rd parties involved
in the lawsuit for which Summary Judgment has already been granted.

4) U S Liquids Inc. is obligated to consent to settlement of certain litigation
existing December 2, 1996 by Sellers under the Asset Purchase Agreement dated
December 2, 1996 by and among Sanifill, Inc., Campbell Wells, L.P. and Campbell
Wells Norm, L.P. and U S Liquids Inc. even if such settlement results in (i)
capital expenditures or increased operating expenses of up to approximately
$500,000 of U S Liquids Inc. or (ii) a decrease in net income of up to
approximately $500,000 of U S Liquids Inc.

MESA PROCESSING, INC.

1)    Mesa Processing, Inc. was involved in litigation for  which
Summary Judgment was granted in favor of Mesa Processing, Inc. in
1997.  Plaintiff Michael Womack has appealed.

2) Earn out for maximum of $1,380,000 payable (if due) on February 15, 1999 to
Waste Technologies, Inc.

RE-CLAIM ENVIRONMENTAL LOUISIANA, L.L.C.

Earn  out for the years of 1999 - 2002 in favor of John  E.  Tuma
and Reyncor Industrial Alcohol, Inc., a Louisiana corporation.
<PAGE>
                        SCHEDULE 9.6(b)

                      CONTINGENT PAYMENTS


                                     -NONE-
<PAGE>
                                  SCHEDULE 9.8

                                  SUBSIDIARIES


1. MBO Inc., a Delaware corporation
2. US Liquids LP Holding Co., a Delaware corporation
3. US Liquids of La., L.P., a Delaware limited partnership
4. American Wastewater Inc., a Texas corporation
5. Mesa Processing, Inc., a Texas corporation
6. T & T Grease Service, Inc., a Texas corporation, d/b/a Imperial Services
7. Phoenix Fats & Oils, Inc., a Texas corporation
8. Mesa International, Inc., a Barbados corporation
9. South Texas By-Products Company, a Texas corporation
10. National Enviro Waste Company, Inc., a Texas corporation*
11. Imperial Services, Inc., a Texas corporation*
12. Re-Claim Environmental, Inc., a Texas corporation
13. Re-Claim Environmental Louisiana, L.L.C., a Louisiana LLC

                             * No Outstanding stock
<PAGE>
                         SCHEDULE 9.15

                     ENVIRONMENTAL MATTERS

                                     -NONE-
<PAGE>
                                  SCHEDULE 10.7

                                  EXISTING DEBT


TYPE                  PAYEE                     BALANCE AS OF 11/30/97

MESA PROCESSING, INC.

Note Payable   Tommy Yount                        $93,167
               6048 Walnut
               Fort Worth, Texas  76114


Note Payable   Jack C. Wolcott                    $508,333
               P.O. Box 335
               Port Isabel, Texas 76106
<PAGE>
                                  SCHEDULE 10.8

                                 EXISTING LIENS

MESA PROCESSING INC.

1) Lien on the equipment located at 11115 Goodnight Lane, Dallas TX 75229,
consisting of (a) type 5 permit, (b) 60 x 120 building with 2000 sq. ft. office,
(c) 15000 CFM air blower, (d) 25000 CFM air scrubber, (e) twenty (20) 10,000 gal
storage tanks and (f) four (4) 3" transfer pumps, pursuant to that certain
General Promissory Note dated August 1, 1991, executed by Mesa Processing Inc.
and made payable to Tommy Yount.

2) That certain Paving Assessment dated April 19, 1996 and issued by the City of
Fort Worth against that certain property owned by Mesa Processing Inc. and
located at Block 19, Lot A1, Fostepco Heights Addition, Grove Street.

3) Lien on those certain two tracts of land, consisting of 184 acres in Los
Fresnos, Texas described more specifically in and pursuant to that certain Deed
of Trust dated September 10, 1996, executed by Mesa Processing, Inc. in favor of
Steven S. Brown, Trustee.
<PAGE>
                                SCHEDULE 12.1.11

                                 KEY EXECUTIVES


NAME                                 CURRENT OFFICE(S)

Michael P. Lawlor                    Chairman of the Board

W. Gregory Orr                       President

Earl J. Blackwell                    Senior Vice President - Finance
<PAGE>
                         SCHEDULE 14.3

                     ADDRESSES FOR NOTICES


U S LIQUIDS INC.

411 North Sam Houston Parkway E
Suite 400
Houston, Texas 77060
Attention: Earl J. Blackwell
Telephone:  (281) 272-4507
Facsimile:  (281) 272-4545


BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, AS AGENT

Agency Management Services
231 South LaSalle Street
Chicago, Illinois 60697
Attention:  Jay McKeown
Telephone:  (312) 828-7299
Facsimile:  (312) 974-9102


BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, AS A BANK

231 South LaSalle Street
Chicago, Illinois 60697
Attention:  Robert Rospierski
Telephone:  (312) 828-8363
Facsimile:  (312) 828-1974

BANKBOSTON, N.A.

100 Federal Street
Boston, Massachusetts 02110
Attention: Arthur J. Oberheim
Telephone: (617) 434-1956
Facsimile: (617) 434-2160

WELLS FARGO BANK, N.A.

1000 Louisiana
Houston, Texas 77002
Attention: Mitchell S. Schulman
Telephone: (713) 250-1968
Facsimile: (713) 250-7031