<PAGE>

=============================================================

                      CREDIT AGREEMENT

               DATED AS OF FEBRUARY 18, 2000

                           AMONG

                  MAIL-WELL I CORPORATION,

                   BANK OF AMERICA, N.A.,

                  AS ADMINISTRATIVE AGENT

                            AND

               LETTER OF CREDIT ISSUING BANK,

                    ABN AMRO BANK N.V.,
                   AS SYNDICATION AGENT,

                  THE BANK OF NOVA SCOTIA,
                  AS DOCUMENTATION AGENT,

                            AND

       THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

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

              BANC OF AMERICA SECURITIES LLC,

                     SOLE LEAD ARRANGER
                   AND SOLE BOOK MANAGER


=============================================================


<PAGE>
<PAGE>

<TABLE>
                                        TABLE OF CONTENTS
                                        -----------------
<CAPTION>
Section                                                                                     Page
-------                                                                                     ----

<S>                                                                                        <C>
  ARTICLE I DEFINITIONS                                                                       1
     Section  1.01     Certain Defined Terms                                                  1
     Section  1.02     Other Interpretive Provisions                                         25
     Section  1.03     Accounting Principles                                                 26

  ARTICLE II THE CREDITS                                                                     27
     Section  2.01     Amounts and Terms of Commitments                                      27
     Section  2.02     Loan Accounts                                                         28
     Section  2.03     Procedure for Borrowing                                               28
     Section  2.04     Conversion and Continuation Elections                                 29
     Section  2.05     Voluntary Termination or Reduction of Commitments                     30
     Section  2.06     Swingline Loans                                                       31
     Section  2.07     Optional Prepayments                                                  33
     Section  2.08     Mandatory Prepayments of Loans; Mandatory Commitment
                       Reductions                                                            33
     Section  2.09     Repayment                                                             34
     Section  2.10     Interest                                                              35
     Section  2.11     Fees                                                                  35
     Section  2.12     Computation of Fees and Interest                                      36
     Section  2.13     Payments by the Company                                               36
     Section  2.14     Payments by the Lenders to the Agent                                  37
     Section  2.15     Sharing of Payments, Etc.                                             37
     Section  2.16     Security and Guaranty                                                 38

  ARTICLE III THE LETTERS OF CREDIT                                                          38
     Section  3.01     The Letter of Credit Subfacility                                      38
     Section  3.02     Issuance, Amendment and Renewal of Letters of Credit                  40
     Section  3.03     Existing BofA Letters of Credit; Risk Participations, Drawings and
                       Reimbursements                                                        41
     Section  3.04     Repayment of Participations                                           43
     Section  3.05     Role of the Issuing Bank                                              44
     Section  3.06     Obligations Absolute                                                  44
     Section  3.07     Cash Collateral Pledge                                                45
     Section  3.08     Letter of Credit Fees                                                 46
     Section  3.09     Applicability of ISP 98                                               46

  ARTICLE IV TAXES, YIELD PROTECTION AND ILLEGALITY                                          46
     Section  4.01     Taxes                                                                 46
     Section  4.02     Illegality                                                            47
     Section  4.03     Increased Costs and Reduction of Return                               48
     Section  4.04     Funding Losses                                                        49
     Section  4.05     Inability to Determine Rates                                          49

                                 i.



<PAGE>
<PAGE>

<CAPTION>
Section                                                                                     Page
-------                                                                                     ----

<S>                                                                                        <C>
     Section  4.06     Reserves on Offshore Rate Loans                                       50
     Section  4.07     Certificates of Lenders                                               50
     Section  4.08     Substitution of Lenders                                               50
     Section  4.09     Survival                                                              50

  ARTICLE V CONDITIONS PRECEDENT                                                             50
     Section  5.01     Conditions of Initial Credit Extensions                               50
     Section  5.02     Conditions to All Credit Extensions                                   54

  ARTICLE VI REPRESENTATIONS AND WARRANTIES                                                  55
     Section  6.01     Corporate Existence and Power                                         55
     Section  6.02     Corporate Authorization; No Contravention                             55
     Section  6.03     Governmental Authorization                                            55
     Section  6.04     Binding Effect.                                                       56
     Section  6.05     Litigation                                                            56
     Section  6.06     No Defaults                                                           56
     Section  6.07     ERISA Compliance                                                      56
     Section  6.08     Use of Proceeds; Margin Regulations                                   57
     Section  6.09     Title to Properties; Liens                                            57
     Section  6.10     Taxes                                                                 57
     Section  6.11     Financial Condition                                                   58
     Section  6.12     Environmental Matters                                                 58
     Section  6.13     Collateral Documents                                                  59
     Section  6.14     Regulated Entities                                                    59
     Section  6.15     No Burdensome Restrictions; No Restrictions on Subsidiary
                       Dividends                                                             60
     Section  6.16     Copyrights, Patents, Trademarks and Licenses, Etc.                    60
     Section  6.17     Subsidiaries                                                          60
     Section  6.18     Insurance                                                             60
     Section  6.19     Swap Obligations                                                      60
     Section  6.20     Year 2000                                                             61
     Section  6.21     Merger Representations                                                61
     Section  6.22     Full Disclosure                                                       61

  ARTICLE VII AFFIRMATIVE COVENANTS                                                          62
     Section  7.01     Financial Statements                                                  62
     Section  7.02     Certificates; Other Information                                       63
     Section  7.03     Notices                                                               63
     Section  7.04     Preservation of Corporate Existence, Etc.                             65
     Section  7.05     Maintenance of Property                                               65
     Section  7.06     Insurance                                                             65
     Section  7.07     Payment of Obligations                                                66
     Section  7.08     Compliance with Laws                                                  66
     Section  7.09     Compliance with ERISA                                                 66
     Section  7.10     Inspection of Property and Books and Records                          66
     Section  7.11     Environmental Laws                                                    67
     Section  7.12     Use of Proceeds                                                       67

                                 ii.


<PAGE>
<PAGE>

<CAPTION>
Section                                                                                     Page
-------                                                                                     ----

<S>                                                                                        <C>
     Section  7.13     Merger                                                                67
     Section  7.14     Additional Guarantors                                                 67
     Section  7.15     Additional Subsidiaries                                               68
     Section  7.16     Real Property Collateral                                              68
     Section  7.17     Further Assurances                                                    69

  ARTICLE VIII NEGATIVE COVENANTS                                                            70
     Section  8.01     Negative Pledges; Liens                                               70
     Section  8.02     Disposition of Assets                                                 72
     Section  8.03     Consolidations and Mergers                                            73
     Section  8.04     Loans and Investments                                                 73
     Section  8.05     Limitation on Indebtedness                                            74
     Section  8.06     Transactions with Affiliates                                          76
     Section  8.07     Use of Proceeds                                                       76
     Section  8.08     Contingent Obligations                                                76
     Section  8.09     Joint Ventures                                                        76
     Section  8.10     Lease Obligations                                                     77
     Section  8.11     Capital Expenditures                                                  77
     Section  8.12     Restricted Payments                                                   77
     Section  8.13     No Restrictions on Subsidiary Dividends                               78
     Section  8.14     Certain Payments                                                      78
     Section  8.15     Modification of Subordinated Debt Documents                           79
     Section  8.16     ERISA                                                                 79
     Section  8.17     Change in Business                                                    79
     Section  8.18     Accounting Changes                                                    80
     Section  8.19     Transaction Documents                                                 80
     Section  8.20     Preferred Stock                                                       80
     Section  8.21     Financial Covenants                                                   80
     Section  8.22     Permitted Receivables Purchase Facility                               81

  ARTICLE IX EVENTS OF DEFAULT                                                               81
     Section  9.01     Event of Default                                                      81
     Section  9.02     Remedies                                                              84

  ARTICLE X THE AGENT                                                                        85
     Section  10.01    Appointment and Authorization; "Agent."                               85
     Section  10.02    Delegation of Duties                                                  85
     Section  10.03    Liability of Agent                                                    85
     Section  10.04    Reliance by Agent                                                     86
     Section  10.05    Notice of Default                                                     86
     Section  10.06    Credit Decision                                                       86
     Section  10.07    Indemnification of Agent                                              87
     Section  10.08    Agent in Individual Capacity                                          87
     Section  10.09    Successor Agent                                                       88
     Section  10.10    Withholding Tax                                                       88
     Section  10.11    Collateral Matters.                                                   89
     Section  10.12    Co-Agents; Lead Managers                                              90

                                 iii.



<PAGE>
<PAGE>

<CAPTION>
Section                                                                                     Page
-------                                                                                     ----

<S>                                                                                        <C>
  ARTICLE XI MISCELLANEOUS                                                                   90
     Section  11.01    Amendments and Waivers                                                90
     Section  11.02    Notices                                                               91
     Section  11.03    No Waiver; Cumulative Remedies                                        92
     Section  11.04    Costs and Expenses                                                    92
     Section  11.05    Company Indemnification                                               93
     Section  11.06    Marshalling; Payments Set Aside                                       94
     Section  11.07    Successors and Assigns                                                94
     Section  11.08    Assignments, Participations, Etc.                                     95
     Section  11.09    Confidentiality                                                       97
     Section  11.10    Set-off                                                               97
     Section  11.11    [Intentionally omitted.]                                              97
     Section  11.12    Guaranty                                                              98
     Section  11.13    Notification of Addresses, Lending Offices, Etc.                     104
     Section  11.14    Counterparts                                                         104
     Section  11.15    Severability                                                         104
     Section  11.16    No Third Parties Benefited                                           104
     Section  11.17    Governing Law and Jurisdiction                                       104
     Section  11.18    Waiver of Jury Trial                                                 105
     Section  11.19    Entire Agreement                                                     105

ANNEXES

Annex I                Pricing Grid
Annex II               Subsidiary Guarantors

SCHEDULES

Schedule 1.01          Initial Mortgaged Property
Schedule 2.01          Commitments and Pro Rata Shares
Schedule 2.09          Term Loan Amortization Schedule
Schedule 3.03          Existing BofA Letters of Credit
Schedule 6.05          Litigation
Schedule 6.07          ERISA
Schedule 6.11          Permitted Liabilities
Schedule 6.12          Environmental Matters
Schedule 6.17          Subsidiaries and Minority Interests
Schedule 6.18          Insurance Matters
Schedule 8.01          Permitted Liens
Schedule 8.05          Permitted Indebtedness
Schedule 8.08          Contingent Obligations
Schedule 11.02         Payment Offices; Addresses for Notices; Lending Offices

                                 iv.

<PAGE>
<PAGE>

<CAPTION>
Section                                                                                     Page
-------                                                                                     ----

<S>                                                                                        <C>
EXHIBITS

Exhibit A              Form of Notice of Borrowing
Exhibit B              Form of Notice of Conversion/Continuation
Exhibit C              Form of Compliance Certificate
Exhibit D              Form of Legal Opinion of Counsel to the Company and each other
                       Loan Party
Exhibit E              Form of Assignment and Acceptance
Exhibit F              Form of Revolving Note
Exhibit G-1            Form of Tranche A Term Note
Exhibit G-2            Form of Tranche B Term Note
Exhibit H              Form of Security Agreement
Exhibit I              Form of Additional Guarantor Assumption Agreement
Exhibit J              Form of Legal Opinion of Additional Guarantor's Counsel
Exhibit K              Form of Update Certificate
Exhibit L              Form of Intercreditor Agreement
</TABLE>

                                 v.

<PAGE>
<PAGE>

                            CREDIT AGREEMENT
                            ----------------

     This CREDIT AGREEMENT is entered into as of February 18, 2000,
among Mail-Well I Corporation, a Delaware corporation (the
"Company"), as borrower, Mail-Well, Inc., a Colorado corporation (the
 -------
"Parent"), and certain other U.S. Subsidiaries of the Parent, as
guarantors, the several financial institutions from time to time party
to this Agreement (individually, a "Lender" and, collectively, the
                                    ------
"Lenders"), ABN AMRO Bank N.V., as syndication agent, The Bank of
 -------
Nova Scotia, as documentation agent, Suntrust Bank, Union Bank of
California, N.A. and Wells Fargo Bank, N.A., as managing agents, and
Bank of America, N.A., as Issuing Bank, Swingline Bank and as
administrative agent for itself and the other Lenders (in such capacity,
the "Agent").
     -----

     WHEREAS, the Lenders have agreed to make available to the Company
a secured term loan and revolving credit facility with letter of credit
subfacility and a swingline subfacility, upon the terms and conditions
set forth in this Agreement;

     NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, the parties agree as follows:

                                ARTICLE I

                               DEFINITIONS
                               -----------

     1.01 Certain Defined Terms.  The following terms have the
          ---------------------
following meanings when used herein (including in the recitals hereof):

          "Acquired Company" means American Business Products,
           ----------------
     Inc., a Georgia corporation.

          "Acquisition" means any transaction or series of related
           -----------
     transactions for the purpose of or resulting, directly or
     indirectly, in (a) the acquisition of all or substantially all of
     the assets of a Person, or of any business or division of a
     Person, (b) the acquisition of in excess of 50% of the capital
     stock, partnership interests, membership interests or equity of
     any Person, or otherwise causing any Person to become a
     Subsidiary, or (c) a merger or consolidation or any other
     combination with another Person (other than a Person that is a
     Subsidiary), provided that the Company or the Subsidiary is the
                  --------
     surviving Person.

          "Affiliate" means, as to any Person, any other Person
           ---------
     which, directly or indirectly, is in control of, is controlled by,
     or is under common control with, such Person. A Person shall be
     deemed to control another Person if the controlling Person
     possesses, directly or indirectly, the power to direct or cause
     the direction of the management and policies of the other Person,
     whether through the ownership of voting securities, membership
     interests, by contract, or otherwise.

          "Agent" means BofA in its capacity as administrative
           -----
     agent for the Lenders hereunder, and any successor agent arising
     under Section 10.09.

                                 1.


<PAGE>
<PAGE>

          "Agent-Related Persons" means BofA and any successor
           ---------------------
     agent arising under Section 10.09 and any successor letter of
     credit issuing bank hereunder, together with their respective
     Affiliates (including, in the case of BofA, the Lead Arranger),
     and the officers, directors, employees, agents and attorneys-in-
     fact of such Persons and Affiliates.

          "Agent's Payment Office" means the address for payments
           ----------------------
     set forth on Schedule 11.02 or such other address as the Agent may
     from time to time specify.

          "Aggregate Commitment" means the combined Commitments of
           --------------------
     the Lenders.

          "Aggregate Specified Swap Amount" means, at any time, the
           -------------------------------
     sum of all Specified Swap Amounts owing to all Swap Providers.

          "Agreement" means this Credit Agreement.
           ---------

          "Applicable Fee Amount" means with respect to the
           ---------------------
     commitment fees and Letter of Credit fees payable hereunder, the
     amount set forth opposite the indicated Level below the heading
     "Commitment Fee" or "Letter of Credit Fee," as applicable, in the
     pricing grid set forth on Annex I in accordance with the
                               -------
     parameters for calculations of such amount also set forth on
     Annex I.
     -------

          "Applicable Margin" means, with respect to Base Rate
           -----------------
     Loans and Offshore Rate Loans, the amount set forth opposite the
     indicated Level below the heading "Base Rate Spread" or "Offshore
     Rate Spread," as applicable, in the pricing grid set forth on
     Annex I in accordance with the parameters for calculations of
     -------
     such amounts also set forth on Annex I.
                                    -------

          "Assignee" has the meaning specified in subsection
           --------
     11.08(a).

          "Attorney Costs" means and includes all fees and
           --------------
     disbursements of any law firm or other external counsel, the
     allocated cost of internal legal services and all disbursements of
     internal counsel.

          "Attributed Principal Amount" means, on any day, with
           ---------------------------
     respect to any Permitted Receivables Purchase Facility entered
     into by the Parent or any of its Subsidiaries, the aggregate
     amount (with respect to any such transaction, the "Invested
     Amount") paid to, or borrowed by, such Person as of such date
     under such Permitted Receivables Purchase Facility, minus the
     aggregate amount received by the applicable receivables financier
     and applied to the reduction of the Invested Amount under such
     Permitted Receivables Purchase Facility.

          "Bankruptcy Code" means the Federal Bankruptcy Reform Act
           ---------------
     of 1978 (11 U.S.C. Section 101, et seq.).

          "Base Rate" means, for any day, the higher of:  (a) 0.50%
           ---------
     per annum above the latest Federal Funds Rate; and (b) the rate of
     interest in effect for such day as publicly announced from time to
     time by BofA as its prime rate.  (The prime rate is a rate set by
     BofA based upon various factors including BofA's costs and desired
     return, general

                                 2.


<PAGE>
<PAGE>

     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 prime rate announced by BofA shall
     take effect at the opening of business on the day specified in the public
     announcement of such change.

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

          "BofA" means Bank of America, N.A., a national banking
           ----
     association (formerly known as Bank of America National Trust and
     Savings Association).

          "Borrowing" means a borrowing hereunder consisting of (i)
           ---------
     Revolving Loans or Term Loans of the same Type made to the Company
     on the same day by the Lenders under Article II, and, other than
     in the case of Base Rate Loans, having the same Interest Period,
     (ii) a Swingline Loan (or Swingline Loans) made to the Company on
     the same day by the Swingline Bank, or (ii) an L/C Borrowing.

          "Borrowing Date" means any date on which a Borrowing
           --------------
     occurs under Section 2.03 or Section 2.06.

          "Business Day" means any day other than a Saturday,
           ------------
     Sunday or other day on which commercial banks in New York City or
     San Francisco are authorized or required by law to close and, if
     the applicable Business Day relates to any Offshore Rate Loan,
     means such a day on which dealings are carried on in the London or
     other applicable offshore Dollar interbank market.

          "Capital Adequacy Regulation" means any guideline,
           ---------------------------
     request or directive of any central bank or other Governmental
     Authority, or any other law, rule or regulation, whether or not
     having the force of law, in each case, regarding capital adequacy
     of any bank or of any corporation controlling a bank.

          "Cash Collateralize" means to pledge and deposit with or
           ------------------
     deliver to the Agent, for the benefit of the Agent, the Issuing
     Bank and the Lenders, as additional collateral for the L/C
     Obligations, cash or deposit account balances pursuant to the
     Security Agreement.  Derivatives of such term shall have
     corresponding meanings.

          "CERCLA" has the meaning specified in the definition of
           ------
     "Environmental Laws."

          "Change of Control" means the occurrence of either of the
           -----------------
     following:  (a) any "person" or "group" (as such terms are used in
     subsections 13(d) and 14(d) of the Exchange Act and the
     regulations thereunder), is or becomes the "beneficial owner" (as
     such term is used in Rules 13d-3 and 13d-5 under the Exchange Act,
     except that a person shall be deemed to have "beneficial
     ownership" of all securities that such person has the right to
     acquire, whether such right is exercisable immediately or only
     after the passage of time), directly or indirectly, of 30% or more
     of the then outstanding voting capital stock of the Parent, (b)
     the Continuing Directors shall cease to constitute at least a
     majority of the directors constituting the board of directors of
     the Parent, or (c) the Company shall cease to be a Wholly Owned
     Subsidiary of the Parent.

                                 3.


<PAGE>
<PAGE>

          "Closing Date" means the date occurring on or before
           ------------
     April 14, 2000 on which all conditions precedent set forth in
     Section 5.01 are satisfied or waived by all Lenders (or, in the
     case of subsection 5.01(e), waived by the Person entitled to
     receive such payment).

          "Code" means the Internal Revenue Code of 1986.
           ----

          "Collateral" means all property and interests in property
           ----------
     and proceeds thereof now owned or hereafter acquired by the
     Company or any Guarantor and their respective Subsidiaries in or
     upon which a Lien now or hereafter exists in favor of the Lenders,
     or the Agent on behalf of the Lenders, or any Swap Provider,
     whether under this Agreement or under any other Collateral
     Documents.

          "Collateral Documents" means, collectively, (i) the
           --------------------
     Security Agreement, the Mortgages and all other security
     agreements, mortgages, deeds of trust, patent and trademark
     assignments, lease assignments, guarantees and other similar
     agreements between the Company or any Subsidiary or any Guarantor
     and the Lenders, or the Agent for the benefit of the Lenders, now
     or hereafter delivered to the Lenders or the Agent pursuant to or
     in connection with the transactions contemplated hereby, and all
     financing statements (or comparable documents now or hereafter
     filed in accordance with the Uniform Commercial Code or comparable
     law) against the Company or any Subsidiary or any Guarantor as
     debtor, in favor of the Lenders, or the Agent for the benefit of
     the Lenders, as secured party, and (ii) any amendments,
     supplements, modifications, renewals, replacements,
     consolidations, substitutions and extensions of any of the
     foregoing.

          "Collateral Release Date" means the date on which each of
           -----------------------
     the following conditions shall be and remain satisfied:  (a) the
     Tranche B Term Loans, together with all interest owing thereon and
     all other amounts due in respect thereof, shall have been
     indefeasibly paid in full; (b) the Total Leverage Ratio and the
     Senior Leverage Ratio, as set forth in the Compliance Certificate
     delivered by the Parent pursuant to subsection 7.02(b) for each of
     the two consecutive fiscal quarters then most recently ended,
     shall be less than or equal to 3.00 to 1.00 and 2.00 to 1.00,
     respectively; (c) the maximum Total Leverage Ratio and the maximum
     Senior Leverage Ratio permitted under subsections 8.21(b) and
     8.21(c) shall be 3.50 to 1.00 and 2.50 to 1.00, respectively; and
     (d) the Company shall have a senior unsecured long term debt
     rating ("Debt Rating") of BB from S&P and Ba2 from Moody's,
     provided that if the Company shall have a Debt Rating from
     --------
     either S&P or Moody's, but not both, then the Company shall have
     either a Debt Rating of BB from S&P or a Debt Rating of Ba2 from
     Moody's.

          "Commitment," as to each Lender, means the sum of its
           ----------
     Revolving Commitment, its Tranche A Term Commitment and its
     Tranche B Term Commitment.

          "Compliance Certificate" means a certificate
           ----------------------
     substantially in the form of Exhibit C and Schedule 1 thereto.
                                  ---------

                                 4.



<PAGE>
<PAGE>

          "Consolidated Net Worth" means, as of the date of
           ----------------------
     determination, the consolidated shareholders' equity of the Parent
     and its Subsidiaries, as determined in accordance with GAAP.

          "Consolidated Net Income" means, as of the date of
           -----------------------
     determination, the consolidated net income of the Parent and its
     Subsidiaries, as determined in accordance with GAAP, but without
     giving effect to any extraordinary or unusual noncash items.

          "Contingent Obligation" means, as to any Person, any
           ---------------------
     direct or indirect liability of that Person, whether or not
     contingent, with or without recourse, (a) with respect to any
     Indebtedness, lease, dividend, letter of credit or other
     obligation (the "primary obligations") of another Person (the
     "primary obligor"), including any obligation of that Person (i) to
     purchase, repurchase or otherwise acquire such primary obligations
     or any security therefor, (ii) to advance or provide funds for the
     payment or discharge of any such primary obligation, or to
     maintain working capital or equity capital of the primary obligor
     or otherwise to maintain the net worth or solvency or any balance
     sheet item, level of income or financial condition of the primary
     obligor, (iii) to purchase property, securities or services
     primarily for the purpose of assuring the owner of any such
     primary obligation of the ability of the primary obligor to make
     payment of such primary obligation, (iv) in connection with any
     synthetic lease or other similar off balance sheet lease
     transaction, or (v) otherwise to assure or hold harmless the
     holder of any such primary obligation against loss in respect
     thereof (each, a "Guaranty Obligation"); (b) with respect to
                       -------------------
     any Surety Instrument issued for the account of that Person or as
     to which that Person is otherwise liable for reimbursement of
     drawings or payments; (c) to purchase any materials, supplies or
     other property from, or to obtain the services of, another Person
     if the relevant contract or other related document or obligation
     requires that payment for such materials, supplies or other
     property, or for such services, shall be made regardless of
     whether delivery of such materials, supplies or other property is
     ever made or tendered, or such services are ever performed or
     tendered; or (d) in respect of any Swap Contract.  The amount of
     any Contingent Obligation shall, in the case of Guaranty
     Obligations, be deemed equal to the stated or determinable amount
     of the primary obligation in respect of which such Guaranty
     Obligation is made or, if not stated or if indeterminable, the
     maximum reasonably anticipated liability in respect thereof, and
     in the case of other Contingent Obligations other than in respect
     of Swap Contracts, shall be equal to the maximum reasonably
     anticipated liability in respect thereof and, in the case of
     Contingent Obligations in respect of Swap Contracts, shall be
     equal to the Swap Termination Value.

          "Continuing Directors" means, as of any date, the
           --------------------
     collective reference to all members of the board of directors of
     the Parent who assumed office after such date and whose
     appointment or nomination for election by the Parent's
     shareholders was approved by a vote of at least 50% of the
     Continuing Directors in office immediately prior to such
     appointment or nomination.

          "Contractual Obligation" means, as to any Person, any
           ----------------------
     provision of any security issued by such Person or of any
     agreement, undertaking, contract, indenture, mortgage,


                                 5.



<PAGE>
<PAGE>

     deed of trust or other instrument, document or agreement to which
     such Person is a party or by which it or any of its property is
     bound.

          "Conversion/Continuation Date" means any date on which,
           ----------------------------
     under Section 2.04, the Company (a) converts Loans of one Type to
     another Type, or (b) continues as Loans of the same Type, but with
     a new Interest Period, Loans having Interest Periods expiring on
     such date.

          "Credit Extension" means and includes (a) the making of
           ----------------
     any Revolving Loans, Term Loans and Swingline Loans hereunder, and
     (b) the Issuance of any Letters of Credit hereunder (and the
     inclusion of the Existing BofA Letters of Credit as Letters of
     Credit hereunder).

          "Debt Rating" has the meaning specified in the definition
           -----------
     of Collateral Release Date.

          "Default" means any event or circumstance which, with the
           -------
     giving of notice, the lapse of time, or both, would (if not cured
     or otherwise remedied during such time) constitute an Event of
     Default.

          "Disposition" means the sale, lease, conveyance or other
           -----------
     disposition of property, other than sales or other dispositions
     expressly permitted under subsections 8.02(a) through 8.02(f).

          "Documents" means the Loan Documents and the Transaction
           ---------
     Documents.

          "Dollars," "dollars" and "$" each mean lawful money
           -------    -------       -
     of the United States.

          "EBITDA" means, for any period, for the Parent and its
           ------
     Subsidiaries, the sum of Consolidated Net Income of the Parent and
     its Subsidiaries for such period plus (to the extent deducted
                                      ----
     in determining Consolidated Net Income) (i) Interest Expense for
     such period, (ii) income tax expense for such period, and (iii)
     depreciation expense, amortization expense and other non-cash
     expenses for such period, in each case, measured in accordance
     with GAAP.  For purposes of determining the consolidated EBITDA of
     the Parent and its Subsidiaries hereunder for purposes of
     calculating the Total Leverage Ratio and the Senior Leverage Ratio
     only, EBITDA shall be adjusted for Permitted Acquisitions of
     Persons that become or become part of consolidated Subsidiaries
     (each an "Acquired Subsidiary") made by the Parent, the Company or
     any Subsidiary during the four fiscal quarter period (the
     "Compliance Period") for which the consolidated EBITDA of the
     Parent and its Subsidiaries is being calculated.  Such adjustment
     shall be made as follows:

          (i)    actual financial results of each such Acquired
     Subsidiary from the date of its Acquisition through the end of the
     Compliance Period shall be included in the consolidated measure of
     EBITDA in accordance with GAAP;

          (ii)   historical financial results of each such Acquired
     Subsidiary shall be included in the consolidated measure of EBITDA
     if any one of the following conditions

                                 6.




<PAGE>
<PAGE>

     is satisfied:  (1) either (A) audited financial statements of such
     Acquired Subsidiary are available for its most recent fiscal year-
     end or (B) if such audited financial statements are not yet
     available because such Acquired Subsidiary was acquired within 90
     days of its most recent fiscal year-end, audited financial
     statements of such Acquired Subsidiary are available for its next
     most recent fiscal year-end; (2) such Acquired Subsidiary is a
     Subsidiary or division of a public company for which either (A)
     audited financial statements are available for such company's most
     recent fiscal year-end or (B) if such audited financial statements
     are not yet available because such Acquired Subsidiary was
     acquired within 90 days of such public company's most recent
     fiscal year-end, audited financial statements of such public
     company are available for its next most recent fiscal year-end; or
     (3) reviewed financial statements of such Acquired Subsidiary
     prepared in accordance with GAAP are available for its most recent
     fiscal year-end;

          (iii)  if one or more of the conditions set forth in the
     preceding paragraph (ii) are satisfied, then such historical
     financial results shall be so included as follows:  (1) the Parent
     shall determine in accordance with GAAP the relevant financial
     results of such Acquired Subsidiary for the period of four fiscal
     quarters of such Acquired Subsidiary ending on the date of its
     fiscal quarter most recently ended prior to the date of its
     Acquisition, (2) the Parent shall make adjustments to such
     financial results to exclude any specific, identifiable expense
     items which are eliminated (in accordance with Regulation S-X
     promulgated by the SEC) as a result of the Permitted Acquisition
     of such Acquired Subsidiary at the closing thereof, and (3) the
     Parent shall include in consolidated EBITDA only such portion of
     such relevant historical financial results that is obtained by
     multiplying such financial results by the quotient obtained by
     dividing (x) the number of days elapsed from the first day of the
     Compliance Period to the date of the Acquisition of such Acquired
     Subsidiary, by (y) 365;

     provided, however, that amounts that would otherwise be
     --------  -------
     included in EBITDA on account of Permitted Acquisitions made by
     any of the Parent or its Subsidiaries shall be excluded unless the
     Agent and the Lenders have been provided with reasonably
     satisfactory independent verification of such historical financial
     results.  The parties agree that if at any time (A) the historical
     financial results of any Acquired Subsidiary have not been
     included in the consolidated measure of EBITDA because none of the
     requirements set forth in clauses (1), (2) and (3) of the
     preceding clause (ii) have theretofore been satisfied, (B) audited
     financial statements for such Acquired Subsidiary shall have since
     become available for its most recent fiscal year-end and (C) such
     Acquired Subsidiary was acquired during the Compliance Period for
     which the consolidated EBITDA of the Parent and its Subsidiaries
     is then being calculated, then (subject to the preceding
                               ----
     proviso) the Parent shall adjust its consolidated EBITDA as
     provided in the preceding clauses (i), (ii) and (iii);
     provided, however, that this sentence is intended only to
     --------  -------
     permit the Parent to make adjustments to its consolidated EBITDA
     in respect of the historical financial results of such Acquired
     Subsidiary for purposes of any certificate or demonstration of
     covenant compliance to be delivered to the Agent and/or the Lenders
     after the date on which such audited financial statements become
     available, and this sentence is not intended to permit the Parent
     to restate or otherwise re-calculate its consolidated EBITDA for
     purposes of any certificate or demonstration of

                                 7.



<PAGE>
<PAGE>

     covenant compliance delivered to the Agent and/or the Lenders prior
     to the date on which such audited financial statements became available.

          "Effective Amount" means (i) with respect to any
           ----------------
     Revolving Loans, Swingline Loans and Term Loans on any date, the
     aggregate outstanding principal amount thereof after giving effect
     to any Borrowings and prepayments or repayments of Term Loans,
     Revolving Loans and Swingline Loans occurring on such date; and
     (ii) with respect to any outstanding L/C Obligations on any date,
     the amount of such L/C Obligations on such date after giving
     effect to any Issuances of Letters of Credit occurring on such
     date and any other changes in the aggregate amount of the L/C
     Obligations as of such date, including as a result of any
     reimbursements of outstanding unpaid drawings under any Letters of
     Credit or any reductions in the maximum amount available for
     drawing under Letters of Credit taking effect on such date;
     provided that for purposes of Section 2.08, the Effective
     --------
     Amount shall be determined without giving effect to any mandatory
     prepayments to be made under Section 2.08.

          "Eligible Assignee" means (a) a commercial bank organized
           -----------------
     under the laws of the United States, or any state thereof, and
     having a combined capital and surplus of at least $100,000,000;
     (b) a commercial bank organized under the laws of any other
     country which is a member of the Organization for Economic
     Cooperation and Development (the "OECD"), or a political
                                       ----
     subdivision of any such country, and having a combined capital and
     surplus of at least $100,000,000, provided that such bank is
                                       --------
     acting through a branch or agency located in the United States;
     (c) a Person that is primarily engaged in the business of
     commercial banking and that is (i) a Subsidiary of a Lender, (ii)
     a Subsidiary of a Person of which a Lender is a Subsidiary, or
     (iii) a Person of which a Lender is a Subsidiary; and (d) any
     other entity which is an "accredited investor" (as defined in
     Regulation D under the Exchange Act) which extends credit or buys
     loans as one of its businesses, including insurance companies,
     mutual funds and lease financing companies; provided that no
                                                 --------
     Loan Party or any Affiliate of any Loan Party shall be an Eligible
     Assignee.

          "Environmental Claims" means all claims, however
           --------------------
     asserted, by any Governmental Authority or other Person alleging
     potential liability or responsibility for violation of any
     Environmental Law, or for release or injury to the environment or
     threat to public health, personal injury (including sickness,
     disease or death), property damage, natural resources damage, or
     otherwise alleging liability or responsibility for damages
     (punitive or otherwise), cleanup, removal, remedial or response
     costs, restitution, civil or criminal penalties, injunctive
     relief, or other type of relief, resulting from or based upon the
     presence, placement, discharge, emission or release (including
     intentional and unintentional, negligent and non-negligent, sudden
     and non-sudden, accidental and non-accidental, placement, spills,
     leaks, discharges, emissions or releases) of any Hazardous
     Material at, in, or from Property, whether or not owned by the
     Parent, the Company or any Subsidiary.

          "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

                                 8.



<PAGE>
<PAGE>

     with, any Governmental Authorities, in each case relating to
     environmental, health, safety and land use matters; including the
     Comprehensive Environmental Response, Compensation and Liability
     Act of 1980 ("CERCLA"), the Clean Air Act, the Federal Water
                   ------
     Pollution Control Act of 1972, the Solid Waste Disposal Act, the
     Federal Resource Conservation and Recovery Act, the Toxic
     Substances Control Act, the Emergency Planning and Community
     Right-to-Know Act, the California Hazardous Waste Control Law, the
     California Solid Waste Management, Resource, Recovery and
     Recycling Act, the California Water Code and the California Health
     and Safety Code.

          "Equipment Lease Facility Documents" means (i) the
           ----------------------------------
     Participation Agreement dated December 27, 1997, among the
     Company, KeyBank National Association ("KNA"), Key Corporate
     Capital, Inc. ("KCCI") (KNA and KCCI are together referred to as
     the "Trust Certificate Purchaser," and KNA is referred to as the
     "Lessor Trustee"), (ii) Lease dated December 26, 1997, between the
     Lessor Trustee and the Company, (iii) Lease Supplement dated
     December 26, 1997, between the Lessor Trustee and the Company,
     (iv) Guaranty Agreement dated December 26, 1997, among the
     Guarantors, the Trust Certificate Purchasers and the Lessor
     Trustee, (v) the Waiver dated as of February 18, 2000, made by KNA
     and KCCI waiving certain terms and provisions of the agreements
     described in the preceding clauses (i) through (iv) in connection
     with the closing of this Agreement, (vi) any amendments,
     restatements, supplements or other modifications to the agreements
     described in the preceding clauses (i) through (v), provided
                                                         --------
     that after giving effect to any such action no Default or Event of
     Default would exist hereunder, and (vii) other equipment lease
     documents for additional equipment leases for new equipment which
     are otherwise permitted hereunder.

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

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

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

                                 9.




<PAGE>
<PAGE>

          "Estimated Remediation Costs" means all costs associated
           ---------------------------
     with performing work to remediate contamination of real property
     or groundwater, including engineering and other professional fees
     and expenses, costs to remove, transport and dispose of
     contaminated soil, costs to "cap" or otherwise contain
     contaminated soil, and costs to pump and treat water and monitor
     water quality.

          "Eurodollar Reserve Percentage" has the meaning specified
           -----------------------------
     in the definition of "Offshore Rate."

          "Event of Default" means any of the events or
           ----------------
     circumstances specified in Section 9.01.

          "Event of Loss" means, with respect to any property, any
           -------------
     of the following:  (a) any loss, destruction or damage of such
     property; (b) any pending or threatened institution of any
     proceedings for the condemnation or seizure of such property or
     for the exercise of any right of eminent domain; or (c) any actual
     condemnation, seizure or taking, by exercise of the power of
     eminent domain or otherwise, of such property, or confiscation of
     such property or the requisition of the use of such property.

          "Exchange Act" means the Securities Exchange Act of 1934.
           ------------

          "Existing BofA Letters of Credit" means the letters of
           -------------------------------
     credit described in Schedule 3.03.
                         -------------

          "Existing Credit Facility" means the Credit Agreement
           ------------------------
     dated as of March 16, 1998, as amended, among the Company, the
     guarantors party thereto, the lenders party thereto and BofA, as
     administrative agent.

          "Existing Receivables Purchase Facility" means (i) the
           --------------------------------------
     Purchase and Sale Agreement dated as of July 1, 1999, among Mail-
     Well I Corporation, as servicer and guarantor, the "Orginators"
     from time to time party thereto and Mail-Well Trade Receivables
     Corporation, as purchaser, (ii) the Receivables Purchase Agreement
     dated as of July 1, 1999, among Mail-Well Trade Receivables
     Corporation, as seller, Quincy Capital Corporation, as issuer, the
     alternate purchasers from time to time party thereto, Mail-Well I
     Corporation, as servicer, and BofA, as administrator, and (iii)
     the other documents, instruments and agreements delivered in
     connection therewith, in each case, as amended.

          "FDIC" means the Federal Deposit Insurance Corporation,
           ----
     and any Governmental Authority succeeding to any of its principal
     functions.

          "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 with respect to the preceding Business Day
     opposite the caption "Federal Funds (Effective)"; or, if for any
     relevant day such rate is not so published with respect to 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

                                 10.




<PAGE>
<PAGE>

     each of three leading brokers of Federal funds transactions in New
     York City selected by the Agent.

          "Fee Letter" has the meaning specified in subsection
           ----------
     2.11(a).

          "Fixed Charge Coverage Ratio" means, as of any date of
           ---------------------------
     determination, the ratio of (a) EBITDA for the period of the last
     four fiscal quarters ended on or prior to such date minus cash
                                                         -----
     taxes paid during such period to (b) the sum of (i) scheduled
     amortization of Indebtedness for such period (excluding payment of
     the 5% Convertible Subordinated Notes due 2002 of the Parent at
     the scheduled maturity thereof), plus (ii) cash Interest
                                      ----
     Expense for such period, plus (iii) the amount of cash
                              ----
     dividends, if any, paid on the Parent's Permitted Preferred Stock
     during such period, in each case, of the Parent and its
     Subsidiaries, as determined on a consolidated basis in accordance
     with GAAP.

          "Foreign Subsidiary" means each Subsidiary of the Company
           ------------------
     organized under the laws of any jurisdiction outside of the United
     States which is also located outside of the United States.

          "FRB" means the Board of Governors of the Federal Reserve
           ---
     System, and any Governmental Authority succeeding to any of its
     principal functions.

          "Funded Debt" means, as of any date of determination, all
           -----------
     Indebtedness of the Parent and its Subsidiaries on such date, on a
     consolidated basis in accordance with GAAP.

          "Further Taxes" means any and all present or future
           -------------
     taxes, levies, assessments, imposts, duties, deductions, fees,
     withholdings or similar charges (including net income taxes and
     franchise taxes), and all liabilities with respect thereto,
     imposed by any jurisdiction on account of amounts payable or paid
     pursuant to Section 4.01.

          "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, subject to Section 1.03.

          "Governmental Authority" means any nation or government,
           ----------------------
     any state or other political subdivision thereof, any central bank
     (or similar monetary or regulatory authority) thereof, any entity
     exercising executive, legislative, judicial, regulatory or
     administrative functions of or pertaining to government, and any
     corporation or other entity owned or controlled, through stock or
     capital ownership or otherwise, by any of the foregoing.

          "Guarantor" means the Parent and each direct or indirect
           ---------
     U.S. Subsidiary of the Parent party to a Guaranty in its capacity
     as a guarantor hereunder.

                                 11.




<PAGE>
<PAGE>

          "Guaranty" means the guaranty of each Guarantor made
           --------
     pursuant to Section 11.12 and any other guaranty under any
     separate agreement executed by any Guarantor pursuant to which it
     guarantees the Obligations.

          "Guaranty Obligation" has the meaning specified in the
           -------------------
     definition of "Contingent Obligation."

          "Hazardous Materials" means all those substances that are
           -------------------
     regulated by, or which may form the basis of liability under, any
     Environmental Law, including any substance identified under any
     Environmental Law as a pollutant, contaminant, hazardous waste,
     hazardous constituent, special waste, hazardous substance,
     hazardous material, or toxic substance, or petroleum or petroleum
     derived substance or waste.

          "Honor Date" has the meaning specified in subsection
           ----------
     3.03(c).

          "HSR Act" means the Hart-Scott-Rodino Antitrust
           -------
     Improvements Act of 1976.

          "Indebtedness" of any Person means, without duplication,
           ------------
     (a) all indebtedness for borrowed money; (b) all obligations
     issued, undertaken or assumed as the deferred purchase price of
     property or services (other than trade payables entered into in
     the ordinary course of business on ordinary terms); (c) all
     reimbursement or payment obligations with respect to Surety
     Instruments (contingent or otherwise); (d) all obligations
     evidenced by notes, bonds, debentures or similar instruments,
     including obligations so evidenced incurred in connection with the
     acquisition of property, assets or businesses; (e) all
     indebtedness created or arising under any conditional sale or
     other title retention agreement, or incurred as financing, in
     either case with respect to property acquired by the Person (even
     though the rights and remedies of the seller or bank under such
     agreement in the event of default are limited to repossession or
     sale of such property); (f) all obligations with respect to
     capital leases; (g) all obligations under any synthetic lease, tax
     retention operating lease, off-balance sheet loan or similar off-
     balance sheet financing product to which such Person is a party,
     where such transaction is considered borrowed money indebtedness
     for tax purposes but is classified as an operating lease in
     accordance with GAAP; (h) the Attributed Principal Amount under
     any Permitted Receivables Purchase Facility; (i) all indebtedness
     referred to in clauses (a) through (h) above secured by (or for
     which the holder of such Indebtedness has an existing right,
     contingent or otherwise, to be secured by) any Lien upon or in
     property (including accounts and contracts rights) owned by such
     Person, even though such Person has not assumed or become liable
     for the payment of such Indebtedness; and (j) all Guaranty
     Obligations in respect of indebtedness or obligations of others of
     the kinds referred to in clauses (a) through (i) above.  For all
     purposes of this Agreement, the Indebtedness of any Person shall
     include all recourse Indebtedness of any partnership or joint
     venture or limited liability company in which such Person is a
     general partner or a joint venturer or a member.

          "Indemnified Liabilities" has the meaning specified in
           -----------------------
     Section 11.05.

          "Indemnified Person" has the meaning specified in Section
           ------------------
     11.05.

                                 12.



<PAGE>
<PAGE>

          "Independent Auditor" has the meaning specified in
           -------------------
     subsection 7.01(a).

          "Insolvency Proceeding" means, with respect to any
           ---------------------
     Person, (a) any case, action or proceeding with respect to such
     Person 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; in either case undertaken under U.S. Federal,
     state or foreign law, including the Bankruptcy Code.

          "Intercreditor Agreement" means the Intercreditor
           -----------------------
     Agreement in substantially the form of Exhibit L between BofA,
                                            ---------
     as administrator and liquidity agent under the Existing
     Receivables Purchase Facility, and BofA, as Agent.

          "Interest Expense" means, for any period, for the Parent
           ----------------
     and its Subsidiaries on a consolidated basis in accordance with
     GAAP, all interest in respect of Indebtedness accrued or
     capitalized during such period (whether or not actually paid
     during such period).

          "Interest Payment Date" means(i) as to any Offshore Rate
           ---------------------
     Loan, the last day of each Interest Period applicable to such Loan
     and, as to any Base Rate Loan which is not a Swingline Loan, the
     last Business Day of each calendar quarter and the Revolving
     Termination Date, the Tranche A Term Maturity Date and the Tranche
     B Term Maturity Date and (ii) with respect to any Base Rate Loan
     that is a Swingline Loan, the Business Day on which principal of
     such Swingline Loan is repaid or as otherwise provided in Section
     2.06(e); provided, however, that if any Interest Period for
              --------  -------
     an Offshore Rate Loan exceeds three months, the date that falls
     three months after the beginning of such Interest Period and after
     each Interest Payment Date thereafter is also an Interest Payment
     Date.

          "Interest Period" means, as to any Offshore Rate Loan,
           ---------------
     the period commencing on the Borrowing Date of such Loan or on the
     Conversion/Continuation Date on which the Loan is converted into
     or continued as an Offshore Rate Loan, and ending on the date one,
     two, three or six months thereafter as selected by the Company in
     its Notice of Borrowing or Notice of Conversion/Continuation;

     provided that:
     --------

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

                 (ii)    any Interest Period pertaining to an
          Offshore Rate Loan that begins on the last Business Day of a
          calendar month (or on a day for which there is no
          numerically corresponding day in the calendar month at the
          end of such Interest

                                 13.




<PAGE>
<PAGE>

          Period) shall end on the last Business Day of the calendar
          month at the end of such Interest Period;

                 (iii)   no Interest Period for any Tranche A Term
          Loan shall extend beyond the Tranche A Term Maturity Date,
          no Interest Period for any Tranche B Term Loan shall extend
          beyond the Tranche B Term Maturity Date and no Interest
          Period for any Revolving Loan shall extend beyond the
          Revolving Termination Date; and

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

          "IRS" means the Internal Revenue Service, and any
           ---
     Governmental Authority succeeding to any of its principal
     functions under the Code.

          "Issuance Date" has the meaning specified in subsection
           -------------
     3.01(a).

          "Issue" means, with respect to any Letter of Credit, to
           -----
     incorporate the Existing BofA Letters of Credit into this
     Agreement, or to issue or to extend the expiry of, or to renew or
     increase the amount of or otherwise amend, such Letter of Credit;
     and the terms "Issued," "Issuing" and "Issuance" have
                    ------    -------       --------
     corresponding meanings.

          "Issuing Bank" means BofA in its capacity as issuer of
           ------------
     one or more Letters of Credit hereunder, together with any
     replacement letter of credit issuer arising under subsection
     10.01(b) or Section 10.09.  Specific reference to the Issuing Bank
     shall exclude the Issuing Bank in its capacity as a Lender
     hereunder.

          "Joint Venture" means a single-purpose corporation,
           -------------
     partnership, limited liability company, joint venture or other
     legal arrangement (whether created by contract or conducted
     through a separate legal entity) now or hereafter formed by the
     Company or any of its Subsidiaries with another Person in order to
     conduct a common venture or enterprise with such Person.

          "L/C Advance" means each Lender's participation in any
           -----------
     L/C Borrowing in accordance with its Pro Rata Share.

          "L/C Amendment Application" means an application form for
           -------------------------
     amendment of outstanding Standby Letters of Credit as shall at any
     time be in use at the Issuing Bank, as the Issuing Bank shall
     request.

          "L/C Application" means an application form for issuances
           ---------------
     of Standby Letters of Credit as shall at any time be in use at the
     Issuing Bank, as the Issuing Bank shall request.

                                 14.




<PAGE>
<PAGE>

          "L/C Borrowing" means an extension of credit resulting
           -------------
     from a drawing under any Letter of Credit which shall not have
     been reimbursed on the date when made nor converted into a
     Borrowing of Revolving Loans under subsection 3.03(c).

          "L/C Commitment" means the commitment of the Issuing Bank
           --------------
     to Issue, and the commitment of the Lenders severally to
     participate in, Letters of Credit (including the Existing BofA
     Letters of Credit) from time to time Issued or outstanding under
     Article III, in an aggregate amount not to exceed on any date the
     amount of $30,000,000, as the same shall be reduced as a result of
     a reduction in the L/C Commitment pursuant to Section 2.05;
     provided that the L/C Commitment is a part of the combined
     --------
     Revolving Commitments, rather than a separate, independent
     commitment; and provided further that if as a result of any
                     -------- -------
     Commitment reductions hereunder the L/C Commitment shall exceed
     the combined Revolving Commitments, the L/C Commitment shall
     automatically reduce by the amount of such excess.

          "L/C Obligations" means at any time the sum of (a) the
           ---------------
     aggregate undrawn amount of all Letters of Credit then
     outstanding, plus (b) the amount of all unreimbursed drawings
                  ----
     under all Letters of Credit, including all outstanding L/C
     Borrowings.

          "L/C-Related Documents" means the Letters of Credit, the
           ---------------------
     L/C Applications, the L/C Amendment Applications and any other
     document relating to any Letter of Credit, including any of the
     Issuing Bank's standard form documents for letter of credit
     issuances.

          "Lead Arranger" means Banc of America Securities LLC, a
           -------------
     Delaware limited liability company, in its capacity as Sole Lead
     Arranger and Sole Book Manager.

          "Lender" has the meaning specified in the introductory
           ------
     clause hereto.  References to the "Lenders" shall include each of
     the Issuing Bank and the Swingline Bank in its capacity as such
     unless the context otherwise clearly requires.  For purposes of
     clarification only, to the extent that the Issuing Bank or the
     Swingline Bank may have any rights or obligations in addition to
     those of the Lenders due to its status as Issuing Bank or
     Swingline Bank, its status as such will be specifically
     referenced.  Unless the context otherwise clearly requires,
     "Lender" includes any such institution in its capacity as Swap
      ------
     Provider.  Unless the context otherwise clearly requires,
     references to any such institution as a "Lender" shall also
                                              ------
     include any of such institution's Affiliates that may at any time
     of determination be Swap Providers.

          "Lending Office" means, as to any Lender, the office or
           --------------
     offices of such Lender specified as its "Lending Office" or
     "Domestic Lending Office" or "Offshore Lending Office," as the
     case may be, on Schedule 11.02, or such other office or offices
                     --------------
     as such Lender may from time to time notify to the Company and the
     Agent.

          "Letters of Credit" means the Existing BofA Letters of
           -----------------
     Credit and any letters of credit Issued by the Issuing Bank
     pursuant to Article III.

          "Lien" means any security interest, mortgage, deed of
           ----
     trust, pledge, hypothecation, assignment, charge or deposit
     arrangement, encumbrance, lien (statutory

                                 15.



<PAGE>
<PAGE>

     or other) or preferential arrangement of any kind or nature
     whatsoever in respect of any property (including those created by,
     arising under or evidenced by any conditional sale or other title
     retention agreement, the interest of a lessor under a capital
     lease, any financing lease having substantially the same economic
     effect as any of the foregoing, or the filing of any financing
     statement naming the owner of the asset to which such lien relates
     as debtor, under the Uniform Commercial Code or any comparable
     law) and any contingent or other agreement to provide any of the
     foregoing, but not including the interest of a lessor under an
     operating lease or the interest of a purchaser of Permitted
     Receivables under any Permitted Receivables Purchase Facility.

          "Loan" means an extension of credit, in the form of a
           ----
     Revolving Loan, Term Loan or a Swingline Loan by a Lender to the
     Company under Article II, which may be a Base Rate Loan or an
     Offshore Rate Loan (each a "Type" of Loan), or Article III in
                                 ----
     the form of an L/C Advance.

          "Loan Documents" means this Agreement, any Notes, any
           --------------
     Guaranty, the Collateral Documents, the Fee Letter, any documents
     evidencing or relating to Specified Swap Contracts, and all other
     documents delivered to the Agent or any Lender in connection with
     the transactions contemplated by this Agreement.

          "Loan Party" means the Parent, the Company and each
           ----------
     Subsidiary of the Parent or the Company party hereto as a
     Guarantor (including the Acquired Company).

          "Majority Lenders" means at any time Lenders then holding
           ----------------
     in excess of 50% of the then aggregate Credit Exposure of all the
     Lenders, or, if no Credit Exposure exists, Lenders then having in
     excess of 50% of the Aggregate Commitment.  As used in this
     definition, the "Credit Exposure" of any Lender means (i) with
                      ---------------
     respect to any outstanding Revolving Loans, the aggregate
     outstanding principal amount of the Revolving Loans made by such
     Lender, (ii) with respect to any outstanding Term Loans, the
     aggregate outstanding principal amount of the Term Loans made by
     such Lender, and (iii) with respect to any outstanding Swingline
     Loans and L/C Obligations, the participating interest therein
     equal to such Lender's Pro Rata Share thereof.

          "Margin Stock" means "margin stock" as such term is
           ------------
     defined in Regulation T, U or X of the FRB.

          "Material Adverse Effect" means (a) a material adverse
           -----------------------
     change in, or a material adverse effect upon, the operations,
     business, properties, condition (financial or otherwise) or
     prospects of the Company or the Company and its Subsidiaries taken
     as a whole; (b) a material impairment of the ability of the
     Company or any other Loan Party to perform under any Loan Document
     and to avoid any Event of Default; or (c) a material adverse
     effect upon (i) the legality, validity, binding effect or
     enforceability against the Company or any other Loan Party of any
     Loan Document, or (ii) the perfection or priority of any Lien
     granted under any of the Collateral Documents.

          "Merger" means the merger of the Acquired Company and the
           ------
     Purchaser, as contemplated by the Merger Agreement.

                                 16.



<PAGE>
<PAGE>

          "Merger Agreement" means the Agreement and Plan of
           ----------------
     Merger, dated as of January 13, 2000, by and among the Company,
     the Purchaser and the Acquired Company.

          "Minimum Amount" means (i) in respect of any Borrowing,
           --------------
     conversion or continuation of Loans, (a) in the case of Base Rate
     Loans, an aggregate minimum amount of $5,000,000, (b) in the case
     of Offshore Rate Loans, an aggregate minimum amount of $10,000,000
     and (c) in the case of Swingline Loans, an aggregate minimum
     amount of $1,000,000 (or such other amount as shall be acceptable
     to the Swingline Bank); (ii) in the case of any reduction of the
     Commitments under Section 2.05, an aggregate minimum amount of
     $10,000,000; and (iii) in the case of any optional prepayment of
     Loans under Section 2.07, an aggregate minimum amount of
     $1,000,000 for prepayments of Base Rate Loans, $5,000,000 for
     prepayments of Offshore Rate Loans and $1,000,000 for prepayments
     of Swingline Loans.

          "Minimum Condition" means the minimum number of shares
           -----------------
     required to be tendered and not withdrawn prior to the expiration
     of the Offer, as described in the Merger Agreement and referred to
     therein as the "Minimum Tender Condition".

          "Moody's" means Moody's Investor Service, Inc.
           -------

          "Mortgage" means any deed of trust, mortgage, leasehold
           --------
     mortgage, assignment of rents or other document creating a Lien on
     real property or any interest in real property of the Parent, the
     Company or any other Subsidiary or any Guarantor in favor of the
     Lenders or the Agent for the benefit of the Lenders and the other
     Secured Parties.

          "Mortgaged Property" means all property subject to a Lien
           ------------------
     pursuant to a Mortgage (including all Mortgaged Property listed in
     Schedule 1.01).
     -------------

          "Multiemployer Plan" means a "multiemployer plan," within
           ------------------
     the meaning of Section 4001(a)(3) of ERISA, to which the Company
     or any ERISA Affiliate makes, is making, or is obligated to make
     contributions or, during the preceding three calendar years, has
     made, or been obligated to make, contributions.

          "Net Issuance Proceeds" means, as to any issuance or
           ---------------------
     other incurrence of debt or any issuance of equity by any Person,
     cash proceeds received or receivable by such Person in connection
     therewith, net of out-of-pocket costs and expenses paid or
     incurred in connection therewith in favor of any Person not an
     Affiliate of such Person.

          "Net Proceeds" means, as to any Disposition by a Person,
           ------------
     proceeds in cash, checks or other cash equivalent financial
     instruments as and when received by such Person, net of:  (a) the
     direct costs relating to such Disposition excluding amounts
     payable to such Person or any Affiliate of such Person, (b) sale,
     use or other transaction taxes, and income taxes, paid or
     reasonably expected to be payable by such Person as a direct
     result thereof, and (c) amounts required to be applied to repay
     principal, interest and prepayment premiums and penalties on
     Indebtedness secured by a Lien on the asset which is the subject
     of such Disposition.  "Net Proceeds" shall also include
                            ------------
     proceeds paid on account of any Event of Loss, net of (i) all
     money actually applied within six months


                                 17.

<PAGE>
<PAGE>

     after the occurrence of such Event of Loss to repair or
     reconstruct the damaged property or property affected by the
     condemnation or taking, (ii) all of the costs and expenses
     reasonably incurred in connection with the collection of such
     proceeds, award or other payments, and (iii) any amounts retained
     by or paid to parties having superior rights to such proceeds,
     awards or other payments.

          "Note" means a Revolving Note or a Tranche A Term Note or
           ----
     a Tranche B Term Note.

          "Notice of Borrowing" means a notice in substantially the
           -------------------
     form of Exhibit A.
             ---------

          "Notice of Conversion/Continuation" means a notice in
           ---------------------------------
     substantially the form of Exhibit B.
                               ---------

          "Obligations" means the Revolving Loans, Swingline Loans,
           -----------
     Term Loans, L/C Obligations and all other Indebtedness arising
     under any Loan Document owing by the Company to any Lender, the
     Agent, the Issuing Bank, the Swingline Bank, or any Indemnified
     Person, whether direct or indirect (including those acquired by
     assignment), absolute or contingent, due or to become due, now
     existing or hereafter arising.

          "Offer" means, collectively, the Tender Offer Statement
           -----
     filed by the Purchaser on January 21, 2000 with the SEC on
     Schedule 14D-1, the Offer to Purchase dated January 21, 2000, the
     related letter of transmittal, and any public announcement
     relating to the foregoing.

          "Offshore Rate" means:  (i) the rate of interest per
           -------------
     annum determined by the Agent to be the rate of interest per annum
     (rounded upward to the nearest 1/100th of 1%) appearing on Dow
     Jones Page 3750 (as defined below) for Dollar deposits having a
     maturity comparable to such Interest Period, at approximately
     11:00 a.m. (London time) two Business Days prior to the
     commencement of such Interest Period, subject to clause (ii)
     below; or (ii) if for any reason the rate is not available as
     provided in the preceding clause (i) of this definition, the
     "Offshore Rate" instead means the rate of interest per annum
      -------------
     determined by the Agent to be the arithmetic mean (rounded upward
     to the nearest 1/16th of 1%) of the rates of interest per annum
     notified to the Agent by BofA as the rate of interest at which
     Dollar deposits in the approximate amount of the Offshore Rate
     Loan to be made, continued or converted by BofA and having a
     maturity comparable to such Interest Period, would be offered to
     major banks in the London interbank market at their request at
     approximately 11:00 a.m. (London time) two Business Days prior to
     the commencement of such Interest Period.  As used in this
     definition, "Dow Jones Page 3750" means the display designated
                  -------------------
     as "3750" on the Dow Jones Market Service (formerly known as the
     Telerate Service) or any replacement page thereof or successor
     thereto.

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

          "Organization Documents" means, for any Person, the
           ----------------------
     certificate or articles of incorporation, the bylaws, any
     certificate of determination or instrument relating to the

                                 18.



<PAGE>
<PAGE>

     rights of preferred shareholders of such corporation, any
     shareholder rights agreement, any other applicable organizational
     or constitutional documents and all applicable resolutions of the
     board of directors (or any committee thereof) of such Person

          "Other Taxes" means any present or future stamp, court or
           -----------
     documentary taxes or any other excise or property taxes, charges
     or similar levies which arise from any payment made hereunder or
     from the execution, delivery, performance, enforcement or
     registration of, or otherwise with respect to, this Agreement or
     any other Loan Documents.

          "Participant" has the meaning specified in subsection
           -----------
     11.08(d).

          "PBGC" means the Pension Benefit Guaranty Corporation, or
           ----
     any Governmental Authority succeeding to any of its principal
     functions under ERISA.

          "Pension Plan" means a pension plan (as defined in
           ------------
     Section 3(2) of ERISA) subject to Title IV of ERISA which the
     Company sponsors, maintains, or to which it makes, is making, or
     is obligated to make contributions, or in the case of a multiple
     employer plan (as described in Section 4064(a) of ERISA) has made
     contributions at any time during the immediately preceding five
     (5) plan years.

          "Perfection Certificate" means a certificate, in form and
           ----------------------
     substance reasonably satisfactory to the Agent, providing certain
     information relating to the Loan Parties and the Collateral.

          "Permitted Acquisition" means any Acquisition that
           ---------------------
     conforms to the following requirements:  (i) the assets, Person,
     division or line of business to be acquired is in a substantially
     similar or ancillary line of business as the Company, (ii) all
     transactions related to such Acquisition shall be consummated in
     accordance with applicable Requirements of Law, (iii) such
     Acquisition shall be non-hostile in nature, (iv) the prior,
     effective written consent or approval to such Acquisition of the
     board of directors or equivalent governing body of the acquiree is
     obtained, (v) immediately after giving effect to such Acquisition:
     (A) no Default or Event of Default shall have occurred and be
     continuing or would result therefrom, (B) 100% of the capital
     stock of any acquired or newly formed corporation, partnership,
     limited liability company or other business entity or, as the case
     may be, the assets, division or line of business acquired, is
     owned directly by the Parent or a U.S. Wholly-Owned Subsidiary of
     the Parent, and (C) all actions required to be taken with respect
     to any such acquired or newly formed Subsidiary under Section 7.14
     or as otherwise required under Section 7.15 shall have been taken,
     and (vi) in the case of any Significant Acquisition prior to the
     Collateral Release Date, the Majority Lenders shall have consented
     in writing to the consummation of such Acquisition.

          "Permitted Additional Subordinated Debt" has the meaning
           --------------------------------------
     specified in subsection 8.05(j).

          "Permitted Liens" has the meaning specified in Section 8.01.
           ---------------

                                 19.




<PAGE>
<PAGE>

          "Permitted Preferred Stock" has the meaning specified in
           -------------------------
     Section 8.20.

          "Permitted Receivables Purchase Facility" shall mean the
           ---------------------------------------
     Existing Receivables Purchase Facility, as amended as of the
     Closing Date pursuant to subsection 5.01(k) to reduce the
     commitments to extend credit or otherwise purchase accounts
     receivable thereunder to not more than $25,000,000, as such
     commitments to extend credit or otherwise purchase accounts
     receivable thereunder may be further amended from time to time as
     provided in Section 8.22.

          "Permitted Swap Obligations" means all obligations
           --------------------------
     (contingent or otherwise) of the Company or any Subsidiary
     existing or arising under Swap Contracts, provided that each of
                                               --------
     the following criteria is satisfied:  (a) such obligations are (or
     were) entered into by such Person in the ordinary course of
     business for the purpose of directly mitigating risks associated
     with liabilities, commitments or assets held by such Person, or
     changes in the value of securities issued by such Person in
     conjunction with a securities repurchase program not otherwise
     prohibited hereunder, and not for purposes of speculation or
     taking a "market view;" (b) such Swap Contracts do not contain (i)
     any provision ("walk-away" provision) exonerating the non-
     defaulting party from its obligation to make payments on
     outstanding transactions to the defaulting party, or (ii) with
     respect to any Swap Contract that is not a Specified Swap
     Contract, any provision creating or permitting the declaration of
     an event of default, termination event or similar event upon the
     occurrence of an Event of Default hereunder (other than an Event
     of Default under subsection 9.01(a).

          "Person" means an individual, partnership, corporation,
           ------
     limited liability company, business trust, joint stock company,
     trust, unincorporated association, joint venture, Governmental
     Authority or any other entity of whatever nature.

          "Plan" means an employee benefit plan (as defined in
           ----
     Section 3(3) of ERISA) which the Company sponsors or maintains or
     to which the Company makes, is making, or is obligated to make
     contributions and includes any Pension Plan.

          "Pledged Collateral" has the meaning specified in the
           ------------------
     Security Agreement.

          "Preferred Stock" means, as applied to the capital stock
           ---------------
     of any Person, the capital stock of any class or classes (however
     designated) that is preferred as to the payment of dividends, or
     as to the distribution of assets upon any voluntary or involuntary
     liquidation or dissolution of such Person, over shares of capital
     stock of such Person of any other class.

          "Pro Rata Share" means, as to any Lender at any time, the
           --------------
     percentage equivalent (expressed as a decimal, rounded to the
     ninth decimal place) at such time of (a) in the case of the
     Revolving Commitments or the Revolving Loans, such Lender's
     Revolving Commitment divided by the combined Revolving Commitments
     of all Lenders (or, if all Revolving Commitments have been
     terminated, the aggregate principal amount of such Lender's
     Revolving Loans divided by the aggregate principal amount of the
     Revolving Loans then held by all Lenders), (b) in the case of the
     Tranche A Term Commitments or

                                 20.


<PAGE>
<PAGE>

     the Tranche A Term Loans, such Lender's Tranche A Term Commitment
     divided by the combined Tranche A Term Commitments of all Lenders
     (or, if all Tranche A Term Commitments have been terminated, the
     aggregate principal amount of such Lender's Tranche A Term Loans
     divided by the aggregate principal amount of Tranche A Term Loans
     then held by all Lenders), (c) in the case of the Tranche B Term
     Commitments or the Tranche B Term Loans, such Lender's Tranche B
     Term Commitment divided by the combined Tranche B Term Commitments
     of all Lenders (or, if all Tranche B Term Commitments have been
     terminated, the aggregate principal amount of such Lender's
     Tranche B Term Loans divided by the aggregate principal amount of
     Tranche B Term Loans then held by all Lenders), and (d) in all
     other cases, such Lender's Commitment divided by the combined
     Commitments of all Lenders (or, if all Commitments have been
     terminated, the aggregate principal amount of such Lender's Loans
     divided by the aggregate principal amount of Loans then held by
     all Lenders).  The initial Pro Rata Shares of each Lender are set
     forth opposite such Lender's name in Schedule 2.01.
                                          -------------

          "Purchaser" means Sherman Acquisition Corporation, a
           ---------
     Georgia corporation and a Wholly-Owned Subsidiary of the Company.

          "Reimbursement Date" has the meaning set forth in Section 3.03.
           ------------------

          "Replacement Lender" has the meaning specified in Section 4.08.
           ------------------

          "Reportable Event" means, any of the events set forth in
           ----------------
     Section 4043(c) of ERISA or the regulations thereunder, other than
     any such event for which the 30-day notice requirement under ERISA
     has been waived in regulations issued by the PBGC.

          "Requirement of Law" means, as to any Person, any law
           ------------------
     (statutory or common), treaty, rule or regulation or determination
     of an arbitrator or of a Governmental Authority, in each case
     applicable to or binding upon the Person or any of its property or
     to which the Person or any of its property is subject.

          "Responsible Officer" means as to any Person, the chief
           -------------------
     executive officer or the president of such Person, or any other
     officer having substantially the same authority and
     responsibility; or, with respect to compliance with financial
     covenants, the chief financial officer or the treasurer of such
     Person, or any other officer having substantially the same
     authority and responsibility.

          "Revolving Commitment," as to each Lender, has the
           --------------------
     meaning specified in subsection 2.01(c).

          "Revolving Loan" has the meaning specified in Section
           --------------
     2.01(c).

          "Revolving Note" means a promissory note executed by the
           --------------
     Company in favor of a Lender pursuant to subsection 2.02(b), in
     substantially the form of Exhibit F.
                               ---------

          "Revolving Termination Date" means the earliest to occur
           --------------------------
     of:  (a) February 22, 2006, (b) the date on which the Tranche A
     Term Loans are prepaid in full; and (c) the

                                 21.



<PAGE>
<PAGE>

     date on which the Revolving Commitments terminate in accordance
     with the provisions of this Agreement.

          "S&P" means Standard & Poors Rating Group.
           ---

          "SEC Pro Forma Rules" means the SEC's requirements, as
           -------------------
     set forth in Regulation S-X promulgated by the SEC, for the
     preparation of pro forma financial statements and the making of
     pro forma adjustments in connection therewith.

          "Security Agreement" means a Security Agreement in
           ------------------
     substantially the form of Exhibit H.
                               ---------

          "Senior Funded Debt" means, as of any date of
           ------------------
     determination, all Funded Debt of the Parent and its Subsidiaries
     on such date which is not subordinated in right of payment to the
     Obligations, as determined on a consolidated basis in accordance
     with GAAP.

          "Senior Leverage Ratio" means, as of the date of
           ---------------------
     determination, the ratio of (a) Senior Funded Debt as of such date
     to (b) EBITDA for the period of the last four fiscal quarters
     ended on or prior to such date, in each case, of the Parent and
     its Subsidiaries, as determined on a consolidated basis in
     accordance with GAAP.

          "Significant Acquisition" means any Acquisition by the
           -----------------------
     Company or any Subsidiary in respect of which cash or cash
     equivalents and/or assumption and/or incurrence of Indebtedness
     exceeding $250,000,000 in the aggregate constitutes all or a
     portion of the consideration therefor.

          "Specified Assets" has the meaning specified in the
           ----------------
     Security Agreement.

          "Specified Swap Amount" means, at any time, in respect of
           ---------------------
     Specified Swap Contracts to which any Swap Provider is party, the
     Swap Termination Value relating thereto; provided that for
                                              --------
     purposes of this definition, any Swap Termination Value that is
     negative as to (i.e., owing by) any Swap Provider shall be deemed
     equal to zero (0).

          "Specified Swap Contract" means any Swap Contract made or
           -----------------------
     entered into at any time, or in effect at any time (whether
     heretofore or hereafter), whether directly or indirectly, and
     whether as a result of assignment or transfer or otherwise,
     between the Company and any Swap Provider which Swap Contract is
     or was intended by the Company to have been entered into, in part
     or entirely, for purposes of mitigating interest rate or currency
     exchange risk relating to any Loan (which intent shall
     conclusively be deemed to exist if the Company so represents to
     the Swap Provider in writing), and as to which the final scheduled
     payment by the Company is not later than the Revolving Termination
     Date.

          "Standby Letter of Credit" means a standby Letter of
           ------------------------
     Credit Issued to support obligations of the Company or any
     Subsidiary, contingent or otherwise.

                                 22.



<PAGE>
<PAGE>

          "Subordinated Debt" means (i) the 8-3/4% Senior
           -----------------
     Subordinated Notes due 2008 of the Company; (ii) the 5%
     Convertible Subordinated Notes due 2002 of the Parent; and (iii)
     any Permitted Additional Subordinated Debt.

          "Subordinated Debt Documents" means any documents and
           ---------------------------
     instruments evidencing any Subordinated Debt.

          "Subsidiary" of a Person means any corporation,
           ----------
     association, partnership, limited liability company, joint venture
     or other business entity of which more than 50% of the voting
     stock, membership interests or other equity interests (in the case
     of Persons other than corporations), is owned or controlled
     directly or indirectly by the Person, or one or more of the
     Subsidiaries of the Person, or a combination thereof.  Unless the
     context otherwise clearly requires, references herein to a
     "Subsidiary" refer to a Subsidiary of the Parent.

          "Supremex Credit Agreement" means the Loan Agreement
           -------------------------
     dated June 9, 1998, among Supremex, Inc., as borrower, the Parent
     and the Company, as guarantors, and BofA, as lender.

          "Surety Instruments" means all letters of credit
           ------------------
     (including standby and commercial), banker's acceptances, bank
     guaranties, shipside bonds, surety bonds and similar instruments.

          "Swap Contract" means any agreement, whether or not in
           -------------
     writing, relating to any transaction that is a rate swap, basis
     swap, forward rate transaction, commodity swap, commodity option,
     equity or equity index swap or option, bond, note or bill option,
     interest rate option, forward foreign exchange transaction, cap,
     collar or floor transaction, currency swap, cross-currency rate
     swap, swaption, currency option or any other, similar transaction
     (including any option to enter into any of the foregoing) or any
     combination of the foregoing, and, unless the context otherwise
     clearly requires, any master agreement relating to or governing
     any or all of the foregoing.

          "Swap Provider" means any Lender, or any Affiliate of any
           -------------
     Lender, that is at the time of determination party to a Swap
     Contract with the Company.

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

          "Swingline Bank" means BofA, in its capacity as maker of
           --------------
     Swingline Loans hereunder.  Specific reference to the Swingline
     Bank shall exclude the Swingline Bank in its capacity as a Lender
     hereunder.

                                 23.



<PAGE>
<PAGE>

          "Swingline Commitment" has the meaning specified in
           --------------------
     subsection 2.06(a).

          "Swingline Loan" has the meaning specified in subsection
           --------------
     2.06(a).

          "Taxes" means any and all present or future taxes,
           -----
     levies, assessments, imposts, duties, deductions, fees,
     withholdings or similar charges, and all liabilities with respect
     thereto, excluding, in the case of each Lender and the Agent,
     respectively, taxes imposed on or measured by its net income by
     the jurisdiction (or any political subdivision thereof) under the
     laws of which such Lender or the Agent, as the case may be, is
     organized or maintains a Lending Office.

          "Tender Offer" means the offer to purchase all
           ------------
     outstanding shares of common stock of the Acquired Company for
     cash in accordance with the terms of the Offer.

          "Tender Offer Expiry Date" means the date on which all
           ------------------------
     conditions to the Purchaser's obligation to purchase shares of the
     Acquired Company pursuant to the Tender Offer as set forth in
     Section 1.1(a) of the Merger Agreement have been satisfied or
     waived.

          "Term Loans" mean the Tranche A Term Loans and the
           ----------
     Tranche B Term Loans.

          "Total Funded Debt" means, as of any date of
           -----------------
     determination, all Funded Debt of the Parent and its Subsidiaries
     on such date.

          "Total Leverage Ratio" means, as of the date of
           --------------------
     determination, the ratio of (a) Total Funded Debt as of such date
     to (b) EBITDA for the period of the last four fiscal quarters
     ended on or prior to such date, in each case, of the Parent and
     its Subsidiaries, as determined on a consolidated basis in
     accordance with GAAP.

          "Tranche A Term Commitment," as to each Lender, has the
           -------------------------
     meaning specified in subsection 2.01(a).

          "Tranche A Term Loan" has the meaning specified in
           -------------------
     subsection 2.01(a).

          "Tranche A Term Maturity Date" means February 22, 2006.
           ----------------------------

          "Tranche A Term Note" means a promissory note executed by
           -------------------
     the Company in favor of a Lender pursuant to subsection 2.02(b),
     in substantially the form of Exhibit G-1.
                                  -----------

          "Tranche B Term Commitment," as to each Lender, has the
           -------------------------
     meaning specified in subsection 2.01(b).

          "Tranche B Term Loan" has the meaning specified in
           -------------------
     subsection 2.01(b).

          "Tranche B Term Maturity Date" means February 22, 2007.
           ----------------------------

          "Tranche B Term Note" means a promissory note executed by
           -------------------
     the Company in favor of a Lender pursuant to subsection 2.02(b),
     in substantially the form of Exhibit G-2.
                                  -----------

                                 24.



<PAGE>
<PAGE>

          "Transaction" means, collectively, the Acquisition of the
           -----------
     Acquired Company, through the Tender Offer, undertaken by the
     Purchaser and the Merger.

          "Transaction Documents" means the Merger Agreement,
           ---------------------
     together with the Offer, and all other documents and agreements
     entered into between the Acquired Company and the Company, the
     Purchaser or any of the Company's other Subsidiaries in
     furtherance of the transactions contemplated by the foregoing.

          "Type" has the meaning specified in the definition of
           ----
     "Loan."

          "UCC" means the Uniform Commercial Code as in effect in
           ---
     the State of California.

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

          "United States" and "U.S." each means the United
           -------------      -----
     States of America.

          "U.S. Subsidiary" or "U.S. Wholly-Owned Subsidiary"
           ---------------      ----------------------------
     means a Subsidiary or a Wholly Owned Subsidiary, respectively,
     that is incorporated under the laws of any jurisdiction (including
     territories) of the United States or located in and a resident of
     the United States.

          "Wholly-Owned Subsidiary" means any corporation in which
           -----------------------
     (other than directors' qualifying shares required by law) 100% of
     the capital stock of each class having ordinary voting power, and
     100% of the capital stock of every other class, in each case, at
     the time as of which any determination is being made, is owned,
     beneficially and of record, by the Company, or by one or more of
     the other Wholly-Owned Subsidiaries, or both.

     1.02 Other Interpretive Provisions. (a) The meanings of
          -----------------------------
defined terms are equally applicable to the singular and plural forms of
the defined terms.

          (b)    The words "hereof," "herein," "hereunder" and
similar words refer to this Agreement as a whole and not to any
particular provision of this Agreement; and subsection, Section,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

          (c)    (i)   The term "documents" includes any and all
instruments, documents, agreements, certificates, indentures, notices
and other writings, however evidenced.

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

          (iii)  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."


                                 25.


<PAGE>
<PAGE>

          (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 the
statute or regulation.

          (e)    The captions and headings of this Agreement are for
convenience of reference only and shall not affect the interpretation of
this Agreement.

          (f)    This Agreement and 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.  Unless otherwise expressly provided, any reference to any action
of the Agent or the Lenders by way of consent, approval or waiver shall
be deemed modified by the phrase "in its/their sole discretion."

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

     1.03 Accounting Principles. (a) Unless the context otherwise
          ---------------------
clearly requires, all accounting terms not expressly defined herein
shall be construed, and all financial computations required under this
Agreement shall be made, in accordance with GAAP, consistently applied;
provided, however, that if GAAP shall have been modified after the
--------  -------
Closing Date and the application of such modified GAAP shall have a
material effect on such financial computations (including the
computations required for the purpose of determining compliance with the
covenants set forth in Article VIII), then such computations shall be
made and such financial statements, certificates and reports shall be
prepared, and all accounting terms not otherwise defined herein shall be
construed, in accordance with GAAP as in effect prior to such
modification, unless and until the Majority Lenders and the Company
shall have agreed upon the terms of the application of such modified
GAAP.

          (b)    References herein to "fiscal year" and "fiscal
quarter" refer to such fiscal periods of the Company.

          (c)    Without limiting the generality of the preceding
subsection (a), all pro forma financial computations required under this
Agreement shall be made in accordance with the SEC Pro Forma Rules.

                                 26.



<PAGE>
<PAGE>


                                ARTICLE II


                               THE CREDITS
                               -----------

     2.01 Amounts and Terms of Commitments. (a) The Tranche A
          --------------------------------      --------------
Term Credit.  Each Lender severally agrees, on the terms and
-----------
conditions set forth herein, to make a single loan to the Company (each
such loan, a "Tranche A Term Loan") on the Closing Date in an amount
              -------------------
not to exceed the amount set forth opposite such Lender's name on
Schedule 2.01 under the heading "Tranche A Term Commitment" (such
-------------
amount, as the same may be reduced under Section 2.05 or Section 2.08 or
reduced or increased as a result of one or more assignments under
Section 11.08, such Lender's "Tranche A Term Commitment");
                              -------------------------
provided, however, that after giving effect to any Borrowing of
--------  -------
Tranche A Term Loans, (i) the Effective Amount of Tranche A Term Loans
of such Lender shall not exceed its Tranche A Term Commitment; and (ii)
the Effective Amount of all outstanding Revolving Loans plus the
                                                        ----
Effective Amount of all Swingline Loans plus the Effective Amount of
                                        ----
all L/C Obligations plus the Effective Amount of all outstanding Term
                    ----
Loans shall not exceed the Aggregate Commitment.  Amounts borrowed as
Tranche A Term Loans which are repaid or prepaid by the Company may not
be reborrowed.

          (b)    The Tranche B Term Credit.  Each Lender
                 -------------------------
severally agrees, on the terms and conditions set forth herein, to make
a single loan to the Company (each such loan, a "Tranche B Term
                                                 ---------------
Loan") on the Closing Date in an amount not to exceed the amount set
----
forth opposite such Lender's name on Schedule 2.01 under the heading
                                     -------------
"Tranche B Term Commitment" (such amount, as the same may be reduced
under Section 2.05 or Section 2.08 or reduced or increased as a result
of one or more assignments under Section 11.08, such Lender's "Tranche
                                                              ---------
B Term Commitment"); provided, however, that after giving effect
-----------------    --------  -------
to any Borrowing of Tranche B Term Loans, (i) the Effective Amount of
Tranche B Term Loans of such Lender shall not exceed its Tranche B Term
Commitment; and (ii) the Effective Amount of all outstanding Revolving
Loans plus the Effective Amount of all Swingline Loans plus the
      ----                                             ----
Effective Amount of all L/C Obligations plus the Effective Amount of
                                        ----
all outstanding Term Loans shall not exceed the Aggregate Commitment.
Amounts borrowed as Tranche B Term Loans which are repaid or prepaid by
the Company may not be reborrowed.

          (c)    The Revolving Credit.  Each Lender severally
                 --------------------
agrees, on the terms and conditions set forth herein, to make loans to
the Company (each such loan, a "Revolving Loan") from time to time on
                                --------------
any Business Day during the period from the Closing Date to the
Revolving Termination Date, in an aggregate amount not to exceed at any
time the amount set forth opposite such Lender's name on Schedule
                                                         ---------
2.01 under the heading "Revolving Commitment" (such amount, as the
----
same may be reduced under Section 2.05 or Section 2.08 or reduced or
increased as a result of one or more assignments under Section 11.08,
such Lender's "Revolving Commitment"); provided, however, that
               --------------------    --------  -------
after giving effect to any Borrowing of Revolving Loans, (i) the
Effective Amount of all outstanding Revolving Loans and Swingline Loans,
and the Effective Amount of all L/C Obligations, shall not at any time
exceed the combined Revolving Commitments; (ii) the Effective Amount of
the Revolving Loans of any Lender, plus the participation of such
                                   ----
Lender in the Effective Amount of all L/C Obligations and Swingline
Loans, shall not at any time exceed such Lender's Revolving Commitment;
and (iii) the Effective Amount of all outstanding Revolving Loans plus
                                                                  ----
the Effective Amount of all Swingline Loans plus the Effective Amount
                                            ----
of all L/C Obligations plus the Effective Amount of
                       ----

                                 27.



<PAGE>
<PAGE>

all outstanding Term Loans shall not exceed the Aggregate Commitment.
Within the limits of each Lender's Commitment, and subject to the other
terms and conditions hereof, the Company may borrow under this
subsection 2.01(c), prepay under Section 2.07 and reborrow under this
subsection 2.01(c).

     2.02 Loan Accounts. (a) The Loans made by each Lender and the
          -------------
Letters of Credit Issued by the Issuing Bank shall be evidenced by one
or more accounts or records maintained by the Agent, such Lender or
Issuing Bank, as the case may be, in the ordinary course of business.
The accounts or records maintained by the Agent, the Issuing Bank and
each Lender shall be conclusive absent manifest error of the amount of
the Loans made by the Lenders to the Company and the Letters of Credit
Issued for the account of the Company, and the interest and payments
thereon.  Any failure so to record or any error in doing so shall not,
however, limit or otherwise affect the obligation of the Company
hereunder to pay any amount owing with respect to the Loans or any
Letter of Credit.

          (b)    The Loans made by such Lender shall also be
evidenced by one or more Notes, instead of or in addition to loan
accounts.  Each such Lender shall endorse on the schedules annexed to
its Note(s) the date, amount and maturity of each Loan made by it and
the amount of each payment of principal made by the Company with respect
thereto.  Each such Lender is irrevocably authorized by the Company to
endorse its Note(s) and each Lender's record shall be conclusive absent
manifest error; provided, however, that the failure of a Lender to
                --------  -------
make, or an error in making, a notation thereon with respect to any Loan
shall not limit or otherwise affect the obligations of the Company
hereunder or under any such Note to such Lender.

     2.03 Procedure for Borrowing. (a) Each Borrowing of Revolving Loans
          -----------------------
or Term Loans shall be made upon the Company's irrevocable written notice
delivered to the Agent in the form of a Notice of Borrowing (which notice
must be received by the Agent not later than 9:00 a.m. San Francisco time
(i) at least three Business Days prior to the requested Borrowing Date,
in the case of Offshore Rate Loans, and (ii) at least one Business Day
prior to the requested Borrowing Date, in the case of Base Rate Loans),
specifying:

                      (A)   the amount of the Borrowing, which shall be in a
          Minimum Amount;

                      (B)   whether Revolving Loans or Term Loans only, or
          Revolving Loans and Term Loans, are requested, and in the
          latter case the respective amounts thereof;

                      (C)   the requested Borrowing Date, which shall be a
          Business Day;

                      (D)   the Type of Loans comprising the Borrowing; and

                      (E)   if applicable, the duration of the Interest
          Period applicable to such Loans included in such notice,
          subject to the provisions of the definition of "Interest
          Period" herein.  If the Notice of Borrowing fails to specify
          the

                                 28.


<PAGE>
<PAGE>

          duration of the Interest Period for any Borrowing comprised
          of Offshore Rate Loans, such Interest Period shall be three
          months;

provided, however, that with respect to the Borrowing to be made
--------  -------
on the Closing Date, the Notice of Borrowing shall be delivered to the
Agent not later than 10:00 a.m. (San Francisco time) one Business Day
before the Closing Date and such Borrowing will consist of Base Rate
Loans only or such other Type of Loans as may be agreed to by the
Lenders; and further provided that if so requested by the Agent, all
             ------- --------
Borrowings during the first 60 days following the Closing Date shall
have the same Interest Period and shall be Base Rate Loans or Offshore
Rate Loans for Interest Periods no longer than one month.

          (b)    The Agent will promptly notify each Lender of its
receipt of any Notice of Borrowing and of the amount of such Lender's
Pro Rata Share of that Borrowing.

          (c)    Each Lender will make the amount of its Pro Rata
Share of each Borrowing available to the Agent for the account of the
Company at the Agent's Payment Office by 11:00 a.m. (San Francisco time)
on the Borrowing Date requested by the Company in funds immediately
available to the Agent.  The proceeds of each such Borrowing will then
be made available to the Company by the Agent at such office by
crediting the account of the Company on the books of BofA with the
aggregate of the amounts made available to the Agent by the Lenders and
in like funds as received by the Agent, or if requested by the Company,
by wire transfer in accordance with written instructions provided to the
Agent by the Company of such funds as received by the Agent, unless on
the date of the Borrowing all or any portion of the proceeds thereof
shall then be required to be applied to the repayment of any outstanding
Loans, in which case such proceeds or portion thereof shall be applied
to the payment of such Loans.

          (d)    After giving effect to any Borrowing, unless the
Agent shall otherwise consent, there may not be more than six different
Interest Periods in effect.

     2.04 Conversion and Continuation Elections. (a) The Company
          -------------------------------------
may, upon irrevocable written notice to the Agent in accordance with
subsection 2.04(b):

          (i)    elect, as of any Business Day, in the case of Base
Rate Loans (other than Swingline Loans), or as of the last day of the
applicable Interest Period, in the case of Offshore Rate Loans, to
convert any such Loans (or any part thereof in a Minimum Amount) into
Loans of the other Type; or

          (ii)   elect, as of the last day of the applicable
Interest Period, to continue any Revolving Loans or Term Loans having
Interest Periods expiring on such day (or any part thereof in a Minimum
Amount);

provided that if at any time the aggregate amount of Offshore Rate
--------
Loans in respect of any Borrowing is reduced, by payment, prepayment, or
conversion of part thereof to be less than $10,000,000, such Offshore
Rate Loans shall automatically convert into Base Rate Loans, and on and
after such date the right of the Company to continue such Loans as, and
convert such Loans into, Offshore Rate Loans shall terminate.

                                 29.



<PAGE>
<PAGE>

          (b)    The Company shall deliver a Notice of Conversion/
Continuation to be received by the Agent (i) not later than 9:00 a.m.
(San Francisco time) at least three Business Days in advance of the
Conversion/Continuation Date, if the Loans are to be converted into or
continued as Offshore Rate Loans; and (ii) not later than 9:00 a.m.
San Francisco time at least one Business Day in advance of the Conversion/
Continuation Date, if the Loans are to be converted into Base Rate Loans,
specifying:

                      (A)  the proposed Conversion/Continuation Date;

                      (B)  the aggregate amount of Loans to be
          converted or continued;

                      (C)  the Type of Loans resulting from the
          proposed conversion or continuation; and

                      (D)  other than in the case of conversions into
          Base Rate Loans, the duration of the requested Interest
          Period, subject to the provisions of the definition of
          "Interest Period" herein.

          (c)    If upon the expiration of any Interest Period
applicable to Offshore Rate Loans, the Company has failed to select
timely a new Interest Period to be applicable to such Offshore Rate
Loans or if any Event of Default then exists, the Company shall be
deemed to have elected to convert such Offshore Rate Loans into Base
Rate Loans effective as of the expiration date of such Interest Period.

          (d)    The Agent will promptly notify each Lender of its
receipt of a Notice of Conversion/Continuation, or, if no timely notice
is provided by the Company, the Agent will promptly notify each Lender
of the details of any automatic conversion.  All conversions and
continuations shall be made ratably according to the respective
outstanding principal amounts of the Loans with respect to which the
notice was given held by each Lender.

          (e)    Unless the Majority Lenders otherwise consent,
during the existence of Event of Default, the Company may not elect to
have a Loan converted into or continued as an Offshore Rate Loan.

          (f)    After giving effect to any conversion or
continuation of Loans, unless the Agent shall otherwise consent, there
may not be more than six different Interest Periods in effect.

     2.05 Voluntary Termination or Reduction of Commitments. (a)
          -------------------------------------------------
The Company may, upon not less than three Business Days' prior notice to
the Agent, terminate the Revolving Commitments, or permanently reduce
the Revolving Commitments, provided that the aggregate amount of any
                           --------
partial reduction is in a Minimum Amount; unless, after giving effect
thereto and to any prepayments of any Loans made on the effective date
thereof, (i) the Effective Amount of all Swingline Loans, Revolving
Loans, Term Loans and L/C Obligations together would exceed the amount
of the Aggregate Commitment then in effect, or (ii) the Effective Amount
of all L/C Obligations then outstanding would exceed the L/C Commitment.
Once reduced in accordance with this Section 2.05, the Revolving
Commitments may not be increased.  Any reduction of the Revolving
Commitments shall be applied to each Lender according to its Pro Rata
Share.  If and

                                 30.



<PAGE>
<PAGE>

to the extent specified by the Company in the notice to the Agent, some or
all of the reduction in the Revolving Commitments shall be applied to
reduce the L/C Commitment and the Swingline Commitment.  All accrued
commitment and letter of credit fees to, but not including, the
effective date of any termination of Revolving Commitments, shall be
paid on the effective date of such termination.

          (b)    At no time shall the Swingline Commitment exceed
the combined Revolving Commitments and any reduction of the Revolving
Commitments which reduces the combined Revolving Commitments below the
then-current amount of the Swingline Commitment shall result in an
automatic corresponding reduction of the Swingline Commitment to the
amount of the combined Revolving Commitments, as so reduced, without any
action on the part of the Swingline Bank.

     2.06 Swingline Loans.  (a) Subject to the terms and conditions
          ---------------
hereof, the Swingline Bank agrees to make a portion of the Revolving
Commitment available to the Company by making swingline loans
denominated in Dollars (individually, a "Swingline Loan", and,
                                         --------------
collectively, the "Swingline Loans") to the Company on any Business
                   ---------------
Day during the period from the Closing Date to the Revolving Termination
Date in accordance with the procedures set forth in this Section 2.06 in
an aggregate principal amount at any one time outstanding not to exceed
Twenty Million Dollars ($20,000,000), notwithstanding the fact that such
Swingline Loans, when aggregated with any other Credit Extensions made
by or participated in by the Swingline Bank, may exceed the Swingline
Bank's Revolving Commitment (the amount of such commitment of the
Swingline Bank to make Swingline Loans to the Company pursuant to this
subsection 2.06(a), as the same shall be reduced pursuant to Section
2.05 or Section 2.08 or as a result of any assignment pursuant to
Section 11.08, the Swingline Bank's "Swingline Commitment");
                                     --------------------
provided that at no time shall (i) the sum of the Effective Amount of
--------
all Swingline Loans plus the Effective Amount of all Revolving Loans
                    ----
plus the Effective Amount of all L/C Obligations exceed the combined
----
Revolving Commitments, or (ii) the Effective Amount of all Swingline
Loans exceed the Swingline Commitment.  Additionally, no more than five
Swingline Loans may be outstanding at any one time, and all Swingline
Loans shall at all times be Base Rate Loans or accrue interest at such
other rate as may be agreed to by the Swingline Bank and the Company.
Within the foregoing limits, and subject to the other terms and
conditions hereof, the Company may borrow under this subsection 2.06(a),
prepay pursuant to Section 2.07 and reborrow pursuant to this subsection
2.06(a).

          (b)    The Company shall provide the Agent irrevocable
written notice (including notice via facsimile confirmed immediately by
a telephone call) in the form of a Notice of Borrowing of any Swingline
Loan requested hereunder (which notice must be received by the Agent
prior to 8:00 a.m. (San Francisco time) on the requested Borrowing Date)
specifying (i) the amount to be borrowed, which shall be in a Minimum
Amount (unless otherwise agreed by the Swingline Bank), and (ii) the
requested Borrowing Date, which shall be a Business Day.  Unless the
Swingline Bank has received notice prior to 9:00 a.m. (San Francisco
time) on such Borrowing Date from the Agent (including at the request of
any Lender) (A) directing the Swingline Bank not to make the requested
Swingline Loan as a result of the limitations set forth in the
proviso set forth in the first sentence of subsection 2.06(a); or (B)
-------
that one or more conditions specified in Article V are not then
satisfied; then, subject to the terms and conditions hereof, the
           ----
Swingline Bank will, not later than 12:00 p.m. (San Francisco

                                 31.



<PAGE>
<PAGE>

time) on the Borrowing Date specified in such Notice of Borrowing, make
the amount of its Swingline Loan available to the Company by crediting
the account of the Company on the books of BofA or if requested by the
Company, by wire transfer in accordance with written instructions
provided to the Agent by the Company.  The Agent will notify the Lenders
on a quarterly basis if any Swingline Loan Borrowings occurred during
such quarter.

          (c)    The Company shall repay to the Swingline Bank in
full on the Revolving Termination Date the aggregate principal amount of
the Swingline Loans outstanding on the Revolving Termination Date.

          (d)    For one Business Day during each successive five
Business Day period the aggregate principal amount of Swingline Loans
shall be $0 (a "Clean-Up Day").  The Company shall prepay the
                ------------
outstanding principal amount of the Swingline Loans in whole to the
extent required so that a Clean-Up Day may occur in each such five
Business Day period as provided in this subsection 2.06(d) (which
Swingline Loans may not be reborrowed until such Clean-Up Day has
ended).

          (e)    If:

          (i)    any Swingline Loans shall remain outstanding at
4:00 p.m. (San Francisco time) on the Business Day immediately prior to
a Clean-Up Day and by such time on such Business Day the Agent shall
have received neither:  (A) a Notice of Borrowing delivered pursuant to
Section 2.03 requesting that Revolving Loans be made pursuant to
subsection 2.01 on the Clean-Up Day in an amount at least equal to the
aggregate principal amount of such Swingline Loans; nor (B) any other
notice indicating the Company's intent to repay such Swingline Loans
with funds obtained from other sources; or

          (ii)   any Swingline Loans shall remain outstanding during
the existence of a Default or Event of Default and the Swingline Bank
shall in its sole discretion notify the Agent that the Swingline Bank
desires that such Swingline Loans be converted into Revolving Loans;

then the Agent shall be deemed to have received a Notice of Borrowing
----
from the Company pursuant to Section 2.03 requesting that Base Rate
Loans be made pursuant to subsection 2.01(c) on such Clean-Up Day (in
the case of the circumstances described in clause (i) above) or on the
first Business Day subsequent to the date of such notice from the
Swingline Bank (in the case of the circumstances described in clause
(ii) above) in an amount equal to the aggregate amount of such Swingline
Loans, and the procedures set forth in subsections 2.03(b) and 2.03(c)
shall be followed in making such Base Rate Loans; provided, that such
                                                  --------
Base Rate Loans shall be made notwithstanding the Company's failure to
comply with Section 5.02; and provided, further, that if a Borrowing of
                              --------  -------
Revolving Loans becomes legally impracticable and if so required by the
Swingline Bank at the time such Revolving Loans are required to be made
by the Lenders in accordance with this subsection 2.06(e), each Lender
agrees that in lieu of making Revolving Loans as described in this
subsection 2.06(e), such Lender shall purchase a participation from the
Swingline Bank in the applicable Swingline Loans in an amount equal to
such Lender's Pro Rata Share of such Swingline Loans, and the procedures
set forth in subsections 2.03(b) and 2.03(c) shall be followed in
connection with the purchases of such participations.  Upon such
purchases of participations the prepayment requirements of subsection
2.06(d) shall be deemed waived

                                 32.



<PAGE>
<PAGE>

with respect to such Swingline Loans.  If any Swingline Loan shall
remain outstanding in lieu of a Borrowing of Revolving Loans as provided
above, interest on such Swingline Loan shall be due and payable on
demand and shall accrue at the rate then applicable to Base Rate Loans.
The proceeds of such Base Rate Loans, or participations purchased, shall
be applied to repay such Swingline Loans.  A copy of each notice given
by the Agent to the Lenders pursuant to this subsection 2.06(e) with
respect to the making of Revolving Loans, or the purchases of
participations, shall be promptly delivered by the Agent to the Company.
Each Lender's obligation in accordance with this Agreement to make the
Revolving Loans, or purchase the participations, as contemplated by this
subsection 2.06(e), shall be absolute and unconditional and shall not be
affected by any circumstance, including (1) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have against
the Swingline Bank, the Company or any other Person for any reason
whatsoever; (2) the occurrence or continuance of a Default, an Event of
Default or a Material Adverse Effect; or (3) any other circumstance,
happening or event whatsoever, whether or not similar to any of the
foregoing.

     2.07 Optional Prepayments.  Subject to Section 4.04, the
          --------------------
Company may, at any time or from time to time, upon not less than (i)
three Business Days' irrevocable notice to the Agent given by 9:00 a.m.
San Francisco time, in the case of Offshore Rate Loans, and (ii) one
Business Day's irrevocable notice to the Agent given by 9:00 a.m. San
Francisco time, in the case of Base Rate Loans, prepay the Term Loans,
Revolving Loans or Swingline Loans (ratably among the Lenders) in whole
or in part, in Minimum Amounts.  Such notice of prepayment shall specify
the date and amount of such prepayment, whether such prepayment of Loans
is of Term Loans, Revolving Loans or Swingline Loans (or a combination
thereof), and the Type(s) of Loans to be prepaid.  The Agent will
promptly notify the Swingline Bank (in the case of any prepayment of
Swingline Loans) and each Lender of its receipt of any such notice, and
of such Lender's Pro Rata Share of such prepayment.  If such notice is
given by the Company, the Company shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the
date specified therein, together with (other than in the case of Base
Rate Loans) accrued interest to each such date on the amount prepaid and
any amounts required pursuant to Section 4.04.  Except as set forth in
the following sentence, optional prepayments of Term Loans shall be
applied pro rata to the Tranche A Term Loans and Tranche B Term Loans
then outstanding, and, within each tranche, pro rata with respect to
each remaining installment of principal.  Notwithstanding the preceding
sentence, the Company may, in accordance with this Section 2.07, prepay
in full (but not in part) the Tranche B Term Loans then outstanding
(free from the requirement set forth in the preceding sentence that the
Company also prepay pro rata the Tranche A Term Loans then outstanding)
using proceeds from the incurrence of Permitted Additional Subordinated
Debt or from the issuance of common stock or Permitted Preferred Stock
of the Parent, provided that such proceeds are so used within 90 days of
their receipt by the Parent, the Company or any Subsidiary, as the case
may be.

     2.08 Mandatory Prepayments of Loans; Mandatory Commitment
          -----------------------------------------------------
Reductions. (a) If on the Closing Date the aggregate Term Commitments
----------
shall exceed the outstanding principal amount of the Term Loans made,
such unused portion of the Term Commitments shall automatically
terminate on the Closing Date.

          (b)    If on any date the Effective Amount of L/C
Obligations exceeds the L/C Commitment, the Company shall Cash
Collateralize on such date the outstanding Letters of

                                 33.



<PAGE>
<PAGE>

Credit in an amount equal to the excess of the maximum amount then
available to be drawn under the Letters of Credit over the L/C
Commitment.  Subject to Section 4.04, if on any date after giving effect
to any Cash Collateralization made on such date pursuant to the
preceding sentence, the Effective Amount of all Loans then outstanding
plus the Effective Amount of all L/C Obligations shall exceed the
----
Aggregate Commitment, the Company shall immediately, and without notice
or demand, prepay the outstanding principal amount of the Loans and L/C
Advances by an amount equal to the applicable excess.

          (c)    If the Parent, the Company or any Subsidiary shall
at any time or from time to time make or agree to make a Disposition, or
shall suffer an Event of Loss, then (i) the Company shall promptly
notify the Agent of such proposed Disposition or Event of Loss
(including the amount of the estimated Net Proceeds to be received by
the Parent, the Company or such Subsidiary in respect thereof) and (ii)
promptly upon, and in no event later than one Business Day after,
receipt by the Parent, the Company or the Subsidiary of the Net Proceeds
of such Disposition or Event of Loss, the Company shall prepay Term
Loans in an aggregate amount equal to the amount of such Net Proceeds;
provided that the provisions of this subsection (c) shall not apply
--------
to the first $10,000,000 of Net Proceeds received by the Parent, the
Company or any Subsidiary (on an aggregate basis) in any fiscal year.

          (d)    (i) Any prepayments pursuant to this Section 2.08
shall be applied first to any Base Rate Loans then outstanding and then
to Offshore Rate Loans with the shortest Interest Periods remaining;
provided, however, that if the amount of Base Rate Loans then
--------  -------
outstanding is not sufficient to satisfy the entire prepayment
requirement, the Company may, at its option, place any amounts which it
would otherwise be required to use to prepay Offshore Rate Loans on a
day other than the last day of the Interest Period therefor in an
interest-bearing account pledged to the Agent for the benefit of the
Lenders under the Security Agreement until the end of such Interest
Period, at which time such pledged amounts will be applied to prepay
such Offshore Rate Loans.  The Company shall pay, together with each
prepayment under this Section 2.08, accrued interest on the amount of
any Offshore Rate Loans prepaid and any amounts required pursuant to
Section 4.04.  (ii) Any prepayments of Term Loans pursuant to this
Section 2.08 shall be applied pro rata to the Tranche A Term Loans and
Tranche B Term Loans then outstanding, and, within each tranche, pro
rata with respect to each remaining installment of principal.

     2.09 Repayment. (a)  The Tranche A Term Credit.  The Company
          ---------       -------------------------
shall repay to the Agent for the account of the Lenders the Tranche A
Term Loans in the aggregate principal amounts and on the dates set forth
on Schedule 2.09.
   -------------

          (b)    The Tranche B Term Credit.  The Company shall
                 -------------------------
repay to the Agent for the account of the Lenders the Tranche B Term
Loans in the aggregate principal amounts and on the dates set forth on
Schedule 2.09.
-------------

          (c)    The Revolving Credit.  The Company shall repay
                 --------------------
to Agent for the account of the Lenders on the Revolving Termination
Date the aggregate principal amount of Revolving Loans outstanding on
such date.

                                 34.

<PAGE>
<PAGE>


     2.10 Interest. (a) (i) Each Revolving Loan and Term Loan
          --------
shall bear interest on the outstanding principal amount thereof from the
applicable Borrowing Date at a rate per annum equal to the Offshore Rate
or the Base Rate, as the case may be (and subject to the Company's right
to convert to other Types of Loans under Section 2.04), plus the
                                                        ----
Applicable Margin.  (ii) Each Swingline Loan shall bear interest on the
outstanding principal amount thereof from the applicable Borrowing Date
at a rate per annum equal to the Base Rate plus the Applicable Margin,
                                           ----
or at such other rate as may be agreed to by the Swingline Bank.

          (b)    Interest on each Revolving Loan, Term Loan and
Swingline Loan shall be paid in arrears on each Interest Payment Date.
Interest shall also be paid on the date of any prepayment of Loans
(other than Base Rate Loans) under Section 2.06 or 2.07 for the portion
of such Loans so prepaid and upon payment (including prepayment) in full
thereof and, during the existence of any Event of Default, interest
shall be paid on demand of the Agent at the request or with the consent
of the Majority Lenders.

          (c)    Notwithstanding subsection (a) of this Section,
during the existence of any Event of Default under subsection 9.01(a),
9.01(c), 9.01(e), 9.01(k) or 9.01(m) as a consequence of the failure of
the Parent or the Company to observe or perform or cause to be observed
or performed any term, covenant or agreement contained in Section 7.12
or Article VIII, or after acceleration, the Company shall pay interest
(after as well as before entry of judgment thereon to the extent
permitted by law) on the principal amount of all outstanding
Obligations, at a rate per annum which is determined by adding 2% per
annum to the Applicable Margin then in effect for such Loans and, in the
case of Obligations not subject to an Applicable Margin, at a rate per
annum equal to the Base Rate plus the Applicable Margin then in
                             ----
effect for Base Rate Loans, plus 2% per annum; provided,
                            ----               --------
however, that on and after the expiration of any Interest Period
-------
applicable to any Offshore Rate Loan outstanding on the date of
occurrence of such Event of Default or acceleration, the principal
amount of such Loan shall, during the continuation of such Event of
Default or after acceleration, bear interest at a rate per annum equal
to the Base Rate, plus the Applicable Margin then in effect for Base
                  ----
Rate Loans, plus 2% per annum.
            ----

          (d)    Anything herein to the contrary notwithstanding,
the obligations of the Company to any Lender hereunder shall be subject
to the limitation that payments of interest shall not be required for
any period for which interest is computed hereunder, to the extent (but
only to the extent) that contracting for or receiving such payment by
such Lender would be contrary to the provisions of any law applicable to
such Lender limiting the highest rate of interest that may be lawfully
contracted for, charged or received by such Lender, and in such event
the Company shall pay such Lender interest at the highest rate permitted
by applicable law.

     2.11 Fees.  In addition to certain fees described in Section 3.08:
          ----

          (a)    Certain Fees.  The Company shall pay a fee to
                 ------------
the Lead Arranger for the Lead Arranger's own account, and shall pay an
agency fee to the Agent for the Agent's own account, as required by the
letter agreement between the Company and the Lead Arranger and Agent
dated January 13, 2000, as modified by the letter agreement dated
February 18, 2000 (as so modified, the "Fee Letter").
                                        ----------

                                 35.



<PAGE>
<PAGE>

          (b)    Commitment Fees.  The Company shall pay to the
                 ---------------
Agent for the account of each Lender a commitment fee on the actual
daily unused portion of such Lender's Revolving Commitment, computed on
a quarterly basis in arrears on the last Business Day of each calendar
quarter based upon the daily utilization for that quarter as calculated
by the Agent at a rate per annum equal to the Applicable Fee Amount.
For purposes of calculating utilization under this subsection, the
Revolving Commitments shall be deemed used to the extent of the
Effective Amount of Revolving Loans then outstanding, plus the
                                                      ----
Effective Amount of L/C Obligations then outstanding.  Swingline Loans
shall not constitute utilization.  Such commitment fee shall accrue from
the Closing Date to the Revolving Termination Date and shall be due and
payable quarterly in arrears on the last Business Day of each calendar
quarter (commencing on March 31, 2000) to the Revolving Termination
Date, with the final payment to be made on the Revolving Termination
Date; provided that in connection with any termination of Revolving
      --------
Commitments under Section 2.05, the accrued commitment fee calculated
for the period ending on such date shall also be paid on the date of
termination.  The commitment fees provided in this subsection shall
accrue at all times after the above-mentioned commencement date,
including at any time during which one or more conditions in Article V
are not met.

     2.12 Computation of Fees and Interest. (a) All computations of
          --------------------------------
interest for Base Rate Loans when the Base Rate is determined by BofA's
"prime rate" shall be made on the basis of a year of 365 or 366 days, as
the case may be, and actual days elapsed.  All other computations of
fees and interest shall be made on the basis of a 360-day year and
actual days elapsed (which results in more interest being paid than if
computed on the basis of a 365-day year).  Interest and fees shall
accrue during each period during which interest or such fees are
computed from the first day thereof to the last day thereof.

          (b)    Each determination of an interest rate by the Agent
shall be conclusive and binding on the Company and the Lenders in the
absence of manifest error.

     2.13 Payments by the Company. (a) All payments to be made by
          -----------------------
the Company shall be made without set-off, recoupment or counterclaim.
Except as otherwise expressly provided herein, all payments by the
Company shall be made to the Agent for the account of the Lenders at the
Agent's Payment Office, and shall be made in Dollars and in immediately
available funds, no later than 11:00 a.m. (San Francisco time) on the
date specified herein.  The Agent will promptly distribute to each
Lender its Pro Rata Share (or other applicable share as expressly
provided herein) of such payment in like funds as received.  Any payment
received by the Agent later than 11:00 a.m. (San Francisco time) shall
be deemed to have been received on the following Business Day and any
applicable interest or fee shall continue to accrue.

          (b)    Subject to the provisions set forth in the
definition of "Interest Period" herein, whenever any payment is due on a
day other than a Business Day, such payment shall be made on the
following Business Day, and such extension of time shall in such case be
included in the computation of interest or fees, as the case may be.

          (c)    Unless the Agent receives notice from the Company
prior to the date on which any payment is due to the Lenders that the
Company will not make such payment in full as and when required, the
Agent may assume that the Company has made such payment in full to the
Agent on such date in immediately available funds and the Agent may (but
shall not be so

                                 36.



<PAGE>
<PAGE>

required), in reliance upon such assumption, distribute to each Lender
on such due date an amount equal to the amount then due such Lender.  If
and to the extent the Company has not made such payment in full to the
Agent, each Lender shall repay to the Agent on demand such amount
distributed to such Lender, together with interest thereon at the
Federal Funds Rate for each day from the date such amount is distributed
to such Lender until the date repaid.

     2.14 Payments by the Lenders to the Agent. (a) Unless the
          ------------------------------------
Agent receives notice from a Lender on or prior to the Closing Date or,
with respect to any Borrowing after the Closing Date, at least one
Business Day prior to the date of such Borrowing, that such Lender will
not make available as and when required hereunder to the Agent for the
account of the Company the amount of that Lender's Pro Rata Share of the
Borrowing, the Agent may assume that each Lender has made such amount
available to the Agent in immediately available funds on the Borrowing
Date and the Agent may (but shall not be so required), in reliance upon
such assumption, make available to the Company on such date a
corresponding amount.  If and to the extent any Lender shall not have
made its full amount available to the Agent in immediately available
funds and the Agent in such circumstances has made available to the
Company such amount, that Lender shall on the Business Day following
such Borrowing Date make such amount available to the Agent, together
with interest at the Federal Funds Rate for each day during such period.
A notice of the Agent submitted to any Lender with respect to amounts
owing under this subsection (a) shall be conclusive, absent manifest
error.  If such amount is so made available, such payment to the Agent
shall constitute such Lender's Loan on the date of Borrowing for all
purposes of this Agreement.  If such amount is not made available to the
Agent on the Business Day following the Borrowing Date, the Agent will
notify the Company of such failure to fund and, upon demand by the
Agent, the Company shall pay such amount to the Agent for the Agent's
account, together with interest thereon for each day elapsed since the
date of such Borrowing, at a rate per annum equal to the interest rate
applicable at the time to the Loans comprising such Borrowing.

          (b)    The failure of any Lender to make any Loan on any
Borrowing Date shall not relieve any other Lender of any obligation
hereunder to make a Loan on such Borrowing Date, but no Lender shall be
responsible for the failure of any other Lender to make the Loan to be
made by such other Lender on any Borrowing Date.

     2.15 Sharing of Payments, Etc. If, other than as expressly
          -------------------------
provided elsewhere herein, any Lender shall obtain on account of the
Loans made by it any payment (whether voluntary, involuntary, through
the exercise of any right of set-off, or otherwise) in excess of its
ratable share (or other share contemplated hereunder), such Lender shall
immediately (a) notify the Agent of such fact, and (b) purchase from the
other Lenders such participations in the Loans made by them as shall be
necessary to cause such purchasing Lender to share the excess payment
pro rata with each of them; provided, however, that if all or any
                            --------  -------
portion of such excess payment is thereafter recovered from the
purchasing Lender, such purchase shall to that extent be rescinded and
each other Lender shall repay to the purchasing Lender the purchase
price paid therefor, together with an amount equal to such paying
Lender's ratable share (according to the proportion of (i) the amount of
such paying Lender's required repayment to (ii) the total amount so
recovered from the purchasing Lender) of any interest or other amount
paid or payable by the purchasing Lender in respect of the total amount
so recovered.  The Company agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted
by

                                 37.



<PAGE>
<PAGE>

law, exercise all its rights of payment (including the right of set-off,
but subject to Section 11.10) with respect to such participation as
fully as if such Lender were the direct creditor of the Company in the
amount of such participation.  The Agent will keep records (which shall
be conclusive and binding in the absence of manifest error) of
participations purchased under this Section and will in each case notify
the Lenders following any such purchases or repayments.

     2.16 Security and Guaranty. (a) All obligations of the
          ---------------------
Company and the other Loan Parties under this Agreement, the Notes and
all other Loan Documents shall be secured in accordance with the
Collateral Documents.

          (b)    All Collateral shall be released by the Agent and
the Lenders (and by any other secured parties sharing Collateral under
the Security Agreement) upon the occurrence of the Collateral Release
Date.  Within 60 days after the Collateral Release Date, the Agent on
behalf of the Lenders shall provide to the Company all reconveyances,
termination statements and other such documentation as may be reasonably
requested by the Company to effect such releases of Collateral.  From
and after the Collateral Release Date, the Parent and the Company, as
the case may be, shall be released from their respective obligations to
(i) deliver any Update Certificate under subsection 7.02(f), (ii)
deliver any amendments to the schedules to the Security Agreement, any
executed UCC-1 financing statements, any Mortgages or other items under
subsection 7.14(a)(iii), (iii) pledge, or cause to be pledged, the
capital stock of new Subsidiaries under Section 7.15, and (iv) deliver
any Mortgage in respect of real property under subsection 7.17(b).

          (c)    All obligations of the Company under this
Agreement, each of the Notes and all other Loan Documents shall be
unconditionally guaranteed by the Guarantors pursuant to their
respective Guaranties.


                               ARTICLE III


                          THE LETTERS OF CREDIT
                          ---------------------

     3.01 The Letter of Credit Subfacility. (a) On the terms and
          --------------------------------
conditions set forth herein (i) the Issuing Bank agrees, (A) from time
to time on any Business Day during the period from the Closing Date to
the Revolving Termination Date to issue Letters of Credit for the
account of the Company, and to amend or renew Letters of Credit
previously issued by it, in accordance with subsections 3.02(c) and
3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii)
the Lenders severally agree to participate in Letters of Credit Issued
for the account of the Company; provided that the Issuing Bank shall
                                --------
not be obligated to Issue, and no Lender shall be obligated to
participate in, any Letter of Credit if as of the date of Issuance of
such Letter of Credit and after giving effect thereto (the "Issuance
                                                            ---------
Date") (1) the Effective Amount of all L/C Obligations plus the
----                                                   ----
Effective Amount of all Revolving Loans plus the Effective Amount of all
                                        ----
Swingline Loans shall exceed the combined Revolving Commitments, (2) the
participation of any Lender in the Effective Amount of all L/C
Obligations and Swingline Loans plus the Effective Amount of the
                                ----
Revolving Loans of such Lender shall exceed such Lender's Revolving
Commitment, (3) the Effective Amount of L/C Obligations shall exceed the
L/C Commitment, or (4) the Effective Amount of all L/C Obligations plus
                                                                   ----
the Effective Amount of all Revolving

                                 38.



<PAGE>
<PAGE>

Loans plus the Effective Amount of all Term Loans plus the
      ----                                        ----
Effective Amount of all Swingline Loans shall exceed the Aggregate
Commitment.  Within the foregoing limits, and subject to the other terms
and conditions hereof, the Company's ability to obtain Letters of Credit
shall be fully revolving, and, accordingly, the Company may, during the
foregoing period, obtain Letters of Credit to replace Letters of Credit
which have expired or which have been drawn upon and reimbursed.

          (b)    The Issuing Bank is under no obligation to Issue
any Letter of Credit if:

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

          (ii)   the Issuing Bank has received written notice from
any Lender, the Agent or the Company, on or prior to the Business Day
prior to the requested date of Issuance of such Letter of Credit, that
one or more of the applicable conditions contained in Article V is not
then satisfied;

          (iii)  the expiry date of any requested Letter of Credit
is (A) more than 365 days after the date of Issuance, unless the
Majority Lenders have approved such expiry date in writing, or (B) is
after the Revolving Termination Date, unless all of the Lenders have
approved such expiry date in writing;

          (iv)   the expiry date of any requested Letter of Credit
is prior to the maturity date of any financial obligation to be
supported by the requested Letter of Credit;

          (v)    any requested Letter of Credit does not provide for
drafts, or is not otherwise in form and substance acceptable to the
Issuing Bank, or the Issuance of a Letter of Credit shall violate any
applicable policies of the Issuing Bank;

          (vi)   any Letter of Credit (A) is for the purpose of
supporting the issuance of any letter of credit by any other Person; or
(B) is in a face amount less than $1,000,000 (unless otherwise agreed by
the Issuing Bank); or

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

          (c)    Letters of Credit issued under this Article III
shall be Standby Letters of Credit.

                                 39.



<PAGE>
<PAGE>

     3.02 Issuance, Amendment and Renewal of Letters of Credit. (a)
          ----------------------------------------------------
Each Letter of Credit shall be issued upon the irrevocable written
request of the Company received by the Issuing Bank (with a copy sent by
the Company to the Agent) at least four Business Days (or such shorter
time as the Issuing Bank may agree in a particular instance in its sole
discretion) prior to the proposed date of issuance.  Each such request
for issuance of a Letter of Credit shall be by facsimile, confirmed
immediately in an original writing, in the form of an L/C Application,
and shall specify in form and detail satisfactory to the Issuing Bank:
(i) the proposed date of issuance of the Letter of Credit (which shall
be a Business Day); (ii) the face amount of the Letter of Credit; (iii)
the expiry date of the Letter of Credit; (iv) the name and address of
the beneficiary thereof; (v) the documents to be presented by the
beneficiary of the Letter of Credit in case of any drawing thereunder;
(vi) the full text of any certificate to be presented by the beneficiary
in case of any drawing thereunder; and (vii) such other matters as the
Issuing Bank may require.

          (b)    At least two Business Days prior to the Issuance of
any Letter of Credit, the Issuing Bank will confirm with the Agent (by
telephone or in writing) that the Agent has received a copy of the L/C
Application or L/C Amendment Application from the Company and, if not,
the Issuing Bank will provide the Agent with a copy thereof.  Unless the
Issuing Bank has received notice on or before the Business Day
immediately preceding the date the Issuing Bank is to issue a requested
Letter of Credit from the Agent (A) directing the Issuing Bank not to
issue such Letter of Credit because such issuance is not then permitted
under subsection 3.01(a) as a result of the limitations set forth in
clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that
one or more conditions specified in Article V are not then satisfied;
then, subject to the terms and conditions hereof, the Issuing Bank
shall, on the requested date, issue a Letter of Credit for the account
of the Company in accordance with the Issuing Bank's usual and customary
business practices.

          (c)    From time to time while a Letter of Credit is
outstanding and prior to the Revolving Termination Date, the Issuing
Bank will, upon the written request of the Company received by the
Issuing Bank (with a copy sent by the Company to the Agent) at least
four Business Days (or such shorter time as the Issuing Bank may agree
in a particular instance in its sole discretion) prior to the proposed
date of amendment (including a renewal or extension thereof), amend any
Letter of Credit issued by it.  Each such request for amendment of a
Letter of Credit shall be made by facsimile, confirmed immediately in an
original writing, made in the form of an L/C Amendment Application and
shall specify in form and detail satisfactory to the Issuing Bank:  (i)
the Letter of Credit to be amended; (ii) the proposed date of amendment
of the Letter of Credit (which shall be a Business Day); (iii) the
nature of the proposed amendment; and (iv) such other matters as the
Issuing Bank may require.  The Issuing Bank shall be under no obligation
to amend any Letter of Credit if:  (A) the Issuing Bank would have no
obligation at such time to issue such Letter of Credit in its amended
form under the terms of this Agreement; or (B) the beneficiary of any
such Letter of Credit does not accept the proposed amendment to the
Letter of Credit.  From time to time the Agent will notify the Lenders
of the amount of all outstanding Letters of Credit hereunder.

          (d)    The Issuing Bank and the Lenders agree that, while
a Letter of Credit is outstanding and prior to the Revolving Termination
Date, the Issuing Bank shall be entitled to authorize the renewal of any
Letter of Credit issued by it.  The Issuing Bank shall be under no

                                 40.



<PAGE>
<PAGE>

obligation so to renew any Letter of Credit if:  (A) the Issuing Bank
would have no obligation at such time to issue or amend such Letter of
Credit in its renewed form under the terms of this Agreement; or (B) the
beneficiary of any such Letter of Credit does not accept the proposed
renewal of the Letter of Credit.  If any outstanding Letter of Credit
shall provide that it shall be automatically renewed unless the
beneficiary thereof receives notice from the Issuing Bank that such
Letter of Credit shall not be renewed, and if at the time of renewal the
Issuing Bank would be entitled to authorize the renewal of such Letter
of Credit in accordance with this subsection 3.02(e) upon the request of
the Company but the Issuing Bank shall not have received any written
direction by the Company with respect thereto, the Issuing Bank shall
nonetheless be permitted to allow such Letter of Credit to renew, and
the Company and the Lenders hereby authorize such renewal, and,
accordingly, the Issuing Bank shall be deemed to have received an L/C
Amendment Application from the Company requesting such renewal.

          (e)    The Issuing Bank may, at its election (or as
required by the Agent at the direction of the Majority Lenders), deliver
any notices of termination or other communications to any Letter of
Credit beneficiary or transferee, and take any other action as necessary
or appropriate, at any time and from time to time, in order to cause the
expiry date of such Letter of Credit to be a date not later than the
Revolving Termination Date.

          (f)    This Agreement shall control in the event of any
conflict with any L/C-Related Document (other than any Letter of
Credit).

          (g)    The Issuing Bank will also deliver to the Agent,
concurrently or promptly following its delivery of a Letter of Credit,
or amendment to or renewal of a Letter of Credit, to an advising bank or
a beneficiary, a true and complete copy of each such Letter of Credit or
amendment to or renewal of a Letter of Credit.

     3.03 Existing BofA Letters of Credit; Risk Participations,
          ------------------------------------------------------
Drawings and Reimbursements. (a) On and after the Closing Date, the
---------------------------
Existing BofA Letters of Credit shall be deemed for all purposes,
including for purposes of the fees to be collected pursuant to
subsections 3.08(a) and 3.08(c), and reimbursement of costs and expenses
to the extent provided herein, Letters of Credit outstanding under this
Agreement and entitled to the benefits of this Agreement and the other
Loan Documents, and shall be governed by the applications and agreements
pertaining thereto and by this Agreement.  Each Lender shall be deemed
to, and hereby irrevocably and unconditionally agrees to, purchase from
the Issuing Bank on the Closing Date a participation in each such Letter
of Credit and each drawing thereunder in an amount equal to the product
of (i) such Lender's Pro Rata Share times (ii) the maximum amount
available to be drawn under such Letter of Credit and the amount of such
drawing, respectively.  The Existing BofA Letters of Credit shall be
deemed to utilize the L/C Commitment and to utilize pro rata the
Revolving Commitment of each Lender.

          (b)    Immediately upon the Issuance of each Letter of Credit in
addition to those described in subsection 3.03(a), each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Issuing Bank a participation in such Letter of Credit
and each drawing thereunder in an amount equal to the product of (i) the
Pro Rata Share of such Lender, times (ii) the maximum amount available
to be drawn under such Letter of Credit and the amount of such drawing,
respectively.  Each Issuance of a Letter of Credit shall be

                                 41.



<PAGE>
<PAGE>

deemed to utilize the Revolving Commitment of each Lender by an amount
equal to the amount of such participation.

          (c)    In the event of any request for a drawing under a
Letter of Credit by the beneficiary or transferee thereof, the Issuing
Bank will promptly notify the Company and specify in such notice the
date such drawing will be honored by the Issuing Bank (the "Honor
                                                            -----
Date").  If the Issuing Bank so notifies the Company prior to 9:00
----
a.m. (San Francisco time) on the Honor Date, the Company, as account
party under such Letter of Credit, shall reimburse the Issuing Bank no
later than 11:00 a.m. (San Francisco time) on the Honor Date for the
amount paid by the Issuing Bank under such Letter of Credit or, if the
Issuing Bank shall so notify the Company after 9:00 a.m. (San Francisco
time) on the Honor Date, the Company, as account party under such Letter
of Credit, shall reimburse the Issuing Bank no later than 11:00 a.m.
(San Francisco time) on the next succeeding Business Day for the amount
paid by the Issuing Bank under such Letter of Credit on the Honor Date
(each such date, a "Reimbursement Date"), in each case, in an amount
                    ------------------
equal to the amount so paid by the Issuing Bank.  In the event the
Company fails to reimburse the Issuing Bank for the full amount of any
drawing under any Letter of Credit by the required time as provided
above on the Reimbursement Date, the Issuing Bank will promptly notify
the Agent, and the Agent will promptly notify each Lender thereof
(including the amount thereof and such Lender's Pro Rata Share thereof),
and the Company shall be deemed to have requested that Base Rate Loans
be made by the Lenders to the Company to be disbursed on the
Reimbursement Date for such Letter of Credit, subject to the amount of
the unutilized portion of the Revolving Commitments and subject to the
conditions set forth in Section 5.02.  The Company hereby directs that
the proceeds of any such Loans deemed to be made by it shall be used to
pay its reimbursement obligations in respect of any such drawing.
Solely for the purposes of making such Loans, the Minimum Amount
limitations set forth in Section 2.03 shall not be applicable.  Any
notice given by the Issuing Bank or the Agent pursuant to this
subsection 3.03(c) may be oral if immediately confirmed in writing
(including by facsimile); provided that the lack of such an immediate
                          --------
confirmation shall not affect the conclusiveness or binding effect of
such notice.  In the event that any amount of any drawing under any
Letter of Credit is not reimbursed by the Company on the Honor Date,
such unreimbursed amount shall bear interest until it is either deemed
to be an L/C Borrowing as provided in subsection (e) or deemed to be
converted to a Base Rate Loan as provided in this subsection (c), at a
rate per annum equal to the Base Rate, plus the Applicable Margin
                                       ----
then in effect for Base Rate Loans.

          (d)    Each Lender shall upon receipt of any notice
pursuant to subsection 3.03(c) make available to the Agent for the
account of the Issuing Bank an amount in Dollars and in immediately
available funds equal to its Pro Rata Share of the amount of the
drawing, whereupon such Lender shall (subject to subsection 3.03(e)) be
deemed to have made a Revolving Loan consisting of a Base Rate Loan to
the Company in that amount. The Agent will promptly give notice of the
occurrence of the Reimbursement Date, but failure of the Agent to give
any such notice on the Reimbursement Date or in sufficient time to
enable any Lender to effect such payment on such date shall not relieve
such Lender from its obligations under this Section 3.03.

          (e)    With respect to any unreimbursed drawing that is
not converted into Revolving Loans in whole or in part, because of the
Company's failure to satisfy the conditions set forth in Section 5.02 or
for any other reason, the Company shall be deemed to have incurred

                                 42.


<PAGE>
<PAGE>

from the Issuing Bank an L/C Borrowing in the amount of such drawing,
which L/C Borrowing shall be due and payable on demand (together with
interest) and shall bear interest at a rate per annum equal to the Base
Rate, plus the Applicable Margin then in effect for Base Rate Loans,
      ----
plus 2% per annum.  In such event, each Lender shall upon receipt of
----
any notice pursuant to subsection 3.03(c) make available to the Agent
for the account of the Issuing Bank an amount in Dollars and in
immediately available funds equal to its Pro Rata Share of the amount of
the drawing.  Each Lender's payment to the Issuing Bank pursuant to this
subsection 3.03(e) shall be deemed payment in respect of its
participation in such L/C Borrowing and shall constitute an L/C Advance
from such Lender in satisfaction of its participation obligation under
this Section 3.03.

          (f)    If any Lender fails to make available to the Agent
for the account of the Issuing Bank the amount of such Lender's Pro Rata
Share of the amount of any drawing by no later than 12:00 noon (San
Francisco time) on the Reimbursement Date, then interest shall accrue on
such Lender's obligation to make such payment, from the Reimbursement
Date to the date such Lender makes such payment, at (i) the Federal
Funds Rate in effect from time to time during the period commencing on
the Reimbursement Date and ending on the date three Business Days
thereafter, and (ii) thereafter at the Base Rate as in effect from time
to time, payable on demand of the Agent.

          (g)    Each Lender's obligation in accordance with this
Agreement to make or participate in the Revolving Loans or L/C Advances,
as contemplated by this Section 3.03, as a result of a drawing under a
Letter of Credit, shall be absolute and unconditional and without
recourse to the Issuing Bank and shall not be affected by any
circumstance, including (i) any set-off, counterclaim, recoupment,
defense or other right which such Lender may have against the Issuing
Bank, the Company or any other Person for any reason whatsoever; (ii)
the occurrence or continuance of a Default, an Event of Default or a
Material Adverse Effect; or (iii) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing;
provided, however, that each Lender's obligation to make Revolving
--------  -------
Loans under this Section 3.03 is subject to the conditions set forth in
Section 5.02.

     3.04 Repayment of Participations. (a) Upon (and only upon)
          ---------------------------
receipt by the Agent for the account of the Issuing Bank of immediately
available funds from the Company (i) in reimbursement of any payment
made by the Issuing Bank under the Letter of Credit with respect to
which any Lender has paid the Agent for the account of the Issuing Bank
for such Lender's participation in the Letter of Credit pursuant to
Section 3.03 or (ii) in payment of interest thereon, the Agent will pay
to each Lender, in the same funds as those received by the Agent for the
account of the Issuing Bank, the amount of such Lender's Pro Rata Share
of such funds, and the Issuing Bank shall receive the amount of the Pro
Rata Share of such funds of any Lender that did not so pay the Agent for
the account of the Issuing Bank.

          (b)    If the Agent or the Issuing Bank is required at any
time to return to the Company, or to a trustee, receiver, liquidator,
custodian, or any official in any Insolvency Proceeding, any portion of
the payments made by the Company to the Agent for the account of the
Issuing Bank pursuant to subsection 3.04(a) in reimbursement of a
payment made under the Letter of Credit or interest or fee thereon, each
Lender shall, on demand of the Agent, forthwith return to the Agent or
the Issuing Bank the amount of its Pro Rata Share of any amounts so
returned by the Agent or the Issuing Bank plus interest thereon from
                                          ----
the date such demand is

                                 43.


<PAGE>
<PAGE>

made to the date such amounts are returned by such Lender to the Agent
or the Issuing Bank, at a rate per annum equal to the Federal Funds Rate
in effect from time to time.

     3.05 Role of the Issuing Bank. (a) Each Lender and the Company agree
          ------------------------
 that, in paying any drawing under a Letter of Credit, the Issuing Bank
shall not have any responsibility to obtain any document (other than any
sight draft and certificates expressly required by the Letter of Credit)
or to ascertain or inquire as to the validity or accuracy of any such
document or the authority of the Person executing or delivering any such
document.

          (b)    No Agent-Related Person nor any of the respective
correspondents, participants or assignees of the Issuing Bank shall be
liable to any Lender for:  (i) any action taken or omitted in connection
herewith at the request or with the approval of the Lenders (including
the Majority Lenders, as applicable); (ii) any action taken or omitted
in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any L/C-
Related Document.

          (c)    The Company hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of
any Letter of Credit; provided, however, that this assumption is
                      --------  -------
not intended to, and shall not, preclude the Company's pursuing such
rights and remedies as it may have against the beneficiary or transferee
at law or under any other agreement.  No Agent-Related Person, nor any
of the respective correspondents, participants or assignees of the
Issuing Bank, shall be liable or responsible for any of the matters
described in clauses (i) through (vii) of Section 3.06; provided,
                                                        --------
however, anything in such clauses to the contrary notwithstanding,
-------
that the Company may have a claim against the Issuing Bank, and the
Issuing Bank may be liable to the Company, to the extent, but only to
the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by the Company which the Company proves were caused by
the Issuing Bank's willful misconduct or gross negligence or the Issuing
Bank's willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a
Letter of Credit.  In furtherance and not in limitation of the
foregoing:  (i) the Issuing Bank may accept documents that appear on
their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary;
and (ii) the Issuing Bank shall not be responsible for the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason.

     3.06 Obligations Absolute.  The obligations of the Company
          --------------------
under this Agreement and any L/C-Related Document to reimburse the
Issuing Bank for a drawing under a Letter of Credit, and to repay any
L/C Borrowing and any drawing under a Letter of Credit converted into
Revolving Loans, shall be unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement and each
such other L/C-Related Document under all circumstances, including the
following:

          (i)    any lack of validity or enforceability of this
Agreement or any L/C-Related Document;

                                 44.



<PAGE>
<PAGE>

          (ii)   any change in the time, manner or place of payment
of, or in any other term of, all or any of the obligations of the
Company in respect of any Letter of Credit or any other amendment or
waiver of or any consent to departure from all or any of the L/C-Related
Documents;

          (iii)  the existence of any claim, set-off, defense or
other right that the Company may have at any time against any
beneficiary or any transferee of any Letter of Credit (or any Person for
whom any such beneficiary or any such transferee may be acting), the
Issuing Bank or any other Person, whether in connection with this
Agreement, the transactions contemplated hereby or by the L/C-Related
Documents or any unrelated transaction;

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

          (v)    any payment by the Issuing Bank under any Letter of
Credit against presentation of a draft or certificate that does not
strictly comply with the terms of any Letter of Credit; or any payment
made by the Issuing Bank under any Letter of Credit to any Person
purporting to be a trustee in bankruptcy, debtor-in-possession, assignee
for the benefit of creditors, liquidator, receiver or other
representative of or successor to any beneficiary or any transferee of
any Letter of Credit, including any arising in connection with any
Insolvency Proceeding;

          (vi)   any exchange, release or non-perfection of any
collateral, or any release or amendment or waiver of or consent to
departure from any other guarantee, for all or any of the obligations of
the Company in respect of any Letter of Credit; or

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

     3.07 Cash Collateral Pledge.  Upon (i) the request of the
          ----------------------
Agent, (A) if the Issuing Bank has honored any full or partial drawing
request on any Letter of Credit and such drawing has resulted in an L/C
Borrowing hereunder, or (B) if, as of the Revolving Termination Date,
any Letters of Credit may for any reason remain outstanding and
partially or wholly undrawn, or (ii) the occurrence of the circumstances
described in subsection 2.08(b) requiring the Company to Cash
Collateralize Letters of Credit, then, the Company shall immediately
Cash Collateralize the L/C Obligations in an amount equal to such L/C
Obligations.  The Company shall, to the extent necessary, make such
additional pledges from time to time as shall be necessary to ensure
that all L/C Obligations remain at all such times cash collateralized to
the extent required herein.  Cash collateral held under this Section
3.07 or Section 9.02 shall be maintained in blocked, non-interest
bearing deposit accounts at BofA and shall be governed by the terms of
the Security Agreement.

                                 45.


<PAGE>
<PAGE>

     3.08 Letter of Credit Fees. (a) The Company shall pay to the
          ---------------------
Agent for the account of each of the Lenders a letter of credit fee with
respect to the Letters of Credit equal to the rate per annum equal to
the Applicable Fee Amount of the actual daily maximum amount available
to be drawn of the outstanding Letters of Credit, computed on a
quarterly basis in arrears on the last Business Day of each calendar
quarter based upon Letters of Credit outstanding for that quarter as
calculated by the Agent.  Such letter of credit fees shall be due and
payable quarterly in arrears on the last Business Day of each calendar
quarter during which Letters of Credit are outstanding, commencing on
the first such quarterly date to occur after the Closing Date, to the
Revolving Termination Date (or such later date upon which the
outstanding Letters of Credit shall expire), with the final payment to
be made on the Revolving Termination Date (or such later expiration
date).

          (b)    The Company shall pay to the Issuing Bank, for the
Issuing Bank's sole account, a letter of credit fee with respect to the
amount from time to time available to be drawn under Letters of Credit
as required by the Fee Letter.

          (c)    The Company shall pay to the Issuing Bank, for the
Issuing Bank's sole account, from time to time on demand the normal
issuance, presentation, amendment and other processing fees, and other
standard costs and charges, of the Issuing Bank relating to letters of
credit as from time to time in effect.

          (d)    Notwithstanding subsection (a) of this Section,
while any Event of Default exists or after acceleration, the Company
shall pay a letter of credit fee (after as well as before entry of
judgment thereon to the extent permitted by law) on the actual daily
maximum amount available to be drawn of the outstanding Letters of
Credit, at a rate per annum which is determined by adding 2% per annum
to the rate otherwise then in effect hereunder for such Letters of
Credit.

     3.09 Applicability of ISP 98. Unless otherwise expressly agreed by
          -----------------------
the Issuing Bank and the Company when a Letter of Credit is issued and
subject to applicable laws, performance under Letters of Credit by the
Issuing Bank, its correspondents, and beneficiaries will be governed by
the rules of the "International Standby Practices 1998" (ISP98) or such
later revision as may be published by the Institute of International
Banking Law & Practice on any date any Standby Letter of Credit may be
issued.


                              ARTICLE IV


               TAXES, YIELD PROTECTION AND ILLEGALITY
               --------------------------------------

     4.01 Taxes. (a) Any and all payments by the Company to each
          -----
Lender or the Agent under this Agreement and any other Loan Document
shall be made free and clear of, and without deduction or withholding
for, any Taxes.  In addition, the Company shall pay all Other Taxes.

          (b)    If the Company shall be required by law to deduct
or withhold any Taxes, Other Taxes or Further Taxes from or in respect
of any sum payable hereunder to any Lender or the Agent, then:

                                 46.



<PAGE>
<PAGE>

          (i)    the sum payable shall be increased as necessary so
that, after making all required deductions and withholdings (including
deductions and withholdings applicable to additional sums payable under
this Section), such Lender or the Agent, as the case may be, receives
and retains an amount equal to the sum it would have received and
retained had no such deductions or withholdings been made;

          (ii)   the Company shall make such deductions and
withholdings;

          (iii)  the Company shall pay the full amount deducted or
withheld to the relevant taxing authority or other authority in
accordance with applicable law; and

          (iv)   the Company shall also pay to each Lender or the
Agent for the account of such Lender, at the time interest is paid,
Further Taxes in the amount that the respective Lender specifies as
necessary to preserve the after-tax yield such Lender would have
received if such Taxes, Other Taxes or Further Taxes had not been
imposed.

          (c)    The Company agrees to indemnify and hold harmless
each Lender and the Agent for the full amount of (i) Taxes, (ii) Other
Taxes, and (iii) Further Taxes in the amount that the respective Lender
specifies as necessary to preserve the after-tax yield such Lender would
have received if such Taxes, Other Taxes or Further Taxes had not been
imposed, and any liability (including penalties, interest, additions to
tax and expenses) arising therefrom or with respect thereto, whether or
not such Taxes, Other Taxes or Further Taxes were correctly or legally
asserted.  Payment under this indemnification shall be made within 30
days after the date such Lender or the Agent makes written demand
therefor.

          (d)    Within 30 days after the date of any payment by the
Company of Taxes, Other Taxes or Further Taxes, the Company shall
furnish to each Lender or the Agent the original or a certified copy of
a receipt evidencing payment thereof, or other evidence of payment
reasonably satisfactory to such Lender or the Agent.

          (e)    If the Company is required to pay any amount to any
Lender or the Agent pursuant to subsection (b) or (c) of this Section,
then such Lender shall use reasonable efforts (consistent with legal and
regulatory restrictions) to change the jurisdiction of its Lending
Office so as to eliminate any such additional payment by the Company
which may thereafter accrue, if such change in the sole judgment of such
Lender is not otherwise disadvantageous to such Lender.

          (f)    Each non-United States Lender represents and
warrants to the Agent and the Company as of the date hereof that under
applicable law and treaties no tax will be required to be withheld by
such Lender with respect to any payments to be made to such Lender
hereunder.

          (g)    Nothing contained in this Section 4.01 shall
override any term or provision of any Specified Swap Contract regarding
withholding taxes relating to Swap Contracts.

     4.02 Illegality. (a) If any Lender determines that the
          ----------
introduction of any Requirement of Law, or any change in any Requirement
of Law, or in the interpretation or administration of any Requirement of
Law, has made it unlawful, or that any central bank or other
Governmental

                                 47.



<PAGE>
<PAGE>

Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make Offshore Rate Loans, then, on notice
thereof by such Lender to the Company through the Agent, any obligation
of that Lender to make Offshore Rate Loans shall be suspended until such
Lender notifies the Agent and the Company that the circumstances giving
rise to such determination no longer exist.

          (b)    If a Lender determines that it is unlawful to
maintain any Offshore Rate Loan, the Company shall, upon its receipt of
notice of such fact and demand from such Lender (with a copy to the
Agent), prepay in full such Offshore Rate Loans of that Lender then
outstanding, together with interest accrued thereon and amounts required
under Section 4.04, either on the last day of the Interest Period
thereof, if such Lender may lawfully continue to maintain such Offshore
Rate Loans to such day, or immediately, if such Lender may not lawfully
continue to maintain such Offshore Rate Loan.  If the Company is
required to so prepay any Offshore Rate Loan, then concurrently with
such prepayment, the Company shall borrow from the affected Lender, in
the amount of such repayment, a Base Rate Loan.

          (c)    If the obligation of any Lender to make or maintain
Offshore Rate Loans has been so terminated or suspended, the Company may
elect, by giving notice to such Lender through the Agent that all Loans
which would otherwise be made by such Lender as Offshore Rate Loans
shall be instead Base Rate Loans.

          (d)    Before giving any notice to the Agent under this
Section, the affected Lender shall designate a different Lending Office
with respect to its Offshore Rate Loans if such designation will avoid
the need for giving such notice or making such demand and will not, in
the judgment of such Lender, be illegal or otherwise disadvantageous to
such Lender.

     4.03 Increased Costs and Reduction of Return. (a) If any
          ---------------------------------------
Lender determines that, due to either (i) the introduction of or any
change in or in the interpretation of any law or regulation or (ii) the
compliance by that Lender with any guideline or request from any central
bank or other Governmental Authority (whether or not having the force of
law), there shall be any increase in the cost to such Lender of agreeing
to make or making, funding or maintaining any Offshore Rate Loans or
participating in Letters of Credit, or, in the case of the Issuing Bank,
any increase in the cost to the Issuing Bank of agreeing to issue,
issuing or maintaining any Letter of Credit or of agreeing to make or
making, funding or maintaining any unpaid drawing under any Letter of
Credit, then the Company shall be liable for, and shall from time to
time, upon demand (with a copy of such demand to be sent to the Agent),
pay to the Agent for the account of such Lender, additional amounts as
are sufficient to compensate such Lender for such increased costs.

          (b)    If any Lender shall have determined that (i) the
introduction of any Capital Adequacy Regulation, (ii) any change in any
Capital Adequacy Regulation, (iii) any change in the interpretation or
administration of any Capital Adequacy Regulation by any central bank or
other Governmental Authority charged with the interpretation or
administration thereof, or (iv) compliance by such Lender (or its
Lending Office) or any corporation controlling such Lender with any
Capital Adequacy Regulation, affects or would affect the amount of
capital required or expected to be maintained by such Lender or any
corporation controlling such Lender and (taking into consideration such
Lender's or such corporation's policies with respect to capital adequacy
and such Lender's desired return on capital) determines that the amount
of such

                                 48.



<PAGE>
<PAGE>

capital is increased as a consequence of its Commitment, loans, credits
or obligations under this Agreement, then, upon demand of such Lender to
the Company through the Agent, the Company shall pay to such Lender,
from time to time as specified by such Lender, additional amounts
sufficient to compensate such Lender for such increase.

     4.04 Funding Losses.  The Company shall reimburse each Lender
          --------------
and hold each Lender harmless from any loss or expense which such Lender
may sustain or incur as a consequence of:

          (a)    the failure of the Company to make on a timely
basis any payment of principal of any Offshore Rate Loan;

          (b)    the failure of the Company to borrow, continue or
convert a Loan after the Company has given (or is deemed to have given)
a Notice of Borrowing or a Notice of Conversion/Continuation;

          (c)    the failure of the Company to make any prepayment
in accordance with any notice delivered under Section 2.07 or 2.08;

          (d)    the prepayment (including pursuant to Section 2.07
or 2.08) or other payment (including after acceleration thereof) of an
Offshore Rate Loan on a day that is not the last day of the relevant
Interest Period; or

          (e)    the conversion under Section 2.04 of any Offshore
Rate Loan to a Base Rate Loan on a day that is not the last day of the
relevant Interest Period;

including any such loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain its Offshore Rate Loans
or from fees payable to terminate the deposits from which such funds
were obtained.  For purposes of calculating amounts payable by the
Company to the Lenders under this Section and under subsection 4.03(a),
each Offshore Rate Loan made by a Lender (and each related reserve,
special deposit or similar requirement) shall be conclusively deemed to
have been funded at the Offshore Rate for such Offshore Rate Loan by a
matching deposit or other borrowing in the interbank eurodollar market
for a comparable amount and for a comparable period, whether or not such
Offshore Rate Loan is in fact so funded.

     4.05 Inability to Determine Rates.  If the Agent or the Majority
          ----------------------------
Lenders determine that for any reason adequate and reasonable means do
not exist for determining the Offshore Rate for any requested Interest
Period with respect to a proposed Borrowing of Offshore Rate Loans or
conversion or continuation of Offshore Rate Loans, or that the Offshore
Rate applicable pursuant to subsection 2.10(a) for any requested
Interest Period with respect to a proposed Borrowing of Offshore Rate
Loans, or a conversion into or continuation of Offshore Rate Loans does
not adequately and fairly reflect the cost to the Lenders of funding
such Loans, the Agent will promptly so notify the Company and each
Lender.  Thereafter, the obligation of the Lenders to make or maintain
Offshore Rate Loans hereunder shall be suspended until the Agent upon
the instruction of the Majority Lenders revokes such notice in writing.
Upon receipt of such notice, the Company may revoke any Notice of
Borrowing or Notice of Conversion/Continuation then submitted by it. If
the Company does not revoke such Notice, the Lenders shall make, convert
or continue the Loans, as proposed by the Company, in the amount
specified in the applicable

                                 49.



<PAGE>
<PAGE>

notice submitted by the Company, but such Loans shall be made, converted
or continued as Base Rate Loans instead of Offshore Rate Loans.

     4.06 Reserves on Offshore Rate Loans.  The Company shall pay
          -------------------------------
to each Lender, as long as such Lender shall be required under
regulations of the FRB to maintain reserves with respect to liabilities
or assets consisting of or including Eurocurrency funds or deposits
(currently known as "Eurocurrency liabilities"), additional interest on
the unpaid principal amount of each Offshore Rate Loan equal to the
actual costs of such reserves allocated to such Loan by such Lender(as
determined by such Lender in good faith, which determination shall be
conclusive), payable on each date on which interest is payable on such
Loan, provided the Company shall have received at least 15 days' prior
      --------
written notice (with a copy to the Agent) of such additional interest
from the Lender.  If a Lender fails to give notice 15 days prior to the
relevant Interest Payment Date, such additional interest shall be
payable 15 days from receipt of such notice.

     4.07 Certificates of Lenders.  Any Lender claiming
          -----------------------
reimbursement or compensation under this Article IV shall deliver to the
Company (with a copy to the Agent) a certificate setting forth in
reasonable detail the amount payable to such Lender hereunder and such
certificate shall be conclusive and binding on the Company in the
absence of manifest error.

     4.08 Substitution of Lenders.  Upon the receipt by the Company
          -----------------------
from any Lender (an "Affected Lender") of a claim for compensation
                     ---------------
under Section 4.01, 4.02, 4.03 or 4.06, the Company may:  (i) request
one or more of the other Lenders to acquire and assume all or part of
such Affected Lender's Loans and Commitment; or (ii) designate a
replacement lending institution (which shall be an Eligible Assignee) to
acquire and assume all or a ratable part of such Affected Lender's Loans
and Commitment (a "Replacement Lender"); provided, however,
                   ------------------    --------  -------
that the Company shall be liable for the payment upon demand of all
costs and other amounts arising under Section 4.04 that result from the
acquisition of any Affected Lender's Loan and/or Commitment (or any
portion thereof) by a Lender or Replacement Lender, as the case may be,
on a date other than the last day of the applicable Interest Period with
respect to any Offshore Rate Loan then outstanding.  Any such
designation of a Replacement Lender under clause (i) or (ii) shall be
effected in accordance with, and subject to the terms and conditions of,
the assignment provisions contained in Section 11.08, and shall in any
event be subject to the prior written consent of the Agent, the Issuing
Bank and the Swingline Bank (which consent shall not be unreasonably
withheld).

     4.09 Survival.  The agreements and obligations of the Company
          --------
in this Article IV shall survive the termination of the Commitments, the
termination or expiration of all Letters of Credit and the payment of
all other Obligations.


                               ARTICLE V


                         CONDITIONS PRECEDENT
                         --------------------

     5.01 Conditions of Initial Credit Extensions.  The obligation
          ---------------------------------------
of each Lender and the Swingline Bank to make its initial Credit
Extension hereunder and the obligation of the Issuing Bank to Issue its
initial Letter of Credit and to include the Existing BofA Letters of
Credit herein

                                 50.



<PAGE>
<PAGE>

shall be subject to the condition that the Agent shall have received on
or before the Closing Date all of the following, in form and substance
satisfactory to the Agent and each Lender, and in sufficient copies for
each Lender:

          (a)    Credit Agreement and Notes.  This Agreement
                 --------------------------
executed by each party hereto and Notes executed by the Company;

          (b)    Resolutions; Incumbency.
                 -----------------------

          (i)    Copies of the resolutions of the board of directors
of the Company and each other Loan Party authorizing the transactions
contemplated hereby, certified as of the Closing Date by the Secretary
or an Assistant Secretary of such Person; and

          (ii)   a certificate of the Secretary or Assistant
Secretary of the Company and each other Loan Party, dated as of the
Closing Date, certifying the names, titles and true signatures of the
officers of such Persons authorized to execute, deliver and perform, as
applicable, this Agreement and all other Loan Documents to be delivered
by such Persons hereunder;

          (c)    Organization Documents; Good Standing.  Each of
                 -------------------------------------
the following documents:

          (i)    the articles or certificate of incorporation and
the bylaws of the Company and the Parent as in effect on the Closing
Date, certified by the Secretary or Assistant Secretary of each such
Person as of the Closing Date; and

          (ii)   a good standing certificate for the Company and
each other Loan Party from the Secretary of State (or similar,
applicable Governmental Authority) of its state of incorporation and, if
different, a good standing certificate from the Secretary of State (or
similar applicable Governmental Authority) of the state of its chief
executive office and principal place of business, in each case, as of a
recent date, together with bring-down certificates by facsimile, dated
the Closing Date or not more than one Business Day prior thereto, if
requested by the Agent;

          (d)    Legal Opinion.  An opinion of Rothgerber,
                 -------------
Johnson & Lyons LLP, counsel to the Company and the other Loan Parties
and addressed to the Agent and the Lenders, dated the Closing Date,
substantially in the form of Exhibit D-1.
                             -----------

          (e)    Payment of Fees.  Evidence of payment by the
                 ---------------
Company of all accrued and unpaid fees, costs and expenses to the extent
then due and payable on the Closing Date, together with Attorney Costs
of BofA to the extent invoiced prior to or on the Closing Date, plus
                                                                ----
such additional amounts of Attorney Costs as shall constitute BofA's
reasonable estimate of Attorney Costs incurred or to be incurred by it
through the closing proceedings (provided that such estimate shall not
                                 --------
thereafter preclude final settling of accounts between the Company and
BofA); including any such costs, fees and expenses arising under or
referenced in Sections 2.11 and 11.04;

          (f)    Collateral.
                 ----------

                                 51.



<PAGE>
<PAGE>
          (i)    The Collateral Documents (other than the
Mortgages), executed by each Loan Party, in appropriate form for
recording, where necessary, together with:

                      (A)   acknowledgment copies of all UCC-l financing
          statements filed, registered or recorded to perfect the
          security interests of the Agent for the benefit of the
          Lenders, or other evidence reasonably satisfactory to the
          Agent that there has been filed, registered or recorded all
          financing statements and other filings, registrations and
          recordings necessary and advisable to perfect the Liens of
          the Agent for the benefit of the Lenders in accordance with
          applicable law;

                      (B)   written advice relating to such Lien and
          judgment searches as the Agent shall have requested, and
          such termination statements or other documents as may be
          necessary to confirm that the Collateral is subject to no
          other Liens in favor of any Persons (other than Permitted
          Liens);

                      (C)   all certificates and instruments representing
          the Pledged Collateral, stock transfer powers executed in
          blank with signatures guaranteed as the Agent or the Lenders
          may specify;

                      (D)   such consents, estoppels, subordination
          agreements and other documents and instruments executed by
          landlords, tenants and other Persons party to material
          contracts relating to any Collateral as to which the Agent
          shall be granted a Lien for the benefit of the Lenders, as
          requested by the Agent or any Lender; and

                      (E)   evidence that all other actions necessary or, in
          the reasonable opinion of the Agent or the Lenders,
          desirable to perfect and protect the first priority Lien
          created by the Collateral Documents (other than the
          Mortgages), and to enhance the Agent's ability to preserve
          and protect its interests in and access to the Collateral,
          have been taken;

          (ii)   a Perfection Certificate (as to each Loan Party,
including the Acquired Company and its subsidiaries);

          (g)    Insurance Policies.  Evidence that the Agent has
                 ------------------
been named as loss payee under all policies of casualty insurance under
a Form 438FBFU or other standard lender's loss payable endorsement, and
as additional insured under all policies of liability insurance,
required in accordance with Section 7.06 and the Collateral Documents,
together with a certificate of insurance as to all insurance coverage on
the properties of the Company and its Subsidiaries;

          (h)    Documents and Actions Relating to the Transaction.
                 -------------------------------------------------
A certificate of a Responsible Officer of the Company certifying (i) that
the Tender Offer Expiry Date has passed and there has been validly tendered,
in accordance with the terms of the Tender Offer, and for a share price not
in excess of $20.00, sufficient shares to satisfy the Minimum Condition and
evidence that all material terms and conditions of the Offer, other than
payment for tendered shares, have been satisfied in accordance with the terms
thereof; (ii) that all (A) authorizations, consents or approvals of, notices
to or filings with, any Governmental Authority, including pursuant to the
HSR Act, and (B) approvals and consents of any other Person (including any

                                 52.



<PAGE>
<PAGE>

holders of Indebtedness for borrowed money of the Acquired Company),
required in connection with the Tender Offer, the Transaction or the
execution, delivery and performance of the Transaction Documents, shall
have been obtained or made (and shall be in full force and effect) and
that all applicable waiting periods have expired without notice of any
action which seeks to restrain, enjoin or otherwise prohibit or
significantly delay the Transaction having been taken by any
Governmental Authority; and (iii) that the aggregate consideration
(including the assumption of Indebtedness and net of cash-on-hand at the
Acquired Company) for the Acquisition of the Acquired Company pursuant
to the Transaction shall not exceed $360,000,000;

          (i)    Certificate.  A certificate signed by a
                 -----------
Responsible Officer, dated as of the Closing Date, stating that:

          (i)    the representations and warranties contained in
Article VI are true and correct on and as of such date, as though made
on and as of such date;

          (ii)   no Default or Event of Default exists or would
result from the initial Credit Extension; and

          (iii)  there has occurred since December 31, 1998, no
event or circumstance that has resulted in a Material Adverse Effect;

          (j)    Existing Credit Facility.  Evidence reasonably
                 ------------------------
satisfactory to the Agent that the commitments to extend credit under
the Existing Credit Facility have been terminated and that all
principal, interest, charges and fees due thereunder have been paid or
that arrangements reasonably satisfactory to the Agent for the payment
thereof have been made by the Company (the Company and each Lender party
hereto that is a lender under the Existing Credit Facility acknowledging
that such commitments shall be terminated simultaneously with the
closing hereunder);

          (k)    Existing Receivables Purchase Facility.  Evidence
                 --------------------------------------
reasonably satisfactory to the Agent that the Existing Receivables
Purchase Facility shall have been amended to reduce the commitments to
extend credit or otherwise purchase accounts receivable thereunder to not
more than $25,000,000;

          (l)    Other Documents. (i) The audited balance sheet
                 ---------------
of the Parent and its Subsidiaries as at December 31, 1997, and December
31, 1998, and the related consolidated statements of income,
shareholders' equity and cash flows for the fiscal years then ended, and
the unaudited consolidated balance sheet of the Parent and its
Subsidiaries as at September 30, 1999, and the related consolidated
statements of income, shareholders' equity and cash flows, for the
fiscal quarter then ended, certified by a Responsible Officer of the
Parent;

          (ii)   the pro forma balance sheet of and six-year
financial statement projections for the Parent and its Subsidiaries and
the Acquired Company and its Subsidiaries as of and commencing at
December 31, 1999, and a completed Compliance Certificate as of December
31, 1999 (in substantially the form of Exhibit C with such changes as
shall be acceptable to the Agent and the Majority Banks), based on such
pro forma balance sheet and projections, each giving effect to the
Transaction and the transactions contemplated in connection therewith
and

                                 53.



<PAGE>
<PAGE>

reflecting good faith estimated purchase price accounting adjustments,
certified by a Responsible Officer of the Parent;

          (iii)  a true and complete copy of the Merger Agreement
and such other Transaction Documents as any Lender or the Agent may
reasonably specify, certified by a Responsible Officer of the Company;
and

          (iv)   such other approvals, opinions, documents or
materials as the Agent or any Lender may reasonably request.

     5.02 Conditions to All Credit Extensions.  The obligation of
          -----------------------------------
each Lender and the Swingline Bank to make any Credit Extension
(including its initial Credit Extension) or to continue or convert any
Loan under Section 2.04 and the obligation of the Issuing Bank to Issue
any Letter of Credit (including the initial Letter of Credit) and to
include the Existing BofA Letters of Credit herein shall be subject to
the satisfaction of the following conditions precedent on the relevant
Borrowing Date, Conversion/Continuation Date or Issuance Date:

          (a)    Notice, Application.  The Agent shall have
                 -------------------
received a Notice of Borrowing or a Notice of Conversion/Continuation,
as applicable or in the case of any Issuance of any Letter of Credit,
the Issuing Bank and the Agent shall have received an L/C Application or
L/C Amendment Application, as required under Section 3.02;

          (b)    Continuation of Representations and Warranties.
                 ----------------------------------------------
The representations and warranties in Article VI shall be true and
correct on and as of such Borrowing Date or Conversion/Continuation Date
or Issuance Date with the same effect as if made on and as of such
Borrowing Date or Conversion/Continuation Date or Issuance Date (except
to the extent such representations and warranties expressly refer to an
earlier date, in which case they shall be true and correct as of such
earlier date) and except that this subsection (b) shall be deemed
instead to refer to the last day of the most recent quarter and year for
which financial statements have then been delivered in respect of the
representation and warranty made in subsection 6.11(a));

          (c)    No Existing Default.  No Default or Event of
                 -------------------
Default shall exist or shall result from such Borrowing or continuation
or conversion or Issuance; and

          (d)    No Material Adverse Effect.  There has occurred
                 --------------------------
since December 31, 1999, no event or circumstance that has resulted in a
Material Adverse Effect; and

          (e)    No Future Advance Notice.  Neither the Agent nor
                 ------------------------
any Lender shall have received from the Company or any other Person any
notice that any Collateral Document will no longer secure on a first
priority basis future advances or future Loans to be made or extended
under this Agreement with respect to any Collateral having a book value
or fair market value in excess of $1,000,000 in the aggregate.

Each Notice of Borrowing, Notice of Conversion/Continuation and L/C
Application or L/C Amendment Application submitted by the Company
hereunder shall constitute a representation and warranty by the Company
hereunder, as of the date of each such notice and as of each

                                 54.



<PAGE>
<PAGE>

Borrowing Date, Conversion/Continuation Date, or Issuance Date, as
applicable, that the conditions in this Section 5.02 are satisfied.


                               ARTICLE VI


                    REPRESENTATIONS AND WARRANTIES
                    ------------------------------

     Each of the Parent and the Company represents and warrants to the Agent
and each Lender that:

     6.01 Corporate Existence and Power.  Each of the Parent and
          -----------------------------
the Company and each Subsidiary:

          (a)    is a corporation, limited liability company or
partnership duly organized or formed, as the case may be, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or formation;

          (b)    has the power and authority and all governmental
licenses, authorizations, consents and approvals (i) to own its assets
and carry on its business and (ii) in the case of each Loan Party, to
execute, deliver, and perform its obligations under the Loan Documents
and the Transaction Documents;

          (c)    is duly qualified, licensed and in good standing
under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, license or good standing; and

          (d)    is in compliance with all Requirements of Law;
except, in each case referred to in clause (b)(i), clause (c) or clause
(d) of this Section, to the extent that the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

     6.02 Corporate Authorization; No Contravention.  The
          -----------------------------------------
execution, delivery and performance by each Loan Party of this Agreement
and each other Loan Document or Transaction Document to which such
Person is party, have been duly authorized by all necessary corporate
action, and do not and will not:

          (a)    contravene the terms of any of that Person's
Organization Documents;

          (b)    conflict with or result in any breach or
contravention of, or the creation of any Lien under, any document
evidencing any Contractual Obligation to which such Person is a party or
any order, injunction, writ or decree of any Governmental Authority to
which such Person or its property is subject; or

          (c)    violate any Requirement of Law.

     6.03 Governmental Authorization.  No approval, consent,
          --------------------------
exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority (except for recordings or filings in
connection with the Liens granted to the Agent under the Collateral
Documents) is

                                 55.



<PAGE>
<PAGE>

necessary or required in connection with (i) the execution, delivery or
performance by, or enforcement against, the Company or any other Loan
Party of this Agreement or any other Loan Document or Transaction
Document or (ii) the consummation of the Tender Offer or the
Transaction, except in the case of this clause (ii), (A) such as will be
obtained before the Tender Offer Expiry Date or (B) where failure to
obtain or effect any of the foregoing could not reasonably be expected
to have a Material Adverse Effect.

     6.04 Binding Effect. (a)  This Agreement and each other Loan
          --------------
Document to which the Company or any other Loan Party is a party
constitute the legal, valid and binding obligations of such Person,
enforceable against such Person in accordance with their respective
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability.

     (b)  The Merger Agreement is in full force and effect, enforceable
against the parties thereto in accordance with its terms, and has not
been amended or modified in any material respect since its date of
execution.  The Offer has not been amended or modified in any material
respect.

     6.05 Litigation.  Except as specifically disclosed in Schedule
          ----------                                       --------
6.05, there are no actions, suits, proceedings, claims or disputes
----
pending, or to the best knowledge of the Parent and the Company,
threatened or contemplated, at law, in equity, in arbitration or before
any Governmental Authority, against the Parent, the Company, the
Acquired Company or any of their respective Subsidiaries or any of their
respective properties which:

          (a)    purport to affect or pertain to this Agreement or
any other Document, or any of the transactions contemplated hereby or
thereby; or

          (b)    if determined adversely to the Parent, the Company,
the Acquired Company or any of their respective Subsidiaries, would
reasonably be expected to have a Material Adverse Effect.  No
injunction, writ, temporary restraining order or any order of any nature
has been issued by any court or other Governmental Authority purporting
to enjoin or restrain the execution, delivery or performance of this
Agreement or any other Document, or directing that the transactions
provided for herein or therein not be consummated as herein or therein
provided.

     6.06 No Defaults.  No Default or Event of Default exists or
          -----------
would result from the incurring of any Obligations by the Company or any
other Loan Party or from the grant or perfection of the Liens of the
Agent and the Lenders on the Collateral.  Neither the Parent, the
Company nor any Subsidiary is in default under or with respect to any
Contractual Obligation in any respect which, individually or together
with all such defaults, could reasonably be expected to have a Material
Adverse Effect, or that would create an Event of Default under
subsection 9.01(e).

     6.07 ERISA Compliance.  Except as specifically disclosed in
          ----------------
Schedule 6.07:
-------------

          (a)    Each Plan is in compliance in all material respects
with the applicable provisions of ERISA, the Code and other federal or
state law.  Each Plan which is intended to qualify under Section 401(a)
of the Code has received a favorable determination letter from the

                                 56.



<PAGE>
<PAGE>

IRS and to the best knowledge of the Parent and the Company, nothing has
occurred which would cause the loss of such qualification.  The Parent,
the Company and each ERISA Affiliate has made all required contributions
to any Plan subject to Section 412 of the Code, and no application for a
funding waiver or an extension of any amortization period pursuant to
Section 412 of the Code has been made with respect to any Plan.

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

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

     6.08 Use of Proceeds; Margin Regulations.  The proceeds of the
          -----------------------------------
Loans and the Letters of Credit are to be used solely for the purposes
set forth in and permitted by Section 7.12 and Section 8.07.  Neither
Parent, the Company nor any Subsidiary is generally engaged in the
business of purchasing or selling Margin Stock or extending credit for
the purpose of purchasing or carrying Margin Stock.

     6.09 Title to Properties; Liens.  The Parent, Company and each
          --------------------------
Subsidiary have good record and marketable title in fee simple to, or
valid leasehold interests in, all real property necessary or used in the
ordinary conduct of their respective businesses, except for such defects
in title as could not, individually or in the aggregate, have a Material
Adverse Effect.  The property of Parent, the Company and each Subsidiary
is subject to no Liens, other than Permitted Liens, and Liens that will
be extinguished with the proceeds of the Loans.

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

                                 57.



<PAGE>
<PAGE>

     6.11 Financial Condition. (a) The audited consolidated balance
          -------------------
sheet of the Parent and its Subsidiaries dated December 31, 1998, the
unaudited balance sheet of the Parent and its Subsidiaries for the
fiscal quarter ended September 30, 1999, and in each case, the related
consolidated statements of income or operations, shareholders' equity
and cash flows for the fiscal period ended on that date:

          (i)    were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise
expressly noted therein, subject to ordinary, good faith year end audit
adjustments in the case of quarterly financial statements;

          (ii)   are complete and accurate in all material respects
and fairly present the financial condition of the Parent and its
Subsidiaries as of the date thereof and results of operations and cash
flows for the period covered thereby; and

          (iii)  except as specifically disclosed in Schedule
                                                     --------
6.11, show all material Indebtedness and other liabilities, direct or
----
contingent, of the Parent and its consolidated Subsidiaries as of the
date thereof, including liabilities for taxes, material commitments and
Contingent Obligations.

          (b)    The pro forma financial statements of the Parent
and its Subsidiaries referred to in subsection 5.01(l)(ii) were prepared
on a basis consistent with GAAP as applied to the Parent's financial
statements, have been prepared in good faith by the Parent based on
reasonable assumptions, are based on the best information available to
the Parent as of the date of delivery thereof, accurately reflect all
material adjustments required to be made to give effect to the
Transaction, and present fairly on a pro forma basis the estimated
consolidated financial position of the Parent as of the date thereof,
assuming consummation of the Transaction.

          (c)    Since December 31, 1998, there has not been any
Material Adverse Effect.

     6.12 Environmental Matters.  The Company conducts in the
          ---------------------
ordinary course of business a review of the effect of existing
Environmental Laws and existing Environmental Claims on its and its
Subsidiaries' business, operations and properties, and as a result
thereof the Company has reasonably concluded that, except as
specifically disclosed in Schedule 6.12, such Environmental Laws and
                          -------------
Environmental Claims could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

          (a)    Except as specifically disclosed in Schedule
                                                     --------
6.12, the ongoing operations of the Parent, the Company and each of
----
its Subsidiaries comply in all respects with all Environmental Laws,
except such non-compliance which would not (if enforced in accordance
with applicable law) result in liability in excess of $10,000,000 in the
aggregate.

          (b)    Except as specifically disclosed in Schedule
                                                     --------
6.12, the Parent, the Company and each of its Subsidiaries have
----
obtained all licenses, permits, authorizations and registrations
required under any Environmental Law ("Environmental Permits") and
                                       ---------------------
necessary for their respective ordinary course operations, all such
Environmental Permits are in good standing, and the Parent, the Company
and each of its Subsidiaries are in compliance with all material terms
and conditions of such Environmental Permits.

                                 58.



<PAGE>
<PAGE>

          (c)    Except as specifically disclosed in Schedule
                                                     --------
6.12, none of the Parent, the Company, any of its Subsidiaries or any
----
of their respective present property or operations, is subject to any
outstanding written order from or agreement with any Governmental
Authority, nor subject to any judicial or docketed administrative
proceeding, respecting any Environmental Law, Environmental Claim or
Hazardous Material.

          (d)    Except as specifically disclosed in Schedule
                                                     --------
6.12, there are no Hazardous Materials or other conditions or
----
circumstances existing with respect to any property of the Parent, the
Company or any Subsidiary, or arising from operations prior to the
Closing Date, of the Parent, the Company or any of its Subsidiaries that
would reasonably be expected to give rise to Environmental Claims with a
potential liability of the Parent, the Company and any Subsidiary in
excess of $10,000,000 in the aggregate for any such condition,
circumstance or property.  In addition, (i) neither the Parent, the
Company nor any Subsidiary has any underground storage tanks (A) that
are not properly registered or permitted under applicable Environmental
Laws, or (B) that are leaking or disposing of Hazardous Materials off-
site, and (ii) the Parent, the Company and any Subsidiary have notified
all of their employees of the existence, if any, of any health hazard
arising from the conditions of their employment and have met all
notification requirements under Title III of CERCLA and all other
Environmental Laws.

     6.13 Collateral Documents. (a) The provisions of each of the
          --------------------
Collateral Documents are effective to create in favor of the Agent for
the benefit of the Lenders, a legal, valid and enforceable first
priority security interest in all right, title and interest of the Loan
Parties in the Collateral described therein; and financing statements
have been filed in the offices in all of the jurisdictions listed in the
schedule to the Security Agreement.

          (b)    Each Mortgage when delivered will be effective to
grant to the Agent for the benefit of the Lenders a legal, valid and
enforceable deed of trust or mortgage lien on all the right, title and
interest of the mortgagor under such Mortgage in the mortgaged property
described therein.  When each such Mortgage is duly recorded in the
offices listed on the schedule to such Mortgage and the mortgage
recording fees and taxes in respect thereof are paid and compliance is
otherwise had with the formal requirements of state law applicable to
the recording of real estate mortgages generally, each such mortgaged
property, subject to the encumbrances and exceptions to title set forth
therein and except as noted in the title policies delivered to the Agent
pursuant to Section 4.01, is subject to a legal, valid, enforceable and
perfected first priority deed of trust or mortgage; and when financing
statements have been filed in the offices specified in such Mortgage,
such Mortgage also creates a legal, valid, enforceable and perfected
first lien on, and security interest in, all right, title and interest
of the mortgagor under such Mortgage in all personal property and
fixtures which is covered by such Mortgage, subject to no other Liens,
except the encumbrances and exceptions to title set forth therein and
except as noted in the title policies delivered to the Agent pursuant to
Section 5.01, and Permitted Liens.

          (c)    All representations and warranties of the Loan
Parties contained in the Collateral Documents are true and correct.

     6.14 Regulated Entities.  None of the Company, any Person
          ------------------
controlling the Company, or any Subsidiary, is an "Investment Company"
within the meaning of the Investment Company

                                 59.



<PAGE>
<PAGE>

Act of 1940.  Neither the Company nor any other Loan Party is subject to
regulation under the Public Utility Holding Company Act of 1935, the
Federal Power Act, the Interstate Commerce Act, any state public
utilities code, or any other Federal or state statute or regulation
limiting its ability to incur Indebtedness.

     6.15 No Burdensome Restrictions; No Restrictions on Subsidiary
          ---------------------------------------------------------
Dividends.  Neither the Parent, the Company nor any Subsidiary is a
---------
party to or bound by any Contractual Obligation, or subject to any
restriction in any Organization Document, or any Requirement of Law,
which could reasonably be expected to have a Material Adverse Effect.
Neither the Parent, the Company nor any Subsidiary is a party to or
bound by any Contractual Obligation which restricts, limits or prohibits
the payment of dividends by any Subsidiary or the making of any other
distribution in respect of such Subsidiary's capital stock.

     6.16 Copyrights, Patents, Trademarks and Licenses, Etc.  The
          -------------------------------------------------
Parent, the Company or its Subsidiaries own or are licensed or otherwise
have the right to use all of the patents, trademarks, service marks,
trade names, copyrights, contractual franchises, authorizations and
other rights that are reasonably necessary for the operation of their
respective businesses, without conflict with the rights of any other
Person.  To the best knowledge of the Parent and the Company, no slogan
or other advertising device, product, process, method, substance, part
or other material now employed, or now contemplated to be employed, by
the Parent, the Company or any Subsidiary infringes upon any rights held
by any other Person.  Except as specifically disclosed in Schedule
                                                          ---------
6.05, no claim or litigation regarding any of the foregoing is pending
----
or, to the best knowledge of the Parent and the Company, threatened, and
no patent, invention, device, application, principle or any statute,
law, rule, regulation, standard or code is pending or, to the best
knowledge of the Parent and the Company, proposed, which, in either
case, could reasonably be expected to have a Material Adverse Effect.

     6.17 Subsidiaries.  As of the Closing Date (after giving
          ------------
effect to the Transaction), the Parent has no Subsidiaries other than
those specifically disclosed in part (a) of Schedule 6.17 and has no
                                            -------------
equity investments in any other Person other than those specifically
disclosed in part (b) of Schedule 6.17.
                         -------------

     6.18 Insurance.  Except as specifically disclosed in Schedule
          ---------                                      ---------
6.18, the properties of the Parent, the Company and any Subsidiary are
----
insured with financially sound and reputable insurance companies not
Affiliates of the Company, in such amounts, with such deductibles and
covering such risks as are customarily carried by companies engaged in
similar businesses and owning similar properties in localities where the
Parent, the Company or such Subsidiary operates except to the extent the
Parent, the Company and any Subsidiary maintain a plan or plans of self-
insurance to such extent and covering such risks as is usual for
companies of similar size engaged in similar businesses and owning
similar properties.

     6.19 Swap Obligations. (a) Neither the Parent, the Company nor
          ----------------
any of its Subsidiaries has incurred any outstanding obligations under
any Swap Contracts, other than Permitted Swap Obligations.  The Parent
has undertaken its own independent assessment of its consolidated
assets, liabilities and commitments and has considered appropriate means
of mitigating and managing risks associated with such matters and has
not relied on any Swap

                                 60.



<PAGE>
<PAGE>

Provider or any Affiliate of any Swap Provider in determining whether to
enter into any Swap Contract.

          (b)    Neither the Company nor any of its Subsidiaries has
entered into any master agreement relating to Swap Contracts and under
which termination values resulting from Swap contracts that are
Specified Swap Contracts are nettable against termination values
resulting from Swap Contracts that are not Specified Swap Contracts,
unless only Specified Swap Contracts are outstanding under such master
agreement.

     6.20 Year 2000.  The Parent has (a) completed a review and
          ---------
assessment of all areas within its and each of its Subsidiaries'
business and operations (including those affected by customers and
vendors) that could be adversely affected by the "Year 2000 Problem"
(that is, the risk that computer applications and devices containing
imbedded computer chips used by the Parent or any of its Subsidiaries
(or their respective customers and vendors) may be unable to recognize
and perform properly date-sensitive functions involving certain dates
prior to and any date after December 31, 1999), (b) developed a plan and
timeline for addressing the Year 2000 Problem on a timely basis, and (c)
implemented that plan in accordance with that timetable.  The Year 2000
Problem has not resulted in, and the Parent and the Company reasonably
believe that the Year 2000 Problem will not result in, a Material
Adverse Effect.

     6.21 Merger Representations.  All representations and
          ----------------------
warranties of the Purchaser or the Parent in the Merger Agreement are
true and correct in all material respects as of each date made or deemed
made.  To the best of Parent's knowledge, all representations and
warranties of the Acquired Company in the Merger Agreement are true and
correct in all material respects as of each date made or deemed made.

     6.22 Full Disclosure.  None of the representations or
          ---------------
warranties made by the Parent, the Company or any Subsidiary in the Loan
Documents as of the date such representations and warranties are made or
deemed made, and none of the statements contained in any exhibit,
report, statement or certificate furnished by or on behalf of the
Parent, the Company or any Subsidiary in connection with the Loan
Documents (including the offering and disclosure materials delivered by
or on behalf of the Company to the Lenders prior to the Closing Date),
contains any untrue statement of a material fact or omits any material
fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they are made,
not misleading as of the time when made or delivered; provided that to
                                                      --------
the extent any such information, report, financial statement, exhibit or
schedule was based upon or constitutes a forecast or projection, the
Parent and the Company represent only that they have acted in good faith
and utilized reasonable assumptions and due care in the preparation of
such information, report, financial statement, exhibit or schedule (it
being understood that forecasts and projections by their nature involve
approximations and uncertainties).

                                 61.


<PAGE>
<PAGE>
                              ARTICLE VII


                         AFFIRMATIVE COVENANTS
                         ---------------------

     So long as any Lender shall have any Commitment hereunder, or any
Loan or other Obligation shall remain unpaid or unsatisfied, or any
Letter of Credit shall remain outstanding, unless the Majority Lenders
waive compliance in writing:

     7.01 Financial Statements.  The Parent shall deliver to the
          --------------------
Agent, with sufficient copies for each Lender, in form and detail
reasonably satisfactory to the Agent and the Majority Lenders:

          (a)    as soon as available, but not later than 90 days
after the end of each fiscal year (commencing with the fiscal year ended
December 31, 1999), a copy of the audited consolidated balance sheet of
the Parent and its Subsidiaries as at the end of such year and the
related consolidated statements of income or operations, shareholders'
equity and cash flows for such year, setting forth in each case in
comparative form the figures for the previous fiscal year, and
accompanied by the unqualified opinion of Ernst & Young, LLP or another
nationally-recognized independent public accounting firm (the
"Independent Auditor") which report shall state that such consolidated
financial statements present fairly the financial position for the
periods indicated in conformity with GAAP applied on a basis consistent
with prior years.  Such opinion shall not be qualified as to (i) going
concern, (ii) any limitation in the scope of the audit, or (iii)
possible errors generated by financial reporting and related systems due
to the Year 2000 problem;

          (b)    as soon as available, but not later than 45 days
after the end of each of the first three fiscal quarters of each fiscal
year, a copy of the unaudited consolidated balance sheet of the Parent
and its Subsidiaries as of the end of such quarter and the related
consolidated statements of income, shareholders' equity and cash flows
for the period commencing on the first day and ending on the last day of
such quarter, and certified by a Responsible Officer as being complete
and accurate in all material respects and fairly presenting, in
accordance with GAAP (subject to ordinary, good faith year-end audit
adjustments), the financial position and the results of operations and
cash flows of the Parent and the Subsidiaries;

          (c)    as soon as available, but not later than 90 days
after the end of each fiscal year (commencing with the fiscal year ended
December 31, 1999), copies of unaudited consolidating balance sheets of
the Parent and its Subsidiaries, by business unit or as otherwise
provided to the Independent Auditor, as at the end of such year and the
related consolidating statements of income, shareholders' equity and
cash flows for such year, certified by a Responsible Officer as having
been developed and used in connection with the preparation of the
financial statements referred to in subsection 7.01(a); and

          (d)    as soon as available, but not later than 45 days
after the end of each of the first three fiscal quarters of each fiscal
year, copies of the unaudited consolidating balance sheets of the Parent
and its Subsidiaries, by business unit or as otherwise provided to the
Independent Auditor, and the related consolidating statements of income,
shareholders' equity and cash flows

                                 62.



<PAGE>
<PAGE>

for such quarter, all certified by a Responsible Officer as having been
developed and used in connection with the preparation of the financial
statements referred to in subsection 7.01(b).

As to any information contained in materials furnished pursuant to
subsection 7.02(c) below, the Parent shall not be separately required to
furnish such information under subsection (a) or (b) above, but the
foregoing shall not be in derogation of the obligation of the Parent to
furnish the information and materials described in subsection (a) and
(b) above at the times specified therein.

     7.02 Certificates; Other Information.  The Parent shall furnish
          -------------------------------
to the Agent, with sufficient copies for each Lender:

          (a)  within 90 days after the close of each fiscal year, an
update of the projections delivered to the Lenders prior to the Closing
Date (the "Closing Date Projections") for the then-current fiscal year
and for each fiscal year then remaining within the original six-year period
covered by the Closing Date Projections, certified by a Responsible Officer
of the Parent, together with a statement of such Responsible Officer explaining
in reasonable detail any significant variances from the Closing Date
Projections;

          (b)    concurrently with the delivery of the financial
statements referred to in subsections 7.01(a) and (b), a Compliance
Certificate executed by a Responsible Officer;

          (c)    promptly, copies of all financial statements and
reports that the Parent sends to its shareholders, and copies of all
financial statements and regular, periodical or special reports
(including Forms 10K, 10Q and 8K) that the Parent, the Company or any
Subsidiary may make to, or file with, the SEC;

          (d)    promptly upon sending or receipt, copies of any and
all management letters and correspondence relating to management
letters, sent or received by the Parent, the Company or any of its
Subsidiaries to or from the Independent Auditor;

          (e)    concurrently with the delivery of the financial
statements referred to in subsections 7.01(a) and (b), an Update
Certificate, in substantially the form of Exhibit K, executed by a
                                          ---------
Responsible Officer of the Parent;

          (f)    promptly, such additional information regarding the
business, financial or corporate affairs of the Parent, the Company or
any Subsidiary as the Agent, at the request of any Lender, may from time
to time request.

     7.03 Notices.  The Company shall promptly notify the Agent and
          -------
each Lender:

          (a)    of the occurrence of any Default or Event of
Default, and of the occurrence or existence of any event or circumstance
that could reasonably be expected to result in a Default or Event of
Default;

          (b)    of any matter that has resulted or could reasonably
be expected to result in a Material Adverse Effect, including (i) any
breach or non-performance of, or any default under, any Contractual
Obligation of the Parent, the Company or any of its Subsidiaries which
has

                                 63.



<PAGE>
<PAGE>

resulted or could result in a Material Adverse Effect; and (ii) any
dispute, litigation, investigation, proceeding or suspension which may
exist at any time between the Parent, the Company or any of its
Subsidiaries and any Governmental Authority (including under or pursuant
to any Environmental Laws) which has resulted or could result in a
Material Adverse Effect;

          (c)    of the commencement of, or any material development
in, any litigation or proceeding affecting the Parent, the Company or
any Subsidiary (i) which, if adversely determined, would reasonably be
expected to have a Material Adverse Effect, or (ii) in which the relief
sought is an injunction or other stay of the performance of this
Agreement or any other Document;

          (d)    upon, but in no event later than 10 days after,
becoming aware of (i) any and all enforcement, cleanup, removal or other
governmental or regulatory actions instituted, completed or threatened
against the Parent, the Company or any Subsidiary or any of their
respective properties pursuant to any applicable Environmental Laws,
(ii) all other Environmental Claims, and (iii) any environmental or
similar condition on any real property adjoining or in the vicinity of
the property of the Parent, the Company or any Subsidiary that could
reasonably be anticipated to result in liability of the Parent, the
Company or any Subsidiary in excess of $5,000,000;

          (e)    of any other litigation or proceeding affecting the
Parent, the Company or any of its Subsidiaries which the Parent would be
required to report to the SEC pursuant to the Exchange Act, within four
days after reporting the same to the SEC;

          (f)    of any material change in accounting policies or
financial reporting practices by the Parent or any of its consolidated
Subsidiaries;

          (g)    of the occurrence of any Event of Loss exceeding
$10,000,000;

          (h)    upon the request from time to time of the Agent,
the Swap Termination Values, together with a description of the method
by which such amounts were determined, relating to any then-outstanding
Swap Contracts to which the Parent, the Company or any of its
Subsidiaries is party; and

          (i)    within 10 days after the date thereof, of the
consummation of any Acquisition, or the incurrence of any Contractual
Obligations with respect to any Acquisition, by the Company or any
Subsidiary, if the aggregate cash and noncash consideration (including
assumption of liabilities and including all Contingent Obligations, but
excluding normal current liabilities incurred by the Company or such
Subsidiary by its assumption of the working capital position of the
acquired Person) in connection with such Acquisition is (or could
reasonably be expected to become) $10,000,000 or more, together with a
completed worksheet in substantially the form of Schedule 1 to the
Compliance Certificate, certified by a Responsible Officer of the
Parent, demonstrating the Parent's pro forma compliance with the
financial covenants set forth in Section 8.21, measured as of the last
day of the fiscal quarter then most recently ended, after giving effect
to such Acquisition.

                                 64.



<PAGE>
<PAGE>

          Each notice under this Section shall be accompanied by a
written statement by a Responsible Officer setting forth details of the
occurrence referred to therein, and stating what action the Parent, the
Company or any affected Subsidiary proposes to take with respect thereto
and at what time.  Each notice under subsection 7.03(a) shall describe
with particularity any and all clauses or provisions of this Agreement
or other Loan Document that have been (or foreseeably will be) breached
or violated.

     7.04 Preservation of Corporate Existence, Etc. The Parent and
          -----------------------------------------
the Company shall, and shall cause each Subsidiary to, except in
connection with transactions permitted by Section 8.03 and sales of
assets permitted by Section 8.02:

          (a)    preserve and maintain in full force and effect its
(i) legal existence and (ii) good standing under the laws of its state
or jurisdiction of incorporation or formation;

          (b)    preserve and maintain in full force and effect all
governmental rights, privileges, qualifications, permits, licenses and
franchises necessary or desirable in the normal conduct of its business,
the non-preservation of which could reasonably be expected to have a
Material Adverse Effect;

          (c)    use reasonable efforts, in the ordinary course of
business, to preserve its business organization and goodwill; and

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

     7.05 Maintenance of Property.  The Parent and the Company
          -----------------------
shall, and shall cause each Subsidiary to, maintain, and preserve all
its property which is used or useful in its business in good working
order and condition, ordinary wear and tear excepted and make all
necessary repairs thereto and renewals and replacements thereof except
where the failure to do so could not reasonably be expected to have a
Material Adverse Effect.  The Parent, the Company and each Subsidiary
shall use the standard of care typical in the industry in the operation
and maintenance of its facilities.

     7.06 Insurance.  In addition to insurance requirements set
          ---------
forth in the Collateral Documents, the Parent and the Company shall, and
shall cause each Subsidiary to, maintain with financially sound and
reputable independent insurers, insurance with respect to its properties
and business against loss or damage of the kinds customarily insured
against by Persons engaged in the same or similar business, of such
types and in such amounts as are customarily carried under similar
circumstances by such other Persons, including workers' compensation
insurance, public liability and property and casualty insurance, except
to extent that the Parent, the Company and any Subsidiary maintain a
plan or plans of self-insurance to such extent and covering such risks
as is usual for companies of similar size engaged in similar businesses
and owning similar properties.  Unless and until the Collateral Release
Date shall have occurred, all such insurance shall name the Agent as
loss payee/mortgagee and as additional insured, for the benefit of the
Lenders, as their interests may appear.  Upon request of the Agent or
any Lender, the Parent shall furnish the Agent, with sufficient copies
for each Lender, at reasonable intervals (but not more

                                 65.



<PAGE>
<PAGE>

than once per calendar year) a certificate of a Responsible Officer of
the Parent (and, if requested by the Agent, any insurance broker of the
Parent) setting forth the nature and extent of all insurance maintained
by the Parent, the Company and any Subsidiary in accordance with this
Section or any Collateral Document then in effect (and which, in the
case of a certificate of a broker, were placed through such broker).

     7.07 Payment of Obligations.  The Parent and the Company
          ----------------------
shall, and shall cause each Subsidiary to, pay and discharge as the same
shall become due and payable, all their respective obligations and
liabilities, including:

          (a)    all tax liabilities, assessments and governmental
charges or levies upon it or its properties or assets, unless the same
are being contested in good faith by appropriate proceedings and
adequate reserves in accordance with GAAP are being maintained by the
Parent, the Company or such Subsidiary;

          (b)    all lawful claims which, if unpaid, would by law
become a Lien upon its property not constituting a Permitted Lien; and

          (c)    all Indebtedness, as and when due and payable, but
subject to any subordination provisions contained in any instrument or
agreement evidencing such Indebtedness (except where failure to do so
would not otherwise constitute a Default or Event of Default hereunder).

     7.08 Compliance with Laws.  The Parent and the Company shall
          --------------------
comply, and shall cause each Subsidiary to comply, in all material
respects with all Requirements of Law of any Governmental Authority
having jurisdiction over it or its business (including the Federal Fair
Labor Standards Act), except such as may be contested in good faith or
as to which a bona fide dispute may exist.

     7.09 Compliance with ERISA.  The Parent and the Company shall,
          ---------------------
and shall cause each of their ERISA Affiliates to:  (a) maintain each
Plan in compliance in all material respects with the applicable
provisions of ERISA, the Code and other federal or state law; (b) cause
each Plan which is qualified under Section 401(a) of the Code to
maintain such qualification; and (c) make all required contributions to
any Plan subject to Section 412 of the Code.

     7.10 Inspection of Property and Books and Records.  The Parent
          --------------------------------------------
and the Company shall, and shall cause each Subsidiary to, maintain
proper books of record and account, in which full, true and correct
entries in conformity with GAAP consistently applied shall be made of
all financial transactions and matters involving the assets and business
of the Parent, the Company and such Subsidiary.  The Parent and the
Company shall permit, and shall cause each Subsidiary to permit,
representatives and independent contractors of the Agent or any Lender
to visit and inspect any of their respective properties, to examine
their respective corporate, financial, operating and other records, and
make copies thereof or abstracts therefrom, and to discuss their
respective affairs, finances and accounts with their respective
directors, officers, and independent public accountants, all at the
expense of the Company and at such reasonable times during normal
business hours and as often as may be reasonably desired, upon
reasonable advance notice to the Company; provided, however, when
                                          --------  -------
an Event of Default exists the Agent or any

                                 66.


<PAGE>
<PAGE>

Lender may do any of the foregoing at the expense of the Company at any
time during normal business hours and without advance notice.

     7.11 Environmental Laws.
          ------------------

          (a)    The Parent and the Company shall, and shall cause
each Subsidiary to, conduct its operations and keep and maintain its
property in compliance with all Environmental Laws, except to the extent
that any noncompliance therewith could not reasonably be expected to
result in a Material Adverse Effect.

     7.12 Use of Proceeds.  The Company shall use the proceeds of
          ---------------
the Loans and the Letters of Credit: (i) to fund the purchase of shares
tendered pursuant to the Tender Offer, the consummation of the Merger
and the payment of fees, costs and expenses arising out of the
Transaction; (ii) to refinance Indebtedness of the Acquired Company;
(iii) to refinance the Indebtedness of the Company under the Existing
Credit Facility; (iv) to repay Indebtedness of the Company under the
Existing Receivables Purchase Facility; and (v) for working capital and
other general corporate purposes not in contravention of any Requirement
of Law or of any Document.

     7.13 Merger.  The Company shall ensure that the Merger is
          ------
consummated within forty-five days after the Purchaser first purchases
shares of the Acquired Company pursuant to the Tender Offer.

     7.14 Additional Guarantors.  (a)  If any Subsidiary shall at
          ---------------------
any time become a U.S. Subsidiary, or if the Parent, the Company or any
Subsidiary otherwise shall incorporate, create or acquire any U.S.
Subsidiary, the Parent and the Company shall cause such U.S. Subsidiary
to furnish promptly, but in no event more than 30 days thereafter, each
of the following to the Agent, in sufficient quantities for each Lender:

          (i)  a duly executed notice and agreement in
substantially the form of Exhibit I (an "Additional Guarantor
                          ---------      ---------------------
Assumption Agreement");
--------------------

          (ii) (A) copies of the resolutions of the board of directors (or
equivalent governing body) of such Subsidiary approving and authorizing
the execution, delivery and performance by such Subsidiary of its
Additional Guarantor Assumption Agreement and this Agreement, certified
as of the date of such Additional Guarantor Assumption Agreement (the
"Additional Guarantor Accession Date") by the Secretary or an
 -----------------------------------
Assistant Secretary (or other appropriate officer) of such Subsidiary;
(B) a certificate of the Secretary or Assistant Secretary (or other
appropriate officer) of such Subsidiary certifying the names and true
signatures of the officers of such Subsidiary authorized to execute and
deliver and perform, as applicable, its Additional Guarantor Assumption
Agreement, this Agreement and all other Loan Documents to be delivered
hereunder; (C) copies of the articles or certificate of incorporation
and bylaws (or other applicable Organization Documents) of such
Subsidiary as in effect on the Additional Guarantor Accession Date,
certified by the Secretary or Assistant Secretary (or other appropriate
officer) of such Subsidiary as of the Additional Guarantor Accession
Date; and (D) an opinion of counsel to such Subsidiary and addressed to
the Agent and the Lenders, substantially in the form of Exhibit J;
                                                        ---------
and

                                 67.




<PAGE>
<PAGE>

          (iii)  (A) such amendments to the schedules to the
Security Agreement as shall be required in connection with the accession
of such Subsidiary thereto; (B) executed UCC-1 financing statements
furnished by the Agent in each jurisdiction in which such filing is
necessary to perfect the security interest of the Agent on behalf of the
Lenders in the Collateral of such Subsidiary and in which the Agent
requests that such filing be made; and (C) if requested by the Agent or
if otherwise required by subsection 7.17(b), such Mortgages and other
documents as may be required to create and perfect a lien in the
interests of such Subsidiary in any real property and such title
insurance policies and other documents as the Agent or the Majority
Lenders may reasonably request in connection therewith.

          (b)    Additionally, the Parent, the Company and such
Subsidiary shall have executed and delivered to the Agent (in sufficient
quantities for each Lender) such other items as reasonably requested by
the Agent in connection with the foregoing, including officers'
certificates, search reports and other certificates and documents.

          (c)    The parties agree and acknowledge that Mail-Well
Trade Receivables Corporation and any other direct or indirect special
purpose Subsidiary of the Parent or the Company created for purposes of
effecting the purchase and sale of accounts receivable under the
Permitted Receivables Purchase Facility shall not be required to be
Guarantors hereunder.

     7.15 Additional Subsidiaries.  If the Parent or the Company,
          -----------------------
directly or indirectly, incorporates, creates or acquires any additional
Subsidiary, then within ten (10) days thereafter, the Parent or the
Company, as the case may be, shall (i) (A) pledge the capital stock of
such additional Subsidiary to the Agent pursuant to the Security
Agreement, if such stock is directly owned by the Parent or the Company,
or (B) if such stock is owned by a Subsidiary, cause such Subsidiary to
pledge the capital stock of such additional Subsidiary to the Agent
pursuant to the Security Agreement, and (ii) execute and deliver, or
cause such Subsidiary to have executed and delivered, to the Agent stock
transfer powers executed in blank with signatures guaranteed as the
Agent shall request, such UCC-1 financing statements (as furnished by
the Agent) in each jurisdiction in which such filing is necessary to
perfect the security interest of the Agent in the Collateral with
respect to the Parent, the Company or such Subsidiary, and (iii) deliver
such other items as reasonably requested by the Agent in connection with
the foregoing, including resolutions, incumbency and officers'
certificates, opinions of counsel, search reports and other certificates
and documents; provided, however, that if any such additional
               --------  -------
Subsidiary is not a U.S. Subsidiary, in no event shall more than 65% of
the capital stock of any such Subsidiary be required to be so pledged.

     7.16 Real Property Collateral.  The Company shall deliver to
          ------------------------
the Agent, not later than 60 days after the Closing Date, all of the
following, in form and substance satisfactory to the Agent:

          (a)    A Mortgage for each parcel of real property listed
on Schedule 7.16, executed by the Company or other applicable Loan
Party, in appropriate form for recording, where necessary, together
with:

          (i)    with respect to each Mortgaged Property, an
A.L.T.A. Form B (or other form acceptable to the Agent and the Lenders
mortgagee policy of title insurance or a binder

                                 68.



<PAGE>
<PAGE>

issued by a title insurance company reasonably satisfactory to the Agent
and the Lenders insuring (or undertaking to insure, in the case of a
binder) that the Mortgage creates and constitutes a valid first Lien
against the Mortgaged Property in favor of the Agent, subject only to
exceptions acceptable to the Agent and the Lenders, with such
endorsements and affirmative insurance as the Agent or any Lender may
reasonably request;

          (ii)   ALTA surveys and surveyor's certification as to all
real property and all land covered by a lease in respect of which there
is delivered a Mortgage, as may be reasonably required by the Agent,
each in form and substance reasonably satisfactory to the Agent and the
Lenders;

          (iii)  proof of payment of all title insurance premiums,
documentary stamp or intangible taxes, recording fees and mortgage taxes
payable in connection with the recording of any Mortgage or the issuance
of the title insurance policies including sums due in connection with
any future advances;

          (iv)   such consents, estoppels, subordination agreements
and other documents and instruments executed by landlords, tenants and
other Persons party to material contracts relating to any Collateral as
to which the Agent shall be granted a Lien for the benefit of the
Lenders, as requested by the Agent or any Lender; and

          (v)    evidence that all other actions necessary or, in
the reasonable opinion of the Agent or the Lenders, desirable to perfect
and protect the first priority Lien created by the Mortgages, and to
enhance the Agent's ability to preserve and protect its interests in and
access to the Collateral, have been taken.

          (b)    An environmental site assessment with respect to
any real property as to which the Agent is granted a Lien for the
benefit of the Lenders, dated as of a recent date, prepared by a
qualified firm acceptable to the Agent and the Lenders, stating, among
other things, that such real property is free from Hazardous Materials
and that operations conducted thereon are in compliance with all
Environmental Laws.

          (c)    Opinions of local counsel to the Company and the
other Loan Parties addressed to the Agent and the Lenders, in
substantially the form of Exhibit D-2, for each state where any
                          -----------
Mortgaged Property is located.

     7.17 Further Assurances. (a) The Company shall ensure that all
          ------------------
written information, exhibits and reports furnished to the Agent or the
Lenders do not and will not contain any untrue statement of a material
fact and do not and will not omit to state any material fact or any fact
necessary to make the statements contained therein not misleading in
light of the circumstances in which made, and will promptly disclose to
the Agent and the Lenders and correct any defect or error that may be
discovered therein or in any Loan Document or in the execution,
acknowledgement or recordation thereof.

          (b)    If at any time the Parent, the Company or any
Subsidiary shall become the owner of any real property that is located
in the United States that has a fair market or book value equal to at
least $1,000,000, then the Parent or the Company shall promptly notify
the Agent thereof and the Parent and the Company shall (and shall cause
such Subsidiary to)

                                 69.



<PAGE>
<PAGE>

promptly, and in any event within thirty (30) days following acquisition
of such real property, enter into and deliver to the Agent a Mortgage in
respect of such property, in form and substance reasonably satisfactory
to the Agent, together with such title insurance policies, insurance
endorsements, surveys, appraisals, consents, estoppels, subordination
agreements and other documents and other instruments as the Agent or the
Majority Lenders shall reasonably request.

          (c)    Promptly upon request by the Agent or the Majority
Lenders, the Parent and the Company shall (and shall cause any of its
Subsidiaries to) do, execute, acknowledge, deliver, record, re-record,
file, re-file, register and re-register, any and all such further acts,
deeds, conveyances, security agreements, mortgages, assignments,
estoppel certificates, financing statements and continuations thereof,
termination statements, notices of assignment, transfers, certificates,
assurances and other instruments the Agent or such Lenders, as the case
may be, may reasonably require from time to time in order (i) to carry
out more effectively the purposes of this Agreement or any other Loan
Document, (ii) to subject to the Liens created by any of the Collateral
Documents any of the properties, rights or interests covered by any of
the Collateral Documents, (iii) to perfect and maintain the validity,
effectiveness and priority of any of the Collateral Documents and the
Liens intended to be created thereby, and (iv) to better assure, convey,
grant, assign, transfer, preserve, protect and confirm to the Agent and
Lenders the rights granted or now or hereafter intended to be granted to
the Lenders under any Loan Document or under any other document executed
in connection therewith.


                              ARTICLE VIII


                           NEGATIVE COVENANTS
                           ------------------

     So long as any Lender shall have any Commitment hereunder, or any
Loan or other Obligation shall remain unpaid or unsatisfied, or any
Letter of Credit shall remain outstanding, unless the Majority Lenders
waive compliance in writing:

     8.01 Negative Pledges; Liens.  The Parent and the Company
          -----------------------
shall not, and shall not permit any Subsidiary to, enter into or suffer
to exist any agreement (other than this Agreement, any other Loan
Document, the Equipment Lease Facility Documents and any Permitted
Receivables Purchase Facility) prohibiting or conditioning the creation
or assumption of any Lien upon any of its properties, revenues or
assets, whether now owned or hereafter acquired.  Additionally, the
Parent and the Company shall not, and shall not suffer or permit any
Subsidiary to, directly or indirectly, make, create, incur, assume or
suffer to exist any Lien upon or with respect to any part of its
property, whether now owned or hereafter acquired, other than the
following ("Permitted Liens"):
            ---------------

          (a)    any Lien existing on the Closing Date and set forth
in Schedule 8.01 securing Indebtedness outstanding on such date,
   -------------
provided that certain specified Liens described in such Schedule
--------                                                --------
8.01 shall be required to be terminated within the time specified, if
----
any, in such Schedule;

          (b)    any Lien created under any Loan Document and any
Lien on Specified Assets securing the Permitted Receivables Purchase
Facility.

                                 70.



<PAGE>
<PAGE>

          (c)    Liens for taxes, fees, assessments or other
governmental charges which are not delinquent or remain payable without
penalty, or to the extent that non-payment thereof is permitted by
subsection 7.07(a), provided that no notice of lien has been filed or
                    --------
recorded under the Code;

          (d)    carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other similar Liens arising in the
ordinary course of business which are not delinquent or remain payable
without penalty or which are being contested in good faith and by
appropriate proceedings, which proceedings have the effect of preventing
the forfeiture or sale of the property subject thereto;

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

          (f)    Liens securing (i) the non-delinquent performance
of bids, trade contracts (other than for borrowed money), leases (other
than capital leases), statutory obligations, (ii) contingent obligations
on surety and appeal bonds, and (iii) other non-delinquent obligations
of a like nature; in each case, incurred in the ordinary course of
business, provided all such Liens in the aggregate would not (even if
          --------
enforced) cause a Material Adverse Effect;

          (g)    Liens (other than Liens on the Collateral)
consisting of judgment or judicial attachment liens, provided that
                                                     --------
the enforcement of such Liens is effectively stayed and all such Liens
in the aggregate at any time outstanding for the Parent and its
Subsidiaries do not exceed $10,000,000;

          (h)    easements, rights-of-way, restrictions and other
similar encumbrances incurred in the ordinary course of business which,
in the aggregate, are not substantial in amount, and which do not in any
case materially detract from the value of the property subject thereto
or interfere with the ordinary conduct of the businesses of the Parent,
the Company and any Subsidiary;

          (i)    Liens on specific tangible assets acquired in
Permitted Acquisitions after the date of this Agreement; provided,
                                                         --------
however, that (A) such Liens existed at the time of the Permitted
-------
Acquisition and were not created in anticipation thereof, (B) any such
Lien does not by its terms cover any assets after the time of the
Permitted Acquisition which were not covered immediately prior thereto,
and (C) any such Lien does not by its terms secure any Indebtedness
other than Indebtedness existing immediately prior to the time of the
Permitted Acquisition;

          (j)    purchase money Liens on any property acquired or
held by the Company or its Subsidiaries in the ordinary course of
business, securing Indebtedness incurred or assumed for the purpose of
financing all or any part of the cost of acquiring such property (other
than in connection with an Acquisition); provided that (i) any such
                                         --------
Lien attaches to such property concurrently with or within 20 days after
the acquisition thereof, (ii) such Lien attaches solely to the property
so acquired in such transaction, and (iii) the principal amount of the
Indebtedness secured thereby does not exceed 100% of the cost of such
property;

                                 71.



<PAGE>
<PAGE>

          (k)    Liens securing obligations in respect of leases
permitted under Section 8.10 on assets subject to such leases;

          (l)    Liens arising solely by virtue of any statutory or
common law provision relating to banker's liens, rights of set-off or
similar rights and remedies as to deposit accounts or other funds
maintained with a creditor depository institution; provided that (i)
                                                   --------
such deposit account is not a dedicated cash collateral account and is
not subject to restrictions against access by the Parent, the Company or
any Subsidiary in excess of those set forth by regulations promulgated
by the FRB, and (ii) such deposit account is not intended by the Parent,
the Company or any Subsidiary to provide collateral to the depository
institution; and

          (m)    Liens consisting of pledges of cash collateral or
government securities to secure on a mark-to-market basis Permitted Swap
Obligations only, provided that (i) the counterparty to any Swap
                  --------
Contract relating to such Permitted Swap Obligation is under a similar
requirement to deliver similar collateral from time to time to the
Company or the Subsidiary party thereto on a mark-to-market basis; and
(ii) the aggregate value of such collateral so pledged by the Company
and the Subsidiaries together in favor of any counterparty does not at
any time exceed $5,000,000.

     8.02 Disposition of Assets.  The Parent and the Company shall
          ---------------------
not, and shall not suffer or permit any Subsidiary to, directly or
indirectly, sell, assign, lease, convey, transfer or otherwise dispose
of (whether in one or a series of transactions) any property (including
accounts and notes receivable, with or without recourse) or enter into
any agreement to do any of the foregoing, except:

          (a)    dispositions of inventory, or used, worn-out or
surplus equipment, all in the ordinary course of business;

          (b)    the sale of equipment to the extent that such
equipment is exchanged for credit against the purchase price of similar
replacement equipment, or the proceeds of such sale are reasonably
promptly applied to the purchase price of such replacement equipment;

          (c)    dispositions of inventory or equipment by the
Company or any Subsidiary to the Company or any Subsidiary pursuant to
reasonable business requirements and in the ordinary course of business;

          (d)    dispositions of Specified Assets pursuant to the
Permitted Receivables Purchase Facility;

          (e)    the lease or sublease of real property by the
Parent, the Company or any Subsidiary to other Persons in the ordinary
course of business;

          (f)    the sale of cash equivalents and other short term
money market investments in the ordinary course of business pursuant to
such Person's usual and customary cash management policies and
procedures; and

          (g)    dispositions not otherwise permitted hereunder
which are made for fair market value; provided that (i) at the time
                                      --------
of any disposition, no Event of Default shall exist or

                                 72.



<PAGE>
<PAGE>

shall result from such disposition and the Parent shall be in full pro
forma compliance with Section 8.21 after giving effect to such
disposition, measured as of the last day of the fiscal quarter then most
recently ended, (ii) the aggregate sales price from such disposition
shall be paid in cash, (iii) the Net Proceeds from such dispositions by
the Parent, the Company and the Subsidiaries, together, shall not exceed
in any fiscal year the greater of $135,000,000 or 5% of the total assets
of the Parent and its Subsidiaries on a consolidated basis as determined
in accordance with GAAP as of the last day of the then immediately
preceding fiscal year, and (iv) no dispositions of accounts or notes
receivable shall be permitted under this subsection (g).

Notwithstanding anything to the contrary in this Section 8.02,
dispositions by the Loan Parties to any Subsidiaries that are not
Guarantors which are otherwise permitted under this Section 8.02 shall
not exceed $15,000,000 in the aggregate in any fiscal year, exclusive of
such dispositions undertaken in the ordinary course of business pursuant
to normal business requirements and dispositions of accounts receivable
permitted under the preceding subsection (d).

     8.03 Consolidations and Mergers.  The Parent and the Company
          --------------------------
shall not, and shall not suffer or permit any Subsidiary to, merge,
consolidate with or into, or convey, transfer, lease or otherwise
dispose of (whether in one transaction or in a series of transactions)
all or substantially all of its assets (whether now owned or hereafter
acquired) to or in favor of any Person, except:

          (a)    any Subsidiary may merge with the Company,
provided that the Company shall be the continuing or surviving
--------
Person, or with any one or more Subsidiaries, provided that if any
                                              --------
transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary,
the Wholly-Owned Subsidiary shall be the continuing or surviving Person;

          (b)    as permitted by Section 8.02;

          (c)    any Subsidiary may sell all or substantially all of
its assets (upon voluntary liquidation or otherwise), to the Company or
to a Wholly-Owned Subsidiary; and

          (d)    Acquisitions by the Company or its Subsidiaries
which are consummated as a merger and otherwise permitted by Section
8.04.

     8.04 Loans and Investments.  The Parent and the Company shall
          ---------------------
not, and shall not suffer or permit any Subsidiary to, purchase or
acquire, or make any commitment therefor, any capital stock, equity
interest, or any obligations or other securities of, or any interest in,
any Person, or make or commit to make any Acquisitions, or make or
commit to make any advance, loan, extension of credit or capital
contribution to or any other investment in, any Person including any
Affiliate of the Company ("Investments"), except for:
                           -----------

          (a)    Investments held by the Parent, the Company or such
Subsidiary in the form of cash equivalents and short term money market
investments in the ordinary course of business pursuant to such Person's
usual and customary cash management policies and procedures;

          (b)    extensions of credit in the nature of accounts
receivable or notes receivable arising from the sale or lease of goods
or services in the ordinary course of business;

                                 73.



<PAGE>
<PAGE>

          (c)    Investments in the capital stock of Wholly-Owned
Subsidiaries, and extensions of credit by the Company to any of its
Wholly-Owned Subsidiaries or by any of its Wholly-Owned Subsidiaries to
the Company or to any other Wholly-Owned Subsidiaries in the ordinary
course of business and extensions of credit by any Loan Party to any
other Loan Party (other than the Parent);

          (d)    Permitted Acquisitions otherwise permitted herein;

          (e)    Investments constituting Permitted Swap Obligations
or payments or advances under Swap Contracts relating to Permitted Swap
Obligations;

          (f)    Other Investments (excluding Acquisitions) not
exceeding in the aggregate on any date of determination $50,000,000
plus 50% of the growth in the Consolidated Net Worth of the Parent
----
and its Subsidiaries from the Closing Date to the last day of the fiscal
quarter then most recently ended, minus the aggregate dollar amount
                                  -----
paid in respect of the 5% Convertible Subordinated Notes due 2002 of the
Parent repaid, purchased, redeemed or repurchased pursuant to clause (b)
of Section 8.14, minus the aggregate dollar amount of all purchases,
                 -----
redemptions or other acquisitions by the Parent of shares of its common
stock, or warrants or options to acquire any such shares, pursuant to
subsection 8.12(e), minus the aggregate dollar amount of all
                    -----
repayments, purchases, redemptions or repurchases of Subordinated Debt
pursuant to clause (e) of Section 8.14, plus the aggregate dollar
                                        ----
amount of Permitted Additional Subordinated Debt, common stock or
Permitted Preferred Stock incurred or issued within 90 days after any
repayment, purchase, redemption or repurchase of the 5% Convertible
Subordinated Notes due 2002 pursuant to clause (b) of Section 8.14 to
the extent the proceeds of such incurrence or issuance are used within
such 90-day period to reimburse the Parent for such repayment, purchase,
redemption or repurchase (but only to the extent of the proceeds so
used).

     8.05 Limitation on Indebtedness.  The Parent and the Company
          --------------------------
shall not, and shall not suffer or permit any Subsidiary to, create,
incur, assume, suffer to exist, or otherwise become or remain directly
or indirectly liable with respect to, any Indebtedness, except:

          (a)    Indebtedness incurred pursuant to this Agreement;

          (b)    Indebtedness consisting of Contingent Obligations
permitted pursuant to Section 8.08;

          (c)    Indebtedness existing on the Closing Date and set
forth in Schedule 8.05; provided that (i) within five Business
         -------------  --------
Days of the Closing Date, the Acquired Company shall offer to purchase
the Indebtedness of the Acquired Company in respect of all 5.77% Senior
Notes due 2003 described in such Schedule 8.05, and shall purchase
                                 -------------
all validly tendered and not withdrawn 5.77% Senior Notes within thirty
days following the Closing Date; and (ii) the other Indebtedness
described in such Schedule 8.05 shall be required to be paid and
                  -------------
satisfied in full, and any applicable credit facility terminated, within
the time specified, if any, in such Schedule;

          (d)    Indebtedness incurred in connection with leases
permitted pursuant to Section 8.10 (including leases permitted pursuant
to subsection 8.10(f));

                                 74.


<PAGE>
<PAGE>

          (e)    Indebtedness of any Loan Party to any other Loan
Party (other than the Parent);

          (f)    Indebtedness owing in connection with the Permitted
Receivables Purchase Facility;

          (g)    liabilities of the Parent or the Company in respect
of unfunded vested benefits under any Plan to the extent that the
existence of such liabilities would not constitute, cause or result in a
Default or an Event of Default;

          (h)    Indebtedness existing on the Closing Date owing
under the Supremex Credit Agreement;

          (i)    additional unsecured Indebtedness incurred after
the Closing Date in an aggregate amount not to exceed $75,000,000,
provided that (i) no such Indebtedness shall be incurred while there
--------
exists a Default or if a Default would occur as a result thereof, and
(ii) without limiting the generality of the foregoing, immediately after
giving effect to such incurrence, the Parent shall be in full pro forma
compliance with Section 8.21, measured as of the last day of the fiscal
quarter then most recently ended.  Without limiting the preceding
proviso, there shall be no express dollar limitation on the amount of
additional unsecured Indebtedness incurred after the Closing Date having
a scheduled maturity not earlier than six months after the latest of the
scheduled Revolving Termination Date, Tranche A Term Maturity Date or
Tranche B Term Maturity Date then in effect, provided that no
                                             --------
scheduled payments in respect of the principal of such Indebtedness
shall be permitted prior to such maturity;

          (j)    additional Indebtedness which by its terms is
expressly subordinated to the Obligations, provided that (i) the
                                           --------
terms of such subordination shall be either on substantially the same
terms as the 8-3/4% Senior Subordinated Notes due 2008 of the Company or
otherwise satisfactory to the Majority Lenders, (ii) such Indebtedness
matures by its terms no earlier than six months after the latest of the
scheduled Revolving Termination Date, Tranche A Term Maturity Date or
Tranche B Term Maturity Date then in effect, and no scheduled payments
in respect of the principal of such Indebtedness shall be permitted
prior to such maturity; (iii) the indenture or other agreement
evidencing such Indebtedness shall not contain any covenants or events
of default that are more restrictive or onerous (as to the borrower)
than the 8-3/4% Senior Subordinated Notes due 2008 of the Company, (iv)
no such Indebtedness shall be incurred while there exists a Default or
if a Default would occur as a result thereof, and (v) without limiting
the generality of the foregoing, immediately after giving effect to such
incurrence, the Parent shall be in full pro forma compliance with
Section 8.21, measured as of the last day of the fiscal quarter then
most recently ended (any such Indebtedness issued in compliance with
this subsection (j) hereinafter "Permitted Additional Subordinated
                                 ---------------------------------
Debt").
----

          (k)    Indebtedness secured by Liens permitted under
subsection 8.01(i) arising as a consequence of Investments permitted
under subsection 8.04(d);

          (l)    Indebtedness incurred pursuant to the Equipment
Lease Facility Documents in an aggregate amount not to exceed
$60,000,000; and

          (m)    Indebtedness secured by Liens permitted under
subsection 8.01(j).

                                 75.

<PAGE>
<PAGE>

Notwithstanding anything to the contrary in this Section 8.05, the
Indebtedness of all Subsidiaries that are not Guarantors which is
otherwise permitted under this Section 8.05 shall not exceed $25,000,000
in the aggregate at any time outstanding, exclusive of (i) the
Indebtedness existing on the Closing Date of Supremex, Inc., owing under
the Supremex Credit Agreement and (ii) up to $50,000,000 in aggregate
principal amount at any time outstanding of Indebtedness of such
Subsidiaries that are not Guarantors the proceeds of which are
immediately remitted to the Company, the Parent or any Guarantor.

     8.06 Transactions with Affiliates.  The Parent and the Company
          ----------------------------
shall not, and shall not suffer or permit any Subsidiary to, enter into
any transaction with any Affiliate thereof, except upon fair and
reasonable terms no less favorable to the Parent, the Company or such
Subsidiary than would obtain in a comparable arm's-length transaction
with a Person not an Affiliate of the Parent, the Company or such
Subsidiary.

     8.07 Use of Proceeds.  The Parent and the Company shall not,
          ---------------
and shall not suffer or permit any Subsidiary to, use any portion of the
Loan proceeds or any Letter of Credit, directly or indirectly, (i) to
purchase or carry Margin Stock, (ii) to repay or otherwise refinance
indebtedness of the Parent, the Company or any Subsidiary, or any other
Person, incurred to purchase or carry Margin Stock, or (iii) to extend
credit for the purpose of purchasing or carrying any Margin Stock.

     8.08 Contingent Obligations.  The Parent and the Company shall
          ----------------------
not, and shall not suffer or permit any Subsidiary to, create, incur,
assume or suffer to exist any Contingent Obligations except:

          (a)    endorsements for collection or deposit in the
ordinary course of business;

          (b)    Permitted Swap Obligations;

          (c)    Contingent Obligations of the Parent or the Company
in respect of Indebtedness of any Wholly-Owned Subsidiaries, or
Contingent Obligations of any Wholly-Owned Subsidiaries in respect of
Indebtedness of another Wholly-Owned Subsidiary or of the Company or the
Parent, in each case to the extent such Indebtedness is permitted
hereunder;

          (d)    Contingent Obligations of the Parent, the Company
and any Subsidiary existing as of the Closing Date and listed in
Schedule 8.08;
-------------

          (e)    Contingent Obligations with respect to Surety
Instruments incurred in the ordinary course of business and constituting
Indebtedness otherwise permitted hereunder;

          (f)    Contingent Obligations in respect of the Supremex
Credit Agreement; and

          (g)    Contingent Obligations in respect of leases
permitted under subsection 8.10(f).

     8.09 Joint Ventures.  The Parent and the Company shall not,
          --------------
and shall not suffer or permit any Subsidiary to, enter into any Joint
Venture, other than in the ordinary course of business.

                                 76.



<PAGE>
<PAGE>

     8.10 Lease Obligations.  The Parent and the Company shall not,
          -----------------
and shall not suffer or permit any Subsidiary to, create or suffer to
exist any obligations for the payment of rent for any property under
lease or agreement to lease, except for:

          (a)    leases of the Parent, the Company and of
Subsidiaries in existence on the Closing Date and any renewal, extension
or refinancing thereof;

          (b)    operating leases entered into by the Parent, the
Company or any Subsidiary after the Closing Date in the ordinary course
of business;

          (c)    leases entered into by the Parent, the Company or
any Subsidiary after the Closing Date pursuant to sale-leaseback
transactions to the extent permitted under subsection 8.02(g);

          (d)    capital leases other than those permitted under
clauses (a) and (c) of this Section, entered into by the Parent, the
Company or any Subsidiary after the Closing Date to finance the
acquisition of equipment;

          (e)    leases pursuant to the Equipment Lease Facility
Documents in an aggregate amount not to exceed $60,000,000; and

          (f)    synthetic leases, tax retention operating leases
and other similar off-balance sheet leases entered into by the Parent,
the Company or any Subsidiary after the Closing Date secured by Liens
permitted under subsection 8.01(j).

     8.11 Capital Expenditures.  The Parent and the Company shall
          --------------------
not, and shall not suffer or permit any Subsidiary to, make any
expenditures for fixed or capital assets, on a consolidated basis in any
period of twelve consecutive months, in excess of 5% of total sales of
the Parent and its Subsidiaries for the trailing period of twelve months
then most recently ended, as determined on a consolidated basis in
accordance with GAAP and giving pro forma effect to any Permitted
Acquisitions consummated during such trailing twelve month period.

     8.12 Restricted Payments.  The Parent and the Company shall
          -------------------
not, and shall not suffer or permit any Subsidiary to, declare or make
any dividend payment or other distribution of assets, properties, cash,
rights, obligations or securities on account of any shares of any class
of its capital stock (other than dividends or other distributions by a
Subsidiary to the Company), or purchase, redeem or otherwise acquire for
value any shares of its capital stock or any warrants, rights or options
to acquire such shares, now or hereafter outstanding; except that:

          (a)    the Company or the Parent may declare and make
dividend payments or other distributions payable solely in its common
stock;

          (b)    the Company or the Parent may purchase, redeem or
otherwise acquire shares of its common stock or warrants or options to
acquire any such shares with the proceeds received from the
substantially concurrent issue of new shares of its common stock;

          (c)    the Company may declare or pay cash dividends to
the Parent to pay its operating expenses incurred in the ordinary course
of business and other normal corporate

                                 77.



<PAGE>
<PAGE>

overhead costs and expenses, including indirect costs of Acquisitions by
the Company or its Subsidiaries (such as Attorneys' Costs in respect of
such Acquisitions and salaries of employees of the Parent), which are
incurred by the Parent, provided that immediately prior to and after
giving effect to such proposed action, no Default or Event of Default
exists or would exist;

          (d)    the Parent may declare and pay cash dividends on
shares of Permitted Preferred Stock, if any, and the Company may declare
and pay cash dividends to the Parent to fund such dividends, provided
                                                             --------
that immediately prior to and after giving effect to such dividends, no
Default or Event of Default exists or would exist; and

          (e)    the Parent may purchase, redeem or otherwise
acquire shares of its common stock or warrants or options to acquire any
such shares in an aggregate amount not to exceed (i) $20,000,000 for all
such purchases, redemptions or other acquisitions after the Closing Date
minus (ii) the dollar amount of all repayments, purchases,
-----
redemptions or repurchases of Subordinated Debt pursuant to subsection
8.14(e); provided that immediately prior to and after giving effect to
         --------
any such purchase, redemption or other acquisition no Default or Event
of Default exists or would exist.

     8.13 No Restrictions on Subsidiary Dividends.  The Parent and
          ---------------------------------------
the Company shall not, and shall not suffer or permit any Subsidiary to,
enter into or be bound by any Contractual Obligation which restricts,
limits or prohibits the payment of dividends by any Subsidiary or the
making of any other distribution in respect of such Subsidiary's capital
stock; provided, however, that the foregoing shall not prohibit
       --------  -------
any restrictions, limitations or prohibitions:

          (a)    existing on the Closing Date and listed on Schedule 8.13;
                                                            -------------

          (b)    contained in any debt instrument relating to a
Person which becomes a Subsidiary after the Closing Date, provided that
(i) such encumbrances and restrictions are not applicable to any Person
other than such Subsidiary or the property or assets of such Subsidiary,
and (ii) such instrument was in existence at the time of such
acquisition and not created in contemplation of or in connection with
such acquisition;

          (c)    imposed on a Subsidiary formed for the purpose of
implementing a Permitted Receivables Purchase Facility; or

          (d)    existing under, or by reason of, applicable law or
as required by or pursuant to agreements with any Governmental
Authorities.

     8.14 Certain Payments.  The Parent and the Company shall not,
          ----------------
and shall not permit any of its Subsidiaries to, (i) prepay, redeem,
repurchase or otherwise acquire for value any of the Subordinated Debt;
or (ii) make any principal, interest or other payments on any
Subordinated Debt if not permitted by the respective subordination
provisions of the Subordinated Debt Documents.  Notwithstanding the
foregoing, the Parent shall be permitted to (a) repay, purchase, redeem
or repurchase in the open market some or all of the 5% Convertible
Subordinated Notes due 2002 using proceeds of Indebtedness permitted
under subsection 8.05(j) or proceeds from the issuance of common stock
or Permitted Preferred Stock of the Parent, provided that such
                                            --------
proceeds are so used within 90 days of their receipt by the Parent, the
Company or any Subsidiary, as the case may be; (b) repay, purchase,
redeem or repurchase in the

                                 78.



<PAGE>
<PAGE>

open market the 5% Convertible Subordinated Notes due 2002, provided
                                                            --------
that (i) the Total Leverage Ratio and the Senior Leverage Ratio, as set
forth in the Compliance Certificate delivered by the Parent pursuant to
subsection 7.02(b) for each of the two consecutive fiscal quarters then
most recently ended, shall be less than or equal to 3.00 to 1.00 and
2.00 to 1.00, respectively, (ii) the Company shall have a Debt Rating of
BB from S&P and Ba2 from Moody's (provided that if the Company shall
have a Debt Rating from either S&P or Moody's, but not both, then the
Company shall have either a Debt Rating of BB from S&P or a Debt Rating
of Ba2 from Moody's) and (iii) the aggregate payments in respect of all
such repayments, purchases, redemptions or repurchases pursuant to this
clause (b) shall not exceed $30,000,000; (c) from and after the
Collateral Release Date, repay, purchase, redeem or repurchase in the
open market the 5% Convertible Subordinated Notes due 2002 free from the
limitations set forth in the preceding clause (b); (d) repay the 5%
Convertible Subordinated Notes due 2002 free from the limitations set
forth in the preceding clause (b) upon the scheduled maturity thereof;
and (e) repay, purchase, redeem or repurchase any Subordinated Debt,
provided that the aggregate payments in respect of all such
--------
repayments, purchases, redemptions or repurchases pursuant to this
clause (e) shall not exceed (i) $20,000,000 minus (ii) the aggregate
                                            -----
dollar amount of purchases, redemptions or other acquisitions of shares
of the Parent's common stock or warrants or options to acquire any such
shares made pursuant to subsection 8.12(e).  Notwithstanding the
preceding clauses (a), (b), (c), (d) or (e) no repayment, purchase,
redemption or repurchase of the 5% Convertible Subordinated Notes due
2002 of the Parent or any other Subordinated Debt shall be permitted if
(i) any Default or Event of Default then exists or would result
therefrom or (ii) after giving effect to such repayment, purchase,
redemption or repurchase, the Parent would not be in full pro forma
compliance with Section 8.21, measured as of the last day of the fiscal
quarter then most recently ended.

     8.15 Modification of Subordinated Debt Documents.  The Parent
          -------------------------------------------
and the Company shall not, and shall not permit any Subsidiary to, agree
to or permit any amendment, modification or waiver of any provision of
any Subordinated Debt Document (including any amendment, modification or
waiver pursuant to an exchange of other securities or instruments for
outstanding Subordinated Debt) if the effect of such amendment,
modification or waiver is to (i) increase the interest rate on such
Subordinated Debt or change (to earlier dates) the dates upon which
principal and interest are due thereon; (ii) alter the redemption,
prepayment or subordination provisions thereof; (iii) alter the
covenants and events of default in a manner which would make such
provisions more onerous or restrictive to the Parent, the Company or any
Subsidiary; or (iv) otherwise increase the obligations of the Parent,
the Company or any Subsidiary in respect of such Subordinated Debt or
confer additional rights upon the holders thereof which individually or
in the aggregate would be adverse to the Parent, the Company, its
Subsidiaries or the Lenders.

     8.16 ERISA.  The Parent and the Company shall not, and shall
          -----
not suffer or permit any of its ERISA Affiliates to:  (a) engage in a
prohibited transaction or violation of the fiduciary responsibility
rules with respect to any Plan which has resulted or could reasonably
expected to result in liability in an aggregate amount in excess of
$10,000,000; or (b) engage in a transaction that could be subject to
Section 4069 or 4212(c) of ERISA.

     8.17 Change in Business.  The Parent and the Company shall
          ------------------
not, and shall not suffer or permit any Subsidiary to, engage in any
material line of business substantially different from

                                 79.



<PAGE>
<PAGE>

those lines of business carried on by the Parent and the Company and its
Subsidiaries on the date hereof.

     8.18 Accounting Changes.  The Parent and the Company shall
          ------------------
not, and shall not suffer or permit any Subsidiary to, make any
significant change in accounting treatment or reporting practices,
except as required by GAAP, or change the fiscal year of the Parent, the
Company or of any Subsidiary, except to change the fiscal year of a
Subsidiary to conform its fiscal year to the Parent's.

     8.19 Transaction Documents.  Neither the Company nor any of
          ---------------------
its Subsidiaries shall alter, amend or otherwise change or supplement
the Merger Agreement or waive any material term or provision thereof.

     8.20 Preferred Stock.  The Parent will not issue any Preferred
          ---------------
Stock (a) having mandatory redemption rights, or redemption at the
option of the holder, sinking fund payments, guaranteed return or
exchange ability or conversions into debt instruments or any other
"debt-like" features other than any mandatory rights of redemption
effective not earlier than six months after the latest of the scheduled
Revolving Termination Date, Tranche A Term Maturity Date or Tranche B
Term Maturity Date then in effect, and (b) requiring the payment of any
dividends thereon while any Event of Default exists hereunder (such
Preferred Stock issued in compliance with this Section 8.20, the
"Permitted Preferred Stock").
 -------------------------

     8.21 Financial Covenants.  (a) The Parent shall not permit its
          -------------------
Consolidated Net Worth as of the last day of any fiscal quarter to be
less than (i) $300,000,000, plus (ii) 75% of Consolidated Net Income
                            ----
for each fiscal quarter (without giving effect to any net loss for any
such period) ending after September 30, 1999, plus (iii) 100% of all
                                              ----
Net Issuance Proceeds for the issuance of equity of the Parent, the
Company or any Subsidiary from and after September 30, 1999.

          (b)    The Parent shall not permit the Total Leverage
Ratio as of the last day of any fiscal quarter to be greater than (i)
4.75 to 1.00 for each of the first and second fiscal quarters of 2000,
(ii) 4.50 to 1.00 for each of the third and fourth fiscal quarters of
2000, (iii) 4.25 to 1.00 for each of the first, second and third fiscal
quarters of 2001, and (iv) 4.00 to 1.00 for the fourth fiscal quarter of
2001 and each fiscal quarter ending thereafter; provided that, at any
                                                --------
time on or after the Collateral Release Date, the Parent shall not
permit the Total Leverage Ratio to be greater than 3.50 to 1.00.

          (c)    The Parent shall not permit the Senior Leverage
Ratio as of the last day of any fiscal quarter to be greater than (i)
3.50 to 1.00 for each of the first, second, third and fourth fiscal
quarters of 2000, (ii) 3.25 to 1.00 for each of the first, second, and
third fiscal quarters of 2001, (iii) 3.00 to 1.00 for the fourth fiscal
quarter of 2001 and each fiscal quarter ending thereafter; provided
                                                           --------
that, at any time on or after the Collateral Release Date, the Parent
shall not permit the Senior Leverage Ratio to be greater than 2.50 to
1.00.

          (d)    The Parent shall not permit the Fixed Charge
Coverage Ratio as of the last day of any fiscal quarter to be less than
1.50 to 1.00.

                                 80.


<PAGE>
<PAGE>

     8.22 Permitted Receivables Purchase Facility.  The Permitted
          ---------------------------------------
Receivables Purchase Facility may be amended from time to time after the
Closing Date in accordance with the terms thereof, provided that no
                                                   --------
such amendment shall increase the dollar amount of the commitments to
extend credit or otherwise purchase accounts receivable thereunder to an
amount greater than $75,000,000 in capital at any time outstanding
without the prior written consent of the Majority Lenders.


                               ARTICLE IX


                           EVENTS OF DEFAULT
                           -----------------

     9.01 Event of Default.  Any of the following shall constitute an
          ----------------
"Event of Default":

          (a)    Non-Payment.  The Company or any other Loan
                 -----------
Party fails to make, (i) when and as required to be made herein,
payments of any amount of principal of any Loan, or (ii) when and as
required to be paid under any Specified Swap Contract, any payment or
transfer under such Specified Swap Contract, or (iii) within five days
after the same becomes due, payment of any interest, fee or any other
amount payable hereunder or under any other Loan Document (other than a
Specified Swap Contract); or

          (b)    Representation or Warranty.  Any representation
                 --------------------------
or warranty by the Company or any other Loan Party made or deemed made
herein, in any other Loan Document (other than a Specified Swap
Contract), or which is contained in any certificate, document or
financial or other statement by the Parent, the Company, any Subsidiary,
or any Responsible Officer, furnished at any time under this Agreement,
or in or under any other Loan Document other than a Specified Swap
Contract, is incorrect in any material respect on or as of the date made
or deemed made; or

          (c)    Specific Defaults.  The Company fails to perform
                 -----------------
or observe any term, covenant or agreement contained in any of Section
7.01, 7.02, 7.03, 7.04(a)(i), 7.09, 7.12, 7.13, 7.14 or 7.15 or in
Article VIII; or

          (d)    Other Defaults.  The Company or any other Loan
                 --------------
Party fails to perform or observe any other term or covenant contained
in this Agreement or any other Loan Document, (other than a Specified
Swap Contract) and such default shall continue unremedied for a period
of 20 days after the earlier of (i) the date upon which a Responsible
Officer knew or reasonably should have known of such failure or (ii) the
date upon which written notice thereof is given to the Company by the
Agent or any Lender; or

          (e)    Cross-Default.  (i) The Parent, the Company or
                 -------------
any Subsidiary (A) fails to make any payment in respect of any
Indebtedness or Contingent Obligation (other than in respect of Swap
Contracts), having an aggregate principal amount (including undrawn
committed or available amounts and including amounts owing to all
creditors under any combined or syndicated credit arrangement) of more
than $10,000,000 when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) and such failure
continues after the applicable grace or notice period, if any, specified
in the relevant document on the date of such failure; or (B) fails to
perform or observe any other condition or covenant, or any other

                                 81.



<PAGE>
<PAGE>

event shall occur or condition exist, under any agreement or instrument
relating to any such Indebtedness or Contingent Obligation, and such
failure continues after the applicable grace or notice period, if any,
specified in the relevant document on the date of such failure if the
effect of such failure, event or condition is to cause, or to permit the
holder or holders of such Indebtedness or beneficiary or beneficiaries
of such Indebtedness (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause such Indebtedness to
be declared to be due and payable prior to its stated maturity, or such
Contingent Obligation to become payable or cash collateral in respect
thereof to be demanded; or (ii) there occurs under any Swap Contract an
Early Termination Date (as defined in such Swap Contract) resulting from
(1) any event of default under such Swap Contract as to which the
Company or any Subsidiary is the Defaulting Party (as defined in such
Swap Contract) or (2) any Termination Event (as so defined) as to which
the Parent, the Company or any Subsidiary is an Affected Party (as so
defined), and, in either event, the Swap Termination Value owed by the
Parent, the Company or such Subsidiary as a result thereof is greater
than $10,000,000; or (iii) there occurs any termination, liquidation,
unwind or similar event or circumstance under any Permitted Receivables
Purchase Facility, which permits any purchaser of receivables thereunder
to cease purchasing such receivables or to apply all collections on
previously purchased receivables thereunder to the repayment of such
purchaser's interest in such previously purchased receivables other than
any such event or circumstance that arises solely as a result of a down-
grading of the credit rating of any bank or financial institution not
affiliated with the Company that provides liquidity, credit or other
support in connection with such facility; or

          (f)    Insolvency; Voluntary Proceedings.  The Parent,
                 ---------------------------------
the Company or any Subsidiary (i) ceases or fails to be solvent, or
generally fails to pay, or admits in writing its inability to pay, its
debts as they become due, subject to applicable grace periods, if any,
whether at stated maturity or otherwise; (ii) voluntarily ceases to
conduct its business in the ordinary course; (iii) commences any
Insolvency Proceeding with respect to itself; or (iv) takes any action
to effectuate or authorize any of the foregoing; or

          (g)    Involuntary Proceedings.  (i) Any involuntary
                 -----------------------
Insolvency Proceeding is commenced or filed against the Parent, the
Company or any Subsidiary, or any writ, judgment, warrant of attachment,
execution or similar process, is issued or levied against a substantial
part of the Parent's, the Company's or any Subsidiary's properties, and
any such proceeding or petition shall not be dismissed, or such writ,
judgment, warrant of attachment, execution or similar process shall not
be released, vacated or fully bonded within 60 days after commencement,
filing or levy; (ii) the Parent, the Company or any Subsidiary admits
the material allegations of a petition against it in any Insolvency
Proceeding, or an order for relief (or similar order under non-U.S. law)
is ordered in any Insolvency Proceeding; or (iii) the Parent, the
Company or any Subsidiary acquiesces in the appointment of a receiver,
trustee, custodian, conservator, liquidator, mortgagee in possession (or
agent therefor), or other similar Person for itself or a substantial
portion of its property or business; or

          (h)    ERISA.  (i) An ERISA Event shall occur with
                 -----
respect to a Pension Plan or Multiemployer Plan which has resulted or
could reasonably be expected to result in liability of the Parent or the
Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan
or the PBGC in an aggregate amount in excess of $10,000,000 the
aggregate amount of Unfunded Pension Liability among all Pension Plans
at any time exceeds $10,000,000; or (iii) the Parent,

                                 82.



<PAGE>
<PAGE>

the Company or any ERISA Affiliate shall fail to pay when due, after the
expiration of any applicable grace period, any installment payment with
respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of $10,000,000; or

          (i)    Monetary Judgments.  One or more non-interlocutory judgments,
                 ------------------
non-interlocutory orders, decrees or arbitration awards is entered against
the Parent, the Company or any Subsidiary involving in the aggregate a
liability (to the extent not covered by independent third-party insurance
as to which the insurer does not dispute coverage) as to any single or
related or unrelated series of transactions, incidents or conditions, of
$10,000,000 or more, and the same shall remain unsatisfied, unvacated and
unstayed pending appeal for a period of 10 days after the entry thereof; or

          (j)    Non-Monetary Judgments.  Any non-monetary
                 ----------------------
judgment, order or decree is entered against the Parent, the Company or
any Subsidiary which does or would reasonably be expected to have a
Material Adverse Effect, and there shall be any period of 10 consecutive
days during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect; or

          (k)    Change of Control.  There occurs any Change of
                 -----------------
Control; or

          (l)    Loss of Licenses.  Any Governmental Authority
                 ----------------
revokes or fails to renew any material license, permit or franchise of
the Parent, the Company or any Subsidiary, or the Parent, the Company or
any Subsidiary for any reason loses any material license, permit or
franchise, or the Parent, the Company or any Subsidiary suffers the
imposition of any restraining order, escrow, suspension or impound of
funds in connection with any proceeding (judicial or administrative)
with respect to any material license, permit or franchise; or

          (m)    Adverse Change.  There occurs a Material Adverse
                 --------------
Effect; or

          (n)    Guarantor Defaults.  Any Guarantor fails in any
                 ------------------
material respect to perform or observe any term, covenant or agreement
in its Guaranty; or any Guaranty is for any reason partially (including
with respect to future advances) or wholly revoked or invalidated, or
otherwise ceases to be in full force and effect, or any Guarantor or any
other Person contests in any manner the validity or enforceability
thereof or denies that it has any further liability or obligation
thereunder; or any event described at subsections (f) or (g) of this
Section occurs with respect to any Guarantor; or

          (o)    Invalidity of Subordination Provisions.  The
                 --------------------------------------
subordination provisions of any agreement or instrument governing any
Subordinated Debt having a principal amount in excess of $1,000,000 is
for any reason revoked or invalidated, or otherwise cease to be in full
force and effect, any Person contests in any manner the validity or
enforceability thereof or denies that it has any further liability or
obligation thereunder, or the Indebtedness hereunder is for any reason
subordinated or does not have the priority contemplated by this
Agreement or such subordination provisions; or

          (p)    Collateral. (i) Any provision of any Collateral
                 ----------
Document shall for any reason cease to be valid and binding on or
enforceable against the Parent, the Company or any

                                 83.



<PAGE>
<PAGE>

Subsidiary party thereto, or the Parent, the Company or any Subsidiary
shall so state in writing or bring an action to limit its obligations or
liabilities thereunder, with respect to any Collateral having a book
value or fair market value in excess of $1,000,000 in the aggregate; or

          (ii) any Collateral Document shall for any reason (other than
pursuant to the terms thereof) cease to create a valid security interest
in the Collateral purported to be covered thereby, or such security interest
shall for any reason cease to be a perfected and first priority security
interest subject only to Permitted Liens, with respect to any Collateral
having a book value or fair market value in excess of $1,000,000 in the
aggregate.

          (q)    Transactions Documents.  Any material breach or
                 ----------------------
default occurs under any of the Transaction Documents; or

          (r)    Supremex Credit Agreement.  Any "Event of
                 -------------------------
Default" occurs under and as defined in the Supremex Credit Agreement;

     9.02 Remedies.  If any Event of Default occurs, the Agent
          --------
shall, at the request of, or may, with the consent of, the Majority
Lenders, do any or all of the following:

          (a)    declare the obligation of each Lender to make any
Loans hereunder and any obligation of the Issuing Bank to Issue any
Letters of Credit hereunder to be terminated, whereupon such obligations
and each Lender's Commitment and the L/C Commitment shall be terminated;

          (b)    declare an amount equal to the maximum aggregate
amount that is or at any time thereafter may become available for
drawing under any outstanding Letters of Credit (whether or not any
beneficiary shall have presented, or shall be entitled at such time to
present, the drafts or other documents required to draw under such
Letters of Credit) to be immediately due and payable, which amount shall
be held by the Agent as security for the Company's reimbursement
obligations for drawings that may subsequently occur under outstanding
Letters of Credit, and declare the unpaid principal amount of all
outstanding Loans, all interest accrued and unpaid thereon, and all
other amounts owing or payable hereunder or under any other Loan
Document to be immediately due and payable, without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly
waived by the Company; and

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

provided, however, that upon the occurrence of any event specified
--------  -------
in subsection (f) or (g) of Section 9.01 (in the case of clause (i) of
subsection (g) upon the expiration of the 60-day period mentioned
therein), the obligation of each Lender to make Loans and any obligation
of the Issuing Bank to Issue Letters of Credit shall automatically
terminate and the unpaid principal amount of all outstanding Loans and
all interest and other amounts as aforesaid shall automatically become
due and payable without further act of the Agent, the Issuing Bank or
any Lender.

                                 84.


<PAGE>
<PAGE>

                               ARTICLE X


                               THE AGENT
                               ---------

     10.01  Appointment and Authorization; "Agent." (a) Each Lender
            -------------------------------------
hereby irrevocably (subject to Section 10.09) 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 Lender, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or
any other Loan Document or otherwise exist against the Agent.  Without
limiting the generality of the foregoing sentence, the use of the term
"agent" in this Agreement with reference to the Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising
under agency doctrine of any applicable law.  Instead, such term is used
merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent
contracting parties.

           (b)    The Issuing Bank shall act on behalf of the Lenders
with respect to any Letters of Credit Issued by it and the documents
associated therewith until such time and except for so long as the Agent
may agree at the request of the Majority Lenders to act for the Issuing
Bank with respect thereto; provided, however, that the Issuing
                           --------  -------
Bank shall have all of the benefits and immunities (i) provided to
                                                       --------
the Agent in this Article X with respect to any acts taken or omissions
suffered by the Issuing Bank in connection with Letters of Credit Issued
by it or proposed to be Issued by it and the application and agreements
for letters of credit pertaining to the Letters of Credit as fully as if
the term "Agent," as used in this Article X, included the Issuing Bank
with respect to such acts or omissions, and (ii) as additionally
provided in this Agreement with respect to the Issuing Bank.

     10.02  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.

     10.03  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 Lenders 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 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 Document, or for the
value of or title to any Collateral, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any
other Document, or for any failure of the

                                 85.


<PAGE>
<PAGE>

Company or any other party to any Document to perform its obligations
hereunder or thereunder.  No Agent-Related Person shall be under any
obligation to any Lender 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 Document, or to inspect the properties,
books or records of the Company or any of the Company's Subsidiaries or
Affiliates.

     10.04  Reliance by Agent. (a) 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 Majority Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take
any such 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 Majority
Lenders and such request and any action taken or failure to act pursuant
thereto shall be binding upon all of the Lenders.

           (b)    For purposes of determining compliance with the
conditions specified in Section 5.01, each Lender that has executed this
Agreement shall be deemed to have consented to, approved or accepted or
to be satisfied with, each document or other matter either sent (or made
available) by the Agent to such Lender for consent, approval, acceptance
or satisfaction, or required thereunder to be consented to or approved
by or acceptable or satisfactory to such Lender.

     10.05  Notice of Default.  The Agent shall not be deemed to have
            -----------------
knowledge or notice of the occurrence of any Default or 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 Lenders, unless the Agent shall have received written notice from a
Lender or the Company referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a "notice of
default."  The Agent will notify the Lenders of its receipt of any such
notice.  The Agent shall take such action with respect to such Default
or Event of Default as may be requested by the Majority Lenders in
accordance with Article IX; 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 Default or Event of Default as it shall
deem advisable or in the best interest of the Lenders.

     10.06  Credit Decision.  Each Lender acknowledges that none of
            ---------------
the Agent-Related Persons has made any representation or warranty to it,
and that no act by the Agent hereinafter taken, including any review of
the affairs of the Parent, the Company and any Subsidiary, shall be
deemed to constitute any representation or warranty by any Agent-Related
Person to any Lender.  Each Lender 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 of and investigation into the business,
prospects, operations,

                                 86.



<PAGE>
<PAGE>

property, financial and other condition and creditworthiness of the
Parent, the Company and any Subsidiary, the value of and title to any
Collateral, 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
Lender also represents that it will, independently and without reliance
upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make
its own credit analysis, appraisals and decisions in taking or not
taking action under this Agreement and the other Loan Documents, and to
make such investigations as it deems necessary to inform itself as to
the business, prospects, operations, property, financial and other
condition and creditworthiness of the Company and each other Loan Party.
Except for notices, reports and other documents expressly herein
required to be furnished to the Lenders by the Agent, the Agent shall
not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness
of the Company or any other Loan Party which may come into the
possession of any of the Agent-Related Persons.

     10.07  Indemnification of Agent.  Whether or not the
            ------------------------
transactions contemplated hereby are consummated, the Lenders 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), in accordance with the Lenders' Pro
Rata Shares, from and against any and all Indemnified Liabilities;
provided, however, that no Lender shall be liable for the payment
--------  -------
to the Agent-Related Persons of any portion of such Indemnified
Liabilities to the extent they are found by a final decision of a court
of competent jurisdiction to have resulted from such Person's gross
negligence or willful misconduct.  Without limitation of the foregoing,
each Lender shall reimburse the Agent upon demand for its ratable share
of any costs or out-of-pocket expenses (including Attorney Costs)
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 the termination of the Commitments, the
termination or expiration of all Letters of Credit, the payment of all
other Obligations hereunder and the resignation or replacement of the
Agent.

     10.08 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 or the Issuing Bank hereunder and without notice to or consent
of the Lenders.  The Lenders acknowledge that, pursuant to such
activities, BofA or its Affiliates may receive information regarding the
Company or its Subsidiaries or Affiliates (including information that
may be subject to confidentiality obligations in favor of the Company or
such Subsidiary or Affiliate) and acknowledge that the Agent shall be
under no obligation to provide such information to them.  With respect
to its Loans, BofA shall have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it
were not the Agent or the Issuing Bank.

                                 87.


<PAGE>
<PAGE>

     10.09 Successor Agent.  The Agent may, and at the request of
           ---------------
the Majority Lenders shall, resign as Agent upon 30 days' notice to the
Lenders.  If the Agent resigns under this Agreement, the Majority
Lenders shall appoint from among the Lenders a successor agent for the
Lenders which successor agent shall be approved by the Company (such
approval not to be unreasonably withheld).  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 Lenders and the
Company, a successor agent from among the Lenders.  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 Article X and Sections 11.04 and 11.05 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 Lenders shall perform
all of the duties of the Agent hereunder until such time, if any, as the
Majority Lenders 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 Majority Lenders unless BofA shall also
simultaneously be replaced as "Issuing Bank" and "Swingline Bank"
hereunder pursuant to documentation in form and substance reasonably
satisfactory to BofA.

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

           (i)    if such Lender claims an exemption from, or a
reduction of, withholding tax under a United States tax treaty, two
properly completed and executed copies of IRS Form W-8BEN before the
payment of any interest or fees in the first calendar year and before
the payment of any interest or fees in each third succeeding calendar
year during which interest or fees may be paid under this Agreement;

           (ii)   if such Lender claims that interest or fees 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 Lender, two properly completed and executed copies of
IRS Form W-8ECI before the payment of any interest or fees is due in the
first taxable year of such Lender and in each succeeding taxable year of
such Lender during which interest or fees may be paid under this
Agreement; 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 Lender agrees to promptly notify the Agent of any change in
circumstances which would modify or render invalid any claimed exemption
or reduction.

                                 88.



<PAGE>
<PAGE>

           (b)    If any Lender claims exemption from, or reduction
of, withholding tax under a United States tax treaty by providing IRS
Form W-8BEN and such Lender sells, assigns, grants a participation in,
or otherwise transfers all or part of the Obligations of the Company
owing to such Lender, such Lender agrees to notify the Agent of the
percentage amount in which it is no longer the beneficial owner of
Obligations of the Company owing to such Lender.  To the extent of such
percentage amount, the Agent will treat such Lender's IRS Form W-8BEN as
no longer valid.

           (c)    If any Lender claiming exemption from United States
withholding tax by filing IRS Form W-8ECI with the Agent sells, assigns,
grants a participation in, or otherwise transfers all or part of the
Obligations of the Company owing to such Lender, such Lender agrees to
undertake sole responsibility for complying with the withholding tax
requirements imposed by Sections 1441 and 1442 of the Code.

           (d)    If any Lender is entitled to a reduction in the
applicable withholding tax, the Agent may withhold from any interest
payment to such Lender an amount equivalent to the applicable
withholding tax after taking into account such reduction.  However, 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 Lender not providing such forms or other
documentation an amount equivalent to the applicable withholding tax
imposed by Sections 1441 and 1442 of the Code, without reduction.

           (e)    If the IRS or any other Governmental Authority of
the United States or other jurisdiction asserts a claim that the Agent
did not properly withhold tax from amounts paid to or for the account of
any Lender (because the appropriate form was not delivered or was not
properly executed, or because such Lender failed to notify the Agent of
a change in circumstances which rendered the exemption from, or
reduction of, withholding tax ineffective, or for any other reason) such
Lender 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 Attorney Costs).  The obligation of the Lenders
under this subsection shall survive the termination of the Commitments,
the termination or expiration of all Letters of Credit, the payment of
all other Obligations hereunder and the resignation or replacement of
the Agent.

     10.11 Collateral Matters.
           ------------------

           (a)    The Agent is authorized on behalf of all the
Lenders, without the necessity of any notice to or further consent from
the Lenders, to execute and deliver the Intercreditor Agreement, and
from time to time to take any action with respect to any Collateral or
the Collateral Documents which may be necessary to perfect and maintain
perfected the security interest in and Liens upon the Collateral granted
pursuant to the Collateral Documents.

           (b)    The Lenders irrevocably authorize the Agent, at its
option and in its discretion, to release any Lien granted to or held by
the Agent upon any Collateral (i) upon termination of the Commitments
and payment in full of all Loans and all other Obligations known to the
Agent and payable under this Agreement or any other Loan Document;

                                 89.



<PAGE>
<PAGE>

(ii) constituting property sold or to be sold or disposed of as part of
or in connection with any disposition permitted hereunder; (iii)
constituting property in which the Company or any Subsidiary owned no
interest at the time the Lien was granted or at any time thereafter;
(iv) constituting property leased to the Parent, the Company or any
Subsidiary in a transaction permitted under this Agreement; (v)
consisting of an instrument evidencing Indebtedness or other debt
instrument, if the indebtedness evidenced thereby has been paid in full;
or (vi) if approved, authorized or ratified in writing by the Majority
Lenders, or all the Lenders as provided in subsection 11.01(e).  Upon
request by the Agent at any time, the Lenders will confirm in writing
the Agent's authority to release particular types or items of Collateral
pursuant to this subsection 10.11(b), provided that the absence of
                                      --------
any such confirmation for whatever reason shall not affect the Agent's
rights under this Section 10.11.

           (c)    Each Lender agrees with and in favor of each other
(which agreement shall not be for the benefit of the Parent, the Company
or any Subsidiary) that the obligation of any Loan Party to such Lender
under this Agreement and the other Loan Documents is not and shall not
be secured by any real property collateral now or hereafter acquired by
such Lender other than the real property described in the Mortgages.

     10.12 Co-Agents; Lead Managers.  None of the Lenders identified
           ------------------------
on the facing page or signature pages of this Agreement as a "co-agent",
"lead manager", "syndication agent", "documentation agent" or "managing
agent" shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable
to all Lenders as such.  Without limiting the foregoing, none of the
Lenders so identified as a "co-agent", "lead manager", "syndication
agent", "documentation agent" or "managing agent" shall have or be
deemed to have any fiduciary relationship with any Lender.  Each Lender
acknowledges that it has not relied, and will not rely, on any of the
Lenders so identified in deciding to enter into this Agreement or in
taking or not taking action hereunder.


                              ARTICLE XI


                            MISCELLANEOUS
                            -------------

     11.01 Amendments and Waivers.  No amendment or waiver of any
           ----------------------
provision of this Agreement or any other Loan Document, and no consent
with respect to any departure by the Company or any other Loan Party
therefrom, shall be effective unless the same shall be in writing and
signed by the Majority Lenders (or by the Agent at the written request
of the Majority Lenders) and each Loan Party party thereto and
acknowledged by the Agent, and then any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for
which given; provided, however, that no such waiver, amendment, or
             --------  -------
consent shall, unless in writing and signed by all the Lenders and each
Loan Party party thereto and acknowledged by the Agent, do any of the
following:

           (a)    increase or extend the Commitment of any Lender,
the L/C Commitment of the Issuing Bank or the Swingline Commitment of
the Swingline Bank (or reinstate any Commitment terminated pursuant to
Section 9.02);

                                 90.


<PAGE>
<PAGE>

           (b)    postpone or delay any date fixed by this Agreement
or any other Loan Document for any payment of principal, interest, fees
or other amounts due to the Lenders (or any of them) hereunder or under
any other Loan Document (including the date of any mandatory prepayment
hereunder);

           (c)    reduce the principal of, or the rate of interest
specified herein on any Loan, or (subject to clause (iii) below) any
fees or other amounts payable hereunder or under any other Loan
Document;

           (d)    change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Loans which is required for the
Lenders or any of them to take any action hereunder; or

           (e)    discharge any Guarantor, or release all or
substantially all of the Collateral except as otherwise may be provided
herein or in the Collateral Documents;

          (f)    amend this Section 11.01, Section 2.15, Section
4.04, the  definition of "Majority Lenders" herein, or any provision
herein providing for consent or other action by all Lenders or some
specified amount of Lenders;

and, provided further, that (i) no amendment, waiver or consent
     -------- -------
shall, unless in writing and signed by the Issuing Bank in addition to
the Majority Lenders or all the Lenders, as the case may be, increase
the L/C Commitment of the Issuing Bank or otherwise affect the rights or
duties of the Issuing Bank under this Agreement or any L/C-Related
Document relating to any Letter of Credit Issued or to be Issued by it,
(ii) no amendment, waiver or consent shall, unless in writing and signed
by the Agent in addition to the Majority Lenders or all the Lenders, as
the case may be, affect the rights or duties of the Agent under this
Agreement or any other Loan Document, (iii) the Fee Letter and documents
evidencing Specified Swap Contracts may be amended, or rights or
privileges thereunder waived, in a writing executed by the parties
thereto, (iv) no amendment of (A) the last two sentences of Section 2.07
or (B) subsection 2.08(d)(ii) shall be permitted without the written
consent of Lenders holding more than 50% of the combined Tranche B Term
Commitments (or, if the Tranche B Commitments shall have terminated
pursuant to the terms hereof, Lenders holding more than 50% of the
Tranche B Term Loans then outstanding), and (v) no amendment, waiver or
consent shall, unless in writing and signed by the Swingline Bank in
addition to the Majority Lenders or all the Lenders, as the case may be,
increase the Swingline Commitment or otherwise affect the rights or
duties of the Swingline Bank under this Agreement.

     11.02 Notices. (a) All notices, requests, consents, approvals,
           -------
waivers and other communications shall be in writing (including, unless
the context expressly otherwise provides, by facsimile transmission),
and mailed, faxed or delivered, to the address or facsimile number
specified for notices on Schedule 11.02; or, as directed to the
                         --------------
Company or the Agent, to such other address as shall be designated by
such party in a written notice to the other parties, and as directed to
any other party, at such other address as shall be designated by such
party in a written notice to the Company and the Agent.

                                 91.


<PAGE>
<PAGE>

           (b)    All such notices, requests and communications
shall, when transmitted by overnight delivery, or faxed, be effective
when delivered for overnight (next-day) delivery, or transmitted in
legible form by facsimile machine, respectively, or if mailed, upon the
third Business Day after the date deposited into the mails, or if
delivered, upon delivery; except that notices pursuant to Article II,
III or X to the Agent shall not be effective until actually received by
the Agent at the address specified for the Agent on Schedule 11.02;
                                                    --------------
notices pursuant to Article III to the Issuing Bank shall not be
effective until actually received by the Issuing Bank at the address
specified for such Person on Schedule 11.02; and notices pursuant to
                             --------------
Article II to the Swingline Bank shall not be effective until actually
received by the Swingline Bank, at the address specified for such Person
on Schedule 11.02.
   --------------

           (c)    Any agreement of the Agent and the Lenders herein
to receive certain notices by telephone or facsimile is solely for the
convenience and at the request of the Company.  The Agent and the
Lenders shall be entitled to rely on the authority of any Person
purporting to be a Person authorized by the Company to give such notice
and the Agent and the Lenders shall not have any liability to the
Company or other Person on account of any action taken or not taken by
the Agent or the Lenders in reliance upon such telephonic or facsimile
notice.  The obligation of the Company to repay the Loans and L/C
Obligations shall not be affected in any way or to any extent by any
failure by the Agent and the Lenders to receive written confirmation of
any telephonic or facsimile notice or the receipt by the Agent and the
Lenders of a confirmation which is at variance with the terms understood
by the Agent and the Lenders to be contained in the telephonic or
facsimile notice.

     11.03 No Waiver; Cumulative Remedies.  No failure to exercise
           ------------------------------
and no delay in exercising, on the part of the Agent or any Lender, any
right, remedy, power or privilege hereunder, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.
The rights provided for in this Agreement and the other Loan Documents
are cumulative and are not exclusive of any other rights, powers,
privileges or remedies provided by law or in equity, or under any other
instrument, document or agreement now existing or hereafter arising.

     11.04 Costs and Expenses.  The Parent and the Company shall:
           ------------------

           (a)    whether or not the transactions contemplated hereby
are consummated, pay or reimburse BofA (including in its capacity as
Agent and Issuing Bank) within five Business Days after demand (subject
to subsection 5.01(e)) for all costs and expenses incurred by BofA
(including in its capacity as Agent and Issuing Bank) in connection with
(i) the development, preparation, delivery, closing, administration and
execution of, and any amendment, supplement, waiver or modification to
(in each case, whether or not consummated), this Agreement, any Loan
Document and any other documents prepared in connection herewith or
therewith, (ii) the consummation of the transactions contemplated hereby
and thereby, and (iii) the syndication and assignment following the
Closing Date of all or any part of BofA's interest as Lender hereunder,
in each case, including reasonable Attorney Costs incurred by BofA
(including in its capacity as Agent and Issuing Bank) with respect
thereto;

                                 92.



<PAGE>
<PAGE>

           (b)    pay or reimburse the Agent, the Lead Arranger and
each Lender within five Business Days after demand (subject to
subsection 5.01(e)) for all costs and expenses (including Attorney
Costs) incurred by them in connection with the enforcement, attempted
enforcement, or preservation of any rights or remedies under this
Agreement or any other Loan Document during the existence of an Event of
Default or after acceleration of the Loans (including in connection with
any "workout" or restructuring regarding the Loans, and including in any
Insolvency Proceeding or appellate proceeding); and

           (c)    pay or reimburse BofA (including in its capacity as
Agent) within five Business Days after demand (subject to subsection
5.01(e)) for all appraisal (including the allocated cost of internal
appraisal services), audit, environmental inspection and review
(including the allocated cost of such internal services), search and
filing costs, fees and expenses, incurred or sustained by BofA
(including in its capacity as Agent) in connection with the matters
referred to under subsections (a) and (b) of this Section.

     11.05 Company Indemnification. (a) Whether or not the
           -----------------------
transactions contemplated hereby are consummated, the Parent and the
Company shall indemnify, defend and hold the Agent-Related Persons, and
each Lender and each of its respective officers, directors, employees,
counsel, agents and attorneys-in-fact (each, an "Indemnified Person")
                                                 ------------------
harmless from and against any and all liabilities, claims, obligations,
losses, damages, penalties, actions, judgments, suits, costs, charges,
expenses and disbursements (including Attorney Costs) of any kind or
nature whatsoever which may at any time (including at any time following
repayment of the Loans and termination of all Specified Swap Contracts
and the termination of the Letters of Credit and the termination,
resignation or replacement of the Agent or replacement of any Lender) be
imposed on, incurred by or asserted against any such Person in any way
relating to or arising out of this Agreement, the Transaction, the other
Documents or any document contemplated by or referred to therein, 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
any Insolvency Proceeding or appellate proceeding) related to or arising
out of this Agreement or the Specified Swap Contracts or the Transaction
or the Loans or Letters of Credit or the use of the proceeds thereof,
whether or not any Indemnified Person is a party thereto (all the
foregoing, collectively, the "Indemnified Liabilities"); provided
                              -----------------------    --------
that the Parent and the Company shall have no obligation hereunder to
any Indemnified Person with respect to Indemnified Liabilities to the
extent they are found by a final decision of a court of competent
jurisdiction to have resulted from the gross negligence or willful
misconduct of such Indemnified Person.  The agreements in this Section
and in Section 11.04 shall survive the termination of the Commitments,
the termination or expiration of all Letters of Credit and the payment
of all other Obligations.

           (b)    (i)   The Parent and the Company shall
indemnify, defend and hold harmless each Indemnified Person, from and
against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, charges, expenses or
disbursements (including Attorney Costs and the allocated cost of
internal environmental audit or review services), which may be incurred
by or asserted against such Indemnified Person in connection with or
arising out of any pending or threatened investigation, litigation or
proceeding, or any action taken by any Person, with respect to any
Environmental Claim arising out of or related to any property subject to
a Mortgage in favor of the Agent or any Lender.  No action taken by

                                 93.



<PAGE>
<PAGE>

legal counsel chosen by the Agent or any Lender in defending against any
such investigation, litigation or proceeding or requested remedial,
removal or response action shall vitiate or any way impair the Parent's
and the Company's obligation and duty hereunder to indemnify and hold
harmless the Agent and each Lender.

                  (ii)   In no event shall any site visit,
observation, or testing by the Agent or any Lender (or any contractee of
the Agent or any Lender) be deemed a representation or warranty that
Hazardous Materials are or are not present in, on, or under, the site,
or that there has been or shall be compliance with any Environmental
Law.  Neither the Company nor any other Person is entitled to rely on
any site visit, observation, or testing by the Agent or any Lender.
Neither the Agent nor any Lender owes any duty of care to protect the
Company or any other Person against, or to inform the Company or any
other party of, any Hazardous Materials or any other adverse condition
affecting any site or property.  Neither the Agent nor any Lender shall
be obligated to disclose to the Company or any other Person any report
or findings made as a result of, or in connection with, any site visit,
observation, or testing by the Agent or any Lender.

           (c)    The obligations in this Section shall survive
payment of all other Obligations.  At the election of any Indemnified
Person, the Parent and the Company shall defend such Indemnified Person
using legal counsel satisfactory to such Indemnified Person in such
Person's sole discretion, at the sole cost and expense of the Parent and
the Company (provided, however, that if such Indemnified Person is
             --------  -------
the Agent, then such election to have the Company and the Parent so
defend the Agent shall be subject to the consent of the Majority
Lenders, such consent not to be unreasonably withheld).  All amounts
owing under this Section shall be paid within 30 days after demand.

     11.06 Marshalling; Payments Set Aside.  Neither the Agent nor
           -------------------------------
the Lenders shall be under any obligation to marshal any assets in favor
of the Parent, the Company or any other Person or against or in payment
of any or all of the Obligations.  To the extent that the Company or any
other Loan Party makes a payment to the Agent or the Lenders, or the
Agent or the Lenders exercise their right of set-off, and such payment
or the proceeds of such set-off or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or
required (including pursuant to any settlement entered into by the Agent
or such Lender in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any Insolvency Proceeding or
otherwise, then (a) to the extent of such recovery the obligation or
part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made
or such set-off had not occurred, and (b) each Lender severally agrees
to pay to the Agent upon demand its Pro Rata Share of any amount so
recovered from or repaid by the Agent.

     11.07 Successors and Assigns.  The provisions of this Agreement
           ----------------------
shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns, except that the Company and
each other Loan Party may not assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of
the Agent and each Lender.

                                 94.



<PAGE>
<PAGE>

     11.08 Assignments, Participations, Etc. (a) Any Lender may,
           ---------------------------------
with the written consent of the Company and the Agent, the Issuing Bank
and the Swingline Bank (which in each case shall not be unreasonably
withheld), at any time assign and delegate to one or more Eligible
Assignees (each an "Assignee") all, or any ratable part of all, of
                    --------
the Loans, the Commitment, the L/C Obligations and the other rights and
obligations of such Lender hereunder; provided, however, that (i)
                                      --------  -------
no written consent of the Company shall be required during the existence
of a Default or an Event of Default; (ii) no written consent of the
Company or the Agent, the Issuing Bank or the Swingline Bank shall be
required in connection with any assignment and delegation by a Lender to
an Eligible Assignee that is another Lender or an Affiliate of such
Lender); (iii) except in connection with an assignment of all of a
Lender's rights and obligations with respect to its Commitment, Loans
and L/C Obligations, any such assignment to an Eligible Assignee shall
be equal to or greater than (A) $5,000,000, in the case of any
assignment of Revolving Loans or Tranche A Term Loans, and (B)
$2,000,000, in the case of any assignment of Tranche B Term Loans; (iv)
each such partial assignment of Revolving Loans or Tranche A Term Loans
shall be of a ratable part of the Revolving Loans, Tranche A Term Loans
and Revolving Commitment and the other related interests, rights and
obligations hereunder of such assigning Lender (it being understood that
any assignment of Tranche A Term Loans, Revolving Loans or the Revolving
Commitment of any assigning Lender need not include a ratable part of
the Tranche B Term Loans, if any, of such Lender, and that any
assignment of Tranche B Term Loans by any assigning Lender need not
include a ratable part of the Tranche A Term Loans, Revolving Loans and
Revolving Commitment, if any, of such Lender); and (v) each Assignee
shall have agreed to be bound by the terms of the Intercreditor
Agreement; and provided further, however, that the Company and
               -------- -------  -------
the Agent may continue to deal solely and directly with such Lender in
connection with the interest so assigned to an Assignee until (A) such
Lender and its Assignee shall have delivered to the Company and the
Agent an Assignment and Acceptance Agreement substantially in the form
of Exhibit E ("Assignment and Acceptance"), together with any Note
  ----------   -------------------------
or Notes subject to such assignment; (B) a written notice of such
assignment, together with payment instructions, addresses and related
information with respect to the Assignee, in substantially the form of
the Notice of Assignment and Acceptance attached as Schedule 1 to the
                                                    ----------
Assignment and Acceptance, shall have been given to the Company and the
Agent by such Lender and the Assignee; (C) the assignor Lender or
Assignee shall have paid to the Agent a processing fee in the amount of
$4,000 and (D) the Agent, the Company, the Issuing Bank and the
Swingline Bank each shall have provided any required consent to such
assignment in accordance with this Section.  In connection with any
assignment by BofA, its Swingline Commitment may be assigned in whole
(and not part) and only in connection with an assignment transaction
involving an assignment of all of its Commitments and Loans, and the
Assignment and Acceptance may be appropriately modified to include an
assignment and delegation of its Swingline Commitment and any
outstanding Swingline Loans.

           (b)    From and after the date that the Agent notifies the
assignor Lender that the Agent has received (and, if required,
provided its consent with respect thereto and received any other
--------
consents required under this Section 11.08) an executed Assignment and
Acceptance and payment of the above-referenced processing fee, (i) the
Assignee thereunder shall be a party hereto and, to the extent that
rights and obligations hereunder have been assigned to it pursuant to
such Assignment and Acceptance, shall have the rights and obligations of
a Lender under the Loan Documents, (ii) this Agreement shall be deemed
to be amended to the extent, but only to the extent, necessary to
reflect the addition of the Assignee and the resulting adjustment of the

                                 95.



<PAGE>
<PAGE>

Commitments arising therefrom, and (iii) the assignor Lender shall, to
the extent that rights and obligations hereunder and under the other
Loan Documents have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations
under the Loan Documents; provided, however, that the assignor
                          --------  -------
Lender shall not relinquish its rights under Article IV or under
Sections 11.04 and 11.05 to the extent such rights relate to the time
prior to the effective date of the Assignment and Acceptance.  The
Commitment allocated to each Assignee shall reduce the Commitment of the
assigning Lender pro tanto.

           (c)    Within five Business Days after the Company's
receipt of notice by the Agent that it has received (and, if necessary,
consented to) an executed Assignment and Acceptance and payment of the
processing fee (and provided that the Issuing Bank, the Swingline Bank
                    --------
and the Company each consent to such assignment in accordance with
subsection 11.08(a)), the Company shall execute and deliver to the Agent
any new Notes requested by such Assignee evidencing such Assignee's
assigned Loans and Commitment and, if the assignor Lender has retained a
portion of its Loans and its Commitment, replacement Notes as requested
by the assignor Lender evidencing the Loans and Commitment retained by
the assignor Lender (such Notes to be in exchange for, but not in
payment of, the Notes held by such Lender, if any).

           (d)    Any Lender may at any time sell to one or more
commercial banks or other Persons not Affiliates of the Company (a
"Participant") participating interests in any Loans, the Commitment
 -----------
of that Lender and the other interests of that Lender (the "originating
                                                           ------------
Lender") hereunder and under the other Loan Documents; provided,
------                                                 --------
however, that (i) the originating Lender's obligations under this
-------
Agreement shall remain unchanged, (ii) the originating Lender shall
remain solely responsible for the performance of such obligations, (iii)
the Company, the Issuing Bank and the Agent shall continue to deal
solely and directly with the originating Lender in connection with the
originating Lender's rights and obligations under this Agreement and the
other Loan Documents, and (iv) no Lender shall transfer or grant any
participating interest under which the Participant has rights to approve
any amendment to, or any consent or waiver with respect to, this
Agreement or any other Loan Document, except to the extent such
amendment, consent or waiver would require unanimous consent of the
Lenders as described in the first proviso to Section 11.01. In the case
of any such participation, the Participant shall be entitled to the
benefit of Sections 4.01, 4.03 and 11.05 as though it were also a Lender
hereunder, and if amounts outstanding under this Agreement are due and
unpaid, or shall have been declared or shall have become due and payable
upon the occurrence of an Event of Default, each Participant shall be
deemed to have the right of set-off in respect of its participating
interest in amounts owing under this Agreement to the same extent as if
the amount of its participating interest were owing directly to it as a
Lender under this Agreement.

           (e)    Notwithstanding any other provision in this
Agreement, any Lender may at any time create a security interest in, or
pledge, all or any portion of its rights under and interest in this
Agreement and any Note held by it (other than in respect of Swingline
Loans) in favor of any Federal Reserve Bank in accordance with
Regulation A of the FRB or U.S. Treasury Regulation 31 C.F.R. Section
203.14, and such Federal Reserve Bank may enforce such pledge or
security interest in any manner permitted under applicable law.

                                 96.



<PAGE>
<PAGE>

     11.09 Confidentiality.  Each Lender agrees to take and to cause
           ---------------
its Affiliates to take normal and reasonable precautions and exercise
due care to maintain the confidentiality of all information identified
as "confidential" or "secret" by the Parent or the Company and
provided to it by the Parent, the Company or any Subsidiary, or by the
Agent on the Parent's, the Company's or such Subsidiary's behalf, under
this Agreement or any other Loan Document, and neither it nor any of its
Affiliates shall use any such information other than in connection with
or in enforcement of this Agreement and the other Loan Documents or in
connection with other business now or hereafter existing or contemplated
with the Parent, the Company or any Subsidiary; except to the extent
such information (i) was or becomes generally available to the public
other than as a result of disclosure by such Lender, or (ii) was or
becomes available on a non-confidential basis from a source other than
the Parent or the Company, provided that such source is not bound by a
                           --------
confidentiality agreement with the Parent or the Company known to such
Lender; provided, however, that any Lender may disclose such
        --------  -------
information (A) at the request or pursuant to any requirement of any
Governmental Authority to which such Lender is subject or in connection
with an examination of such Lender by any such authority; (B) pursuant
to subpoena or other court process; (C) when required to do so in
accordance with the provisions of any applicable Requirement of Law; (D)
to the extent reasonably required in connection with any litigation or
proceeding to which the Agent, any Lender or their respective Affiliates
may be party; (E) to the extent reasonably required in connection with
the exercise of any remedy hereunder or under any other Loan Document;
(F) to such Lender's independent auditors, legal counsel and other
professional advisors; (G) to any Participant or Assignee, actual or
potential, provided that such Person agrees in writing to keep such
           --------
information confidential to the same extent required of the Lenders
hereunder; (H) as to any Lender or its Affiliate, as expressly permitted
under the terms of any other document or agreement regarding
confidentiality to which the Parent, the Company or any Subsidiary is
party or is deemed party with such Lender or such Affiliate; and (I) to
its Affiliates.

     11.10 Set-off.  In addition to any rights and remedies of the
           -------
Lenders provided by law, if an Event of Default exists or the Loans have
been accelerated, each Lender is authorized at any time and from time to
time, without prior notice to the Company or any other Loan Party, any
such notice being waived by such Persons to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held by, and other
indebtedness at any time owing by, such Lender to or for the credit or
the account of any Loan Party against any and all Obligations owing to
such Lender, now or hereafter existing, irrespective of whether or not
the Agent or such Lender shall have made demand under this Agreement or
any Loan Document and although such Obligations may be contingent or
unmatured.  Each Lender agrees promptly to notify the Company and the
Agent after any such set-off and application made by such Lender;
provided, however, that the failure to give such notice shall not
--------  -------
affect the validity of such set-off and application.  NOTWITHSTANDING
THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY
RIGHT OF SET-OFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT
ACCOUNT OR PROPERTY OF THE COMPANY OR ANY OTHER LOAN PARTY HELD OR
MAINTAINED BY THE LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE
MAJORITY LENDERS.

     11.11 [Intentionally omitted.]
           ------------------------

                                 97.


<PAGE>
<PAGE>

     11.12 Guaranty. (a) Guaranty.  Each of the Guarantors
           --------      --------
unconditionally and irrevocably, jointly and severally guarantees to the
Agent, the Lead Arranger and the Lenders, and their respective
successors, endorsers, transferees and assigns (the "Guaranteed Persons"),
                                                     ------------------
the full and prompt payment when due (whether at stated maturity,
by required prepayment, declaration, acceleration, demand or otherwise)
and performance of all indebtedness, liabilities and other obligations
of the Company to any Guaranteed Person, whether arising out of or
in connection with this Agreement, any other Loan Document or
otherwise, including all unpaid principal of the Loans, all L/C
Obligations, all interest accrued thereon, all fees due under this
Agreement and all other amounts payable by the Company to any Guaranteed
Person thereunder or in connection therewith.  The terms "indebtedness,"
"liabilities" and "obligations" are used herein in their most
comprehensive sense and include any and all advances, debts, obligations
and liabilities, now existing or hereafter arising, whether voluntary or
involuntary and whether due or not due, absolute or contingent,
liquidated or unliquidated, determined or undetermined, and whether
recovery upon such indebtedness, liabilities and obligations may be or
hereafter become unenforceable or shall be an allowed or disallowed
claim under the Bankruptcy Code or other applicable law.  The foregoing
indebtedness, liabilities and other obligations of the Company shall
hereinafter be collectively referred to as the "Guaranteed
                                                ----------
Obligations."  The Guaranteed Obligations include interest which, but
-----------
for an Insolvency Proceeding, would have accrued on such Guaranteed
Obligations, whether or not a claim is allowed against the Company for
such interest in any such Insolvency Proceeding.

           (b)    Separate Obligation.  Each Guarantor acknowledges
                  -------------------
and agrees (i) that the Guaranteed Obligations are separate and distinct
from any indebtedness, obligations or liabilities arising under or in
connection with any other agreement, instrument or guaranty, including
under any provision of this Agreement other than this Section 11.12,
executed at any time by such Guarantor in favor of any Guaranteed
Person, and (ii) such Guarantor shall pay and perform all of the
Guaranteed Obligations as required under this Section 11.12, and each
Guaranteed Person may enforce any and all of its rights and remedies
hereunder, without regard to any other agreement, instrument or
guaranty, including any provision of this Agreement other than this
Section 11.12, at any time executed by such Guarantor in favor of any
Guaranteed Person, regardless of whether or not any such other
agreement, instrument or guaranty, or any provision thereof or hereof,
shall for any reason become unenforceable or any of the indebtedness,
obligations or liabilities thereunder shall have been discharged,
whether by performance, avoidance or otherwise.  Each Guarantor
acknowledges that in providing benefits to the Company and such
Guarantor, the Guaranteed Persons are relying upon the enforceability of
this Section 11.12 and the Guaranteed Obligations as separate and
distinct indebtedness, obligations and liabilities of such Guarantor,
and each Guarantor agrees that each Guaranteed Person would be denied
the full benefit of their bargain if at any time this Section 11.12 or
the Guaranteed Obligations were treated any differently.  The fact that
the Guaranty of each Guarantor is set forth in this Agreement rather
than in a separate guaranty document is for the convenience of the
Company and the Guarantors and shall in no way impair or adversely
affect the rights or benefits of any Guaranteed Person under this
Section 11.12.  Each Guarantor agrees to execute and deliver a separate
agreement, immediately upon request at any time of any Guaranteed
Person, evidencing such Guarantor's obligations under this Section
11.12.  Upon the occurrence of any Event of Default, a separate action
or actions may be brought against each Guarantor, whether or not the
Company or any other Guarantor or Person is joined therein or a separate
action or actions are brought against the Company or any other Guarantor
or Person.

                                 98.


<PAGE>
<PAGE>

           (c)    Limitation of Guaranty.  To the extent that any
                  ----------------------
court of competent jurisdiction shall impose by final judgment under
applicable law (including the California Uniform Fraudulent Transfer Act
and Sections 544 and 548 of the Bankruptcy Code) any limitations on the
amount of any Guarantor's liability with respect to the Guaranteed
Obligations which any Guaranteed Person can enforce under this Section
11.12, each Guaranteed Person by its acceptance hereof accepts such
limitation on the amount of such Guarantor's liability hereunder to the
extent needed to make this Section 11.12 fully enforceable and
nonavoidable.

           (d)    Liability of Guarantor.  The liability of each
                  ----------------------
Guarantor under this Section 11.12 shall be irrevocable, absolute,
independent and unconditional, and shall not be affected by any
circumstance which might constitute a discharge of a surety or guarantor
other than the indefeasible payment and performance in full of all
Guaranteed Obligations.  In furtherance of the foregoing and without
limiting the generality thereof, each Guarantor agrees as follows:

           (i)    such Guarantor's liability hereunder shall be the
immediate, direct, and primary obligation of such Guarantor and shall
not be contingent upon any Guaranteed Person's exercise or enforcement
of any remedy it may have against the Company or any other Person, or
against any collateral or other security for any Guaranteed Obligations;

           (ii)   this Guaranty is a guaranty of payment when due and
not merely of collectibility;

           (iii)  such Guarantor's payment of a portion, but not all,
of the Guaranteed Obligations shall in no way limit, affect, modify or
abridge such Guarantor's liability for any portion of the Guaranteed
Obligations remaining unsatisfied; and

           (iv)   such Guarantor's liability with respect to the
Guaranteed Obligations shall remain in full force and effect without
regard to, and shall not be impaired or affected by, nor shall such
Guarantor be exonerated or discharged by, any of the following events:

                      (A)   any Insolvency Proceeding;

                      (B)   any limitation, discharge, or cessation of the
           liability of the Company or any other guarantor or Person
           for any Guaranteed Obligations due to any statute, regulation
           or rule of law, or any invalidity or unenforceability in whole
           or in part of any of the Guaranteed Obligations or the Loan
           Documents;

                      (C)   any merger, acquisition, consolidation or change
           in structure of the Company or any other Guarantor or Person, or
           any sale, lease, transfer or other disposition of any or all of the
           assets or shares of the Company or any other Guarantor or other
           Person;

                      (D)   any assignment or other transfer, in whole or in
           part, of any Guaranteed Person's interests in and rights under this
           Guaranty or the other Loan Documents;

                                 99.



<PAGE>
<PAGE>
                      (E)   any claim, defense, counterclaim or set-off,
           other than that of prior performance, that the Company, such
           Guarantor, any other guarantor or other Person may have or
           assert, including any defense of incapacity or lack of
           corporate or other authority to execute any of the Loan
           Documents;

                      (F)   any Guaranteed Person's amendment, modification,
           renewal, extension, cancellation or surrender of any Loan
           Document or any Guaranteed Obligations;

                      (G)   any Guaranteed Person's exercise or nonexercise
           of any power, right or remedy with respect to any Guaranteed
           Obligations or any collateral;

                      (H)   any Guaranteed Person's vote, claim,
           distribution, election, acceptance, action or inaction in
           any Insolvency Proceeding; or

                      (I)   any other guaranty, whether by any Guarantor or
           any other Person, of all or any part of the Guaranteed
           Obligations or any other indebtedness, obligations or
           liabilities of any Guaranteed Person.

           (e)    Consents of Guarantor.  Each Guarantor hereby
                  ---------------------
unconditionally consents and agrees that, without notice to or further
assent from such Guarantor:

           (i)    the principal amount of the Guaranteed Obligations
may be increased or decreased and additional indebtedness or obligations
of the Company under the Loan Documents may be incurred and the time,
manner, place or terms of any payment under any Loan Document be
extended or changed, by one or more amendments, modifications, renewals
or extensions of any Loan Document or otherwise;

           (ii)   the time for the Company's (or any other Person's)
performance of or compliance with any term, covenant or agreement on its
part to be performed or observed under any Loan Document may be
extended, or such performance or compliance waived, or failure in or
departure from such performance or compliance consented to, all in such
manner and upon such terms as any Guaranteed Person (or the Majority
Lenders, as the case may be) may deem proper;

           (iii)  each Guaranteed Person may request and accept other
guarantees and may take and hold other security as collateral for the
Guaranteed Obligations, and may, from time to time, in whole or in part,
exchange, sell, surrender, release, subordinate, modify, waive, rescind,
compromise or extend such other guaranties or security and may permit or
consent to any such action or the result of any such action, and may
apply such security and direct the order or manner of sale thereof;

           (iv)   each Guaranteed Person may exercise, or waive or
otherwise refrain from exercising, any other right, remedy, power or
privilege even if the exercise thereof affects or eliminates any right
of subrogation or any other right of such Guarantor against the Company.

           (f)    Guarantor's Waivers.  Each Guarantor waives and
                  -------------------
agrees not to assert:

                                100.


<PAGE>
<PAGE>

           (i)    any right to require the Agent, the Issuing Bank or
any Lender to marshal assets in favor of the Company, the Guarantors,
any other guarantor or any other Person, to proceed against the Company,
any other guarantor or any other Person, to proceed against or exhaust
any of the Collateral, to give notice of the terms, time and place of
any public or private sale of personal property security constituting
the Collateral or other collateral for the Guaranteed Obligations or
comply with any other provisions of Section 9504 of the UCC (or any
equivalent provision of any other applicable law) or to pursue any other
right, remedy, power or privilege of the Agent, the Issuing Bank or any
Lender whatsoever;

           (ii)   the defense of the statute of limitations in any
action hereunder or for the collection or performance of the Guaranteed
Obligations;

           (iii)  any defense arising by reason of any lack of
corporate or other authority or any other defense of the Company, such
Guarantor or any other Person;

           (iv)   any defense based upon any Guaranteed Person's
errors or omissions in the administration of the Guaranteed Obligations;

           (v)    any rights to set-offs and counterclaims;

           (vi)   without limiting the generality of the foregoing,
to the fullest extent permitted by law, any defenses or benefits that
may be derived from or afforded by applicable law limiting the liability
of or exonerating guarantors or sureties, or which may conflict with the
terms of this Section 11.12;

           (vii)  any defense based upon an election of remedies
(including, if available, an election to proceed by nonjudicial
foreclosure) which destroys or impairs the subrogation rights of such
Guarantor or the right of such Guarantor to proceed against the Company
or any other obligor of the Guaranteed Obligations for reimbursement;

           (viii) without limiting the generality of the foregoing,
to the fullest extent permitted by law, any defenses or benefits that
may be derived from or afforded by applicable law limiting the liability
of or exonerating guarantors or sureties, or which may conflict with the
terms of this Section 11.12, including any and all benefits that
otherwise might be available to such Guarantor under California Civil
Code Sections 1432, 2809, 2810, 2815, 2819, 2839, 2845, 2848, 2849,
2850, 2899 and 3433 and California Code of Civil Procedure Sections
580a, 580b, 580d and 726.  Accordingly, each Guarantor waives all rights
and defenses that such Guarantor may have because the Company's debt is
secured by real property.  This means, among other things:  (A) the
Agent, the Issuing Bank and the Lenders may collect from such Guarantor
without first foreclosing on any real or personal property Collateral
pledged by the Company; and (B) if the Agent forecloses on any real
property Collateral pledged by the Company:  (1) the amount of the debt
may be reduced only by the price for which that Collateral is sold at
the foreclosure sale, even if the Collateral is worth more than the sale
price, and (2) the Agent, the Issuing Bank and the Lenders may collect
from such Guarantor even if the Agent, by foreclosing on the real
property Collateral, has destroyed any right such Guarantor may have to
collect from the Company.  This is an unconditional and irrevocable
waiver of any rights and defenses such Guarantor may have because the
Company's debt is secured by real property.  These rights and

                                101.


<PAGE>
<PAGE>

defenses include, but are not limited to, any rights of defenses based
upon Section 580a, 580b, 580d or 726 of the California Code of Civil
Procedure; and

           (ix)   any and all notice of the acceptance of this
Guaranty, and any and all notice of the creation, renewal, modification,
extension or accrual of the Guaranteed Obligations, or the reliance by
any Guaranteed Person upon this Guaranty, or the exercise of any right,
power or privilege hereunder.  The Guaranteed Obligations shall
conclusively be deemed to have been created, contracted, incurred and
permitted to exist in reliance upon this Guaranty.  Each Guarantor
waives promptness, diligence, presentment, protest, demand for payment,
notice of default, dishonor or nonpayment and all other notices to or
upon the Company, such Guarantor or any other Person with respect to the
Guaranteed Obligations.

           (g)    Financial Condition of the Company.  No Guarantor
                  ----------------------------------
shall have any right to require any Guaranteed Person to obtain or
disclose any information with respect to:  the financial condition or
character of the Company or the ability of the Company to pay and
perform the Guaranteed Obligations; the Guaranteed Obligations; any
collateral or other security for any or all of the Guaranteed
Obligations; the existence or nonexistence of any other guarantees of
all or any part of the Guaranteed Obligations; any action or inaction on
the part of any Guaranteed Person or any other Person; or any other
matter, fact or occurrence whatsoever.  Each Guarantor hereby
acknowledges that it has undertaken its own independent investigation of
the financial condition of the Company and the other Loan Parties and
all other matters pertaining to this Guaranty and further acknowledges
that it is not relying in any manner upon any representation or
statement of any Guaranteed Person with respect thereto.

           (h)    Subrogation.  Until the Guaranteed Obligations
                  -----------
shall be satisfied in full and the Commitments shall be terminated, each
Guarantor shall not have, and shall not directly or indirectly exercise
(i) any rights that it may acquire by way of subrogation under this
Section 11.12, by any payment hereunder or otherwise, (ii) any rights of
contribution, indemnification, reimbursement or similar suretyship
claims arising out of this Section 11.12 or (iii) any other right which
it might otherwise have or acquire (in any way whatsoever) which could
entitle it at any time to share or participate in any right, remedy or
security of any Guaranteed Person as against the Company or other
guarantors, whether in connection with this Section 11.12, any of the
other Loan Documents or otherwise.  If any amount shall be paid to any
Guarantor on account of the foregoing rights at any time when all the
Guaranteed Obligations shall not have been paid in full, such amount
shall be held in trust for the benefit of each Guaranteed Person and
shall forthwith be paid to the Agent to be credited and applied to the
Guaranteed Obligations, whether matured or unmatured, in accordance with
the terms of the Loan Documents.

           (i)    Continuing Guaranty.  This Guaranty is a
                  -------------------
continuing guaranty and agreement of subordination and shall continue in
effect and be binding upon each Guarantor until termination of the
Commitments and payment and performance in full of all Guaranteed
Obligations, including Guaranteed Obligations which may exist
continuously or which may arise from time to time under successive
transactions, and each Guarantor expressly acknowledges that this
Guaranty shall remain in full force and effect notwithstanding that
there may be periods in which no Guaranteed Obligations exist.

                                102.


<PAGE>
<PAGE>

           (j)    Reinstatement.  This Guaranty shall continue to be
                  -------------
effective or shall be reinstated and revived, as the case may be, if,
for any reason, any payment of the Guaranteed Obligations by or on
behalf of the Company (or receipt of any proceeds of collateral) shall
be rescinded, invalidated, declared to be fraudulent or preferential,
set aside, voided or otherwise required to be repaid to the Company, its
estate, trustee, receiver or any other Person (including under the
Bankruptcy Code or other state or federal law), or must otherwise be
restored by any Guaranteed Person, whether as a result of Insolvency
Proceedings or otherwise.  All losses, damages, costs and expenses that
any Guaranteed Person may suffer or incur as a result of any voided or
otherwise set aside payments shall be specifically covered by the
indemnity in favor of the Lenders and the Agent contained in Section
11.05.

           (k)    Substantial Benefits.  The funds that have been
                  --------------------
borrowed from the Lenders by the Company have been and are to be
contemporaneously used for the direct or indirect benefit of the Company
and each Guarantor.  It is the position, intent and expectation of the
parties that the Company and each Guarantor have derived and will derive
significant and substantial direct or indirect benefits from the
accommodations that have been made by the Lenders under the Loan
Documents.

           (l)    Knowing and Explicit Waivers.  EACH GUARANTOR
                  ----------------------------
ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR
HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE
TERMS AND PROVISIONS OF THIS SECTION 11.12.  EACH GUARANTOR ACKNOWLEDGES
AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN ARE
MADE WITH FULL KNOWLEDGE OF THEIR SIGNIFICANCE AND CONSEQUENCES, AND
THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND
WHICH EACH GUARANTOR EXPECTS TO BE FULLY ENFORCEABLE.

           (m)    Release of Subsidiary Guarantors.  The Company may
                  --------------------------------
at any time deliver to the Agent a certificate from a Responsible
Officer of the Company certifying as of the date of the certificate
that, after the consummation of the transaction or series of
transactions described in such certificate (which certification shall
also state that such transactions, individually or in the aggregate,
will be in compliance with the terms and conditions of this Agreement,
including to the extent applicable Sections 8.02 and 8.03, and that no
Event of Default existed, exists or will exist, as the case may be,
immediately before, as a result of or immediately after giving effect to
such transaction or transactions and termination), the Guarantor
identified in such certification will no longer be a Subsidiary of the
Company.  Effective upon the consummation of the transaction or series
of transactions described in such certificate, the Subsidiary identified
in such certification shall thereupon automatically cease to be a
Guarantor hereunder and shall cease to be a party hereto and shall
thereupon automatically be released from its obligations under this
Section 11.12 and under the Security Agreement, and all Liens in favor
of the Agent and the Lenders under the Collateral Documents in respect
of the property of such Subsidiary shall thereupon terminate.  The
Company shall promptly notify the Agent of the consummation of any such
transaction or series of transactions.  The Agent, on behalf of the
Lenders, shall, at the Company' expense, execute and deliver such
instruments as the Company may reasonably request to evidence such
release and Lien termination.

                                103.


<PAGE>
<PAGE>

     11.13 Notification of Addresses, Lending Offices, Etc.
           ------------------------------------------------
Each Lender shall notify the Agent in writing of any changes in the
address to which notices to such Lender should be directed, of addresses
of any Lending Office, of payment instructions in respect of all
payments to be made to it hereunder and of such other administrative
information as the Agent shall reasonably request.

     11.14 Counterparts.  This Agreement may be executed in any number
           ------------
of separate counterparts, each of which, when so executed, shall be
deemed an original, and all of said counterparts taken together shall be
deemed to constitute but one and the same instrument.

     11.15 Severability.  The illegality or unenforceability of any
           ------------
provision of this Agreement or any instrument or agreement required
hereunder shall not in any way affect or impair the legality or
enforceability of the remaining provisions of this Agreement or any
instrument or agreement required hereunder.

     11.16 No Third Parties Benefited.  This Agreement is made and
           --------------------------
entered into for the sole protection and legal benefit of the Company
and the other Loan Parties, the Lenders, the Agent and the Agent-Related
Persons, the Indemnified Persons and their permitted successors and
assigns, and no other Person shall be a direct or indirect legal
beneficiary of, or have any direct or indirect cause of action or claim
in connection with, this Agreement or any of the other Loan Documents.

     11.17 Governing Law and Jurisdiction.  (a) THIS AGREEMENT AND ANY
           ------------------------------
NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF CALIFORNIA; PROVIDED THAT THE AGENT AND THE LENDERS SHALL
                         --------
RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

           (b)    ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF CALIFORNIA OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF
CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN
PARTY, THE AGENT AND THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF
ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH
LOAN PARTY, THE AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF
THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO.  EACH LOAN PARTY, THE
AGENT AND THE LENDERS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY CALIFORNIA LAW.

           (c)    Nothing contained in this Section shall override
any contrary provision contained in any Specified Swap Contract.

                                104.


<PAGE>
<PAGE>

     11.18 Waiver of Jury Trial.  EACH LOAN PARTY, THE LENDERS AND THE
           --------------------
AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY
TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-
RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO
CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  THE LOAN PARTIES, THE
LENDERS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION
SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE
FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A
TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.  THIS WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

     11.19 Entire Agreement.  This Agreement, together with the other
           ----------------
Loan Documents, embodies the entire agreement and understanding among
the Company and the other Loan Parties, the Issuing Bank, the Swingline
Bank, the Lenders and the Agent, and supersedes all prior or
contemporaneous agreements and understandings of such Persons, verbal or
written, relating to the subject matter hereof and thereof.

             (remainder of page intentionally left blank)

                                105.


<PAGE>
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered in San Francisco, California, by their
proper and duly authorized officers as of the day and year first above
written.

                              MAIL-WELL, INC.

                              By: /s/ Robert Meyer
                                 ---------------------------------------
                                      Robert Meyer
                              Title:  Vice President Treasurer & Tax


                              MAIL-WELL I CORPORATION

                              By: /s/ Robert Meyer
                                 ---------------------------------------
                                      Robert Meyer
                              Title:  Vice President Treasurer & Tax


                              EACH SUBSIDIARY GUARANTOR LISTED ON
                              ANNEX II

                              By: /s/ Robert Meyer
                                 ---------------------------------------
                                      Robert Meyer
                              Title:  Vice President Treasurer & Tax


                              BANK OF AMERICA, N.A., as Agent,
                              Issuing Bank, Swingline Bank and as
                              a Lender

                              By: /s/ Kevin C. Leader
                                 ---------------------------------------
                                      Kevin C. Leder
                              Title:  Managing Director


<PAGE>
<PAGE>

                              ABN AMRO BANK N.V., as syndication agent
                              and as a Lender

                              By: /s/
                                 ---------------------------------------

                              Title:  Group Vice President
                                      and Managing Director



                              By: /s/ Mary L. Honda
                                 ---------------------------------------
                                      Mary L. Honda
                              Title:  Vice President


                              THE BANK OF NOVA SCOTIA, as
                              documentation agent and as a Lender

                              By: /s/
                                 ---------------------------------------

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


                              KEYBANK NATIONAL ASSOCIATION, as
                              managing agent and as a Lender

                              By: /s/ Mary K. Young
                                 ---------------------------------------
                                      Mary K. Young
                              Title:  Assistant Vice President


                              SUNTRUST BANK, as managing agent and
                              as a Lender

                              By: /s/
                                 ---------------------------------------

                              Title:  Vice President & Director




<PAGE>
<PAGE>

                              UNION BANK OF CALIFORNIA, N.A., as
                              managing agent and as a Lender

                              By: /s/ Henry G. Montgomery
                                 ---------------------------------------
                                      Henry G. Montgomery
                              Title:  Vice President


                              FLEET NATIONAL BANK, as managing
                              agent and as a Lender

                              By: /s/
                                 ---------------------------------------

                              Title:  Senior Vice President