<PAGE>
                                                               EXECUTION VERSION


                                CREDIT AGREEMENT
                                      among
                           YELLOW ROADWAY CORPORATION,
                                VARIOUS LENDERS,
                                  BANK ONE, NA
                                       and
                                 SUNTRUST BANK,
                            as CO-SYNDICATION AGENTS,


                               FLEET NATIONAL BANK

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                           as CO-DOCUMENTATION AGENTS

                                       and

                       DEUTSCHE BANK AG, NEW YORK BRANCH,
                            as ADMINISTRATIVE AGENT,

                        --------------------------------
                          Dated as of December 11, 2003

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

                         DEUTSCHE BANK SECURITIES INC.,
                            as SOLE LEAD ARRANGER and
                            SOLE BOOK RUNNING MANAGER

(DEUTSCHE BANK LOGO)

--------------------------------------------------------------------------------
                                  BNP PARIBAS,

                              BANK OF AMERICA, N.A.

                      THE BANK OF TOKYO - MITSUBISHI, LTD.,

                                 CHICAGO BRANCH

                         HARRIS TRUST AND SAVINGS BANK,
                       LA SALLE BANK, NATIONAL ASSOCIATION

                                       and

                                UFJ BANK LIMITED,
                               as MANAGING AGENTS

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,
                            as SENIOR MANAGING AGENT


<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>

                                                                                Page

<S>         <C>                                                                 <C>
SECTION 1.  Amount and Terms of Credit............................................1

  1.01      Commitments...........................................................1
  1.02      Minimum Amount of Each Borrowing......................................4
  1.03      Notice of Borrowing...................................................4
  1.04      Disbursement of Funds.................................................5
  1.05      Notes.................................................................6
  1.06      Conversions...........................................................8
  1.07      Pro Rata Borrowings...................................................8
  1.08      Interest..............................................................9
  1.09      Interest Periods for Eurodollar Loans.................................9
  1.10      Increased Costs, Illegality, etc.....................................11
  1.11      Compensation.........................................................12
  1.12      Change of Lending Office.............................................13
  1.13      Replacement of Lenders...............................................13
  1.14      Extension of Term Loan Maturity Date.................................15
  1.15      Incremental Loan Commitments.........................................16

SECTION 2.   Letters of Credit...................................................19

  2.01      Letters of Credit....................................................19
  2.02      Maximum Letter of Credit Outstandings; Final Maturities..............20
  2.03      Letter of Credit Requests; Minimum Stated Amount.....................21
  2.04      Letter of Credit Participations......................................22
  2.05      Agreement to Repay Letter of Credit Drawings.........................24
  2.06      Increased Costs......................................................26
  2.07      Credit-Linked Deposit Account........................................27

SECTION 3.  Commitment Commission; Fees; Reductions of Commitment................28

  3.01      Fees ................................................................28
  3.02      Voluntary Termination of Unutilized Commitments......................29
  3.03      Mandatory Reduction of Commitments...................................30

SECTION 4.  Prepayments; Payments; Taxes.........................................31

  4.01      Voluntary Prepayments................................................31
  4.02      Mandatory Repayments.................................................32
  4.03      Method and Place of Payment..........................................38
  4.04      Net Payments.........................................................38

SECTION 5.  Conditions Precedent to Credit Events on the Initial
            Borrowing Date.......................................................40
  5.01      Effective Date; Notes................................................40
  5.02      Officer's Certificate................................................40
  5.03      Opinions of Counsel..................................................40
  5.04      Corporate Documents; Proceedings; etc................................40
</Table>

                                      -i-

<PAGE>


<Table>

<S>         <C>                                                                 <C>
  5.05      Refinancing, etc.....................................................41
  5.06      Existing Cash........................................................42
  5.07      Yellow Receivables Facility Amendment................................42
  5.08      Consummation of the Merger...........................................42
  5.09      Cash Sufficient to Close.............................................42
  5.10      Adverse Change, Approvals............................................42
  5.11      Litigation...........................................................42
  5.12      Pledge Agreement.....................................................43
  5.13      Security Agreement...................................................43
  5.14      Mortgage; Title Insurance; etc.......................................44
  5.15      Subsidiaries Guaranties..............................................44
  5.16      Pro Forma Balance Sheet; Projections.................................44
  5.17      Solvency; Insurance Certificates.....................................45
  5.18      Existing Indebtedness................................................45
  5.19      Fees, etc............................................................45

SECTION 6.  Conditions Precedent to All Credit Events............................45

  6.01      No Default; Representations and Warranties...........................45
  6.02      Notice of Borrowing; Letter of Credit Request........................46
  6.03      No Excess Cash.......................................................46

SECTION 7.  Representations, Warranties and Agreements...........................46

  7.01      Organizational Status................................................47
  7.02      Power and Authority..................................................47
  7.03      No Violation.........................................................47
  7.04      Approvals............................................................47
  7.05      Financial Statements; Financial Condition; Undisclosed
            Liabilities; Projections.............................................48
  7.06      Litigation...........................................................49
  7.07      True and Complete Disclosure.........................................50
  7.08      Use of Proceeds; Margin Regulations..................................50
  7.09      Tax Returns and Payments.............................................50
  7.10      Compliance with ERISA................................................51
  7.11      The Security Documents...............................................52
  7.12      Properties...........................................................53
  7.13      Capitalization.......................................................53
  7.14      Subsidiaries; etc....................................................54
  7.15      Compliance with Statutes, etc........................................54
  7.16      Investment Company Act...............................................54
  7.17      Public Utility Holding Company Act...................................54
  7.18      Environmental Matters................................................54
  7.19      Labor Relations......................................................55
  7.20      Intellectual Property, etc...........................................55
  7.21      Indebtedness.........................................................56
  7.22      Insurance............................................................56
  7.23      Certain Agreements...................................................56
</Table>

                                      -ii-
<PAGE>

<Table>

<S>         <C>                                                                 <C>
SECTION 8.  Affirmative Covenants................................................56

  8.01      Information Covenants................................................56
  8.02      Books, Records and Inspections.......................................59
  8.03      Maintenance of Property; Insurance; Property Inspections.............60
  8.04      Existence; Franchises................................................61
  8.05      Compliance with Statutes, etc........................................61
  8.06      Compliance with Environmental Laws...................................61
  8.07      ERISA................................................................62
  8.08      End of Fiscal Years; Fiscal Quarters.................................64
  8.09      Performance of Obligations...........................................64
  8.10      Payment of Taxes.....................................................64
  8.11      Use of Proceeds......................................................65
  8.12      Additional Security; Further Assurances; etc.........................65
  8.13      Ownership of Subsidiaries; etc.......................................66
  8.14      Permitted Acquisitions...............................................66
  8.15      Permitted Receivables Facility Transaction...........................67

SECTION 9.  Negative Covenants...................................................67

  9.01      Liens................................................................68
  9.02      Consolidation, Merger, Purchase or Sale of Assets, etc...............70
  9.03      Dividends............................................................73
  9.04      Indebtedness.........................................................75
  9.05      Advances, Investments and Loans......................................76
  9.06      Transactions with Affiliates.........................................78
  9.07      Capital Expenditures.................................................79
  9.08      Consolidated Interest Coverage Ratio.................................80
  9.09      Minimum Consolidated Fixed Charge Coverage Ratio.....................80
  9.10      Senior Secured Leverage Ratio........................................80
  9.11      Total Leverage Ratio.................................................80
  9.12      Limitations on Payments of Senior Notes; Modifications of
            Senior Note Documents, Certificate of Incorporation, By-Laws and
            Certain Other Agreements, etc........................................80
  9.13      Limitation on Certain Restrictions on Subsidiaries...................81
  9.14      Business, etc........................................................81
  9.15      Limitation on Creation of Subsidiaries...............................81
  9.16      Limitation on Issuance of Capital Stock..............................82
  9.17      Changes to Legal Names, Organizational Identification Numbers,
            Jurisdiction or Type or Organization.................................83

SECTION 10. Events of Default....................................................83

 10.01      Payments.............................................................83
 10.02      Representations, etc.................................................83
 10.03      Covenants............................................................83
 10.04      Default Under Other Agreements.......................................84
 10.05      Bankruptcy, etc......................................................84
 10.06      ERISA................................................................84
 10.07      Security Documents...................................................85
</Table>

                                     -iii-
<PAGE>

<Table>

<S>         <C>                                                                 <C>
 10.08      Subsidiaries Guaranties..............................................85
 10.09      Judgments............................................................86
 10.10      Permitted Receivables Facility.......................................86
 10.11      Change of Control....................................................86

SECTION 11. Definitions and Accounting Terms.....................................87

 11.01      Defined Terms........................................................87

SECTION 12. The Agents..........................................................122

 12.01      Appointment.........................................................122
 12.02      Nature of Duties....................................................122
 12.03      Lack of Reliance on the Agents......................................122
 12.04      Certain Rights of the Agents........................................123
 12.05      Reliance............................................................123
 12.06      Indemnification.....................................................123
 12.07      The Administrative Agent in its Individual Capacity.................123
 12.08      Holders.............................................................124
 12.09      Resignation by the Administrative Agent.............................124
 12.10      Co-Syndication Agents and Co-Documentation Agents...................125

SECTION 13. Miscellaneous.......................................................125

 13.01      Payment of Expenses, etc............................................125
 13.02      Right of Setoff.....................................................126
 13.03      Notices.............................................................127
 13.04      Benefit of Agreement; Assignments; Participations...................128
 13.05      No Waiver; Remedies Cumulative......................................130
 13.06      Payments Pro Rata...................................................130
 13.07      Calculations; Computations..........................................131
 13.08      GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
            JURY TRIAL..........................................................131
 13.09      Counterparts........................................................132
 13.10      Effectiveness.......................................................132
 13.11      Headings Descriptive................................................132
 13.12      Amendment or Waiver; etc............................................133
 13.13      Survival............................................................135
 13.14      Domicile of Loans...................................................135
 13.15      Register............................................................135
 13.16      Confidentiality.....................................................136
 13.17      Post Closing Actions................................................137
</Table>

                                      -iv-

<PAGE>


                  CREDIT AGREEMENT, dated as of December 11, 2003, among YELLOW
ROADWAY CORPORATION, a corporation organized under the laws of Delaware (the
"Borrower"), the Lenders party hereto from time to time, BANK ONE, N.A. and
SUNTRUST BANK, as co-syndication agents, FLEET NATIONAL BANK and WACHOVIA BANK,
National Association, as co-documentation agents and DEUTSCHE BANK AG, NEW YORK
BRANCH, as administrative agent (in such capacity, the "Administrative Agent").
All capitalized terms used herein and defined in Section 11 are used herein as
therein defined.

                                   WITNESSETH:


                  WHEREAS, subject to and upon the terms and conditions set
forth herein, the Lenders are willing to make available to the Borrower the
credit facilities provided for herein;

                  NOW, THEREFORE, IT IS AGREED:

                  SECTION 1. Amount and Terms of Credit.

                  1.01 Commitments. (a) Subject to and upon the terms and
conditions set forth herein, each Lender with an Initial Term Loan Commitment
severally agrees to make a term loan or term loans (each an "Initial Term Loan"
and, collectively, the "Initial Term Loans") to the Borrower, which Initial Term
Loans (i) shall be incurred pursuant to a single drawing on the Initial
Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as
hereinafter provided, shall, at the option of the Borrower, be incurred and
maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans,
provided that (A) except as otherwise specifically provided in Section 1.10(b),
all Initial Term Loans comprising the same Borrowing shall at all times be of
the same Type, and (B) unless either the Administrative Agent otherwise agrees
in its sole discretion or has determined that the Syndication Date has occurred
(at which time this clause (B) shall no longer be applicable), prior to the 90th
day following the Initial Borrowing Date, Initial Term Loans may only be
incurred and maintained as, and/or converted into, Eurodollar Loans so long as
all such outstanding Eurodollar Loans, together with all outstanding Revolving
Loans that are maintained as Eurodollar Loans, are subject to a single Interest
Period of one month which, in any such case, begins and ends on the same day,
and (iv) shall be made by each such Lender in that aggregate principal amount
which does not exceed the Initial Term Loan Commitment of such Lender on the
Initial Borrowing Date. Once repaid, Initial Term Loans incurred hereunder may
not be reborrowed.

                  (a) Subject to and upon the terms and conditions set forth
herein, each Lender with a Revolving Loan Commitment severally agrees to make,
at any time and from time to time on or after the Initial Borrowing Date and
prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans
(each a "Revolving Loan" and, collectively, the "Revolving Loans") to the
Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall,
at the option of the Borrower, be incurred and maintained as, and/or converted
into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise
specifically provided in Section 1.10(b), all Revolving Loans comprising the
same Borrowing shall at all times be of the same Type, and (B) unless either the
Administrative Agent otherwise agrees in its sole discretion or

<PAGE>


has determined that the Syndication Date has occurred (at which time this clause
(B) shall no longer be applicable), prior to the 90th day following the Initial
Borrowing Date, Revolving Loans may only be incurred and maintained as, and/or
converted into, Eurodollar Loans so long as all such outstanding Eurodollar
Loans, together with all outstanding Term Loans that are maintained as
Eurodollar Loans, are subject to a single Interest Period of one month which, in
any such case, begins and ends on the same day, and (iv) shall not exceed for
any such Lender at any time outstanding that aggregate principal amount which,
when added to the product of (x) such Lender's RL Percentage and (y) the sum of
(I) the aggregate amount of all RL Letter of Credit Outstandings (exclusive of
RL Unpaid Drawings which are repaid with the proceeds of, and simultaneously
with the incurrence of, the respective incurrence of Revolving Loans) at such
time and (II) the aggregate principal amount of all Swingline Loans (exclusive
of Swingline Loans which are repaid with the proceeds of, and simultaneously
with the incurrence of, the respective incurrence of Revolving Loans) then
outstanding, equals the Revolving Loan Commitment of such Lender at such time.

                  (c) Subject to and upon the terms and conditions set forth
herein, the Swingline Lender agrees to make, at any time and from time to time
on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a
revolving loan or revolving loans (each a "Swingline Loan" and, collectively,
the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be
incurred and maintained as Base Rate Loans, (ii) shall be denominated in
Dollars, (iii) may be repaid and reborrowed in accordance with the provisions
hereof, (iv) shall not exceed in aggregate principal amount at any time
outstanding, when combined with the aggregate principal amount of all Revolving
Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and
simultaneously with the incurrence of, the respective incurrence of Swingline
Loans) then outstanding and the aggregate amount of all RL Letter of Credit
Outstandings (exclusive of RL Unpaid Drawings which are repaid with the proceeds
of, and simultaneously with the incurrence of, the respective incurrence of
Swingline Loans) at such time, an amount equal to the Total Revolving Loan
Commitment at such time, and (v) shall not exceed in aggregate principal amount
at any time outstanding the Maximum Swingline Amount. Notwithstanding anything
to the contrary contained in this Section 1.01(c), (i) the Swingline Lender
shall not be obligated to make any Swingline Loans at a time when a Lender
Default has occurred and is continuing with respect to an RL Lender unless the
Swingline Lender has entered into arrangements satisfactory to it and the
Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting
RL Lender's or Defaulting RL Lenders' participation in such Swingline Loans,
including by cash collateralizing such Defaulting Lender's or Defaulting RL
Lenders' RL Percentage of the outstanding Swingline Loans, and (ii) the
Swingline Lender shall not make any Swingline Loan after it has received written
notice from the Borrower, any other Credit Party or the Required Lenders stating
that a Default or an Event of Default has occurred and is continuing until such
time as the Swingline Lender shall have received written notice (A) of
rescission of all such notices from the party or parties originally delivering
such notice or notices or (B) of the waiver of such Default or Event of Default
by the Required Lenders.

                  (d) On any Business Day, the Swingline Lender may, in its sole
discretion, give notice to the RL Lenders that the Swingline Lender's
outstanding Swingline Loans shall be funded with one or more Borrowings of
Revolving Loans (provided that such notice shall be deemed to have been
automatically given upon the occurrence of a Default or an Event of Default
under Section 10.05 or upon the exercise of any of the remedies provided in the
last


                                      -2-
<PAGE>


paragraph of Section 10), in which case one or more Borrowings of Revolving
Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory
Borrowing") shall be made on the immediately succeeding Business Day by all RL
Lenders pro rata based on each such RL Lender's RL Percentage (determined before
giving effect to any termination of the Revolving Loan Commitments pursuant to
Section 10) and the proceeds thereof shall be applied directly by the Swingline
Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each
RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business
Day's notice pursuant to each Mandatory Borrowing in the amount and in the
manner specified in the preceding sentence and on the date specified in writing
by the Swingline Lender notwithstanding (i) the amount of the Mandatory
Borrowing may not comply with the Minimum Borrowing Amount otherwise required
hereunder, (ii) whether any conditions specified in Section 6 are then
satisfied, (iii) whether a Default or an Event of Default has occurred and is
continuing, (iv) the date of such Mandatory Borrowing, and (v) the amount of the
Total Revolving Loan Commitment at such time. In the event that any Mandatory
Borrowing cannot for any reason be made on the date otherwise required above
(including, without limitation, as a result of the commencement of a proceeding
under the Bankruptcy Code with respect to the Borrower), then each RL Lender
hereby agrees that it shall forthwith purchase (as of the date the Mandatory
Borrowing would otherwise have occurred, but adjusted for any payments received
from the Borrower on or after such date and prior to such purchase) from the
Swingline Lender such participations in the outstanding Swingline Loans as shall
be necessary to cause the RL Lenders to share in such Swingline Loans ratably
based upon their respective RL Percentages (determined before giving effect to
any termination of the Revolving Loan Commitments pursuant to Section 10),
provided that (x) all interest payable on the Swingline Loans shall be for the
account of the Swingline Lender until the date as of which the respective
participation is required to be purchased and, to the extent attributable to the
purchased participation, shall be payable to the participant from and after such
date and (y) at the time any purchase of participations pursuant to this
sentence is actually made, the purchasing RL Lender shall be required to pay the
Swingline Lender interest on the principal amount of participation purchased for
each day from and including the day upon which the Mandatory Borrowing would
otherwise have occurred to but excluding the date of payment for such
participation, at the overnight Federal Funds Rate for the first three days and
at the interest rate otherwise applicable to Revolving Loans maintained as Base
Rate Loans hereunder for each day thereafter.

                  (e) Subject to Section 1.15 and the other terms and conditions
set forth herein, each Lender with an Incremental Term Loan Commitment under a
Tranche severally agrees to make a term loan or term loans (each, an
"Incremental Term Loan" and, collectively, the "Incremental Term Loans") to the
Borrower, which Incremental Term Loans: (a) only may be incurred on the
respective Incremental Term Loan Borrowing Date(s) (which date(s), in any event,
shall be the date(s) set forth in the applicable Incremental Commitment
Agreement pursuant to which such Incremental Term Loans are to be made and shall
not be later than the Incremental Commitment Termination Date); (b) shall be
Term Loans under the Tranche specified in the applicable Incremental Commitment
Agreement; (c) except as hereafter provided, shall, at the option of the
Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans
or, unless otherwise provided in the relevant Incremental Commitment Agreement,
Eurodollar Loans, provided that all Incremental Term Loans made as part of the
same Borrowing shall, unless otherwise specifically provided herein, consist of
Incremental Term Loans of the same Type; and (d) shall be made by each such
Lender in that aggregate prin-


                                      -3-
<PAGE>


cipal amount which does not exceed the Incremental Term Loan Commitment of such
Lender under the relevant Tranche on any such Incremental Term Loan Borrowing
Date(s) (before giving effect to the termination thereof on such date pursuant
to Section 3.03(e)). Once repaid, Incremental Term Loans incurred hereunder may
not be reborrowed.

                  1.02 Minimum Amount of Each Borrowing. The aggregate principal
amount of each Borrowing of Loans under a respective Tranche shall not be less
than the Minimum Borrowing Amount applicable to such Tranche. More than one
Borrowing may occur on the same date, but at no time shall there be outstanding
more than ten Borrowings of Eurodollar Loans in the aggregate for all Tranches
of Loans, provided that with the consent of the Administrative Agent, additional
Borrowings of Eurodollar Loans may be permitted in connection with New Tranches
of Incremental Term Loans to the extent provided in the relevant Incremental
Commitment Agreement.

                  1.03 Notice of Borrowing. (a) Whenever the Borrower desires to
incur (x) Eurodollar Loans hereunder, it shall give the Administrative Agent at
the Notice Office at least three Business Days' prior notice of each Eurodollar
Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding
Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), it
shall give the Administrative Agent at the Notice Office at least one Business
Day's prior notice of each Base Rate Loan to be incurred hereunder, provided
that (in each case) any such notice shall be deemed to have been given on a
certain day only if given before 12:00 Noon (New York time) on such day. Each
such notice (each a "Notice of Borrowing"), except as otherwise expressly
provided in Section 1.10, shall be irrevocable and shall be in writing, or by
telephone promptly confirmed in writing, in the form of Exhibit A-1,
appropriately completed to specify: (i) the aggregate principal amount of the
Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing
(which shall be a Business Day), (iii) whether the Loans being incurred pursuant
to such Borrowing shall constitute Initial Term Loans, Revolving Loans or
Incremental Term Loans and (iv) whether the Loans being incurred pursuant to
such Borrowing are to be initially maintained as Base Rate Loans or, to the
extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the
initial Interest Period to be applicable thereto. The Administrative Agent shall
promptly give each Lender which is required to make Loans of the Tranche
specified in the respective Notice of Borrowing, notice of such proposed
Borrowing, of such Lender's proportionate share thereof and of the other matters
required by the immediately preceding sentence to be specified in the Notice of
Borrowing.

                  (b) (i) Whenever the Borrower desires to incur Swingline Loans
hereunder, the Borrower shall give the Swingline Lender no later than 1:00 P.M.
(New York time) on the date that a Swingline Loan is to be incurred, written
notice or telephonic notice promptly confirmed in writing of each Swingline Loan
to be incurred hereunder. Each such notice shall be irrevocable and specify in
each case (A) the date of Borrowing (which shall be a Business Day), and (B) the
aggregate principal amount of the Swingline Loans to be incurred pursuant to
such Borrowing.

                  (ii) Mandatory Borrowings shall be made upon the notice
specified in Section 1.01(d), with the Borrower irrevocably agreeing, by its
incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as
set forth in Section 1.01(d).


                                      -4-
<PAGE>


                  (c) (i) Without in any way limiting the obligation of the
Borrower to confirm in writing any telephonic notice of any Borrowing or
prepayment of Loans, the Administrative Agent or the Swingline Lender, as the
case may be, may act without liability upon the basis of telephonic notice of
such Borrowing or prepayment, as the case may be, believed by the Administrative
Agent or the Swingline Lender, as the case may be, in good faith to be from the
president, the chief executive officer or a Financial Officer, of the Borrower,
or from any other authorized representative of the Borrower designated in
writing by the chief financial officer and the treasurer of the Borrower to the
Administrative Agent as being authorized to give such notices, prior to receipt
of written confirmation. In each such case, the Borrower hereby waives the right
to dispute the Administrative Agent's or Swingline Lender's record of the terms
of such telephonic notice of such Borrowing or prepayment of Loans, as the case
may be, absent manifest error.

                  (ii) Notwithstanding anything to the contrary contained above
in Section 1.03(c)(i), no telephonic notice of any Borrowing which purports to
change the bank account into which the proceeds of such Borrowing are to be
disbursed shall be accepted by the Administrative Agent or the Swingline Lender,
unless and until the Administrative Agent or the Swingline Lender, as
applicable, receives written notice of any such change by the Borrower which
notice is signed by the chief financial officer of the Borrower and either the
treasurer or the controller of the Borrower and delivered on the Borrower's
letterhead by courier or overnight mail (and not by fax).

                  1.04 Disbursement of Funds. No later than 1:00 P.M. (New York
time) on the date specified in each Notice of Borrowing (or (x) in the case of
Swingline Loans, no later than 4:00 P.M. (New York time) on the date specified
pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, no
later than 1:00 P.M. (New York time) on the date specified in Section 1.01(d)),
each Lender with a Commitment of the respective Tranche will make available its
pro rata portion (determined in accordance with Section 1.07) of each such
Borrowing requested to be made on such date (or in the case of Swingline Loans,
the Swingline Lender will make available the full amount thereof). All such
amounts will be made available in Dollars and in immediately available funds at
the Payment Office, and the Administrative Agent will, except in the case of
Revolving Loans made pursuant to a Mandatory Borrowing, make available to the
Borrower by depositing into its account at the Payment Office or as otherwise
directed in accordance with Section 1.03(c)(ii) the aggregate of the amounts so
made available by the Lenders. Unless the Administrative Agent shall have been
notified by any Lender prior to the date of Borrowing that such Lender does not
intend to make available to the Administrative Agent such Lender's portion of
any Borrowing to be made on such date, the Administrative Agent may assume that
such Lender has made such amount available to the Administrative Agent on such
date of Borrowing and the Administrative Agent may (but shall not be obligated
to), in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such corresponding amount is not in fact made available
to the Administrative Agent by such Lender, the Administrative Agent shall be
entitled to recover such corresponding amount on demand from such Lender. If
such Lender does not pay such corresponding amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent shall promptly
notify the Borrower and the Borrower shall immediately pay such corresponding
amount to the Administrative Agent. The Administrative Agent also shall be
entitled to recover on demand from such Lender or the Borrower, as the case may
be, interest on such corresponding amount in


                                      -5-
<PAGE>


respect of each day from the date such corresponding amount was made available
by the Administrative Agent to the Borrower until the date such corresponding
amount is recovered by the Administrative Agent, at a rate per annum equal to
(i) if recovered from such Lender, the overnight Federal Funds Rate for the
first three days and at the interest rate otherwise applicable to such Loans for
each day thereafter, and (ii) if recovered from the Borrower, the rate of
interest applicable to the respective Borrowing, as determined pursuant to
Section 1.08. Nothing in this Section 1.04 shall be deemed to relieve any Lender
from its obligation to make Loans hereunder or to prejudice any rights which the
Borrower may have against any Lender as a result of any failure by such Lender
to make Loans hereunder.

                  1.05 Notes. (a) The Borrower's obligation to pay the principal
of, and interest on, the Loans made by each Lender shall be evidenced in the
Register maintained by the Administrative Agent pursuant to Section 13.15 and
shall, if requested by such Lender, also be evidenced (i) in the case of Initial
Term Loans, by a promissory note duly executed and delivered by the Borrower
substantially in the form of Exhibit B-1, with blanks appropriately completed in
conformity herewith (each an "Initial Term Note" and, collectively, the "Initial
Term Notes"), (ii) in the case of Revolving Loans, by a promissory note duly
executed and delivered by the Borrower substantially in the form of Exhibit B-2,
with blanks appropriately completed in conformity herewith (each a "Revolving
Note" and, collectively, the "Revolving Notes"), (iii) in the case of Swingline
Loans, by a promissory note duly executed and delivered by the Borrower
substantially in the form of Exhibit B-3, with blanks appropriately completed in
conformity herewith (the "Swingline Note") and (iv) in the case of Incremental
Term Loans of a Tranche, by a promissory note duly executed and delivered by the
Borrower substantially in the form of Exhibit B-4, with blanks appropriately
completed in conformity herewith and with the relevant Incremental Commitment
Agreement (each an "Incremental Term Note" and, collectively, the "Incremental
Term Notes").

                  (b) The Initial Term Note issued to each Lender that has an
Initial Term Loan Commitment or outstanding Initial Term Loans shall (i) be
executed by the Borrower, (ii) be payable to such Lender or its registered
assigns and be dated the Initial Borrowing Date (or, if issued after the Initial
Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated
principal amount equal to the Initial Term Loans made by such Lender on the
Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in a
stated principal amount equal to the outstanding Initial Term Loans of such
Lender at such time) and be payable in the outstanding principal amount of
Initial Term Loans evidenced thereby, (iv) mature on the applicable Initial Term
Loan Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided
in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii)
be entitled to the benefits of this Agreement and the other Credit Documents.

                  (c) The Revolving Note issued to each Lender that has a
Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed
by the Borrower, (ii) be payable to such Lender or its registered assigns and be
dated the Initial Borrowing Date (or, if issued after the Initial Borrowing
Date, be dated the date of the issuance thereof), (iii) be in a stated principal
amount equal to the Revolving Loan Commitment of such Lender (or, if issued
after the termination thereof, be in a stated principal amount equal to the
outstanding Revolving Loans


                                      -6-
<PAGE>


of such Lender at such time) and be payable in the outstanding principal amount
of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan
Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided
in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii)
be entitled to the benefits of this Agreement and the other Credit Documents.

                  (d) The Swingline Note issued to the Swingline Lender shall
(i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its
registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated
principal amount equal to the Maximum Swingline Amount and be payable in the
outstanding principal amount of the Swingline Loans evidenced thereby from time
to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided
in the appropriate clause of Section 1.08 in respect of the Base Rate Loans
evidenced thereby, (vi) be subject to voluntary prepayment as provided in
Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

                  (e) The Incremental Term Note issued to each Lender that has
an Incremental Term Loan Commitment or outstanding Incremental Term Loans of a
given Tranche shall (i) be executed by the Borrower, (ii) be payable to such
Lender or its registered assigns and be dated the date of issuance thereof,
(iii) be in a stated principal amount equal to the Incremental Term Loan
Commitment of such Lender under such Tranche (or if issued after the termination
thereof, be in a stated principal amount equal to the outstanding principal
amount of the Incremental Term Loans of such Lender under such Tranche at such
time) and be payable in the outstanding principal amount of Incremental Term
Loans evidenced thereby, (iv) mature on the Term Loan Maturity Date of the such
Tranche, (v) bear interest as provided in the appropriate clause of Section 1.08
in respect of the Base Rate Loans and Eurodollar Loans, as the case may be,
evidenced thereby, (vi) be subject to voluntary prepayment as provided in
Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents. In
connection with the foregoing, it is understood and agreed that (x) any Lender
that has Incremental Term Loans outstanding pursuant to more than one Tranche
shall be entitled, upon its request, to receive an Incremental Term Note with
respect to each Tranche of its outstanding Incremental Term Loans and (y) if any
Lender extends additional Incremental Term Loans pursuant to an existing Tranche
of Incremental Term Loans where such Lender already had outstanding Incremental
Term Loans, such Lender shall be entitled to request a new Incremental Term Loan
for such Tranche reflecting the aggregate principal amount of Incremental Term
Loans of such Lender of such Tranche then outstanding.

                  (f) Each Lender will note on its internal records the amount
of each Loan made by it and each payment in respect thereof and prior to any
transfer of any of its Notes will endorse on the reverse side thereof the
outstanding principal amount of Loans evidenced thereby. Failure to make any
such notation or any error in such notation shall not affect the Borrower's
obligations in respect of such Loans.

                  (g) Notwithstanding anything to the contrary contained above
in this Section 1.05 or elsewhere in this Agreement, Notes shall only be
delivered to Lenders which at any time specifically request the delivery of such
Notes. No failure of any Lender to request or obtain a


                                      -7-
<PAGE>


Note evidencing its Loans to the Borrower shall affect or in any manner impair
the obligations of the Borrower to pay the Loans (and all related Obligations)
incurred by the Borrower which would otherwise be evidenced thereby in
accordance with the requirements of this Agreement, and shall not in any way
affect the security or guaranties therefor provided pursuant to the various
Credit Documents. Any Lender which does not have a Note evidencing its
outstanding Loans shall in no event be required to make the notations otherwise
described in preceding clause (f). At any time when any Lender requests the
delivery of a Note to evidence any of its Loans, the Borrower shall promptly
execute and deliver to the respective Lender, at the Borrower's expense, the
requested Note in the appropriate amount or amounts to evidence such Loans.

                  1.06 Conversions. The Borrower shall have the option to
convert, on any Business Day, all or a portion equal to at least the Minimum
Borrowing Amount of the outstanding principal amount of Loans (other than
Swingline Loans which may not be converted pursuant to this Section 1.06) made
pursuant to one or more Borrowings (so long as of the same Tranche) of one or
more Types of Loans into a Borrowing (of the same Tranche) of another Type of
Loan, provided that (i) except as otherwise provided in Section 1.10(b),
Eurodollar Loans may be converted into Base Rate Loans only on the last day of
an Interest Period applicable to the Loans being converted and no such partial
conversion of Eurodollar Loans shall reduce the outstanding principal amount of
such Eurodollar Loans made pursuant to a single Borrowing to less than the
Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders
otherwise agree, Base Rate Loans may only be converted into Eurodollar Loans if
no Default or Event of Default is in existence on the date of the conversion,
(iii) unless the Administrative Agent otherwise agrees in its sole discretion or
has determined that the Syndication Date has occurred (at which time this clause
(iii) shall no longer be applicable), prior to the 90th day following the
Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans
shall be subject to the provisions of clause (B) of the proviso in each of
Sections 1.01(a)(iii) and 1.01(b)(ii), and (iv) no conversion pursuant to this
Section 1.06 shall result in a greater number of Borrowings of Eurodollar Loans
than is permitted under Section 1.02. Each such conversion shall be effected by
the Borrower by giving the Administrative Agent at the Notice Office prior to
12:00 Noon (New York time) at least three Business Days' prior notice (each a
"Notice of Conversion/Continuation") in the form of Exhibit A-2, appropriately
completed to specify the Loans to be so converted, the Borrowing or Borrowings
pursuant to which such Loans were incurred and, if to be converted into
Eurodollar Loans, the Interest Period to be initially applicable thereto. The
Administrative Agent shall give each Lender prompt notice of any such proposed
conversion affecting any of its Loans. Upon any such conversion, the respective
Borrowings of Loans will be deemed converted into one or more Borrowings of the
Types of Loans requested in the Notice of Conversion/Continuation.

                  1.07 Pro Rata Borrowings. All Borrowings of Initial Term
Loans, Revolving Loans and Incremental Term Loans of a particular Tranche under
this Agreement shall be incurred from the Lenders pro rata on the basis of their
Commitments under such Tranche, provided that all Mandatory Borrowings shall be
incurred from the RL Lenders pro rata on the basis of their RL Percentages. It
is understood that no Lender shall be responsible for any default by any other
Lender of its obligation to make Loans hereunder and that each Lender shall be
obligated to make the Loans provided to be made by it hereunder, regardless of
the failure of any other Lender to make its Loans hereunder.


                                      -8-
<PAGE>


                  1.08 Interest. (a) The Borrower agrees to pay interest in
respect of the unpaid principal amount of each Base Rate Loan from the date of
Borrowing thereof until the earlier of (i) the maturity thereof (whether by
acceleration or otherwise) and (ii) the conversion of such Base Rate Loan to a
Eurodollar Loan pursuant to Section 1.06 or 1.09, as applicable, at a rate per
annum which shall be equal to the sum of the Applicable Margin plus the Base
Rate each as in effect from time to time.

                  (b) The Borrower agrees to pay interest in respect of the
unpaid principal amount of each Eurodollar Loan from the date of Borrowing
thereof until the earlier of (i) the maturity thereof (whether by acceleration
or otherwise) and (ii) the conversion of such Eurodollar Loan to a Base Rate
Loan pursuant to Section 1.06, 1.09 or 1.10, as applicable, at a rate per annum
which shall, during each Interest Period applicable thereto, be equal to the sum
of the Applicable Margin plus the Eurodollar Rate for such Interest Period.

                  (c) Overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan shall, in each case, bear interest at a
rate per annum equal to the greater of (x) the rate which is 2% in excess of the
rate then borne by such Loans and (y) the rate which is 2% in excess of the rate
(other than the rate described in the foregoing clause (x)) otherwise applicable
to Base Rate Loans of the respective Tranche from time to time, and all other
overdue amounts payable hereunder and under any other Credit Document shall bear
interest at a rate per annum equal to the rate which is 2% in excess of the rate
applicable to Revolving Loans that are maintained as Base Rate Loans from time
to time. Interest that accrues under this Section 1.08(c) shall be payable on
demand.

                  (d) Accrued (and theretofore unpaid) interest shall be payable
(i) in respect of each Base Rate Loan, (x) quarterly in arrears on each
Quarterly Payment Date, (y) on the date of any repayment or prepayment in full
of all outstanding Base Rate Loans of any Tranche, and (z) at maturity (whether
by acceleration or otherwise) and, after such maturity, on demand, and (ii) in
respect of each Eurodollar Loan, (x) on the last day of each Interest Period
applicable thereto and, in the case of an Interest Period in excess of three
months, on each date occurring at three month intervals after the first day of
such Interest Period, and (y) on the date of any repayment or prepayment (on the
amount repaid or prepaid), at maturity (whether by acceleration or otherwise)
and, after such maturity, on demand.

                  (e) Upon each Interest Determination Date, the Administrative
Agent shall determine the Eurodollar Rate for each Interest Period applicable to
the respective Eurodollar Loans and shall promptly notify the Borrower and the
Lenders thereof. Each such determination shall, absent manifest error, be
presumed correct and binding on all parties hereto.

                  1.09 Interest Periods for Eurodollar Loans. At the time the
Borrower gives any Notice of Borrowing or Notice of Conversion/Continuation in
respect of the making of, or conversion into, any Eurodollar Loan (in the case
of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New
York time) on the third Business Day prior to the expiration of an Interest
Period applicable to such Eurodollar Loan (in the case of any subsequent
Interest Period), the Borrower shall have the right to elect the Interest Period
applicable to such Eurodollar Loan, which Interest Period shall, at the option
of the Borrower (but otherwise subject


                                      -9-
<PAGE>


to the provisions of clause (B) of the proviso in each of Sections 1.01(a)(iii)
and 1.01(b)(ii)), be a one, two, three or six month period, provided that (in
each case):

                  (i) all Eurodollar Loans comprising a Borrowing shall at all
         times have the same Interest Period;

                  (ii) the initial Interest Period for any Eurodollar Loan shall
         commence on the date of Borrowing of such Eurodollar Loan (including
         the date of any conversion thereto from a Base Rate Loan) and each
         Interest Period occurring thereafter in respect of such Eurodollar Loan
         shall commence on the day on which the next preceding Interest Period
         applicable thereto expires;

                  (iii) if any Interest Period for a Eurodollar Loan begins on a
         day for which there is no numerically corresponding day in the calendar
         month at the end of such Interest Period, such Interest Period shall
         end on the last Business Day of such calendar month;

                  (iv) if any Interest Period for a Eurodollar Loan would
         otherwise expire on a day which is not a Business Day, such Interest
         Period shall expire on the next succeeding Business Day; provided,
         however, that if any Interest Period for a Eurodollar Loan would
         otherwise expire on a day which is not a Business Day but is a day of
         the month after which no further Business Day occurs in such month,
         such Interest Period shall expire on the next preceding Business Day;

                  (v) unless the Required Lenders otherwise agree, no Interest
         Period for any Borrowing of any Tranche of Loans may be selected at any
         time when a Default or an Event of Default is then in existence;

                  (vi) no Interest Period in respect of any Borrowing of any
         Tranche of Loans shall be selected which extends beyond the Maturity
         Date for such Tranche; and

                  (vii) no Interest Period in respect of any Borrowing of Term
         Loans of a given Tranche shall be selected which extends beyond any
         date upon which a mandatory repayment of such Term Loans will be
         required to be made under Section 4.02(c) or (d), as applicable, if the
         aggregate principal amount of such Term Loans which have Interest
         Periods which will expire after such date will be in excess of the
         aggregate principal amount of such Term Loans then outstanding less the
         aggregate amount of such required repayment.

                  The Borrower may elect a new Interest Period to be applicable
to a Borrowing of Eurodollar Loans by delivering a Notice of
Conversion/Continuation prior to 12:00 Noon (New York time) on the third
Business Day prior to the expiration of an Interest Period applicable to such
Eurodollar Loans. If by 12:00 Noon (New York time) on the third Business Day
prior to the expiration of any Interest Period applicable to a Borrowing of
Eurodollar Loans, the Borrower has failed to elect, or is not permitted to
elect, a new Interest Period to be applicable to such Eurodollar Loans as
provided above, the Borrower shall be deemed to have elected to convert such
Eurodollar Loans into Base Rate Loans effective as of the expiration date of
such current Interest Period.


                                      -10-
<PAGE>


                  1.10 Increased Costs, Illegality, etc. (a) In the event that
any Lender shall have determined (which determination shall, absent manifest
error, be presumed correct and binding upon all parties hereto but, with respect
to clause (i) below, may be made only by the Administrative Agent):

                  (i) on any Interest Determination Date that, by reason of any
         changes arising after the date of this Agreement affecting the
         interbank Eurodollar market, adequate and fair means do not exist for
         ascertaining the applicable interest rate on the basis provided for in
         the definition of Eurodollar Rate; or

                  (ii) at any time, that such Lender shall incur increased costs
         or reductions in the amounts received or receivable hereunder with
         respect to any Eurodollar Loan because of (x) any change since the
         Effective Date in any applicable law or governmental rule, regulation,
         order, guideline or request (whether or not having the force of law) or
         in the interpretation or administration thereof and including the
         introduction of any new law or governmental rule, regulation, order,
         guideline or request, such as, but not limited to: (A) a change in the
         basis of taxation of payment to any Lender of the principal of or
         interest on the Loans or the Notes or any other amounts payable
         hereunder (except for changes in the rate of tax on, or determined by
         reference to, the net income or net profits of such Lender pursuant to
         the laws of the jurisdiction in which it is organized or in which its
         principal office or applicable lending office is located or any
         subdivision thereof or therein) or (B) a change in official reserve
         requirements, but, in all events, excluding reserves required under
         Regulation D to the extent included in the computation of the
         Eurodollar Rate and/or (y) other circumstances arising since the
         Effective Date affecting such Lender, the interbank Eurodollar market
         or the position of such Lender in such market; or

                  (iii) at any time, that the making or continuance of any
         Eurodollar Loan has been made (x) unlawful by any law or governmental
         rule, regulation or order, (y) impossible by compliance by any Lender
         in good faith with any governmental request (whether or not having
         force of law) or (z) impracticable as a result of a contingency
         occurring after the Effective Date which materially and adversely
         affects the interbank Eurodollar market;

                  then, and in any such event, such Lender (or the
Administrative Agent, in the case of clause (i) above) shall promptly give
notice (by telephone promptly confirmed in writing) to the Borrower and, except
in the case of clause (i) above, to the Administrative Agent of such
determination (which notice the Administrative Agent shall promptly transmit to
each of the other Lenders). Thereafter (x) in the case of clause (i) above,
Eurodollar Loans shall no longer be available until such time as the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice by the Administrative Agent no longer
exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by
the Borrower with respect to Eurodollar Loans which have not yet been incurred
(including by way of conversion) shall be deemed rescinded by the Borrower, (y)
in the case of clause (ii) above, the Borrower agrees to pay to such Lender,
upon such Lender's written request therefor, such additional amounts (in the
form of an increased rate of, or a different method of calculating, interest or
otherwise as such Lender in its sole discretion shall determine) as shall be
required to


                                      -11-
<PAGE>


compensate such Lender for such increased costs or reductions in amounts
received or receivable hereunder (a written notice as to the additional amounts
owed to such Lender, showing in reasonable detail the basis for the calculation
thereof, submitted to the Borrower by such Lender shall, absent manifest error,
be presumed correct and binding on all the parties hereto) and (z) in the case
of clause (iii) above, the Borrower shall take one of the actions specified in
Section 1.10(b) as promptly as possible and, in any event, within the time
period required by law.

                  (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii), the Borrower may, and in the
case of a Eurodollar Loan affected by the circumstances described in Section
1.10(a)(iii), the Borrower shall, either (x) if the affected Eurodollar Loan is
then being made initially or pursuant to a conversion, cancel such Borrowing by
giving the Administrative Agent telephonic notice (confirmed in writing) on the
same date that the Borrower was notified by the affected Lender or the
Administrative Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if the
affected Eurodollar Loan is then outstanding, upon at least three Business Days'
written notice to the Administrative Agent, require the affected Lender to
convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than
one Lender is affected at any time, then all affected Lenders must be treated
the same pursuant to this Section 1.10(b).

                  (c) If any Lender determines that after the Effective Date the
introduction of or any change in any applicable law or governmental rule,
regulation, order, guideline, directive or request (whether or not having the
force of law) concerning capital adequacy, or any change in interpretation or
administration thereof by the NAIC or any governmental authority, central bank
or comparable agency, will have the effect of increasing the amount of capital
required or expected to be maintained by such Lender or any corporation
controlling such Lender based on the existence of such Lender's Commitments
hereunder or its obligations hereunder, then the Borrower agrees to pay to such
Lender, upon its written demand therefor, such additional amounts as shall be
required to compensate such Lender or such other corporation for the increased
cost to such Lender or such other corporation or the reduction in the rate of
return to such Lender or such other corporation as a result of such increase of
capital. In determining such additional amounts, each Lender will act reasonably
and in good faith and will use averaging and attribution methods which are
reasonable, provided that such Lender's determination of compensation owing
under this Section 1.10(c) shall, absent manifest error, be presumed correct and
binding on all the parties hereto. Each Lender, upon determining that any
additional amounts will be payable pursuant to this Section 1.10(c), will give
prompt written notice thereof to the Borrower, which notice shall show in
reasonable detail the basis for calculation of such additional amounts.

                  1.11 Compensation. (a) The Borrower agrees to compensate each
Lender, upon its written request (which request shall set forth in reasonable
detail the basis for requesting such compensation), for all losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Lender to fund its Eurodollar Loans but excluding loss of
anticipated profits) which such Lender may sustain: (i) if for any reason (other
than a default by such Lender or the Administrative Agent) a Borrowing of, or
conversion from or into, Eurodollar Loans does not occur on a date specified
therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether
or not withdrawn by the Borrower or deemed withdrawn


                                      -12-
<PAGE>


pursuant to Section 1.10(a)); (ii) if any prepayment or repayment (including any
prepayment or repayment made pursuant to Section 4.01, Section 4.02 or as a
result of an acceleration of the Loans pursuant to Section 10) or conversion of
any of its Eurodollar Loans occurs on a date which is not the last day of an
Interest Period with respect thereto; (iii) if any prepayment of any of its
Eurodollar Loans is not made on any date specified in a notice of prepayment
given by the Borrower; or (iv) as a consequence of (x) any other default by the
Borrower to repay Eurodollar Loans when required by the terms of this Agreement
or any Note held by such Lender or (y) any election made pursuant to Section
1.10(b).

                  (b) The Borrower agrees to compensate the Administrative
Agent, upon its written request (which request shall set forth in reasonable
detail the basis for requesting such compensation), for all losses, expenses and
liabilities incurred by it in connection with (i) any withdrawals from the
Credit-Linked Deposit Account pursuant to the terms of this Agreement prior to
the end of the applicable Scheduled Investment Termination Date for the
Credit-Linked Deposits and (ii) the termination of the Total Credit-Linked
Commitment (and the related termination of the investment of the funds held in
the Credit-Linked Deposit Account) prior to the end of any applicable Scheduled
Investment Termination Date for the Credit-Linked Deposits.

                  (c) The Borrower agrees to compensate each CL Lender, upon its
written request (which request shall set forth in reasonable detail the basis
for requesting such compensation), for all losses, expenses and liabilities
incurred by it in connection with the return to it of its Credit-Linked Deposit
at any time other than the last day of an Interest Period applicable thereto.

                  (d) Any Lender's or the Administrative Agent's determination
of compensation owing to it under this Section 1.11 shall, absent manifest
error, be presumed correct and binding on all the parties hereto.

                  1.12 Change of Lending Office. Each Lender agrees that on the
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to such
Lender, it will, if requested by the Borrower, use reasonable efforts (subject
to overall policy considerations of such Lender) to designate another lending
office for any Loans or Letters of Credit affected by such event, provided that
such designation is made on such terms that such Lender and its lending office
suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of such
Section. Nothing in this Section 1.12 shall affect or postpone any of the
obligations or rights of the Borrower or the right of any Lender provided in
Sections 1.10, 1.13, 2.06 and 4.04.

                  1.13 Replacement of Lenders. (x) If any Lender becomes a
Defaulting Lender or otherwise defaults in its obligations to make Loans, (y)
upon the occurrence of an event giving rise to the operation of Section
1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect
to any Lender which results in such Lender charging to the Borrower increased
costs or other amounts in excess of those being generally charged by the other
Lenders or (z) in the case of a refusal by a Lender to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Lenders


                                      -13-
<PAGE>


as (and to the extent) provided in Section 13.12(b), the Borrower shall have the
right, if no Default or Event of Default has occurred and is continuing (or, in
the case of preceding clause (z), will exist immediately after giving effect to
such replacement), either (A) to replace such Lender with one or more other
Eligible Transferees, none of whom shall constitute a Defaulting Lender at the
time of such replacement (collectively, the "Replacement Lender") and each of
whom shall be reasonably acceptable to the Administrative Agent or (B) to
replace only (a) the Revolving Loan Commitment (and outstandings pursuant
thereto) of the Replaced Lender and/or the Credit-Linked Commitment of the
Replaced Lender with an identical Revolving Loan Commitment and/or Credit-Linked
Commitment provided by the Replacement Lender or (b) in the case of a
replacement as provided in Section 13.12(b) where the consent of the respective
Lender is required with respect to less than all Tranches of its Loans or
Commitments, the Commitments and/or outstanding Loans of such Lender in respect
of each Tranche where the consent of such Lender would otherwise be individually
required, with identical Commitments and/or Loans of the respective Tranche
provided by the Replacement Lender (each such Lender which is replaced by a
Replacement Lender or whose Commitment (or any portion thereof) or Loans (or any
portion thereof) is replaced (either pursuant to preceding clause (A) or (B)) is
referred to herein as a "Replaced Lender"); provided that:

                  (i) at the time of any replacement pursuant to this Section
         1.13, the Replaced Lender and the Replacement Lender shall enter into
         one or more Assignment and Assumption Agreements pursuant to Section
         13.04(b) (and with all fees payable pursuant to said Section 13.04(b)
         to be paid by the Replacement Lender and/or the Replaced Lender (as may
         be agreed to at such time by and among the Borrower, the Replacement
         Lender and the Replaced Lender)) pursuant to which the Replacement
         Lender shall acquire (A) all of the Commitments and outstanding Loans
         of, and in each case participations in Letters of Credit by, the
         Replaced Lender or (B) in the case of the replacement of only (a) the
         Revolving Loan Commitment, the Revolving Loan Commitment and
         outstanding Revolving Loans and participations in RL Letter of Credit
         Outstandings of the Replaced Lender, (b) the Credit-Linked Commitment,
         participations in CL Letter of Credit Outstandings of the Replaced
         Lender, and (c) Term Loans, the outstanding Term Loans of the relevant
         Tranche of the Replaced Lender and, in connection with (x) an
         acquisition pursuant to preceding sub-clause (A), the Replacement
         Lender shall pay to (I) the Replaced Lender in respect thereof an
         amount equal to the sum of (1) an amount equal to the aggregate
         principal of, and all accrued and unpaid interest on, all outstanding
         Loans of the Replaced Lender, (2) an amount equal to all Unpaid
         Drawings that have been funded by (and not reimbursed to) such Replaced
         Lender, together with all then accrued and unpaid interest with respect
         thereto at such time, and (3) an amount equal to all accrued, but
         theretofore unpaid, Fees owing to the Replaced Lender pursuant to
         Section 3.01, (II) each Issuing Lender in respect thereof an amount
         equal to such Replaced Lender's RL Percentage and/or CL Percentage, as
         the case may be, of any Unpaid Drawing (which at such time remains an
         Unpaid Drawing) to the extent such amount was not theretofore funded by
         such Replaced Lender to such Issuing Lender and (III) the Swingline
         Lender in respect thereof an amount equal to such Replaced Lender's RL
         Percentage of any Mandatory Borrowing to the extent such amount was not
         theretofore funded by such Replaced Lender to the Swingline Lender or
         (y) an acquisition pursuant to preceding sub-clause (B) where less than
         all Tranches are being acquired, the Replacement Lender shall pay to
         (I) the Replaced Lender in respect


                                      -14-
<PAGE>


         thereof an amount equal to the sum of (1) an amount equal to the
         aggregate principal of, and all accrued and unpaid interest on, all
         outstanding Loans of the Replaced Lender of the affected Tranche or
         Tranches, (2) in the case of the replacement of the Revolving Loan
         Commitment and/or Credit-Linked Commitment of the Replaced Lender, an
         amount equal to all RL Unpaid Drawings and/or CL Unpaid Drawings, as
         the case may be, that have been funded by (and not reimbursed to) such
         Replaced Lender, together with all then accrued and unpaid interest
         with respect thereto at such time, and (3) an amount equal to all
         accrued, but theretofore unpaid, Fees owing to the Replaced Lender
         pursuant to Section 3.01 with respect to the affected Tranche or
         Tranches, (II) in the case of the replacement of the Revolving Loan
         Commitment and/or Credit-Linked Commitment, each Issuing Lender in
         respect thereof an amount equal to such Replaced Lender's RL Percentage
         and/or CL Percentage, as the case may be, of any Unpaid Drawing (which
         at such time remains an Unpaid Drawing) to the extent such amount was
         not theretofore funded by such Replaced Lender to such Issuing Lender
         and (III) in the case of the replacement of the Revolving Loan
         Commitment, the Swingline Lender in respect thereof an amount equal to
         such Replaced Lender's RL Percentage of any Mandatory Borrowing to the
         extent such amount was not theretofore funded by such Replaced Lender
         to the Swingline Lender; and

                  (ii) all obligations of the Borrower due and owing to the
         Replaced Lender at such time (other than those specifically described
         in clause (i) above in respect of which the assignment purchase price
         has been, or is concurrently being, paid) shall be paid in full to such
         Replaced Lender concurrently with such replacement.

                  Upon the execution of the respective Assignment and Assumption
Agreement, the payment of amounts referred to in clauses (i) and (ii) above and,
if so requested by the Replacement Lender, delivery to the Replacement Lender of
the appropriate Note or Notes executed by the Borrower, the Replacement Lender
shall become a Lender hereunder and the Replaced Lender shall cease to
constitute a Lender hereunder, except (i) with respect to indemnification
provisions under this Agreement (including, without limitation, the
indemnification provisions of Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01),
which shall survive as to such Replaced Lender and (ii) in the case of a Lender
which is an Issuing Lender, with respect to the provisions in Sections 2.04 and
2.05 relating to the reimbursement of and participations in Letters of Credit,
such Lender shall remain an Issuing Lender hereunder. Without the consent of the
Administrative Agent, the Credit-Linked Deposit funded by any CL Lender shall
not be released in connection with any assignment of its Credit-Linked
Commitment, but shall instead be purchased by the relevant assignee and continue
to be held for application (if not already applied) pursuant to Section 2.04(c)
in respect of such assignee's obligations under the Credit-Linked Commitment
assigned to it.

                  1.14 Extension of Term Loan Maturity Date. The Borrower may at
any time after the consummation of a Permitted Roadway Bond Refinancing, but in
any event not more than 60 days after such consummation nor less 60 days prior
to the Term Loan Maturity Date of the Initial Term Loan Tranche then in effect
(such date, the "Extension Deadline"), by written notice to the Administrative
Agent (which notice the Administrative Agent shall promptly transmit to each
Lender), request that such Term Loan Maturity Date then in effect be extended to
the seventh anniversary of the Initial Borrowing Date. Such request shall be
accompanied by


                                      -15-
<PAGE>


a certificate of an Authorized Officer of the Borrower stating that no Default
or Event of Default has occurred and is continuing. In the event the Borrower
has requested the extension of the Term Loan Maturity Date of the Initial Term
Loan Tranche in accordance with this Section 1.14, on such Extension Deadline,
the Term Loan Maturity Date of such Tranche shall be automatically extended to
the seventh anniversary of the Initial Borrowing Date. The Administrative Agent
shall notify the Borrower and each Lender as to the effectiveness of any such
extension. Only one extension of the Term Loan Maturity Date of the Initial Term
Loan Tranche shall be permitted pursuant to this Section 1.14.

                  1.15 Incremental Loan Commitments. (a) So long as no Default
or Event of Default has occurred and is continuing or would result therefrom,
the Borrower shall, in consultation with the Administrative Agent, have the
right to request on one or more occasions on and after the Effective Date and
prior to the Incremental Commitment Termination Date that one or more Lenders
(and/or one or more other Persons identified by the Borrower in consultation
with the Administrative Agent which are Eligible Transferees and which will
become Lenders in accordance with this Agreement) provide Incremental
Commitments and, subject to the terms and conditions contained in this
Agreement, make Incremental Term Loans pursuant thereto or increase its
Credit-Linked Commitment or Revolving Loan Commitment, as the case may be, it
being understood and agreed, however, that

                  (i) no Lender shall be obligated to provide an Incremental
         Commitment as a result of any such request by the Borrower, and until
         such time, if any, as such Lender has agreed in its sole discretion to
         provide an Incremental Commitment and executed and delivered to the
         Administrative Agent an Incremental Commitment Agreement as provided in
         clause (b) of this Section 1.15, such Lender shall not be obligated to
         fund any Incremental Term Loans or increase its Credit-Linked
         Commitment or Revolving Loan Commitment;

                  (ii) any Lender (including any Eligible Transferee who will
         become a Lender) may so provide an Incremental Commitment without the
         consent of any other Lender;

                  (iii) each provision of Incremental Commitments pursuant to
         this Section 1.15 on a given date (other than Incremental Commitments
         with respect to Refinancing Term Loans) shall be in a minimum aggregate
         amount (for all Lenders (including Eligible Transferees who will become
         Lenders)) (x) with respect to Incremental Commitments which increase
         the Revolving Loan Commitment, of at least $10,000,000 and (y) with
         respect to other Incremental Commitments, of at least $50,000,000;

                  (iv) the aggregate amount of all Incremental Commitments
         (other than Incremental Commitments with respect to Refinancing Term
         Loans) permitted to be provided pursuant to this Section 1.15 shall not
         exceed (x) with respect to Incremental Commitments which increase the
         Revolving Loan Commitment, $50,000,000 and (y) with respect to other
         Incremental Commitments, $150,000,000;

                  (v) the upfront fees (if any) payable in respect of the
         relevant Incremental Commitments, under a New Tranche shall be as set
         forth in the relevant Incremental Commitment Agreement and shall be
         payable at the time set forth therein;


                                      -16-
<PAGE>


                  (vi) if Incremental Term Loans incurred pursuant to an
         Incremental Commitment are under a New Tranche, the Applicable Margin
         for such New Tranche of Incremental Term Loans, the Term Loan Maturity
         Date for such New Tranche and the Scheduled Repayments for such New
         Tranche and the other terms of such New Tranche shall be set forth in
         the related Incremental Commitment Agreement and shall be satisfactory
         in all respects to the Administrative Agent;

                  (vii) the relevant Incremental Commitment Agreement shall
         specifically set forth the Tranche of the Incremental Commitments being
         provided thereunder (which, in the case of a Term Loan Tranche, may be
         an existing Term Loan Tranche (including, without limitation, the
         Initial Term Loan Tranche);

                  (viii) each Lender agreeing to provide an Incremental
         Commitment under a Term Loan Tranche, shall make Incremental Term Loans
         under the Term Loan Tranche specified in the relevant Incremental
         Commitment Agreement pursuant to Section 1.01(e) and such Loans shall
         thereafter be deemed to be Incremental Term Loans under the relevant
         Term Loan Tranche for all purposes of this Agreement and the other
         Credit Documents;

                  (ix) the Credit-Linked Commitment of each Lender agreeing to
         provide an Incremental Commitment under the CL Letter of Credit Tranche
         shall be increased by the amount of such Incremental Commitment
         specified in the relevant Incremental Commitment Agreement effective on
         the relevant Incremental Commitment Effective Date and on such date
         such Lender shall pay to the Administrative Agent such Lender's
         incremental Credit-Linked Deposit pursuant to Section 2.07(b), such
         incremental Credit-Linked Deposit to be in an amount equal to such
         increase;

                  (x) the Revolving Loan Commitment of each Lender agreeing to
         provide an Incremental Commitment under the Revolving Loan Tranche
         shall be increased by the amount of such Incremental Commitment
         specified in the relevant Incremental Commitment Agreement effective on
         the relevant Incremental Commitment Effective Date;

                  (xi) on each Incremental Commitment Effective Date, the
         Administrative Agent shall have received an officer's certificate from
         the chief financial officer of the Borrower in form and substance
         reasonably satisfactory to the Administrative Agent, which certificate
         shall (I) in the event of the incurrence of Incremental Term Loans in
         connection with a Permitted Roadway Bond Refinancing or any increase in
         the Revolving Loan Commitment, certify that the Total Leverage Ratio of
         the Borrower is less than 2:00:1.00 on a Pro Forma Basis after giving
         effect to the incurrence of the Incremental Term Loans to be incurred
         and the application of proceeds therefrom, (II) in all cases, certify
         that the Borrower is in compliance with Sections 9.08 through 9.11 on a
         Pro Forma Basis after giving effect to the incurrence of the
         Incremental Term Loans to be incurred and the application of proceeds
         therefrom or the increase in Credit-Linked Commitment or Revolving Loan
         Commitment, as the case may be, and (III) be accompanied by financial
         calculations in form and substance reasonably satisfactory to the
         Administrative Agent establishing compliance with clauses (I) and (II)
         above; and


                                      -17-
<PAGE>


                  (xii) all actions taken by the Borrower pursuant to this
         Section 1.15 shall be done in coordination with the Administrative
         Agent.

                  (b) At the time of any provision of Incremental Commitments
pursuant to this Section 1.15,

                  (i) the Borrower, the Administrative Agent and each such
         Lender or other Eligible Transferee (each, an "Incremental Lender")
         which agrees to provide an Incremental Commitment shall execute and
         deliver to the Administrative Agent an Incremental Commitment Agreement
         substantially in the form of Exhibit O (appropriately completed), with
         the effectiveness of such Incremental Lender's Incremental Commitment
         to occur upon delivery of such Incremental Commitment Agreement to the
         Administrative Agent and the payment of any fees (including, without
         limitation, any fees payable pursuant to clause (ii) below) required in
         connection therewith;

                  (ii) unless waived by the Administrative Agent, the
         Administrative Agent shall receive from the Borrower (or, to the extent
         agreed to by the Borrower and the respective Incremental Lender, from
         the respective Incremental Lender) the payment of a non-refundable fee
         of $3,500 for each Eligible Transferee which becomes a Lender pursuant
         to this Section 1.15;

                  (iii) the Borrower and its Subsidiaries shall have delivered
         such amendments, modifications and/or supplements to the Security
         Documents as are necessary or in the reasonable opinion of the
         Administrative Agent, desirable to insure that the additional
         Obligations to be incurred pursuant to the Incremental Commitments are
         secured by, and entitled to the benefits of, the Security Documents;

                  (iv) the Administrative Agent shall have received evidence
         satisfactory to it that the additional Obligations to be incurred
         pursuant to the Incremental Commitments are permitted by the terms of
         the outstanding Indebtedness of the Borrower and its Subsidiaries
         including, without limitation, the Senior Notes and any Indebtedness
         incurred pursuant to a Permitted Roadway Bond Refinancing; and

                  (v) the Borrower shall deliver to the Administrative Agent an
         opinion or opinions, in form and substance reasonably satisfactory to
         the Administrative Agent, from counsel to the Borrower reasonably
         satisfactory to the Administrative Agent and dated such date, covering
         such of the matters set forth in the opinions of counsel delivered to
         the Administrative Agent on the Initial Borrowing Date pursuant to
         Section 5.03 as may be reasonably requested by the Administrative
         Agent, and such other matters as the Administrative Agent may
         reasonably request.

                  The Administrative Agent shall promptly notify each Lender as
to the effectiveness of each Incremental Commitment Agreement, and (i) at such
time Schedule 1.01 shall be deemed modified to reflect the Incremental
Commitments of such Incremental Lenders under the relevant Tranche or Tranches
and (ii) to the extent requested by such Incremental Lenders, the appropriate
Notes will be issued, at the Borrower's expense, to such Incremental Lenders, to
be in conformity with the requirements of Section 1.05 (with appropriate
modifications) to the


                                      -18-
<PAGE>


extent needed to reflect the Incremental Term Loans made by such Incremental
Lenders or the increased Revolving Loan Commitment of such Incremental Lender,
as the case may be.

                  (c) In connection with each incurrence of Incremental Term
Loans pursuant to Section 1.01(e) under an existing Tranche, the Lenders and the
Borrower hereby agree that, notwithstanding anything to the contrary contained
in this Agreement, the Borrower and the Administrative Agent may take all such
actions as may be necessary to ensure that all Lenders with outstanding Term
Loans under the relevant Tranche continue to participate in each Borrowing of
outstanding Term Loans under such Tranche (after giving effect to the incurrence
of Incremental Term Loans pursuant to Section 1.01(e)) on a pro rata basis,
including by adding the Incremental Term Loans to be so incurred to the then
outstanding Borrowings of Term Loans on a pro rata basis even though as a result
thereof such new Incremental Term Loan (to the extent required to be maintained
as Eurodollar Loans), may effectively have a shorter Interest Period than the
then outstanding Borrowings of Term Loans under such Tranche and it is hereby
agreed that (x) to the extent any then outstanding Borrowings of Term Loans that
are maintained as Eurodollar Loans are affected as a result thereof, any costs
of the type described in Section 1.11 incurred by such Lenders in connection
therewith shall be for the account of the Borrower or (y) to the extent the
Incremental Term Loans to be so incurred are added to the then outstanding
Borrowings of Term Loans which are maintained as Eurodollar Loans, the Lenders
that have made such additional Incremental Term Loans shall be entitled to
receive an effective interest rate on such additional Incremental Term Loans as
is equal to the Eurodollar Rate as in effect two Business Days prior to the
incurrence of such additional Incremental Term Loans plus the then Applicable
Margin for such Tranche of Term Loans until the end of the respective Interest
Period or Interest Periods with respect thereto.

                  (d) On the effective date of any increase in the Revolving
Loan Commitments pursuant to this Section 1.15, the Borrower shall, in
coordination with the Administrative Agent, repay outstanding Revolving Loans of
certain of the Lenders with a Revolving Loan Commitment, and incur additional
Revolving Loans from certain other Lenders with a Revolving Loan Commitment, in
each case to the extent necessary so that all of the Lenders participate in each
outstanding Borrowing of Revolving Loans pro rata on the basis of their
respective Revolving Loan Commitments (after giving effect to any increase in
the Total Revolving Loan Commitment pursuant to this Section 1.15) and with the
Borrower being obligated to pay to the respective Lenders the costs of the type
referred to in Section 1.11 in connection with any such repayment and/or
Borrowing.

                  SECTION 2. Letters of Credit.

                  2.01 Letters of Credit. (a) Subject to and upon the terms and
conditions set forth herein, the Borrower may request that an Issuing Lender
issue, at any time and from time to time on and after the Initial Borrowing Date
and prior to the 30th day prior to the Revolving Loan Maturity Date, for the
account of the Borrower and for the benefit of (x) any holder (or any trustee,
agent or other similar representative for any such holders) of L/C Supportable
Obligations of the Borrower or its Subsidiaries, an irrevocable standby letter
of credit, in a form customarily used by such Issuing Lender or in such


                                      -19-
<PAGE>


other form as is reasonably acceptable to such Issuing Lender, and (y) sellers
of goods to the Borrower or any of its Subsidiaries, an irrevocable trade letter
of credit, in a form customarily used by such Issuing Lender or in such other
form as has been approved by such Issuing Lender (each such letter of credit, a
"Letter of Credit" and, collectively, the "Letters of Credit"). All Letters of
Credit shall be denominated in Dollars and shall be issued on a sight basis
only. It is acknowledged and agreed that (i) certain of the letters of credit
which were issued under the Existing Roadway Credit Agreement and the Existing
Yellow Credit Agreement prior to the Initial Borrowing Date and, in each case
which remain outstanding on the Initial Borrowing Date and are set forth on
Schedule 2.01(a) (each such letter of credit, a "Rolled-In Letter of Credit"
and, collectively, the "Rolled-In Letters of Credit") shall, from and after the
Initial Borrowing Date, constitute a Letter of Credit issued for the account of
the Borrower (regardless of whether originally issued for the account of a
Subsidiary of the Borrower) for all purposes of this Agreement and shall, for
purposes of Section 2.04 and Sections 3.01(b) and (d), be deemed issued on the
Initial Borrowing Date. The stated amount of each (i) Rolled-In Letter of Credit
and (ii) Backstopped Letter of Credit and the expiry date therefor is set forth
on Schedule 2.01(a). The Rolled-In Letters of Credit shall constitute CL Letters
of Credit or RL Letters of Credit as specified in Schedule 2.01(a).

                  (b) Subject to and upon the terms and conditions set forth
herein, each Issuing Lender agrees that it will, at any time and from time to
time on and after the Initial Borrowing Date and prior to the 30th day prior to
the Revolving Loan Maturity Date, following its receipt of the respective Letter
of Credit Request, issue for account of the Borrower, one or more Letters of
Credit as are permitted to remain outstanding hereunder without giving rise to a
Default or an Event of Default, provided that no Issuing Lender shall be under
any obligation to issue any Letter of Credit of the types described above if at
the time of such issuance:

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

                  (ii) such Issuing Lender shall have received from the
         Borrower, any other Credit Party or the Required Lenders prior to the
         issuance of such Letter of Credit notice of the type described in the
         second sentence of Section 2.03(b).

                  2.02 Maximum Letter of Credit Outstandings; Final Maturities.
Notwithstanding anything to the contrary contained in this Agreement, (i) no RL
Letter of Credit shall be issued the Stated Amount of which, when added to the
RL Letter of Credit Outstandings (exclusive of RL Unpaid Drawings which are
repaid on the date of, and prior to the issuance of, the respective RL Letter of
Credit) at such time would exceed either (x) $175,000,000 or (y) when added to
the sum of (I) the aggregate principal amount of all Revolving Loans then
outstanding and (II) the aggregate principal amount of all Swingline Loans then
outstanding, an amount


                                      -20-
<PAGE>


equal to the Total Revolving Loan Commitment at such time, (ii) no CL Letter of
Credit shall be issued the Stated Amount of which, when added to the CL Letter
of Credit Outstandings (exclusive of CL Unpaid Drawings which are repaid on the
date of, and prior to the issuance of, the respective CL Letter of Credit) would
exceed either (x) the Total Credit-Linked Commitment at such time or (y) the
aggregate amount of the Credit-Linked Deposits in the Credit-Linked Deposit
Account at such time, and (iii) no RL Letter of Credit shall be issued unless
the CL Letter of Credit Outstandings equals the Total Credit-Linked Commitment
as then in effect and (iv) each Letter of Credit shall by its terms terminate
(x) in the case of standby Letters of Credit, on or before the earlier of (A)
the date which occurs 12 months after the date of the issuance thereof (although
any such standby Letter of Credit shall be extendible for successive periods of
up to 12 months, but, in each case, not beyond the fifth Business Day prior to
the Revolving Loan Maturity Date, on terms acceptable to the respective Issuing
Lender) and (B) five Business Days prior to the Revolving Loan Maturity Date,
and (y) in the case of trade Letters of Credit, on or before the earlier of (A)
the date which occurs 180 days after the date of issuance thereof and (B) 30
days prior to the Revolving Loan Maturity Date.

                  2.03 Letter of Credit Requests; Minimum Stated Amount. (a)
Whenever the Borrower desires that a Letter of Credit be issued for its account,
the Borrower shall give the Administrative Agent and the respective Issuing
Lender at least five Business Days' (or such shorter period as is acceptable to
such Issuing Lender) written notice thereof (including by way of facsimile).
Each notice shall be in the form of Exhibit C, appropriately completed (each a
"Letter of Credit Request") to specify: (i) the name of the respective Issuing
Lender thereof; (ii) whether such Letter of Credit is to be a CL Letter of
Credit or, to the extent permitted hereunder, an RL Letter of Credit; (iii)
whether such Letter of Credit is to be a stand-by or trade Letter of Credit;
(iv) the date of issuance of such Letter of Credit (which shall be a Business
Day); (v) the initial Stated Amount of such Letter of Credit; (vi) the
beneficiary of such Letter of Credit and the obligations to be supported by such
Letter of Credit; and (vii) the stated expiration date of such Letter of Credit.

                  (b) The making of each Letter of Credit Request shall be
deemed to be a representation and warranty by the Borrower to the Lenders that
such Letter of Credit may be issued in accordance with, and will not violate the
requirements of, Section 2.02. Unless the respective Issuing Lender has received
notice from the Borrower, any other Credit Party or the Required Lenders before
it issues a Letter of Credit that one or more of the conditions specified in
Section 5 or 6 are not then satisfied, or that the issuance of such Letter of
Credit would violate Section 2.02, then such Issuing Lender shall, subject to
the terms and conditions of this Agreement, issue the requested Letter of Credit
for the account of the Borrower in accordance with such Issuing Lender's usual
and customary practices. Upon the issuance of or modification or amendment to
any standby Letter of Credit, each Issuing Lender shall promptly notify the
Borrower and the Administrative Agent, in writing of such issuance, modification
or amendment and such notice shall be accompanied by a copy of such Letter of
Credit or the respective modification or amendment thereto, as the case may be.
Promptly after receipt of such notice the Administrative Agent shall notify the
Participants, in writing, of such issuance, modification or amendment.

                  (c) In the event that an RL Letter of Credit is outstanding at
a time when the Borrower has the availability to issue a new CL Letter of Credit
in accordance with the terms of


                                      -21-
<PAGE>


this Agreement, the Borrower shall have the right, upon written notice to the
Administrative Agent and the respective Issuing Lender, to re-designate one or
more RL Letters of Credit as a CL Letter of Credit in each case so long as (i)
each such CL Letter of Credit may otherwise be issued in accordance with, and
will not violate the requirements of Section 2.02, (ii) the Borrower certifies
in writing to the Administrative Agent and the respective Issuing Lender that
(x) no Default or Event of Default then exists or would result therefrom and (y)
all of the representations and warranties contained herein and in the other
Credit Documents are true and correct in all material respects with the same
effect as though such representations and warranties had been made on the date
of such re-designation (it being understood and agreed that any representation
or warranty which by its terms is made as of a specified date shall be required
to be true and correct in all material respects only as of such specified date)
and (iii) neither the Administrative Agent nor the respective Issuing Lender has
received a written notice from the Borrower, any other Credit Party or any
Lender stating that a Default or an Event of Default exists and is continuing
unless the Administrative Agent and such Issuing Lender shall have received
written notice (A) of rescission of all such notices from the party or parties
originally delivering such notice or notices or (B) the waiver of such Default
or Event of Default by the Required Lenders (or to the extent required by
Section 13.12, all of the Lenders). Upon satisfaction of the conditions
described above in this Section 2.03(c), (x) the respective Issuing Lender shall
re-designate the affected RL Letter of Credit or RL Letters of Credit as a CL
Letter of Credit or CL Letters of Credit, as the case may be, and (y) a new CL
Letter of Credit or CL Letters of Credit shall be deemed issued at such time
under this Agreement.

                  (d) On the first Business Day of each week, each Issuing
Lender shall furnish the Administrative Agent with a written (including via
facsimile) report of the daily aggregate outstandings of CL Letters of Credit
and RL Letters of Credit issued by such Issuing Lender for the immediately
preceding week. Notwithstanding anything to the contrary contained in this
Agreement, in the event that a Lender Default exists with respect to an RL
Lender, no Issuing Lender shall be required to issue any RL Letter of Credit
unless such Issuing Lender has entered into arrangements satisfactory to it and
the Borrower to eliminate such Issuing Lender's risk with respect to the
participation in RL Letters of Credit by the Defaulting RL Lender or RL Lenders,
including by cash collateralizing such Defaulting RL Lender's or RL Lenders' RL
Percentage of the respective RL Letter of Credit Outstandings.

                  (e) The initial Stated Amount of each Letter of Credit shall
not be less than $10,000 or such lesser amount as is acceptable to the
respective Issuing Lender.

                  2.04 Letter of Credit Participations. (a) Immediately upon the
issuance by an Issuing Lender of any (x) RL Letter of Credit, such Issuing
Lender shall be deemed to have sold and transferred to each RL Lender, and (y)
CL Letter of Credit, such Issuing Lender shall be deemed to have sold and issued
to each CL Lender, (each such RL Lender or CL Lender, as the case may be, in its
capacity under this Section 2.04, a "Participant") shall be deemed irrevocably
and unconditionally to have purchased and received from such Issuing Lender,
without recourse or warranty, an undivided interest and participation, to the
extent of such Participant's RL Percentage or CL Percentage, as the case may be,
in such Letter of Credit, each drawing or payment made thereunder and the
obligations of the Borrower under this Agreement with respect thereto, and any
security therefor or guaranty pertaining thereto. Upon any change in the RL
Percentages of the RL Lenders or in the CL Percentages of the CL Lenders, in
each case


                                      -22-
<PAGE>


pursuant to Section 1.13, 1.15 or 13.04(b), it is hereby agreed that, with
respect to all outstanding Letters of Credit and Unpaid Drawings relating
thereto, there shall be an automatic adjustment to the participations pursuant
to this Section 2.04 to reflect the new RL Percentages or CL Percentages of the
assignor and assignee RL Lender or CL Lender, as the case may be.

                  (b) In determining whether to pay under any Letter of Credit,
no Issuing Lender shall have any obligation relative to the other Lenders other
than to confirm that any documents required to be delivered under such Letter of
Credit appear to have been delivered and that they appear to substantially
comply on their face with the requirements of such Letter of Credit. Any action
taken or omitted to be taken by an Issuing Lender under or in connection with
any Letter of Credit issued by it shall not create for such Issuing Lender any
resulting liability to the Borrower, any other Credit Party, any Lender or any
other Person unless such action is taken or omitted to be taken with gross
negligence or willful misconduct on the part of such Issuing Lender (as
determined by a court of competent jurisdiction in a final and non-appealable
decision).

                  (c) (i) In the event that an Issuing Lender makes any payment
under any RL Letter of Credit issued by it and the Borrower shall not have
reimbursed such amount in full to such Issuing Lender pursuant to Section
2.05(a), such Issuing Lender shall promptly notify the Administrative Agent,
which shall promptly notify each relevant Participant of such failure, and such
Participant shall promptly and unconditionally pay to such Issuing Lender the
amount of such Participant's RL Percentage of such unreimbursed payment in
Dollars and in same day funds. If the Administrative Agent so notifies, prior to
12:00 Noon (New York time) on any Business Day, any Participant required to fund
a payment under a RL Letter of Credit, such Participant shall make available to
the respective Issuing Lender in Dollars such Participant's RL Percentage of the
amount of such payment on such Business Day in same day funds. If and to the
extent such Participant shall not have so made its RL Percentage of the amount
of such payment available to the respective Issuing Lender, such Participant
agrees to pay to such Issuing Lender, forthwith on demand such amount, together
with interest thereon, for each day from such date until the date such amount is
paid to such Issuing Lender at the overnight Federal Funds Rate for the first
three days and at the interest rate applicable to Revolving Loans that are
maintained as Base Rate Loans for each day thereafter. The failure of any such
Participant to make available to an Issuing Lender its RL Percentage of any
payment under any RL Letter of Credit issued by such Issuing Lender shall not
relieve any other Participant of its obligation hereunder to make available to
such Issuing Lender its RL Percentage of any payment under any RL Letter of
Credit on the date required, as specified above, but no Participant shall be
responsible for the failure of any other Participant to make available to such
Issuing Lender such other Participant's RL Percentage of any such payment.

                  (ii) In the event that an Issuing Lender makes any payment
         under any CL Letter of Credit issued by it and the Borrower shall not
         have reimbursed such amount in full to such Issuing Lender pursuant to
         Section 2.05(a) on or before the seventh day immediately succeeding the
         date such payment is made, each CL Lender hereby irrevocably authorizes
         the Administrative Agent to reimburse such Issuing Lender for such
         amount solely from such CL Lender's CL Percentage of the Credit-Linked
         Deposits on deposit with the Administrative Agent in the Credit-Linked
         Deposit Account.


                                      -23-
<PAGE>


                  (d) Whenever an Issuing Lender receives a payment of a
reimbursement obligation as to which it has received any payments from the
respective Participants pursuant to clause (c) above, such Issuing Lender shall
pay to each such Participant which has paid its RL Percentage or CL Percentage
thereof, as the case may be, in Dollars and in same day funds, an amount equal
to such Participant's share (based upon the proportionate aggregate amount
originally funded by such Participant to the aggregate amount funded by all such
Participants) of the principal amount of such reimbursement obligation and
interest thereon accruing after the funding of the respective participations (it
being understood and agreed that any such payment to be made pursuant to this
Section 2.04(d) to a Participant which is a CL Lender shall be made by such
Issuing Lender to the Administrative Agent for the account of such CL Lender and
for deposit in the Credit-Linked Deposit Account).

                  (e) Upon the request of any Participant, each Issuing Lender
shall furnish to such Participant copies of any standby Letter of Credit issued
by it and such other documentation as may reasonably be requested by such
Participant.

                  (f) The obligations of the Participants to make payments to
each Issuing Lender with respect to Letters of Credit shall be irrevocable and
not subject to any qualification or exception whatsoever and shall be made in
accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, any of the following
circumstances:

                  (i) any lack of validity or enforceability of this Agreement
         or any of the other Credit Documents;

                  (ii) the existence of any claim, setoff, defense or other
         right which the Borrower or any of its Subsidiaries may have at any
         time against a beneficiary named in a Letter of Credit, any transferee
         of any Letter of Credit (or any Person for whom any such transferee may
         be acting), the Administrative Agent, any Participant, or any other
         Person, whether in connection with this Agreement, any Letter of
         Credit, the transactions contemplated herein or any unrelated
         transactions (including any underlying transaction between the Borrower
         or any Subsidiary of the Borrower and the beneficiary named in any such
         Letter of Credit);

                  (iii) any draft, certificate or any 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;

                  (iv) the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents; or

                  (v) the occurrence or continuation of any Default or Event of
         Default.

                  2.05 Agreement to Repay Letter of Credit Drawings. (a) (i) The
Borrower agrees to reimburse each Issuing Lender, by making payment to the
Administrative Agent (including, but not limited to, a payment made with the
proceeds of a Revolving Loan) in immediately available funds at the Payment
Office, for any payment or disbursement made by such Issuing Lender under any
Letter of Credit issued by it (each such amount, so paid until


                                      -24-
<PAGE>


reimbursed by the Borrower, an "Unpaid Drawing"), not later than one Business
Day following receipt by the Borrower of notice of such payment or disbursement
(provided that no such notice shall be required to be given if a Default or an
Event of Default under Section 10.05 shall have occurred and be continuing, in
which case the Unpaid Drawing shall be due and payable immediately without
presentment, demand, protest or notice of any kind (all of which are hereby
waived by the Borrower)), with interest on the amount so paid or disbursed by
such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York
time) on the date of such payment or disbursement, from and including the date
paid or disbursed to but excluding the date such Issuing Lender was reimbursed
by the Borrower therefor at a rate per annum equal to (i) in the case of RL
Unpaid Drawings, the Base Rate in effect from time to time plus the Applicable
Margin as in effect from time to time for Revolving Loans that are maintained as
Base Rate Loans, or (ii) in the case of the CL Unpaid Drawings, the Base Rate in
effect from time to time plus the Applicable CL Margin then in effect less
1.00%; provided, however, to the extent such amounts are not reimbursed prior to
12:00 Noon (New York time) on the third Business Day following the receipt by
the Borrower of notice of such payment or disbursement or following the
occurrence of a Default or an Event of Default under Section 10.05, interest
shall thereafter accrue on the amounts so paid or disbursed by such Issuing
Lender (and until reimbursed by the Borrower) at a rate per annum equal to the
rate otherwise applicable to the respective Unpaid Drawing as provided in
sub-clause (i) or (ii) above, as the case may be, plus (in either case) 2%, with
such interest to be payable on demand. Each Issuing Lender shall give the
Borrower and the Administrative Agent prompt written notice of each Drawing
under any Letter of Credit issued by it, provided that the failure to give any
such notice shall in no way affect, impair or diminish the Borrower's
obligations hereunder.

                  (ii) If any Drawing under a CL Letter of Credit that has been
funded by the CL Lenders from the Credit-Linked Deposits as provided in Section
2.04(c)(ii) shall be reimbursed by the Borrower on a day other than on the last
day of an Interest Period applicable to the Credit-Linked Deposits, the
Administrative Agent shall invest the amount so reimbursed in overnight or
short-term cash equivalent investments until the end of the Interest Period at
the time in effect and the Borrower shall pay to the Administrative Agent, upon
the Administrative Agent's request therefor, the amount, if any, by which the
interest accrued on a like amount of the Credit-Linked Deposits at the LIBOR
Rate for the Interest Period in effect therefor shall exceed the interest earned
through the investment of the amount so reimbursed for the period from the date
of such reimbursement through the end of the applicable Interest Period, as
determined by the Administrative Agent (such determination shall, absent
manifest error, be presumed correct and binding on all parties hereto) and set
forth in the request for payment delivered to the Borrower. In the event that
the Borrower shall fail to pay any amount due under this Section 2.05(a)(ii),
the interest payable by the Administrative Agent to the CL Lenders on their
Credit-Linked Deposits under Section 2.07 shall be correspondingly reduced and
the CL Lenders shall without further act succeed, ratably in accordance with
their CL Percentages, to the rights of the Administrative Agent with respect to
such amount due from the Borrower.

                  (b) In the event that the Credit-Linked Deposit Account is
charged by the Administrative Agent pursuant to Section 2.04(c)( ii) to
reimburse the applicable Issuing Lender for any payment made by it under a CL
Letter of Credit that has not been reimbursed by the Borrower in cash pursuant
to Section 2.05(a), unless the Total Credit-Linked Commitment has


                                      -25-
<PAGE>


been terminated, the reimbursement for such CL Unpaid Drawing thereafter
received by the Administrative Agent shall be deposited in the Credit-Linked
Deposit Account.

                  (c) The obligations of the Borrower under this Section 2.05 to
reimburse each Issuing Lender with respect to drafts, demands and other
presentations for payment under Letters of Credit issued by it (each a
"Drawing") (including, in each case, interest thereon) shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which the Borrower or any Subsidiary of the
Borrower may have or have had against any Lender (including in its capacity as
an Issuing Lender or as a Participant), including, without limitation, any
defense based upon the failure of any drawing under a Letter of Credit to
conform to the terms of the Letter of Credit or any nonapplication or
misapplication by the beneficiary of the proceeds of such Drawing; provided,
however, that the Borrower shall not be obligated to reimburse any Issuing
Lender for any wrongful payment made by such Issuing Lender under a Letter of
Credit issued by it as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of such Issuing Lender (as determined
by a court of competent jurisdiction in a final and non-appealable decision).

                  2.06 Increased Costs. If at any time after the Effective Date,
the introduction of or any change in any applicable law, rule, regulation,
order, guideline or request or in the interpretation or administration thereof
by the NAIC or any governmental authority charged with the interpretation or
administration thereof, or compliance by any Issuing Lender or any Participant
with any request or directive by the NAIC or by any such governmental authority
(whether or not having the force of law), shall either (i) impose, modify or
make applicable any reserve, deposit, capital adequacy or similar requirement
against letters of credit issued by any Issuing Lender or participated in by any
Participant, or (ii) impose on any Issuing Lender or any Participant any other
conditions relating, directly or indirectly, to this Agreement, the
Credit-Linked Deposits, the Credit-Linked Commitments or any Letter of Credit;
and the result of any of the foregoing is to increase the cost to any Issuing
Lender or any Participant of issuing, maintaining or participating in the
Credit-Linked Deposits or any Letter of Credit, or reduce the amount of any sum
received or receivable by any Issuing Lender or any Participant hereunder or
reduce the rate of return on its capital with respect to the Credit-Linked
Deposits, the Credit-Linked Commitments or Letters of Credit (except for changes
in the rate of tax on, or determined by reference to, the net income or net
profits of such Issuing Lender or such Participant pursuant to the laws of the
jurisdiction in which it is organized or in which its principal office or
applicable lending office is located or any subdivision thereof or therein),
then, upon the delivery of the certificate referred to below to the Borrower by
any Issuing Lender or any Participant (a copy of which certificate shall be sent
by such Issuing Lender or such Participant to the Administrative Agent), the
Borrower agrees to pay to such Issuing Lender or such Participant such
additional amount or amounts as will compensate such Issuing Lender or such
Participant for such increased cost or reduction in the amount receivable or
reduction on the rate of return on its capital. Any Issuing Lender or any
Participant upon determining that any additional amounts will be payable
pursuant to this Section 2.06, will give prompt written notice thereof to the
Borrower, which notice shall include a certificate submitted to the Borrower by
such Issuing Lender or such Participant (a copy of which certificate shall be
sent by the Issuing Lender or such Participant to the Administrative Agent),
setting forth in reasonable detail the basis for the calculation of such
additional amount or amounts necessary to compensate such Issuing Lender



                                      -26-
<PAGE>


or such Participant. The certificate required to be delivered pursuant to this
Section 2.06 shall, absent manifest error, be presumed correct and binding on
the Borrower.

                  2.07 Credit-Linked Deposit Account. (a) On the Initial
Borrowing Date, and subject to the satisfaction of the conditions precedent set
forth in Section 5, each CL Lender on such date shall pay to the Administrative
Agent such CL Lender's Credit-Linked Deposit. The Credit-Linked Deposits shall
be held by the Administrative Agent in (or credited to) the Credit-Linked
Deposit Account, and no Person other than the Administrative Agent shall have a
right of withdrawal from the Credit-Linked Deposit Account or any other right or
power with respect to the Credit-Linked Deposits. Notwithstanding anything
herein to the contrary, the funding obligation of each CL Lender in respect of
its participation in CL Letters of Credit shall be satisfied in full upon the
funding of its Credit-Linked Deposit (including the funding thereof, in whole or
in part, pursuant to Section 2.07(b)).

                  (b) On each Incremental Credit Commitment Effective Date in
respect of an increase in the Credit-Linked Commitments, each Incremental Lender
the Credit-Linked Commitment of which is then being increased shall pay to the
Administrative Agent an amount equal to such increase, such amount to be
included for all purposes of this Agreement in the Credit-Linked Deposit of such
Lender.

                  (c) Each of the Administrative Agent, each Issuing Lender and
each CL Lender hereby acknowledges and agrees (i) that each CL Lender is funding
its Credit-Linked Deposit to the Administrative Agent for application in the
manner contemplated by Section 2.04, (ii) the Administrative Agent may invest
the Credit-Linked Deposits in such investments as may be determined from time to
time by the Administrative Agent and (iii) the Administrative Agent has agreed
to pay to each CL Lender a return on its Credit-Linked Deposit (except (x)
during periods when such Credit-Linked Deposits are used to reimburse an Issuing
Lender with respect to Drawings on CL Letters of Credit or (y) as otherwise
provided in Sections 2.05(a)(ii) and 2.07(e)) equal at any time to the LIBOR
Rate for the Interest Period in effect for the Credit-Linked Deposits at such
time less the Credit-Linked Deposit Cost Amount at such time. Such interest will
be paid to the CL Lenders by the Administrative Agent at the applicable LIBOR
Rate for an Interest Period of one month (or at an amount determined in
accordance with Section 2.05(a)(ii) or 2.07(e), as applicable) less, in each
case, the Credit-Linked Deposit Cost Amount in arrears on each CL Interest
Payment Date.

                  (d) The Borrower shall have no right, title or interest in or
to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no
obligations with respect thereto (except to refund portions thereof used to
reimburse an Issuing Lender with respect to Drawings on CL Letters of Credit as
provided in Section 2.04), it being acknowledged and agreed by the parties
hereto that the funding of the Credit-Linked Deposits by the CL Lenders, and the
application of the Credit-Linked Deposits in the manner contemplated by Section
2.04(c)(ii) constitute agreements among the Administrative Agent, each Issuing
Lender and each CL Lender with respect to the participation in the CL Letters of
Credit and do not constitute any loan or extension of credit to the Borrower.

                  (e) If the Administrative Agent is not offering Dollar
deposits (in the applicable amounts) in the London interbank market, or the
Administrative Agent determines that


                                      -27-
<PAGE>


adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate
for the Credit-Linked Deposits (or any part thereof), then the Credit-Linked
Deposits (or such parts, as applicable) shall be invested so as to earn a return
equal to the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.

                  SECTION 3. Commitment Commission; Fees; Reductions of
Commitment.

                  3.01 Fees. (a) The Borrower agrees to pay to the
Administrative Agent for distribution to each Non-Defaulting RL Lender a
commitment commission (the "Commitment Commission") for the period from and
including the Effective Date to and including the Revolving Loan Maturity Date
(or such earlier date on which the Total Revolving Loan Commitment has been
terminated) computed at a rate per annum equal to the Applicable Commitment Fee
Rate on the daily average Unutilized Revolving Loan Commitment of such
Non-Defaulting RL Lender as in effect from time to time. Accrued Commitment
Commission shall be due and payable quarterly in arrears on each Quarterly
Payment Date and on the date upon which the Total Revolving Loan Commitment is
terminated.

                  (b) The Borrower agrees to pay to the Administrative Agent for
distribution to each RL Lender (based on each such RL Lender's respective RL
Percentage) a fee in respect of each RL Letter of Credit (the "RL Letter of
Credit Fee") for the period from and including the date of issuance of such RL
Letter of Credit to and including the date of termination or expiration of such
RL Letter of Credit, computed at a rate per annum equal to the Applicable Margin
with respect to Revolving Loans that are maintained as Eurodollar Loans on the
daily Stated Amount of each such RL Letter of Credit. Accrued RL Letter of
Credit Fees shall be due and payable quarterly in arrears on each Quarterly
Payment Date and on the first day on or after the termination of the Total
Revolving Loan Commitment upon which no RL Letters of Credit remain outstanding.

                  (c) The Borrower agrees to pay to the Administrative Agent for
distribution to each CL Lender (based on each such CL Lender's CL Percentage) a
fee (the "CL Facility Fee") equal to the sum of (I) a rate per annum equal to
the Applicable CL Margin on the aggregate amount of the Credit-Linked Deposits
from time to time and (II) a rate per annum equal to the Credit-Linked Deposit
Cost Amount as in effect from time to time on the aggregate amount of the
Credit-Linked Deposits from time to time, in each case for the period from and
including the Initial Borrowing Date to and including the date on which the
Total Credit-Linked Commitment has been terminated, the Credit-Linked Deposits
have been returned to the CL Lenders and all CL Letters of Credit have been
terminated. Accrued CL Facility Fees shall be due and payable quarterly in
arrears on each CL Interest Payment Date and (in either case) on the date on
which the Total Credit-Linked Commitment has been terminated, the Credit-Linked
Deposits have been returned to the CL Lenders and all CL Letters of Credit have
been terminated.

                  (d) The Borrower agrees to pay to each Issuing Lender, for its
own account, a facing fee in respect of each Letter of Credit issued by it (the
"Facing Fee") for the period from and including the date of issuance of such
Letter of Credit to and including the date of termination or expiration of such
Letter of Credit, computed at a rate per annum equal to (x) in the case of each
RL Letter of Credit 1/4 of 1% and (y) in the case of each CL Letter of Credit,
1/8 of 1%,


                                      -28-
<PAGE>


in each case on the daily Stated Amount of such Letter of Credit, provided that
in any event the minimum amount of Facing Fees payable in any twelve-month
period for each Letter of Credit shall be not less than $500; it being agreed
that, on the day of issuance of any Letter of Credit and on each anniversary
thereof prior to the termination or expiration of each such Letter of Credit, if
$500 will exceed the amount of Facing Fees that will accrue with respect to each
such Letter of Credit for the immediately succeeding twelve-month period, the
full $500 shall be payable on the date of issuance of each such Letter of Credit
and on each such anniversary thereof. Except as otherwise provided in the
proviso to the immediately preceding sentence, accrued Facing Fees shall be due
and payable quarterly in arrears on each Quarterly Payment Date and upon the
first day on or after the termination of the Total Commitment upon which no
Letters of Credit remain outstanding.

                  (e) The Borrower agrees to pay to each Issuing Lender, for its
own account, upon each payment under, issuance of, or amendment to, any Letter
of Credit issued by it, such amount as shall at the time of such event be the
administrative charge and the reasonable expenses which such Issuing Lender is
generally imposing in connection with such occurrence with respect to letters of
credit.

                  (f) The Borrower agrees to pay to the Administrative Agent
such fees as may be agreed to in writing from time to time by the Borrower or
any of its Subsidiaries and the Administrative Agent.

                  3.02 Voluntary Termination of Unutilized Commitments. (a) Upon
at least three Business Days' prior written notice to the Administrative Agent
at the Notice Office (which notice the Administrative Agent shall promptly
transmit to each of the Lenders), the Borrower shall have the right, at any time
or from time to time, without premium or penalty, to terminate the Total
Unutilized Revolving Loan Commitment in whole, or reduce it in part, in an
integral multiple of $10,000,000, provided that each such reduction shall apply
proportionately to permanently reduce the Revolving Loan Commitment of each RL
Lender.

                  (b) Upon at least seven days' prior written notice to the
Administrative Agent at the Notice Office (which notice the Administrative Agent
shall promptly transmit to each of the Lenders), the Borrower shall have the
right, at any time or from time to time, without premium or penalty to terminate
the Total Unutilized Credit-Linked Commitment in whole, or reduce it in part, in
an integral multiple of $10,000,000 in the case of partial reductions to the
Total Unutilized Credit-Linked Commitment, provided that each such reduction
shall apply proportionately to permanently reduce the Credit-Linked Commitment
of each CL Lender. At the time of any termination or reduction of the Total
Credit-Linked Commitment pursuant to this Section 3.02(b), the Administrative
Agent shall return to the CL Lenders (ratably in accordance with their
respective CL Percentages) their Credit-Linked Deposits in an amount by which
the aggregate amount of the Credit-Linked Deposits at such time exceeds the
Total Credit-Linked Commitment as in effect immediately after giving effect to
such termination.

                  (c) In the event of a refusal by a Lender to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Lenders as (and to the
extent) provided in Section 13.12(b), the Borrower may, subject to its
compliance with the requirements of Section 13.12(b), upon five


                                      -29-
<PAGE>


Business Days' prior written notice to the Administrative Agent at the Notice
Office (which notice the Administrative Agent shall promptly transmit to each of
the Lenders) terminate all of the Commitments of such Lender (other than any
such Commitment which is being maintained by such Lender (and not being
terminated by the Borrower) as provided in Section 13.12(b)), so long as all
Loans (other than any such Loans that are being maintained by such Lender (and
not being repaid by the Borrower) as provided in Section 13.12(b)), RL Unpaid
Drawings (to the extent that such Lender Revolving Loan Commitment is being
terminated, and CL Unpaid Drawings (to the extent that such Lender's
Credit-Linked Commitment is being terminated), together with accrued and unpaid
interest, Fees and all other amounts, owing to such Lender are repaid
concurrently with the effectiveness of such termination pursuant to Section
4.01(b) (at which time Schedule 1.01(a) shall be deemed modified to reflect such
changed amounts) and such Lender's RL Percentage or CL Percentage, as the case
may be, of all outstanding RL Letters of Credit and/or CL Letters of Credit are
cash collateralized by the Borrower in a manner satisfactory to the
Administrative Agent and the respective Issuing Lenders, and at such time, such
Lender shall no longer constitute a "Lender" for purposes of this Agreement,
except with respect to indemnifications under this Agreement (including, without
limitation, Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01), which shall
survive as to such repaid Lender. At the time of any termination of a CL
Lender's Credit-Linked Commitment pursuant to this Section 3.02(c), the
Administrative Agent shall return to such CL Lender its Credit-Linked Deposit.

                  3.03 Mandatory Reduction of Commitments. (a) The Total
Commitment (and the Commitment of each Lender) shall terminate in its entirety
on (x) if the Termination Date Extension Requirements are not satisfied,
December 31, 2003, or (y) if the Termination Date Extension Requirements are
satisfied, February 29, 2004, unless the Initial Borrowing Date has occurred on
or prior to such date.

                  (b) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Initial Term Loan Commitment (and the
Initial Term Loan Commitment of each Lender) shall terminate in its entirety on
the Initial Borrowing Date (after giving effect to the incurrence of Initial
Term Loans on such date).

                  (c) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment (and the
Revolving Loan Commitment of each RL Lender) shall terminate in its entirety
upon the earlier of (i) the Revolving Loan Maturity Date and (ii) unless the
Required Lenders otherwise agree in writing, the date on which a Change of
Control occurs.

                  (d) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Credit-Linked Commitment (and the
Credit-Linked Commitment of each CL Lender) shall terminate in its entirety upon
the earlier of (i) the Revolving Loan Maturity Date and (ii) unless the Required
Lenders otherwise agree in writing, the date on which a Change of Control
occurs. At the time of any termination of the Total Credit-Linked Commitment
pursuant to this Section 3.03(d) or pursuant to Section 10, the Administrative
Agent shall return to the CL Lenders (ratably in accordance with their
respective CL Percentages) their Credit-Linked Deposits (to the extent not
theretofore applied pursuant to Section 2.04(c)(ii)) in an amount by which the
aggregate amount of the Credit-Linked Deposits at such time exceeds the
aggregate CL Letter of Credit Outstandings at such time.


                                      -30-
<PAGE>


                  (e) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Incremental Term Loan Commitment of a
given Tranche shall (i) be permanently reduced on each Incremental Term Loan
Borrowing Date in respect of such Tranche in an amount equal to the aggregate
principal amount of Incremental Term Loans of such Tranche incurred on each such
date, and (ii) terminate in its entirety (to the extent not theretofore
terminated) on the respective commitment termination date set forth in the
relevant Incremental Commitment Agreement (after giving effect to any
Incremental Term Loans to be made on such date).

                  (f) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Revolving Loan Commitment shall be
reduced at the time and in the amount required by Section 4.02(i).

                  SECTION 4. Prepayments; Payments; Taxes.

                  4.01 Voluntary Prepayments. (a) The Borrower shall have the
right to prepay the Loans, without premium or penalty, in whole or in part at
any time and from time to time on the following terms and conditions: (i) the
Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time)
at the Notice Office (x) at least one Business Day's prior written notice (or
telephonic notice promptly confirmed in writing) of its intent to prepay Base
Rate Loans (or same day notice in the case of a prepayment of Swingline Loans)
and (y) at least three Business Days' prior written notice (or telephonic notice
promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which
notice (in each case) shall specify whether Term Loans, Revolving Loans or
Swingline Loans shall be prepaid, the amount of such prepayment and the Types of
Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing
or Borrowings pursuant to which such Eurodollar Loans were made, and which
notice the Administrative Agent shall, except in the case of a prepayment of
Swingline Loans, promptly transmit to each of the Lenders; (ii) (x) each partial
prepayment of Term Loans pursuant to this Section 4.01(a) shall be in an
aggregate principal amount of at least $5,000,000 (or such lesser amount as is
acceptable to the Administrative Agent), (y) each partial prepayment of
Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate
principal amount of at least $5,000,000 (or such lesser amount as is acceptable
to the Administrative Agent) and (z) each partial prepayment of Swingline Loans
pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at
least $250,000 (or such lesser amount as is acceptable to the Administrative
Agent); provided that if any partial prepayment of Eurodollar Loans made
pursuant to any Borrowing shall reduce the outstanding principal amount of
Eurodollar Loans made pursuant to such Borrowing to an amount less than the
Minimum Borrowing Amount applicable thereto, then such Borrowing may not be
continued as a Borrowing of Eurodollar Loans (and same shall automatically be
converted into a Borrowing of Base Rate Loans) and any election of an Interest
Period with respect thereto given by the Borrower shall have no force or effect;
(iii) each prepayment pursuant to this Section 4.01(a) in respect of any Loans
made pursuant to a Borrowing shall be applied pro rata among such Loans,
provided that at the Borrower's election in connection with any prepayment of
Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not, so
long as no Default or Event of Default then exists, be applied to any Revolving
Loan of a Defaulting RL Lender; (iv) except to the extent that Term Loans under
the Tranche to be Refinanced are refinanced with Refinancing Term Loans, each
voluntary prepayment of Term Loans made pursuant to this Section 4.01 shall be
applied to each

                                      -31-
<PAGE>



Tranche of Term Loans on a pro rata basis (based upon the then outstanding
principal amount of the Term Loans of each Term Loan Tranche then outstanding);
and (v) each voluntary prepayment of Term Loans of a given Tranche pursuant to
this Section 4.01(a) shall be applied to reduce the then remaining Scheduled
Repayments of such Tranche on a pro rata basis (based upon the then remaining
unpaid principal amounts of such Scheduled Repayments after giving effect to all
prior reductions thereto).

                  (b) In the event of a refusal by a Lender to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Lenders as (and to the
extent) provided in Section 13.12(b), the Borrower may, upon five Business Days'
prior written notice to the Administrative Agent at the Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Lenders)
repay all Loans, together with accrued and unpaid interest, Fees, and other
amounts owing to such Lender (or owing to such Lender with respect to each
Tranche which gave rise to the need to obtain such Lender's individual consent)
in accordance with, and subject to the requirements of, said Section 13.12(b) so
long as (i) in the case of the repayment of Revolving Loans of any Lender
pursuant to this Section 4.01(b), (x) the Revolving Loan Commitment of such
Lender is terminated concurrently with such repayment pursuant to Section
3.02(c) (at which time Schedule 1.01(a) shall be deemed modified to reflect the
changed Revolving Loan Commitments) and (y) such Lender's RL Percentage of all
outstanding RL Letters of Credit is (1) cash collateralized by the Borrower in a
manner satisfactory to the Administrative Agent and the Issuing Lenders or (2)
supported by a standby letter of credit (other than a Letter of Credit) in favor
of the Administrative Agent, which standby letter of credit shall be in form and
substance, and issued by a financially sound financial institution, acceptable
to the Administrative Agent, (ii) in the case of the repayment of CL Unpaid
Drawings for the account of any Lender pursuant to this Section 4.01(b), (x) the
Credit-Linked Commitment of such Lender is terminated concurrently with such
repayment pursuant to Section 3.02(c) (at which time Schedule 1.01(a) shall be
deemed modified to reflect the changed Credit-Linked Commitments) and (y) such
Lender's CL Percentage of all outstanding CL Letters of Credit is cash
collateralized by the Borrower in a manner satisfactory to the Administrative
Agent and the Issuing Lenders and (iii) the consents, if any, required under
Section 13.12(b) in connection with the repayment pursuant to this Section
4.01(b) have been obtained. Each prepayment of any Term Loans of a given Tranche
pursuant to this Section 4.01(b) shall be applied to reduce the then remaining
Scheduled Repayments of the Term Loans of such Tranche on a pro rata basis
(based upon the then remaining unpaid principal amounts of such Scheduled
Repayments after giving effect to all prior reductions thereto).

                  4.02 Mandatory Repayments. (a) On any day on which the sum of
(I) the aggregate outstanding principal amount of all Revolving Loans (after
giving effect to all other repayments thereof on such date), (II) the aggregate
outstanding principal amount of all Swingline Loans (after giving effect to all
other repayments thereof on such date) and (III) the aggregate amount of all RL
Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at
such time, the Borrower shall prepay on such day the principal of Swingline
Loans and, after all Swingline Loans have been repaid in full or if no Swingline
Loans are outstanding, Revolving Loans in an amount equal to such excess. If,
after giving effect to the prepayment of all outstanding Swingline Loans and
Revolving Loans, the aggregate amount of the RL Letter of Credit Outstandings
exceeds the Total Revolving Loan Commitment at such time, the Borrower shall pay
to the Administrative Agent at the Payment Office on such day an


                                      -32-
<PAGE>


amount of cash and/or Cash Equivalents equal to the amount of such excess (up to
a maximum amount equal to the RL Letter of Credit Outstandings at such time),
such cash and/or Cash Equivalents to be held as security for all obligations of
the Borrower to the Issuing Lenders and the Lenders hereunder in a cash
collateral account to be established by, and under the sole dominion and control
of, the Administrative Agent.

                  (b) On any day on which the aggregate amount of all CL Letter
of Credit Outstandings exceeds the Total Credit-Linked Commitment at such time,
the Borrower shall pay to the Administrative Agent at the Payment Office on such
day an amount of cash and/or Cash Equivalents equal to the amount of such excess
(up to a maximum amount equal to the CL Letter of Credit Outstandings at such
time), such cash and/or Cash Equivalents to be held as security for all
obligations of the Borrower to the Issuing Lenders and the Lenders hereunder in
a cash collateral account to be established by, and under the sole dominion and
control of, the Administrative Agent.

                  (c) In addition to any other mandatory repayments pursuant to
this Section 4.02, on each date set forth below (each, an "Initial Term Loan
Scheduled Repayment Date"), the Borrower shall be required to repay that
principal amount of Initial Term Loans, to the extent then outstanding, as is
set forth opposite each such date below (each such repayment, as the same may be
reduced as provided in Sections 4.01(a), 4.01(b) or 4.02(k), an "Initial Term
Loan Scheduled Repayment"):

<Table>
<Caption>

          Initial Term Loan Scheduled
                Repayment Date                               Amount
          ---------------------------                     ------------
<S>                                                       <C>
          March 31, 2004                                  $    437,500
          June 30, 2004                                   $    437,500
          September 30, 2004                              $    437,500
          December 31, 2004                               $    437,500
          March 31, 2005                                  $    437,500
          June 30, 2005                                   $    437,500
          September 30, 2005                              $    437,500
          December 31, 2005                               $    437,500
          March 31, 2006                                  $    437,500
          June 30, 2006                                   $    437,500
          September 30, 2006                              $    437,500
          December 31, 2006                               $    437,500
          March 31, 2007                                  $    437,500
          June 30, 2007                                   $    437,500
          September 30, 2007                              $    437,500
          December 31, 2007                               $    437,500
          March 31, 2008                                  $    437,500
          June 30, 2008                                   $    437,500
          Term Loan Maturity Date                         $167,125,000
</Table>

                  Notwithstanding anything to the contrary contained in the
table set forth above, in the event the Term Loan Maturity Date for the Initial
Term Loan Tranche is extended pursuant to


                                      -33-
<PAGE>


Section 1.14, the Initial Term Loan Scheduled Repayment Dates and the
corresponding Initial Term Scheduled Repayments shall be revised as set forth in
the table below:

<Table>
<Caption>

          Initial Term Loan Scheduled
                Repayment Date                                Amount
          ---------------------------                      -----------
<S>                                                       <C>
          March 31, 2004                                   $   437,500
          June 30, 2004                                    $   437,500
          September 30, 2004                               $   437,500
          December 31, 2004                                $   437,500
          March 31, 2005                                   $   437,500
          June 30, 2005                                    $   437,500
          September 30, 2005                               $   437,500
          December 31, 2005                                $   437,500
          March 31, 2006                                   $   437,500
          June 30, 2006                                    $   437,500
          September 30, 2006                               $   437,500
          December 31, 2006                                $   437,500
          March 31, 2007                                   $   437,500
          June 30, 2007                                    $   437,500
          September 30, 2007                               $   437,500
          December 31, 2007                                $   437,500
          March 31, 2008                                   $   437,500
          June 30, 2008                                    $   437,500
          September 30, 2008                               $   437,500
          December 31, 2008                                $   437,500
          March 31, 2009                                   $20,781,250
          June 30, 2009                                    $20,781,250
          September 30, 2009                               $20,781,250
          December 31, 2009                                $20,781,250
          March 31, 2010                                   $20,781,250
          June 30, 2010                                    $20,781,250
          September 30, 2010                               $20,781,250
          Term Loan Maturity Date                          $20,781,250
</Table>
                  In addition, if the aggregate principal amount of the Initial
Term Loans is increased pursuant to Section 1.15, then each Initial Term Loan
Scheduled Repayment to be made after such increase becomes effective shall be
increased by an amount equal to (a) the aggregate principal amount of the
increase in the Initial Term Loans pursuant to Section 1.15 multiplied by (b) an
amount equal to (x) such Scheduled Repayment divided by (y) the aggregate
outstanding principal amount of all of the Initial Term Loans, in each case,
immediately prior to giving effect to the increase in the Initial Term Loans
made pursuant to Section 1.15.

                  (d) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, the Borrower shall be
required to make, with respect to each New Tranche of Incremental Term Loans, to
the extent then outstanding, scheduled amortization payments of such Tranche of
Incremental Term Loans on the dates and in the principal amounts set


                                      -34-
<PAGE>


forth in the respective Incremental Commitment Agreement (each such repayment,
as the same may be reduced as provided in Section 4.01(a), 4.01(b) or 4.02(k),
an "Incremental Term Loan Scheduled Repayment" and, together with the Initial
Term Loan Scheduled Repayments, the "Scheduled Repayments"); provided that, if
any Incremental Term Loans are incurred which will be added to (and form part
of) an existing New Tranche of Incremental Term Loans, then each Scheduled
Repayment of such New Tranche to be made after such increase becomes effective
shall be increased by an amount equal to (a) the aggregate principal amount of
the increase in the Incremental Term Loans of such New Tranche pursuant to
Section 1.15 multiplied by (b) an amount equal to (x) such Scheduled Repayment
divided by (y) the aggregate outstanding principal amount of the Incremental
Term Loans of such New Tranche, in each case, immediately prior to giving effect
to the increase in Incremental Term Loans of such New Tranche pursuant to
Section 1.15.

                  (e) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each date on or after
the Initial Borrowing Date upon which the Borrower or any of its Subsidiaries
receives any cash proceeds from any issuance or incurrence by the Borrower or
any of its Subsidiaries of Indebtedness (other than Indebtedness permitted to be
incurred pursuant to Section 9.04 as in effect on the Effective Date), an amount
equal to 100% of the Net Debt Proceeds of the respective issuance or incurrence
of Indebtedness shall be applied on such date in accordance with the
requirements of Sections 4.02(k) and (l).

                  (f) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each date on or after
the Initial Borrowing Date upon which the Borrower or any of its Subsidiaries
receives any cash proceeds from any Asset Sale (other than the sale of
receivables pursuant to a Permitted Receivables Facility) in excess of the Asset
Sale Basket Amount, an amount equal to 100% of the Net Sale Proceeds therefrom
shall be applied on such date in accordance with the requirements of Sections
4.02(k) and (l); provided, however, that (x) with respect to no more than
$75,000,000 in the aggregate of cash proceeds from Asset Sales in excess of the
Asset Sale Basket Amount in any fiscal year of the Borrower, the Net Sale
Proceeds therefrom shall not be required to be so applied on such date so long
as no Default or Event of Default has occurred and is continuing or would result
from such Asset Sale and such Net Sale Proceeds shall be used to purchase assets
(other than working capital) used or to be used in the businesses permitted
pursuant to Section 9.14 within 360 days following the date of such Asset Sale
(or, in any such case, if during such 360-day period the Borrower delivers to
the Administrative Agent an officer's certificate certifying that the Borrower
has entered into binding commitments with third parties to complete such
purchase of assets within 540 days following the date of such Asset Sale, within
540 days following the date of such Asset Sale), and (y) if all or any portion
of such Net Sale Proceeds not required to be so applied as provided above in
this Section 4.02(f) are not so reinvested within such 360-day or 540-day
period, as the case may be, (or such earlier date, if any, as the Borrower or
the relevant Subsidiary determines not to reinvest the Net Sale Proceeds from
such Asset Sale as set forth above), such remaining portion shall be applied on
the last day of such period (or such earlier date, as the case may be) as
provided above in this Section 4.02(f) without regard to the preceding proviso.
Notwithstanding anything to the contrary contained in this Agreement (including,
without limitation, the foregoing provisions of this Section 4.02(f)), if any
asset sale, or similar event occurs and as a result thereof (after giving effect
to any reinvestments and/or permanent repayments of Indebtedness actually made
in amounts up to, or equal to, the amount of proceeds received from any such


                                      -35-
<PAGE>


event) any obligation would arise on the part of the Borrower and/or any of its
Subsidiaries to offer to purchase any Roadway Bonds or New Senior Notes, then at
least two Business Days before any such obligation arises, the Borrower shall
prepay then outstanding Term Loans in such amount as is necessary (and only to
the extent required) so that no obligation to make any such offer to purchase
arises.

                  (g) In addition to any other mandatory repayments pursuant to
this Section 4.02, within five Business Days following each date on or after the
Initial Borrowing Date upon which the Borrower or any of its Subsidiaries
receives any cash proceeds from any Recovery Event, an amount equal to 100% of
the Net Insurance Proceeds from any Recovery Event shall be applied within such
five day period in accordance with the requirements of Sections 4.02(k) and (l);
provided, however, that (i) so long as no Default or Event of Default has
occurred and is continuing and such Net Insurance Proceeds do not exceed
$20,000,000 such Net Insurance Proceeds shall not be required to be so applied
within such five Business Day period to the extent that the Borrower has
delivered a certificate to the Administrative Agent within such five Business
Day period stating that such Net Insurance Proceeds shall be used to replace or
restore properties or assets in respect of which such Net Insurance Proceeds
were paid within 360 days (or, in any such case, if during such 360-day period
the Borrower delivers to the Administrative Agent an officer's certificate
certifying that the Borrower has entered into binding commitments with third
parties to complete such replacement or restoration of assets within 540 days
following the date of receipt of such proceeds, 540 days) of the receipt of such
proceeds (which certificate shall set forth the estimates of the Net Insurance
Proceeds to be so expended), provided, however, such certificate shall only be
required to be delivered by the Borrower to the extent such Net Insurance
Proceeds exceed $1,000,000 and (ii) if the amount of such Net Insurance Proceeds
exceeds $20,000,000, then the entire amount of such Net Insurance Proceeds (and
not just the portion thereof in excess of $20,000,000) shall be applied as
provided above in this Section 4.02(g) without regard to preceding clause (i) of
this proviso, and provided further, that if all or any portion of such Net
Insurance Proceeds not required to be so applied pursuant to the preceding
proviso are not so used within 360 or 540 days, as the case may be, after the
date of the receipt of such Net Insurance Proceeds (or such earlier date, if
any, as the Borrower or the relevant Subsidiary determines not to reinvest the
Net Insurance Proceeds relating to such Recovery Event as set forth above), such
remaining portion shall be applied on the last day of such period (or such
earlier date, as the case may be) as provided above in this Section 4.02(g)
without regard to the preceding proviso.

                  (h) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each Excess Cash Payment
Date, an amount equal to 75% of the Excess Cash Flow for the related Excess Cash
Payment Period shall be applied in accordance with the requirements of Sections
4.02(k) and (l); provided, however, if on such Excess Cash Payment Date no
Default or Event of Default has occurred and is continuing and the Senior
Secured Leverage Ratio at such time (determined before giving effect to any such
Excess Cash Payment) is less than 1.00:1:00, then such amount shall be reduced
to 50% of the Excess Cash Flow for the related Excess Cash Payment Period.

                  (i) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each date upon which the
Attributable Receivables Indebtedness is incurred, the amount (if any) by which
the aggregate Attributable Receivables Indebtedness at


                                      -36-
<PAGE>


such time exceeds the Permitted Receivables Facility Threshold Amount as then in
effect, shall be applied as a mandatory reduction of the Total Revolving Loan
Commitment and after the Total Revolving Loan Commitment shall have been reduced
to zero, to the mandatory repayment of principal of outstanding Term Loans in
accordance with the requirements of Sections 4.02(k) and (l); provided that no
more than $50,000,000 in the aggregate shall be required to be applied either as
a mandatory repayment of Term Loans or as a mandatory reduction of the Total
Revolving Loan Commitment in accordance with this Section 4.02(i).

                  (j) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, at any time that Revolving
Loans or Swingline Loans are outstanding and on each date upon which the
Borrower and its Subsidiaries hold cash and Cash Equivalents in an aggregate
amount in excess of $125,000,000 for any period of five consecutive Business
Days, the amount by which such cash and Cash Equivalents exceeds the Ordinary
Cash on Hand Requirement shall be applied as a mandatory repayment of principal
of outstanding Revolving Loans and Swingline Loans (with no corresponding
reduction to the Revolving Loan Commitments).

                  (k) Each amount required to be applied pursuant to Sections
4.02(e), (f), (g) and (h) in accordance with this Section 4.02(k) shall be
applied (i) first, as a mandatory repayment of principal of outstanding Term
Loans, and (ii) second, to the extent in excess of the amounts required to be
applied pursuant to preceding clause (i), as a mandatory repayment of principal
of outstanding Revolving Loans and Swingline Loans (with no corresponding
reduction to the Revolving Loan Commitments). The amount of each principal
repayment of outstanding Term Loans made as required by this Section 4.02(k)
shall be applied to (x) reduce the then remaining Scheduled Repayments of each
Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid
principal amounts of such Scheduled Repayments of each Tranche of Term Loans
after giving effect to all prior reductions thereto) and (y) to each Tranche of
Term Loans on a pro rata basis (based upon the then remaining principal amounts
of each Term Loan Tranche then outstanding.

                  (l) With respect to each repayment of Loans required by this
Section 4.02, the Borrower may designate the Types of Loans of the respective
Tranche which are to be repaid and, in the case of Eurodollar Loans, the
specific Borrowing or Borrowings of the respective Tranche pursuant to which
such Eurodollar Loans were made, provided that: (i) repayments of Eurodollar
Loans pursuant to this Section 4.02 may only be made on the last day of an
Interest Period applicable thereto unless all Eurodollar Loans of the respective
Tranche with Interest Periods ending on such date of required repayment and all
Base Rate Loans of the respective Tranche have been paid in full; (ii) if any
repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce
the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount
less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall
be automatically converted into a Borrowing of Base Rate Loans; and (iii) each
repayment of any Loans made pursuant to a Borrowing shall be applied pro rata
among such Loans. In the absence of a designation by the Borrower as described
in the preceding sentence, the Administrative Agent shall, subject to the above,
make such designation in its sole discretion.

                  (m) In addition to any other mandatory repayments pursuant to
this Section 4.02, (i) all then outstanding Term Loans of a Tranche shall be
repaid in full on the Term Loan


                                      -37-
<PAGE>


Maturity Date for such Tranche, (ii) all then outstanding Revolving Loans shall
be repaid in full on the Revolving Loan Maturity Date, (iii) all then
outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date
and (iv) unless the Required Lenders otherwise agree in writing, all then
outstanding Loans and other obligations shall be repaid in full on the date on
which a Change of Control occurs.

                  4.03 Method and Place of Payment. Except as otherwise
specifically provided herein, all payments under this Agreement and under any
Note shall be made to the Administrative Agent for the account of the Lender or
Lenders entitled thereto not later than 12:00 Noon (New York time) on the date
when due and shall be made in Dollars in immediately available funds at the
Payment Office. Whenever any payment to be made hereunder or under any Note
shall be stated to be due on a day which is not a Business Day, the due date
thereof shall be extended to the next succeeding Business Day and, with respect
to payments of principal, interest shall be payable at the applicable rate
during such extension.

                  4.04 Net Payments. (a) All payments made by any Credit Party
under any Credit Document will be made without setoff, counterclaim or other
defense. Except as provided in Section 4.04(b), all such payments will be made
free and clear of, and without deduction or withholding for, any present or
future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any political
subdivision or taxing authority thereof or therein with respect to such payments
(but excluding, except as provided in the second succeeding sentence, any tax
imposed on or measured by the net income or net profits of a Lender pursuant to
the laws of the jurisdiction in which it is organized or the jurisdiction in
which the principal office or applicable lending office of such Lender is
located or any subdivision thereof or therein) and all interest, penalties or
similar liabilities with respect to such non-excluded taxes, levies, imposts,
duties, fees, assessments or other charges (all such non-excluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to
collectively as "Taxes"). If any Taxes are levied or imposed on or with respect
to a payment made by any Credit Party under any Credit Document, the Borrower
and any other Credit Party agrees to pay the full amount of such Taxes, and such
additional amounts as may be necessary so that every payment of all amounts due
under this Agreement or under any other Credit Document, after withholding or
deduction for or on account of any Taxes, will not be less than the amount
provided for herein or in such other Credit Document. If any amounts are payable
in respect of Taxes pursuant to the preceding sentence, the Borrower and any
other Credit Party jointly and severally agree to reimburse each Lender, upon
the written request of such Lender, for taxes imposed on or measured by the net
income or net profits of such Lender pursuant to the laws of the jurisdiction in
which such Lender is organized or in which the principal office or applicable
lending office of such Lender is located or under the laws of any political
subdivision or taxing authority of any such jurisdiction in which such Lender is
organized or in which the principal office or applicable lending office of such
Lender is located and for any withholding of taxes as such Lender shall
determine are payable by, or withheld from, such Lender, but only in respect of
such amounts so paid to or on behalf of such Lender pursuant to the preceding
sentence and in respect of any amounts paid to or on behalf of such Lender
pursuant to this sentence. The Borrower will furnish to the Administrative Agent
within 45 days after the date the payment of any Taxes is due pursuant to
applicable law certified copies of tax receipts evidencing such payment by the
Borrower or the respective Credit Party. The Borrower and any other Credit Party
jointly and severally agree to indemnify and hold


                                      -38-
<PAGE>


harmless each Lender, and reimburse such Lender upon its written request, for
the amount of any Taxes so levied or imposed and paid by such Lender.

                  (b) Each Lender that is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax
purposes agrees to deliver to the Borrower and the Administrative Agent on or
prior to the Effective Date or, in the case of a Lender that is an assignee or
transferee of an interest under this Agreement pursuant to Section 1.13 or
13.04(b) (unless the respective Lender was already a Lender hereunder
immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Lender, (i) two accurate and complete original
signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with
respect to a complete exemption under an income tax treaty) (or successor forms)
certifying to such Lender's entitlement as of such date to a complete exemption
from United States withholding tax with respect to payments to be made under
this Agreement and under any Note, or (ii) if the Lender is not a "bank" within
the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either
Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete
exemption under an income tax treaty) (or any successor forms) pursuant to
clause (i) above, (x) a certificate substantially in the form of Exhibit D (any
such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and
complete original signed copies of Internal Revenue Service Form W-8BEN (with
respect to the portfolio interest exemption) (or successor form) certifying to
such Lender's entitlement as of such date to a complete exemption from United
States withholding tax with respect to payments of interest to be made under
this Agreement and under any Note. In addition, each Lender agrees that from
time to time after the Effective Date, when a lapse in time or change in
circumstances renders the previous certification obsolete or inaccurate in any
material respect, such Lender will deliver to the Borrower and the
Administrative Agent two new accurate and complete original signed copies of
Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits
of any income tax treaty), or Form W-8BEN (with respect to the portfolio
interest exemption) and a Section 4.04(b)(ii) Certificate, as the case may be,
and such other forms as may be required in order to confirm or establish the
entitlement of such Lender to a continued exemption from or reduction in United
States withholding tax with respect to payments under this Agreement and any
Note, or such Lender shall immediately notify the Borrower and the
Administrative Agent of its inability to deliver any such Form or Certificate,
in which case such Lender shall not be required to deliver any such Form or
Certificate pursuant to this Section 4.04(b). Notwithstanding anything to the
contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the
immediately succeeding sentence, (x) the Borrower shall be entitled, to the
extent it is required to do so by law, to deduct or withhold income or similar
taxes imposed by the United States (or any political subdivision or taxing
authority thereof or therein) from interest, Fees or other amounts payable
hereunder for the account of any Lender which is not a United States person (as
such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income
tax purposes to the extent that such Lender has not provided to the Borrower
U.S. Internal Revenue Service Forms that establish a complete exemption from
such deduction or withholding and (y) the Borrower shall not be obligated
pursuant to Section 4.04(a) to gross-up payments to be made to a Lender in
respect of income or similar taxes imposed by the United States if (I) such
Lender has not provided to the Borrower the Internal Revenue Service Forms
required to be provided to the Borrower pursuant to this Section 4.04(b) or (II)
in the case of a payment, other than interest, to a Lender described in clause
(ii) above, to the extent that such forms do not establish a complete exemption
from withholding of such taxes. Notwithstanding anything to the contrary
contained


                                      -39-
<PAGE>


in the preceding sentence or elsewhere in this Section 4.04 and except as set
forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and
to indemnify each Lender in the manner set forth in Section 4.04(a) (without
regard to the identity of the jurisdiction requiring the deduction or
withholding) in respect of any amounts deducted or withheld by it as described
in the immediately preceding sentence as a result of any changes after the
Effective Date in any applicable law, treaty, governmental rule, regulation,
guideline or order, or in the interpretation thereof, relating to the deducting
or withholding of income or similar taxes.

                  SECTION 5. Conditions Precedent to Credit Events on the
Initial Borrowing Date. The obligation of each Lender to make Loans, the
obligation of each CL Lender to fund its Credit-Linked Deposit and the
obligation of each Issuing Lender to issue Letters of Credit, in each case on
the Initial Borrowing Date, is subject at the time of the making of such Loans,
the funding of such Credit-Linked Deposits or the issuance of such Letters of
Credit to the satisfaction of the following conditions:

                  5.01 Effective Date; Notes. On or prior to the Initial
Borrowing Date, (i) the Effective Date shall have occurred and (ii) there shall
have been delivered to the Administrative Agent for the account of each of the
Lenders that has requested same the appropriate Initial Term Note and/or
Revolving Note executed by the Borrower and, if requested by the Swingline
Lender, the Swingline Note executed by the Borrower, in each case in the amount,
maturity and as otherwise provided herein.

                  5.02 Officer's Certificate. On the Initial Borrowing Date, the
Administrative Agent shall have received a certificate, dated the Initial
Borrowing Date and signed on behalf of the Borrower by the chairman of the
board, the chief executive officer, the chief financial officer, the treasurer,
the president or any vice president of the Borrower, certifying on behalf of the
Borrower that all of the conditions in Sections 5.05, 5.06, 5.07, 5.08, 5.09,
5.18, and 6.01 have been satisfied on such date.

                  5.03 Opinions of Counsel. On the Initial Borrowing Date, the
Administrative Agent shall have received (i) from Fulbright & Jaworski LLP,
special counsel to the Credit Parties, an opinion addressed to the
Administrative Agent, the Collateral Agent and each of the Lenders and dated the
Initial Borrowing Date covering the matters set forth in Exhibit E-1 and such
other matters incident to the transactions contemplated herein as any Agent may
reasonably request, (ii) from Daniel Churay, General Counsel and Secretary of
the Borrower, an opinion addressed to the Administrative Agent, the Collateral
Agent and each of the Lenders and dated the Initial Borrowing Date covering the
matters set forth in Exhibit E-2 and such other matters incident to the
transactions contemplated herein as the Administrative Agent may reasonably
request and (iii) from such local counsel as may be reasonably requested by the
Administrative Agent, which opinions shall cover the perfection of security
interests granted pursuant to the Mortgages and the Security Agreement and shall
be in form and substance reasonably satisfactory to the Administrative Agent.

                  5.04 Corporate Documents; Proceedings; etc. (a) On the Initial
Borrowing Date, the Administrative Agent shall have received a certificate from
each Credit Party, dated the Initial Borrowing Date, signed by the chairman of
the board, the chief executive officer, the treasurer, the president or any vice
president of such Credit Party, and attested to by the secretary


                                      -40-
<PAGE>


or any assistant secretary of such Credit Party, in the form of Exhibit F with
appropriate insertions, together with copies of the certificate or articles of
incorporation and by-laws (or equivalent organizational documents), as
applicable, of such Credit Party and the resolutions of such Credit Party
referred to in such certificate, and each of the foregoing shall be in form and
substance reasonably acceptable to the Administrative Agent.

                  (b) On the Initial Borrowing Date, all corporate, partnership,
limited liability company and legal proceedings and all instruments and
agreements in connection with the transactions contemplated by this Agreement
and the other Credit Documents shall be reasonably satisfactory in form and
substance to the Administrative Agent, and the Administrative Agent shall have
received all information and copies of all documents and papers, including
records of corporate proceedings, governmental approvals, good standing
certificates and bring-down telegrams or facsimiles, if any, which the
Administrative Agent may have reasonably requested in connection therewith, such
documents and papers where appropriate to be certified by proper corporate,
partnership, limited liability company or governmental authorities.

                  5.05 Refinancing, etc. (a) On or prior to the Initial
Borrowing Date, the total commitments pursuant to the Existing Credit Agreements
shall have been terminated, and all loans and notes with respect thereto shall
have been repaid in full (together with interest thereon), all letters of credit
issued thereunder shall have been terminated (or either (i) incorporated as
Letters of Credit under this Agreement or (ii) supported by a Letter of Credit
in favor of the respective letter of credit issuer in a manner reasonably
acceptable to the Administrative Agent as set forth on Schedule 2.01(a) (each
such letter of credit a "Backstopped Letter of Credit" and collectively, the
"Backstopped Letters of Credit")) and all other amounts owing pursuant to the
Existing Credit Agreements shall have been repaid in full. The creditors in
respect of the Existing Credit Agreements shall have terminated and released all
security interests in and Liens on the assets of the Borrower and its
Subsidiaries created pursuant to the security documentation relating to the
Existing Credit Agreements, and such creditors shall have returned to the
Borrower and the other Credit Parties all certificated capital stock and
promissory notes pledged under the Existing Credit Agreement and the
Administrative Agent shall have received evidence, in form and substance
reasonably satisfactory to it, that the matters set forth in this Section
5.05(a) have been satisfied as of the Initial Borrowing Date.

                  (b) On or prior to the Initial Borrowing Date, the Borrower
shall have, and shall have caused Roadway Funding, Inc. to have, delivered a
notice terminating the receivables facilities to which it is a party, with all
outstanding amounts thereunder to be repaid within 2 days after the Initial
Borrowing Date.

                  (c) On or prior to the Initial Borrowing Date, the
Administrative Agent shall have received a supplemental indenture to the Roadway
Bond Indenture providing that (i) the Borrower shall guaranty the obligations of
Roadway under the Roadway Bonds and (ii) Roadway LLC shall assume all of the
obligations of Roadway in accordance with Section 5.01 of the Roadway Bond
Indenture, which supplemental indenture shall be in form and substance
reasonably satisfactory to the Agents and shall be in full force and effect on
the Initial Borrowing Date.


                                      -41-
<PAGE>


                  5.06 Existing Cash. On the Initial Borrowing Date immediately
prior to giving effect to the Transaction, the Borrower and its Subsidiaries
shall have at least $500,000,000 of unrestricted cash on hand (the "Cash on
Hand").

                  5.07 Yellow Receivables Facility Amendment. On the Initial
Borrowing Date, an amendment to the Yellow Receivables Facility, in form and
substance satisfactory to the Administrative Agent, shall be in full force and
effect.

                  5.08 Consummation of the Merger. On the Initial Borrowing
Date, (x) the Merger Agreement (together with all exhibits and schedules
thereto), shall be in the form executed on July 8, 2003, with any additions or
changes thereto or waivers of the terms thereof to be in form and substance
reasonably satisfactory to the Administrative Agent and the Required Lenders,
(y) the Merger Agreement shall be in full force and effect and all of the
conditions precedent to the consummation of the Merger (other than the condition
contained in Section 6.1(d) of the Merger Agreement) as set forth in the Merger
Agreement shall have been satisfied (and not waived, except with consent of the
Administrative Agent) to the reasonable satisfaction of the Administrative Agent
and (z) the Merger shall have been consummated in accordance in all material
respects with the terms and conditions of the Merger Agreement and all
applicable laws.

                  5.09 Cash Sufficient to Close. On or prior to the Initial
Borrowing Date, the Cash on Hand, when aggregated with the cash proceeds of the
issuance or incurrence of the Initial Term Loans, shall be sufficient to
consummate the Transaction and to pay all fees and expenses arising in
connection therewith.

                  5.10 Adverse Change, Approvals. (a) Since December 31, 2002,
nothing shall have occurred (and neither the Administrative Agent nor the
Required Lenders shall have become aware of any facts or conditions not
previously known) which the Administrative Agent or the Required Lenders shall
determine has had, or could reasonably be expected to have, a Material Adverse
Effect.

                  (b) On or prior to the Initial Borrowing Date, all necessary
governmental (domestic and foreign) and third party approvals and/or consents in
connection with the Transaction, the other transactions contemplated hereby and
the granting of Liens under the Credit Documents shall have been obtained and
remain in effect, and all applicable waiting periods with respect thereto shall
have expired without any action being taken by any competent authority which, in
the judgment of the Administrative Agent, restrains, prevents or imposes
materially adverse conditions upon the consummation of the Transaction or the
other transactions contemplated by the Credit Documents or otherwise referred to
herein or therein. On the Initial Borrowing Date, there shall not exist any
judgment, order, injunction or other restraint issued or filed or a hearing
seeking injunctive relief or other restraint pending or notified prohibiting or
imposing materially adverse conditions upon the Transaction or the other
transactions contemplated by the Credit Documents or otherwise referred to
herein or therein.

                  5.11 Litigation. On the Initial Borrowing Date, there shall be
no actions, suits or proceedings pending or threatened (i) with respect to this
Agreement or any other Credit Document, (ii) with respect to the Merger
Agreement or (iii) which the Administrative Agent or


                                      -42-
<PAGE>


the Required Lenders shall determine has had, or could reasonably be expected to
have, a Material Adverse Effect.

                  5.12 Pledge Agreement. On or prior to the Initial Borrowing
Date, each Credit Party shall have duly authorized, executed and delivered the
Pledge Agreement in the form of Exhibit G (as amended, modified or supplemented
from time to time, the "Pledge Agreement") and shall have delivered to the
Collateral Agent, as Pledgee thereunder, all of the Pledge Agreement Collateral
referred to therein and then owned by such Credit Party, (x) endorsed in blank
in the case of promissory notes constituting Pledge Agreement Collateral and (y)
together with executed, blank and undated endorsements for transfer in the case
of equity interests constituting certificated Pledge Agreement Collateral, along
with evidence that all other actions necessary or, in the reasonable opinion of
the Collateral Agent, desirable, to perfect the security interests purported to
be created by the Pledge Agreement have been taken and the Pledge Agreement
shall be in full force and effect.

                  5.13 Security Agreement. On or prior to the Initial Borrowing
Date, each Credit Party shall have duly authorized, executed and delivered the
Security Agreement in the form of Exhibit H (as amended, modified or
supplemented from time to time, the "Security Agreement") covering all of such
Credit Party's Security Agreement Collateral, together with:

                  (i) proper financing statements (Form UCC-1 or the equivalent)
         authorized for filing under the UCC or other appropriate filing offices
         of each jurisdiction as may be necessary or, in the reasonable opinion
         of the Collateral Agent, desirable, to perfect the security interests
         purported to be created by the Security Agreement;

                  (ii) certified copies of requests for information or copies
         (Form UCC-11), or equivalent reports as of a recent date, listing all
         effective financing statements that name the Borrower or any Subsidiary
         Guarantor as debtor and that are filed in the jurisdictions referred to
         in clause (i) above and in such other jurisdictions in which material
         Collateral is located on the Initial Borrowing Date, together with
         copies of such financing statements that name the Borrower or any
         Subsidiary Guarantor as debtor (none of which shall cover any of the
         Collateral except (x) to the extent evidencing Permitted Liens or (y)
         those in respect of which the Collateral Agent shall have received
         termination statements (Form UCC-3) or such other termination
         statements as shall be required by local law authorized for filing) or
         arrangements therefor reasonably satisfactory to the Collateral Agent
         have been made;

                  (iii) evidence of the completion of or arrangements therefor
         reasonably satisfactory to the Collateral Agent for all other
         recordings and filings of, or with respect to, the Security Agreement
         as may be necessary or, in the reasonable opinion of the Collateral
         Agent, desirable, to perfect the security interests intended to be
         created by the Security Agreement; and

                  (iv) evidence that all other actions necessary or, in the
         reasonable opinion of the Collateral Agent, desirable to perfect and
         protect the security interests purported to be created by the Security
         Agreement have been taken, and the Security Agreement shall be in full
         force and effect.


                                      -43-
<PAGE>


                  5.14 Mortgage; Title Insurance; etc. On or prior to the
Initial Borrowing Date, the Collateral Agent shall have received:

                  (i) fully executed counterparts of the Mortgages, in each case
         in form and substance reasonably satisfactory to the Administrative
         Agent, which Mortgages shall cover the Real Property owned and/or
         leased by the Borrower and/or its Subsidiaries and designated as the
         "Mortgaged Properties" on Schedule 5.14, together with evidence that
         counterparts of such Mortgages have been delivered to the title
         insurance company insuring the Lien of each such Mortgage for recording
         in all places to the extent necessary or, in the reasonable opinion of
         the Collateral Agent desirable, to effectively create a valid and
         enforceable first priority mortgage lien, subject only to Liens
         permitted under Sections 9.01(i), (ii), (iii), (v), (viii), and (xiii),
         on the Mortgaged Property described therein in favor of the Collateral
         Agent (or such other trustee as may be required or desired under local
         law) for the benefit of the Secured Creditors;

                  (ii) a Mortgage Policy relating to each Mortgage on each
         Mortgaged Property referred to above issued by a title insurer
         reasonably satisfactory to the Collateral Agent and in an amount
         reasonably satisfactory to the Collateral Agent and assuring the
         Collateral Agent that such Mortgage on each such Mortgaged Property is
         a valid and enforceable first priority mortgage lien on the respective
         such Mortgaged Property, free and clear of all defects and encumbrances
         except Liens permitted under Sections 9.01(i), (ii), (v), (viii), and
         (xiii), and each such Mortgage Policy shall otherwise be in form and
         substance reasonably satisfactory to the Collateral Agent and shall
         include, if available in any particular State and as appropriate, an
         endorsement for future advances under this Agreement and the Notes and
         for any other matter that the Collateral Agent in its discretion may
         reasonably request, shall not include a survey exception or an
         exception for mechanics' liens (unless exceptions are not allowed to be
         omitted from the Mortgage Policy by the applicable laws governing title
         insurance in the state in which such Mortgaged Property is located or,
         in the case of survey exceptions, such exceptions as are otherwise
         agreed by the Collateral Agent), and shall provide for such affirmative
         insurance, coinsurance and reinsurance as the Collateral Agent in its
         discretion may reasonably request; and

                  (iii) flood certificates covering each Mortgaged Property
         certifying whether or not each such Mortgaged Property lies in an area
         of flood hazard (with reference to the applicable FEMA (Federal
         Emergency Management Agency) map) in form and substance reasonably
         satisfactory to the Collateral Agent.

                  5.15 Subsidiaries Guaranties. On or prior to the Initial
Borrowing Date, each Subsidiary Guarantor shall have duly authorized, executed
and delivered the Subsidiaries Guaranty in the form of Exhibit I (as amended,
modified or supplemented from time to time, the "Subsidiaries Guaranty"), and
the Subsidiaries Guaranty shall be in full force and effect.

                  5.16 Pro Forma Balance Sheet; Projections. On or prior to the
Initial Borrowing Date, the Administrative Agent shall have received true and
correct copies of the pro forma financial statements, interim financial
statements and the Projections referred to in Sections 7.05(a) and (d) and
interim financial statements for each month ended after September


                                      -44-
<PAGE>


30, 2003, which pro forma financial statements shall demonstrate, to the
Administrative Agent and the Required Lenders reasonable satisfaction that (x)
Consolidated EBITDA for the Borrower and its Subsidiaries for the twelve-month
period ended March 31, 2003 is at least $330,000,000 and (y) the covenants
contained in Sections 9.08, 9.09, 9.10 and 9.11 will be satisfied on a pro forma
basis after giving effect to the Transaction.

                  5.17 Solvency; Insurance Certificates. On the Initial
Borrowing Date, the Administrative Agent shall have received:

                  (i) a solvency certificate from the chief financial officer of
         the Borrower in the form of Exhibit J; and

                  (ii) certificates of insurance complying with the requirements
         of Section 8.03 for the business and properties of the Credit Parties,
         in form and substance reasonably satisfactory to the Administrative
         Agent and naming the Collateral Agent as an additional insured and/or
         as loss payee, and stating that such insurance shall not be canceled
         without the insurer giving written notice to the Collateral Agent as
         contemplated by Section 8.03(b).

                  5.18 Existing Indebtedness. On the Initial Borrowing Date and
after giving effect to the Transaction and the Loans then incurred, neither the
Borrower nor any of its Subsidiaries shall have any preferred stock or
Indebtedness outstanding except for (i) the Loans and any Letter of Credit
issued or outstanding on the Initial Borrowing Date, (ii) the Senior Notes,
(iii) the Yellow Industrial Development Bonds, (iv) the Yellow Receivables
Facility, (v) Indebtedness permitted pursuant to Section 9.04 and (vi) the other
Indebtedness set forth on Schedule 5.18 hereto (the "Existing Indebtedness"),
with all of the Existing Indebtedness set forth on Schedule 5.18 to be
reasonably satisfactory to the Administrative Agent as to amount and material
terms and conditions.

                  5.19 Fees, etc. On the Initial Borrowing Date, the Borrower
shall have paid to the Administrative Agent and each Lender all costs, fees and
expenses (including, without limitation, legal fees and expenses) and other
compensation contemplated hereby payable to the Administrative Agent or such
Lender to the extent then due.

                  SECTION 6. Conditions Precedent to All Credit Events. The
obligation of each Lender to make Loans (including Loans made on the Initial
Borrowing Date), and the obligation of each Issuing Lender to issue Letters of
Credit (including Letters of Credit issued on the Initial Borrowing Date), is
subject, at the time of each such Credit Event (except as hereinafter
indicated), to the satisfaction of the following conditions:

                  6.01 No Default; Representations and Warranties. At the time
of each such Credit Event and also after giving effect thereto (i) there shall
exist no Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of such Credit Event (it being understood
and agreed that any representation or warranty (i) which by its terms is made as
of a specified date shall be required to be true and correct in all material
respects only as of such


                                      -45-
<PAGE>


specified date and (ii) which relates to the Documents (other than the Credit
Documents) shall be required to be true in all material respects only as of the
Initial Borrowing Date).

                  6.02 Notice of Borrowing; Letter of Credit Request. (a) Prior
to the making of each Loan (other than a Swingline Loan or a Revolving Loan made
pursuant to a Mandatory Borrowing), the Administrative Agent shall have received
a Notice of Borrowing meeting the requirements of Section 1.03(a). Prior to the
making of each Swingline Loan, the Swingline Lender shall have received the
notice referred to in Section 1.03(b)(i).

                  (b) Prior to the issuance of each Letter of Credit, the
Administrative Agent and the respective Issuing Lender shall have received a
Letter of Credit Request meeting the requirements of Section 2.03(a).

                  6.03 No Excess Cash. The obligation of each Lender to make
Revolving Loans, and the obligation of the Swingline Lender to make Swingline
Loans, in each case, shall be subject to the satisfaction of the condition that
at the time of each such making of a Revolving Loan or Swingline Loan and
immediately after giving effect thereto, the Borrower and its Subsidiaries shall
not hold cash and Cash Equivalents in an aggregate amount (after giving effect
to the incurrence of such Credit Event and the application of proceeds therefrom
and the application of any other cash or Cash Equivalents on hand (to the extent
such proceeds and/or other cash or Cash Equivalents are actually utilized by the
Borrower and/or any other Subsidiary of the Borrower on the respective date of
incurrence of the respective Credit Event for a permitted purpose other than an
investment in Cash Equivalents)) in excess of the Ordinary Cash on Hand
Requirement.

                  The acceptance of the benefits of each Credit Event shall
constitute a representation and warranty by the Borrower to the Administrative
Agent and each of the Lenders that all the conditions specified in Section 5
(with respect to Credit Events on the Initial Borrowing Date) and in this
Section 6 (with respect to Credit Events on or after the Initial Borrowing Date)
and applicable to such Credit Event are satisfied as of that time. All of the
Notes, certificates, legal opinions and other documents and papers referred to
in Section 5 and in this Section 6, unless otherwise specified, shall be
delivered to the Administrative Agent at the Notice Office for the account of
each of the Lenders and, except for the Notes, in sufficient counterparts or
copies for each of the Lenders and shall be in form and substance reasonably
satisfactory to the Administrative Agent and the Required Lenders.

                  SECTION 7. Representations, Warranties and Agreements. In
order to induce the Lenders to enter into this Agreement and to make the Loans
and fund the Credit-Linked Deposits, and issue (or participate in) the Letters
of Credit, in each case as provided herein, the Borrower makes the following
representations, warranties and agreements, in each case after giving effect to
the Transaction, all of which shall survive the execution and delivery of this
Agreement and the Notes and the making of the Loans, the funding of the
Credit-Linked Deposits and the issuance of the Letters of Credit, with the
occurrence of each Credit Event on or after the Initial Borrowing Date being
deemed to constitute a representation and warranty that the matters specified in
this Section 7 are true and correct in all material respects on and as of the
Initial Borrowing Date and on the date of each such other Credit Event (it being
understood and agreed that any representation or warranty (i) which by its terms
is made as of a specified date


                                      -46-
<PAGE>


shall be required to be true and correct in all material respects only as of
such specified date and (ii) which relates to the Documents (other than the
Credit Documents) shall be required to be true in all material respects only as
of the Initial Borrowing Date).

                  7.01 Organizational Status. Each of the Borrower and each of
its Subsidiaries (i) is a duly organized and validly existing corporation,
partnership or limited liability company, as the case may be, in good standing
under the laws of the jurisdiction of its organization, (ii) has the corporate,
partnership or limited liability company power and authority, as the case may
be, to own its property and assets and to transact the business in which it
presently is or proposes to be engaged and (iii) is duly qualified and is
authorized to do business and is in good standing in each jurisdiction where the
ownership, leasing or operation of its property or the conduct of its business
requires such qualifications except for failures to be so qualified, authorized
or in good standing which, either individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

                  7.02 Power and Authority. Each Credit Party has the corporate,
partnership or limited liability company power and authority, as the case may
be, to execute, deliver and perform the obligations of each of the Documents to
which it is party and has taken all necessary corporate, partnership or limited
liability company action, as the case may be, to authorize the execution,
delivery and performance by it of each of such Documents. Each Credit Party has
duly executed and delivered each of the Credit Documents to which it is party,
and each of such Documents constitutes its legal, valid and binding obligation
enforceable in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally, and by equitable principles (regardless of whether enforcement is
sought in equity or at law).

                  7.03 No Violation. Neither the execution, delivery or
performance by any Credit Party of the Documents to which it is a party, nor
compliance by it with the terms and provisions thereof, (i) will contravene any
provision of any law, statute, rule or regulation or any order, writ, injunction
or decree of any court or governmental instrumentality, except, with respect to
the Merger Agreement only, where such violation could not be reasonably expected
to have a Material Adverse Effect, (ii) will conflict with or result in any
breach of any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien (except pursuant to the Security
Documents) upon any of the property or assets of any Credit Party or any of its
Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust,
credit agreement or loan agreement, or any other material agreement, contract or
instrument, in each case to which any Credit Party or any of its Subsidiaries is
a party or by which it or any its property or assets is bound or to which it may
be subject, except, with respect to the Merger Agreement only, for such
conflicts or breaches which could not be reasonably expected to have a Material
Adverse Effect, or (iii) will violate any provision of the certificate or
articles of incorporation, certificate of formation, limited liability company
agreement or by-laws (or equivalent organizational documents), as applicable, of
any Credit Party or any of its Subsidiaries.

                  7.04 Approvals. No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with, or
exemption by (except for (x) those that have


                                      -47-
<PAGE>


otherwise been obtained or made on or prior to the Initial Borrowing Date and
which remain in full force and effect on the Initial Borrowing Date and (y) such
filings (if any) as may be required to perfect the Liens created pursuant to the
applicable Security Documents (which filings have been made to the extent that
this representation and warranty is made (or deemed made) on or after the 10th
day after the execution and delivery of such Security Documents)), any
governmental or public body or authority, or any subdivision thereof, is
required to be obtained or made by, or on behalf of, any Credit Party to
authorize, or is required to be obtained or made by, or on behalf of, any Credit
Party in connection with, (i) the execution, delivery and performance of any
Document or (ii) the legality, validity, binding effect or enforceability of any
such Document except, in the case of the Merger Agreement only, where the
failure to obtain or make could not be reasonably expected to have a Material
Adverse Effect.

                  7.05 Financial Statements; Financial Condition; Undisclosed
Liabilities; Projections. (a) (i) The Borrower has furnished or caused to be
furnished prior to the Effective Date the consolidated balance sheets of Yellow
Corporation for its fiscal years ended December 31, 2000, 2001 and 2002,
respectively and nine-month period ended September 30, 2003, and the related
consolidated statements of income and cash flows of Yellow Corporation for its
fiscal year and nine-month period, as the case may be, ended on such dates,
which, in the case of the annual financial statements, have been audited by KPMG
LLP, independent certified public accountants, who delivered an unqualified
opinion in respect therewith, and in all cases present fairly in all material
respects the consolidated financial position of Yellow Corporation at the dates
of such balance sheets and the consolidated results of the operations of Yellow
Corporation for the periods covered thereby in accordance with GAAP consistently
applied, except (x) to the extent provided in the notes to said financial
statements and (y) in the case of the aforementioned nine-month interim
financial statements, for normal year-end audit adjustments and the absence of
footnotes.

                  (ii) The Borrower has furnished or caused to be furnished
prior to the Effective Date the consolidated balance sheets of Roadway for its
fiscal years ended December 31, 2000, 2001 and 2002, respectively and thirty-six
week period ended September 13, 2003, and the related consolidated statements of
income and cash flows of Roadway for its fiscal years and thirty-six week
period, as the case may be, ended on such dates, which, in the case of the
annual financial statements, have been audited by Ernst & Young LLP, independent
certified public accountants, who delivered an unqualified opinion in respect
therewith, and in all cases present fairly in all material respects the
consolidated financial position of Roadway at the dates of such balance sheets
and the consolidated results of the operations of Roadway for the periods
covered thereby in accordance with GAAP consistently applied, except (x) to the
extent provided in the notes to said financial statements and (y) in the case of
the aforementioned thirty-six week interim financial statements, for normal
year-end audit adjustments and the absence of footnotes.

                  (iii) The pro forma consolidated balance sheet and related
statements of income of the Borrower as of September 30, 2003 and for the
twelve-month period then ended, a copy of which has been furnished to the
Lenders prior to the Effective Date, presents fairly in all material respects,
subject to the assumptions and qualifications set forth therein the pro forma
consolidated financial position of the Borrower as of such date after giving
effect to the Transaction as if same had occurred on such date and the pro forma
consolidated results of operations for the period covered thereby.


                                      -48-
<PAGE>


                  (b) On and as of the Initial Borrowing Date and after giving
effect to the Transaction and to all Indebtedness (including, without
duplication, the Loans) being incurred or assumed and Liens created by the
Credit Parties in connection therewith, (i) the sum of the assets, at a fair
valuation, of the Borrower on a stand-alone basis and of the Borrower and its
Subsidiaries taken as a whole will exceed their respective debts, (ii) each of
the Borrower on a stand-alone basis and the Borrower and its Subsidiaries taken
as a whole have not incurred and do not intend to incur, and do not believe that
they will incur, debts beyond their respective ability to pay such debts as such
debts mature, and (iii) the Borrower on a stand-alone basis and the Borrower and
its Subsidiaries taken as a whole will not have unreasonably small capital with
which to conduct their respective businesses as such businesses are now
conducted and are proposed to be conducted after the date hereof. For purposes
of this Section 7.05(b), "debt" means any liability on a claim, and "claim"
means (a) right to payment, whether or not such a right is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable
remedy for breach of performance if such breach gives rise to a payment, whether
or not such right to an equitable remedy is reduced to judgment, fixed,
contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The
amount of contingent liabilities at any time shall be computed as the amount
that, in the light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.

                  (c) Except as disclosed in the financial statements delivered
pursuant to Section 7.05(a) and except for the Obligations, there were as of the
Initial Borrowing Date no liabilities or obligations with respect to the
Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute,
accrued, contingent or otherwise and whether or not due) which, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. As of the Initial Borrowing Date, the Borrower knows of
no basis for the assertion against it or any of its Subsidiaries of any
liability or obligation of any nature whatsoever that is not disclosed in the
financial statements delivered pursuant to Section 7.05(a) or referred to in the
immediately preceding sentence which, either individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.

                  (d) The Projections delivered to the Administrative Agent and
the Lenders prior to the Effective Date have been prepared in good faith and are
based on assumptions believed by the Borrower to be reasonable at the time made
(which assumptions remain reasonable on the Initial Borrowing Date), it being
recognized by the Lenders, however, that projections as to future events are not
to be viewed as facts and that the actual results during the period or periods
covered by the Projections may differ from the projected results and such
differences may be material.

                  (e) Since December 31, 2002, there has been no change in the
condition (financial or otherwise), business, operations, property, assets,
liabilities or prospects of the Borrower or any of its Subsidiaries that has
had, or could reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.

                  7.06 Litigation. There are no actions, suits or proceedings
pending or, to the knowledge of the Borrower, threatened (i) with respect to any
Credit Document, (ii) with respect


                                      -49-
<PAGE>



to the Merger Agreement on the Initial Borrowing Date or (iii) that could
reasonably be expected, either individually or in the aggregate, to have a
Material Adverse Effect.

                  7.07 True and Complete Disclosure. All factual information
(taken as a whole) furnished by or on behalf of the Borrower in writing to
Administrative Agent or any Lender (including, without limitation, all
information contained in the Credit Documents) for purposes of or in connection
with this Agreement, the other Credit Documents or any transaction contemplated
herein or therein is, and all other such factual information (taken as a whole)
hereafter furnished by or on behalf of the Borrower in writing to the
Administrative Agent or any Lender will be, true and accurate in all material
respects on the date as of which such information is dated or certified and not
incomplete by omitting to state any fact necessary to make such information
(taken as a whole) not misleading in any material respect at such time in light
of the circumstances under which such information was provided.

                  7.08 Use of Proceeds; Margin Regulations. (a) All proceeds of
the Initial Term Loans will be used by the Borrower to finance, in part, the
Merger and the Refinancing and to pay the fees and expenses relating to the
Transaction.

                  (b) All proceeds of the Revolving Loans, Incremental Term
Loans and the Swingline Loans will be used for the working capital and general
corporate purposes (including, without limitation the funding of Permitted
Acquisitions and Capital Expenditures) of the Borrower and its Subsidiaries;
provided that no Revolving Loans or Swingline Loans may be used to effect the
Refinancing or to pay any fees and expenses related to the Transaction.

                  (c) No part of any Credit Event (or the proceeds thereof) will
be used to purchase or carry any Margin Stock or to extend credit for the
purpose of purchasing or carrying any Margin Stock. Neither the making of any
Loan nor the use of the proceeds thereof nor the occurrence of any other Credit
Event will violate or be inconsistent with the provisions of Regulation T, U or
X of the Board of Governors of the Federal Reserve System.

                  7.09 Tax Returns and Payments. The Borrower and each of its
Subsidiaries has timely filed or caused to be timely filed with the appropriate
taxing authority all federal, state and other material returns, statements,
forms and reports for taxes (the "Returns") required to be filed by, or with
respect to the income, properties or operations of, the Borrower and/or any of
its Subsidiaries. The Returns accurately reflect in all material respects all
liability for taxes of the Borrower and its Subsidiaries for the periods covered
thereby. The Borrower and each of its Subsidiaries has paid all taxes and
assessments payable by it which have become due, other than those that are
immaterial and those being contested in good faith and adequately disclosed and
fully provided for on the financial statements of the Borrower and its
Subsidiaries in accordance with GAAP. Except as provided on Schedule 7.09, there
is no action, suit, proceeding, investigation, audit or claim now pending or, to
the best knowledge of the Borrower, threatened by any authority regarding any
taxes relating to the Borrower or any of its Subsidiaries that, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. Except as provided on Schedule 7.09, as of the Initial
Borrowing Date, neither the Borrower nor any of its Subsidiaries has entered
into an agreement or waiver or been requested to enter into an agreement or
waiver extending any statute of limitations relating to the payment or
collection of taxes of the Borrower or any of its Subsidiaries, or is aware of
any circumstances that would


                                      -50-
<PAGE>


cause the taxable years or other taxable periods of the Borrower or any of its
Subsidiaries not to be subject to the normally applicable statute of
limitations.

                  7.10 Compliance with ERISA. (a) Schedule 7.10 sets forth, as
of the Initial Borrowing Date, the name of each Welfare Benefit Plan that
provides benefits to former employees (other than as required under Section 601
of ERISA or other than the full cost of which is borne by former employees),
each Plan and each Multiemployer Plan. Each Plan and each Welfare Benefit Plan
(and each related trust, insurance contract or fund) is in compliance with its
terms and with all applicable laws, including, without limitation, ERISA and the
Code, except as could not reasonably be expected to have a Material Adverse
Effect individually or in the aggregate; each Plan (and each related trust, if
any) which is intended to be qualified under Section 401(a) of the Code (i) has
received a determination letter since January 1, 2002 from the Internal Revenue
Service to the effect that it meets the requirements of Sections 401(a) and
501(a) of the Code, (ii) has applied for, prior to the expiration of the
requisite remedial amendment period, and has not yet received a response from
the Internal Revenue Service or (iii) still has a remaining period of time to
apply for a determination letter from the Internal Revenue Service; no
Reportable Event has occurred that could reasonably be expected to have a
Material Adverse Effect individually or in the aggregate; to the knowledge of
the chief executive officer or the chief financial officer of the Borrower, no
Multiemployer Plan is insolvent or in reorganization except as could not be
reasonably expected to have a Material Adverse Effect either individually or in
the aggregate; no Plan that is subject to Title IV of ERISA has an Unfunded
Current Liability which, when added to the aggregate amount of Unfunded Current
Liabilities with respect to all other Plans, exceeds $75,000,000; no Plan which
is subject to Section 412 of the Code or Section 302 of ERISA has an accumulated
funding deficiency, within the meaning of such sections of the Code or ERISA, or
has applied for or received a waiver of an accumulated funding deficiency or an
extension of any amortization period, within the meaning of Section 412 of the
Code or Section 303 or 304 of ERISA, in each case, except as could not
reasonably be expected to have a Material Adverse Effect individually or in the
aggregate; all contributions required to be made by the Borrower, a Subsidiary
of the Borrower or an ERISA Affiliate with respect to each Plan, Welfare Benefit
Plan and Multiemployer Plan have been timely made, except where the failure to
timely contribute could not reasonably be expected to have a Material Adverse
Effect individually or in the aggregate; none of the Borrower, any Subsidiary of
the Borrower or any ERISA Affiliate has incurred any liability (including any
indirect, contingent or secondary liability) to or on account of a Plan or to
the Borrower's knowledge, a Multiemployer Plan, pursuant to Section 409, 502(i),
502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section
401(a)(29), 4971 or 4975 of the Code that could reasonably be expected to have a
Material Adverse Effect individually or in the aggregate and no condition exists
which presents a material risk to the Borrower or any Subsidiary of the Borrower
or any ERISA Affiliate of incurring such a liability with respect to a Plan; no
proceedings have been instituted by the PBGC to terminate or appoint a trustee
to administer any Plan that could reasonably be expected to have a Material
Adverse Effect individually or in the aggregate; no action, suit, proceeding,
hearing, audit or investigation with respect to the administration, operation or
the investment of assets of any Plan (other than a Foreign Pension Plan), a
Welfare Benefit Plan or, to the knowledge of the chief executive officer or
chief financial officer of the Borrower, Multiemployer Plan (other than routine
claims for benefits) is pending, or, to the Borrower's knowledge, threatened
that could reasonably be expected to have a Material Adverse Effect individually
or in the aggregate; each group health plan (as defined in

                                      -51-
<PAGE>

Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) maintained by the
Borrower or any of its Subsidiaries or ERISA Affiliates which covers or has
covered employees or former employees of the Borrower, any Subsidiary of the
Borrower, or any ERISA Affiliate has at all times been operated in compliance
with the provisions of Part 6 of subtitle B of Title I of ERISA and Section
4980B of the Code except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect individually or in the aggregate; no
lien imposed under the Code or ERISA on the assets of the Borrower or any
Subsidiary of the Borrower or any ERISA Affiliate exists on account of any Plan
and no condition exists that could reasonably be expected to result in the
imposition of any such lien; no lien imposed under the Code or ERISA on the
assets of the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate
exists on account of any Multiemployer Plan and the Borrower and its
Subsidiaries do not maintain or contribute to any welfare benefit plan (as
defined in Section 3(1) of ERISA) which provides benefits to retired employees
or other former employees (other than as required by Section 601 of ERISA or
other than the full cost of which is borne by former employees), the obligations
with respect to which could reasonably be expected to have a Material Adverse
Effect on the ability of the Borrower to perform its obligations under this
Agreement..

                  (b) Each Foreign Pension Plan has been maintained in
substantial compliance with its terms and with the requirements of any and all
applicable laws, statutes, rules, regulations and orders and has been
maintained, where required, in good standing with applicable regulatory
authorities, except where the failure to do so could not be reasonably expected
to result in a Material Adverse Effect individually or in the aggregate. All
material contributions required to be made with respect to a Foreign Pension
Plan have been timely made except where the failure to timely contribute could
not reasonably be expected to have a Material Adverse Effect individually or in
the aggregate. Neither the Borrower nor any of its Subsidiaries has incurred any
obligation in connection with the termination of, or withdrawal from, any
Foreign Pension Plan except as could not reasonably be expected to have a
Material Adverse Effect individually or in the aggregate. Except as set forth on
Schedule 7.10(b), as of the Initial Borrowing Date the present value of the
accrued benefit liabilities (whether or not vested) under each Foreign Pension
Plan, determined as of the end of the Foreign Pension Plan's most recently ended
fiscal year for which a valuation was required on the basis of actuarial
assumptions that are reasonable in the aggregate, did not exceed the current
value of the assets of such Foreign Pension Plan allocable to such benefit
liabilities.

                  7.11 The Security Documents. (a) The security interests
created under the Pledge Agreement in favor of the Collateral Agent, as Pledgee,
for the benefit of the Secured Creditors, constitute perfected security
interests in the Pledge Agreement Collateral described in the Pledge Agreement
(to the extent that perfection is governed by the law of the United States, any
State thereof or the District of Columbia), subject to no security interests of
any other Person except for Permitted Liens.

                  (b) The provisions of the Security Agreement are effective to
create in favor of the Collateral Agent for the benefit of the Secured Creditors
a legal, valid and enforceable security interest in all right, title and
interest of the Credit Parties in the Security Agreement Collateral described
therein (to the extent that such matters are governed by the laws of the United
States, any State thereof or the District of Columbia), and, upon the filing of
appropriate financing statements under the UCC as enacted in any relevant
jurisdiction, the filing of the


                                      -52-
<PAGE>


Grants of Security Interest (as described in the Security Agreement) in the
respective forms attached to the Security Agreement or the Collateral Agent
obtaining possession or control (within the meaning of Section 9-314 of the New
York UCC) to the extent required by the Security Agreement, the Collateral
Agent, for the benefit of the Secured Creditors, will within 10 days have a
fully perfected security interest in all right, title and interest in all of the
Security Agreement Collateral described therein to the extent that the Security
Agreement Collateral consists of the type of property in which a security
interest may be perfected by possession or control, by filing a financing
statement under the UCC as enacted in any relevant jurisdiction and, as required
with respect to patents, registered trademarks and copyrights, by a filing of a
Grant of Security Interest in the respective form attached to the Security
Agreement in the United States Patent and Trademark Office or in the United
States Copyright Office, subject to no other Liens other than Permitted Liens.
The recordation, as required in any relevant jurisdiction, of (x) the Grant of
Security Interest in U.S. Patents, if applicable, and (y) the Grant of Security
Interest in U.S. Trademarks, if applicable, in the respective form attached to
the Security Agreement, in each case in the United States Patent and Trademark
Office, together with filings on Form UCC-1 made pursuant to the Security
Agreement, create, as may be perfected by such filings and recordation, a
perfected security interest in the United States trademarks and patents covered
by the Security Agreement, and the recordation of the Grant of Security Interest
in U.S. Copyrights, if applicable, in the form attached to the Security
Agreement with the United States Copyright Office, together with filings on Form
UCC-1 made pursuant to the Security Agreement, create, as may be perfected by
such filings and recordation, a perfected security interest in the United States
copyrights covered by the Security Agreement.

                  (c) Each Mortgage creates, as security for the obligations
purported to be secured thereby, a valid and enforceable perfected security
interest in and mortgage lien on the respective Mortgaged Property in favor of
the Collateral Agent (or such other trustee as may be required or desired under
local law) for the benefit of the Secured Creditors, superior and prior to the
rights of all third Persons (except that the security interest and mortgage lien
created on such Mortgaged Property may be subject to the Permitted Encumbrances
related thereto) and subject to no other Liens (other than those Liens permitted
under Sections 9.01(i), (ii), (iii), (v), (viii) and (xiii)).

                  7.12 Properties. All Real Property owned or leased by the
Borrower or any of its Subsidiaries as of the Initial Borrowing Date, and the
nature of the interest therein, is correctly set forth in Schedule 7.12. The
Borrower and each of its Subsidiaries has good and indefeasible title or a valid
subsisting leasehold interest in all material properties owned by it, including
all material properties reflected in the most recent historical balance sheets
referred to in Section 7.05(a) (except as sold or otherwise disposed of since
the date of such balance sheet in the ordinary course of business or as
permitted by the terms of this Agreement), free and clear of all Liens, other
than Permitted Liens.

                  7.13 Capitalization. On the Initial Borrowing Date, the
authorized capital stock of the Borrower consists of 120,000,000 shares of
common stock and 5,000,000 shares of preferred stock, $1.00 par value per share.
All outstanding shares of capital stock of the Borrower have been duly and
validly issued and are fully paid and non-assessable. On the Effective Date, the
Borrower does not have outstanding any capital stock or other securities
convertible into or exchangeable for its capital stock or any rights to
subscribe for or to purchase,


                                      -53-
<PAGE>


or any options for the purchase of, or any agreement providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to, its capital stock other than the 5% Convertible Senior
Notes, the GPS Option Agreements, the New Senior Notes and options and stock
awards granted under the Borrower's stock plans.

                  7.14 Subsidiaries; etc. (a) The Borrower has no Subsidiaries
other than (i) those Subsidiaries listed on Schedule 7.14 (which Schedule
identifies the direct owner of each such Subsidiary on the Initial Borrowing
Date and their percentage ownership therein) and (ii) new Subsidiaries created
or acquired after the Initial Borrowing Date in accordance with the terms of
this Agreement.

                  (b) Schedule 7.14 also sets forth, as of the Initial Borrowing
Date, the exact legal name of each Credit Party, the type of organization of
such Credit Party, whether or not such Credit Party is a registered organization
(within the meaning of the UCC in effect in the State of New York), the
jurisdiction of organization of such Credit Party, the location (within the
meaning of the New York UCC) of such Credit Party, and the organizational
identification number (if any) of such Credit Party.

                  7.15 Compliance with Statutes, etc. The Borrower and each of
its Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property (including, without limitation, applicable statutes,
regulations, orders and restrictions relating to environmental standards and
controls), except such noncompliances as could not, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.

                  7.16 Investment Company Act. Neither the Borrower nor any of
its Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

                  7.17 Public Utility Holding Company Act. Neither the Borrower
nor any of its Subsidiaries is a "holding company," or a "subsidiary company" of
a "holding company," or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company" within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

                  7.18 Environmental Matters. (a) The Borrower and each of its
Subsidiaries is in compliance with all applicable Environmental Laws and the
requirements of any permits issued under such Environmental Laws. There are no
pending or, to the knowledge of the Borrower, threatened Environmental Claims
against the Borrower or any of its Subsidiaries or any Real Property owned,
leased or operated by the Borrower or any of its Subsidiaries (including any
such claim arising out of the ownership, lease or operation by the Borrower or
any of its Subsidiaries of any Real Property formerly owned, leased or operated
by the Borrower or any of its Subsidiaries but no longer owned, leased or
operated by the Borrower or any of its Subsidiaries). There are no facts,
circumstances, conditions or occurrences with respect to the business or
operations of the Borrower or any of its Subsidiaries, or any Real Property
owned, leased or operated by the Borrower or any of its Subsidiaries (including
any Real Property formerly owned, leased or operated by the Borrower or any of
its Subsidiaries but no longer


                                      -54-
<PAGE>


owned, leased or operated by the Borrower or any of its Subsidiaries) or, to the
knowledge of the Borrower, any property adjoining or adjacent to any such Real
Property that could be reasonably expected (i) to form the basis of an
Environmental Claim against the Borrower or any of its Subsidiaries or any Real
Property owned, leased or operated by the Borrower or any of its Subsidiaries or
(ii) to cause any Real Property owned, leased or operated by the Borrower or any
of its Subsidiaries to be subject to any restrictions on the ownership, lease,
occupancy or transferability of such Real Property by the Borrower or any of its
Subsidiaries under any applicable Environmental Law.

                  (b) Hazardous Materials have not at any time been generated,
used, treated or stored on, or transported to or from, or Released on or from,
any Real Property owned, leased or operated by the Borrower or any of its
Subsidiaries or, to the knowledge of the Borrower, any property adjoining or
adjacent to any Real Property, where such generation, use, treatment, storage,
transportation or Release has violated or could be reasonably expected to
violate any applicable Environmental Law or give rise to an Environmental Claim.

                  (c) Notwithstanding anything to the contrary in this Section
7.18, the representations and warranties made in this Section 7.18 shall be
untrue only if the effect of any or all conditions, violations, claims,
restrictions, failures and noncompliances of the types described above could,
either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

                  7.19 Labor Relations. Neither the Borrower nor any of its
Subsidiaries is engaged in any unfair labor practice that could reasonably be
expected, either individually or in the aggregate, to have a Material Adverse
Effect. There is (i) no unfair labor practice complaint pending against the
Borrower or any of its Subsidiaries or, to the knowledge of the Borrower,
threatened against any of them, before the National Labor Relations Board, and
no grievance or arbitration proceeding arising out of or under any collective
bargaining agreement is so pending against the Borrower or any of its
Subsidiaries or, to the knowledge of the Borrower, threatened against any of
them, (ii) no strike, labor dispute, slowdown or stoppage pending against the
Borrower or any of its Subsidiaries or, to the knowledge of the Borrower,
threatened against the Borrower or any of its Subsidiaries and (iii) no union
representation question existing with respect to the employees of the Borrower
or any of its Subsidiaries, except (with respect to any matter specified in
clause (i), (ii) or (iii) above, either individually or in the aggregate) such
as could not reasonably be expected to have a Material Adverse Effect.

                  7.20 Intellectual Property, etc. The Borrower and each of its
Subsidiaries owns or has the right to use all the patents, trademarks, permits,
domain names, service marks, trade names, copyrights, licenses, franchises,
inventions, trade secrets, proprietary information and know-how of any type,
whether or not written (including, but not limited to, rights in computer
programs and databases) and formulas, or rights with respect to the foregoing,
and has obtained assignments of all leases, licenses and other rights of
whatever nature, necessary for the present conduct of its business, without any
known conflict with the rights of others which, or the failure to obtain which,
as the case may be, would reasonably be expected, either individually or in the
aggregate, to have a Material Adverse Effect.


                                      -55-
<PAGE>


                  7.21 Indebtedness. Schedule 5.18 sets forth a true and
complete list of all Indebtedness (including Contingent Obligations) of the
Borrower and its Subsidiaries as of the Initial Borrowing Date (after giving
effect to the Transaction, but excluding the Loans and the Letters of Credit)
and which is to remain outstanding after giving effect to the Transaction, in
each case showing the aggregate principal amount thereof and the name of the
respective borrower and any Credit Party or any of its Subsidiaries which
directly or indirectly guarantees such debt.

                  7.22 Insurance. Schedule 7.22 sets forth a true and complete
listing of all insurance maintained by the Borrower and its Subsidiaries as of
the Initial Borrowing Date, with the amounts insured (and any deductibles) set
forth therein.

                  7.23 Certain Agreements. (a) Neither the Borrower nor any of
it Subsidiaries is a party to any agreement or instrument or subject to any
corporate, partnership or limited liability company restriction, as the case may
be, that, either individually or in the aggregate, has resulted in, or could
reasonably be expected to result in, a Material Adverse Effect.

                  (b) Neither the Borrower nor any of its Subsidiaries is in
default in any manner under any provision of any indenture or other agreement or
instrument evidencing Indebtedness, or any other material agreement or
instrument to which it is a party or by which it or any of its properties or
assets are or may be bound, if such default, either individually or in the
aggregate, has had, or could reasonably be expected to have, a Material Adverse
Effect.

                  SECTION 8. Affirmative Covenants. The Borrower hereby
covenants and agrees that on and after the Effective Date and until the Total
Commitment and all Letters of Credit have terminated and the Loans, Notes and
Unpaid Drawings (in each case together with interest thereon), Fees and all
other Obligations (other than indemnities described in Section 13.13 which are
not then due and payable) incurred hereunder and thereunder, are paid in full:

                  8.01 Information Covenants. The Borrower will furnish to the
Administrative Agent for distribution to each Lender:


                                      -56-
<PAGE>


                  (a) Quarterly Financial Statements. Within 45 days after the
close of each of the first three quarterly accounting periods in each fiscal
year of the Borrower, (i) the consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such quarterly accounting period and the related
consolidated statements of income and statement of cash flows for such quarterly
accounting period and for the elapsed portion of the fiscal year ended with the
last day of such quarterly accounting period, in each case setting forth
comparative figures for the corresponding quarterly accounting period in the
prior fiscal year and comparable budgeted figures for such quarterly accounting
period as set forth in the respective budget delivered pursuant to Section
8.01(d), all of which shall be certified by a Financial Officer of the Borrower
that they fairly present in all material respects in accordance with GAAP the
financial condition of the Borrower and its Subsidiaries as of the dates
indicated and the results of their operations for the periods indicated, subject
to normal year-end audit adjustments and the absence of footnotes, and (ii)
management's discussion and analysis of the material operational and financial
developments during such quarterly accounting period.

                  (b) Annual Financial Statements. Within 90 days after the
close of each fiscal year of the Borrower, (i) the consolidated balance sheet of
the Borrower and its Subsidiaries as at the end of such fiscal year and the
related consolidated statements of income and retained earnings and statement of
cash flows for such fiscal year setting forth comparative figures for the
preceding fiscal year and certified by KPMG LLP or other independent certified
public accountants of recognized national standing reasonably acceptable to the
Administrative Agent, together with a report of such accounting firm (which
report shall not be subject to any "going concern" or like qualification or
exception or any qualification or exception as to the scope of such audit),
stating that in the course of its regular audit of the financial statements of
the Borrower and its Subsidiaries, which audit was conducted in accordance with
generally accepted auditing standards, such accounting firm obtained no
knowledge of any Default or an Event of Default relating to financial or
accounting matters which has occurred and is continuing or, if in the opinion of
such accounting firm such a Default or an Event of Default has occurred and is
continuing, a statement as to the nature thereof, and (ii) management's
discussion and analysis of the material operational and financial developments
during such fiscal year.

                  (c) Management Letters. Promptly after the Borrowers' or any
of its Subsidiaries' receipt thereof, a copy of any "management letter" received
from its certified public accountants and management's response thereto.

                  (d) Budgets. No later than 30 days following the first day of
each fiscal year of the Borrower, a budget in form reasonably satisfactory to
the Administrative Agent (including budgeted statements of income, sources and
uses of cash and balance sheets for the Borrower and its Subsidiaries on a
consolidated basis) for each of the four quarterly accounting periods of such
fiscal year in the form delivered to the Borrower's board of directors, in each
case setting forth, with appropriate discussion, the principal assumptions upon
which such budget is based and a statement by a Financial Officer of the
Borrower to the effect that the budget is a reasonable estimate for the periods
covered thereby.

                  (e) Officer's Certificates. At the time of the delivery of the
financial statements provided for in Sections 8.01(a) and (b), a compliance
certificate from a Financial Officer of the Borrower in the form of Exhibit K
certifying on behalf of the Borrower that, to such


                                      -57-
<PAGE>


officer's knowledge after due inquiry, no Default or Event of Default has
occurred and is continuing or, if any Default or Event of Default has occurred
and is continuing, specifying the nature and extent thereof, which certificate
shall (i) set forth in reasonable detail the calculations required to establish
whether the Borrower and its Subsidiaries were in compliance with the provisions
of Sections 4.02(f), 4.02(g), 4.02(h), 9.01(vii), 9.01(xx), 9.01(xxi), 9.02(v),
9.03(ii), 9.03(iii), 9.03(vii), 9.04(v), 9.04(vi), 9.04(vii), 9.04(viii),
9.04(ix), 9.04(xi), 9.04(xii), 9.04(xiv), 9.05(ii), 9.05(v), 9.05(xii),
9.05(xiii) and Sections 9.07 through 9.11, inclusive, at the end of such fiscal
quarter or year, as the case may be, and (ii) certify that there have been no
changes to Annexes C through F, and Annexes I through K, in each case of the
Security Agreement and Annexes A through F of the Pledge Agreement, in each case
since the date that such Security Documents were executed and delivered or, if
later, since the date of the most recent certificate delivered pursuant to this
Section 8.01(e), or if there have been any such changes, a list in reasonable
detail of such changes (but, in each case with respect to this clause (ii), only
to the extent that such changes are required to be reported to the Collateral
Agent pursuant to the terms of such Security Documents) and whether the Borrower
and the other Credit Parties have otherwise taken all actions required to be
taken by them pursuant to such Security Documents in connections with any such
changes.

                  (f) Notice of Default, Litigation and Material Adverse Effect.
Promptly, and in any event within (I) three Business Days, in the case of
succeeding clauses (i) and (iii) and (II) 30 days in the case of succeeding
clause (ii) after any officer of the Borrower or any of its Subsidiaries obtains
knowledge thereof, notice of (i) the occurrence of any event which constitutes a
Default or an Event of Default, (ii) any litigation or governmental
investigation or proceeding pending against the Borrower or any of its
Subsidiaries (x) which, either individually (except for collisions and similar
accidents involving trucks or other vehicles of the Borrower or any of its
subsidiaries in the ordinary course of business which could not individually be
reasonably expected to have a Material Adverse Effect) or in the aggregate,
could reasonably be expected to have a Material Adverse Effect or (y) with
respect to any Credit Document, or (iii) any other event, change or circumstance
that has had, or could reasonably be expected to have, a Material Adverse
Effect.

                  (g) Other Reports and Filings. Promptly after the filing or
delivery thereof, copies of all financial information, definitive proxy
materials and reports on Form 8-K, 10-K or 10-Q, if any, which the Borrower or
any of its Subsidiaries shall publicly file with the Securities and Exchange
Commission or any successor thereto (the "SEC") or deliver to holders (or any
trustee, agent or other representative therefor) of its material Indebtedness
(including the 5% Convertible Senior Notes, the Roadway Bonds and the New Senior
Notes) pursuant to the terms of the documentation governing such Indebtedness.

                  (h) Environmental Matters. Promptly after any officer of the
Borrower or any of its Subsidiaries obtains knowledge thereof, notice of one or
more of the following environmental matters to the extent that such
environmental matters, either individually or when aggregated with all other
such environmental matters, could reasonably be expected to have a Material
Adverse Effect:


                                      -58-
<PAGE>


                  (i) any pending or threatened Environmental Claim against the
         Borrower or any of its Subsidiaries or any Real Property owned, leased
         or operated by the Borrower or any of its Subsidiaries;

                  (ii) any condition or occurrence on or arising from any Real
         Property owned, leased or operated by the Borrower or any of its
         Subsidiaries that (a) results in noncompliance by the Borrower or any
         of its Subsidiaries with any applicable Environmental Law or (b) could
         reasonably be expected to form the basis of an Environmental Claim
         against the Borrower or any of its Subsidiaries or any such Real
         Property;

                  (iii) any condition or occurrence on any Real Property owned,
         leased or operated by the Borrower or any of its Subsidiaries that
         could reasonably be expected to cause such Real Property to be subject
         to any restrictions on the ownership, lease, occupancy, use or
         transferability by the Borrower or any of its Subsidiaries of such Real
         Property under any Environmental Law; and

                  (iv) the taking of any removal or remedial action in response
         to the actual or alleged presence of any Hazardous Material on any Real
         Property owned, leased or operated by the Borrower or any of its
         Subsidiaries as required by any Environmental Law or any governmental
         or other administrative agency; provided that in any event the Borrower
         shall deliver to each Lender all notices received by the Borrower or
         any of its Subsidiaries from any government or governmental agency
         under, or pursuant to, CERCLA which identify the Borrower or any of its
         Subsidiaries as potentially responsible parties for remediation costs
         or which otherwise notify the Borrower or any of its Subsidiaries of
         potential liability under CERCLA.

                  All such notices shall describe in reasonable detail the
nature of the claim, investigation, condition, occurrence or removal or remedial
action and the Borrower's or such Subsidiary's response thereto.

                  (i) Other Information. From time to time, such other
information or documents (financial or otherwise) with respect to the Borrower
or any of its Subsidiaries as the Administrative Agent or any Lender (through
the Administrative Agent) may reasonably request.

                  8.02 Books, Records and Inspections. The Borrower will, and
will cause each of its Subsidiaries to, keep proper books of record and accounts
in which full, true and correct entries in conformity with GAAP and all
requirements of law shall be made of all dealings and transactions in relation
to its business and activities. The Borrower will, and will cause each of its
Subsidiaries to, permit officers and designated representatives of the
Administrative Agent or any Lender (i) to visit and inspect upon reasonable
prior notice (made through the Administrative Agent no more frequently than once
in any twelve month period for any Lender unless an Event of Default shall have
occurred and be continuing), under guidance of officers of the Borrower or such
Subsidiary and during normal business hours, any of the properties of the
Borrower or such Subsidiary, and (ii) to examine the books of account of the
Borrower or such Subsidiary and discuss the affairs, finances and accounts of
the Borrower or such Subsidiary with, and be advised as to the same by, its and
their officers and independent accountants, upon reasonable prior notice and at
such reasonable times and intervals and to such reasonable extent as the


                                      -59-
<PAGE>


Administrative Agent or any such Lender may reasonably request; provided,
however, that the Borrower shall not be required to provide to the Lenders
copies of any information if, in the reasonable judgment of the Borrower, such
disclosure would constitute a waiver of the attorney client privilege.

                  8.03 Maintenance of Property; Insurance; Property Inspections.
(a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep all
property necessary and material to the business of the Borrower and its
Subsidiaries in good working order and condition, ordinary wear and tear
excepted in accordance with industry practice for companies similarly situated
among similar properties and engaged in similar businesses as the Borrower and
its Subsidiaries, (ii) not commit or permit any waste or deterioration (normal
wear and tear excepted) of any Mortgaged Property, (iii) maintain with
financially sound and reputable insurance companies insurance on all such
property against all such risks as is consistent and in accordance with industry
practice for companies similarly situated owning similar properties and engaged
in similar businesses as the Borrower and its Subsidiaries, and (iv) furnish to
the Administrative Agent, upon its request therefor, full information as to the
insurance carried.

                  (b) The Borrower will, and will cause each of the other Credit
Parties to, keep its property insured in favor of the Collateral Agent, and all
policies or certificates (or certified copies thereof) with respect to (1) "All
Risk" and business interruption insurance and (2) all general liability
insurance policies of the Borrower each of the other Credit Parties (i) shall be
endorsed to the Collateral Agent's satisfaction for the benefit of the
Collateral Agent (including, without limitation, by naming the Collateral Agent
as loss payee and/or additional insured), (ii) shall state that such insurance
policies shall not be canceled or modified in any material respect without at
least 30 days' prior written notice thereof by the respective insurer to the
Collateral Agent; provided, however, that, if any such insurance policies are
cancelled by the Borrower and replaced with comparable insurance
contemporaneously with such cancellation, no such prior written notice shall be
required, but in the event of such cancellation and replacement of insurance by
the Borrower, the insurer that provided the cancelled policy shall give written
notification of such cancellation and replacement to the Collateral Agent within
ten Business Days after such cancellation and replacement, and (iii) shall be
deposited with the Collateral Agent.

                  (c) If the Borrower or any of its Subsidiaries shall fail to
maintain insurance in accordance with this Section 8.03, or if the Borrower or
any of its Subsidiaries shall fail to so endorse and deposit all policies or
certificates with respect thereto, the Administrative Agent shall have the right
(but shall be under no obligation) to procure such insurance and the Borrower
and the Borrower jointly agrees to reimburse the Administrative Agent for all
reasonable costs and expenses of procuring such insurance.

                  (d) The Borrower will, and will cause each of its Subsidiaries
to, pay for any and all reasonable fees, costs and expenses of whatever kind or
nature incurred in connection with the creation, preservation or protection of
the Lender's Liens on, and security interest in, the Mortgaged Properties,
including, without limitation, all fees and taxes in connection with the
recording or filing of instruments and documents in public offices (including
stamp and mortgage recording taxes or other taxes imposed on the Collateral
Agent by virtue of its ownership of each Mortgage), which are imposed upon the
recording of each Mortgage or thereafter, all reasonable attorneys' fees,
payment or discharge of any taxes or Liens upon or in respect of the


                                      -60-
<PAGE>


Mortgaged Properties, premiums for insurance with respect to the Mortgaged
Properties and all other fees, costs and expenses in connection with protecting,
maintaining or preserving the Mortgaged Properties and the Collateral Agent's
interest therein, whether through judicial proceedings or otherwise, or in
defending or prosecuting any actions, suits or proceedings arising out of or
relating to the Mortgaged Properties.

                  8.04 Existence; Franchises. The Borrower will, and will cause
each of its Subsidiaries to, do or cause to be done, all things necessary to
preserve and keep in full force and effect its existence and its rights,
franchises, licenses, permits, copyrights, trademarks and patents; provided,
however, that nothing in this Section 8.04 shall prevent (i) sales of assets,
mergers and other transactions by the Borrower or any of its Subsidiaries in
accordance with Section 9.02, (ii) the withdrawal by the Borrower or any of its
Subsidiaries of its qualification as a foreign corporation, partnership or
limited liability company, as the case may be, in any jurisdiction if such
withdrawal could not, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect or (iii) the lapse of any right,
franchise, license, permit, copyright, trademark or patent if such lapse could
not, either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

                  8.05 Compliance with Statutes, etc. The Borrower will, and
will cause each of its Subsidiaries to, comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property (including applicable statutes,
regulations, orders and restrictions relating to environmental standards and
controls), except such noncompliances as could not, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.

                  8.06 Compliance with Environmental Laws. (a) The Borrower will
comply, and will cause each of its Subsidiaries to comply, with all
Environmental Laws and permits applicable to, or required by, the ownership,
lease or use of its Real Property now or hereafter owned, leased or operated by
the Borrower or any of its Subsidiaries, except such noncompliances as could
not, either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, and will promptly pay or cause to be paid all costs and
expenses incurred in connection with such compliance, and will keep or cause to
be kept all such Real Property free and clear of any Liens imposed pursuant to
such Environmental Laws. Neither the Borrower nor any of its Subsidiaries will
generate, use, treat, store, Release or dispose of, or permit the generation,
use, treatment, storage, Release or disposal of Hazardous Materials on any Real
Property now or hereafter owned, leased or operated by the Borrower or any of
its Subsidiaries, or transport or permit the transportation of Hazardous
Materials to or from any such Real Property, except for Hazardous Materials
generated, used, treated, stored, Released or disposed of at any such Real
Properties in compliance in all material respects with all applicable
Environmental Laws and as required in connection with the normal operation, use
and maintenance of the business or operations of the Borrower or any of its
Subsidiaries.

                  (b) (i) After the receipt by the Administrative Agent or any
Lender of any notice of the type described in Section 8.01(h), (ii) at any time
that the Borrower or any of its Subsidiaries are not in compliance with Section
8.06(a) or (iii) in the event that the Administrative Agent or the Lenders have
exercised any of the remedies pursuant to the last


                                      -61-
<PAGE>


paragraph of Section 10, the Borrower will provide, at the sole expense of the
Borrower and at the request of the Administrative Agent, an environmental site
assessment report concerning (x) in the case of preceding clause (iii), any Real
Property and (y) in the case of preceding clauses (i) or (ii), any Real Property
concerned by the respective notice or non-compliance, owned, leased or operated
by the Borrower or any of its Subsidiaries, prepared by an environmental
consulting firm reasonably approved by the Administrative Agent, indicating the
presence or absence of Hazardous Materials and the potential cost of any removal
or remedial action in connection with such Hazardous Materials on such Real
Property. If the Borrower fails to provide the same within 30 days after such
request was made, the Administrative Agent may order the same, the cost of which
shall be borne by the Borrower, and the Borrower shall grant and hereby grants
to the Administrative Agent and the Lenders and their respective agents access
to such Real Property and specifically grant the Administrative Agent and the
Lenders an irrevocable non-exclusive license, subject to the rights of tenants,
to undertake such an assessment at any reasonable time upon reasonable notice to
the Borrower, all at the sole expense of the Borrower.

                  8.07 ERISA. As soon as possible and, in any event, within
ten (10) days after the Borrower, any Subsidiary of the Borrower or any ERISA
Affiliate knows or has reason to know of the occurrence of any of the following,
the Borrower will deliver to each of the Lenders a certificate of a Financial
Officer of the Borrower setting forth the full details as to such occurrence and
the action, if any, that the Borrower, such Subsidiary or such ERISA Affiliate
is required or proposes to take, together with any notices required or proposed
to be given or filed by the Borrower, such Subsidiary, the plan administrator or
such ERISA Affiliate to or with the PBGC or any other governmental agency, or a
plan participant and any notices received by the Borrower, such Subsidiary or
such ERISA Affiliate from the PBGC or any other government agency, or a plan
participant with respect thereto:

                  (i) that a Reportable Event has occurred (except to the extent
         that the Borrower has previously delivered to the Lenders a certificate
         and notices (if any) concerning such event pursuant to the next clause
         hereof);

                  (ii) that a contributing sponsor (as defined in Section
         4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject
         to the advance reporting requirement of PBGC Regulation Section 4043.61
         (without regard to subparagraph (b)(1) thereof), and an event described
         in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation
         Section 4043 is reasonably expected to occur with respect to such Plan
         within the following 30 days;

                  (iii) that an accumulated funding deficiency, within the
         meaning of Section 412 of the Code or Section 302 of ERISA, has been
         incurred or an application may be or has been made for a waiver or
         modification of the minimum funding standard (including any required
         installment payments) or an extension of any amortization period under
         Section 412 of the Code or Section 303 or 304 of ERISA with respect to
         a Plan;

                  (iv) that any contribution required to be made by the
         Borrower, a Subsidiary of the Borrower or an ERISA Affiliate with
         respect to a Plan, Welfare Benefit Plan, Multiemployer Plan or Foreign
         Pension Plan has not been timely made and the failure to timely
         contribute could result in the imposition of a lien on the assets of
         the Borrower, a


                                      -62-
<PAGE>


         Subsidiary of the Borrower or an ERISA Affiliate, the granting of a
         security interest or a risk of the Borrower, a Subsidiary of the
         Borrower or an ERISA Affiliate incurring a material liability;

                  (v) that a Plan, or to the Borrower's knowledge, a
         Multiemployer Plan has been or will be terminated under Section 4042 of
         ERISA or in a distress termination under Section 4041(c) of ERISA,
         reorganized, partitioned or declared insolvent under Title IV of ERISA;

                  (vi) that a Plan subject to Title IV of ERISA has an Unfunded
         Current Liability which when added to the aggregate amount of Unfunded
         Current Liabilities with respect to all other such Plans, exceeds the
         aggregate amount of such Unfunded Current Liabilities that existed on
         the Effective Date by $40,000,000;

                  (vii) that proceedings could reasonably be expected to be or
         have been instituted by the PBGC to terminate or appoint a trustee to
         administer a Plan which is subject to Title IV of ERISA;

                  (viii) that a proceeding has been instituted pursuant to
         Section 515 of ERISA to collect a delinquent contribution to a Plan;

                  (ix) that the Borrower, any Subsidiary of the Borrower or any
         ERISA Affiliate will incur any liability (including any indirect,
         contingent, or secondary liability) to or on account of the termination
         of or withdrawal from a Plan or Multiemployer Plan under Section 4062,
         4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan
         under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section
         409, 502(i) or 502(l) of ERISA or with respect to a group health plan
         (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the
         Code) under Section 4980B of the Code, in each case, that could
         reasonably be expected to have a Material Adverse Effect either
         individually or in the aggregate; or

                  (x) that the Borrower or any Subsidiary of the Borrower will
         incur any material liability pursuant to any Welfare Benefit Plan that
         provides benefits to retired employees or other former employees (other
         than as required by Section 601 of ERISA) or any Foreign Pension Plan
         in addition to the liability that existed on the Effective Date
         pursuant to any such plan or plans.

Upon request by a Lender, the Borrower will deliver to each of the Lenders
copies of any records, documents or other information that must be furnished to
the PBGC with respect to any Plan pursuant to Section 4010 of ERISA. Upon
request by a Lender, the Borrower will also deliver to such Lender a complete
copy of the annual report (on Internal Revenue Service Form 5500-series) of each
Plan and Welfare Benefit Plan (including, to the extent required, the related
financial and actuarial statements and opinions and other supporting statements,
certifications, schedules and information) required to be filed with the
Internal Revenue Service. In addition to any certificates or notices delivered
to the Lenders pursuant to the first sentence hereof, copies of annual reports
and any records, documents or other material information required to be
furnished to the PBGC or any other governmental agency, and any material notices
received by the


                                      -63-
<PAGE>


Borrower, any Subsidiary of the Borrower or any ERISA Affiliate with respect to
any Plan, Multiemployer Plan, Welfare Benefit Plan or Foreign Pension Plan or
received from any governmental agency or plan administrator or sponsor or
trustee with respect to any Multiemployer Plan, shall be delivered to the
Lenders no later than ten (10) days after the date such records, documents
and/or information has been furnished to the PBGC or any other governmental
agency or such notice has been received by the Borrower, the respective
Subsidiary or the ERISA Affiliate, as applicable, in each case, provided that
such documents, information or notices relate to a situation that could
reasonably be expected to result in a material liability to the Borrower or any
Subsidiary of the Borrower and provided further that such documents, information
or notices shall be redacted as necessary to comply with medical privacy laws or
other applicable privacy laws. The Borrower will ensure, and cause each of its
applicable Subsidiaries to ensure, that all Foreign Pension Plans administered
by it or into which it makes payments obtains or retains (as applicable)
registered status under and as required by applicable law and is administered in
a timely manner in all respects in compliance with all applicable laws except
where the failure to do any of the foregoing could not, either individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.

                  (b) None of the Borrower, any Subsidiary of the Borrower or
any ERISA Affiliate shall take any action to partially or completely withdraw
from a Multiemployer Plan that is subject to Title IV of ERISA.

                  (c) If, at any time after the Initial Borrowing Date, the
Borrower, any Subsidiary of the Borrower or any ERISA Affiliate maintains, or
contributes to (or incurs an obligation to contribute to), a pension plan as
defined in Section 3(2) of ERISA which is not set forth in Schedule 7.10, as it
may be updated from time to time, then the Borrower shall deliver to the Lenders
an updated Schedule 7.10 as soon as possible and, in any event, within ten (10)
days after the Borrower, such Subsidiary or such ERISA Affiliate maintains, or
contributes to (or incurs an obligation to contribute to), such pension plan.
Such updated Schedule 7.10 shall supercede and replace the existing Schedule
7.10.

                  8.08 End of Fiscal Years; Fiscal Quarters. The Borrower will
cause each of their fiscal years to end on the last day of December of each year
and each of its fiscal quarters to end on dates which are consistent with a
December 31 fiscal year.

                  8.09 Performance of Obligations. The Borrower will, and will
cause each of its Subsidiaries to, perform all of its obligations under the
terms of each mortgage, indenture, security agreement, loan agreement or credit
agreement and each other agreement, contract or instrument by which it is bound,
except such non-performances as could not, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

                  8.10 Payment of Taxes. The Borrower will pay and discharge,
and will cause each of its Subsidiaries to pay and discharge, all material
taxes, assessments and governmental charges or levies imposed upon it or upon
its income or profits or upon any properties belonging to it, prior to the date
on which penalties attach thereto, and all lawful claims which, if unpaid, might
become a Lien or charge upon any properties of the Borrower or any of its
Subsidiaries not otherwise permitted under Section 9.01(i); provided that
neither the Borrower nor any of its Subsidiaries shall be required to pay any
such tax, assessment, charge, levy or claim which is


                                      -64-
<PAGE>


being contested in good faith and by proper proceedings if it has maintained
adequate reserves with respect thereto in accordance with GAAP.

                  8.11 Use of Proceeds. The Borrower will use the proceeds of
the Loans only as provided in Section 7.08.

                  8.12 Additional Security; Further Assurances; etc. (a) The
Borrower will, and will cause each of the other Credit Parties that are
Subsidiaries of the Borrower to, grant to the Collateral Agent for the benefit
of the Secured Creditors security interests and Mortgages in such assets and
properties of the Borrower and such other Credit Parties that are Subsidiaries
of the Borrower as are not covered by the original Security Documents and as may
be reasonably requested from time to time by the Administrative Agent or the
Required Lenders (collectively, the "Additional Security Documents"), provided
that the Borrower and the other Credit Parties shall not be obligated to grant a
Mortgage on Real Property if the fair market value thereof (as determined in
good faith by the Borrower) is less than $500,000. All such security interests
and Mortgages shall be granted pursuant to documentation reasonably satisfactory
in form and substance to the Administrative Agent and shall constitute valid and
enforceable perfected security interests and Mortgages superior to and prior to
the rights of all third Persons and subject to no other Liens except for
Permitted Liens. The Additional Security Documents or instruments related
thereto shall have been duly recorded or filed in such manner and in such places
as are required by law to establish, perfect, preserve and protect the Liens in
favor of the Collateral Agent required to be granted pursuant to the Additional
Security Documents and all taxes, fees and other charges payable in connection
therewith shall have been paid in full.

                  (b) The Borrower will, and will cause each of the other Credit
Parties that are Subsidiaries of the Borrower to, at the expense of the
Borrower, make, execute, endorse, acknowledge, file and/or deliver to the
Collateral Agent from time to time such vouchers, invoices, schedules,
confirmatory assignments, conveyances, financing statements, transfer
endorsements, powers of attorney (to the extent necessary to establish, perfect,
preserve, protect and enforce the Liens and their relative priorities in favor
of the Collateral Agent), certificates, real property surveys, reports, landlord
waivers, bailee agreements, control agreements and other assurances or
instruments and take such further steps relating to the Collateral covered by
any of the Security Documents as the Collateral Agent may reasonably require.
Furthermore, the Borrower will, and will cause the other Credit Parties that are
Subsidiaries of the Borrower to, deliver to the Collateral Agent such opinions
of counsel, title insurance and other related documents as may be reasonably
requested by the Administrative Agent to assure itself that this Section 8.12
has been complied with.

                  (c) If the Administrative Agent or the Required Lenders
reasonably determine that they are required by law or regulation to have
appraisals prepared in respect of any Real Property of the Borrower and its
Subsidiaries constituting Collateral, the Borrower will, at its own expense,
provide to the Administrative Agent appraisals which satisfy the applicable
requirements of the Real Estate Appraisal Reform Amendments of the Financial
Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which
shall otherwise be in form and substance reasonably satisfactory to the
Administrative Agent.


                                      -65-
<PAGE>


                  (d) The Borrower agrees that each action required by clauses
(a) through (c) of this Section 8.12 shall be completed as soon as possible, but
in no event later than 60 days after such action is requested to be taken by the
Administrative Agent or the Required Lenders; provided that, in no event will
the Borrower or any of its Subsidiaries be required to take any action, other
than using its best efforts, to obtain consents from third parties with respect
to its compliance with this Section 8.12.

                  8.13 Ownership of Subsidiaries; etc. Except (i) as otherwise
permitted by the express terms of this Agreement (ii) for directors' qualifying
shares and (iii) as set forth on Schedule 7.14, the Borrower will, and will
cause each of its Subsidiaries to, own 100% of the capital stock and other
equity interests of each of their Subsidiaries.

                  8.14 Permitted Acquisitions. (a) Subject to the provisions of
this Section 8.14 and the requirements contained in the definition of Permitted
Acquisition, the Borrower and each of its Wholly-Owned Subsidiaries may from
time to time effect Permitted Acquisitions, so long as (in each case except to
the extent the Required Lenders otherwise specifically agree in writing in the
case of a specific Permitted Acquisition): (i) no Default or Event of Default
shall have occurred and be continuing at the time of the consummation of the
proposed Permitted Acquisition or immediately after giving effect thereto; (ii)
calculations are made by the Borrower with respect to the financial covenants
contained in Sections 9.08 through 9.11, inclusive, for the respective
Calculation Period on a Pro Forma Basis as if the respective Permitted
Acquisition (as well as all other Permitted Acquisitions theretofore consummated
after the first day of such Calculation Period) had occurred on the first day of
such Calculation Period, and such calculations shall show that such financial
covenants would have been complied with if the Permitted Acquisition had
occurred on the first day of such Calculation Period; (iii) all representations
and warranties contained herein and in the other Credit Documents shall be true
and correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such
Permitted Acquisition (both before and after giving effect thereto), unless
stated to relate to a specific earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such
earlier date; (iv) the aggregate consideration (including, without limitation,
(I) the aggregate principal amount of any Indebtedness assumed, refinanced,
incurred or issued in connection therewith and (II) the aggregate amount paid
and reasonably expected to be paid (based on good faith projections prepared by
the Borrower) pursuant to any non-compete, consulting or purchase price
adjustments) payable for any one proposed Permitted Acquisition (or series of
related Permitted Acquisitions) does not exceed $100,000,000 and (v) the
Borrower shall have delivered to the Administrative Agent and each Lender a
certificate executed by one of its Financial Officers certifying compliance with
the requirements of preceding clauses (i) through (iv), inclusive, and
containing the calculations (in reasonable detail) required by preceding clauses
(ii), (iv) and (v).

                  (b) At the time of (or within 30 days after the consummation
of) each Permitted Acquisition involving the creation or acquisition of a
Subsidiary, or the acquisition of capital stock or other equity interest of any
Person, the capital stock or other equity interests thereof created or acquired
in connection with such Permitted Acquisition shall be pledged for the benefit
of the Secured Creditors pursuant to (and to the extent required by) the Pledge
Agreement.


                                      -66-
<PAGE>


                  (c) The Borrower will cause each Domestic Subsidiary which is
formed to effect, or is acquired pursuant to, a Permitted Acquisition to comply
with, and to execute and deliver all of the documentation as and to the extent
required by, Sections 8.12 and 9.15, to the reasonable satisfaction of the
Administrative Agent.

                  (d) The consummation of each Permitted Acquisition shall be
deemed to be a representation and warranty by the Borrower that the
certifications pursuant to this Section 8.14 are true and correct and that all
conditions thereto have been satisfied and that same is permitted in accordance
with the terms of this Agreement, which representation and warranty shall be
deemed to be a representation and warranty for all purposes hereunder,
including, without limitation, Sections 7 and 10.

                  (e) Nothing in this Section 8.14 shall limit, restrict,
prohibit or otherwise affect Capital Expenditures otherwise permitted pursuant
to Section 9.07.

                  8.15 Permitted Receivables Facility Transaction. The Borrower
and/or one or more other Receivables Sellers may enter into a Permitted
Receivables Facility (which complies with the definition of Permitted
Receivables Facility contained herein) to provide financing to the Borrower for
the sale of Permitted Receivables Facility Assets to a Receivables Entity (which
shall be established in accordance with, and meet the requirements of, the
definition of a Receivables Entity contained herein), so long as on the
Permitted Receivables Facility Transaction Date all requirements of this Section
8.15 have been satisfied and the Permitted Receivables Facility and related
transactions comply with the respective defined terms as used in this Section
8.15. On the Permitted Receivables Facility Transaction Date, (i) there shall
have been delivered to the Administrative Agent and the Lenders true and correct
copies of all Permitted Receivables Facility Documents, certified as such by an
officer of the Borrower, and all of the terms and conditions of the Permitted
Receivables Facility Documents shall be in form and substance reasonably
satisfactory to the Administrative Agent and the Required Lenders, (ii) the
Permitted Receivables Facility Transaction, including all of the terms and
conditions thereof, shall have been duly approved by the Board of Directors of
the Borrower, and all Permitted Receivables Facility Documents shall be in full
force and effect, (iii) each of the conditions precedent to the consummation of
the Permitted Receivables Facility Transaction shall have been satisfied and not
waived except with the consent of the Administrative Agent (such consent not to
be unreasonably withheld) (iv) each of the representations and warranties of the
Receivables Sellers and the Receivables Entity contained in the Permitted
Receivables Facility Documents shall be true and correct in all material
respects, (v) the Permitted Receivables Facility Transaction shall have been
consummated in all material respects in accordance with applicable law and the
Permitted Receivables Facility Documents, (vi) no Default or Event of Default
shall be in effect upon the Permitted Receivables Facility Transaction Date
(either before or after giving effect to the transactions contemplated by the
Permitted Receivables Facility Documents) and (vii) the Borrower and/or the
other Receivables Sellers shall have received the Initial Permitted Receivables
Facility Proceeds and used the same to make any reduction in the Total Revolving
Loan Commitment and/or repayment of the Term Loan, to the extent required by
Section 4.02(a)(i).

                  SECTION 9. Negative Covenants. The Borrower hereby covenants
and agrees that on and after the Effective Date and until the Total Commitment
and all Letters of Credit


                                      -67-
<PAGE>


have terminated and the Loans, Notes and Unpaid Drawings (in each case, together
with interest thereon), Fees and all other Obligations (other than any
indemnities described in Section 13.13 which are not then due and payable)
incurred hereunder and thereunder, are paid in full:

                  9.01 Liens. The Borrower will not, and will not permit any of
its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or
with respect to any property or assets (real or personal, tangible or
intangible) of the Borrower or any of its Subsidiaries, whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable with recourse to the Borrower
or any of its Subsidiaries), or assign any right to receive income or permit the
filing of any financing statement under the UCC or any other similar notice of
Lien under any similar recording or notice statute; provided that the provisions
of this Section 9.01 shall not prevent the creation, incurrence, assumption or
existence of the following (Liens described below are herein referred to as
"Permitted Liens"):

                  (i) inchoate Liens for taxes, assessments or governmental
         charges or levies not yet due or Liens for taxes, assessments or
         governmental charges or levies being contested in good faith and by
         appropriate proceedings for which adequate reserves have been
         established in accordance with GAAP;

                  (ii) Liens in respect of property or assets of the Borrower or
         any of its Subsidiaries imposed by law, which were incurred in the
         ordinary course of business and do not secure Indebtedness for borrowed
         money, such as carriers', warehousemen's, materialmen's and mechanics'
         liens and other similar Liens arising in the ordinary course of
         business, and (x) which do not in the aggregate materially detract from
         the value of the Borrower's and its Subsidiaries' property or assets
         taken as a whole or materially impair the use thereof in the operation
         of the business of the Borrower and its Subsidiaries taken as a whole
         or (y) which are being contested in good faith by appropriate
         proceedings, which proceedings have the effect of preventing the
         forfeiture or sale of the property or assets subject to any such Lien;

                  (iii) Liens in existence on the Initial Borrowing Date which
         are listed, and the property subject thereto described, in Schedule
         9.01, plus renewals, replacements and extensions of such Liens provided
         that (x) the aggregate principal amount of the Indebtedness, if any,
         secured by such Liens does not increase from that amount outstanding at
         the time of any such renewal, replacement or extension and (y) any such
         renewal, replacement or extension does not encumber any additional
         assets or properties of the Borrower or any of its Subsidiaries;

                  (iv) Liens created pursuant to the Security Documents
         (including, without limitation, the Liens created on the assets of
         Roadway and its Subsidiaries securing the Roadway Bonds);

                  (v) licenses, sublicenses, leases or subleases granted to
         other Persons not materially interfering with the conduct of the
         business of the Borrower and its Subsidiaries taken as a whole;


                                      -68-
<PAGE>


                  (vi) Liens upon assets of the Borrower or any of its
         Subsidiaries subject to Capitalized Lease Obligations to the extent
         such Capitalized Lease Obligations are permitted by Section 9.04(v),
         provided that (x) such Liens only serve to secure the payment of
         Indebtedness arising under such Capitalized Lease Obligation and (y)
         the Lien encumbering the assets giving rise to the Capitalized Lease
         Obligation does not encumber any other asset of the Borrower or any
         Subsidiary of the Borrower other than related insurance receivables and
         other proceeds thereof;

                  (vii) Liens placed upon assets acquired after the Initial
         Borrowing Date and used in the ordinary course of business of the
         Borrower and its Subsidiaries and placed at the time of the acquisition
         thereof by the Borrower or one of its Subsidiaries or within 90 days
         thereafter to secure Indebtedness incurred to pay all or a portion of
         the purchase price thereof or to secure Indebtedness incurred solely
         for the purpose of financing the acquisition of any such assets or
         extensions, renewals or replacements of any of the foregoing for the
         same or a lesser amount, provided that (x) the aggregate amount of all
         Indebtedness secured by such Liens when added to the aggregate amount
         of Capitalized Lease Obligations permitted under Section 9.04(v) does
         not exceed $100,000,000 at any time outstanding and (y) in all events,
         the Lien encumbering the asset so acquired does not encumber any other
         asset of the Borrower or any of its Subsidiaries other than related
         insurance receivables and other proceeds thereof;

                  (viii) easements, rights-of-way, restrictions (including,
         without limitation, deed restrictions and zoning restrictions),
         encroachments, licenses, restrictive covenants and other similar
         charges or encumbrances, and minor title deficiencies, in each case not
         securing Indebtedness and not materially interfering with the conduct
         of the business of the Borrower or any of its Subsidiaries;

                  (ix) Liens arising from precautionary UCC financing statement
         filings regarding operating leases;

                  (x) Liens arising out of the existence of judgments,
         attachments, appeal bonds or awards in respect of which the Borrower or
         any of its Subsidiaries shall in good faith be prosecuting an appeal or
         proceedings for review and in respect of which there shall have been
         secured a subsisting stay of execution pending such appeal or
         proceedings;

                  (xi) statutory and common law landlords' liens under leases to
         which the Borrower or any of its Subsidiaries is a party;

                  (xii) Liens (other than Liens imposed under ERISA) (x)
         incurred in the ordinary course of business in connection with workers
         compensation claims, unemployment insurance and social security
         benefits and (y) securing the performance of bids, tenders, leases and
         contracts in the ordinary course of business, statutory obligations
         (other than excise taxes), surety bonds, performance bonds, customs
         bonds and other obligations of a like nature incurred in the ordinary
         course of business (exclusive of obligations in respect of the payment
         for borrowed money);

                  (xiii) Permitted Encumbrances;


                                      -69-
<PAGE>


                  (xiv) Liens on property or assets acquired pursuant to a
         Permitted Acquisition, or on property or assets of a Subsidiary of the
         Borrower in existence at the time such Subsidiary is acquired pursuant
         to a Permitted Acquisition, provided that (x) the Indebtedness that is
         secured by such Liens is permitted under Section 9.04(ix), and (y) such
         Liens are not incurred in connection with, or in contemplation or
         anticipation of, such Permitted Acquisition and do not attach to any
         other asset of the Borrower or any of its Subsidiaries;

                  (xv) Liens in favor of customs and revenue authorities arising
         as a matter of law to secure the payment of customs duties in
         connection with the importation of goods (including, without
         limitation, in respect of any value added tax obligations);

                  (xvi) Liens arising out of conditional sale, title retention,
         consignment or similar arrangements for the sale of goods entered into
         by the Borrower or any of its Subsidiaries in the ordinary course of
         business in accordance with the past practices of the Borrower and its
         Subsidiaries;

                  (xvii) Liens created under Permitted Receivables Facilities;

                  (xviii) Liens on deposit accounts (and the money or
         instruments deposited therein) of the Borrower or any Subsidiary in
         favor depositary banks where any such deposit accounts are maintained
         arising pursuant to rights of setoff, revocation, refund or chargeback
         of such depositary bank;

                  (xix) Liens on property or assets of Foreign Subsidiaries
         securing Indebtedness permitted under Section 9.04(xii);

                  (xx) Liens on property or assets of Foreign Subsidiaries
         securing obligations of Foreign Subsidiaries which do not constitute
         Indebtedness, provided that the aggregate amount of the obligations
         secured by such Liens shall not exceed at any time outstanding in the
         aggregate $10,000,000; and

                  (xxi) Liens not otherwise permitted by the foregoing
         paragraphs (i) through (xx) to the extent attaching to properties and
         assets not constituting Collateral at such time and with an aggregate
         fair value not in excess of, and securing liabilities not in excess of,
         $50,000,000 in the aggregate at any time outstanding.

In connection with the granting of Liens of the type described in clauses (vi),
(vii) (xiv) and (xvii) of this Section 9.01 by the Borrower or any of its
Subsidiaries, the Administrative Agent and the Collateral Agent shall be
authorized to take any actions deemed appropriate by it in connection therewith
(including, without limitation, by executing appropriate lien releases or lien
subordination agreements in favor of the holder or holders of such Liens, in
either case solely with respect to the item or items of assets subject to such
Liens).

                  9.02 Consolidation, Merger, Purchase or Sale of Assets, etc.
The Borrower will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any partnership, joint venture,
or transaction of merger or consolidation, or convey, sell, lease or otherwise
dispose of all or any part of its property or assets, or enter into any
sale-

                                      -70-

<PAGE>


leaseback transactions, or purchase or otherwise acquire (in one or a series of
related transactions) any part of the property or assets (other than purchases
or other acquisitions of inventory, materials, equipment and intangible assets
in the ordinary course of business; provided that any such purchase or
acquisition does not constitute a Capital Expenditure) of any Person, except
that:

                  (i) Capital Expenditures by the Borrower and its Subsidiaries
         shall be permitted to the extent not in violation of Section 9.07;

                  (ii) each of the Borrower and its Subsidiaries may make sales
         of inventory in the ordinary course of business;

                  (iii) Investments may be made to the extent permitted by
         Section 9.05;

                  (iv) each of the Borrower and its Subsidiaries may sell or
         otherwise dispose of obsolete, uneconomic or worn-out assets (including
         trucks, tractors, tires, trailers or terminals and related equipment
         and real property and related fixtures) in the ordinary course of
         business and consistent with past practices of the Borrower and its
         Subsidiaries;

                  (v) the Borrower and its Subsidiaries may sell assets (other
         than the capital stock or other equity interests of any Subsidiary
         unless all of the capital stock and other equity interests of such
         Subsidiary then owned by the Borrower and its Subsidiaries are sold in
         a sale permitted by this clause (v), or if less than all of such
         capital stock or other equity interests are sold, then the securities
         retained shall be deemed an Investment subject to the limitations set
         forth in Section 9.05), so long as (v) no Default or Event of Default
         then exists or would result therefrom, (w) each such sale is in an
         arm's-length transaction and the Borrower or the respective Subsidiary
         receives at least fair market value (as determined in good faith by the
         Borrower or such Subsidiary, as the case may be), (x) the consideration
         received by the Borrower or such Subsidiary consists of at least 80%
         cash and is paid at the time of the closing of such sale, (y) the Net
         Sale Proceeds therefrom are applied and/or reinvested as (and to the
         extent) required by Section 4.02(f) and (z) the aggregate amount of the
         proceeds received from all assets sold pursuant to this clause (v)
         shall not exceed $75,000,000 in any fiscal year of the Borrower;

                  (vi) each of the Borrower and its Subsidiaries may lease (as
         lessee) or license (as licensee) real or personal property (so long as
         any such lease or license does not create a Capitalized Lease
         Obligation except to the extent permitted by Section 9.04(v));

                  (vii) each of the Borrower and its Subsidiaries may sell or
         discount, in each case without recourse and in the ordinary course of
         business, accounts receivable and related promissory notes arising in
         the ordinary course of business, but only in connection with the
         compromise or collection thereof and not as part of any financing
         transaction or bulk sale;

                  (viii) each of the Borrower and its Subsidiaries may grant
         licenses, sublicenses, leases or subleases to other Persons not
         materially interfering with the conduct of the business of the Borrower
         and its Subsidiaries taken as a whole, in each case so long as no


                                      -71-
<PAGE>


         such grant otherwise restricts any Credit Party's right to grant a lien
         on such assets or property in favor of the Collateral Agent;

                  (ix) (I) any Wholly-Owned Subsidiary of the Borrower may merge
         with and into, or be dissolved or liquidated into, or transfer any of
         its assets to, the Borrower or any Wholly-Owned Domestic Subsidiary of
         the Borrower which is a Subsidiary Guarantor so long as (i) in the case
         of any such merger, dissolution or liquidation involving the Borrower,
         the Borrower is the surviving corporation of any such merger,
         dissolution or liquidation, (ii) in all other cases, a Wholly-Owned
         Domestic Subsidiary which is a Subsidiary Guarantor is the surviving
         corporation of any such merger, dissolution or liquidation, (iii) in
         all cases, the security interests granted to the Collateral Agent for
         the benefit of the Secured Creditors pursuant to the Security Documents
         in the assets of such Subsidiary shall remain in full force and effect
         and perfected (to at least the same extent as in effect immediately
         prior to such merger, dissolution or liquidation), (iv) in the case of
         any such transaction pursuant to which any consideration is paid to a
         Person that is not a Wholly-Owned Subsidiary of the Borrower, such
         consideration shall be permitted to be paid at such time only to the
         extent that it could otherwise have been paid pursuant to (and the
         Borrower shall be required to satisfy the provisions of) Section
         9.03(i)(y) and (II) any Wholly-Owned Foreign Subsidiary may be merged
         with or into any other Wholly-Owned Foreign Subsidiary and (v) so long
         as the Roadway Bonds are outstanding and except for the Merger, neither
         Roadway nor any Domestic Subsidiary of Roadway shall be permitted to
         merge with or into, or be dissolved or liquidated into, the Borrower or
         any Subsidiary of the Borrower other than Roadway or a Subsidiary of
         Roadway;

                  (x) Permitted Acquisitions may be made to the extent permitted
         by Section 8.14;

                  (xi) on and after the Permitted Receivables Facility
         Transaction Date for a Permitted Receivable Transaction, the relevant
         Receivables Sellers may (x) contribute cash to the relevant Receivables
         Entity the proceeds of which are used to acquire Permitted Receivables
         Facility Assets from such Receivables Sellers and (y) transfer and
         reacquire Permitted Receivables Facility Assets to and from such
         Receivables Entity, in each case pursuant to, and in accordance with
         the terms of, the relevant Permitted Receivables Facility Documents,
         provided that at no time may the aggregate principal amount of the
         Attributable Receivable Indebtedness exceed $300,000,000;

                  (xii) on and after the Permitted Receivables Facility
         Transaction Date for a Permitted Receivable Transaction, the relevant
         Receivables Entity may transfer and reacquire Permitted Receivables
         Facility Assets (to the extent acquired from the Receivables Sellers as
         provided in clause (xi) above) pursuant to, and in accordance with the
         terms of, the relevant Permitted Receivables Facility Documents,
         provided that at no time may the aggregate principal amount of the
         Attributable Receivable Indebtedness exceed $300,000,000; and

                  (xiii) the Borrower and its Subsidiaries may sell or exchange
         specific items of equipment, real property and related fixtures so long
         as the purpose of each such sale or




                                      -72-
<PAGE>



         exchange is to acquire (and results within 90 days of such sale or
         exchange in the acquisition of) replacement items of equipment, real
         property and related fixtures which are the functional equivalent of
         the item of equipment, real property and related fixtures so sold or
         exchanged.

To the extent the Required Lenders waive the provisions of this Section 9.02
with respect to the sale of any Collateral, or any Collateral is sold as
permitted by this Section 9.02 (other than to the Borrower or a Subsidiary
thereof), such Collateral shall be sold free and clear of the Liens created by
the Security Documents, and the Administrative Agent and the Collateral Agent
shall be authorized to take any actions deemed appropriate in order to release
Liens created by any of the Security Documents or otherwise to effect the
foregoing.

                  9.03 Dividends. The Borrower will not, and will not permit any
of its Subsidiaries to, authorize, declare or pay any Dividends with respect to
the Borrower or any of its Subsidiaries, except that:

                  (i) any Subsidiary of the Borrower may (x) pay cash Dividends
         to the Borrower or to any Wholly-Owned Subsidiary of the Borrower and
         (y) if such Subsidiary is not a Wholly-Owned Subsidiary of the
         Borrower, pay cash Dividends to its shareholders generally so long as
         the Borrower or its respective Subsidiary which owns the equity
         interest or interests in the Subsidiary paying such Dividends receives
         at least its proportionate share thereof (based upon its relative
         holdings of equity interests in the Subsidiary paying such Dividends
         and taking into account that the relative preferences, if any, of the
         various classes of equity interests in such Subsidiary);

                  (ii) so long as no Default or Event of Default shall have
         occurred and be continuing or would result therefrom (both before and
         after giving effect to the payment thereof), the Borrower may
         repurchase outstanding shares of its common stock (or options or
         warrants or other rights to purchase such common stock) from, and
         following the death, disability, retirement or termination of
         employment of, employees, officers or directors of the Borrower or any
         of its Subsidiaries (as well as from any such employee's, officer's or
         director's estates and heirs), provided that (x) all amounts used to
         effect such repurchases are obtained by the Borrower from a
         substantially concurrent issuance of its common stock (or options to
         purchase such common stock) to other employees, members of management,
         executive officers or directors of the Borrower or any of its
         Subsidiaries or (y) to the extent the proceeds used to effect any
         repurchase pursuant to this clause (ii) are not obtained as described
         in preceding clause (x), the aggregate amount of Dividends paid by the
         Borrower pursuant to this clause (ii) (exclusive of amounts paid as
         described pursuant to preceding clause (x)) shall not exceed
         $10,000,000 in any fiscal year of the Borrower, provided that any
         unused amount thereof may be carried forward and utilized for such
         purposes in any succeeding fiscal year of the Borrower;

                  (iii) so long as no Default or Event of Default shall have
         occurred and be continuing at the time of such Dividend or would result
         therefrom, the Borrower and its Subsidiaries may make offsets against
         and purchases of Equity Interests of the Borrower in satisfaction of
         customary indemnification and purchase price adjustment obligations
         owed to the Borrower and its Subsidiaries under acquisition agreements
         in which Equity


                                      -73-
<PAGE>


         Interests of the Borrower was issued as consideration for the
         acquisition, provided that (x) substantially all of the consideration
         offered by the Borrower or any of its Subsidiaries in connection with
         any such purchase is the relief, satisfaction or waiver of claims of
         the Borrower or such Subsidiary under any such acquisition agreement,
         (y) the amount of any such offsets and purchases in any fiscal year of
         the Borrower does not exceed $15,000,000 and (z) no such consideration
         paid for Equity Interests of the Borrower by the Borrower or any of its
         Subsidiaries constitutes cash or Cash Equivalents;

                  (iv) the Borrower may pay Dividends in the form of Qualified
         Preferred Stock or warrants, rights or options to acquire Equity
         Interests of the Borrower including, without limitation, pursuant to a
         stock split or stock dividend effected by the Borrower;

                  (v) the Borrower may purchase, redeem, retire or otherwise
         acquire any of its Equity Interests in exchange for Qualified Preferred
         Stock;

                  (vi) so long as no Default or Event of Default shall have
         occurred and be continuing at the time of such Dividend or would result
         therefrom, the Borrower may repurchase outstanding shares of its Equity
         Interests in connection with the Borrower's deferred compensation plans
         or employee benefit plans for tax withholding or pursuant to the
         cashless exercise of stock options or warrants in connection with
         customary and reasonable employee compensation programs to the extent
         the same are treated as expenses in calculating Consolidated Net
         Income; provided that to the extent such same are not treated as
         expenses, such purchases do not exceed $10,000,000 in any fiscal year
         of Borrower; and

                  (vii) the Borrower and its Subsidiaries may pay Dividends so
         long as (A) no Default or Event of Default shall have occurred and be
         continuing at the time of such Dividend or would result therefrom, (B)
         the Senior Secured Leverage Ratio of the Borrower and its Subsidiaries
         after giving effect to such Dividend would be less than 1.00:1.00 and
         (C) the amount of such Dividend together with all other Dividends made
         pursuant to this Section 9.03 would not exceed the sum of:

                           (w) 50% of the Consolidated Net Income accrued during
                  the period (treated as one accounting period) from the Initial
                  Borrowing Date to the end of the most recent fiscal quarter
                  ending at least 45 days prior to the date of such Dividend
                  (or, in case such Consolidated Net Income shall be a deficit,
                  less 100% of such deficit), less 100% of the amount of any
                  write-downs, write-offs, other negative revaluations and other
                  negative extraordinary charges not otherwise reflected in
                  Consolidated Net Income during such period excluding, for all
                  purposes of this clause (w), items treated as balance sheet
                  adjustments in respect of foreign currency translations; plus

                           (x) the aggregate Net Equity Proceeds received by the
                  Borrower or any of its Subsidiaries from the issue or sale of
                  its equity (other than an issuance or sale to a Subsidiary or
                  an employee stock ownership plan) after the Initial Borrowing
                  Date; plus


                                      -74-
<PAGE>


                           (y) $50,000,000, less

                           (z) the aggregate amount of Investments made in
                  reliance on the provisions of Section 9.05(xiii)(B).

                  9.04 Indebtedness. The Borrower will not, and will not permit
any of its Subsidiaries to, contract, create, incur, assume or suffer to exist
any Indebtedness, except:

                  (i) Indebtedness incurred pursuant to this Agreement and the
         other Credit Documents;

                  (ii) Existing Indebtedness outstanding on the Initial
         Borrowing Date and listed on Schedule 5.18 (as reduced by any permanent
         repayments of principal thereof), and any subsequent refinancing,
         renewal, replacement or extension of such Indebtedness by the existing
         obligors thereunder, provided that the aggregate principal amount of
         the Indebtedness to be extended, renewed, replaced or refinanced does
         not increase from that amount outstanding at the time of any such
         extension, renewal, replacement or refinancing;

                  (iii) Indebtedness of the Borrower or any of its Subsidiaries
         under Interest Rate Protection Agreements entered into with respect to
         other Indebtedness permitted under this Section 9.04 so long as the
         entering into of such Interest Rate Protection Agreements are bona fide
         hedging activities and are not for speculative purposes;

                  (iv) Indebtedness of the Borrower or any of its Subsidiaries
         under Other Hedging Agreements providing protection to the Borrower and
         its Subsidiaries against fluctuations in currency values or commodity
         prices in connection with the Borrower's or any of its Subsidiaries'
         operations so long as the entering into of such Other Hedging
         Agreements are bona fide hedging activities and are not for speculative
         purposes;

                  (v) Indebtedness of the Borrower and its Subsidiaries (A)
         evidenced by Capitalized Lease Obligations or (B) secured by Liens
         permitted pursuant to Section 9.01(vii), provided that in no event
         shall the sum of the aggregate principal amount of all Capitalized
         Lease Obligations when added to the aggregate amount of Indebtedness
         secured by Liens permitted by Section 9.01(vii) exceed $100,000,000 at
         any time outstanding;

                  (vi) Indebtedness of the Credit Parties under the New Senior
         Notes and the other New Senior Note Documents in an aggregate principal
         amount not to exceed $150,000,000 (less the amount of any repayments of
         principal thereof made after the Initial Borrowing Date);

                  (vii) Indebtedness of the Borrower and the other Credit
         Parties under the 5% Contingent Convertible Senior Notes in an
         aggregate principal amount not to exceed $250,000,000 (less the amount
         of any repayments of principal thereof made after the Initial Borrowing
         Date);


                                      -75-
<PAGE>


                  (viii) (x) Indebtedness of the Borrower, Roadway and the
         Subsidiaries of Roadway under the Roadway Bonds in an aggregate
         principal amount not to exceed $225,000,000 (less the amount of any
         repayments of principal thereof made after the issuance thereof) or (y)
         Indebtedness pursuant to a Permitted Roadway Bond Refinancing;

                  (ix) Indebtedness of a Subsidiary of the Borrower acquired
         pursuant to a Permitted Acquisition (or Indebtedness assumed at the
         time of a Permitted Acquisition of an asset securing such
         Indebtedness), provided that (x) such Indebtedness was not incurred in
         connection with, or in anticipation or contemplation of, such Permitted
         Acquisition, (y) such Indebtedness does not constitute debt for
         borrowed money, it being understood and agreed that Capitalized Lease
         Obligations and purchase money Indebtedness shall not constitute debt
         for borrowed money for purposes of this clause (y) and (z) the
         aggregate principal amount of all Indebtedness permitted by this clause
         (ix) shall not exceed at any time outstanding $25,000,000 unless all of
         the terms and conditions of such Indebtedness are reasonably acceptable
         to the Administrative Agent;

                  (x) intercompany Indebtedness among the Borrower and its
         Subsidiaries to the extent permitted by Sections 9.05(viii) and (xii);

                  (xi) Indebtedness of the Borrower and its Subsidiaries under
         Permitted Receivables Facilities, provided the aggregate principal
         amount of the Attributable Receivables Indebtedness does not exceed
         $300,000,000;

                  (xii) Indebtedness of Foreign Subsidiaries in respect of local
         lines of credit, letters of credit, bank guarantees and similar
         extensions of credit; provided that at no time shall the aggregate
         outstanding principal amount of such Indebtedness (calculated without
         duplication of any guarantees of such Indebtedness by a Foreign
         Subsidiary) at such time exceed $50,000,000;

                  (xiii) Contingent Obligations (including under letters of
         credit and other guarantees) of the Borrower and its Domestic
         Subsidiaries with respect to Indebtedness otherwise permitted to be
         incurred by such Persons under this Section 9.04; and

                  (xiv) so long as no Default or Event of Default shall have
         occurred and be continuing or would result therefrom, additional
         Indebtedness of the Borrower or any Domestic Subsidiary not to exceed
         $50,000,000 in aggregate principal amount at any time outstanding.

Notwithstanding anything to the contrary contained above in this Section 9.04 or
in Section 9.01, in no event shall the Borrower or any of its Subsidiaries incur
any Indebtedness that is secured by any Lien on any of the property or assets of
the Borrower or any of its Subsidiaries to the extent that the incurrence of any
such secured Indebtedness (other than the Loans) would require the Borrower or
any of its Subsidiaries to secure the Roadway Bonds (and related guaranty
obligations) on an equal and ratable basis.

                  9.05 Advances, Investments and Loans. The Borrower will not,
and will not permit any of its Subsidiaries to, directly or indirectly, lend
money or credit or make advances to


                                      -76-
<PAGE>


any Person, or purchase or acquire any stock, obligations or securities of, or
any other interest in, or make any capital contribution to, any other Person, or
purchase or own a securities-based futures contract or otherwise become liable
for the purchase or sale of currency or other commodities at a future date in
the nature of a securities-based futures contract, or hold any cash or Cash
Equivalents (each of the foregoing an "Investment" and, collectively,
"Investments"), except that the following shall be permitted:

                  (i) the Borrower and its Subsidiaries may acquire and hold
         accounts receivables owing to any of them, if created or acquired in
         the ordinary course of business and payable or dischargeable in
         accordance with customary trade terms of the Borrower or such
         Subsidiary;

                  (ii) the Borrower and its Subsidiaries may acquire and hold
         cash and Cash Equivalents, provided that during any time that Revolving
         Loans or Swingline Loans are outstanding, the aggregate amount of cash
         and Cash Equivalents permitted to be held by the Borrower and its
         Subsidiaries shall not exceed $125,000,000 for any period of five
         consecutive Business Days;

                  (iii) the Borrower and its Subsidiaries may hold the
         Investments held by them on the Initial Borrowing Date and described on
         Schedule 9.05, provided that any additional Investments made with
         respect thereto shall be permitted only if permitted under the other
         provisions of this Section 9.05;

                  (iv) the Borrower and its Subsidiaries may acquire and own
         investments (including debt obligations and securities) received in
         connection with the bankruptcy or reorganization of suppliers and
         customers and in good faith settlement of delinquent obligations of,
         and other disputes with, customers and suppliers arising in the
         ordinary course of business;

                  (v) the Borrower and its Subsidiaries may make loans and
         advances to their officers and employees for moving, relocation and
         travel expenses and other similar expenditures, in each case in the
         ordinary course of business in an aggregate amount not to exceed
         $5,000,000 at any time outstanding (determined without regard to any
         write-downs or write-offs of such loans and advances);

                  (vi) the Borrower may enter into Interest Rate Protection
         Agreements to the extent permitted by Section 9.04(iii);

                  (vii) the Borrower and its Subsidiaries may enter into Other
         Hedging Agreements to the extent permitted by Section 9.04(iv);

                  (viii) (I) any Wholly-Owned Domestic Subsidiary of the
         Borrower may make Investments in the Borrower or in any Wholly-Owned
         Domestic Subsidiary of the Borrower which is a Credit Party, (II) any
         Foreign Subsidiary of the Borrower may make Investments in the Borrower
         or any Wholly-Owned Subsidiary of the Borrower which is a Credit Party
         and (III) the Borrower may make Investments in any Wholly-Owned
         Domestic Subsidiary which is a Credit Party of the Borrower; provided
         that any and all such loans and advances made pursuant to this clause
         (viii) (x) shall be evidenced by an


                                      -77-
<PAGE>


         Intercompany Note, it being understood that in no event shall any
         Foreign Subsidiary be required to pledge any such Intercompany Note
         held by it as Collateral pursuant to any Security Document and (y)
         shall be subordinated to the obligations of the Credit Parties pursuant
         to a Subordination Agreement in substantially the form of Exhibit M
         hereto;

                  (ix) Permitted Acquisitions shall be permitted in accordance
         with Section 8.14;

                  (x) Contingent Obligations permitted under Section 9.04(xiii);

                  (xi) the acquisition of Equity Interests of any Domestic
         Subsidiary by the Borrower or any Domestic Subsidiary if the acquiring
         Person would be permitted to have the other Subsidiary merge into it
         pursuant to Section 9.02(ix) hereof;

                  (xii) (I) so long as no Default or Event of Default shall have
         occurred and be continuing at the time of such Investment or would
         result therefrom, the Borrower and each Domestic Subsidiary may make
         Investments in Foreign Subsidiaries so long as (x) in the case of
         Equity Investments, the aggregate amount of all such Equity Investments
         does not exceed $20,000,000 in any fiscal year, (y) the aggregate
         principal amount of all such Investments which are loans and advances
         shall not exceed $10,000,000 at any one time outstanding and (z) 65% of
         the Equity Interests (after giving effect to any such acquisition) of
         each such first tier Foreign Subsidiary (other than the Excluded
         Foreign Subsidiaries) (or if the Borrower and its Domestic Subsidiaries
         own less than 65% of the Equity Interests of such Foreign Subsidiary,
         100% of such Equity Interests) owned directly by a Credit Party is
         pledged pursuant to the Security Documents, and the certificates
         representing such Equity Interests, if any, together with endorsements
         for the transfer thereof duly executed in blank, are delivered to the
         Collateral Agent; and

                  (xiii) the Borrower and its Subsidiaries may make additional
         Investments in an aggregate amount not to exceed at any time
         outstanding (determined without regard to any write-downs or write-offs
         of such Investments) the sum of (A) $50,000,000 plus (B) the remainder
         of (x) the aggregate amount of Dividends permitted to be made pursuant
         to Section 9.03(vii) less (y) the aggregate amount of Dividends made
         pursuant to Section 9.03(vii).

                  9.06 Transactions with Affiliates. The Borrower will not, and
will not permit any of its Subsidiaries to, enter into any transaction or series
of related transactions with any Affiliate of the Borrower or any of its
Subsidiaries, other than in the ordinary course of business and on terms and
conditions substantially as favorable to the Borrower or such Subsidiary as
would reasonably be obtained by the Borrower or such Subsidiary at that time in
a comparable arm's-length transaction with a Person other than an Affiliate,
except that:

                  (i) Dividends may be paid to the extent provided in Section
         9.03;

                  (ii) loans may be made and other transactions may be entered
         into by the Borrower and its Subsidiaries to the extent permitted by
         Sections 9.02, 9.04 or 9.05; and

                  (iii) reasonable and customary (A) fees may be paid to
         non-officer directors of the Borrower, and (B) compensation programs
         for officers and directors of the Borrower


                                      -78-
<PAGE>


         or its Subsidiaries as approved by the board of directors of the
         Borrower or its Subsidiaries, as applicable;

                  (iv) licenses of intellectual property by the Borrower or any
         Subsidiary to any Subsidiary of the Borrower or to the Borrower; and

                  (v) the incurrence by the Borrower of general corporate
         overhead and management expenses for the benefit of its Subsidiaries.

                  9.07 Capital Expenditures. (a) The Borrower will not, and will
not permit any of its Subsidiaries to, make any Capital Expenditures, except
that (i) during the period from the Initial Borrowing Date through and including
December 31, 2003, the Borrower and its Subsidiaries may make Capital
Expenditures so long as the aggregate amount of all such Capital Expenditures
does not exceed $20,000,000, and (ii) during any fiscal year of the Borrower set
forth below (taken as one accounting period), the Borrower and its Subsidiaries
may make Capital Expenditures so long as the aggregate amount of all such
Capital Expenditures does not exceed in any fiscal year of the Borrower set
forth below the amount set forth opposite such fiscal year below:

<Table>
<Caption>

          Fiscal Year Ending Closest To                      Amount
          -----------------------------                   ------------
<S>                                                       <C>
          December 31, 2004                               $225,000,000
          December 31, 2005                               $250,000,000
          December 31, 2006                               $275,000,000
          December 31, 2007                               $300,000,000
          December 31, 2008                               $325,000,000
          December 31, 2009                               $325,000,000
          December 31, 2010                               $350,000,000
</Table>

                  (b) In addition to the foregoing, and without counting against
the limits set forth in clause (a) above, the Borrower and its Subsidiaries may
make Capital Expenditures with the amount of Net Sale Proceeds received by the
Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale
Proceeds are reinvested as permitted in accordance with Section 4.02(f), but
only to the extent that such Net Sale Proceeds are not otherwise required to be
applied to repay Term Loans pursuant to Section 4.02(f).

                  (c) In addition to the foregoing, and without counting against
the limits set forth in clause (a) above, the Borrower or any of its
Subsidiaries may make Capital Expenditures with the amount of Net Insurance
Proceeds received by the Borrower or any of its Subsidiaries from any Recovery
Event so long as such Net Insurance Proceeds are used to replace or restore any
properties or assets in respect of which such Net Insurance Proceeds were paid
as permitted in accordance with Section 4.02(g), but only to the extent that
such Net Insurance Proceeds are not otherwise required to be applied to repay
Term Loans pursuant to Section 4.02(g).

                  (d) In addition to the foregoing, and without counting against
the limits set forth in clause (a) above, the Borrower and its Wholly-Owned
Domestic Subsidiaries that are Subsidiary Guarantors may consummate (i)
Permitted Acquisitions in accordance with the


                                      -79-
<PAGE>

requirements of Section 8.14 and (ii) transactions permitted under Sections
9.02(xiii) and 9.05(iv), (ix), (xi) and (xii).

                  9.08 Consolidated Interest Coverage Ratio. The Borrower will
not permit the Consolidated Interest Coverage Ratio for any Test Period ending
(i) after the Effective Date and on or prior to the Borrower's fiscal year
ending December 31, 2004, to be less than 4.25:1.00 and (ii) thereafter, to be
less than 4.50:1.00.

                  9.09 Minimum Consolidated Fixed Charge Coverage Ratio. The
Borrower will not permit the Consolidated Fixed Charge Coverage Ratio for any
Test Period ending (i) after the Effective Date and on or prior to the
Borrower's fiscal year ending December 31, 2004, to be less than 1.75:1.00, (ii)
thereafter and on or prior to the Borrower's fiscal year ending December 31,
2005, to be less than 2.00:1.00 and (iii) thereafter, to be less than 2.50:1.00.

                  9.10 Senior Secured Leverage Ratio. The Borrower will not
permit the Senior Secured Leverage Ratio at any time to be greater than
2.00:1.00.

                  9.11 Total Leverage Ratio. The Borrower will not permit the
Total Leverage Ratio at any time during any period set forth below to exceed the
respective ratio set forth opposite such period below:

<Table>
<Caption>
                          Period                                        Ratio
                          ------                                      ---------
<S>                                                                   <C>
          From the Effective Date to, but not including, the last     3.50:1.00
          day of the Borrower's fiscal year ending December 31,
          2004

          Thereafter to, but not including, the last day of the       3.00:1.00
          Borrower's fiscal year ending December 31, 2005

          Thereafter                                                  2.75:1.00
</Table>

                  9.12 Limitations on Payments of Senior Notes; Modifications of
Senior Note Documents, Certificate of Incorporation, By-Laws and Certain Other
Agreements, etc. The Borrower will not, and will not permit any of its
Subsidiaries to:

                  (i) except in connection with a Permitted Roadway Bond
         Refinancing, make (or give any notice in respect of) any voluntary or
         optional payment or prepayment on or redemption or acquisition for
         value of, or any prepayment or redemption as a result of any asset
         sale, change of control or similar event under (including, in each case
         without limitation, by way of depositing with the trustee with respect
         thereto, or with any other Person, money or securities before due for
         the purpose of paying when due), any Senior Notes or, unless
         constituting Incremental Term Loans hereunder, the Permitted Roadway
         Bond Refinancing; provided that the foregoing does not prohibit any
         payment or prepayment of the Senior Notes that is mandatory thereunder;


                                      -80-
<PAGE>


                  (ii) amend or modify, or permit the amendment or modification
         of any provision of, any Senior Note Document or any document or,
         unless constituting Incremental Term Loans hereunder, agreement
         relating to the Permitted Roadway Bond Refinancing, other than any such
         amendments or modifications which could not reasonably be expected to
         be adverse to the interests of the Lenders in any material respect and
         which have been approved in writing by the Administrative Agent; or

                  (iii) amend, modify or change its certificate or articles of
         incorporation (including, without limitation, by the filing or
         modification of any certificate or articles of designation),
         certificate of formation, limited liability company agreement or
         by-laws (or the equivalent organizational documents), as applicable, or
         any agreement entered into by it with respect to its capital stock or
         other equity interests, or enter into any new agreement with respect to
         its capital stock or other equity interests, unless such amendment,
         modification, change or other action contemplated by this clause (iii)
         could not reasonably be expected to be adverse to the interests of the
         Lenders.

                  9.13 Limitation on Certain Restrictions on Subsidiaries. The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any such Subsidiary to (a) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Borrower or any of its
Subsidiaries, or pay any Indebtedness owed to the Borrower or any of its
Subsidiaries, (b) make loans or advances to the Borrower or any of its
Subsidiaries or (c) transfer any of its properties or assets to the Borrower or
any of its Subsidiaries, except for such encumbrances or restrictions existing
under or by reason of (i) applicable law, (ii) this Agreement and the other
Credit Documents, (iii) the Senior Note Documents, (iv) customary provisions
restricting subletting or assignment of any lease governing any leasehold
interest of the Borrower or any of its Subsidiaries, (v) customary provisions
restricting assignment of any licensing agreement (in which the Borrower or any
of its Subsidiaries is the licensee) or other contract entered into by the
Borrower or any of its Subsidiaries in the ordinary course of business, (vi) the
Reimer Postponement Agreement or (vii) restrictions on the transfer of any asset
subject to a Lien permitted by Section 9.01(iii), (vi), (vii), (viii) or (xv).

                  9.14 Business, etc. The Borrower will not, and will not permit
any of its Subsidiaries to, engage in any business other than the businesses
engaged in by the Borrower and its Subsidiaries as of the Initial Borrowing Date
and reasonable extensions thereof.

                  9.15 Limitation on Creation of Subsidiaries. The Borrower will
not, and will not permit any of its Subsidiaries to, establish, create or
acquire after the Initial Borrowing Date any Subsidiary, provided that (I) the
Borrower and its Wholly Owned Subsidiaries may (x) establish, create and, to the
extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries,
including, without limitation, in connection with the GPS Option Agreements and
(y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent
permitted by the definition of Permitted Acquisition, in each case so long as
(i) all of the capital stock and other equity interests of such new Subsidiary
are (to the extent owned by a Credit Party) pledged to the Collateral Agent
pursuant to the terms and conditions of the Pledge Agreement, (ii) each such new
Domestic Subsidiary (other than an Immaterial Subsidiary or a Receivables
Entity) enters


                                      -81-
<PAGE>


into the Subsidiaries Guaranty and executes and delivers to the Collateral Agent
a counterpart of the Pledge Agreement and the Security Agreement, (iii) each
such new Domestic Subsidiary (other than an Immaterial Subsidiary or a
Receivables Entity) enters into such Mortgages as the Administrative Agent or
the Required Lenders may require pursuant to Section 8.12 and (iv) each such new
Domestic Subsidiary (other than an Immaterial Subsidiary or a Receivables
Entity) executes and delivers all other relevant documentation (including
opinions of counsel) of the type described in Section 5 as such new Subsidiary
would have had to deliver if it were a Credit Party on the Initial Borrowing
Date, provided, however, that upon such date as a Subsidiary has assets in
excess of those allowed by the definition of Immaterial Subsidiary, then such
Subsidiary, and the owners of all of the capital securities thereof, shall on
such date comply immediately with the terms of this Section 9.15 and (II) the
Borrower and its Wholly Owned Subsidiaries may establish, create and, to the
extent permitted by this Agreement, acquire Subsidiaries which are not
Wholly-Owned so long as (i) all of the capital stock and other equity interests
of such new Subsidiary are (to the extent owned by a Credit Party) pledged to
the Collateral Agent pursuant to the terms and conditions of the Pledge
Agreement, (ii) the aggregate amount invested in such new Subsidiary (including
by way of stock purchases, capital contribution, loans, guarantees of
obligations or otherwise) shall be permitted under Section 9.05(xiii) (and not
any other subsection of Section 9.05), (iii) each such new Subsidiary (other
than an Immaterial Subsidiary) of which the Borrower owns 70% or more of the
Equity Interests enters into the Subsidiaries Guaranty and executes and delivers
to the Collateral Agent a counterpart of the Pledge Agreement and the Security
Agreement, (iv) each such new Subsidiary (other than an Immaterial Subsidiary)
of which the Borrower owns 70% or more of the Equity Interests enters into such
Mortgages as the Administrative Agent or the Required Lenders may require
pursuant to Section 8.12 and (v) each such new Subsidiary (other than an
Immaterial Subsidiary) of which the Borrower owns 70% or more of the Equity
Interests executes and delivers all other relevant documentation (including
opinions of counsel) of the type described in Section 5 as such new Subsidiary
would have had to deliver if it were a Credit Party on the Initial Borrowing
Date, provided, however, that upon such date as a Subsidiary has assets in
excess of those allowed by the definition of Immaterial Subsidiary, then such
Subsidiary, and the owners of all of the capital securities thereof, shall on
such date comply immediately with the terms of this Section 9.15.
Notwithstanding anything set forth above, only 65% of the Equity Interests of
first-tier Foreign Subsidiaries will be required to be pledged in accordance
with this Section 9.15 or any other provision of the Credit Agreement.

                  9.16 Limitation on Issuance of Capital Stock. (a) The Borrower
will not, and will not permit any of its Subsidiaries to, issue (i) any
preferred stock or other preferred equity interests other than (x) Qualified
Preferred Stock of the Borrower or (y) any preferred stock issued by a
Subsidiary of the Borrower to the extent that such preferred stock is held by
the Borrower or a Wholly-Owned Subsidiary thereof or (ii) any redeemable common
stock or other redeemable common equity interests other than Qualified Common
Stock.

                  (b) The Borrower will not permit any of its Subsidiaries to
issue any capital stock or other equity interests (including by way of sales of
treasury stock) or any options or warrants to purchase, or securities
convertible into, capital stock or other equity interests, except (i) for
transfers and replacements of then outstanding shares of capital stock or other
equity interests, (ii) for stock splits, stock dividends and issuances which do
not decrease the percentage ownership of the Borrower or any of its Subsidiaries
in any class of the capital stock or other


                                      -82-
<PAGE>


equity interests of such Subsidiary, (iii) other nominal amounts required to be
held by local nationals in each case to the extent required, or (iv) for
issuances by newly created or acquired Subsidiaries in accordance with the terms
of this Agreement.

                  9.17 Changes to Legal Names, Organizational Identification
Numbers, Jurisdiction or Type or Organization. No Credit Party shall change, or
permit any change to, its legal name until (i) it shall have given to the
Collateral Agent not less than 15 days prior written notice of its intention so
to do, clearly describing such new name and providing other information in
connection therewith as the Collateral Agent may reasonably request and (ii)
with respect to such new name, it shall have taken all action reasonably
requested by the Collateral Agent to maintain the security interests of the
Collateral Agent in the Collateral intended to be granted pursuant to the
applicable Security Documents at all times fully perfected and in full force and
effect. In addition, to the extent that any Credit Party does not have an
organizational identification number on the Initial Borrowing Date and later
obtains one, or if there is any change in the organizational identification
number of any Credit Party, the Borrower or such other Credit Party shall
promptly notify the Collateral Agent of such new or changed organizational
identification number and shall take all actions reasonably satisfactory to the
Collateral Agent to the extent necessary to maintain the security interests of
the Collateral Agent in the Collateral intended to be granted pursuant to the
applicable Security Documents fully perfected and in full force and effect.
Furthermore, no Credit Party shall change its jurisdiction of organization or
its type of organization until (i) it shall have given to the Collateral Agent
not less than 15 days prior written notice of its intention so to do, clearly
describing such new jurisdiction of organization and/or type of organization and
providing such other information in connection therewith as the Collateral Agent
may reasonably request (although no change pursuant to this Section 9.17 shall
be permitted to the extent that it involves a "Registered Organization" (as
defined in the Pledge Agreement) ceasing to constitute same) and (ii) with
respect to such new jurisdiction and/or type of organization, it shall have
taken all actions reasonably requested by the Collateral Agent to maintain the
security interests of the Collateral Agent in the Collateral intended to be
granted pursuant to the Security Documents at all times fully perfected and in
full force and effect.

                  SECTION 10. Events of Default. Upon the occurrence of any of
the following specified events (each an "Event of Default"):

                  10.01 Payments. The Borrower shall (i) default in the payment
when due of any principal of any Loan or any Note or (ii) default, and such
default shall continue unremedied for three or more Business Days, in the
payment when due of any interest on any Loan or Note, any Unpaid Drawing or any
Fees or any other amounts owing hereunder or under any other Credit Document; or

                  10.02 Representations, etc. Any representation, warranty or
statement made or deemed made by any Credit Party herein or in any other Credit
Document or in any certificate delivered to the Administrative Agent or any
Lender pursuant hereto or thereto shall prove to be untrue in any material
respect on the date as of which made or deemed made; or

                  10.03 Covenants. The Borrower or any of its Subsidiaries shall
(i) default in the due performance or observance by it of any term, covenant or
agreement contained in


                                      -83-
<PAGE>


Section 8.01(f)(i), 8.07(b), 8.08, 8.11, 8.12, 8.13, 8.14, or Section 9 or (ii)
default in the due performance or observance by it of any other term, covenant
or agreement contained in this Agreement or in any other Credit Document (other
than those set forth in Sections 10.01 and 10.02) and such default shall
continue unremedied for a period of 30 days after written notice thereof to the
defaulting party by the Administrative Agent or the Required Lenders; or

                  10.04 Default Under Other Agreements. (i) The Borrower or any
of its Subsidiaries shall (x) default in any payment of any Indebtedness (other
than the Obligations) beyond the period of grace, if any, provided in an
instrument or agreement under which such Indebtedness was created or (y) default
in the observance or performance of any agreement or condition relating to any
Indebtedness (other than the Obligations) or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders) to cause (determined
without regard to whether any notice is required), any such Indebtedness to
become due prior to its stated maturity, or (ii) any Indebtedness (other than
the Obligations) of the Borrower or any of its Subsidiaries shall be declared to
be (or shall become) due and payable, or required to be prepaid other than by a
regularly scheduled required prepayment, prior to the stated maturity thereof,
provided that it shall not be a Default or an Event of Default under this
Section 10.04 unless the aggregate principal amount of all Indebtedness as
described in preceding clauses (i) and (ii) is at least $15,000,000; or

                  10.05 Bankruptcy, etc. The Borrower or any of its Subsidiaries
shall commence a voluntary case concerning itself under Title 11 of the United
States Code entitled "Bankruptcy," as now or hereafter in effect, or any
successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced
against the Borrower or any of its Subsidiaries, and the petition is not
controverted within 10 days, or is not dismissed within 60 days, after
commencement of the case; or a custodian (as defined in the Bankruptcy Code) is
appointed for, or takes charge of, all or substantially all of the property of
the Borrower or any of its Subsidiaries, or the Borrower or any of its
Subsidiaries commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to the Borrower or any of its Subsidiaries, or there is
commenced against the Borrower or any of its Subsidiaries any such proceeding
which remains undismissed for a period of 60 days, or the Borrower or any of its
Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered; or the Borrower or
any of its Subsidiaries suffers any appointment of any custodian or the like for
it or any substantial part of its property to continue undischarged or unstayed
for a period of 60 days; or the Borrower or any of its Subsidiaries makes a
general assignment for the benefit of creditors; or any corporate, limited
liability company or similar action is taken by the Borrower or any of its
Subsidiaries for the purpose of effecting any of the foregoing; or

                  10.06 ERISA. (A) (i) Any Plan shall fail to satisfy the
minimum funding standard required for any plan year or part thereof under
Section 412 of the Code or Section 302 of ERISA or a waiver of such standard or
extension of any amortization period is sought or granted under Section 412 of
the Code or Section 303 or 304 of ERISA with respect to any Plan, (ii) a
Reportable Event shall have occurred, (iii) a contributing sponsor (as defined
in


                                      -84-
<PAGE>


Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA shall be
subject to the advance reporting requirement of PBGC Regulation Section 4043.61
(without regard to subparagraph (b)(1) thereof) and an event described in
subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043
shall be reasonably expected to occur with respect to such Plan within the
following 30 days, (iv) any Plan which is subject to Title IV of ERISA shall
have had or is likely to have a trustee appointed by the PBGC to administer such
Plan, (v) any Plan which is subject to Title IV of ERISA is, or shall have been
or is likely to be terminated in a distress termination under Section 4041(c) of
ERISA or the subject of termination proceedings under Section 4042 of ERISA,
(vi) any Multiemployer Plan is or shall have been terminated under Section 4041A
of ERISA or the subject of termination proceedings under Section 4042 of ERISA,
(vii) a contribution required to be made with respect to a Plan, a Multiemployer
Plan, a Welfare Benefit Plan or a Foreign Pension Plan has not been timely made,
(viii) the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate has
incurred any liability to or on account of a Plan or a Multiemployer Plan under
Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of
ERISA or Section 401(a)(29), 4971 or 4975 of the Code or on account of a group
health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the
Code) under Section 4980B of the Code, (ix) the Borrower or any Subsidiary of
the Borrower has incurred liabilities pursuant to one or more Welfare Benefit
Plans that provide benefits to retired employees or other former employees
(other than as required by Section 601 of ERISA or other than the full cost of
which is borne by former employees), (x) a "default" within the meaning of
Section 4219(c)(5) of ERISA by the Borrower, a Subsidiary of the Borrower, an
ERISA Affiliate, United Parcel Service of America Inc. or Arkansas Best
Corporation shall occur with respect to any Multiemployer Plan, or (xi) any
applicable law, rule or regulation relating to any Plan, Welfare Benefit Plan,
Multiemployer Plan or Foreign Plan is adopted, changed or interpreted, or the
interpretation or administration thereof is changed, in each case after the date
hereof, by any governmental authority or agency or by any court (a "Change in
Law"), or, as a result of a Change in Law, an event occurs following a Change in
Law, with respect to or otherwise affecting any Plan, Welfare Benefit Plan,
Multiemployer Plan or Foreign Plan, (B) there shall result from any such event
or events the imposition of a lien, the granting of a security interest, or a
liability or a material risk of incurring a liability and (C) such lien,
security interest or liability, either individually and/or in the aggregate, has
had, or could reasonably be expected to have, a Material Adverse Effect; or

                  10.07 Security Documents. Any of the Security Documents shall
cease to be in full force and effect (except in accordance with the terms
thereof), or shall cease to give the Collateral Agent for the benefit of the
Secured Creditors the Liens, rights, powers and privileges purported to be
created thereby (including, without limitation, a perfected security interest
in, and Lien on, all of the Collateral, in favor of the Collateral Agent,
superior to and prior to the rights of all third Persons (except as permitted by
Section 9.01), and subject to no other Liens (except as permitted by Section
9.01), or any Credit Party shall default in the due performance or observance of
any term, covenant or agreement on its part to be performed or observed pursuant
to any such Security Document and such default shall continue beyond the period
of grace, if any, specifically applicable thereto pursuant to the terms of such
Security Document or this Agreement; or

                  10.08 Subsidiaries Guaranties. Any Subsidiaries Guaranty or
any provision thereof shall cease to be in full force or effect as to any
Subsidiary Guarantor (except in


                                      -85-
<PAGE>



accordance with the terms thereof), or any Subsidiary Guarantor or any Person
acting for or on behalf of such Subsidiary Guarantor shall deny or disaffirm
such Subsidiary Guarantor's obligations under the Subsidiaries Guaranty to which
it is a party (other than as a result of the release of any Subsidiary Guarantor
from its Subsidiaries Guaranty in accordance with the terms thereof) or any
Subsidiary Guarantor shall default in the due performance or observance of any
term, covenant or agreement on its part to be performed or observed pursuant to
the Subsidiaries Guaranty to which it is a party and such default shall continue
beyond the period of grace, if any, specifically applicable thereto pursuant to
the terms of such Subsidiaries Guaranty or this Agreement; or

                  10.09 Judgments. One or more judgments or decrees shall be
entered against the Borrower or any Subsidiary of the Borrower which shall not
be vacated, discharged or stayed or bonded pending appeal for any period of 30
consecutive days, and such judgments and decrees (not paid or fully covered by a
reputable and solvent insurance company) equal or exceed in the aggregate for
the Borrower and its Subsidiaries $15,000,000; or

                  10.10 Permitted Receivables Facility. At any time after the
Permitted Receivables Facility Transaction Date, an early (unscheduled)
amortization event under the Permitted Receivables Facility Documents or any
event permitting any Person (other than the Borrower or any of its Subsidiaries)
party to the Permitted Receivables Facility Documents to effect an early
termination, prior to the scheduled termination date, of the Permitted
Receivables Facility (or portion thereof) shall have occurred and be continuing;
or

                  10.11 Change of Control. A Change of Control shall occur;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent, upon the written request of
the Required Lenders, shall by written notice to the Borrower, take any or all
of the following actions, without prejudice to the rights of the Administrative
Agent, any Lender or the holder of any Note to enforce its claims against any
Credit Party (provided that, if an Event of Default specified in Section 10.05
shall occur with respect to the Borrower, the result which would occur upon the
giving of written notice by the Administrative Agent as specified in clauses (i)
and (ii) below shall occur automatically without the giving of any such notice):
(i) declare the Total Commitment terminated, whereupon all Commitments of each
Lender shall forthwith terminate immediately and any Commitment Commission shall
forthwith become due and payable without any other notice of any kind; (ii)
declare the principal of and any accrued interest in respect of all Loans and
the Notes and all Obligations owing hereunder and thereunder to be, whereupon
the same shall become, forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by each
Credit Party; (iii) terminate any Letter of Credit which may be terminated in
accordance with its terms; (iv) direct the Borrower to pay (and the Borrower
agrees that upon receipt of such notice, or upon the occurrence of an Event of
Default specified in Section 10.05 with respect to the Borrower, it will pay) to
the Administrative Agent at the Payment Office such additional amount of cash or
Cash Equivalents, to be held as security by the Administrative Agent, as is
equal to the aggregate Stated Amount of all Letters of Credit issued for the
account of the Borrower and then outstanding; (v) enforce, as Collateral Agent,
all of the Liens and security interests created pursuant to the Security
Documents; and (vi) apply any cash collateral held by the Administrative Agent
pursuant to Section 4.02 to the repayment of the Obligations.


                                      -86-
<PAGE>


                  SECTION 11. Definitions and Accounting Terms.

                  11.01 Defined Terms. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):

                  "Acquired Entity or Business" shall mean either (x) the assets
constituting a business, division or product line of any Person not already a
Subsidiary of the Borrower or (y) 100% of the capital stock of any such Person,
which Person shall, as a result of such stock acquisition, become a Wholly-Owned
Subsidiary of the Borrower (or shall be merged with and into the Borrower or a
Wholly-Owned Subsidiary of the Borrower, with the Borrower or such Wholly-Owned
Subsidiary being the surviving Person).

                  "Additional Security Documents" shall have the meaning
provided in Section 8.12(a).

                  "Adjusted Consolidated EBITDA" shall mean for any period,
Consolidated EBITDA for such period, adjusted by deducting therefrom the amount
of (i) all Capital Expenditures for such period and (ii) all cash payments made
by the Borrower and its Subsidiaries in respect of income taxes or income tax
liabilities for such period.

                  "Administrative Agent" shall mean DB New York, in its capacity
as Administrative Agent for the Lenders hereunder, and shall include any
successor to the Administrative Agent appointed pursuant to Section 12.09.

                  "Affiliate" shall mean, with respect to any Person, any other
Person directly or indirectly controlling (including, but not limited to, all
directors and officers of such Person), controlled by, or under direct or
indirect common control with, such Person. A Person shall be deemed to control
another Person if such Person possesses, directly or indirectly, the power (i)
to vote 5% or more of the securities having ordinary voting power for the
election of directors (or equivalent governing body) of such Person or (ii) to
direct or cause the direction of the management and policies of such other
Person, whether through the ownership of voting securities, by contract or
otherwise; provided, however, that neither any Agent nor any Lender (nor any
Affiliate thereof) shall be considered an Affiliate of the Borrower or any
Subsidiary thereof.

                  "Agents" shall mean the Administrative Agent, the Collateral
Agent, each Co-Syndication Agent and each Co-Documentation Agent.

                  "Agreement" shall mean this Credit Agreement, as modified,
supplemented, amended, restated (including any amendment and restatement
hereof), extended or renewed from time to time.

                  "Applicable CL Margin" shall mean at any time, the Applicable
Margin at such time for Initial Term Loans maintained as Eurodollar Loans
(whether or not Initial Term Loans are then outstanding).


                                      -87-
<PAGE>


                  "Applicable Commitment Fee Rate" shall mean for any day, the
respective percentage per annum set forth below under column entitled
"Applicable Commitment Fee Rate" and opposite the respective Level (i.e., Level
1, Level 2, Level 3 or Level 4, as the case may be) indicated to have been
achieved on the applicable Test Date for such Margin Reduction Period (as shown
in the respective officer's certificate delivered pursuant to Section 8.01(e) or
the proviso below):

<Table>
<Caption>

                                                 Applicable
                                              Commitment Fee
       Level       Total Leverage Ratio            Rate
       -----       --------------------       --------------
<S>                <C>                        <C>
         1         Greater than or equal
                   to 2.50:1.00                   0.50%
         2         Less than 2.50:1.00
                   but greater than or
                   equal to 2.00:1.00             0.50%
         3         Less than  2.00:1.00
                   but greater than or
                   equal to 1.50:1.00             0.375%
         4         Less than 1.50:1.00            0.25%
</Table>

         ; provided that:

                  (I) if the Borrower fails to deliver the financial statements
         required to be delivered pursuant to Section 8.01(a) or (b)
         (accompanied by the officer's certificate required to be delivered
         pursuant to Section 8.01(e) showing the applicable Total Leverage Ratio
         on the relevant Test Date) on or prior to the respective date required
         by such Sections, then Level 1 pricing shall apply until such time, if
         any, as the financial statements required as set forth above and the
         accompanying officer's certificate have been delivered showing the
         pricing for the respective Margin Reduction Period is at a Level below
         Level 1 (it being understood that, in the case of any late delivery of
         the financial statements and officer's certificate as so required, any
         reduction in the Applicable Margin shall apply only from and after the
         date of the delivery of the complying financial statements and
         officer's certificate); and

                  (II) (i) Level 1 pricing shall apply at all times when any
         Default or Event of Default is in existence and (ii) for the period
         from the Initial Borrowing Date to the date of the delivery of the
         Borrower's financial statements (and related officer's certificate) in
         respect of its fiscal quarter ending closest to June 30, 2004, Level 2
         pricing shall apply.

                  "Applicable Margin" shall mean in respect of Revolving Loans,
Initial Term Loans and Swingline Loans for any Margin Reduction Period, the
respective percentage per annum set forth below under the respective Type of
Loans and opposite the respective Level (i.e., Level 1, Level 2, Level 3 or
Level 4, as the case may be) indicated to have been achieved on the applicable
Test Date for such Margin Reduction Period (as shown in the respective officer's
certificate delivered pursuant to Section 8.01(e) or the proviso below):

                                      -88-

<PAGE>

<Table>
<Caption>

                                                                                                   Initial Term
                                           Swingline Loans                        Initial Term         Loans
                                            and Revolving     Revolving Loans        Loans         Maintained as
                                          Loans maintained     maintained as     maintained as      Eurodollar
    Level       Total Leverage Ratio     as Base Rate Loans   Eurodollar Loans  Base Rate Loans        Loans
    -----       --------------------     ------------------   ----------------  ---------------    -------------
<S>             <C>                      <C>                  <C>               <C>                <C>
      1         Greater than or equal           1.00%              2.00%             1.00%             2.00%
                to 2.50:1.00
      2         Less than 2.50:1.00             0.75%              1.75%             0.75%             1.75%
                but greater than or
                equal to 2.00:1.00
      3         Less than                       0.50%              1.50%             0.75%             1.75%
                2.00:1.00 but greater
                than or equal to
                1.50:1.00
      4         Less than 1.50:1.00             0.25%              1.25%             0.50%             1.50%
</Table>

         ; provided that:

                  (I) if the Borrower fails to deliver the financial statements
         required to be delivered pursuant to Section 8.01(a) or (b)
         (accompanied by the officer's certificate required to be delivered
         pursuant to Section 8.01(e) showing the applicable Total Leverage Ratio
         on the relevant Test Date) on or prior to the respective date required
         by such Sections, then Level 1 pricing shall apply until such time, if
         any, as the financial statements required as set forth above and the
         accompanying officer's certificate have been delivered showing the
         pricing for the respective Margin Reduction Period is at a Level below
         Level 1 (it being understood that, in the case of any late delivery of
         the financial statements and officer's certificate as so required, any
         reduction in the Applicable Margin shall apply only from and after the
         date of the delivery of the complying financial statements and
         officer's certificate);

                  (II) (i) Level 1 pricing shall apply at all times when any
         Default or Event of Default is in existence and (ii) for the period
         from the Initial Borrowing Date to the date of the delivery of the
         Borrower's financial statements (and related officer's certificate) in
         respect of its fiscal quarter ending June 30, 2004, Level 2 pricing
         shall apply;

                  (III) if the Borrower receives a corporate credit rating of at
         least BBB- from S&P and a senior implied rating Baa3 from Moody's, each
         of the respective percentages set forth in the table set forth above
         shall be reduced by 0.25% for so long as such ratings are maintained,
         such decrease to become effective on the date that the Borrower
         provides written notice of such ratings; and

                  (IV) with respect to each New Tranche of Incremental Term
         Loans, the Applicable Margins shall be that percentage set forth in, or
         calculated in accordance with, Section 1.15 and the relevant
         Incremental Commitment Agreement (or, in the case of any New Tranche of
         Incremental Term Loans extended pursuant to more than one Incremental
         Commitment Agreement, as may be provided in the first Incremental
         Commitment Agreement executed and delivered with respect to such New
         Tranche).


                                      -89-
<PAGE>


                  "Asset Sale" shall mean any sale, transfer or other
disposition by the Borrower or any of its Subsidiaries to any Person (including
by way of redemption by such Person) of any asset (including, without
limitation, any capital stock or other securities of, or equity interests in,
another Person) other than (i) sales of assets pursuant to Sections 9.02(ii),
(iv) (other than the sale of terminals when the proceeds thereof from a
transaction or series of related transactions exceed $25,000,000) and (viii) and
(ii) sales, transfers or other dispositions to the Borrower or a Wholly-Owned
Subsidiary of the Borrower permitted under this Agreement.

                  "Asset Sale Basket Amount" shall mean an amount not to exceed
in any fiscal year $15,000,000.

                  "Assignment and Assumption Agreement" shall mean an Assignment
and Assumption Agreement substantially in the form of Exhibit N (appropriately
completed).

                  "Attributable Debt" shall mean, as of any date of
determination thereof, the net present value (discounted according to GAAP at
the cost of debt implied in the lease) of the obligations of the lessee for
rental payments during the then remaining term of any applicable lease in
connection with a Sale and Leaseback Transaction.

                  "Attributable Receivables Indebtedness" at any time shall mean
the principal amount of Indebtedness which (i) if a Permitted Receivables
Facility is structured as a secured lending agreement, constitutes the principal
amount of such Indebtedness or (ii) if a Permitted Receivables Facility is
structured as a purchase agreement, would be outstanding at such time under the
Permitted Receivables Facility if same were structured as a secured lending
agreement rather than a purchase agreement.

                  "Backstopped Letters of Credit" shall have the meaning
provided in Section 5.05(a).

                  "Bankruptcy Code" shall have the meaning provided in Section
10.05.

                  "Base Rate" shall mean, at any time, the higher of (i) the
Prime Lending Rate at such time and (ii) 1/2 of 1% in excess of the overnight
Federal Funds Rate at such time.

                  "Base Rate Loan" shall mean each Swingline Loan and each other
Loan designated or deemed designated as such by the Borrower at the time of the
incurrence thereof or conversion thereto.

                  "Borrower" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Borrowing" shall mean the borrowing of one Type of Loan of a
single Tranche from all the Lenders having Commitments of the respective Tranche
(or from the Swingline Lender in the case of Swingline Loans) on a given date
(or resulting from a conversion or conversions on such date) having in the case
of Eurodollar Loans the same Interest Period, provided that Base Rate Loans
incurred pursuant to Section 1.10(b) shall be considered part of the related
Borrowing of Eurodollar Loans.



                                      -90-
<PAGE>


                  "Business Day" shall mean (i) for all purposes other than as
covered by clause (ii) below, any day except Saturday, Sunday and any day which
shall be in New York, New York, a legal holiday or a day on which banking
institutions are authorized or required by law or other government action to
close and (ii) with respect to all notices and determinations in connection
with, and payments of principal and interest on, Eurodollar Loans, any day which
is a Business Day described in clause (i) above and which is also a day for
trading by and between banks in U.S. dollar deposits in the interbank Eurodollar
market.

                  "Calculation Period" shall mean, in the case of any Permitted
Acquisition, the Test Period most recently ended prior to the date of any such
Permitted Acquisition for which financial statements are available.

                  "Capital Expenditures" shall mean, with respect to any Person,
all expenditures by such Person which should be capitalized in accordance with
GAAP and, without duplication, the amount of Capitalized Lease Obligations
incurred by such Person.

                  "Capitalized Lease Obligations" shall mean, with respect to
any Person, all rental obligations of such Person which, under GAAP, are or will
be required to be capitalized on the books of such Person, in each case taken at
the amount thereof accounted for as indebtedness in accordance with such
principles.

                  "Cash Equivalents" shall mean, as to any Person, (i)
securities issued or directly and fully guaranteed or insured by the United
States or any agency or instrumentality thereof (provided that the full faith
and credit of the United States is pledged in support thereof) having maturities
of not more than one year from the date of acquisition, (ii) marketable direct
obligations issued by any state of the United States or any political
subdivision of any such state or any public instrumentality thereof maturing
within one year from the date of acquisition thereof and, at the time of
acquisition, having one of the two highest ratings obtainable from either S&P or
Moody's, (iii) time deposits, demand deposits, certificates of deposit,
overnight investments and bankers acceptances of any Lender or any commercial
bank having, or which is the principal banking subsidiary of a bank holding
company having, a long-term unsecured debt rating of at least "A" or the
equivalent thereof from S&P or "A2" or the equivalent thereof from Moody's with
maturities of not more than six months from the date of acquisition by such
Person, (iv) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clause (i) above entered into
with any bank meeting the qualifications specified in clause (iii) above, (v)
commercial paper issued by any Person incorporated in the United States rated at
least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent
thereof by Moody's and in each case maturing not more than one year after the
date of acquisition by such Person, (vi) investments in money market funds
substantially all of whose assets are comprised of securities of the types
described in clauses (i) through (v) above, and (vii) in addition to clauses (i)
through (vi) above, in the case of any Foreign Subsidiary: (A) marketable direct
obligations issued by, or unconditionally guaranteed by, the sovereign nation in
which such Foreign Subsidiary is organized and is conducting business, or issued
by any agency thereof and backed by the full faith and credit of such sovereign
nation, and in each case maturing within one year from the date of acquisition
thereof; and (B) certificates of deposit, overnight investments or bankers'
acceptances maturing within one year from the date of acquisition thereof issued
by, or customary banking and depositary relationships with, any bank organized
under the laws of the


                                      -91-
<PAGE>


sovereign nation in which such Foreign Subsidiary is organized or is conducting
business, and having at the date of acquisition thereof combined capital and
surplus of not less than $100 million.

                  "Cash on Hand" shall have the meaning provided in Section
5.06.

                  "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same has been amended and may
hereafter be amended from time to time, 42 U.S.C. Section 9601 et seq.

                  "Change in Law" shall have the meaning provided in Section
10.06.

                  "Change of Control" shall mean (i) a "change of control" (or
similar event) under any Senior Note Document shall have occurred, (ii) any
"Person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act) (A) is or shall become the "beneficial owner" (as defined in Rules
13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 35% or
more of the outstanding voting and/or economic interest in the Borrower's
capital stock (determined on a fully diluted basis), or (B) shall have obtained
the power (whether or not exercised) to elect a majority of the Borrower's
directors or (iii) at any time the Board of Directors of the Borrower shall
cease to consist of a majority of Continuing Directors.

                  "CL Facility Fee" shall have the meaning provided in Section
3.01(c).

                  "CL Interest Payment Date" shall mean (i) in the case of the
first CL Interest Payment Date, the last day of the third Interest Period
applicable to Credit-Linked Deposits occurring after the Initial Borrowing Date
and (ii) the last day of every third Interest Period applicable to Credit-Linked
Deposits to occur thereafter.

                  "CL Lender" shall mean each Lender having a Credit-Linked
Commitment (or, to the extent terminated, an outstanding Credit-Linked Deposit).

                  "CL Letter of Credit" shall mean each Letter of Credit
designated as such pursuant to Section 2.03(a) or (c), as the case may be.

                  "CL Letter of Credit Outstandings" shall mean the aggregate
amount of all Letter of Credit Outstandings at such time in respect of CL
Letters of Credit.

                  "CL Percentage", with respect to any CL Lender at any time,
shall mean a fraction (expressed as a percentage) the numerator of which is the
Credit-Linked Commitment of such CL Lender at such time and the denominator of
which is the Total Credit-Linked Commitment at such time, provided that if the
CL Percentage of any CL Lender is to be determined after the Total Credit-Linked
Commitment has been terminated, then the CL Percentage of such CL Lender shall
be determined immediately prior (and without giving effect) to such termination.

                  "CL Unpaid Drawing" shall mean any Unpaid Drawing under a CL
Letter of Credit.


                                      -92-
<PAGE>


                  "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder. Section references to the Code are to the Code as in effect at the
date of this Agreement and any subsequent provisions of the Code amendatory
thereof, supplemental thereto or substituted therefor.

                  "Collateral" shall mean all property (whether real or
personal) with respect to which any security interests have been granted (or
purported to be granted) pursuant to any Security Document, including, without
limitation, all Pledge Agreement Collateral, all Security Agreement Collateral,
all Mortgaged Properties and all cash and Cash Equivalents delivered as
collateral pursuant to Section 4.02 or 10.

                  "Collateral Agent" shall mean the Administrative Agent acting
as collateral agent for the Secured Creditors pursuant to the Security
Documents.

                  "Commitment" shall mean any of the commitments of any Lender,
i.e., an Initial Term Loan Commitment, a Revolving Loan Commitment, a
Credit-Linked Commitment or an Incremental Term Loan Commitment.

                  "Commitment Commission" shall have the meaning provided in
Section 3.01(a).

                  "Consolidated EBIT" shall mean, for any period, Consolidated
Net Income for such period before deducting therefrom consolidated interest
expense of the Borrower and its Subsidiaries for such period (to the extent that
such consolidated interest expense was deducted in arriving at Consolidated Net
Income for such period) and provision for taxes based on income that were
included in arriving at Consolidated Net Income for such period and without
giving effect (x) to any extraordinary gains or any extraordinary losses, (y) to
any gains or losses from sales of assets other than from sales of inventory in
the ordinary course of business and (z) non-recurring restructuring charges not
to exceed $10,000,000 in any 12 month period.

                  "Consolidated EBITDA" shall mean, for any period, Consolidated
EBIT for such period, adjusted by adding thereto the amount of all amortization
of intangibles and depreciation that were deducted in arriving at Consolidated
Net Income for such period; it being understood that in determining the Senior
Secured Leverage Ratio and the Total Leverage Ratio only, Consolidated EBITDA
for any period shall be calculated on a Pro Forma Basis to give effect to any
Significant Acquisitions or Significant Asset Dispositions during such period.

                  "Consolidated Fixed Charge Coverage Ratio" shall mean, for any
period, the ratio of Adjusted Consolidated EBITDA to Consolidated Fixed Charges
for such period.

                  "Consolidated Fixed Charges" shall mean, for any period, the
sum, without duplication, of (i) Consolidated Interest Expense for such period
and (ii) the amount of all Dividends paid pursuant to Section 9.03 for such
period.

                  "Consolidated Indebtedness" shall mean, at any time without
duplication, the aggregate stated balance sheet amount of all Indebtedness (or,
(i) if greater, the aggregate face amount of any Indebtedness issued at a
discount and (ii) with respect to the Roadway Bonds, the aggregate face amount
of the Roadway Bonds) of the Borrower and its Subsidiaries at such time (but
including, without limitation, all Loans, Capitalized Lease Obligations and
guaranties of


                                      -93-
<PAGE>


Indebtedness that would otherwise be included under this definition, but
excluding any obligations in respect of letters of credit). For the avoidance of
doubt, Consolidated Indebtedness includes all Attributable Receivables
Indebtedness.

                  "Consolidated Interest Coverage Ratio" shall mean, for any
period, the ratio of Consolidated EBITDA to Consolidated Interest Expense for
such period.

                  "Consolidated Interest Expense" shall mean, for any period,
the sum of the total consolidated interest expense of the Borrower and its
Subsidiaries for such period (calculated without regard to any limitations on
the payment thereof) plus, without duplication, (i) that portion of Capitalized
Lease Obligations of the Borrower and its Subsidiaries representing the interest
factor for such period, (ii) the interest component of any lease payment under
Attributable Debt transactions paid by the Borrower and its Subsidiaries for
such period, (iii) the interest component of all Attributable Receivable
Indebtedness of the Borrower and its Subsidiaries for such period and (iv) fees
and expenses associated with letters of credit; provided that the amortization
of deferred financing, legal and accounting costs with respect to this Agreement
and any Senior Notes in each case shall be excluded from Consolidated Interest
Expense to the extent same would otherwise have been included therein.

                  "Consolidated Net Income" shall mean, for any period, the net
income (or loss) of the Borrower and its Subsidiaries for such period,
determined on a consolidated basis (after any deduction for minority interests),
provided that (i) in determining Consolidated Net Income, the net income of any
other Person which is not a Subsidiary of the Borrower or is accounted for by
the Borrower by the equity method of accounting shall be included only to the
extent of the payment of cash dividends or cash distributions by such other
Person to the Borrower or a Subsidiary thereof during such period, (ii) the net
income of any Subsidiary of the Borrower (other than the Borrower) shall be
excluded to the extent that the declaration or payment of cash dividends or
similar cash distributions by that Subsidiary of that net income is not at the
date of determination permitted by operation of its charter or any agreement,
instrument or law applicable to such Subsidiary and (iii) the net income (or
loss) of any other Person acquired by the Borrower or a Subsidiary of the
Borrower in a pooling of interests transaction for any period prior to the date
of such acquisition shall be excluded.

                  "Consolidated Senior Indebtedness" shall mean, at any time
without duplication, Consolidated Indebtedness less Subordinated Indebtedness.

                  "Contingent Obligation" shall mean, as to any Person, any
obligation of such Person as a result of such Person being a general partner of
any other Person, unless the underlying obligation is expressly made
non-recourse as to such general partner, and any obligation of such Person
guaranteeing or intended to guarantee any Indebtedness, Capitalized Lease
Obligations, or dividends ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent,
(i) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (ii) to advance or supply funds (x) for the
purchase or payment of any such primary obligation or (y) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (iii) to purchase property,
securities or services primarily for the purpose of assuring the


                                      -94-
<PAGE>


owner of any such primary obligation of the ability of the primary obligor to
make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the holder of such primary obligation against loss in respect thereof;
provided, however, that the term Contingent Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Contingent Obligation shall be deemed to be an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Contingent Obligation is made (or, if less, the maximum
amount of such primary obligation for which such Person may be liable pursuant
to the terms of the instrument evidencing such Contingent Obligation) or, if not
stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined
by such Person in good faith.

                  "Continuing Directors" shall mean (a) the directors of the
Borrower on the Effective Date and (b) each other director, if such director's
nomination for election to the Board of Directors of the Borrower is recommended
by a majority of then Continuing Directors.

                  "Credit Documents" shall mean this Agreement, each Note, the
Subsidiaries Guaranty, each Security Document and each Incremental Commitment
Agreement.

                  "Credit Event" shall mean the making of any Loan or the
issuance of any Letter of Credit.

                  "Credit Party" shall mean the Borrower and each Subsidiary
Guarantor.

                  "Credit-Linked Commitment" shall mean, for each Lender, the
amount set forth opposite such Lender's name in Schedule 1.01(a) directly below
the column entitled "Credit-Linked Commitment," as the same may be (x) reduced
from time to time or terminated pursuant to Sections 3.02, 3.03 and/or 10, as
applicable, (y) adjusted from time to time as a result of assignments to or from
such Lender pursuant to Section 1.13 or 13.04(b) or (z) increased from time to
time pursuant to Section 1.15.

                  "Credit-Linked Deposit" shall mean, as to each CL Lender, the
cash deposit made by such CL Lender pursuant to Section 2.07(a), 2.07(b), or
Section 1.13, 1.15 or 13.04(b), as the case may be, as such deposit may be (x)
reduced from time to time pursuant to the terms of this Agreement and (y)
reduced or increased from time to time pursuant to assignments to or by such CL
Lender pursuant to Section 1.13 or 13.04(b). The initial amount of each CL
Lender's Credit-Linked Deposit shall be equal to the amount of its Credit-Linked
Commitment on the Initial Borrowing Date or on the date that such Person becomes
a CL Lender pursuant to Section 1.13, 1.15 or 13.04(b).

                  "Credit-Linked Deposit Account" shall mean the account of, and
established by, the Administrative Agent under its sole and exclusive control
and maintained at the office of the Administrative Agent located at 60 Wall
Street, MS NYC60-4305, New York, New York, 10005-2858, and designated as the
"Yellow Credit-Linked Deposit Account" that shall be used solely for the
purposes set forth in Sections 2.04(c)(ii) and 2.05(b).


                                      -95-
<PAGE>


                  "Credit-Linked Deposit Cost Amount" shall mean, at any time,
an amount (expressed in basis points) determined by the Administrative Agent in
consultation with the Borrower based on the term on which the Credit-Linked
Deposits are invested from time to time and representing the Administrative
Agent's administrative cost for investing the Credit-Linked Deposits.

                  "DB Cayman" shall mean Deutsche Bank AG, Cayman Islands
Branch.

                  "DB New York" shall mean Deutsche Bank AG, New York Branch, in
its individual capacity, and any successor corporation thereto by merger,
consolidation or otherwise.

                  "Default" shall mean any event, act or condition which with
notice or lapse of time, or both, would constitute an Event of Default.

                  "Defaulting Lender" shall mean any Lender with respect to
which a Lender Default is in effect.

                  "Defaulting RL Lender" shall mean any RL Lender with respect
to which a Lender Default is in effect.

                  "Dividend" shall mean, with respect to any Person, that such
Person has declared or paid a dividend, distribution or returned any equity
capital to its stockholders, partners or members or authorized or made any other
distribution, payment or delivery of property (other than common equity of such
Person) or cash to its stockholders, partners or members as such, or redeemed,
retired, purchased or otherwise acquired, directly or indirectly, for a
consideration any shares of any class of its capital stock or any partnership or
membership interests outstanding on or after the Effective Date (or any options
or warrants issued by such Person with respect to its capital stock or other
equity interests), or set aside any funds for any of the foregoing purposes, or
shall have permitted any of its Subsidiaries to purchase or otherwise acquire
for a consideration any shares of any class of the capital stock or any
partnership or membership interests of such Person outstanding on or after the
Effective Date (or any options or warrants issued by such Person with respect to
its capital stock or other equity interests). Without limiting the foregoing,
"Dividends" with respect to any Person shall also include all payments made or
required to be made by such Person with respect to any stock appreciation
rights, plans, equity incentive or achievement plans or any similar plans or
setting aside of any funds for the foregoing purposes.

                  "Documents" shall mean the Credit Documents and the Merger
Agreement.

                  "Dollars" and the sign "$" shall each mean freely transferable
lawful money of the United States.

                  "Domestic Subsidiary" shall mean each Subsidiary of the
Borrower incorporated or organized in the United States or any State thereof.

                  "Drawing" shall have the meaning provided in Section 2.05(c).

                  "Effective Date" shall have the meaning provided in Section
13.10.


                                      -96-
<PAGE>


                  "Eligible Transferee" shall mean and include a commercial
bank, an insurance company, a finance company, a financial institution, any fund
that invests in loans or any other "accredited investor" (as defined in
Regulation D of the Securities Act), but in any event excluding the Borrower and
its Subsidiaries and Affiliates.

                  "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, directives,
claims, liens, notices of noncompliance or violation, investigations or
proceedings relating in any way to any Environmental Law or any permit issued,
or any approval given, under any such Environmental Law (hereafter, "Claims"),
including, without limitation, (a) any and all Claims by governmental or
regulatory authorities for enforcement, cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable Environmental Law, and (b)
any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief in connection
with alleged injury or threat of injury to health, safety or the environment due
to the presence of Hazardous Materials.

                  "Environmental Law" shall mean any Federal, state, foreign or
local statute, law, rule, regulation, ordinance, code, guideline, policy and
rule of common law now or hereafter in effect and in each case as amended, and
any judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, relating to the environment,
employee health and safety or Hazardous Materials, including, without
limitation, CERCLA; the Resource Conservation and Recovery Act, 42 U.S.C Section
6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et
seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the
Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Safe Drinking Water Act, 42
U.S.C. Section 3803 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. Section
2701 et seq.; the Emergency Planning and the Community Right-to-Know Act of
1986, 42 U.S.C. Section 11001 et seq.; the Hazardous Material Transportation
Act, 49 U.S.C. Section 1801 et seq.; the Occupational Safety and Health Act, 29
U.S.C. Section 651 et seq.; and any state and local or foreign counterparts or
equivalents, in each case as amended from time to time.

                  "Equity Interests" of any Person shall mean any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) equity of such Person,
including any preferred stock, any limited or general partnership interest and
any limited liability company membership interest.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations promulgated and
rulings issued thereunder. Section references to ERISA are to ERISA, as in
effect at the date of this Agreement and any subsequent provisions of ERISA,
amendatory thereof, supplemental thereto or substituted therefor.

                  "ERISA Affiliate" shall mean each person (as defined in
Section 3(9) of ERISA) which together with the Borrower or a Subsidiary of the
Borrower would be deemed to be a "single employer" (i) within the meaning of
Section 414(b), (c), (m) or (o) of the Code or (ii) as a result of the Borrower
or a Subsidiary of the Borrower being or having been a general partner of such
person.


                                      -97-
<PAGE>


                  "Eurodollar Loan" shall mean each Loan (other than a Swingline
Loan) designated as such by the Borrower at the time of the incurrence thereof
or conversion thereto.

                  "Eurodollar Rate" shall mean (a) the offered quotation to
first-class banks in the New York interbank Eurodollar market by the
Administrative Agent for Dollar deposits of amounts in immediately available
funds comparable to the outstanding principal amount of the Eurodollar Loan of
the Administrative Agent (in its capacity as a Lender) with maturities
comparable to the Interest Period applicable to such Eurodollar Loan commencing
two Business Days thereafter as of 10:00 A.M. (New York time) on the applicable
Interest Determination Date, divided (and rounded upward to the nearest 1/16 of
1%) by (b) a percentage equal to 100% minus the then stated maximum rate of all
reserve requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves required by applicable law) applicable
to any member bank of the Federal Reserve System in respect of Eurocurrency
funding or liabilities as defined in Regulation D (or any successor category of
liabilities under Regulation D).

                  "Event of Default" shall have the meaning provided in Section
10.

                  "Excess Cash Flow" shall mean, for any Excess Cash Payment
Period, the remainder of (a) the "net cash provided by operating activities" as
shown on the Borrower's "Statement of Consolidated Cash Flows" as delivered with
its financial statements for the relevant Excess Cash Payment Period pursuant to
Section 8.01(b) minus (b) the sum of, without duplication, (i) the aggregate
amount of all Capital Expenditures made by the Borrower and its Subsidiaries
during such period (other than Capital Expenditures to the extent financed with
equity proceeds, Asset Sale proceeds, insurance proceeds or Indebtedness), and
(ii) the aggregate amount of permanent principal payments of Indebtedness for
borrowed money of the Borrower and its Subsidiaries during such period (other
than (A) repayments to the extent made with Asset Sale proceeds, equity
proceeds, insurance proceeds or Indebtedness and (B) repayments of Loans,
provided that repayments of Loans shall be deducted in determining Excess Cash
Flow to the extent such repayments were (x) required as a result of a Scheduled
Repayment under Section 4.02(c) or 4.02(d) or (y) made as a voluntary prepayment
with internally generated funds (but in the case of a voluntary prepayment of
Revolving Loans or Swingline Loans, only to the extent accompanied by a
voluntary reduction to the Total Revolving Loan Commitment in an amount equal to
such prepayment)).

                  "Excess Cash Payment Date" shall mean the date occurring 90
days after the last day of each fiscal year of the Borrower (beginning with its
fiscal year ending December 31, 2004).

                  "Excess Cash Payment Period" shall mean, with respect to the
repayment required on each Excess Cash Payment Date, the immediately preceding
fiscal year of the Borrower.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                  "Excluded Foreign Subsidiaries" shall mean OPK Insurance Co.
Ltd., Roadway Express, B.V., Roadway S.A. de C.V., Transcontinental Lease S.A.
de C.V. and Yellow Transportation Mexicana S.A. de C.V.; provided that if at any
time the aggregate earnings,


                                      -98-
<PAGE>


                  revenues or book value of the assets, as the case may be, of
all Subsidiaries of the Borrower which would otherwise be Excluded Foreign
Subsidiaries exceeds $30,000,000 then certain Subsidiaries designated by the
Borrower to the Administrative Agent in writing shall no longer be "Excluded
Foreign Subsidiaries" such that the aggregate earnings, revenues or book value
of the assets, as the case may be, of all Excluded Foreign Subsidiaries (after
giving effect to such designation) does not exceed $30,000,000 at such time.

                  "Existing Credit Agreements" shall mean, collectively, the
Existing Roadway Credit Agreement and the Existing Yellow Credit Agreement.

                  "Existing Indebtedness" shall have the meaning provided in
Section 5.18.

                  "Existing Roadway Credit Agreement" shall mean the Credit
Agreement, dated as of November 30, 2001, among Roadway Corporation, various
financial institutions, Harris Trust and Savings Bank and National City Bank, as
co-syndication agents and Credit Suisse First Boston, as administrative agent.

                  "Existing Yellow Credit Agreement" shall mean the Revolving
Credit Agreement, dated as of April 5, 2001 among Yellow Corporation, the
lenders named therein, Wachovia Bank, N.A., as syndication agent, Firstar Bank,
N.A., as a documentation agent, Fleet National Bank, as a documentation agent,
Suntrust Bank, as a documentation agent and Bank One, N.A., as administrative
agent.

                  "Extension Deadline" shall have the meaning provided in
Section 1.14.

                  "Facing Fee" shall have the meaning provided in Section
3.01(d).

                  "Federal Funds Rate" shall mean, for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal Funds
brokers of recognized standing selected by the Administrative Agent.

                  "Fees" shall mean all amounts payable pursuant to or referred
to in Section 3.01.

                  "Financial Officer" of any Person shall mean the chief
financial officer, principal accounting officer, treasurer or controller of such
Person.

                  "5% Contingent Convertible Senior Note Documents" shall mean
the 5% Contingent Convertible Senior Note Indenture, the 5% Contingent
Convertible Senior Notes and each other document or agreement relating to the
issuance of the 5% Contingent Convertible Senior Notes, as each of the same may
be amended, modified or supplemented from time to time in accordance with the
terms hereof and thereof.


                                      -99-
<PAGE>


                  "5% Contingent Convertible Senior Note Indenture" shall mean
the Indenture, dated as of August 8, 2003 among the Borrower and Deutsche Bank
Trust Company Americas, as trustee thereunder, as in effect on the Effective
Date and as the same may be amended, modified or supplemented from time to time
in accordance with the terms hereof and thereof.

                  "5% Contingent Convertible Senior Notes" shall mean the
Borrower's 5% Contingent Convertible Senior Notes due 2023 issued pursuant to
the 5% Contingent Convertible Senior Note Indenture.

                  "Foreign Pension Plan" shall mean each employee benefit plan,
employment, bonus, incentive, stock purchase and stock option plan, program,
agreement or arrangement; and each severance, termination pay, salary
continuation, retention, accrued leave, vacation, sick pay, sick leave, medical,
life insurance, disability, accident, profit-sharing, fringe benefit, pension,
deferred compensation or other retirement or superannuation plan, fund, program,
agreement, commitment or arrangement sponsored, established, maintained or
contributed to, or required to be contributed to, or with respect to which any
liability is borne, outside the fifty states of the United States of America, by
the Borrower or any of its Subsidiaries, including, without limitation, any such
plan, fund, program, agreement or arrangement sponsored by a government or
governmental entity.

                  "Foreign Subsidiary" shall mean each Subsidiary of the
Borrower which is not incorporated or organized in the United States or any
State or territory thereof.

                  "GAAP" shall mean the generally accepted accounting principles
in the United States as in effect in the manner provided for in Section
13.07(a).

                  "GPS Option Agreements" shall mean (i) the GPS Asia Option
Agreement, dated August 12, 2003, among Yellow Corporation, Yellow Global LLC,
Asia Challenge Limited, GPS Logistics Group Ltd. And Peter Chow and (ii) the GPS
UK Option Agreement, dated August 12, 2003, among Yellow Corporation, Yellow
Global LLC, GPS Logistics LLC, GPS Logistics (UK) Limited, GPS Logistics (EU)
Limited and Peter Chow, as any of the foregoing may be amended from time to
time.

                  "Hazardous Materials" shall mean (a) any petroleum or
petroleum products, radioactive materials, asbestos in any form that is or could
become friable, urea formaldehyde foam insulation, dielectric fluid containing
levels of polychlorinated biphenyls, and radon gas; (b) any chemicals, materials
or substances defined as or included in the definition of "hazardous
substances," "hazardous waste," "hazardous materials," "extremely hazardous
substances," "restricted hazardous waste," "toxic substances," "toxic
pollutants," "contaminants," or "pollutants," or words of similar import, under
any applicable Environmental Law; and (c) any other chemical, material or
substance, the exposure to, or Release of which is prohibited, limited or
regulated by any governmental authority.

                  "Immaterial Subsidiary" shall mean a Subsidiary of the
Borrower (i) having total assets of less than $10,000 in aggregate, and (ii)
that does not carry on any business.


                                     -100-
<PAGE>


                  "Incremental Commitment" shall mean a commitment to make
additional Term Loans or increase the Credit-Linked Commitments or Revolving
Loan Commitments pursuant to Section 1.15.

                  "Incremental Commitment Agreement" shall mean an Incremental
Commitment Agreement substantially in the form of Exhibit O (appropriately
completed).

                  "Incremental Commitment Effective Date" shall mean (i) in the
case of an Incremental Commitment in respect of Incremental Term Loans of a
given Tranche, the Incremental Term Loan Borrowing Date for such Tranche and
(ii) in the case of Incremental Commitments under the CL Letter of Credit
Tranche or the Revolving Loan Tranche, the date the related increase became
effective as specified in the relevant Incremental Commitment Agreement.

                  "Incremental Commitment Termination Date" shall mean at any
time the latest Maturity Date then in effect.

                  "Incremental Lender" shall have the meaning provided in
Section 1.15(b).

                  "Incremental Term Loan" shall have the meaning provided in
Section 1.01(e).

                  "Incremental Term Loan Borrowing Date" shall mean for any
Incremental Term Loan, the date specified in the respective Incremental
Commitment Agreement pursuant to which such Incremental Term Loans are to be
made; provided that no such date shall occur after the Incremental Commitment
Termination Date.

                  "Incremental Term Loan Commitment" shall mean, for each
Incremental Lender, the commitment of such Incremental Lender to make
Incremental Term Loans under a Term Loan Tranche pursuant to Section 1.01(e) on
the relevant Incremental Term Loan Borrowing Date(s), as such commitment (x) is
set forth in the respective Incremental Commitment Agreement delivered pursuant
to Section 1.15(b) or (y) may be terminated pursuant to Sections 3.03 and/or 10.

                  "Incremental Term Loan Maturity Date" shall mean for any New
Tranche of Incremental Term Loans, the maturity date set forth for such New
Tranche of Incremental Term Loans in the respective Incremental Commitment
Agreement relating thereto, provided that the maturity date for all Incremental
Term Loans of a given Tranche shall be the same date; provided further that each
Incremental Maturity Date shall be on a date on or after the maturity date for
the Initial Term Loans.

                  "Incremental Term Loan Scheduled Repayment" shall have the
meaning provided in Section 4.02(d).

                  "Incremental Term Notes" shall have the meaning set forth in
Section 1.05(a).

                  "Indebtedness" shall mean, as to any Person, without
duplication, (i) all indebtedness (including principal, interest, fees and
charges) of such Person for borrowed money or for the deferred purchase price
(deferred in excess of 90 days) of property or services, (ii) the maxi-


                                     -101-
<PAGE>


mum amount available to be drawn or paid under all letters of credit, bankers'
acceptances, bank guaranties and similar obligations issued for the account of
such Person and all unpaid drawings in respect of such letters of credit,
bankers' acceptances and similar obligations, (iii) all Indebtedness of the
types described in clause (i), (ii), (iv), (v), (vi), (vii) or (viii) of this
definition secured by any Lien on any property owned by such Person, whether or
not such Indebtedness has been assumed by such Person (provided that, if the
Person has not assumed or otherwise become liable in respect of such
Indebtedness, such Indebtedness shall be deemed to be in an amount equal to the
fair market value of the property to which such Lien relates as determined in
good faith by such Person), (iv) the aggregate amount of all Capitalized Lease
Obligations of such Person, (v) all obligations of such Person to pay a
specified purchase price for goods or services, whether or not delivered or
accepted, i.e., take-or-pay and similar obligations, (vi) all Contingent
Obligations of such Person, (vii) all obligations under any Interest Rate
Protection Agreement, any Other Hedging Agreement or under any similar type of
agreement, except that if any agreement relating to such obligation provides for
the netting of amounts payable by and to such Person thereunder or if any such
agreement provides for the simultaneous payment of amounts by and to such
Person, then in each such case, the amount of such obligation shall be the net
amount thereof, (viii) all Attributable Debt of such Person and (ix) all
Attributable Receivables Indebtedness of such Person. Notwithstanding the
foregoing, Indebtedness shall not include trade payables and accrued expenses
incurred by any Person in accordance with customary practices and in the
ordinary course of business of such Person.

                  "Initial Borrowing Date" shall mean the date occurring on or
after the Effective Date on which the initial Borrowing of Loans occurs.

                  "Initial Permitted Receivables Facility Proceeds" shall mean
the amount of cash proceeds to be initially received by the Borrower and/or the
other Receivables Sellers from the sale of Permitted Receivables Facility Assets
to the Receivables Entity pursuant to the Permitted Receivables Facility;
provided that the Initial Permitted Receivables Facility Proceeds shall not
exceed the funding limit under the Permitted Receivable Facility.

                  "Initial Term Loan" shall have the meaning provided in Section
1.01(a).

                  "Initial Term Loan Commitment" shall mean, for each Lender,
the amount set forth opposite such Lender's name in Schedule 1.01(a) directly
below the column entitled "Initial Term Loan Commitment," as the same may be
terminated pursuant to Sections 3.03 and/or 10.

                  "Initial Term Note" shall have the meaning provided in Section
1.05(a).

                  "Intercompany Note" shall mean a promissory note evidencing
intercompany loans made pursuant to Section 9.05(viii), in each case duly
executed and delivered substantially in the form of Exhibit P, with blanks
completed in conformity herewith (or such other form as may be approved by the
Administrative Agent or the Required Lenders).

                  "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.


                                     -102-
<PAGE>


                  "Interest Period" shall mean (i) as to any Borrowing of
Eurodollar Loans, the interest period applicable to such Borrowing of Eurodollar
Loans selected pursuant to, and otherwise subject to the provisions of, Section
1.09, and (ii) as to any investment of the Credit-Linked Deposits, the period
commencing on the Initial Borrowing Date and ending on the date that is one
month thereafter and each successive one month period thereafter, provided that
(x) if any Interest Period for the Credit-Linked Deposits begins on a day for
which there is no numerically corresponding day in the calendar month at the end
of such Interest Period, such Interest Period shall end on the last Business Day
of such calendar month, and (y) if any Interest Period for the Credit-Linked
Deposits would otherwise expire on a day which is not a Business Day, such
Interest Period shall expire on the next succeeding Business Day, although if
any Interest Period for the Credit-Linked Deposits Loan would otherwise expire
on a day which is not a Business Day but is a day of the month after which no
further Business Day occurs in such month, such Interest Period shall expire on
the next preceding Business Day.

                  "Interest Rate Protection Agreement" shall mean any interest
rate swap agreement, interest rate cap agreement, interest collar agreement,
interest rate hedging agreement or other similar agreement or arrangement.

                  "Investments" shall have the meaning provided in Section 9.05.

                  "Issuing Lender" shall mean each of (i) DB New York (except as
otherwise provided in Section 12.09) and (ii) and any other Lender reasonably
acceptable to the Administrative Agent which agrees to issue Letters of Credit
hereunder; provided that such Lender shall only be an Issuing Lender only with
respect to the Letters of Credit which such Lender agrees to issue hereunder.
Any Issuing Lender may, in its discretion, arrange for one or more Letters of
Credit to be issued by one or more Affiliates of such Issuing Lender.

                  "L/C Supportable Obligations" shall mean (i) obligations of
the Borrower or any of its Subsidiaries with respect to workers compensation,
surety bonds, insurance and other similar statutory obligations, (ii)
obligations of the Borrower or any of its Subsidiaries under contracts entered
into in the ordinary course of business and (iii) such other obligations of the
Borrower or any of its Subsidiaries as are reasonably acceptable to the
respective Issuing Lender and otherwise permitted to exist pursuant to the terms
of this Agreement (other than obligations in respect of any Senior Notes).

                  "Leaseholds" of any Person shall mean all the right, title and
interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

                  "Lender" shall mean each financial institution listed on
Schedule 1.01(a), as well as any Person that becomes a "Lender" hereunder
pursuant to Section 1.13 or 13.04(b).

                  "Lender Default" shall mean (i) the refusal (which has not
been retracted) or the failure of a Lender to make available its portion of any
Borrowing (including any Mandatory Borrowing) or to fund its portion of any
unreimbursed payment under Section 2.04(c) or (ii) a Lender having notified in
writing the Borrower and/or the Administrative Agent that such


                                     -103-
<PAGE>


Lender does not intend to comply with its obligations under Section 1.01(a),
1.01(b), 1.01(d) or 2.

                  "Letter of Credit" shall have the meaning provided in Section
2.01(a). Letters of Credit shall be either CL Letters of Credit or RL Letters of
Credit.

                  "Letter of Credit Outstandings" shall mean, at any time, the
sum of (i) the Stated Amount of all outstanding Letters of Credit and (ii) the
aggregate amount of all Unpaid Drawings in respect of all Letters of Credit.

                  "Letter of Credit Request" shall have the meaning provided in
Section 2.03(a).

                  "LIBOR Rate" shall mean for any Interest Period with respect
to the investment of the Credit-Linked Deposits, the rate for deposits in
Dollars for a period of one month which appears on the Telerate Page 3750 as of
12:00 Noon (London time) on the day that is two Business Days preceding the
beginning of such Interest Period. If such rate does not appear on Telerate Page
3750, the rate for that Interest Period will be the rate determined in good
faith by the Administrative Agent on the basis of the rates at which deposits in
Dollars are offered by four major banks in the London interbank market at
approximately 12:00 Noon (London time), on the day that is two Business Days
preceding the beginning of the new Interest Period to prime banks in the London
interbank market for a period of three months commencing on the beginning of the
new Interest Period and in the then outstanding amount of the Credit-Linked
Deposits. The Administrative Agent will request the principal London office of
each of such four major banks in the London interbank market to provide a
quotation of its rate. If at least two such quotations are provided, the rate
for that new Interest Period will be the arithmetic mean of the quotations. If
fewer than two quotations are provided as requested, the rate for that Interest
Period will be the arithmetic mean of the rates quoted by major banks in New
York City, selected by the Administrative Agent, at approximately 12:00 Noon
(New York City time), on the beginning of the new Interest Period for loans in
Dollars to leading European banks for a period of one month commencing on the
beginning of the new Interest Period and in the amount of the Credit-Linked
Deposits.

                  "Lien" shall mean any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other), or
other security agreement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement, any
financing or similar statement or notice filed under the UCC or any other
similar recording or notice statute, and any financing lease having
substantially the same effect as any of the foregoing) that is intended to
create a security interest or collateral for an obligation.

                  "Loan" shall mean each Term Loan, each Revolving Loan and each
Swingline Loan.

                  "Majority Lenders" of any Tranche shall mean those
Non-Defaulting Lenders which would constitute the Required Lenders under, and as
defined in, this Agreement if all outstanding Obligations of the other Tranches
under this Agreement were repaid in full and all Commitments with respect
thereto were terminated.

                  "Mandatory Borrowing" shall have the meaning provided in
Section 1.01(d).


                                     -104-
<PAGE>


                  "Margin Reduction Period" shall mean each period which shall
commence on the date upon which the respective officer's certificate is
delivered pursuant to Section 8.01(e) (together with the related financial
statements pursuant to Section 8.01(a) or (b), as the case may be) and which
shall end on the date of actual delivery of the next officer's certificate
pursuant to Section 8.01(e) (and related financial statements) or the latest
date on which such next officer's certificate (and related financial statements)
is required to be so delivered; it being understood that the first Margin
Reduction Period shall commence with the delivery of the Borrower's financial
statements (and related officer's certificate) in respect of its fiscal quarter
ending closest to June 30, 2004.

                  "Margin Stock" shall have the meaning provided in Regulation
U.

                  "Material Adverse Effect" shall mean (i) a material adverse
effect on the business, operations, property, assets, liabilities, financial
condition or prospects of the Borrower and its Subsidiaries taken as a whole or
(ii) a material adverse effect (x) on the rights or remedies of the Lenders or
the Administrative Agent hereunder or under any other Credit Document or (y) on
the ability of the Credit Parties taken as a whole to perform their obligations
to the Lenders or Administrative Agent hereunder or under any other Credit
Document.

                  "Maturity Date" shall mean, with respect to any Tranche the
final maturity date under such Tranche (i.e., the applicable Term Loan Maturity
Date, the Revolving Loan Maturity Date and the Swingline Expiry Date, as the
case may be).

                  "Maximum Swingline Amount" shall mean $10,000,000.

                  "Merger" shall mean the merger of Roadway into Yankee LLC,
with Yankee LLC being the Surviving Company (as defined in the Merger Agreement)
as a wholly-owned subsidiary of the Borrower all in accordance with the Merger
Agreement.

                  "Merger Agreement" shall mean the Agreement and Plan of
Merger, by and among the Borrower, Yankee LLC and Roadway, dated as of July 8,
2003.

                  "Minimum Borrowing Amount" shall mean (i) for Initial Term
Loans, $25,000,000, (ii) for Revolving Loans, $5,000,000, (iii) for Swingline
Loans, $250,000 and (iv) for a New Tranche of Term Loans, the amount specified
in the relevant Incremental Commitment Agreement.

                  "Moody's" shall mean Moody's Investors Service, Inc., or any
successor corporation thereto.

                  "Mortgage" shall mean (i) in the case of Roadway LLC and its
Subsidiaries, a mortgage substantially in the form of Exhibit L-1, and (ii) in
all other cases, a mortgage substantially in the form of Exhibit L-2, in each
case, with such modifications thereto as any local counsel of the Collateral
Agent may deem necessary or appropriate.

                  "Mortgage Policy" shall mean a mortgage title insurance policy
or a binding commitment with respect thereto.


                                     -105-
<PAGE>


                  "Mortgaged Property" shall mean any Real Property owned by the
Borrower or any of its Subsidiaries which is encumbered (or required to be
encumbered) by a Mortgage.

                  "Multiemployer Plan" shall mean a multiemployer plan (as
defined in Section 3(37) of ERISA) with respect to which the Borrower, a
Subsidiary of the Borrower or an ERISA Affiliate has or may have any liability,
contingent or otherwise.

                  "NAIC" shall mean the National Association of Insurance
Commissioners.

                  "Net Debt Proceeds" shall mean, with respect to any incurrence
or issuance of Indebtedness for borrowed money, the cash proceeds (net of
underwriting discounts and commissions and other reasonable fees and costs of
the Borrower and its Subsidiaries associated therewith) received by the
respective Person from the respective incurrence of such Indebtedness for
borrowed money.

                  "Net Equity Proceeds" shall mean, with respect to each
issuance or sale of any equity by any Person or any capital contribution to such
Person, the cash proceeds (net of underwriting discounts and commissions, legal
and accounting fees, printing costs, SEC and blue sky fees and other reasonable
fees and costs of the Borrower and its Subsidiaries associated therewith)
received by such Person from the respective sale or issuance of its equity or
from the respective capital contribution.

                  "Net Insurance Proceeds" shall mean, with respect to any
Recovery Event, the cash proceeds (net of (i) reasonable fees and costs and
taxes of the Borrower and its Subsidiaries incurred in connection with such
Recovery Event and (ii) the amount of such insurance or condemnation proceeds
required to be used to repay any Indebtedness (other than Indebtedness secured
under the Security Documents) which is secured by the respective assets subject
to such Recovery Event) received by the respective Person in connection with
such Recovery Event.

                  "Net Sale Proceeds" shall mean, for any Asset Sale, the gross
cash proceeds (including any cash received by way of deferred payment pursuant
to a promissory note, receivable or otherwise, but only as and when received)
received from such sale of assets, net of the reasonable fees and costs of the
Borrower and its Subsidiaries of such sale (including fees and commissions,
payments of unassumed liabilities relating to the assets sold and required
payments of any Indebtedness (other than Indebtedness secured pursuant to the
Security Documents) which is secured by the respective assets which were sold),
and the incremental taxes paid or payable as a result of such Asset Sale.

                  "New Senior Note Documents" shall mean the New Senior Note
Indenture, the New Senior Notes and each other document or agreement relating to
the issuance of the New Senior Notes.

                  "New Senior Note Indenture" shall mean the Indenture, dated as
of November 25, 2003 among the Borrower, and Deutsche Bank Trust Company
Americas, as trustee, as in effect on the Effective Date and as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.


                                     -106-
<PAGE>


                  "New Senior Notes" shall mean the Borrower's 3.375% Contingent
Convertible Senior Notes due 2023 issued pursuant to the New Senior Note
Indenture.

                  "New Tranche" shall mean each Tranche of Incremental Term
Loans other than the Initial Term Loan Tranche.

                  "Non-Defaulting Lender" and "Non-Defaulting RL Lender" shall
mean and include each Lender or RL Lender, as the case may be, other than a
Defaulting Lender.

                  "Note" shall mean each Initial Term Note, each Incremental
Term Note, each Revolving Note and the Swingline Note.

                  "Notice of Borrowing" shall have the meaning provided in
Section 1.03(a).

                  "Notice of Conversion/Continuation" shall have the meaning
provided in Section 1.06.

                  "Notice Office" shall mean (i) for credit notices, the office
of the Administrative Agent located at 60 Wall Street, MS NYC60-4305, New York,
New York, 10005-2858, Attention: Marguerite Sutton, Telephone No.: (212)
250-6150, and Telecopier No.: (212) 797-5692, and (ii) for operational notices,
the office of the Administrative Agent located at 90 Hudson Street, MS
JCY05-0511, Jersey City, New Jersey 07302, Attention: Joseph Adams, Telephone
No.: (201) 593-2163, and Telecopier No.: (201) 593-2308, or such other office or
person as the Administrative Agent may hereafter designate in writing as such to
the other parties hereto.

                  "Obligations" shall mean all amounts owing to the
Administrative Agent, the Collateral Agent, any Issuing Lender, the Swingline
Lender or any Lender pursuant to the terms of this Agreement or any other Credit
Document.

                  "Ordinary Cash on Hand Requirement" shall mean $100,000,000.

                  "Other Hedging Agreements" shall mean any foreign exchange
contracts, currency swap agreements, commodity agreements or other similar
arrangements, or arrangements designed to protect against fluctuations in
currency values or commodity prices.

                  "Participant" shall have the meaning provided in Section
2.04(a).

                  "Payment Office" shall mean the office of the Administrative
Agent located at 90 Hudson Street, 5th Floor, Jersey City, New Jersey or such
other office as the Administrative Agent may hereafter designate in writing as
such to the other parties hereto.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

                  "Percentage", with respect to each Lender, shall mean such
Lender's CL Percentage, RL Percentage or TL Percentage.


                                     -107-
<PAGE>


                  "Permitted Acquisition" shall mean the acquisition by the
Borrower or a Wholly-Owned Subsidiary of the Borrower of an Acquired Entity or
Business (including by way of merger of such Acquired Entity or Business with
and into the Borrower (so long as the Borrower is the surviving corporation) or
a Wholly-Owned Subsidiary of the Borrower (so long as such Wholly-Owned
Subsidiary upon consummation of such acquisition is the surviving corporation)),
provided that (in each case) (A) the consideration paid or to be paid by the
Borrower or such Wholly-Owned Subsidiary consists solely of cash (including
proceeds of Revolving Loans or Swingline Loans), the issuance or incurrence of
Indebtedness otherwise permitted by Section 9.04, the assumption/acquisition of
any Indebtedness (calculated at face value) which is permitted to remain
outstanding in accordance with the requirements of Section 9.04 and/or the
issuance of common stock of the Borrower or Qualified Preferred Stock of the
Borrower, (B) in the case of the acquisition of 100% of the capital stock or
other equity interests of any Person (including way of merger), such Person
shall own no capital stock or other equity interests of any other Person
(excluding de minimis amounts) unless either (x) such Person and/or its
Wholly-Owned Subsidiaries own 100% of the capital stock or other equity
interests of such other Person or (y) (1) such Person and/or its Wholly-Owned
Subsidiaries own at least 90% of the consolidated assets of such Person and its
Subsidiaries or (2) the capital stock or other equity interest in the Subsidiary
of such Person is an Investment otherwise permitted pursuant to Section
9.05(xiii) and (3) any non-Wholly-Owned Subsidiary of such Person was non-Wholly
Owned prior to the date of such Permitted Acquisition of such Person, (C) the
Acquired Entity or Business acquired pursuant to the respective Permitted
Acquisition is in a business permitted by Section 9.14 and (D) all applicable
requirements of Sections 8.14, 9.02 and 9.15 applicable to Permitted
Acquisitions are satisfied. Notwithstanding anything to the contrary contained
in the immediately preceding sentence, (i) an acquisition which does not
otherwise meet the requirements set forth above in the definition of "Permitted
Acquisition" shall constitute a Permitted Acquisition if, and to the extent, the
Required Lenders agree in writing, prior to the consummation thereof, that such
acquisition shall constitute a Permitted Acquisition for purposes of this
Agreement and (ii) any acquisition of an Acquired Entity or Business by the
Borrower or a Wholly-Owned Subsidiary of the Borrower in connection with the GPS
Option Agreements shall constitute a Permitted Acquisition for purposes of this
Agreement.

                  "Permitted Encumbrance" shall mean, with respect to any
Mortgaged Property, such exceptions to title as are set forth in the Mortgage
Policy delivered with respect thereto, all of which exceptions must be
acceptable to the Administrative Agent in its reasonable discretion.

                  "Permitted Liens" shall have the meaning provided in Section
9.01.

                  "Permitted Receivables Facility" shall mean the receivables
facility or facilities created under the Permitted Receivables Facility
Documents, providing for the sale or pledge by the Borrower and/or one or more
other Receivables Sellers of Permitted Receivables Facility Assets (thereby
providing financing to the Borrower and the Receivables Sellers) to the
Receivables Entity (either directly or through another Receivables Seller),
which in turn shall sell or pledge interests in the respective Permitted
Receivables Facility Assets to third-party investors pursuant to the Permitted
Receivables Facility Documents (with the Receivables Entity permitted to issue
investor certificates, purchased interest certificates or other similar
documentation evidencing interests in the Permitted Receivables Facility Assets)
in return for the cash used by the Receivables Entity to purchase the Permitted
Receivables Facility Assets from the Borrower


                                     -108-
<PAGE>


and/or the respective Receivables Sellers, in each case as more fully set forth
in the Permitted Receivables Facility Documents.

                  "Permitted Receivables Facility Assets" shall mean (i)
Receivables (whether now existing or arising in the future) of the Borrower and
its Subsidiaries which are transferred or pledged to the Receivables Entity
pursuant to the Permitted Receivables Facility and any related Permitted
Receivables Related Assets which are also so transferred or pledged to the
Receivables Entity and all proceeds thereof and (ii) loans to the Borrower and
its Subsidiaries secured by Receivables (whether now existing or arising in the
future) of the Borrower and its Subsidiaries which are made pursuant to the
Permitted Receivables Facility.

                  "Permitted Receivables Facility Documents" shall mean each of
the documents and agreements entered into in connection with the Permitted
Receivables Facility, including all documents and agreements relating to the
issuance, funding and/or purchase of certificates and purchased interests, all
of which documents and agreements shall be in form and substance reasonably
satisfactory to the Administrative Agent, in each case as such documents and
agreements may be amended, modified, supplemented, refinanced or replaced from
time to time so long as (i) any such amendments, modifications, supplements,
refinancing or replacements do not impose any conditions or requirements on the
Borrower or any of its Subsidiaries that are more restrictive in any material
respect than those in existence on the related Permitted Receivables Facility
Transaction Date, (ii) any such amendments, modifications, supplements,
refinancings or replacements are not adverse in any way to the interests of the
Lenders and (iii) any such amendments, modifications, supplements, refinancings
or replacements are otherwise in form and substance reasonably satisfactory to
the Administrative Agent. It is understood and agreed that the documentation for
the Yellow Receivables Facility delivered to the Administrative Agent prior to
the Effective Date (including the form of amendment thereto referred to in
Section 5.07) are satisfactory in form and substance to the Administrative Agent
and the Required Lenders.

                  "Permitted Receivables Facility Financing Costs" shall mean,
for any period, the total consolidated interest and fee expense of the Borrower
and its Subsidiaries which would have existed for such period pursuant to the
Permitted Receivables Facility if same were structured as a secured lending
arrangement rather than as a facility for the sale of Permitted Receivables
Facility Assets.

                  "Permitted Receivables Facility Threshold Amount" shall mean
$200,000,000 provided that, on each date upon which a mandatory repayment and/or
commitment reduction is required pursuant to Section 4.02(i) or 3.03(f), as the
case may be, as a result of the incurrence of Attributable Receivables Facility
Indebtedness in excess of the Permitted Receivables Facility Threshold Amount as
theretofore in effect, the Permitted Receivables Facility Threshold Amount shall
be increased (on the date of, after giving effect to, the respective mandatory
repayment and/or commitment reduction) by the amount of the mandatory principal
repayment or commitment reduction required on such date pursuant to Section
4.02(i) or 3.03(f), as the case may be, as a result of the respective incurrence
of Attributable Receivables Indebtedness.


                                     -109-
<PAGE>


                  "Permitted Receivables Facility Transaction" shall mean with
respect to a Permitted Receivables Facility, the consummation of the
transactions contemplated by the related Permitted Receivables Facility
Documents on the initial funding date thereunder.

                  "Permitted Receivables Facility Transaction Date" shall mean
with respect to a Permitted Receivables Facility, the date of the consummation
of the related Permitted Receivables Facility Transaction in accordance with the
requirements of Section 8.15.

                  "Permitted Receivables Related Assets" shall mean, with
respect to any Person, all of the following property and interests in property
of such Person, whether now existing or existing in the future or hereafter
acquired or arising and in each case to the extent relating to the respective
Receivables of such Person: (i) all unpaid seller's or lessor's rights
(including, without limitation, recession, replevin, reclamation and stoppage in
transit, relating to any of the foregoing or arising therefrom), (ii) all rights
to any goods or merchandise represented by any of the foregoing (including,
without limitation, returned or repossessed goods), (iii) all reserves and
credit balances with respect to any such Receivable or the respective account
debtor, (iv) all letters of credit, security or guarantees of any of the
foregoing, (v) all insurance policies or reports relating to any of the
foregoing, (vi) all collection or deposit accounts relating to any of the
foregoing, (vii) all proceeds of any of the foregoing, and (viii) all books and
records relating to any of the foregoing.

                  "Permitted Roadway Bond Refinancing" shall mean Indebtedness
of the Borrower and the other Credit Parties to the extent the proceeds thereof
are used to refinance, renew, refund or replace the Roadway Bonds so long as (i)
such Indebtedness constitutes Incremental Term Loans incurred under this
Agreement or (ii)(a) the terms of such Indebtedness shall not require that any
mandatory redemption or repayment thereof occur prior to the first anniversary
of the then latest Maturity Date, (b) such refinancing, renewal, refunding or
replacement does not increase the amount of the Indebtedness being refinanced,
renewed, refunded or replaced, (c) such Indebtedness is unsecured and (d) all
other terms of such Indebtedness are reasonably satisfactory to the
Administrative Agent.

                  "Person" shall mean any individual, partnership, joint
venture, firm, corporation, association, limited liability company, trust or
other enterprise or any government or political subdivision or any agency,
department or instrumentality thereof.

                  "Plan" shall mean any pension plan as defined in Section 3(2)
of ERISA, other than a Multiemployer Plan with respect to which the Borrower, a
Subsidiary of the Borrower or an ERISA Affiliate has or may have any liability,
contingent or otherwise.

                  "Pledge Agreement" shall have the meaning provided in Section
5.12.

                  "Pledge Agreement Collateral" shall mean all "Collateral" as
defined in the Pledge Agreement.

                  "Pledgee" shall have the meaning provided in the Pledge
Agreement.

                  "Prime Lending Rate" shall mean the rate which the
Administrative Agent announces from time to time as its prime lending rate, the
Prime Lending Rate to change when


                                     -110-
<PAGE>


and as such prime lending rate changes. The Prime Lending Rate is a reference
rate and does not necessarily represent the lowest or best rate actually charged
to any customer by the Administrative Agent, which may make commercial loans or
other loans at rates of interest at, above or below the Prime Lending Rate.

                  "Pro Forma Basis" shall mean, in connection with any
calculation of compliance with any financial covenant or financial term, the
calculation thereof after giving effect on a pro forma basis to (x) the
incurrence of any Indebtedness (other than revolving Indebtedness, except to the
extent same is incurred to refinance other outstanding Indebtedness or to
finance a Permitted Acquisition) after the first day of the relevant Calculation
Period as if such Indebtedness had been incurred (and the proceeds thereof
applied) on the first day of the relevant Calculation Period, (y) the permanent
repayment of any Indebtedness (other than revolving Indebtedness except to the
extent accompanied by a corresponding permanent commitment reduction) after the
first day of the relevant Calculation Period as if such Indebtedness had been
retired or redeemed on the first day of the relevant Calculation Period and/or
(z) the Significant Acquisition or Significant Asset Disposition, if any, then
being consummated as well as any other Significant Acquisition or Significant
Asset Disposition consummated after the first day of the relevant Calculation
Period and on or prior to the date of the respective Significant Acquisition or
Significant Asset Disposition then being effected, as the case may be, with the
following rules to apply in connection therewith:

                  (i) all Indebtedness (x) (other than revolving Indebtedness,
         except to the extent same is incurred to refinance other outstanding
         Indebtedness or to finance a Permitted Acquisition) incurred or issued
         after the first day of the relevant Calculation Period (whether
         incurred to finance a Permitted Acquisition, to refinance Indebtedness
         or otherwise) shall be deemed to have been incurred or issued (and the
         proceeds thereof applied) on the first day of the respective
         Calculation Period and remain outstanding through the date of
         determination and (y) (other than revolving Indebtedness except to the
         extent accompanied by a corresponding permanent commitment reduction)
         permanently retired or redeemed after the first day of the relevant
         Calculation Period shall be deemed to have been retired or redeemed on
         the first day of the respective Calculation Period and remain retired
         through the date of determination;

                  (ii) all Indebtedness assumed to be outstanding pursuant to
         preceding clause (i) shall be deemed to have borne interest at (x) the
         rate applicable thereto, in the case of fixed rate indebtedness, or (y)
         at the rate which would have been applicable thereto on the last day of
         the respective Calculation Period, in the case of floating rate
         Indebtedness (although interest expense with respect to any
         Indebtedness for periods while same was actually outstanding during the
         respective period shall be calculated using the actual rates applicable
         thereto while same was actually outstanding); and

                  (iii) in making any determination of Consolidated EBITDA, pro
         forma effect shall be given to (x) any Significant Asset Disposition,
         consummated during the periods described above, with such Consolidated
         EBITDA to be reduced by an amount equal to the Consolidated EBITDA (if
         positive) attributable to the assets or Equity Interests which are the
         subject of such Significant Asset Disposition for such period or
         increased by an amount equal to the Consolidated EBITDA (if negative)
         applicable thereto for such


                                     -111-
<PAGE>


         period; provided that if any Significant Asset Disposition is of Equity
         Interests in a Subsidiary of the Borrower which remains a Subsidiary
         after giving effect to such Significant Asset Disposition, Consolidated
         EBITDA shall be adjusted to give pro forma effect thereto (as if such
         disposition occurred on the first day of the respective period) in
         accordance with the rules set forth in the definition of Consolidated
         Net Income contained herein and (y) any Significant Acquisition
         consummated during the periods described above, with such Consolidated
         EBITDA to be determined as if such Significant Acquisition was
         consummated on the first day of the relevant Calculation Period, and,
         in each case, taking into account factually supportable and
         identifiable cost savings and expenses directly attributable to such
         Significant Acquisition or Significant Asset Disposition which would
         otherwise be accounted for as an adjustment pursuant to Article 11 of
         Regulation S-X under the Securities Act, as if such cost savings or
         expenses were realized on the first day of the respective period.

                  "Pro Forma Consolidated EBITDA" shall mean the pro forma
Consolidated EBITDA of the Borrower and its Subsidiaries (including Roadway and
its subsidiaries) for the nine-month period ended September 30, 2003 as shown on
pro forma consolidated financial statements of the Borrower and its Subsidiaries
(including Roadway and its Subsidiaries) meeting the requirements of Regulation
S-X for registration statements (as if such a registration statement for a debt
issuance of the Borrower, became effective on the Effective Date) on Form S-3.

                  "Projections" shall mean the projections that were prepared by
or on behalf of the Borrower in connection with the Transaction and delivered to
the Agents and the Lenders prior to the Initial Borrowing Date.

                  "Qualified Common Stock" shall mean any redeemable common
stock or other redeemable equity interests of the Borrower or its Subsidiaries
so long as the terms of any such preferred stock (v) do not contain any
mandatory put, redemption, repayment, sinking fund or other similar provision
prior to the one year anniversary of the Term Loan Maturity Date, except upon
the occurrence of a change of control (the definition of which shall be no more
restrictive than that set forth in the 5% Contingent Convertible Senior Note
Indenture) so long as the terms thereof do not require any such redemption or
other action unless (and until) all Obligations have been paid in full and the
Total Commitment and all Letters of Credit have been terminated or the requisite
consents under this Agreement have been obtained to permit such redemption or
other action, (w) do not require the cash payment of dividends to the extent
that the payment thereof would not be permitted at such time pursuant to this
Agreement or any other agreement of the Borrower or any of its Subsidiaries, (x)
do not contain any operating or financial maintenance covenants, (y) do not
grant the holders thereof any voting rights except for (I) voting rights
required to be granted to such holders under applicable law and (II) limited
customary voting rights on fundamental matters such as mergers, consolidations,
sales of all or substantially all of the assets of the Borrower, or liquidations
involving the Borrower, and (z) are otherwise reasonably satisfactory to the
Administrative Agent.

                  "Qualified Preferred Stock" shall mean any preferred stock of
the Borrower so long as the terms of any such preferred stock (v) do not contain
any mandatory put, redemption, repayment, sinking fund or other similar
provision prior to the one year anniversary of the Term Loan Maturity Date,
except upon the occurrence of a change of control (the definition of which


                                     -112-
<PAGE>


shall be no more restrictive than that set forth in the 5% Contingent
Convertible Senior Note Indenture) so long as the terms thereof do not require
any such redemption or other action unless (and until) all Obligations have been
paid in full and the Total Commitment and all Letters of Credit have been
terminated or the requisite consents under this Agreement have been obtained to
permit such redemption or other action, (w) do not require the cash payment of
dividends to the extent that the payment thereof would not be permitted at such
time pursuant to this Agreement or any other agreement of the Borrower or any of
its Subsidiaries, (x) do not contain any operating or financial maintenance
covenants, (y) do not grant the holders thereof any voting rights (prior to the
conversion into common stock of the Borrower, if applicable) except for (I)
voting rights required to be granted to such holders under applicable law and
(II) limited customary voting rights on fundamental matters such as mergers,
consolidations, sales of all or substantially all of the assets of the Borrower,
or liquidations involving the Borrower, and (z) are otherwise reasonably
satisfactory to the Administrative Agent.

                  "Quarterly Payment Date" shall mean the last Business Day of
each January, April, July and October occurring after the Initial Borrowing
Date, commencing on January 31, 2004.

                  "Real Property" of any Person shall mean all the right, title
and interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

                  "Receivables" shall mean all accounts receivable (including,
without limitation, all rights to payment created by or arising from sales of
goods, leases of goods or the rendition of services rendered no matter how
evidenced whether or not earned by performance).

                  "Receivables Entity" shall mean a Wholly-Owned Subsidiary of
the Borrower which engages in no activities other than in connection with the
financing of accounts receivable of the Receivables Sellers and which is
designated (as provided below) as the "Receivables Entity" (a) no portion of the
Indebtedness or any other obligations (contingent or otherwise) of which (i) is
guaranteed by the Borrower or any other Subsidiary of the Borrower (excluding
guarantees of obligations (other than the principal of, and interest on,
Indebtedness)) pursuant to Standard Securitization Undertakings, (ii) is
recourse to or obligates the Borrower or any other Subsidiary of the Borrower in
any way (other than pursuant to Standard Securitization Undertakings) or (iii)
subjects any property or asset of the Borrower or any other Subsidiary of the
Borrower, directly or indirectly, contingently or otherwise, to the satisfaction
thereof, other than pursuant to Standard Securitization Undertakings, (b) with
which neither the Borrower nor any of its Subsidiaries has any contract,
agreement, arrangement or understanding (other than pursuant to the Permitted
Receivables Facility Documents (including with respect to fees payable in the
ordinary course of business in connection with the servicing of accounts
receivable and related assets)) on terms less favorable to the Borrower or such
Subsidiary than those that might be obtained at the time from persons that are
not Affiliates of the Borrower, and (c) to which neither the Borrower nor any
other Subsidiary of the Borrower has any obligation to maintain or preserve such
entity's financial condition or cause such entity to achieve certain levels of
operating results. Any such designation shall be evidenced to the Administrative
Agent by filing with the Administrative Agent an officer's certificate of the
Borrower certifying that, to the best of such officer's knowledge and belief
after consultation with counsel, such designation complied with the foregoing
conditions.


                                     -113-
<PAGE>


                  "Receivables Sellers" shall mean the Borrower and those
Subsidiary Guarantors that are from time to time party to the Permitted
Receivables Facility Documents.

                  "Recovery Event" shall mean the receipt by the Borrower or any
of its Subsidiaries of any cash insurance proceeds (other than business
interruption proceeds) or condemnation awards payable by reason of theft, loss,
physical destruction, damage, taking or any other similar event with respect to
any property or assets of the Borrower or any of its Subsidiaries.

                  "Refinancing" shall mean the repayment of all outstanding
loans and all other obligations (and the termination of all commitments) under
the Existing Credit Agreements, the Yellow Medium-Term Notes, and the Roadway
Receivables Facility, as described in Section 5.05.

                  "Refinancing Term Loan" shall mean Incremental Term Loans
incurred pursuant to a New Tranche the proceeds of which are utilized to repay
all (but not less than all) of the Term Loans under an existing Tranche (the
"Tranche to be Refinanced"), pursuant to Section 4.01(a), provided that (i) such
Incremental Term Loans shall have an average life to maturity equal to or
greater than the then outstanding Term Loans of the Tranche to be Refinanced and
mature on a date no earlier than the Term Loan Maturity Date for the Tranche to
be Refinanced and (ii) the applicable interest rate margin set forth in the
respective Incremental Commitment Agreement for such Incremental Term Loans
shall be less than the Applicable Margin for the Tranche to be Refinanced (as in
effect on the relevant Incremental Term Loan Borrowing Date).

                  "Register" shall have the meaning provided in Section 13.15.

                  "Regulation D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing reserve requirements.

                  "Regulation T" shall mean Regulation T of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.

                  "Regulation U" shall mean Regulation U of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.

                  "Regulation X" shall mean Regulation X of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.

                  "Reimer Postponement Agreement" shall mean that certain
Postponement Agreement dated as of July 18, 2002 between Roadway Corporation,
Reimer Express Lines, Ltd. and The Bank of Nova Scotia.

                  "Release" shall mean actively or passively disposing,
discharging, injecting, spilling, pumping, leaking, leaching, dumping, emitting,
escaping, emptying, pouring, seeping,


                                     -114-
<PAGE>


migrating or the like, into or upon any land or water or air, or otherwise
entering into the environment.

                  "Replaced Lender" shall have the meaning provided in Section
1.13.

                  "Replacement Lender" shall have the meaning provided in
Section 1.13.

                  "Reportable Event" shall mean an event described in Section
4043(c) of ERISA with respect to a Plan that is subject to Title IV of ERISA
other than those events as to which the 30-day notice period is waived under
subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

                  "Required Lenders" shall mean Non-Defaulting Lenders the sum
of whose outstanding Term Loans, Revolving Loan Commitments (or after the
termination thereof, outstanding Revolving Loans and RL Percentages of (x)
outstanding Swingline Loans and (y) RL Letter of Credit Outstandings) and
Credit-Linked Commitments (or after the termination, CL Percentages of CL Letter
of Credit Outstandings) represent at least a majority of the sum of (i) all
outstanding Term Loans of Non-Defaulting Lenders, (ii) the Total Revolving Loan
Commitment less the Revolving Loan Commitments of all Defaulting Lenders (or
after the termination thereof, the sum of then total outstanding Revolving Loans
of Non-Defaulting Lenders and the aggregate RL Percentages of all Non-Defaulting
Lenders of the total outstanding Swingline Loans and RL Letter of Credit
Outstandings at such time) and (iii) the Total Credit-Linked Commitment less the
Credit-Linked Commitments of all Defaulting Lenders (or after the termination
thereof, the aggregate CL Percentages of all Non-Defaulting Lenders of the total
CL Letter of Credit Outstandings at such time).

                  "Returns" shall have the meaning provided in Section 7.09.

                  "Revolving Loan" shall have the meaning provided in Section
1.01(b).

                  "Revolving Loan Commitment" shall mean, for each Lender, the
amount set forth opposite such Lender's name in Schedule 1.01(a) directly below
the column entitled "Revolving Loan Commitment," as same may be (x) reduced from
time to time or terminated pursuant to Sections 3.02, 3.03 and/or 10, as
applicable, (y) adjusted from time to time as a result of assignments to or from
such Lender pursuant to Section 1.13 or 13.04(b) or (z) increased from time to
time pursuant to Section 1.15.

                  "Revolving Loan Maturity Date" shall mean June 11, 2008.

                  "Revolving Note" shall have the meaning provided in Section
1.05(a).

                  "RL Lender" shall mean each Lender with a Revolving Loan
Commitment or with outstanding Revolving Loans.

                  "RL Letter of Credit" shall mean each Letter of Credit
designated as such pursuant to Section 2.03(a) (although any RL Letter of Credit
initially designated as such shall cease to constitute an RL Letter of Credit
upon its re-designation as a CL Letter of Credit pursuant to Section 2.03(c)).


                                     -115-
<PAGE>


                  "RL Letter of Credit Fee" shall have the meaning provided in
Section 3.01(b).

                  "RL Letter of Credit Outstandings" shall mean, at any time,
the aggregate amount of all Letter of Credit Outstandings at such time in
respect of RL Letters of Credit.

                  "RL Percentage" of any RL Lender at any time shall mean a
fraction (expressed as a percentage) the numerator of which is the Revolving
Loan Commitment of such RL Lender at such time and the denominator of which is
the Total Revolving Loan Commitment at such time, provided that if the RL
Percentage of any RL Lender is to be determined after the Total Revolving Loan
Commitment has been terminated, then the RL Percentage of such RL Lender shall
be determined immediately prior (and without giving effect) to such termination.

                  "RL Unpaid Drawing" shall mean any Unpaid Drawing under a RL
Letter of Credit.

                  "Roadway" shall mean Roadway Corporation, a corporation
organized under the laws of Delaware.

                  "Roadway Bond Documents" shall mean the Roadway Bond
Indenture, the Roadway Bonds and each other document or agreement relating to
the issuance of the Roadway Bonds.

                  "Roadway Bond Indenture" shall mean the Indenture, dated as of
November 30, 2001 among the Borrower, Roadway Corporation and SunTrust Bank, as
trustee, as in effect on the Effective Date and as the same may be amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof.

                  "Roadway Bonds" shall mean Roadway's 8-1/4% Senior Notes due
2008 issued pursuant to the Roadway Bond Indenture.

                  "Roadway Receivables Facility" shall mean that certain
receivables facility evidenced by (i) the Purchase and Contribution Agreement,
dated as of November 21, 2001, between Roadway Express, Inc., as Seller and
Roadway Funding, Inc., as Purchaser and (ii) the Receivables Purchase Agreement,
dated as of November 21, 2001 among Roadway Funding, Inc., as the Seller,
Greenwich Funding Corporation, as the Investor, Credit Suisse First Boston, New
York Branch, as the Agent, the Banks named therein and Roadway Express, Inc., as
Collection Agent and Originator.

                  "Rolled-In Letters of Credit" shall have the meaning provided
in Section 2.01(a).

                  "S&P" shall mean Standard & Poor's Rating Services, a division
of McGraw-Hill, Inc., or any successor thereto.

                  "Sale and Leaseback Transaction" shall mean any arrangement,
directly or indirectly, whereby a seller or transferor shall sell or otherwise
transfer any real or personal property and then or thereafter lease, or
repurchase under an extended purchase contract, conditional sales or other title
retention agreement, the same or similar property.


                                     -116-
<PAGE>


                  "Scheduled Investment Termination Date" for Credit-Linked
Deposits shall mean the date agreed to by the Borrower and the Administrative
Agent from time to time, provided that if no such agreement shall be reached,
the Scheduled Investment Termination Date shall be the last day of the then
current Interest Period applicable to the Credit-Linked Deposits.

                  "Scheduled Repayment" shall have the meaning provided in
Section 4.02(d).

                  "Scheduled Repayment Date" shall have the meaning provided in
Section 4.02(d).

                  "SEC" shall have the meaning provided in Section 8.01(g).

                  "Section 4.04(b)(ii) Certificate" shall have the meaning
provided in Section 4.04(b)(ii).

                  "Secured Creditors" shall have the meaning assigned that term
in the respective Security Documents.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.

                  "Security Agreement" shall have the meaning provided in
Section 5.13.

                  "Security Agreement Collateral" shall mean all "Collateral" as
defined in the Security Agreement.

                  "Security Document" shall mean and include the Pledge
Agreement, the Security Agreement and each Mortgage.

                  "Senior Note Commitment Letter" shall mean the commitment
letter by DB Cayman to the Borrower dated July 8, 2003.

                  "Senior Note Documents" shall mean the 5% Contingent
Convertible Senior Note Documents, the Roadway Bond Documents and the New Senior
Note Documents, as applicable.

                  "Senior Notes" shall mean the 5% Contingent Convertible Senior
Notes, the Roadway Bonds and the New Senior Notes, as applicable.

                  "Senior Secured Leverage Ratio" shall mean, at any time, the
ratio of (x) Consolidated Senior Indebtedness secured by a Lien (including, but
not limited to, the Loans, the Permitted Receivables Facilities, the Roadway
Bonds, the Yellow Industrial Development Bonds and other Indebtedness secured by
Liens permitted pursuant to Section 9.01) at such time to (y) Consolidated
EBITDA for the Test Period then most recently ended.

                  "Significant Acquisition" shall mean any Permitted Acquisition
the aggregate consideration (taking the amount of cash and Cash Equivalents, the
aggregate amount expected to be paid on or after the date of the respective
Permitted Acquisition pursuant to any earn-out, non-compete, consulting or
deferred compensation or purchase price adjustment or similar arrangements, the
fair market value (as determined in good faith by the Borrower) of all other


                                     -117-
<PAGE>


non-cash consideration and the aggregate amount of assumed Indebtedness) for
which exceeds $35,000,000.

                  "Significant Asset Disposition" means any Asset Sale (without
giving effect to clause (i) of the definition thereof) the aggregate
consideration (taking the amount of cash and Cash Equivalents, the aggregate
amount expected to be paid on or after the date of the respective Asset Sale
pursuant to any earn-out, non-compete, consulting or deferred compensation or
purchase price adjustment or similar arrangements, the fair market value (as
determined in good faith by the Borrower) of all other non-cash consideration
and the aggregate amount of assumed Indebtedness) for which exceeds $35,000,000.

                  "Specified Conditions Precedent" shall have the meaning
provided in Section 13.17.

                  "Standard Securitization Undertakings" shall mean
representations, warranties, covenants and indemnities entered into by the
Borrower or any Subsidiary thereof in connection with the Permitted Receivables
Facility which are reasonably customary in an accounts receivable transaction.

                  "Stated Amount" of each Letter of Credit shall mean, at any
time, the maximum amount available to be drawn thereunder (in each case
determined without regard to whether any conditions to drawing could then be
met), and if multiple partial drawings are permitted thereunder, the amount
available to be drawn shall be determined after giving effect to any prior
partial drawings that reduced the amount then available for drawing thereunder.

                  "Subordinated Indebtedness" shall mean all Indebtedness which
is subordinated in right of payment to the Obligations.

                  "Subsidiaries Guaranty" shall have the meaning provided in
Section 5.15.

                  "Subsidiary" shall mean, as to any Person, (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or one or
more Subsidiaries of such Person and (ii) any partnership, limited liability
company, association, joint venture or other entity in which such Person and/or
one or more Subsidiaries of such Person has more than a 50% equity interest at
the time.

                  "Subsidiary Guarantor" shall mean each Domestic Subsidiary of
the Borrower other than any Domestic Subsidiary of the Borrower which is a
Receivables Entity.

                  "Swingline Expiry Date" shall mean that date which is five
Business Days prior to the Revolving Loan Maturity Date.

                  "Swingline Lender" shall mean DB New York for so long as DB
New York is the Administrative Agent hereunder and thereafter shall mean the
successor Administrative Agent in its individual capacity.


                                     -118-
<PAGE>


                  "Swingline Loan" shall have the meaning provided in Section
1.01(c).

                  "Swingline Note" shall have the meaning provided in Section
1.05(a).

                  "Syndication Date" shall mean that date upon which the
Administrative Agent determines in its sole discretion (and notifies the
Borrower) that the primary syndication (and resultant addition of Persons as
Lenders pursuant to Section 13.04(b)) has been completed.

                  "Taxes" shall have the meaning provided in Section 4.04(a).

                  "Term Loan" shall mean Initial Term Loans and Incremental Term
Loans of a New Tranche.

                  "Term Loan Commitment" shall mean, collectively, the Initial
Term Loan Commitments and the Incremental Term Loan Commitments.

                  "Term Loan Maturity Date" shall mean (i) in the case of
Initial Term Loans, the date which is four years and six months after the
Initial Borrowing Date or, if such date shall be extended pursuant to Section
1.14, the seventh anniversary of the Initial Borrowing Date and (ii) in the case
of any Tranche of Incremental Term Loans, the maturity date for such Tranche of
Incremental Term Loans set forth in the Incremental Commitment Agreement
relating thereto; provided that the Term Loan Maturity Date for all Incremental
Term Loans of a given Tranche shall be the same date; provided further that each
Incremental Maturity Date shall be on a date on or after the maturity date for
the Initial Term Loans.

                  "Term Loan Tranche" shall mean a Tranche of Term Loans (i.e.,
the Initial Term Loan Tranche and New Tranche)

                  "Termination Date Extension Requirements" shall mean that each
of the following is satisfied (i) Pro Forma Consolidated EBITDA for the
nine-month period ending September 30, 2003 shall be at least $330.0 million,
(ii) the Borrower in good faith projects that Pro Forma Consolidated EBITDA for
the 12 month period ending December 31, 2003 shall be at least $330.0 million
and (iii) the termination date of commitments set forth in the Senior Note
Commitment Letter shall have been extended to February 29, 2004.

                  "Test Date" shall mean, with respect to any Margin Reduction
Period, the last day of the most recent fiscal quarter of the Borrower ended
immediately prior to the first day of such Margin Reduction Period.

                  "Test Period" shall mean each period of four consecutive
fiscal quarters of the Borrower then last ended (in each case taken as one
accounting period).

                  "Total Commitment" shall mean, at any time, the sum of the
Commitments of each of the Lenders at such time.

                  "Total Credit-Linked Commitment" shall mean, at any time, the
sum of the Credit-Linked Commitments of each of the Lenders at such time.


                                     -119-
<PAGE>


                  "Total Incremental Term Loan Commitment" shall mean, at any
time, the sum of the Incremental Term Loan Commitments of each of the Lenders at
such time.

                  "Total Initial Term Loan Commitment" shall mean, at any time,
the sum of the Initial Term Loan Commitments of each of the Lenders at such
time.

                  "Total Leverage Ratio" shall mean, at any time, the ratio of
Consolidated Indebtedness at such time to Consolidated EBITDA for the Test
Period then most recently ended.

                  "Total Revolving Loan Commitment" shall mean, at any time, the
sum of the Revolving Loan Commitments of each of the Lenders at such time.

                  "Total Term Loan Commitment" shall mean, collectively, the
Total Initial Term Loan Commitments and the Total Incremental Term Loan
Commitments.

                  "Total Unutilized Credit-Linked Commitment" shall mean, at any
time, an amount equal to the remainder of (x) the Total Credit-Linked Commitment
then in effect less (y) the aggregate amount of all CL Letter of Credit
Outstandings.

                  "Total Unutilized Revolving Loan Commitment" shall mean, at
any time, an amount equal to the remainder of (x) the Total Revolving Loan
Commitment then in effect less (y) the sum of the aggregate principal amount of
all Revolving Loans and Swingline Loans then outstanding plus the aggregate
amount of all RL Letter of Credit Outstandings.

                  "Tranche" shall mean the respective facility and commitments
utilized in making Loans or providing Credit-Linked Commitments hereunder, with
there initially being four separate Tranches, i.e., the Initial Term Loan
Tranche, the Revolving Loan Tranche, the Swingline Loan Tranche and the CL
Letter of Credit Facility Tranche. In addition, any Incremental Term Loans may
be made pursuant to one or more New Tranches which shall be designated pursuant
to the respective Incremental Commitment Agreements in accordance with the
relevant requirements specified in Section 1.15.

                  "Tranche to be Refinanced" shall have the meaning provided in
the definition of Refinancing Term Loans.

                  "Transaction" shall mean, collectively, (i) the occurrence of
the Refinancing, (ii) the consummation of the Merger, (iii) the entering into of
the Credit Documents and the incurrence of Loans and the issuance of Letters of
Credit on the Initial Borrowing Date and (iv) the payment of all fees and
expenses in connection with the foregoing.

                  "Type" shall mean the type of Loan determined with regard to
the interest option applicable thereto, i.e., whether a Base Rate Loan or a
Eurodollar Loan.

                  "UCC" shall mean the Uniform Commercial Code as from time to
time in effect in the relevant jurisdiction.


                                     -120-
<PAGE>

                  "Unfunded Current Liability" of any Plan shall mean the
amount, if any, by which the value of the accumulated plan benefits under the
Plan determined on a plan termination basis in accordance with actuarial
assumptions at such time consistent with those prescribed by the PBGC for
purposes of Section 4044 of ERISA, exceeds the fair market value of all plan
assets allocable to such liabilities under Title IV of ERISA (excluding any
accrued but unpaid contribution) both determined as of the most recently
completed fiscal year of the Plan.

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

                  "Unpaid Drawing" shall have the meaning provided in Section
2.05(a).

                  "Unutilized Revolving Loan Commitment" shall mean, with
respect to any Lender at any time, such Lender's Revolving Loan Commitment at
such time less the sum of (i) the aggregate outstanding principal amount of all
Revolving Loans made by such Lender at such time and (ii) such Lender's RL
Percentage of the RL Letter of Credit Outstandings at such time.

                  "Welfare Benefit Plan" shall mean an employee welfare benefit
plan (as defined in Section 3(1) of ERISA) other than a Multiemployer Plan, with
respect to which the Borrower, a Subsidiary of the Borrower or an ERISA
Affiliate has or may have any liability, contingent or otherwise.

                  "Wholly-Owned Domestic Subsidiary" shall mean, as to any
Person, any Wholly-Owned Subsidiary of such Person which is also a Domestic
Subsidiary of such Person.

                  "Wholly-Owned Foreign Subsidiary" shall mean each Foreign
Subsidiary of the Borrower that is also a Wholly-Owned Subsidiary of the
Borrower.

                  "Wholly-Owned Subsidiary" shall mean, as to any Person, (i)
any corporation 100% of whose capital stock (other than directors' qualifying
shares) is at the time owned by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person and (ii) any partnership, association, joint venture
or other entity in which such Person and/or one or more Wholly-Owned
Subsidiaries of such Person has a 100% equity interest (other than directors'
qualifying shares) at such time.

                  "Yellow Industrial Development Bonds" shall mean the (i)
$6,000,000 City of Indianapolis, Indiana Economic Development Refunding Revenue
Bonds (Yellow Freight System, Inc. Project) Series 1996, dated November 26,
1996, (ii) $4,400,000 East Hempfield Township Industrial Development Authority
Industrial Development Revenue Bonds (Yellow Freight System, Inc. Project) 1985
Series, (iii) Rankin County, Mississippi $2,500,000 Industrial Development
Revenue Bonds, Series 1984 (Yellow Freight System, Inc. Project) dated October
30, 1984, and (iv) $1,000,000 Industrial Development Refunding Revenue Bonds
(Yellow Freight System, Inc. Project) Series 1993 of the Industrial Development
Authority of the City of Kansas City, Missouri.

                  "Yellow Receivables Facility" shall mean that certain
receivables facility and trust evidenced by the Amended and Restated Receivables
Purchase Agreement, dated as of July 30, 1999, among Yellow Receivables
Corporation, Falcon Asset Securitization Corporation and Bank One (formerly
known as the First National Bank of Chicago), as agent and the


                                     -121-
<PAGE>


Receivables Sale Agreement dated as of August 2, 1996, among Yellow Freight
System, Inc. and Yellow Receivables Corporation, in each case, as amended,
refinanced, renewed or replaced.

                  SECTION 12. The Agents.

                  12.01 Appointment. The Lenders hereby irrevocably designate
and appoint DB New York as Administrative Agent (for purposes of this Section 12
and Section 13.01, the term "Administrative Agent" also shall include DB New
York in its capacity as Collateral Agent pursuant to the Security Documents) to
act as specified herein and in the other Credit Documents. The Lenders hereby
irrevocably designate Bank One, N.A. and SunTrust Bank, as Co-Syndication Agents
to act as specified herein and in the other Credit Documents. The Lenders hereby
irrevocably designate Fleet National Bank and Wachovia Bank, National
Association, as Co-Documentation Agents to act as specified herein and in the
other Credit Documents. Each Lender hereby irrevocably authorizes, and each
holder of any Note by the acceptance of such Note shall be deemed irrevocably to
authorize, the Administrative Agent and each other Agent to take such action on
its behalf under the provisions of this Agreement, the other Credit Documents
and any other instruments and agreements referred to herein or therein and to
exercise such powers and to perform such duties hereunder and thereunder as are
specifically delegated to or required of the Administrative Agent or each other
Agent by the terms hereof and thereof and such other powers as are reasonably
incidental thereto. The Administrative Agent and each other Agent may perform
any of its respective duties hereunder by or through its officers, directors,
agents, employees or affiliates.

                  12.02 Nature of Duties. No Agent shall have any duties or
responsibilities except those expressly set forth in this Agreement and in the
other Credit Documents. No Agent nor any of its officers, directors, agents,
employees or affiliates shall be liable for any action taken or omitted by it or
them hereunder or under any other Credit Document or in connection herewith or
therewith, unless caused by its or their gross negligence or willful misconduct
(as determined by a court of competent jurisdiction in a final and
non-appealable decision). The duties of the Agents shall be mechanical and
administrative in nature; no Agent shall have by reason of this Agreement or any
other Credit Document a fiduciary relationship in respect of any Lender or the
holder of any Note; and nothing in this Agreement or in any other Credit
Document, expressed or implied, is intended to or shall be so construed as to
impose upon any Agent any obligations in respect of this Agreement or any other
Credit Document except as expressly set forth herein or therein.

                  12.03 Lack of Reliance on the Agents. Independently and
without reliance upon any Agent, each Lender and the holder of each Note, to the
extent it deems appropriate, has made and shall continue to make (i) its own
independent investigation of the financial condition and affairs of the Borrower
and its Subsidiaries in connection with the making and the continuance of the
Loans and the issuance of the Letters of Credit and the taking or not taking of
any action in connection herewith and (ii) its own appraisal of the
creditworthiness of the Borrower and its Subsidiaries and, except as expressly
provided in this Agreement, no Agent shall have any duty or responsibility,
either initially or on a continuing basis, to provide any Lender or the holder
of any Note with any credit or other information with respect thereto, whether
coming into its possession before the making of the Loans or the issuance of any
Letter of Credit or at any time or times thereafter. No Agent shall be
responsible to any Lender or the holder of any Note for


                                     -122-
<PAGE>


any recitals, statements, information, representations or warranties herein or
in any document, certificate or other writing delivered in connection herewith
or for the execution, effectiveness, genuineness, validity, enforceability,
perfection, collectibility, priority or sufficiency of this Agreement or any
other Credit Document or the financial condition of the Borrower or any of its
Subsidiaries or be required to make any inquiry concerning either the
performance or observance of any of the terms, provisions or conditions of this
Agreement or any other Credit Document, or the financial condition of the
Borrower or any of its Subsidiaries or the existence or possible existence of
any Default or Event of Default.

                  12.04 Certain Rights of the Agents. If any Agent requests
instructions from the Required Lenders with respect to any act or action
(including failure to act) in connection with this Agreement or any other Credit
Document, such Agent shall be entitled to refrain from such act or taking such
action unless and until the such Agent shall have received instructions from the
Required Lenders; and no Agent shall incur liability to any Lender by reason of
so refraining. Without limiting the foregoing, neither any Lender nor the holder
of any Note shall have any right of action whatsoever against any Agent as a
result of such Agent acting or refraining from acting hereunder or under any
other Credit Document in accordance with the instructions of the Required
Lenders.

                  12.05 Reliance. Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cablegram,
radiogram, order or other document or telephone message signed, sent or made by
any Person that such Agent reasonably believed to be the proper Person, and,
with respect to all legal matters pertaining to this Agreement and any other
Credit Document and its duties hereunder and thereunder, upon advice of counsel
selected by such Agent.

                  12.06 Indemnification. To the extent any Agent (or any
affiliate thereof) or Issuing Lender (solely in such capacity) is not reimbursed
and indemnified by the Borrower, the Lenders will reimburse and indemnify the
Administrative Agent or such Agent (and any of their respective affiliates) or
Issuing Lender (solely in such capacity) in proportion to their respective
"percentage" as used in determining the Required Lenders (determined as if there
were no Defaulting Lenders) for and against any and all liabilities,
obligations, losses, damages, penalties, claims, actions, judgments, costs,
expenses or disbursements of whatsoever kind or nature which may be imposed on,
asserted against or incurred by such Agent (or any affiliate thereof) in
performing its duties hereunder or under any other Credit Document or in any way
relating to or arising out of this Agreement or any other Credit Document;
provided that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, claims, actions, judgments, suits,
costs, expenses or disbursements resulting from the Administrative Agent's or
the respective Agent's (or such affiliate's) gross negligence or willful
misconduct (as determined by a court of competent jurisdiction in a final and
non-appealable decision).

                  12.07 The Administrative Agent in its Individual Capacity.
With respect to its obligation to make Loans, or issue or participate in Letters
of Credit, under this Agreement, each Agent shall have the rights and powers
specified herein for a "Lender" and may exercise the same rights and powers as
though it were not performing the duties specified herein; and the term
"Lender," "Required Lenders," "Majority Lenders," "holders of Notes" or any
similar terms


                                     -123-
<PAGE>


shall, unless the context clearly indicates otherwise, include each Agent in its
respective individual capacities. Each Agent and its affiliates may accept
deposits from, lend money to, and generally engage in any kind of banking,
investment banking, trust or other business with, or provide debt financing,
equity capital or other services (including financial advisory services) to any
Credit Party or any Affiliate of any Credit Party (or any Person engaged in a
similar business with any Credit Party or any Affiliate thereof) as if they were
not performing the duties specified herein, and may accept fees and other
consideration from any Credit Party or any Affiliate of any Credit Party for
services in connection with this Agreement and otherwise without having to
account for the same to the Lenders.

                  12.08 Holders. The Administrative Agent may deem and treat the
payee of any Note as the owner thereof for all purposes hereof unless and until
a written notice of the assignment, transfer or endorsement thereof, as the case
may be, shall have been filed with the Administrative Agent. Any request,
authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is the holder of any Note shall be conclusive
and binding on any subsequent holder, transferee, assignee or endorsee, as the
case may be, of such Note or of any Note or Notes issued in exchange therefor.

                  12.09 Resignation by the Administrative Agent. (a) The
Administrative Agent may resign from the performance of all its respective
functions and duties hereunder and/or under the other Credit Documents at any
time by giving 15 Business Days' prior written notice to the Lenders and, unless
a Default or an Event of Default under Section 10.05 has occurred and is
continuing, the Borrower. Any such resignation by an Administrative Agent
hereunder shall also constitute its resignation as an Issuing Lender and the
Swingline Lender, in which case the resigning Administrative Agent (x) shall not
be required to issue any further Letters of Credit or make any additional
Swingline Loans hereunder and (y) shall maintain all of its rights as Issuing
Lender or Swingline Lender, as the case may be, with respect to any Letters of
Credit issued by it, or Swingline Loans made by it, prior to the date of such
resignation. Such resignation shall take effect upon the appointment of a
successor Administrative Agent pursuant to clauses (b) and (c) below or as
otherwise provided below.

                  (b) Upon any such notice of resignation by the Administrative
Agent, the Required Lenders shall appoint a successor Administrative Agent
hereunder or thereunder who shall be a commercial bank or trust company
reasonably acceptable to the Borrower, which acceptance shall not be
unreasonably withheld or delayed (provided that the Borrower's approval shall
not be required if an Event of Default has occurred and is continuing).

                  (c) If a successor Administrative Agent shall not have been so
appointed within such 15 Business Day period, the Administrative Agent, with the
consent of the Borrower (which consent shall not be unreasonably withheld or
delayed, provided that the Borrower's consent shall not be required if an Event
of Default has occurred and is continuing), shall then appoint a successor
Administrative Agent who shall serve as Administrative Agent hereunder or
thereunder until such time, if any, as the Required Lenders appoint a successor
Administrative Agent as provided above.

                  (d) If no successor Administrative Agent has been appointed
pursuant to clause (b) or (c) above by the 20th Business Day after the date such
notice of resignation was


                                     -124-
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given by the Administrative Agent, the Administrative Agent's resignation shall
become effective and the Required Lenders shall thereafter perform all the
duties of the Administrative Agent hereunder and/or under any other Credit
Document until such time, if any, as the Required Lenders appoint a successor
Administrative Agent as provided above.

                  (e) Each of the other Agents may resign from the performance
of all their respective functions and duties hereunder by giving five Business
Days' notice to the Administrative Agent. Any resignation pursuant to the
immediately preceding sentence shall become effective on the 5th Business Day
after the respective notice is given to the Administrative Agent.

                  (f) Upon a resignation of any Agent pursuant to this Section
12.09, such Agent shall remain indemnified to the extent provided in this
Agreement and the other Credit Documents and the provisions of this Section 12
shall continue in effect for the benefit of the Administrative Agent for all of
its actions and inactions while serving as an Agent.

                  12.10 Co-Syndication Agents and Co-Documentation Agents.
Notwithstanding any other provision of this Agreement or any provision of any
other Credit Document, each of the Co-Syndication Agents and Co-Documentation
Agents are named as such for recognition purposes only, and in their respective
capacities as such shall have no powers, duties, responsibilities or liabilities
with respect to this Agreement or the other Credit Documents or the transactions
contemplated hereby and thereby; it being understood and agreed that the
Co-Syndication Agents and the Co-Documentation Agents shall be entitled to all
indemnification and reimbursement rights in favor of "Agents" as provided for
under Sections 12.06 and 13.01. Without limitation of the foregoing, none of the
Co-Syndication Agents or Co-Documentation Agents shall, solely by reason of this
Agreement or any other Credit Documents, have any fiduciary relationship in
respect of any Lender or any other Person.

                  SECTION 13. Miscellaneous.

                  13.01 Payment of Expenses, etc. The Borrower hereby agrees to:
(i) whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of the Administrative Agent and its
affiliates (including, without limitation, the reasonable fees and disbursements
of White & Case LLP and the Administrative Agent's other counsel and
consultants) in connection with the preparation, execution, delivery and
administration of this Agreement (including to administer the Credit-Linked
Deposit Account and the Credit-Linked Deposits) and the other Credit Documents
and the documents and instruments referred to herein and therein and any
amendment, waiver or consent relating hereto or thereto, of the Administrative
Agent in connection with its syndication efforts with respect to this Agreement
and of the Administrative Agent and, after the occurrence and during the
continuation of an Event of Default, each of the Issuing Lenders and Lenders in
connection with the enforcement of this Agreement and the other Credit Documents
and the documents and instruments referred to herein and therein or in
connection with any refinancing or restructuring of the credit arrangements
provided under this Agreement in the nature of a "work-out" or pursuant to any
insolvency or bankruptcy proceedings (including, in each case, without
limitation, the reasonable fees and disbursements of counsel and consultants for
the Administrative Agent and, after the occurrence of an Event of Default,
counsel for each of the


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Issuing Lenders and Lenders); (ii) pay and hold the Administrative Agent, each
of the Issuing Lenders and each of the Lenders harmless from and against any and
all present and future stamp, excise and other similar documentary taxes with
respect to the foregoing matters and save the Administrative Agent, each of the
Issuing Lenders and each of the Lenders harmless from and against any and all
liabilities with respect to or resulting from any delay or omission (other than
to the extent attributable to the Administrative Agent, such Issuing Lender or
such Lender) to pay such taxes; and (iii) indemnify the Administrative Agent,
each Issuing Lender and each Lender, and each of their respective officers,
directors, employees, representatives, agents, affiliates, trustees and
investment advisors from and hold each of them harmless against any and all
liabilities, obligations (including removal or remedial actions), losses,
damages, penalties, claims, actions, judgments, suits, costs, expenses and
disbursements (including reasonable attorneys' and consultants' fees and
disbursements) incurred by, imposed on or assessed against any of them as a
result of, or arising out of, or in any way related to, or by reason of, (a) any
investigation, litigation or other proceeding (whether or not the Administrative
Agent, any Issuing Lender or any Lender is a party thereto and whether or not
such investigation, litigation or other proceeding is brought by or on behalf of
any Credit Party) related to the entering into and/or performance of this
Agreement or any other Credit Document or the use of any Letter of Credit or the
proceeds of any Loans hereunder or the consummation of the Transaction or any
other transactions contemplated herein or in any other Credit Document or the
exercise of any of their rights or remedies provided herein or in the other
Credit Documents, or (b) the actual or alleged presence of Hazardous Materials
in the air, surface water or groundwater or on the surface or subsurface of any
Real Property at any time owned, leased or operated by the Borrower or any of
its Subsidiaries, the generation, storage, transportation, handling or disposal
of Hazardous Materials by the Borrower or any of its Subsidiaries at any
location, whether or not owned, leased or operated by the Borrower or any of its
Subsidiaries, the non-compliance by the Borrower or any of its Subsidiaries with
any Environmental Law (including applicable permits thereunder) applicable to
any Real Property, or any Environmental Claim asserted against the Borrower, any
of its Subsidiaries or any Real Property at any time owned, leased or operated
by the Borrower or any of its Subsidiaries, including, in each case, without
limitation, the reasonable fees and disbursements of counsel and other
consultants incurred in connection with any such investigation, litigation or
other proceeding (but excluding any losses, liabilities, claims, damages or
expenses to the extent incurred by reason of the gross negligence or willful
misconduct of the Person to be indemnified (as determined by a court of
competent jurisdiction in a final and non-appealable decision)). To the extent
that the undertaking to indemnify, pay or hold harmless the Administrative
Agent, any Issuing Lender or any Lender set forth in the preceding sentence may
be unenforceable because it is violative of any law or public policy, the
Borrower shall make the maximum contribution to the payment and satisfaction of
each of the indemnified liabilities which is permissible under applicable law.

                  13.02 Right of Setoff. (a) In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence and during the continuance of
an Event of Default, the Administrative Agent, each Issuing Lender and each
Lender is hereby authorized at any time or from time to time, without
presentment, demand, protest or other notice of any kind to any Credit Party or
to any other Person, any such notice being hereby expressly waived, to set off
and to appropriate and apply any and all deposits (general or special) and any
other Indebtedness at any time held or owing by the Administrative Agent, such
Issuing Lender or such Lender (including, without limitation, by


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branches and agencies of the Administrative Agent, such Issuing Lender or such
Lender wherever located) to or for the credit or the account of the Borrower or
any of its Subsidiaries against and on account of the Obligations and
liabilities of the Credit Parties to the Administrative Agent, such Issuing
Lender or such Lender under this Agreement or under any of the other Credit
Documents, including, without limitation, all interests in Obligations purchased
by such Lender pursuant to Section 13.06(b), and all other claims of any nature
or description arising out of or connected with this Agreement or any other
Credit Document, irrespective of whether or not the Administrative Agent, such
Issuing Lender or such Lender shall have made any demand hereunder and although
said Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured.

                  (b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME
THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED
IN CALIFORNIA, NO LENDER OR THE ADMINISTRATIVE AGENT SHALL EXERCISE A RIGHT OF
SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR
INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE
UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED LENDERS OR, TO THE EXTENT
REQUIRED BY SECTION 13.12 OF THIS AGREEMENT, ALL OF THE LENDERS, OR APPROVED IN
WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING
WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a,
580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF
THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE
VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL
AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND
OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR THE
ADMINISTRATIVE AGENT OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE
REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. THIS
SUBSECTION (b) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE
ADMINISTRATIVE AGENT HEREUNDER.

                  13.03 Notices. Except as otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered: if to any Credit Party,
at the address specified opposite its signature below or in the other relevant
Credit Documents; if to any Lender, at its address specified on Schedule
1.01(b); and if to the Administrative Agent, at the Notice Office; or, as to any
Credit Party or the Administrative Agent, at such other address as shall be
designated by such party in a written notice to the other parties hereto and, as
to each Lender, at such other address as shall be designated by such Lender in a
written notice to the Borrower and the Administrative Agent. All such notices
and communications shall, when mailed, telegraphed, telexed, telecopied, or
cabled or sent by overnight courier, be effective when deposited in the mails,
delivered to the telegraph company, cable company or overnight courier, as the
case may be, or sent by telex or telecopier, except that notices and
communications to the Administrative Agent and the Borrower shall not be
effective until received by the Administrative Agent or the Borrower, as the
case may be.


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<PAGE>


                  13.04 Benefit of Agreement; Assignments; Participations. (a)
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of the parties hereto;
provided, however, the Borrower may not assign or transfer any of its rights,
obligations or interest hereunder without the prior written consent of all the
Lenders and, provided further, that, although any Lender may transfer, assign or
grant participations in its rights hereunder, such Lender shall remain a
"Lender" for all purposes hereunder (and may not transfer or assign all or any
portion of its Commitments hereunder except as provided in Sections 1.13 and
13.04(b)) and the transferee, assignee or participant, as the case may be, shall
not constitute a "Lender" hereunder and, provided further, that no Lender shall
transfer or grant any participation under which the participant shall have
rights to approve any amendment to or waiver of this Agreement or any other
Credit Document except to the extent such amendment or waiver would (i) extend
the final scheduled maturity of any Loan, Note or Letter of Credit (unless such
Letter of Credit is not extended beyond the Revolving Loan Maturity Date,) in
which such participant is participating, or reduce the rate or extend the time
of payment of interest or Fees thereon (except in connection with a waiver of
applicability of any post-default increase in interest rates) or reduce the
principal amount thereof (it being understood that any amendment or modification
to the financial definitions in this Agreement or to Section 13.07(a) shall not
constitute a reduction in the rate of interest or Fees payable hereunder), or
increase the amount of the participant's participation over the amount thereof
then in effect (it being understood that a waiver of any Default or Event of
Default or of a mandatory reduction in the Total Commitment shall not constitute
a change in the terms of such participation, and that an increase in any
Commitment (or the available portion thereof) or Loan shall be permitted without
the consent of any participant if the participant's participation is not
increased as a result thereof), (ii) consent to the assignment or transfer by
the Borrower of any of its rights and obligations under this Agreement or (iii)
release all or substantially all of the Collateral under all of the Security
Documents (except as expressly provided in the Credit Documents) supporting the
Loans or Letters of Credit hereunder in which such participant is participating.
In the case of any such participation, the participant shall not have any rights
under this Agreement or any of the other Credit Documents (the participant's
rights against such Lender in respect of such participation to be those set
forth in the agreement executed by such Lender in favor of the participant
relating thereto) and all amounts payable by the Borrower hereunder shall be
determined as if such Lender had not sold such participation.

                  (b) Notwithstanding the foregoing, any Lender (or any Lender
together with one or more other Lenders) may (x) assign all or a portion of its
Commitments and related outstanding Obligations (or, if the Commitments with
respect to the relevant Tranche have terminated, outstanding Obligations)
hereunder to (i)(A) its parent company and/or any affiliate of such Lender which
is at least 50% owned by such Lender or its parent company or (B) to one or more
other Lenders or any affiliate of any such other Lender which is at least 50%
owned by such other Lender or its parent company (provided that any fund that
invests in loans and is managed or advised by the same investment advisor of
another fund which is a Lender (or by an Affiliate of such investment advisor)
shall be treated as an affiliate of such other Lender for the purposes of this
sub-clause (x)(i)(B)), or (ii) in the case of any Lender that is a fund that
invests in loans, any other fund that invests in loans and is managed or advised
by the same investment advisor of any Lender or by an Affiliate of such
investment advisor or (y) assign all, or if less than all, a portion equal to at
least (I) $1,000,000 in the case of outstanding Term Loans, (II) $5,000,000 in
the case of Revolving Loan Commitments and (III) $1,000,000 in the case of


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Credit-Linked Commitments, in each case in the aggregate for the assigning
Lender or assigning Lenders, of such Commitments and related outstanding
Obligations (or, if the Commitments with respect to the relevant Tranche have
terminated, outstanding Obligations) hereunder to one or more Eligible
Transferees (treating any fund that invests in loans and any other fund that
invests in loans and is managed or advised by the same investment advisor of
such fund or by an Affiliate of such investment advisor as a single Eligible
Transferee), each of which assignees shall become a party to this Agreement as a
Lender by execution of an Assignment and Assumption Agreement, provided that (i)
at such time, Schedule 1.01(a) shall be deemed modified to reflect the
Commitments and/or outstanding Loans, as the case may be, of such new Lender and
of the existing Lenders, (ii) upon the surrender of the relevant Notes by the
assigning Lender (or, upon such assigning Lender's indemnifying the Borrower for
any lost Note pursuant to a customary indemnification agreement) new Notes will
be issued, at the Borrower's expense, to such new Lender and to the assigning
Lender upon the request of such new Lender or assigning Lender, such new Notes
to be in conformity with the requirements of Section 1.05 (with appropriate
modifications) to the extent needed to reflect the revised Commitments and/or
outstanding Loans, as the case may be, (iii) the consent of the Administrative
Agent and, so long as no Default or Event of Default has occurred and is
continuing, the consent of the Borrower in each case shall be required in
connection with any such assignment pursuant to clause (y) above (each of which
consents shall not be unreasonably withheld or delayed, provided, however, that
for the first 30 days following the Initial Borrowing Date, assignments by DB
New York shall not require the consent of the Borrower), (iv) the Administrative
Agent shall receive at the time of each such assignment, from the assigning or
assignee Lender (treating any fund that invests in loans and any other fund that
invests in loans and is managed by the same investment advisor of such fund or
by an Affiliate of such investment advisor as a single Lender), the payment of a
non-refundable assignment fee of $3,500 and (v) no such transfer or assignment
will be effective until recorded by the Administrative Agent on the Register
pursuant to Section 13.15. To the extent of any assignment pursuant to this
Section 13.04(b), the assigning Lender shall be relieved of its obligations
hereunder with respect to its assigned Commitments and outstanding Loans;
provided that, in the case of a Lender that is an Issuing Lender, with respect
to provisions in Sections 2.04 and 2.05 relating to the reimbursement of and
participation in Letters of Credit, such Lender shall remain an Issuing Lender
hereunder. At the time of each assignment pursuant to this Section 13.04(b) to a
Person which is not already a Lender hereunder and which is not a United States
person (as such term is defined in Section 7701(a)(30) of the Code) for Federal
income tax purposes, the respective assignee Lender shall, to the extent legally
entitled to do so, provide to the Borrower the appropriate Internal Revenue
Service Forms (and, if applicable, a Section 4.04(b)(ii) Certificate) described
in Section 4.04(b). To the extent that an assignment of all or any portion of a
Lender's Commitments and related outstanding Obligations pursuant to Section
1.13 or this Section 13.04(b) would, at the time of such assignment, result in
increased costs under Section 1.10, 2.06 or 4.04 from those being charged by the
respective assigning Lender prior to such assignment, then the Borrower shall
not be obligated to pay such increased costs (although the Borrower, in
accordance with and pursuant to the other provisions of this Agreement, shall be
obligated to pay any other increased costs of the type described above resulting
from changes after the date of the respective assignment). Without the consent
of the Administrative Agent, the Credit-Linked Deposit funded by any CL Lender
shall not be released in connection with any assignment of its Credit-Linked
Commitment, but shall instead be purchased by the relevant assignee and continue
to be held for application (if not already


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applied) pursuant to Section 2.04(c) in respect of such assignee's obligations
under the Credit-Linked Commitment assigned to it.

                  (c) Nothing in this Agreement shall prevent or prohibit any
Lender from pledging its Loans and Notes hereunder to a Federal Reserve Bank in
support of borrowings made by such Lender from such Federal Reserve Bank and,
with prior notification to the Administrative Agent (but without the consent of
the Administrative Agent or the Borrower), any Lender which is a fund may pledge
all or any portion of its Loans and Notes to its trustee or to a collateral
agent providing credit or credit support to such Lender in support of its
obligations to such trustee, such collateral agent or a holder of such
obligations, as the case may be. No pledge pursuant to this clause (c) shall
release the transferor Lender from any of its obligations hereunder.

                  13.05 No Waiver; Remedies Cumulative. No failure or delay on
the part of the Administrative Agent, the Collateral Agent, any Issuing Lender
or any Lender in exercising any right, power or privilege hereunder or under any
other Credit Document and no course of dealing between the Borrower or any other
Credit Party and the Administrative Agent, the Collateral Agent, any Issuing
Lender or any Lender shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder or under any other
Credit Document preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder or thereunder. The rights,
powers and remedies herein or in any other Credit Document expressly provided
are cumulative and not exclusive of any rights, powers or remedies which the
Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender
would otherwise have. No notice to or demand on any Credit Party in any case
shall entitle any Credit Party to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the
Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender to
any other or further action in any circumstances without notice or demand.

                  13.06 Payments Pro Rata. (a) Except as otherwise provided in
this Agreement, the Administrative Agent agrees that promptly after its receipt
of each payment from or on behalf of the Borrower in respect of any Obligations
hereunder, the Administrative Agent shall distribute such payment to the Lenders
entitled thereto (other than any Lender that has consented in writing to waive
its pro rata share of any such payment) pro rata based upon their respective
shares, if any, of the Obligations with respect to which such payment was
received.

                  (b) Each of the Lenders agrees that, if it should receive any
amount hereunder (whether by voluntary payment, by realization upon security, by
the exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings, Commitment Commission Fees, CL Facility Fees or
RL Letter of Credit Fees, of a sum which with respect to the related sum or sums
received by other Lenders is in a greater proportion than the total of such
Obligation then owed and due to such Lender bears to the total of such
Obligation then owed and due to all of the Lenders immediately prior to such
receipt, then such Lender receiving such excess payment shall purchase for cash
without recourse or warranty from the other Lenders an interest in the
Obligations of the respective Credit Party to such Lenders in such amount as
shall result in a


                                     -130-
<PAGE>


proportional participation by all the Lenders in such amount; provided that if
all or any portion of such excess amount is thereafter recovered from such
Lenders, such purchase shall be rescinded and the purchase price restored to the
extent of such recovery, but without interest.

                  (c) Notwithstanding anything to the contrary contained herein,
the provisions of the preceding Sections 13.06(a) and (b) shall be subject to
the express provisions of this Agreement which require, or permit, differing
payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

                  13.07 Calculations; Computations. (a) (i) The financial
statements to be furnished to the Lenders pursuant hereto shall be made and
prepared in accordance with GAAP as in effect from time to time in the United
States consistently applied throughout the periods involved (except as set forth
in the notes thereto or as otherwise disclosed in writing by the Borrower to the
Lenders); (ii) all computations of the Applicable Margin, and all computations
and all definitions (including accounting terms) used in determining compliance
with Sections 1.15, 8.14, and Section 9 and all other provisions of this
Agreement shall utilize GAAP and policies as in effect on the Effective Date and
(iii) to the extent expressly provided herein, certain calculations shall be
made on a Pro Forma Basis.

                  (b) All computations of interest, Commitment Commission and
other Fees hereunder shall be made on the basis of a year of 360 days for the
actual number of days (including the first day but excluding the last day;
except that in the case of RL Letter of Credit Fees and Facing Fees, the last
day shall be included) occurring in the period for which such interest,
Commitment Commission or Fees are payable.

                  13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER
OF JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS
OTHERWISE PROVIDED IN THE MORTGAGES, BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN
THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK,
AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT,
THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS. THE BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH
COURTS LACK PERSONAL JURISDICTION OVER THE BORROWER, AND AGREES NOT TO PLEAD OR
CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENTS BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH
COURTS LACK PERSONAL JURISDICTION OVER THE BORROWER. THE BORROWER FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE


                                     -131-
<PAGE>


PREPAID, TO THE BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW,
SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. THE BORROWER HEREBY
IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER
IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING
COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SERVICE OF PROCESS
WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF
THE ADMINISTRATIVE AGENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST HOLDINGS OR THE BORROWER IN ANY OTHER JURISDICTION.

                  (b) THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID
ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE
AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY
SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.

                  (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  13.09 Counterparts. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A set of
counterparts executed by all the parties hereto shall be lodged with the
Borrower and the Administrative Agent.

                  13.10 Effectiveness. This Agreement shall become effective on
the date (the "Effective Date") on which the Borrower, the Administrative Agent
and each of the Lenders shall have signed a counterpart hereof (whether the same
or different counterparts) and shall have delivered the same to the
Administrative Agent at the Notice Office or, in the case of the Lenders, shall
have given to the Administrative Agent telephonic (confirmed in writing),
written or telex notice (actually received) at such office that the same has
been signed and mailed to it. The Administrative Agent will give the Borrower
and each Lender prompt written notice of the occurrence of the Effective Date.

                  13.11 Headings Descriptive. The headings of the several
sections and subsections of this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Agreement.


                                     -132-
<PAGE>


                  13.12 Amendment or Waiver; etc. (a) Neither this Agreement nor
any other Credit Document nor any terms hereof or thereof may be changed,
waived, discharged or terminated unless such change, waiver, discharge or
termination is in writing signed by the respective Credit Parties party hereto
or thereto and the Required Lenders (although additional parties may be added to
(and annexes may be modified to reflect such additions), and Subsidiaries of the
Borrower may be released from, the Subsidiaries Guaranty and the Security
Documents in accordance with the provisions hereof and thereof without the
consent of the other Credit Parties party thereto or the Required Lenders),
provided that no such change, waiver, discharge or termination shall, without
the consent of each Lender (other than a Defaulting Lender) (with Obligations
being directly affected in the case of following clauses (i) and (vi)), (i)
extend the final scheduled maturity of any Loan or Note or extend the stated
expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date,
or reduce the rate or extend the time of payment of interest or Fees thereon
(except in connection with the waiver of applicability of any post-default
increase in interest rates), or reduce the principal amount thereof (it being
understood that any amendment or modification to the financial definitions in
this Agreement or to Section 13.07(a) shall not constitute a reduction in the
rate of interest or Fees for the purposes of this clause (i)), or amend Section
1.09 to permit the Borrower to select Interest Periods for any Tranche of Loans
in excess of six months, (ii) release all or substantially all of the Collateral
(except as expressly provided in the Credit Documents) under all the Security
Documents theretofore executed and delivered or release all or substantially all
of the Subsidiary Guarantors from the Subsidiaries Guaranty (except as expressly
provided in the Subsidiaries Guaranty in connection with permitted sales or
dispositions of Equity Interests in the respective Subsidiary Guarantor or
Subsidiary Guarantors being released), (iii) amend, modify or waive any
provision of this Section 13.12(a) (except for technical amendments with respect
to additional extensions of credit pursuant to this Agreement which afford the
protections to such additional extensions of credit of the type provided to the
Term Loans, the Revolving Loan Commitments and the Credit-Linked Commitments on
the Effective Date), (iv) reduce the percentage specified in the definition of
Required Lenders (it being understood that, with the consent of the Required
Lenders, additional extensions of credit pursuant to this Agreement may be
included in the determination of the Required Lenders on substantially the same
basis as the extensions of Term Loans, Revolving Loan Commitments and the
Credit-Linked Commitments are included on the Effective Date); (v) consent to
the assignment or transfer by the Borrower of any of its rights and obligations
under this Agreement, (vi) amend, modify or waive any provisions of Section
13.06(a) or (b) providing for payments to be made to, or shared in, ratably by
the Lenders (it being understood that, with the consent of the Required Lenders,
additional extensions of credit pursuant to this Agreement may be included in
determining the ratable shares of payments to which the Lenders are entitled and
adjustments to Section 13.06 may be made consistent therewith) or (vii) amend,
modify or waive any provisions of Section 1.07 or 2.04 providing for Loans to be
made, participations to be acquired, reimbursement payments to be made and/or
indemnity payments to be made ratably by the Lenders (or Lenders of the
respective Tranche, as the case may be) (it being understood that, with the
consent of the Required Lenders, additional extensions of credit pursuant to
this Agreement may be included in determining any ratable share pursuant to such
Sections and adjustments to any such Section may be made consistent therewith);
provided further, that no such change, waiver, discharge or termination shall
(1) increase the Commitments of any Lender over the amount thereof then in
effect without the consent of such Lender (it being understood that waivers or
modifications of conditions


                                     -133-
<PAGE>


precedent, covenants, Defaults or Events of Default or of a mandatory reduction
in the Total Commitment shall not constitute an increase of the Commitment of
any Lender, and that an increase in the available portion of any Commitment of
any Lender shall not constitute an increase of the Commitment of such Lender),
(2) without the consent of each Issuing Lender, amend, modify or waive any
provision of Section 2 or alter its rights or obligations with respect to
Letters of Credit, (3) without the consent of the Swingline Lender, alter the
Swingline Lender's rights or obligations with respect to Swingline Loans, (4)
without the consent of the Administrative Agent (including, without limitation,
in its capacity as the holder of the Credit-Linked Deposits), amend, modify or
waive any provision of Section 12 or any other provision as same relates to the
rights or obligations of the Administrative Agent, (5) without the consent of
Collateral Agent, amend, modify or waive any provision relating to the rights or
obligations of the Collateral Agent, (6) except in cases where additional
extensions of loans are being afforded substantially the same treatment afforded
to the Loans pursuant to this Agreement as originally in effect, without the
consent of the Majority Lenders of each Tranche which is being allocated a
lesser prepayment, repayment or commitment reduction as a result of the actions
described below (or without the consent of the Majority Lenders of each Tranche
in the case of an amendment to the definition of Majority Lenders), amend the
definition of Majority Lenders, alter the required application of any
prepayments or repayments (or commitment reduction), as between the various
Tranches, pursuant to Sections 3.02, 3.03, 4.01 and 4.02 (although the Required
Lenders may waive, in whole or in part, any such prepayment, repayment or
commitment reduction, so long as the application, as among the various Tranches,
of any such prepayment, repayment or commitment reduction which is still
required to be made is not altered), (7) without the consent of the Majority
Lenders of the respective Tranche, reduce the amount of, or extend the date of,
any Scheduled Repayment, or (8) in cases where any Tranche of Incremental
Commitments is being provided pursuant to Section 1.15, without the consent of
the Majority Lenders of the respective Tranche (determined before giving effect
to the additions to such Tranche), alter any of the requirements contained in
Section 1.15(a).

                  (b) If, in connection with any proposed change, waiver,
discharge or termination of any of the provisions of this Agreement as
contemplated by clauses (i) through (vi), inclusive, of the first proviso to
Section 13.12(a), the consent of the Required Lenders is obtained but the
consent of one or more of such other Lenders whose consent is required is not
obtained, then the Borrower shall have the right, so long as all non-consenting
Lenders whose individual consent is required are treated as described in either
clauses (A) or (B) below, to either (A) replace each such non-consenting Lender
or Lenders (or, at the option of the Borrower if the respective Lender's consent
is required with respect to less than all Tranches of Outstandings (or related
Commitments), to replace only the respective Tranche of Commitments and/or
Outstandings of the respective non-consenting Lender which gave rise to the need
to obtain such Lender's individual consent) with one or more Replacement Lenders
pursuant to Section 1.13 so long as at the time of such replacement, each such
Replacement Lender consents to the proposed change, waiver, discharge or
termination or (B) terminate such non-consenting Lender's Revolving Loan
Commitment (if such Lender's consent is required as a result of its Revolving
Loan Commitment), Credit-Linked Commitment (if such Lender's consent is required
as a result of its Credit-Linked Commitment) and/or repay each Tranche of
outstanding Loans of such Lender which gave rise to the need to obtain such
Lender's consent and/or cash collateralize its applicable Percentage of the
Letter of Credit Outstandings, in accordance with Sections 3.02(b) and/or
4.01(b), provided that, unless the Commitments that are terminated and Loans
that are repaid


                                     -134-
<PAGE>


pursuant to preceding clause (B) are immediately replaced in full at such time
through the addition of new Lenders or the increase of the Commitments and/or
outstanding Loans of existing Lenders (who in each case must specifically
consent thereto), then in the case of any action pursuant to preceding clause
(B) the Required Lenders (determined after giving effect to the proposed action)
shall specifically consent thereto, provided further, that in any event the
Borrower shall not have the right to replace a Lender, terminate its Commitments
or repay its Loans solely as a result of the exercise of such Lender's rights
(and the withholding of any required consent by such Lender) pursuant to the
second proviso to Section 13.12(a).

                  13.13 Survival. All indemnities set forth herein including,
without limitation, in Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01 shall
survive the execution, delivery and termination of this Agreement and the Notes
and the making and repayment of the Obligations.

                  13.14 Domicile of Loans. Each Lender may transfer and carry
its Loans and/or participate in outstanding Letters of Credit at, to or for the
account of any office, Subsidiary or Affiliate of such Lender. Notwithstanding
anything to the contrary contained herein, to the extent that a transfer of
Loans and/or participations in outstanding Letters of Credit pursuant to this
Section 13.14 would, at the time of such transfer, result in increased costs
under Section 1.10, 1.11, 2.06 or 4.04 from those being charged by the
respective Lender prior to such transfer, then the Borrower shall not be
obligated to pay such increased costs (although the Borrower shall be obligated
to pay any other increased costs of the type described above resulting from
changes after the date of the respective transfer).

                  13.15 Register. The Borrower hereby designates the
Administrative Agent to serve as its agent, solely for purposes of this Section
13.15, to maintain a register (the "Register") on which it will record the
Commitments from time to time of each of the Lenders, the Loans made by each of
the Lenders and each repayment in respect of the principal amount, and related
interest amounts of the Loans of each Lender. Failure to make any such
recordation, or any error in such recordation, shall not affect the Borrower's
obligations in respect of such Loans. With respect to any Lender, the transfer
of the Commitments of such Lender and the rights to the principal of, and
interest on, any Loan made pursuant to such Commitments shall not be effective
until such transfer is recorded on the Register maintained by the Administrative
Agent with respect to ownership of such Commitments and Loans and prior to such
recordation all amounts owing to the transferor with respect to such Commitments
and Loans shall remain owing to the transferor. The registration of assignment
or transfer of all or part of any Commitments and Loans shall be recorded by the
Administrative Agent on the Register only upon the acceptance by the
Administrative Agent of a properly executed and delivered Assignment and
Assumption Agreement pursuant to Section 13.04(b). Coincident with the delivery
of such an Assignment and Assumption Agreement to the Administrative Agent for
acceptance and registration of assignment or transfer of all or part of a Loan,
or as soon thereafter as practicable, the assigning or transferor Lender shall
surrender the Note (if any) evidencing such Loan, and thereupon one or more new
Notes in the same aggregate principal amount shall be issued to the assigning or
transferor Lender and/or the new Lender at the request of any such Lender. The
Borrower agrees to indemnify the Administrative Agent from and against any and
all losses, claims, damages and liabilities of whatsoever nature which may be
imposed on, asserted against or incurred by the Administrative Agent in
performing its duties under this Section 13.15.


                                     -135-
<PAGE>


                  13.16 Confidentiality. (a) Subject to the provisions of clause
(b) of this Section 13.16, each Lender agrees that it will use its reasonable
efforts not to disclose without the prior consent of the Borrower (other than to
its employees, auditors, creditors, advisors or counsel or to another Lender if
such Lender or such Lender's holding or parent company in its sole discretion
determines that any such party should have access to such information, provided
such Persons shall be subject to the provisions of this Section 13.16 to the
same extent as such Lender) any information with respect to the Borrower or any
of its Subsidiaries which is now or in the future furnished pursuant to this
Agreement or any other Credit Document, and which is designated as confidential
by the Borrower, provided that any Lender may disclose any such information (i)
as has become generally available to the public other than by virtue of a breach
of this Section 13.16(a) by the respective Lender, (ii) as may be required or
appropriate in any report, statement or testimony submitted to any municipal,
state or Federal regulatory body having or claiming to have jurisdiction over
such Lender or to the Federal Reserve Board or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States or elsewhere)
or their successors, (iii) as may be required or appropriate in respect to any
summons or subpoena or in connection with any litigation, (iv) to the extent
necessary to comply with any law, order, regulation or ruling applicable to such
Lender, (v) to the Administrative Agent or the Collateral Agent, (vi) to any
direct or indirect contractual counterparty in any swap, hedge or similar
agreement (or to any such contractual counterparty's professional advisor), so
long as such contractual counterparty (or such professional advisor) agrees to
be bound by the provisions of this Section 13.16, and (vii) to any prospective
or actual transferee or participant in connection with any contemplated transfer
or participation of any of the Notes or Commitments or any interest therein by
such Lender, provided that such prospective transferee agrees to be bound by the
confidentiality provisions contained in this Section 13.16.

                  (b) The Borrower hereby acknowledges and agrees that each
Lender may share with any of its affiliates, and such affiliates may share with
such Lender, any information related to the Borrower or any of its Subsidiaries
(including, without limitation, any non-public customer information regarding
the creditworthiness of the Borrower and its Subsidiaries), provided such
Persons shall be subject to the provisions of this Section 13.16 to the same
extent as such Lender.

                  (c) Neither the Administrative Agent, any Lender, any of their
respective affiliates nor any Credit Party provide accounting, tax or legal
advice. Notwithstanding anything provided herein, and any express or implied
claims of exclusivity or proprietary rights, each party hereto hereby agrees and
acknowledges that each such party (and each of their employees, representatives
or other agents) are authorized to disclose to any and all Persons, beginning
immediately upon commencement of their discussions and without limitation of any
kind, the tax treatment and tax structure of the Transaction, and all materials
of any kind (including opinions or other tax analyses) that are provided by any
such party to any other party relating to such tax treatment and tax structure,
except to the extent that such disclosure is subject to restrictions reasonably
necessary to comply with securities laws. In this regard, each party hereto
acknowledges and agrees that disclosure of the tax treatment and tax structure
of the Transaction has not been and is not limited in any manner by an express
or implied understanding or agreement (whether oral or written, and whether or
not such understanding or agreement is legally binding), except to the extent
that such disclosure is subject to restrictions reasonably necessary to comply
with securities laws. For purposes of this authorization, "tax treatment" means
the purported or


                                     -136-
<PAGE>


claimed U.S. federal income tax treatment of the Transaction, and "tax
structure" means any fact that may be relevant to understanding the purported or
claimed U.S. federal income tax treatment of the Transaction. This paragraph is
intended to reflect the understanding of the parties hereto that the Transaction
has not been offered under "conditions of confidentiality" as that phrase is
used in Treasury Regulation Sections 1.6011-4(b)(3)(i) and 301.6111-2(c)(1), and
shall be interpreted in a manner consistent therewith.

                  13.17 Post Closing Actions. Notwithstanding anything to the
contrary contained in this Agreement or the other Credit Documents, the parties
hereto acknowledge and agree that: the condition precedent (the "Specified
Conditions Precedent") set forth in Schedule 13.17 (if any) were not satisfied
on or prior to the Initial Borrowing Date and that the Borrower agrees to
satisfy each such Specified Condition Precedent on or before the date set forth
in said Schedule 13.17. All provisions of this Agreement and the other Credit
Documents (including, without limitation, all conditions precedent,
representations, warranties, covenants, events of default and other agreements
herein and therein) shall be deemed modified to the extent necessary to effect
the foregoing (and to permit the taking of the actions described above within
the time periods required above, rather than as otherwise provided in the Credit
Documents); provided that (x) to the extent any representation and warranty
would not be true because the foregoing actions were not taken on the Initial
Borrowing Date the respective representation and warranty shall be required,
after the satisfaction thereof to be true and correct in all material respects
at the time the respective action is taken (or was required to be taken) in
accordance with the foregoing provisions of this Section 13.17 and (y) all
representations and warranties relating to the Specified Conditions Precedent
shall, after the satisfaction thereof, be required to be true in all material
respects immediately after the actions required to be taken by this Section
13.17 have been taken (or were required to be taken). The acceptance of the
benefits of each extension of credit pursuant to this Agreement shall constitute
a covenant and agreement by the Borrower to each of the Lenders that the actions
required pursuant to this Section 13.17 will be, or have been, taken within the
relevant time periods referred to in this Section 13.17 and that, at such time,
all representations and warranties contained in this Agreement and the other
Credit Documents shall then be true and correct in all material respects without
any modification pursuant to this Section 13.17. The parties hereto acknowledge
and agree that the failure to take any of the actions required above, within the
relevant time periods required above, shall give rise to an immediate Event of
Default pursuant to this Agreement.

                                      * * *



                                     -137-
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

Address:

10990 Row Avenue                             YELLOW ROADWAY CORPORATION
Overland Park, Kansas 66211

Attention: Stephen Bruffet                   By:
           Vice President and Treasurer         --------------------------------
Tel. No.:  (913) 696-6108                       Name:
Fax No.:   (913) 696-6128                       Title:



<PAGE>


                                             DEUTSCHE BANK AG, NEW YORK BRANCH,
                                             Individually and as Administrative
                                             Agent


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


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


                                             BANK ONE, NA,
                                              Individually and as Co-Syndication
                                              Agent


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


                                             SUNTRUST BANK,
                                              Individually and as Co-Syndication
                                              Agent


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


                                             FLEET NATIONAL BANK,
                                              Individually and as
                                              Co-Documentation Agent


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


                                             WACHOVIA BANK, NATIONAL
                                             ASSOCIATION,
                                              Individually and as
                                              Co-Documentation Agent


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


                                      -2-
<PAGE>


                                             U.S. BANK, NATIONAL ASSOCIATION


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


                                             BNP PARIBAS


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


                                             BANK OF AMERICA, N.A.


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


                                             THE BANK OF TOKYO - MITSUBISHI,
                                             LTD., CHICAGO BRANCH


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


                                             HARRIS TRUST AND SAVINGS BANK


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


                                             LASALLE BANK NATIONAL ASSOCIATION


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


                                      -3-
<PAGE>



                                             UFJ BANK LIMITED

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



                                      -4-
<PAGE>

SCHEDULE 1.01(a)           Commitments
SCHEDULE 1.01(b)           Lender Addresses
SCHEDULE 2.01(a)           Rolled-In Letters of Credit
SCHEDULE 5.14              Mortgaged Properties
SCHEDULE 5.18              Existing Indebtedness
SCHEDULE 7.09              Tax Matters
SCHEDULE 7.10              Plans
SCHEDULE 7.12              Real Property
SCHEDULE 7.14              Subsidiaries
SCHEDULE 7.22              Insurance
SCHEDULE 9.01              Existing Liens
SCHEDULE 9.05              Existing Investments
SCHEDULE 13.17             Post Closing Actions


EXHIBIT A-1                Notice of Borrowing
EXHIBIT A-2                Notice of Conversion/Continuation
EXHIBIT B-1                Term Note
EXHIBIT B-2                Revolving Note
EXHIBIT B-3                Swingline Note
EXHIBIT B-4                Incremental Term Note
EXHIBIT C                  Letter of Credit Request
EXHIBIT D                  Section 4.04(b)(ii) Certificate
EXHIBIT E-1                Opinion of Fulbright & Jaworski L.L.P.
EXHIBIT E-2                Opinion of General Counsel and Secretary
EXHIBIT F                  Officers' Certificate
EXHIBIT G                  Pledge Agreement
EXHIBIT H                  Security Agreement
EXHIBIT I                  Subsidiaries Guaranty
EXHIBIT J                  Solvency Certificate
EXHIBIT K                  Compliance Certificate
EXHIBIT L-1                Form of Roadway Mortgage
EXHIBIT L-2                Form of Yellow Mortgage
EXHIBIT M                  Subordination Agreement
EXHIBIT N                  Assignment and Assumption Agreement
EXHIBIT O                  Incremental Commitment Agreement
EXHIBIT P                  Form of Intercompany Note