EXHIBIT 1




                                CREDIT AGREEMENT

                                  by and among

                               RENT-WAY, INC. and
                             RENT-WAY OF TTIG, L.P.

                                       and

                            THE LENDERS PARTY HERETO

                                       and

           NATIONAL CITY BANK OF PENNSYLVANIA, as Administrative Agent

                                       and

                  BANK OF AMERICA, N.A. as Documentation Agent

                                       and

                                  HARRIS TRUST
                     AND SAVINGS BANK, as Syndication Agent

                         Dated as of September 23, 1999

          As Amended by Amendment No. 1 dated as of November 17, 1999,
           As Amended by Amendment No. 2 dated as of December 6, 1999,
           As Amended by Amendment No. 3 dated as of December 7, 1999,
            As Amended by Amendment No. 4 dated as of June 28, 2000,
        As Amended by Amendment No. 5 dated as of November 16, 2000, and
         As Amended by Amendment No. 6 dated as of October 5, 2001, and










<PAGE>




                                TABLE OF CONTENTS

        Section                                                 Page

                                    - i -




1.    CERTAIN DEFINITIONS.....................................................1
--    -------------------
   1.1   Certain Definitions..................................................1
   ---   -------------------
   1.2   Construction........................................................20
   ---   ------------
      1.2.1    Number; Inclusion.............................................20
      -----    -----------------
      1.2.2    Determination.................................................20
      -----    -------------
      1.2.3    Administrative Agent's Discretion and Consent.................20
      -----    ---------------------------------------------
      1.2.4    Documents Taken as a Whole....................................20
      -----    --------------------------
      1.2.5    Headings......................................................20
      -----    --------
      1.2.6    Implied References to this Agreement..........................20
      -----    ------------------------------------
      1.2.7    Persons.......................................................21
      -----    -------
      1.2.8    Modifications to Documents....................................21
      -----    --------------------------
      1.2.9    From, To and Through..........................................21
      -----    --------------------
      1.2.10   Shall; Will...................................................21
      ------   -----------
   1.3   Accounting Principles...............................................21
   ---   ---------------------


2.    REVOLVING CREDIT FACILITIES............................................21
--    ---------------------------
   2.1   Revolving Credit Commitments........................................21
   ---   ----------------------------
      2.1.1    Revolving Credit Loans........................................21
      -----    ----------------------
      2.1.2    [Intentionally Omitted].......................................22
      -----    -----------------------
   2.2   Nature of Lenders' Obligations with
         Respect to Revolving Credit Loans...................................22
         ---------------------------------
   2.3   Commitment Fees.....................................................23
   ---   ---------------
   2.4   [Intentionally Omitted].......... ..................................23
   ---   ------------------------
   2.5   Revolving Credit Loan Requests......................................23
   ---   ------------------------------
      2.5.1    Revolving Credit Loan Requests................................23
      -----    ------------------------------
      2.5.2    [Intentionally Omitted].......................................24
      -----    -----------------------
   2.6   Making Revolving Credit Loans.......................................24
   ---   -----------------------------
      2.6.1    Making Revolving Credit Loans.................................24
      -----    -----------------------------
      2.6.2    [Intentionally Omitted].......................................24
      -----    -----------------------
   2.7   Revolving Credit Notes..............................................24
   ---   ----------------------
      2.7.1    Revolving Credit Notes........................................24
      -----    ----------------------
      2.7.2    [Intentionally Omitted].......................................24
                ---------------------
   2.8   Use of Proceeds.....................................................24
   ---   ---------------
   2.9   Letter of Credit Subfacility........................................25
   ---   ----------------------------
      2.9.1    Issuance of Letters of Credit.................................25
      -----    -----------------------------
      2.9.2    Letter of Credit Fees.........................................25
      -----    ---------------------
      2.9.3    Disbursements, Reimbursement..................................25
      -----    ----------------------------
      2.9.4    Repayment of Participation Advances...........................27
      -----    -----------------------------------
      2.9.5    Documentation.................................................27
      -----    -------------
      2.9.6    Determinations to Honor Drawing Requests......................27
      -----    ----------------------------------------
      2.9.7    Nature of Participation and Reimbursement Obligations.........28
      -----    -----------------------------------------------------
      2.9.8    Indemnity.....................................................29
      -----    ---------
      2.9.9    Liability for Acts and Omissions..............................29
      -----    --------------------------------


3.    TERM LOANS.............................................................30
--    ----------
   3.1   Term Loan Commitments...............................................30
   ---   ---------------------
      3.1.1    Term Loan A Commitments.......................................30
      -----    -----------------------
      3.1.2    Term Loan B Commitments.......................................30
      -----    -----------------------
   3.2   Nature of Lenders' Obligations with Respect to Term Loans...........30
   ---   ---------------------------------------------------------
   3.3   Term Loan Notes.....................................................31
   ---   ---------------
   3.4   Use of Proceeds.....................................................32
   ---   ---------------


4.    INTEREST RATES.........................................................32
--    --------------
   4.1   Interest Rate Options...............................................32
   ---   ---------------------
      4.1.1    Revolving Credit Interest Rate Options........................32
      -----    --------------------------------------
      4.1.2    Term Loan A Interest Rate Options.............................32
      -----    ---------------------------------
      4.1.3    Term Loan B Interest Rate Options.............................33
      -----    ---------------------------------
      4.1.4    Rate Quotations...............................................33
      -----    ---------------
   4.2   Interest Periods....................................................33
   ---   ----------------
      4.2.1    Ending Date and Business Day..................................33
      -----    ----------------------------
      4.2.2    Amount of Borrowing Tranche...................................34
      -----    ---------------------------
      4.2.3    Termination Before Expiration Date............................34
      -----    ----------------------------------
      4.2.4    Renewals......................................................34
      -----    --------
   4.3   Interest After Default..............................................34
   ---   ----------------------
      4.3.1    Letter of Credit Fees, Interest Rate..........................34
      -----    ------------------------------------
      4.3.2    Other Obligations.............................................34
      -----    -----------------
      4.3.3    Acknowledgment................................................34
      -----    --------------
   4.4   Euro-Rate Unascertainable; Illegality; Increased Costs;
         Deposits Not Available..............................................35
   ---   ------------------------------------------------------
      4.4.1    Unascertainable...............................................35
      -----    ---------------
      4.4.2    Illegality; Increased Costs; Deposits Not Available...........35
      -----    ---------------------------------------------------
      4.4.3    Administrative Agent's and Lender's Rights....................35
      -----    ------------------------------------------
   4.5   Selection of Interest Rate Options..................................36
   ---   ----------------------------------


5.    PAYMENTS...............................................................36
--    --------
   5.1   Payments............................................................36
   ---   --------
   5.2   Pro Rata Treatment of Lenders.......................................37
   ---   -----------------------------
   5.3   Interest Payment Dates..............................................37
   ---   ----------------------
   5.4   Voluntary Repayments................................................37
   ---   --------------------
      5.4.1    Right to Repay................................................37
      -----    --------------
      5.4.2    Commitment Reductions.........................................38
      -----    ---------------------
      5.4.3    Replacement of a Lender.......................................39
      -----    -----------------------
      5.4.4    Change of Lending Office......................................39
      -----    ------------------------
   5.5   Mandatory Prepayments...............................................40
   ---   ---------------------
      5.5.1    Excess Cash Flow..............................................40
      -----    ----------------
      5.5.2    Sale of Assets; Issuance of Stock;
               Incurrence of Indebtedness; Casualty Events ..................40
      -----    -------------------------------------------
      5.5.3    Application Among Interest Rate Options.......................41
      -----    ---------------------------------------
   5.6   Additional Compensation in Certain Circumstances....................41
   ---   ------------------------------------------------
      5.6.1    Increased Costs or Reduced Return Resulting From Taxes,
               Reserves, Capital Adequacy Requirements, Expenses, Etc........41
      -----    ------------------------------------------------------
      5.6.2    Indemnity.....................................................42
      -----    ---------


6.    REPRESENTATIONS AND WARRANTIES.........................................43
--    ------------------------------
   6.1   Representations and Warranties......................................43
   ---   ------------------------------
      6.1.1    Organization and Qualification................................43
      -----    ------------------------------
      6.1.2    Capitalization and Ownership..................................43
      -----    ----------------------------
      6.1.3    Subsidiaries..................................................43
      -----    ------------
      6.1.4    Power and Authority...........................................44
      -----    -------------------
      6.1.5    Validity and Binding Effect......................... .........44
      -----    ---------------------------
      6.1.6    No Conflict...................................................44
      -----    -----------
      6.1.7    Litigation....................................................44
      -----    ----------
      6.1.8    Title to Properties...........................................45
      -----    -------------------
      6.1.9    Financial Statements..........................................45
      -----    --------------------
      6.1.10   Use of Proceeds; Margin Stock.................................45
      ------   -----------------------------
      6.1.11   Full Disclosure...............................................46
      ------   ---------------
      6.1.12   Taxes.........................................................46
      ------   -----
      6.1.13   Consents and Approvals........................................46
      ------   ----------------------
      6.1.14   No Event of Default; Compliance with Instruments..............47
      ------   ------------------------------------------------
      6.1.15   Patents, Trademarks, Copyrights, Licenses, Etc................47
      ------   ----------------------------------------------
      6.1.16   Security Interests............................................47
      ------   ------------------
      6.1.17   Mortgage Liens................................................48
      ------   --------------
      6.1.18   Status of the Pledge Collateral...............................48
      ------   -------------------------------
      6.1.19   Insurance.....................................................48
      ------   ---------
      6.1.20   Compliance with Laws..........................................48
      ------   --------------------
      6.1.21   Material Contracts; Burdensome Restrictions...................49
      ------   -------------------------------------------
      6.1.22   Investment Companies; Regulated Entities......................49
      ------   ----------------------------------------
      6.1.23   Plans and Benefit Arrangements................................49
      ------   ------------------------------
      6.1.24   Employment Matters............................................50
      ------   ------------------
      6.1.25   Environmental Matters.........................................51
      ------   ---------------------
      6.1.26   Senior Debt Status............................................53
      ------   ------------------
   6.2   Updates to Schedules................................................53
   ---   --------------------


7.    CONDITIONS OF LENDING..................................................53
--    ---------------------
   7.1   First Loans.........................................................53
   ---   -----------
      7.1.1    Officer's Certificate.........................................53
      -----    ---------------------
      7.1.2    Secretary's Certificate.......................................54
      -----    -----------------------
      7.1.3    Delivery of Loan Documents....................................54
      -----    --------------------------
      7.1.4    Opinion of Counsel............................................54
      -----    ------------------
      7.1.5    Legal Details.................................................55
      -----    -------------
      7.1.6    Payment of Fees...............................................55
      -----    ---------------
      7.1.7    Consents......................................................55
      -----    --------
      7.1.8    Officer's Certificate Regarding MACs..........................55
      -----    ------------------------------------
      7.1.9    No Violation of Laws..........................................56
      -----    --------------------
      7.1.10   No Actions or Proceedings.....................................56
      ------   -------------------------
      7.1.11   Insurance Policies; Certificates of Insurance; Endorsements...56
      ------   -----------------------------------------------------------
      7.1.12   Title Insurance...............................................56
      ------   ---------------
      7.1.13   Filing Receipts...............................................56
      ------   ---------------
      7.1.14   Amendment of Existing Credit Agreement........................57
      ------   --------------------------------------
      7.1.15   Blocked Account...............................................57
      ------   ---------------
      7.1.16   Waiver of Events of Default...................................57
      ------   ---------------------------
   7.2   Each Additional Loan................................................57
   ---   --------------------


8.    COVENANTS..............................................................58
--    ---------
   8.1   Affirmative Covenants...............................................58
   ---   ---------------------
      8.1.1    Preservation of Existence, Etc................................58
      -----    ------------------------------
      8.1.2    Payment of Liabilities, Including Taxes, Etc..................58
      -----    --------------------------------------------
      8.1.3    Maintenance of Insurance......................................58
      -----    ------------------------
      8.1.4    Maintenance of Properties and Leases..........................59
      -----    ------------------------------------
      8.1.5    Maintenance of Patents, Trademarks, Etc.......................60
      -----    ---------------------------------------
      8.1.6    Visitation Rights.............................................60
      -----    -----------------
      8.1.7    Keeping of Records and Books of Account.......................60
      -----    ---------------------------------------
      8.1.8    Plans and Benefit Arrangements................................60
      -----    ------------------------------
      8.1.9    Compliance with Laws..........................................60
      -----    --------------------
      8.1.10   Use of Proceeds...............................................61
      ------   ---------------
      8.1.11   Further Assurances............................................61
      ------   ------------------
      8.1.12   Subordination of Intercompany Loans...........................61
      ------   -----------------------------------
      8.1.13   Interest Rate Protection......................................62
      ------   ------------------------
      8.1.14   Rights of Lenders to Issuance of Warrants.....................62
      ------   -----------------------------------------
   8.2   Negative Covenants..................................................62
   ---   ------------------
      8.2.1    Indebtedness..................................................62
      -----    ------------
      8.2.2    Liens.........................................................63
      -----    -----
      8.2.3    Guaranties....................................................63
      -----    ----------
      8.2.4    Loans and Investments.........................................63
      -----    ---------------------
      8.2.5    Dividends and Related Distributions...........................64
      -----    -----------------------------------
      8.2.6    Liquidations, Mergers, Consolidations, Acquisitions...........64
      -----    ---------------------------------------------------
      8.2.7    Dispositions of Assets or Subsidiaries........................66
      -----    --------------------------------------
      8.2.8    Affiliate Transactions........................................67
      -----    ----------------------
      8.2.9    Subsidiaries, Partnerships and Joint Ventures.................67
      -----    ---------------------------------------------
      8.2.10   Continuation of or Change in Business.........................67
      ------   -------------------------------------
      8.2.11   Plans and Benefit Arrangements................................67
      ------   ------------------------------
      8.2.12   Fiscal Year...................................................68
      ------   -----------
      8.2.13   Issuance of Stock.............................................68
      ------   -----------------
      8.2.14   Changes in Organizational Documents...........................69
      ------   -----------------------------------
      8.2.15   Capital Expenditures and Leases...............................69
      ------   -------------------------------
      8.2.16   Maximum Leverage Ratio (Total Funded Debt)....................69
      ------   ------------------------------------------
      8.2.17   [Intentionally Omitted].......................................70
      ------   -----------------------
      8.2.18   Minimum Interest Coverage Ratio...............................70
      ------   -------------------------------
      8.2.19   Minimum Net Worth.............................................70
      ------   -----------------
      8.2.20   Fixed Charge Coverage Ratio...................................71
      ------   ---------------------------
      8.2.21   Rental Merchandise Usage......................................71
      ------   ------------------------
   8.3   Reporting Requirements..............................................71
   ---   ----------------------
      8.3.1    Monthly Financial Statements..................................71
      -----    ----------------------------
      8.3.2    Quarterly Financial Statements................................72
      -----    ------------------------------
      8.3.3    Annual Financial Statements...................................72
      -----    ---------------------------
      8.3.4    Certificate of the Borrower...................................73
      -----    ---------------------------
      8.3.5    Weekly Cash Flow Forecast.....................................73
      -----    -------------------------
      8.3.6    Notice of Default.............................................73
      -----    -----------------
      8.3.7    Notice of Litigation..........................................73
      -----    --------------------
      8.3.8    Certain Events................................................74
      -----    --------------
      8.3.9    Budgets, Forecasts, Other Reports and Information.............74
      -----    -------------------------------------------------
      8.3.10   Notices Regarding Plans and Benefit Arrangements..............75
      ------   ------------------------------------------------


9.    DEFAULT................................................................76
--    -------
   9.1   Events of Default...................................................76
   ---   -----------------
      9.1.1    Payments Under Loan Documents.................................76
      -----    -----------------------------
      9.1.2    Breach of Warranty............................................76
      -----    ------------------
      9.1.3    Breach of Negative Covenants or Visitation Rights.............77
      -----    -------------------------------------------------
      9.1.4    Breach of Other Covenants.....................................77
      -----    -------------------------
      9.1.5    Defaults in Other Agreements or Indebtedness..................77
      -----    --------------------------------------------
      9.1.6    Final Judgments or Orders.....................................77
      -----    -------------------------
      9.1.7    Loan Document Unenforceable...................................77
      -----    ---------------------------
      9.1.8    Uninsured Losses; Proceedings Against Assets..................78
      -----    --------------------------------------------
      9.1.9    Notice of Lien or Assessment..................................78
      -----    ----------------------------
      9.1.10   Insolvency....................................................78
      ------   ----------
      9.1.11   Events Relating to Plans and Benefit Arrangements.............78
      ------   -------------------------------------------------
      9.1.12   Cessation of Business.........................................79
      ------   ---------------------
      9.1.13   Change of Control.............................................79
      ------   -----------------
      9.1.14   Involuntary Proceedings.......................................79
      ------   -----------------------
      9.1.15   Voluntary Proceedings.........................................79
      ------   ---------------------
   9.2   Consequences of Event of Default....................................80
   ---   --------------------------------
      9.2.1    Events of Default Other Than Bankruptcy, Insolvency
               or Reorganization Proceeding................s.................80
      -----    ---------------------------------------------------
      9.2.2    Bankruptcy, Insolvency or Reorganization Proceedings..........80
      -----    ----------------------------------------------------
      9.2.3    Set-off.......................................................80
      -----    -------
      9.2.4    Suits, Actions, Proceedings...................................81
      -----    ---------------------------
      9.2.5    Application of Proceeds.......................................81
      -----    -----------------------
      9.2.6    Other Rights and Remedies.....................................82
      -----    -------------------------
   9.3   Notice of Sale......................................................82
   ---   --------------


10.   THE AGENT..............................................................82
---   ---------
   10.1  Appointment.........................................................82
   ----  -----------
   10.2  Delegation of Duties................................................82
   ----  --------------------
   10.3  Nature of Duties; Independent Credit Investigation..................83
   ----  --------------------------------------------------
   10.4  Actions in Discretion of Administrative Agent;
         Instructions from the Lenders.......................................83
   ----  ---------------------------------------------
   10.5  Reimbursement and Indemnification of Administrative Agent...........84
   ----  ---------------------------------------------------------
   10.6  Exculpatory Provisions; Limitation of Liability.....................84
   ----  -----------------------------------------------
   10.7  Reimbursement and Indemnification of
         Administrative Agent by Lenders.....................................85
   ----  -------------------------------
   10.8  Reliance by Administrative Agent....................................86
   ----  --------------------------------
   10.9  Notice of Default...................................................86
   ----  -----------------
   10.10 Notices.............................................................86
   ----- -------
   10.11 Lenders in Their Individual Capacities..............................86
   ----- --------------------------------------
   10.12 Holders of Notes....................................................87
   ----- ----------------
   10.13 Equalization of Lenders.............................................87
   ----- -----------------------
   10.14 Successor Administrative Agent......................................87
   ----- ------------------------------
   10.15 Availability of Funds...............................................88
   ----- ---------------------
   10.16 Calculations........................................................88
   ----- ------------
   10.17 Beneficiaries.......................................................89
   ----- -------------


11.   MISCELLANEOUS..........................................................89
---   -------------
   11.1  Modifications, Amendments or Waivers................................89
   ----  ------------------------------------
      11.1.1   Increase of Commitment; Extension or Expiration Date..........89
      ------   ----------------------------------------------------
      11.1.2   Extension of Payment; Reduction of Principal Interest or Fees;
               Modification of Terms of Payment..............................89
      ------   -------------------------------
      11.1.3   Release of Collateral or Guarantor............................90
      ------   ----------------------------------
      11.1.4   Miscellaneous.................................................90
      ------   -------------
   11.2  No Implied Waivers; Cumulative Remedies; Writing Required...........90
   ----  ---------------------------------------------------------
   11.3  Reimbursement and Indemnification of Lenders; Taxes.................91
   ----  ---------------------------------------------------
   11.4  Holidays............................................................91
   ----  --------
   11.5  Funding by Branch, Subsidiary or Affiliate..........................92
   ----  ------------------------------------------
      11.5.1   Notional Funding..............................................92
      ------   ----------------
      11.5.2   Actual Funding................................................92
      ------   --------------
   11.6  Notices.............................................................92
   ----  -------
   11.7  Severability........................................................93
   ----  ------------
   11.8  Governing Law.......................................................93
   ----  -------------
   11.9  Prior Understanding.................................................93
   ----  -------------------
   11.10 Duration; Survival..................................................93
   ----- ------------------
   11.11 Successors and Assigns..............................................94
   ----- ----------------------
   11.12 Confidentiality.....................................................95
   ----- ---------------
   11.13 Counterparts........................................................96
   ----- ------------
   11.14 Administrative Agent's or Lender's Consent..........................97
   ----- ------------------------------------------
   11.15 Exceptions..........................................................97
   ----- ----------
   11.16 CONSENT TO FORUM; WAIVER OF JURY TRIAL..............................97
   ----- --------------------------------------
   11.17 Tax Withholding Clause..............................................97
   ----- ----------------------
   11.18 Joinder of Guarantors...............................................98
   ----- ---------------------
   11.19 Joint and Several Liability of Borrower and Co-Borrower.............98
   ----- --------------------------------------------------------





<PAGE>



                                     - 26 -
                         LIST OF SCHEDULES AND EXHIBITS

SCHEDULES

SCHEDULE 1.1(A)        -      PRICING GRID
SCHEDULE 1.1(B)        -      COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(P)        -      PERMITTED LIENS
SCHEDULE 6.1.1         -      QUALIFICATIONS TO DO BUSINESS
SCHEDULE 6.1.3         -      SUBSIDIARIES
SCHEDULE 6.1.7         -      LITIGATION
SCHEDULE 6.1.8         -      OWNED AND LEASED REAL PROPERTY
SCHEDULE 6.1.13        -      CONSENTS AND APPROVALS
SCHEDULE 6.1.15        -      PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.
SCHEDULE 6.1.18        -      PARTNERSHIP AGREEMENTS; LLC AGREEMENTS
SCHEDULE 6.1.19        -      INSURANCE POLICIES
SCHEDULE 6.1.21        -      MATERIAL CONTRACTS
SCHEDULE 6.1.23        -      EMPLOYEE BENEFIT PLAN DISCLOSURES
SCHEDULE 6.1.25        -      ENVIRONMENTAL DISCLOSURES
SCHEDULE 7.1.16        -      EVENTS OF DEFAULT
SCHEDULE 8.2.1         -      PERMITTED INDEBTEDNESS

EXHIBITS

EXHIBIT 1.1(A)         -      ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(C)(1)      -      COLLATERAL ASSIGNMENT
EXHIBIT 1.1(G)(1)      -      GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)      -      GUARANTY AGREEMENT
EXHIBIT 1.1(I)(1)      -      INDEMNITY AGREEMENT
EXHIBIT 1.1(I)(2)      -      INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(M)         -      MORTGAGE
EXHIBIT 1.1(P)(1)      -      PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT
EXHIBIT 1.1(P)(2)      -      PLEDGE AGREEMENT
EXHIBIT 1.1(R)         -      REVOLVING CREDIT NOTE
EXHIBIT 1.1(S)(1)      -      AMENDED AND RESTATED SECURITY AGREEMENT
EXHIBIT 1.1(T)(1)      -      TERM NOTE A
EXHIBIT 1.1(T)(2)      -      TERM NOTE B
EXHIBIT 2.5            -      LOAN REQUEST
EXHIBIT 7.1.4          -      OPINION OF COUNSEL
EXHIBIT 8.1.14         -      WARRANT AGREEMENT
EXHIBIT 8.3.4          -      QUARTERLY COMPLIANCE CERTIFICATE


<PAGE>




                                CREDIT AGREEMENT

                  THIS CREDIT AGREEMENT is dated as of September 23, 1999 and is
made by and among RENT-WAY, INC., a Pennsylvania corporation (the "Borrower")
for itself and as successor by merger to Rentavision, Inc., a New York
Corporation, and RENT-WAY OF TTIG, L.P., an Indiana Limited Partnership,
(Rent-Way of TTIG, L.P. is referred to herein as the "Co-Borrower"), each of the
Guarantors (as hereinafter defined), the LENDERS (as hereinafter defined),
NATIONAL CITY BANK OF PENNSYLVANIA, in its capacity as administrative agent for
the Lenders under this Agreement (hereinafter referred to in such capacity as
the "Administrative Agent"), BANK OF AMERICA, N.A. in its capacity as
documentation agent for the Lenders, and HARRIS TRUST AND SAVINGS BANK, in its
capacity as syndication agent.

                                   WITNESSETH:

                  WHEREAS, the Borrower and the Co-Borrower have requested the
Administrative Agent and the Lenders to continue to provide (i) a revolving
credit facility in an aggregate principal amount not to exceed $75,000,000.00,
(ii) a term loan in the amount of $117,567,083.30 ("Term Loan A") and (iii) a
term loan in the amount of $170,980,650.64 ("Term Loan B").

                  NOW, THEREFORE, the parties hereto, in consideration of their
mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, covenant and agree as follows:

                             1. CERTAIN DEFINITIONS
                                -------------------

                    1.1  Certain Definitions.

                    In addition to words and terms defined elsewhere in this
Agreement, the following words and terms shall have the following meanings,
respectively, unless the context hereof clearly requires otherwise:

                         Acquiring  Person  shall  mean any  Person or group
of two or more  Persons(excluding the Management Group) acting as a partnership,
limited  partnership,syndicate, or other group for the purpose of acquiring,
holding or disposing of Voting Stock of the Borrower,  together with all
affiliates  and associates (as defined in Rule 12b-2 under the Securities
and Exchange Act of 1934, as amended)of such Person or Persons.

                         Administrative Agent shall mean National City Bank of
Pennsylvania, and its successors and assigns.

                         Affiliate  as to any Person shall mean any other Person
(i) which directly or indirectly controls,  is controlled by, or is under common
control with such Person,  (ii) which  beneficially  owns or holds 5% or more of
any class of the voting or other equity interests of such Person, or (iii) 5% or
more of any class of voting  interests  or other  equity  interests  of which is
beneficially owned or held, directly or indirectly,  by such Person. Control, as
used in this definition,  shall mean the possession,  directly or indirectly, of
the power to direct or cause the  direction of the  management  or policies of a
Person,  whether  through the  ownership  of voting  securities,  by contract or
otherwise,  including the power to elect a majority of the directors or trustees
of a corporation or trust, as the case may be. Notwithstanding the foregoing, no
Lender  shall be deemed to be an  Affiliate  of the  Borrower  or any other Loan
Party based upon any warrants  issued to such Lender  pursuant to Section 8.1.14
or any capital  stock of the  Borrower  received in exchange  for such  warrants
issued to such Lender.

                         Agreement shall mean this Credit Agreement, as the
same may be supplemented or amended from time to time,
including all schedules and exhibits.

                         Annual Statements shall have the meaning assigned to
that term in Section 6.1.9(i).

                         Applicable Commitment Fee Rate shall mean a
percentage rate per annum equal to three-fourths of one percent
(.75%).

                         Applicable Margin shall mean, as applicable:

                         (A) the percentage  spread set forth on the pricing
grid attached hereto as Schedule 1.1(A) to be added to the Base Rate under the
Base Rate Option.

                         (B) the percentage  spread set forth on the pricing
grid attached hereto as Schedule 1.1(A) to be added to the Euro-Rate under the
Euro-Rate Option.

                         Assignment and Assumption Agreement shall mean an
Assignment and Assumption Agreement by and among a Purchasing Lender, a Transfer
or Lender and the Administrative  Agent,  as  Administrative  Agent and on
behalf of the remaining Lenders, substantially in the form of Exhibit 1.1(A).

                         Authorized Officer shall mean those individuals,
designated by written notice to the Administrative Agent from the Borrower and
the Co-Borrower, authorized to execute notices, reports and other documents on
behalf of the Loan Parties required hereunder. The Borrower and the Co-Borrower
may amend such list of individuals from time to time by giving written notice of
such amendment to the Administrative Agent.

                         Base Net Worth shall mean the sum of $185,000,000
plus the amounts set forth in (i) (ii) and(iii) below which occur during the
period from the Closing Date through the date of determination: (i) 75% of
consolidated net income of the Borrower and its Subsidiaries for each fiscal
year in which net income was earned (as opposed to a net loss) commencing with
the fiscal year ended September 30, 2002, (ii) 90% of any increase in the
Consolidated Net Worth resulting from a Permitted Acquisition and (iii) 90% of
the amount of the cash net proceeds received by the Loan Parties from any
offering consummated with respect to equity securities of the Borrower.

                         Base Rate shall mean the greater of (i) the interest
rate per annum announced from time to time by the Administrative Agent at its
Principal Office as its then prime rate, which rate may not be the lowest rate
then being charged commercial borrowers by the Administrative Agent, or (ii) the
Federal Funds Effective Rate plus one half percent (1/2%) per annum.

                         Base Rate Option shall mean either the Revolving
Credit Base Rate Option, the Term Loan A Base Rate Option or the Term Loan B
Base Rate Option.

                         Benefit Arrangement shall mean at any time an
"employee benefit plan," within the meaning of Section 3(3) of ERISA, which is
neither a Plan nor a Multiemployer Plan and which is maintained, sponsored or
otherwise contributed to by any member of the ERISA Group.

                         Borrower  shall mean  Rent-Way,  Inc., a  corporation
organized and existing under the laws of the Commonwealth of Pennsylvania.

                         Borrowing Date shall mean,  with respect to any Loan,
the date for the making  thereof or the renewal or  conversion  thereof at or to
the same or a different Interest Rate Option, which shall be a Business Day.

                         Borrowing  Tranche shall mean  specified  portions of
Loans outstanding as follows:  (i) any Loans to which a Euro-Rate Option applies
which  become  subject  to the same  Interest  Rate  Option  under the same Loan
Request and which have the same Interest  Period shall  constitute one Borrowing
Tranche,  and  (ii) all  Loans to which  the  Base  Rate  Option  applies  shall
constitute one Borrowing Tranche.

                         Business Day shall mean any day other than a Saturday
or  Sunday or a legal  holiday  on which  commercial  banks  are  authorized  or
required to be closed for business in Pittsburgh, Pennsylvania.

                         Cash Equivalents  shall mean cash and all investments
permitted  by the  Loan  Parties  described  in  items  (i)  through  (v) in the
definition of Permitted Investments.

                         Co-Borrower  shall mean  Rent-Way  of TTIG,  L.P.,  a
limited  partnership  organized  and  existing  under  the laws of the  State of
Indiana.

                         Closing Date shall mean October 5, 2001.

                         Collateral shall mean the Pledge Collateral,  the UCC
Collateral, the Intellectual Property Collateral and the Real Property.

                         Collateral Assignments shall mean the Collateral
Assignments in the form of Exhibit 1.1(C).

                         Commitment  shall mean as to any Lender the aggregate
of its Revolving  Credit  Commitments,  Term Loan A Commitments  and Term Loan B
Commitments,  and Commitments  shall mean the aggregate of the Revolving  Credit
Commitments,  Term Loan A Commitments  and Term Loan B Commitments of all of the
Lenders.

                         Commitment Fee shall have the meaning assigned to
that term in Section 2.3.

                         Consideration   shall   mean  with   respect  to  any
Permitted  Acquisition,  the  aggregate  of (i) the cash paid by any of the Loan
Parties, directly or indirectly, to the seller in connection therewith, (ii) the
capital  stock of the  Borrower  or any  Loan  Party  issued  to the  seller  in
connection  therewith,  (iii) the Indebtedness incurred or assumed by any of the
Loan  Parties,  whether in favor of the seller or otherwise and whether fixed or
contingent,  (iv) any Guaranty given or incurred by any Loan Party in connection
therewith,  and (v) any other  consideration given or obligation incurred by any
of the Loan Parties in connection therewith.

                         Consolidated  Adjusted Cash Flow from  Operations for
any period of determination shall mean (i) the sum of net income,  amortization,
interest  expense  and income tax  expense  minus (ii)  non-cash  credits to net
income,  in each  case of the  Borrower  and its  Subsidiaries  for such  period
determined and consolidated in accordance with GAAP. If the Borrower or any Loan
Party shall have made one or more  Permitted  Acquisitions  as  permitted  under
Section 8.2.6(2) during the period of determination,  Consolidated Adjusted Cash
Flow from  Operations  for such  period  shall be  adjusted on a pro forma basis
reasonably  acceptable to the Administrative Agent and based upon the historical
financial  statements  reasonably  acceptable to the Administrative Agent of the
Person or assets  acquired to give effect to such Permitted  Acquisitions  as if
they had  occurred at the  beginning of such  period.  The pro forma  adjustment
shall  include any income or loss  attributable  to the  ownership  interests or
assets  purchased,  excluding in the case of a stock  acquisition  of the Person
acquired any income on the historical financial statements attributable to stock
or asset dispositions made prior to the time of the Permitted  Acquisition.  The
pro forma  adjustment  shall  exclude  any  income on the  historical  financial
statements  attributable  to  stock  or  assets  acquired  under  the  Permitted
Acquisition  which the  Borrower  or the Loan  Party  contemplate  disposing  of
following the Permitted Acquisition.  The pro forma adjustment shall not include
any projected cost savings,  cost reductions or similar synergistic  adjustments
forecasted by the Borrower based upon the Permitted Acquisition.

                         Consolidated Cash Flow from Operations for any period
of determination shall mean (i) the sum of net income,  depreciation  (excluding
depreciation of Rental Merchandise), amortization, other non-cash charges to net
income,  interest  expense and income tax expense minus (ii) non-cash credits to
net income,  in each case of the Borrower and its  Subsidiaries  for such period
determined and consolidated in accordance with GAAP. If the Borrower or any Loan
Party shall have made one or more  Permitted  Acquisitions  as  permitted  under
Section 8.2.6(2) during the period of determination, Consolidated Cash Flow from
Operations  for such period  shall be  adjusted on a pro forma basis  reasonably
acceptable to the Administrative  Agent and based upon the historical  financial
statements  reasonably  acceptable to the Administrative  Agent of the Person or
assets  acquired to give effect to such  Permitted  Acquisitions  as if they had
occurred at the beginning of such period. The pro forma adjustment shall include
any income or loss attributable to the ownership  interests or assets purchased,
excluding in the case of a stock  acquisition of the Person  acquired any income
on  the  historical  financial   statements   attributable  to  stock  or  asset
dispositions made prior to the time of the Permitted Acquisition.  The pro forma
adjustment  shall  exclude  any income on the  historical  financial  statements
attributable to stock or assets acquired under the Permitted  Acquisition  which
the Borrower or the Loan Party contemplate  disposing of following the Permitted
Acquisition.  The pro forma  adjustment  shall not  include any  projected  cost
savings,  cost reductions or similar synergistic  adjustments  forecasted by the
Borrower based upon the Permitted Acquisition.

                         Consolidated Funded Debt shall mean as of any date of
determination, the sum of Indebtedness for borrowed money (including capitalized
leases) and Letters of Credit Outstanding,  in each case of the Borrower and its
Subsidiaries  determined and  consolidated  in accordance  with GAAP,  minus any
Payment-in-Kind Interest included in the foregoing calculation.

                         Consolidated  Net Worth  shall mean as of any date of
determination, total stockholders' equity plus preferred stock (to the extent it
is not already included in the  stockholders'  equity),  of the Borrower and its
Subsidiaries  as of such date  determined and  consolidated  in accordance  with
GAAP.

                         Dollar,  Dollars, U.S. Dollars and the symbol $ shall
mean lawful money of the United States of America.

                         Drawing Date shall have the meaning assigned to that
term in Section 2.9.3.2.

                         Environmental   Complaint   shall  mean  any  written
complaint  setting  forth a cause of action for  personal or property  damage or
natural  resource  damage or  equitable  relief,  order,  notice  of  violation,
citation,  request for information  issued pursuant to any Environmental Laws by
an Official  Body,  subpoena or other  written  notice of any type  relating to,
arising  out of, or issued  pursuant  to, any of the  Environmental  Laws or any
Environmental Conditions, as the case may be.

                         Environmental Conditions shall mean any conditions of
the  environment,   including  the  workplace,   the  ocean,  natural  resources
(including  flora or fauna),  soil,  surface water,  groundwater,  any actual or
potential drinking water supply sources,  substrata or the ambient air, relating
to or  arising  out of, or caused  by, the use,  handling,  storage,  treatment,
recycling,  generation,  transportation,  release,  spilling,  leaking, pumping,
emptying,   discharging,   injecting,  escaping,  leaching,  disposal,  dumping,
threatened release or other management or mismanagement of Regulated  Substances
resulting from the use of, or operations on, any Property.

                         Environmental  Laws  shall mean all  federal,  state,
local  and  foreign  Laws  and   regulations,   including   permits,   licenses,
authorizations, bonds, orders, judgments, and consent decrees issued, or entered
into,  pursuant thereto,  relating to pollution or protection of human health or
the environment or employee safety in the workplace.

                         ERISA  shall  mean  the  Employee  Retirement  Income
Security Act of 1974,  as the same may be amended or  supplemented  from time to
time, and any successor statute of similar import, and the rules and regulations
thereunder, as from time to time in effect.

                         ERISA Group shall mean, at any time, the Borrower and
all members of a controlled  group of corporations  and all trades or businesses
(whether or not incorporated) under common control and all other entities which,
together with the Borrower,  are treated as a single  employer under Section 414
of the Internal Revenue Code.

                         Euro-Rate  shall  mean,  with  respect  to  any  Loan
comprising any Borrowing  Tranche to which the Euro-Rate  Option applies for any
Interest Period,  the interest rate per annum  determined by the  Administrative
Agent by dividing  (i) the rate of  interest  determined  by the  Administrative
Agent in accordance  with its usual  procedures  (which  determination  shall be
conclusive  absent  manifest  error)  to be the  eurodollar  rate at 11:00  a.m.
Pittsburgh  time two (2) Business  Days prior to the first day of such  Interest
Period for an amount  comparable to such Loan and having a borrowing  date and a
maturity comparable to such Interest Period by (ii) a number equal to 1.00 minus
the Euro-Rate Reserve  Percentage.  The Euro-Rate shall be adjusted with respect
to any Euro-Rate  Option  outstanding on the effective date of any change in the
Euro-Rate Reserve Percentage as of such effective date. The Administrative Agent
shall give prompt notice to the Borrower, the Co-Borrower and the Lenders of the
Euro-Rate as determined or adjusted in accordance herewith,  which determination
shall be conclusive absent manifest error.

                         Euro-Rate Option shall mean either the Revolving
Credit Euro-Rate Option, the Term Loan A Euro-Rate Option
or the Term Loan B Euro-Rate Option.

                         Euro-Rate  Reserve  Percentage shall mean the maximum
percentage (expressed as a decimal rounded upward to the nearest 1/100 of 1%) as
determined  by the  Administrative  Agent which is in effect during any relevant
period,  as prescribed by the Board of Governors of the Federal  Reserve  System
(or  any  successor)  for  determining  the  reserve   requirements   (including
supplemental,  marginal  and  emergency  reserve  requirements)  with respect to
eurocurrency funding (currently referred to as "Eurocurrency  Liabilities") of a
member bank in such System.

                         Event  of  Default  shall  mean  any  of  the  events
described in Section 9.1 and referred to therein as an "Event of Default."

                         Excess Cash Flow shall be computed as of the close of
each fiscal year by taking the difference  between  Consolidated  Cash Flow from
Operations plus depreciation of Rental  Merchandise for such fiscal year and the
sum of (i) Fixed Charges,  (ii) capital  expenditures and (iii)  expenditures in
connection with the purchase of Rental Merchandise,  each as calculated for such
fiscal  year.  All  determinations  of Excess  Cash  Flow  shall be based on the
immediately  preceding  fiscal year and shall be made  following the delivery by
the Borrower to the  Administrative  Agent of the Borrower's  audited  financial
statements for such preceding year.

                         Expiration Date shall mean, with respect to the
Revolving Credit Commitments, December 31, 2003.

                         Federal Funds  Effective  Rate for any day shall mean
the rate per annum  (based on a year of 360 days and  actual  days  elapsed  and
rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank
of New York (or any successor) on such day as being the weighted  average of the
rates on overnight federal funds transactions  arranged by federal funds brokers
on the previous  trading day, as computed and announced by such Federal  Reserve
Bank (or any successor) in substantially the same manner as such Federal Reserve
Bank computes and  announces  the weighted  average it refers to as the "Federal
Funds  Effective  Rate"  as of the  date of this  Agreement;  provided,  if such
Federal  Reserve Bank (or its successor) does not announce such rate on any day,
the  "Federal  Funds  Effective  Rate" for such day shall be the  Federal  Funds
Effective Rate for the last day on which such rate was announced.

                         Financial Projections shall have the meaning assigned
to that term in Section 6.1.9(ii).

                         Fixed  Charge  Coverage  Ratio  shall  mean,  for any
period of determination, the ratio of (i) Consolidated Cash Flow from Operations
minus capital expenditures (excluding Rental Merchandise) to (ii) Fixed Charges,
in each case of the Borrower and its Subsidiaries for such period determined and
consolidated in accordance with GAAP.

                         Fixed   Charges   shall  mean,   for  any  period  of
determination,  the sum of cash interest expense,  income taxes, and the current
portion of long term Indebtedness  (including  capitalized leases), in each case
of the Borrower and its Subsidiaries for such period determined and consolidated
in accordance with GAAP.

                         GAAP  shall  mean   generally   accepted   accounting
principles  as are in effect  from time to time,  subject to the  provisions  of
Section  1.3,  and applied on a consistent  basis both as to  classification  of
items and amounts.

                         Governmental Acts shall have the meaning assigned to
that term in Section 2.9.8.

                         Guarantor  shall  mean  each of the  parties  to this
Agreement  which is designated as a "Guarantor" on the signature page hereof and
each other  Person  which joins this  Agreement  as a  Guarantor  after the date
hereof pursuant to Section 11.18.

                         Guarantor Joinder shall mean a joinder by a Person as
a Guarantor  under this  Agreement,  the Guaranty  Agreement  and the other Loan
Documents in the form of Exhibit 1.1(G)(1).

                         Guaranty of any Person shall mean any  obligation  of
such Person  guaranteeing or in effect  guaranteeing any liability or obligation
of any other Person in any manner, whether directly or indirectly, including any
agreement to indemnify or hold harmless any other Person,  any performance  bond
or other  suretyship  arrangement and any other form of assurance  against loss,
except  endorsement of negotiable or other instruments for deposit or collection
in the ordinary course of business.

                         Guaranty   Agreement  shall  mean  the  Guaranty  and
Suretyship  Agreement dated as of September 23, 1999,  executed and delivered by
each of the  Guarantors  to the  Administrative  Agent  for the  benefit  of the
Lenders and the Joinders  pursuant to which  Subsidiaries of the Borrower joined
into the Guaranty Agreement subsequent to September 23, 1999.

                         Historical Statements shall have the meaning assigned
to that term in Section 6.1.9(i).

                         Indebtedness  shall  mean,  as to any  Person  at any
time, any and all indebtedness,  obligations or liabilities  (whether matured or
unmatured,   liquidated  or  unliquidated,   direct  or  indirect,  absolute  or
contingent,  or joint or  several)  of such  Person  for or in  respect  of: (i)
borrowed money,  (ii) amounts raised under or liabilities in respect of any note
purchase  or  acceptance  credit  facility,   (iii)  reimbursement   obligations
(contingent or otherwise)  under any letter of credit,  currency swap agreement,
interest  rate swap,  cap,  collar or floor  agreement  or other  interest  rate
management  device,  (iv)  any  other  transaction  (including  forward  sale or
purchase agreements, capitalized leases and conditional sales agreements) having
the  commercial  effect of a borrowing  of money  entered into by such Person to
finance its operations or capital requirements (but not including trade payables
and accrued  expenses  incurred in the ordinary course of business which are not
represented by a promissory note or other evidence of indebtedness and which are
not more than thirty (30) days past due),  or (v) any  Guaranty of  Indebtedness
for borrowed money.

                         Indemnity   Agreement   shall   mean  the   Indemnity
Agreement dated as of September 23, 1999, among the Lenders,  the Administrative
Agent  and the Loan  Parties  relating  to  possible  environmental  liabilities
associated with any of the Property.

                         Ineligible Security shall mean any security which may
not be  underwritten  or dealt in by member banks of the Federal  Reserve System
under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh),  as
amended.

                         Insolvency Proceeding shall mean, with respect to any
Person,  (a) case,  action or proceeding  with respect to such Person (i) before
any  court  or  any  other  Official  Body  under  any  bankruptcy,  insolvency,
reorganization  or other similar Law now or hereafter in effect, or (ii) for the
appointment   of  a  receiver,   liquidator,   assignee,   custodian,   trustee,
sequestrator,  conservator (or similar  official) of any Loan Party or otherwise
relating to liquidation,  dissolution,  winding-up or relief of such Person,  or
(b) any general assignment for the benefit of creditors, composition, marshaling
of assets  for  creditors,  or other,  similar  arrangement  in  respect of such
Person's  creditors  generally  or any  substantial  portion  of its  creditors;
undertaken under any Law.

                         Intellectual  Property  Collateral  shall mean all of
the  property  described  in  the  Patent,   Trademark  and  Copyright  Security
Agreement.

                         Intercompany  Subordination  Agreement  shall  mean a
Subordination  Agreement dated as of September 23, 1999,  among the Loan Parties
in favor of the Agent and the Lenders.

                         Interest   Coverage   Ratio   for   any   period   of
determination  shall  mean the  ratio of  Consolidated  Adjusted  Cash Flow from
Operations  to cash  interest  expense,  in each  case of the  Borrower  and its
Subsidiaries  for such period  determined and  consolidated  in accordance  with
GAAP.

                         Interest  Period  shall have the meaning  assigned to
such term in Section 4.2.

                         Interest Rate Option shall mean any Euro-Rate Option
or the Base Rate Option.

                         Interest Rate Protection Agreements shall have the
meaning set forth in Section 8.1.13.

                         Interim Statements shall have the meaning assigned to
that term in Section 6.1.9(i).

                         Internal Revenue Code shall mean the Internal Revenue
Code of 1986, as the same may be amended or supplemented  from time to time, and
any  successor  statute  of  similar  import,  and  the  rules  and  regulations
thereunder, as from time to time in effect.

                         Labor Contracts shall mean all employment agreements,
employment  contracts,  collective  bargaining  agreements and other  agreements
among any Loan Party or Subsidiary of a Loan Party and its employees.

                         Law  shall  mean  any  law  (including  common  law),
constitution,  statute, treaty, regulation,  rule, ordinance,  opinion, release,
ruling, order, injunction, writ, decree or award of any Official Body.

                         Lenders shall mean the financial  institutions  named
on Schedule  1.1(B) and their  respective  successors  and assigns as  permitted
hereunder, each of which is referred to herein as a Lender.

                         Letter of Credit shall have the meaning assigned to
that term in Section 2.9.1.

                         Letter of Credit Borrowing shall mean an extension of
credit  resulting from a drawing under any Letter of Credit which shall not have
been  reimbursed on the date when made and shall not have been  converted into a
Loan under Section 2.9.3.2.

                         Letter of Credit Fee shall have the meaning assigned
to that term in Section 2.9.2.

                         Letters of Credit  Outstanding shall mean at any time
the sum of (i) the  aggregate  undrawn  face  amount of  outstanding  Letters of
Credit and (ii) the aggregate amount of all unpaid and outstanding Reimbursement
Obligations (including Letter of Credit Borrowings).

                         Leverage Ratio shall mean the ratio of (i) the sum of
Consolidated  Funded Debt plus three times the Occupancy Expense, as measured at
the end of each fiscal quarter of the Borrower for the four quarters then ended,
to (ii)  Consolidated  Cash Flow from  Operations  plus  Occupancy  Expense,  as
measured at the end of each fiscal quarter of the Borrower for the four quarters
then ended.

                         Lien shall mean any mortgage,  deed of trust, pledge,
lien, security interest,  charge or other encumbrance or security arrangement of
any nature whatsoever, whether voluntarily or involuntarily given, including any
conditional  sale or title retention  arrangement,  and any assignment,  deposit
arrangement  or lease  intended  as, or having the effect of,  security  and any
filed  financing  statement or other notice of any of the foregoing  (whether or
not a lien or other encumbrance is created or exists at the time of the filing).

                         Line of Business shall mean the rent-to-own business,
the rental purchase business, the rental business, related lines of business and
other  complementary or compatible  business  activities intended to service the
Borrower's and Co-Borrower's marketing demographics.

                         LLC Interests shall have the meaning given to such
term in Section 6.1.3.

                         Loan Documents shall mean this Credit Agreement,  the
Administrative  Agent's Fee Letter,  the  Collateral  Assignment,  the  Guaranty
Agreement,  the Indemnity Agreement,  the Intercompany  Subordination Agreement,
the  Mortgages,   the  Notes,  the  Patent,  Trademark  and  Copyright  Security
Agreement,  the Pledge Agreement, the Security Agreement, the Warrant Agreement,
all Interest Rate Protection Agreements between any Loan Party and any Lender or
an Affiliate of any Lender, and any other instruments, certificates or documents
delivered  or  contemplated  to  be  delivered  hereunder  or  thereunder  or in
connection  herewith or therewith,  as the same may be  supplemented  or amended
from time to time in accordance  herewith or therewith,  and Loan Document shall
mean any of the Loan Documents.

                         Loan Parties shall mean the Borrower, the Co-Borrower
and the Guarantors.

                         Loan Request shall have the meaning given to such
term in Section 2.5.

                         Loans  shall  mean  collectively  and Loan shall mean
separately all Revolving Credit Loans, the Term Loans A and the Term Loans B, or
any Revolving Credit Loan, Term Loan A or Term Loan B.

                         Management  Group shall mean  William E.  Morgenstern
and all  other  members  of the board of  directors  of the  Borrower  and their
respective Spouses,  descendants,  Spouses of descendants and trustees of trusts
established  for the benefit of such  Persons,  and the  executors of estates of
such Persons. "Spouses" shall include widows and widowers until first remarried.

                         Mass Mutual  Warrants  shall mean the warrants  dated
July 15, 1995, and all  modifications  and replacements  thereof,  issued by the
Borrower to  Massachusetts  Mutual Life Insurance  Company and its Affiliates to
purchase Common Stock of the Borrower.

                         Managing  Agents  shall mean  National  City,  in its
capacity as  Administrative  Agent,  Bank of America,  N.A.,  in its capacity as
Documentation  Agent,  and Harris  Trust and Savings  Bank,  in its  capacity as
Syndication Agent.

                         Material   Adverse  Change  shall  mean  any  set  of
circumstances  or events which (a) has or could  reasonably  be expected to have
any material adverse effect  whatsoever upon the validity or  enforceability  of
this  Agreement  or any  other  Loan  Document,  (b) is or could  reasonably  be
expected  to be  material  and  adverse  to the  business,  properties,  assets,
financial  condition,  results of  operations  or  prospects of the Loan Parties
taken as a whole,  (c) impairs  materially  or could  reasonably  be expected to
impair  materially  the ability of the Loan Parties taken as a whole to duly and
punctually pay or perform its Indebtedness,  or (d) impairs  materially or could
reasonably be expected to impair  materially  the ability of the  Administrative
Agent or any of the Lenders,  to the extent  permitted,  to enforce  their legal
remedies pursuant to this Agreement or any other Loan Document.

                         Month,  with  respect to an Interest  Period  under the
Euro-Rate  Option,  shall  mean the  interval  between  the days in  consecutive
calendar  months  numerically  corresponding  to the first day of such  Interest
Period. If any Euro-Rate Interest Period begins on a day of a calendar month for
which  there is no  numerically  corresponding  day in the  month in which  such
Interest  Period is to end,  the final month of such  Interest  Period  shall be
deemed to end on the last Business Day of such final month.

                         Mortgage  shall mean the Amended and Restated  Open-End
Mortgage and Security  Agreement made as of September 22, 1999, as modified from
time to time,  by the  Borrower  in favor of the  Agent for the  benefit  of the
Lenders  with  respect  to the Real  Property,  recorded  with  the Erie  County
Recorder of Deeds on September 27, 1999, at Book 0664, Page 0796.

                         Multiemployer Plan shall mean any employee benefit plan
which is a  "multiemployer  plan"  within the meaning of Section  4001(a)(3)  of
ERISA and to which the  Borrower or any member of the ERISA Group is then making
or accruing an obligation to make  contributions  or, within the preceding  five
Plan years, has made or had an obligation to make such contributions.

                         Multiple  Employer Plan shall mean a Plan which has two
or more contributing sponsors (including the Borrower or any member of the ERISA
Group)  at least  two of whom are not under  common  control,  as such a plan is
described in Sections 4063 and 4064 of ERISA.

                         National   City  shall  mean   National  City  Bank  of
Pennsylvania,  a national banking association, its successors and assigns. Notes
shall mean the Revolving Credit Notes and the Term Notes. -----

                         Notices shall have the meaning assigned to that term in
Section 11.6.

                         Obligations  shall  mean  collectively  and  Obligation
shall mean  separately any obligation or liability of any of the Loan Parties to
the  Administrative  Agent or any of the Lenders or their Affiliates,  howsoever
created,  arising  or  evidenced,   whether  direct  or  indirect,  absolute  or
contingent,  now or  hereafter  existing,  or due or to become due,  under or in
connection  with  this  Agreement,   the  Notes,  the  Letters  of  Credit,  the
Administrative Agent's Letter or any other Loan Document.

                         Occupancy Expense for any period of determination shall
mean the consolidated rental expense under operating leases for the retail store
sites  (including  common  area  maintenance  charges,  taxes and other  amounts
payable under lease agreements) of the Borrower and its Subsidiaries as lessees,
determined and consolidated in accordance with GAAP. If the Borrower or any Loan
Party shall have made one or more  Permitted  Acquisitions  as  permitted  under
Section 8.2.6(2) during the period of  determination,  the Occupancy Expense for
such  period  shall  be  adjusted  on  a  pro  forma  basis  acceptable  to  the
Administrative  Agent and based upon the historical  financial statements of the
Person or assets  acquired to give effect to such Permitted  Acquisitions  as if
they had occurred at the beginning of such period.

                         Official Body shall mean any national,  federal, state,
local or other  government or political  subdivision  or any agency,  authority,
bureau,  central bank,  commission,  department or instrumentality of either, or
any court, tribunal,  grand jury or arbitrator,  in each case whether foreign or
domestic.

                         Participation  Advance shall mean,  with respect to any
Lender,  such Lender's  payment in respect of its  participation  in a Letter of
Credit Borrowing according to its Ratable Share pursuant to Section 2.9.4.

                         Partnership  Interests  shall have the meaning given to
such term in Section 6.1.3.

                         Payment-in-Kind   Interest   shall  have  the   meaning
assigned to that term in Section 5.3.

                         Patent,  Trademark  and  Copyright  Security  Agreement
shall  mean  the  Patent,   Trademark  and  Copyright   Security   Agreement  in
substantially  the form of Exhibit  1.1(P)(1)  executed and delivered by each of
the Loan Parties to the Administrative Agent for the benefit of the Lenders.

                         PBGC   shall   mean  the   Pension   Benefit   Guaranty
Corporation  established  pursuant  to  Subtitle  A of  Title IV of ERISA or any
successor.

                         Permitted  Acquisitions shall have the meaning assigned
to such term in Section 8.2.6.

                           Permitted Investments shall mean:

                           (i)  direct  obligations  of  the  United  States  of
America or any agency or  instrumentality  thereof or obligations  backed by the
full faith and credit of the United  States of America  maturing  in twelve (12)
months or less from the date of acquisition;

                           (ii)  commercial  paper  maturing in 180 days or less
rated not  lower  than A-1 by  Standard  & Poor's  or P-1 by  Moody's  Investors
Service, Inc. on the date of acquisition;

                           (iii) demand deposits,  time deposits or certificates
of deposit  maturing within one year in commercial  banks whose  obligations are
rated A-1,  A or the  equivalent  or better by  Standard & Poor's on the date of
acquisition;

                           (iv) repurchase agreements collaterized by securities
described in (i) above with any registered  broker/dealer or any commercial bank
described in (iii) above; and

                           (v)  investments  in money  market  funds  registered
under the Investment  Company Act of 1940 whose shares are registered  under the
Securities Act of 1933 and rated AAAm or AAAm-G by Standard & Poor's on the date
of acquisition.

                           Permitted Liens shall mean:

                           (i) Liens for taxes, assessments, or similar charges,
incurred  in the  ordinary  course  of  business  and  which are not yet due and
payable;

                           (ii) Pledges or deposits made in the ordinary  course
of business to secure  payment of workmen's  compensation,  or to participate in
any fund in connection  with  workmen's  compensation,  unemployment  insurance,
old-age pensions or other social security programs;

                           (iii) Liens of mechanics, materialmen,  warehousemen,
carriers,  or other like Liens,  securing  obligations  incurred in the ordinary
course of  business  that are not yet due and  payable  and  Liens of  landlords
securing  obligations  to pay lease payments that are not yet due and payable or
in default;

                           (iv)  Good-faith  pledges  or  deposits  made  in the
ordinary course of business to secure  performance of bids,  tenders,  contracts
(other than for the repayment of borrowed money) or leases, not in excess of the
aggregate amount due thereunder, or to secure statutory obligations,  or surety,
appeal,  indemnity,  performance or other similar bonds required in the ordinary
course of business;

                           (v) Encumbrances  consisting of zoning  restrictions,
easements  or  other  restrictions  on the use of real  property,  none of which
materially  impairs the use of such property or the value  thereof,  and none of
which is violated in any material respect by existing or proposed  structures or
land use;

                           (vi) Liens, security interests and mortgages in favor
of the Administrative Agent for the benefit of the Lenders;

                           (vii) Liens on  property  leased by any Loan Party or
Subsidiary  of a Loan Party under  capital and  operating  leases  permitted  in
Section  8.2.15  securing  obligations  of such Loan Party or  Subsidiary to the
lessor under such leases;

                           (viii)  Any  Lien   existing  on  the  date  of  this
Agreement and described on Schedule  1.1(P),  provided that the principal amount
secured  thereby is not hereafter  increased,  and no  additional  assets become
subject to such Lien;

                           (ix) Purchase Money Security Interests, provided that
the  aggregate  amount of loans and deferred  payments  secured by such Purchase
Money Security Interests shall not exceed $100,000 (excluding for the purpose of
this  computation any loans or deferred  payments  secured by Liens described on
Schedule 1.1(P)); and

                           (x) The  following,  (A) if the  validity  or  amount
thereof is being contested in good faith by appropriate  and lawful  proceedings
diligently  conducted so long as levy and execution thereon have been stayed and
continue to be stayed or (B) if a final judgment is entered and such judgment is
discharged  within  thirty  (30) days of entry,  and in either  case they do not
affect the Collateral or, in the aggregate, materially impair the ability of any
Loan  Party to  perform  its  Obligations  hereunder  or under  the  other  Loan
Documents:

                                (1) Claims or Liens for taxes, assessments or
                  charges due and payable and subject to interest or penalty,
                  provided that the applicable Loan Party maintains such
                  reserves or other appropriate provisions as shall be required
                  by GAAP and pays all such taxes, assessments or charges
                  forthwith upon the commencement of proceedings to foreclose
                  any such Lien;

                                (2) Claims, Liens or encumbrances upon, and
                  defects of title to, real or personal property other than the
                  Collateral, including any attachment of personal or real
                  property or other legal process prior to adjudication of a
                  dispute on the merits; or

                                (3) Claims or Liens of mechanics, materialmen,
                  warehousemen, carriers,or other statutory nonconsensual Liens.

                                (4) Liens resulting from final judgments or
                  orders described in Section 9.1.6.

                           (xi) Liens in favor of the  Administrative  Agent for
the benefit of the Lenders to secure Interest Rate Protection Agreements entered
into by the Borrower with the Lenders.

                         Person   shall   mean  any   individual,   corporation,
partnership, limited liability company, association, joint-stock company, trust,
unincorporated organization,  joint venture, government or political subdivision
or agency thereof, or any other entity.

                         Plan shall mean at any time an employee pension benefit
plan (including a Multiple Employer Plan, but not a Multiemployer Plan) which is
covered  by Title IV of ERISA or is  subject to the  minimum  funding  standards
under  Section 412 of the Internal  Revenue Code and either (i) is maintained by
any member of the ERISA Group for  employees of any member of the ERISA Group or
(ii) has at any time  within the  preceding  five years been  maintained  by any
entity  which was at such time a member of the ERISA Group for  employees of any
entity which was at such time a member of the ERISA Group.

                         Pledge  Agreement shall mean the Pledge Agreement dated
as of September 23, 1999,  as amended from time to time,  executed and delivered
by the Loan Parties to the Administrative Agent for the benefit of the Lenders.

                         Pledge  Collateral  shall mean the property of the Loan
Parties in which security interests are to be granted under the Pledge Agreement
or the Collateral Assignment.

                         Potential  Default  shall  mean any event or  condition
which with  notice,  passage of time or a  determination  by the  Administrative
Agent or the  Required  Lenders,  or any  combination  of the  foregoing,  would
constitute an Event of Default.

                         Principal  Office shall mean the main banking office of
the Administrative Agent in Pittsburgh, Pennsylvania.

                         Prior   Security   Interest  shall  mean  a  valid  and
enforceable  perfected   first-priority  security  interest  under  the  Uniform
Commercial Code in the UCC Collateral and the Pledge Collateral which is subject
only to Liens for taxes not yet due and payable to the extent  such  prospective
tax payments are given priority by statute or Purchase Money Security  Interests
as permitted hereunder.

                         Prohibited   Transaction   shall  mean  any  prohibited
transaction  as defined in Section 4975 of the Internal  Revenue Code or Section
406 of ERISA for which  neither an  individual  nor a class  exemption  has been
issued by the United States Department of Labor.

                         Property shall mean all real  property,  both owned and
leased, of any Loan Party or Subsidiary of a Loan Party.

                         Purchase Money Security  Interest shall mean Liens upon
tangible  personal  property securing loans to any Loan Party or Subsidiary of a
Loan  Party or  deferred  payments  by such  Loan  Party or  Subsidiary  for the
purchase of such tangible personal property, provided that the Liens are limited
to the property acquired with the proceeds of the loan.

                         Purchasing  Lender shall mean a Lender which  becomes a
party to this Agreement by executing an Assignment and Assumption Agreement.

                         Ratable Share shall mean the proportion that a Lender's
Commitment bears to the Commitments of all of the Lenders.

                         Real  Property  shall mean the real estate owned by the
Borrower and located in the City of Erie,  Erie County,  Pennsylvania,  which is
encumbered by the Mortgage.

                         Regulated   Substances   shall   mean  any   substance,
including  any  solid,  liquid,  semisolid,   gaseous,  thermal,   thoriated  or
radioactive material,  refuse, garbage, wastes,  chemicals,  petroleum products,
by-products,  coproducts,  impurities,  dust, scrap, heavy metals,  defined as a
"hazardous substance," "pollutant,"  "pollution,"  "contaminant,"  "hazardous or
toxic  substance,"  "extremely  hazardous  substance,"  "toxic chemical," "toxic
waste," "hazardous waste,"  "industrial waste," "residual waste," "solid waste,"
"municipal waste," "mixed waste," "infectious waste,"  "chemotherapeutic waste,"
"medical waste," or "regulated  substance" or any related materials,  substances
or  wastes as now or  hereafter  defined  pursuant  to any  Environmental  Laws,
ordinances,  rules,  regulations  or other  directives of any Official Body, the
generation,  manufacture,  extraction,  processing,   distribution,   treatment,
storage,  disposal,  transport,  recycling,  reclamation,  use, reuse, spilling,
leaking, dumping, injection,  pumping, leaching,  emptying,  discharge,  escape,
release  or other  management  or  mismanagement  of which is  regulated  by the
Environmental Laws.

                         Regulation  U  shall  mean  Regulation  U,  T,  or X as
promulgated by the Board of Governors of the Federal Reserve System,  as amended
from time to time.

                         Reimbursement   Obligation   shall  have  the   meaning
assigned to such term in Section 2.9.3.2.

                         Rental    Contracts   shall   mean   all   rental   and
rental-purchase  contracts of the Loan  Parties  made in the ordinary  course of
business providing for the rental to customers of Rental Merchandise.

                         Rental    Merchandise   shall   mean   the   furniture,
appliances, electronic equipment and other personal property of the Loan Parties
acquired for the purpose of lease or sale under the Rental Contracts.

                         Reportable   Event  shall  mean  a   reportable   event
described in Section 4043 of ERISA and regulations  thereunder with respect to a
Plan or Multiemployer Plan.

                         Required Lenders shall mean

                         (i) if there are no Loans, Reimbursement Obligations or
Letter  of  Credit  Borrowings  outstanding,   Lenders  whose  Revolving  Credit
Commitments aggregate at least 51% of the Commitments of all of the Lenders, or

                         (ii) if there are Loans, Reimbursement Obligations,  or
Letter of Credit Borrowings outstanding,  any Lender or group of Lenders if both
(i)  the  sum of  the  Revolving  Credit  Loans,  Term  Loans  A,  Reimbursement
Obligations  and Letter of Credit  Borrowings  of such Lenders then  outstanding
aggregates at least 51% of the total  principal  amount of all of such Revolving
Credit  Loans,  Term  Loans A,  Reimbursement  Obligations  and Letter of Credit
Borrowings then outstanding and (ii) the sum of the Term Loans B of such Lenders
then outstanding aggregates at least 51% of the total principal amount of all of
Term Loans B then  outstanding.  Reimbursement  Obligations and Letter of Credit
Borrowings shall be deemed,  for purposes of this definition,  to be in favor of
the Administrative  Agent and not a participating  Lender if such Lender has not
made its  Participation  Advance in respect thereof and shall be deemed to be in
favor of such Lender to the extent of its  Participation  Advance if it has made
its Participation Advance in respect thereof.

                         Revolving Credit Base Rate Option shall mean the option
of the Borrower and the Co-Borrower to have Revolving Credit Loans bear interest
at the rate and under the terms and conditions set forth in Section 4.1.1(i).

                         Revolving  Credit  Commitment  shall  mean,  as to  any
Lender at any time, the amount initially set forth opposite its name on Schedule
1.1(B) in the column labeled "Amount of Commitment for Revolving  Credit Loans,"
and  thereafter  on  Schedule I to the most  recent  Assignment  and  Assumption
Agreement,  and Revolving Credit Commitments shall mean the aggregate  Revolving
Credit Commitments of all of the Lenders.

                         Revolving Credit Euro-Rate Option shall mean the option
of the Borrower and the Co-Borrower to have Revolving Credit Loans bear interest
at the rate and under the terms and conditions set forth in Section 4.1.1(ii).

                         Revolving  Credit  Loans  shall mean  collectively  and
Revolving  Credit Loan shall mean  separately all Revolving  Credit Loans or any
Revolving  Credit Loan made by the Lenders or one of the Lenders to the Borrower
or the Co-Borrower pursuant to Section 2.1 or 2.9.3.

                         Revolving  Credit  Notes  shall mean  collectively  and
Revolving  Credit Note shall mean  separately all the Revolving  Credit Notes of
the Borrower and the  Co-Borrower in the form of Exhibit  1.1(R)  evidencing the
Revolving  Credit Loans  together  with all  amendments,  extensions,  renewals,
replacements, refinancings or refundings thereof in whole or in part.

                         Revolving   Credit   Ratable   Share   shall  mean  the
proportion that a Lender's  Revolving  Credit  Commitment bears to the Revolving
Credit Commitments of all of the Lenders.

                         Revolving Facility Usage shall mean at any time the sum
of the Revolving Credit Loans outstanding and the Letters of Credit Outstanding.

                         Section 20 Subsidiary  shall mean the Subsidiary of the
bank holding company  controlling any Lender,  which Subsidiary has been granted
authority  by the  Federal  Reserve  Board to  underwrite  and  deal in  certain
Ineligible Securities.

                         Security  Agreement shall mean the Amended and Restated
Security  Agreement  in  substantially  the form of Exhibit  1.1(S)(1)  attached
hereto,  which Security  Agreement  amends and restates  those certain  security
agreements dated as of September 23, 1999, as amended, executed and delivered by
each of the Loan  Parties  to the  Administrative  Agent for the  benefit of the
Lenders.

                         Shares shall have the meaning  assigned to that term in
Section 6.1.2.

                         Standard & Poor's shall mean Standard & Poor's  Ratings
Services, a division of The McGraw-Hill Companies, Inc.

                         Standby  Letter of Credit shall mean a Letter of Credit
issued to support obligations of one or more of the Loan Parties,  contingent or
otherwise,  which  finance the working  capital and  business  needs of the Loan
Parties incurred in the ordinary course of business.

                         Subsidiary of any Person at any time shall mean (i) any
corporation  or trust of which  50% or more (by  number  of  shares or number of
votes)  of the  outstanding  capital  stock or  shares  of  beneficial  interest
normally  entitled to vote for the election of one or more directors or trustees
(regardless  of any  contingency  which does or may suspend or dilute the voting
rights) is at such time owned  directly or  indirectly  by such Person or one or
more of such Person's Subsidiaries, (ii) any partnership of which such Person is
a general partner or of which 50% or more of the partnership interests is at the
time directly or indirectly owned by such Person or one or more of such Person's
Subsidiaries,  (iii) any  limited  liability  company of which such  Person is a
member or of which 50% or more of the limited  liability company interests is at
the time  directly  or  indirectly  owned by such  Person or one or more of such
Person's  Subsidiaries  or (iv) any  corporation,  trust,  partnership,  limited
liability  company  or other  entity  which is  controlled  or  capable of being
controlled by such Person or one or more of such Person's Subsidiaries.

                         Subsidiary Shares shall have the meaning assigned to
that term in Section 6.1.3.

                         Syndication  Agent shall mean Harris  Trust and Savings
Bank.

                         Term Loan A shall have the  meaning  given to such term
in Section 3.1; Term Loans A shall mean collectively all of the Term Loans A.

                         Term Loan A Base Rate  Option  shall mean the option of
the Borrower and the  Co-Borrower to have Term Loans A bear interest at the rate
and under the terms and conditions set forth in Section 4.1.2(i).

                         Term Loan A Commitment  shall mean, as to any Lender at
any time, the amount initially set forth opposite its name on Schedule 1.1(B) in
the column  labeled  "Amount of Commitment  for Term Loans A" and  thereafter on
Schedule I to the most recent Assignment and Assumption Agreement, and Term Loan
A  Commitments  shall mean the aggregate  Term Loan A Commitments  of all of the
Lenders.

                         Term Loan A Euro-Rate  Option  shall mean the option of
the Borrower and the  Co-Borrower to have Term Loans A bear interest at the rate
and under the terms and conditions set forth in Section 4.1.2(ii).

                         Term Loan A Maturity Date shall mean December 31, 2003.

                         Term  Notes A shall mean  collectively  and Term Note A
shall mean  separately all of the Term Notes of the Borrower and the Co-Borrower
in the form of Exhibit 1.1(T)(1)  evidencing the Term Loans A, together with all
amendments, extensions, renewals, replacements,  refinancings or refunds thereof
in whole or in part.

                         Term Loan B shall have the  meaning  given to such term
in Section 3.1; Term Loans B shall mean collectively all of the Term Loans B.

                         Term Loan B Base Rate  Option  shall mean the option of
the Borrower and the  Co-Borrower to have Term Loans B bear interest at the rate
and under the terms and conditions set forth in Section 4.1.3(i).

                         Term Loan B Commitment  shall mean, as to any Lender at
any time, the amount initially set forth opposite its name on Schedule 1.1(B) in
the column  labeled  "Amount of Commitment  for Term Loans B" and  thereafter on
Schedule I to the most recent Assignment and Assumption Agreement, and Term Loan
B  Commitments  shall mean the aggregate  Term Loan B Commitments  of all of the
Lenders.

                         Term Loan B Euro-Rate  Option  shall mean the option of
the Borrower and the  Co-Borrower to have Term Loans B bear interest at the rate
and under the terms and conditions set forth in Section 4.1.3(ii).

                         Term Loan B Maturity Date shall mean December 31, 2003.

                         Term  Notes B shall mean  collectively  and Term Note B
shall  mean  separately  all  of  the  Term  Notes  B of the  Borrower  and  the
Co-Borrower  in the form of  Exhibit  1.1(T)(2)  evidencing  the  Term  Loans B,
together with all amendments,  extensions, renewals, replacements,  refinancings
or refunds thereof in whole or in part.

                         Term Notes shall mean  collectively and Term Note shall
mean  separately  all of the Term  Notes A and Term Notes B and each Term Note A
and Term Note B.

                         Transferor   Lender  shall  mean  the  selling   Lender
pursuant to an Assignment and Assumption Agreement.

                         UCC  Collateral  shall  mean the  property  of the Loan
Parties  in which  security  interests  are to be  granted  under  the  Security
Agreement.

                         Uniform Commercial Code shall have the meaning assigned
to that term in Section 6.1.16.

                         Voting  Stock  shall  mean  any  class or  classes  the
holders of which are ordinarily,  in the absence of  contingencies,  entitled to
elect a majority  of the  corporate  directors  (or persons  performing  similar
functions).

                    1.2  Construction.
                         ------------

                        Unless  the  context  of  this  Agreement   otherwise
clearly  requires,  the  following  rules of  construction  shall  apply to this
Agreement and each of the other Loan Documents:

                         1.2.1 Number; Inclusion.
                               -----------------

                        references  to the  plural  include  the  singular,  the
plural,  the part and the whole; "or" has the inclusive  meaning  represented by
the phrase  "and/or," and "including" has the meaning  represented by the phrase
"including without limitation";

                         1.2.2 Determination.
                               -------------

                        references   to    "determination"    of   or   by   the
Administrative  Agent or the  Lenders  shall be  deemed  to  include  good-faith
estimates  by  the  Administrative   Agent  or  the  Lenders  (in  the  case  of
quantitative  determinations) and good-faith beliefs by the Administrative Agent
or  the  Lenders  (in  the  case  of   qualitative   determinations)   and  such
determination shall be conclusive absent manifest error;

                         1.2.3 Administrative Agent's Discretion and Consent.
                               ---------------------------------------------

                        whenever  the  Administrative  Agent or the  Lenders are
granted the right herein to act in its or their sole  discretion  or to grant or
withhold consent such right shall be exercised in good faith;

                         1.2.4 Documents Taken as a Whole.
                               --------------------------

                        the words "hereof," "herein,"  "hereunder," "hereto" and
similar  terms  in this  Agreement  or any  other  Loan  Document  refer to this
Agreement  or such  other  Loan  Document  as a whole and not to any  particular
provision of this Agreement or such other Loan Document;

                         1.2.5 Headings.
                               --------

                        the  section  and  other  headings   contained  in  this
Agreement  or such  other  Loan  Document  and the Table of  Contents  (if any),
preceding this Agreement or such other Loan Document are for reference  purposes
only and shall not control or affect the  construction of this Agreement or such
other Loan Document or the interpretation thereof in any respect;

                         1.2.6 Implied References to this Agreement.
                               ------------------------------------

                        article,  section,  subsection,   clause,  schedule  and
exhibit references are to this Agreement or other Loan Document, as the case may
be, unless otherwise specified;

                         1.2.7 Persons.
                               -------

                        reference   to  any  Person   includes   such   Person's
successors and assigns but, if applicable,  only if such  successors and assigns
are permitted by this Agreement or such other Loan Document, as the case may be,
and reference to a Person in a particular  capacity  excludes such Person in any
other capacity;

                         1.2.8 Modifications to Documents.
                               --------------------------

                        reference to any agreement (including this Agreement and
any other Loan  Document  together  with the  schedules  and exhibits  hereto or
thereto), document or instrument means such agreement, document or instrument as
amended, modified, replaced, substituted for, superseded or restated;

                         1.2.9 From, To and Through.
                               --------------------

                        relative  to the  determination  of any  period of time,
"from" means "from and including,"  "to" means "to but excluding," and "through"
means "through and including"; and

                         1.2.10 Shall; Will.
                                -----------

                        references  to "shall"  and "will" are  intended to have
the same meaning.

                    1.3  Accounting Principles.
                         ---------------------

                    Except  as  otherwise   provided  in  this  Agreement,   all
computations and  determinations  as to accounting or financial  matters and all
financial  statements to be delivered  pursuant to this Agreement  shall be made
and prepared in accordance  with GAAP  (including  principles  of  consolidation
where  appropriate),  and all  accounting  or  financial  terms  shall  have the
meanings ascribed to such terms by GAAP; provided,  however, that all accounting
terms used in Section 8.2 (and all defined  terms used in the  definition of any
accounting  term used in Section 8.2) shall have the meaning given to such terms
(and  defined  terms)  under GAAP as in effect on the date  hereof  applied on a
basis consistent with those used in preparing the Annual Statements  referred to
in Section 6.1.9((i)).

                         2. REVOLVING CREDIT FACILITIES
                            ---------------------------

                    2.1  Revolving Credit Commitments.
                         ----------------------------

                         2.1.1 Revolving Credit Loans.
                              ----------------------

                        Subject to the terms and  conditions  hereof and relying
upon the  representations  and  warranties  herein set forth,  each  Lender with
Revolving Credit Commitments  severally agrees to make Revolving Credit Loans to
the  Borrower and the  Co-Borrower  at any time or from time to time on or after
the date hereof to the  Expiration  Date,  provided  that after giving effect to
such Revolving Credit Loan:

                                 (i) the aggregate  amount of all the Revolving
Credit Loans from such Lender plus such Lender's  Revolving Credit Ratable Share
of the Letters of Credit  Outstanding  shall not exceed such Lender's  Revolving
Credit Ratable Share of the following amounts during the following applicable
period of time,



                                         Maximum Available for Revolving
     Applicable Period                 Credit Loans and Letters of Credit


   Closing Date through 12/24/01                 $61,127,778.00

   12/25/01 through 2/28/02                      $75,000,000.00

   3/1/02 through 6/30/02                        $61,127,778.00

   7/1/02 through 9/30/02                        $55,000,000.00

   10/01/02 through Expiration Date              $50,000,000.00;


                                 (ii) at all times the  aggregate  amount of
Revolving Credit Loans from such Lender shall not exceed such  Lender's
Revolving  Credit Commitment minus such Lender's  Revolving Credit Ratable Share
 of the Letters of Credit Outstanding, and

                                 (iii) the Borrower shall not be in default of
the covenant set forth in Section 8.2.16 of this Agreement,as evidenced pursuant
to the Loan Request delivered pursuant to Section 2.5 hereof.

                  Within such limits of time and amount and subject to the other
provisions of this Agreement, the Borrower and the Co-Borrower may borrow, repay
and reborrow pursuant to this Section 2.1.

                         2.1.2  [Intentionally Omitted].
                               -----------------------

                    2.2  Nature of Lenders' Obligations with Respect to
                         Revolving Credit Loans.
                         ----------------------------------------------

                    Each  Lender  with  Revolving  Credit  Commitments  shall be
obligated to participate in each request for Revolving  Credit Loans pursuant to
Section  2.5 in  accordance  with  its  Revolving  Credit  Ratable  Share of the
Revolving  Credit Loans.  The aggregate of each Lender's  Revolving Credit Loans
outstanding  hereunder  to the Borrower  and the  Co-Borrower  at any time shall
never exceed its Revolving Credit  Commitment minus its Revolving Credit Ratable
Share of the  Letter of Credit  Outstandings.  The  obligations  of each  Lender
hereunder  are  several.  The failure of any Lender to perform  its  obligations
hereunder  shall not affect the  Obligations of the Borrower and the Co-Borrower
to any other  party nor shall any other  party be liable for the failure of such
Lender  to  perform  its  obligations  hereunder.  The  Lenders  shall  have  no
obligation to make Revolving  Credit Loans  hereunder on or after the Expiration
Date.

                    2.3  Commitment Fees.
                         ---------------

                    Accruing from the date hereof until the Expiration Date, the
Borrower and the Co-Borrower  agree to pay to the  Administrative  Agent for the
account  of  each  Lender  which  makes  a  Revolving  Credit   Commitment,   as
consideration  for  such  Lender's  Revolving  Credit  Commitment  hereunder,  a
nonrefundable  commitment  fee (the  "Commitment  Fee") equal to the  Applicable
Commitment  Fee Rate (computed on the basis of a year of 365 or 366 days, as the
case may be, and actual days  elapsed) on the average daily  difference  between
the amount of (i) such Lender's Revolving Credit Commitment,  as the same may be
constituted  from time to time,  and (ii) the principal  amount of such Lender's
Revolving  Credit Ratable Share of Revolving  Credit Loans and Letters of Credit
Outstanding.  All  Commitment  Fees  shall be  payable  in  arrears on the first
Business Day of each October,  January, April and July after the date hereof and
on the Expiration Date or upon acceleration of the Notes.

                    2.4 [Intentionally Omitted].
                         -----------------------

                    2.5  Revolving Credit Loan Requests.
                         ------------------------------

                         2.5.1 Revolving Credit Loan Requests.
                               ------------------------------

                         Except as otherwise  provided herein,  the Borrower and
the  Co-Borrower  may from time to time prior to the Expiration Date request the
Lenders to make  Revolving  Credit Loans,  or renew or convert the Interest Rate
Option  applicable to existing  Revolving Credit Loans or Term Loans pursuant to
Section 4.2, by delivering  to the  Administrative  Agent,  not later than 10:00
a.m.,  Pittsburgh  time,  (i)  three (3)  Business  Days  prior to the  proposed
Borrowing Date with respect to the making of Revolving Credit Loans to which the
Euro-Rate  Option  applies or the  conversion to or the renewal of the Euro-Rate
Option for any Loans; and (ii) one (1) Business Day prior to either the proposed
Borrowing Date with respect to the making of Revolving Credit Loans to which the
Base Rate Option applies or the last day of the preceding  Interest  Period with
respect  to the  conversion  to the Base Rate  Option  for any  Loan,  of a duly
completed  request  therefor  substantially  in the form of Exhibit 2.5 (each, a
"Loan  Request"),  which  includes  a  representation  that the  Borrower  is in
compliance with Sections 8.2.16 after giving effect to the Loans subject to such
Loan Request.  Each Loan Request shall be irrevocable  and shall specify (i) the
proposed  Borrowing  Date;  (ii) the  aggregate  amount  of the  proposed  Loans
comprising  each  Borrowing  Tranche,  which shall be in integral  multiples  of
$1,000,000 and not less than $1,000,000 for each Borrowing  Tranche to which the
Euro-Rate  Option  applies  and not less than the  lesser of  $1,000,000  or the
maximum  amount  available for Borrowing  Tranches to which the Base Rate Option
applies;  (iii) whether the Euro-Rate  Option or Base Rate Option shall apply to
the proposed Loans comprising the applicable  Borrowing Tranche; and (iv) in the
case  of  a  Borrowing  Tranche  to  which  the  Euro-Rate  Option  applies,  an
appropriate Interest Period for the Loans comprising such Borrowing Tranche.

                         2.5.2  [Intentionally Omitted].
                                 -----------------------

                    2.6  Making Revolving Credit Loans.
                         -----------------------------

                         2.6.1 Making Revolving Credit Loans.
                               -----------------------------

                    The Administrative Agent shall, promptly after receipt by it
of a Loan Request pursuant to Section 2.5, notify the Lenders which have
Commitments which are the subject of the Loan Request of its receipt of such
Loan Request specifying: (i) the proposed Borrowing Date and the time and method
of disbursement of the Loans requested thereby; (ii) the amount and type of each
such Loan and the applicable Interest Period (if any); and (iii) in the case of
the a Loan Request for Revolving Credit Loans, the apportionment among the
Lenders of such Loans as determined by the Administrative Agent in accordance
with Section 2.2. In the case of the Revolving Credit Loans, each Lender shall
remit the principal amount of each Revolving Credit Loan to the Administrative
Agent such that the Administrative Agent is able to, and the Administrative
Agent shall, to the extent the Lenders have made funds available to it for such
purpose and subject to Section 7.2, fund such Revolving Credit Loans to the
Borrower and the Co-Borrower in U.S. Dollars and immediately available funds at
the Principal Office prior to 2:00 p.m., Pittsburgh time, on the applicable
Borrowing Date, provided that if any Lender fails to remit such funds to the
Administrative Agent in a timely manner, the Administrative Agent may elect in
its sole discretion to fund with its own funds the Revolving Credit Loans of
such Lender on such Borrowing Date, and such Lender shall be subject to the
repayment obligation in Section 10.15.

                         2.6.2  [Intentionally Omitted].
                                -----------------------


                    2.7  Revolving Credit Notes.
                         ----------------------

                         2.7.1 Revolving Credit Notes.
                               ----------------------

                         The  Obligation of the Borrower and the  Co-Borrower to
repay the aggregate  unpaid  principal amount of the Revolving Credit Loans made
to the Borrower and the  Co-Borrower by each Lender with  Revolving  Credit Loan
Commitments,  together with interest thereon,  shall be evidenced by a Revolving
Credit Note dated  either  September  23, 1999,  or June 28,  2000,  (or if such
Lender was not a party to this  Agreement on the effective date of Amendment No.
4 to this Agreement,  then the date that such Lender joined in this  Agreement),
payable  to the order of such  Lender in a face  amount  equal to the  Revolving
Credit Commitment of such Lender.

                         2.7.2  [Intentionally Omitted].
                                 ---------------------

                    2.8  Use of Proceeds.
                         ---------------

                    The proceeds of the Revolving Credit Loans shall be used for
working capital and general corporate purposes of the Borrower,  the Co-Borrower
and the other Loan Parties, all in accordance with Section 8.1.10.

                    2.9  Letter of Credit Subfacility.
                         ----------------------------

                         2.9.1  Issuance of Letters of Credit.
                                -----------------------------

                         Borrower  and  Co-Borrower  may request the issuance of
one or more  letters  of credit  (each a "Letter  of  Credit")  on behalf of the
Borrower,  either  Co-Borrower  or  another  Loan  Party  by  delivering  to the
Administrative  Agent (i) a completed  application  and agreement for letters of
credit in such form as the Administrative Agent may specify from time to time by
no later than 10:00 a.m.,  Pittsburgh time, at least three (3) Business Days, or
such shorter period as may be agreed to by the Administrative  Agent, in advance
of the  proposed  date of issuance and (ii) a Loan  Request  which  includes the
calculations  showing compliance with Sections 8.2.16 after giving effect to the
issuance  of the Letter of Credit or Letters  of Credit.  Each  Letter of Credit
shall be a Standby Letter of Credit.  Subject to the terms and conditions hereof
and in reliance on the agreements of the other Lenders set forth in this Section
2.9, the  Administrative  Agent will issue a Letter of Credit provided that each
Letter of Credit  shall (A) have a maximum  maturity  of twelve (12) months from
the date of  issuance,  and (B) in no event  expire  later than one Business Day
prior to the  Expiration  Date and  providing  that in no  event  shall  (i) the
Letters of Credit Outstanding  exceed, at any one time,  $10,000,000 or (ii) the
Revolving  Facility  Usage  exceed,  at  any  one  time,  the  Revolving  Credit
Commitments.

                         2.9.2  Letter of Credit Fees.
                                ---------------------

                         The Borrower and the  Co-Borrower  shall pay (i) to the
Administrative  Agent for the  ratable  account of the  Lenders  with  Revolving
Credit  Commitments  a fee (the "Letter of Credit Fee") equal to the  Applicable
Margin  for the  Revolving  Credit  Euro-Rate  Option per annum  (excluding  the
Payment-in-Kind   portion   of  the   Applicable   Margin),   and  (ii)  to  the
Administrative  Agent for its own  account a  fronting  fee equal to  one-eighth
percent  (1/8%) per annum,  which fees shall be computed on the daily Letters of
Credit Outstanding and shall be payable quarterly in arrears commencing with the
first Business Day of each October,  January,  April and July following issuance
of each  Letter of Credit  and on the  Expiration  Date.  The  Borrower  and the
Co-Borrower shall also pay to the  Administrative  Agent for the  Administrative
Agent's sole account the  Administrative  Agent's then in effect  customary fees
and administrative expenses payable with respect to the Letters of Credit as the
Administrative  Agent  may  generally  charge  or  incur  from  time  to time in
connection with the issuance, maintenance,  modification (if any), assignment or
transfer (if any), negotiation, and administration of Letters of Credit.

                         2.9.3  Disbursements, Reimbursement.
                                ----------------------------

                                2.9.3.1    Immediately upon the Issuance of each
Letter of Credit, each Lender with Revolving Credit Commitments shall be deemed
to, and hereby irrevocably and unconditionally agrees to, purchase from the
Administrative Agent a participation in such Letter of Credit and each drawing
thereunder in an amount equal to such Lender's Revolving Credit Ratable Share of
the maximum amount available to be drawn under such Letter of Credit and the
amount of such drawing, respectively.

                                2.9.3.2    In the event of any request for a
drawing under a Letter of Credit by the beneficiary or transferee thereof, the
Administrative Agent will promptly notify the Borrower and the Co-Borrower.
Provided that they shall have received such notice, the Borrower and the
Co-Borrower shall reimburse (such obligation to reimburse the Administrative
Agent shall sometimes be referred to as a "Reimbursement Obligation") the
Administrative Agent prior to 11:00 a.m., Pittsburgh time on each date that an
amount is paid by the Administrative Agent under any Letter of Credit (each such
date, an "Drawing Date") in an amount equal to the amount so paid by the
Administrative Agent. In the event the Borrower and the Co-Borrower fail to
reimburse the Administrative Agent for the full amount of any drawing under any
Letter of Credit by 11:00 a.m., Pittsburgh time, on the Drawing Date,
the Administrative Agent will promptly notify each Lender with Revolving Credit
Commitments thereof, and the Borrower and the Co-Borrower shall be deemed to
have requested that Revolving Credit Loans be made by the Lenders under the Base
Rate Option to be disbursed on the Drawing Date under such Letter of Credit,
subject to the amount of the unutilized portion of the Revolving Credit
Commitment and subject to the conditions set forth in Section 7.2 other than any
notice requirements. Any notice given by the Administrative Agent pursuant to
this Section 2.9.3.2 may be oral if immediately confirmed in writing; provided
that the lack of such an immediate confirmation shall not affect the
conclusiveness or binding effect of such notice.

                                2.9.3.3    Each Lender shall upon any notice
pursuant to Section 2.9.3.2 make available to the Administrative Agent an amount
in immediately available funds equal to its Revolving Credit Ratable Share of
the amount of the drawing, whereupon the participating Lenders shall (subject to
Section 2.9.3.4) each be deemed to have made a Revolving Credit Loan under the
Base Rate Option to the Borrower and the Co-Borrower in that amount. If any
Lender so notified fails to make available to the Administrative Agent for the
account of the Administrative Agent the amount of such Lender's Revolving Credit
Ratable Share of such amount by no later than 3:30 p.m., Pittsburgh time on the
Drawing Date, then interest shall accrue on such Lender's obligation to make
such payment, from the Drawing Date to the date on which such Lender makes such
payment, at a rate per annum equal to the Federal Funds Effective Rate in effect
from time to time during such period. The Administrative Agent will promptly
give notice of the occurrence of the Drawing Date, but failure of the
Administrative Agent to give any such notice on the Drawing Date or in
sufficient time to enable any Lender to effect such payment on such date shall
not relieve such Lender from its obligation under this Section 2.9.3.3.

                                2.9.3.4    With respect to any unreimbursed
drawing that is not converted into Loans under the Base Rate Option to the
Borrower and the Co-Borrower in whole or in part as contemplated by Section
2.9.3.2, because of the Borrower's and the Co-Borrower' failure to satisfy the
conditions set forth in Section 7.2 other than any notice requirements or for
any other reason, the Borrower and the Co-Borrower shall be deemed to have
incurred from the Administrative Agent a Letter of Credit Borrowing in the
amount of such drawing. Such Letter of Credit Borrowing shall be due and payable
on demand (together with interest) and shall bear interest at the rate per annum
applicable to the Revolving Credit Loans under the Base Rate Option. Each
Lender's payment to the Administrative Agent pursuant to Section 2.9.3.3 shall
be deemed to be a payment in respect of its participation in such Letter of
Credit Borrowing and shall constitute a Participation Advance from such Lender
in satisfaction of its participation obligation under this Section 2.9.3.

                         2.9.4  Repayment of Participation Advances.
                                -----------------------------------

                                2.9.4.1 Upon (and only upon) receipt by the
Administrative Agent for its account of immediately available funds from the
Borrower and the Co-Borrower (i) in reimbursement of any payment made by the
Administrative Agent under the Letter of Credit with respect to which any Lender
has made a Participation Advance to the Administrative Agent, or (ii) in payment
of interest on such a payment made by the Administrative Agent under such a
Letter of Credit, the Administrative Agent will pay to each Lender, in the same
funds as those received by the Administrative Agent, the amount of such Lender's
Revolving Credit Ratable Share of such funds, except the Administrative Agent
shall retain the amount of the Revolving Credit Ratable Share of such funds of
any Lender that did not make a Participation Advance in respect of such payment
by Administrative Agent.

                                2.9.4.2 If the Administrative Agent is required
at any time to return to any Loan Party, or to a trustee, receiver, liquidator,
custodian, or any official in any Insolvency Proceeding, any portion of the
payments made by any Loan Party to the Administrative Agent pursuant to Section
2.9.4.1 in reimbursement of a payment made under the Letter of Credit or
interest or fee thereon, each Lender with Revolving Credit Commitments shall, on
demand of and one day's notice by the Administrative Agent, forthwith return to
the Administrative Agent the amount of its Revolving Credit Ratable Share of any
amounts so returned by the Administrative Agent plus interest thereon from the
date such demand is made to the date such amounts are returned by such Lender to
the Administrative Agent, at a rate per annum equal to the Federal Funds
Effective Rate in effect from time to time.

                         2.9.5  Documentation.
                                -------------

                         Each Loan Party  agrees to be bound by the terms of the
Administrative  Agent's  application and agreement for letters of credit and the
Administrative  Agent's written  regulations and customary practices relating to
letters of credit,  though such  interpretation  may be different  from the such
Loan  Party's  own.  In the event of a  conflict  between  such  application  or
agreement and this Agreement,  this Agreement shall govern. It is understood and
agreed that, except in the case of gross negligence or willful  misconduct,  the
Administrative  Agent  shall  not be liable  for any  error,  negligence  and/or
mistakes,  whether of omission or  commission,  in  following  any Loan  Party's
instructions or those  contained in the Letters of Credit or any  modifications,
amendments or supplements thereto.

                         2.9.6  Determinations to Honor Drawing Requests.
                                ----------------------------------------

                         In determining whether to honor any request for drawing
under any Letter of Credit by the beneficiary  thereof, the Administrative Agent
shall be  responsible  only to determine  that the  documents  and  certificates
required to be  delivered  under such Letter of Credit have been  delivered  and
that they comply on their face with the requirements of such Letter of Credit.

                         2.9.7  Nature of Participation and Reimbursement
                                Obligations.
                                -----------------------------------------

                         Each  Lender's   obligation  in  accordance  with  this
Agreement  to make the  Loans or  Participation  Advances,  as  contemplated  by
Section  2.9.3,  as a result of a  drawing  under a Letter  of  Credit,  and the
Obligations of the Borrower and the Co-Borrower to reimburse the  Administrative
Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and
irrevocable,  and shall be performed  strictly in  accordance  with the terms of
this Section 2.9 under all circumstances, including the following circumstances:

                                (i)  any  set-off,   counterclaim,   recoupment,
defense or other  right which such  Lender may have  against the  Administrative
Agent,  the  Borrower,  the  Co-Borrower  or any  other  Person  for any  reason
whatsoever;

                                (ii) the  failure of any Loan Party or any other
Person to comply,  in  connection  with a Letter of Credit  Borrowing,  with the
conditions  set forth in Section 2.1,  2.5, 2.6 or 7.2 or as otherwise set forth
in this  Agreement  for the making of a Loan,  it being  acknowledged  that such
conditions  are not required for the making of a Letter of Credit  Borrowing and
the  obligation  of the Lenders to make  Participation  Advances  under  Section
2.9.3;

                                (iii) any lack of validity or  enforceability of
any Letter of Credit;

                                (iv)  the  existence  of  any  claim,   set-off,
defense or other  right  which any Loan Party or any Lender may have at any time
against a beneficiary  or any transferee of any Letter of Credit (or any Persons
for whom any such  transferee may be acting),  the  Administrative  Agent or any
Lender or any other Person or, whether in connection  with this  Agreement,  the
transactions  contemplated  herein or any unrelated  transaction  (including any
underlying  transaction  between any Loan Party or  Subsidiaries of a Loan Party
and the beneficiary for which any Letter of Credit was procured);

                                (v) any  draft,  demand,  certificate  or  other
document presented under any Letter of Credit proving to be forged,  fraudulent,
invalid or insufficient in any respect or any statement  therein being untrue or
inaccurate  in any respect even if the  Administrative  Agent has been  notified
thereof;

                                (vi) payment by the  Administrative  Agent under
any Letter of Credit against  presentation of a demand,  draft or certificate or
other document which does not comply with the terms of such Letter of Credit;

                                (vii)  any  adverse   change  in  the  business,
operations,  properties, assets, condition (financial or otherwise) or prospects
of any Loan Party or Subsidiaries of a Loan Party;

                                (viii) any breach of this Agreement or any other
Loan Document by any party thereto;

                                (ix)  the   occurrence  or   continuance  of  an
Insolvency Proceeding with respect to any Loan Party;

                                (x) the  fact  that an  Event  of  Default  or a
Potential Default shall have occurred and be continuing;

                                (xi) the fact  that the  Expiration  Date  shall
have  passed or this  Agreement  or the  Commitments  hereunder  shall have been
terminated; and

                                (xii)  any  other   circumstance   or  happening
whatsoever,  whether or not similar to any of the foregoing;  provided that each
Lender's  obligation  to make  Loans  under  Section  2.9.3.3  is subject to the
conditions set forth in Section 7.2.

                         2.9.8  Indemnity.
                                ---------

                         In addition  to amounts  payable as provided in Section
10.5, the Borrower and the Co-Borrower hereby agree to protect,  indemnify,  pay
and save harmless the Administrative  Agent from and against any and all claims,
demands,  liabilities,  damages,  losses, costs, charges and expenses (including
reasonable  fees,  expenses and  disbursements of counsel and allocated costs of
internal counsel) which the Administrative Agent may incur or be subject to as a
consequence,  direct or  indirect,  of (i) the issuance of any Letter of Credit,
other than as a result of (A) the gross negligence or willful  misconduct of the
Administrative  Agent as determined by a final  judgment of a court of competent
jurisdiction or (B) subject to the following clause (ii), the wrongful  dishonor
by the Administrative Agent of a proper demand for payment made under any Letter
of Credit,  or (ii) the failure of the  Administrative  Agent to honor a drawing
under any such  Letter of  Credit  as a result of any act or  omission,  whether
rightful or wrongful, of any present or future de jure or de facto government or
governmental  authority (all such acts or omissions herein called  "Governmental
Acts").

                         2.9.9  Liability for Acts and Omissions.
                                --------------------------------

                         As between any Loan Party and the Administrative Agent,
such Loan Party assumes all risks of the acts and omissions of, or misuse of the
Letters of Credit by, the respective beneficiaries of such Letters of Credit. In
furtherance  and not in limitation of the foregoing,  the  Administrative  Agent
shall not be responsible  for: (i) the form,  validity,  sufficiency,  accuracy,
genuineness or legal effect of any document submitted by any party in connection
with the  application  for an issuance of any such Letter of Credit,  even if it
should  in  fact  prove  to be in  any or all  respects  invalid,  insufficient,
inaccurate,  fraudulent or forged (even if the  Administrative  Agent shall have
been  notified  thereof);  (ii) the validity or  sufficiency  of any  instrument
transferring or assigning or purporting to transfer or assign any such Letter of
Credit or the rights or benefits  thereunder or proceeds thereof, in whole or in
part,  which may prove to be invalid or  ineffective  for any reason;  (iii) the
failure of the  beneficiary of any such Letter of Credit,  or any other party to
which  such  Letter of Credit  may be  transferred,  to  comply  fully  with any
conditions  required  in order to draw upon  such  Letter of Credit or any other
claim of any Loan Party against any beneficiary of such Letter of Credit, or any
such  transferee,  or any  dispute  between  or  among  any Loan  Party  and any
beneficiary  of any  Letter  of  Credit  or any such  transferee;  (iv)  errors,
omissions,  interruptions or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher;
(v) errors in  interpretation  of technical terms; (vi) any loss or delay in the
transmission  or otherwise  of any document  required in order to make a drawing
under  any  such  Letter  of  Credit  or of  the  proceeds  thereof;  (vii)  the
misapplication  by the  beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit;  or (viii) any consequences  arising
from  causes  beyond the  control of the  Administrative  Agent,  including  any
Governmental  Acts, and none of the above shall affect or impair, or prevent the
vesting of, any of the Administrative Agent's rights or powers hereunder.

                         In  furtherance  and extension and not in limitation of
the  specific  provisions  set forth  above,  any action taken or omitted by the
Administrative Agent under or in connection with the Letters of Credit issued by
it or any documents and certificates  delivered thereunder,  if taken or omitted
in good  faith,  shall not put the  Administrative  Agent  under  any  resulting
liability to the Borrower, the Co-Borrower or any Lender.

                                 3. TERM LOANS
                                    ----------

                    3.1  Term Loan Commitments.
                         ---------------------

                         3.1.1  Term Loan A Commitments.
                                -----------------------

                         Subject to the terms and conditions hereof, and relying
upon the  representations  and warranties  herein set forth,  each Lender with a
Term Loan A Commitment  severally  agrees to continue the advance of a term loan
(the "Term Loan A") to the Borrower and the  Co-Borrower  on the Closing Date in
an amount equal to such Lender's Term Loan A Commitment, which amount represents
the then  current  outstanding  principal  balance of such Term Loan A as of the
Closing Date.

                         3.1.2  Term Loan B Commitments.
                                -----------------------

                         Subject to the terms and conditions hereof, and relying
upon the  representations  and warranties  herein set forth,  each Lender with a
Term Loan B Commitment  severally  agrees to continue the advance of a term loan
(the "Term Loan B") to the  Borrower and the  Co-Borrower  in an amount equal to
such Lender's Term Loan B Commitment,  which amount  represents the then current
outstanding principal balance of such Term Loan B as of the Closing Date.

                    3.2  Nature of Lenders' Obligations with Respect to
                         Term Loans.
                         ----------------------------------------------

                         Each  Lender's  Term  Loans  to the  Borrower  and  the
Co-Borrower  shall  never  exceed  its Term  Loan  Commitments.  The  Term  Loan
Commitments  are not  revolving  credit  commitments,  and the  Borrower and the
Co-Borrower shall not have the right to borrow, repay and reborrow under Section
3.1.

                    3.3  Term Loan Notes.
                         ---------------

                         The  Obligation of the Borrower and the  Co-Borrower to
repay the unpaid principal amount of the Term Loans made to the Borrower and the
Co-Borrower by each Lender, together with interest thereon, shall continue to be
evidenced by a Term Note dated either  September  23, 1999, or June 28, 2000 (or
if such  Lender  was not a party  to this  Agreement  on the  effective  date of
Amendment No. 4 to this Agreement, then the date that such Lender joined in this
Agreement),  payable to the order of each Lender in a face  amount  equal to the
Term Loan of such Lender  prior to the  amortization  of the Term Loan which has
occurred prior to the Closing Date.

                         The principal amount of the Term Notes A shall continue
to be payable in quarterly payments due on the last day of each December, March,
June and September,  beginning with the quarter ending December 31, 2001, and as
follows:

<TABLE>


<CAPTION>

                                                                     Amount of Principal Payment
               Quarters Ending on Following Date                         Due on Payment Date

<S>                                 <C> <C>                                <C>
                           December 31, 2001                               $ 5,722,222.22
                          March 31, 2002                                   $ 5,722,222.22
                         June 30, 2002                                     $ 5,722,222.22
                           September 30, 2002                              $ 7,152,777.78
                           December 31, 2002                               $ 7,152,777.78
                         March 31, 2003                                    $ 7,152,777.78
                         June 30, 2003                                     $ 7,152,777.78
                           September 30, 2003                              $ 8,583,333.33
                          December 31, 2003                    remaining principal balance outstanding

</TABLE>


                         The principal amount of the Term Notes B shall continue
to be payable in quarterly payments due on the last day of each December, March,
June and September,  beginning with the quarter ending December 31, 2001, and as
follows:

<TABLE>

<CAPTION>
                                                                     Amount of Principal Payment
               Quarters Ending on Following Date                         Due on Payment Date

<S>                                 <C> <C>                                 <C>
                           December 31, 2001                                $ 443,750.00
                          March 31, 2002                                    $ 443,750.00
                         June 30, 2002                                      $ 443,750.00
                           September 30, 2002                               $ 443,750.00
                           December 31, 2002                                $ 443,750.00
                         March 31, 2003                                     $ 443,750.00
                         June 30, 2003                                      $ 443,750.00
                           September 30, 2003                               $ 443,750.00
                          December 31, 2003                    remaining principal balance outstanding

</TABLE>

                    3.4  Use of Proceeds.
                         ---------------

                    The  proceeds  of the  Term  Loans  shall  be  used  in
accordance with Section 8.1.10.

                               4. INTEREST RATES
                                  --------------

                    4.1  Interest Rate Options.
                         ---------------------

                    The  Borrower  and the  Co-Borrower  shall pay  interest  in
respect of the outstanding  unpaid  principal amount of the Loans as selected by
it from the Base Rate Option or Euro-Rate  Option set forth below  applicable to
the  Loans,  it  being  understood  that,  subject  to the  provisions  of  this
Agreement,  the Borrower and the Co-Borrower may select different  Interest Rate
Options and  different  Interest  Periods to apply  simultaneously  to the Loans
comprising  different Borrowing Tranches and may convert to or renew one or more
Interest Rate Options with respect to all or any portion of the Loans comprising
any  Borrowing  Tranche,  provided  that  there  shall  not be at any  one  time
outstanding more than seven (7) Borrowing Tranches in the aggregate among all of
the Loans accruing interest at a Euro-Rate Option. If at any time the designated
rate  applicable to any Loan made by any Lender  exceeds such  Lender's  highest
lawful rate, the rate of interest on such Lender's Loan shall be limited to such
Lender's highest lawful rate.

                         4.1.1  Revolving Credit Interest Rate Options.
                                --------------------------------------

                         The Borrower and the  Co-Borrower  shall have the right
to select from the following  Interest Rate Options  applicable to the Revolving
Credit Loans:

                                (i) Base Rate Option: A fluctuating rate per
annum (computed on the basis of a year of 365 or 366 days, as the case may be,
and actual days elapsed) equal to the Base Rate plus the Applicable Margin, such
interest rate to change automatically from time to time effective as of the
effective date of each change in the Base Rate or Applicable Margin; or

                                (ii) Euro-Rate Option: A rate per annum
(computed on the basis of a year of 360 days and actual days elapsed) equal to
the Euro-Rate plus the Applicable Margin, such interest rate to change
automatically from time to time effective as of the effective date of each
change in the Applicable Margin.

                         4.1.2  Term Loan A Interest Rate Options.
                                ---------------------------------

                         The Borrower and the  Co-Borrower  shall have the right
to select from the following  Interest Rate Options applicable to the
Term Loans A:

                                (i) Term Loan A Base Rate Option:  A fluctuating
rate per annum  (computed on the basis of a year of 365 or 366 days, as the case
may be,  and  actual  days  elapsed)equal  to the Base Rate plus the  Applicable
Margin,  such interest rate to change  automatically from time to time effective
as of the effective  date of each change in the Base Rate or Applicable  Margin;
or

                                (ii) Term Loan A  Euro-Rate  Option:  A rate per
annum  (computed  on the basis of a year of 360 days and  actual  days  elapsed)
equal to the Euro-Rate plus the Applicable Margin,  such interest rate to change
automatically  from  time to time  effective  as of the  effective  date of each
change in the Applicable Margin.

                         4.1.3  Term Loan B Interest Rate Options.
                                ---------------------------------

                         The Borrower and the Co-Borrower shall have the right
to select from the following Interest Rate Options applicable to the
Term Loans B:

                                (i) Term Loan B Base Rate Option:  A fluctuating
rate per annum  (computed on the basis of a year of 365 or 366 days, as the case
may be,  and actual  days  elapsed)  equal to the Base Rate plus the  Applicable
Margin,  such interest rate to change  automatically from time to time effective
as of the effective  date of each change in the Base Rate or Applicable  Margin;
or

                                (ii) Term Loan B  Euro-Rate  Option:  A rate per
annum  (computed  on the basis of a year of 360 days and  actual  days  elapsed)
equal to the Euro-Rate plus the Applicable Margin,  such interest rate to change
automatically  from  time to time  effective  as of the  effective  date of each
change in the Applicable Margin.

                         4.1.4  Rate Quotations.
                                ---------------

                         The   Borrower  and  the   Co-Borrower   may  call  the
Administrative  Agent on or  before  the date on which a Loan  Request  is to be
delivered  to receive  an  indication  of the rates  then in  effect,  but it is
acknowledged  that such  projection  shall not be binding on the  Administrative
Agent or the  Lenders  nor  affect  the rate of  interest  which  thereafter  is
actually in effect when the election is made.

                    4.2  Interest Periods.
                         ----------------

                    At any time  when the  Borrower  and the  Co-Borrower  shall
select, convert to or renew a Euro-Rate Option, the Borrower and the Co-Borrower
shall notify the  Administrative  Agent thereof at least three (3) Business Days
prior to the  effective  date of such  Euro-Rate  Option  by  delivering  a Loan
Request.  The notice shall specify an interest  period (the  "Interest  Period")
during which such Interest Rate Option shall apply,  such Interest  Period to be
one,  two,  three or six Months.  Notwithstanding  the preceding  sentence,  the
following  provisions shall apply to any selection of, renewal of, or conversion
to a Euro-Rate Option:

                         4.2.1  Ending Date and Business Day.
                                ----------------------------

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

                         4.2.2  Amount of Borrowing Tranche.
                                ---------------------------

                         each Borrowing  Tranche of Euro-Rate  Loans shall be in
integral multiples of $1,000,000;

                         4.2.3  Termination Before Expiration Date.
                                ----------------------------------

                         the  Borrower  and the  Co-Borrower  shall not  select,
convert to or renew an Interest  Period for any portion of the Revolving  Credit
Loans that would end after the Expiration  Date, any portion of the Term Loans A
that would end after the Term Loan A Maturity  Date,  or any portion of the Term
Loans B that would end after the Term Loan B Maturity Date; and

                         4.2.4  Renewals.
                                --------

                         in the case of the renewal of a Euro-Rate Option at the
end of an Interest Period, the first day of the new Interest Period shall be the
last day of the preceding  Interest  Period,  without  duplication in payment of
interest for such day.

                    4.3  Interest After Default.
                         ----------------------

                         To the extent permitted by Law, upon the occurrence of
an Event of Default and until such time such Event of Default shall have been
cured or waived:

                         4.3.1  Letter of Credit Fees, Interest Rate.
                                ------------------------------------

                         the Letter of Credit Fees and the rate of interest  for
each Loan  otherwise  applicable  pursuant  to  Section  2.9.2 or  Section  4.1,
respectively, shall be increased by two percent (2%) per annum; and

                         4.3.2  Other Obligations.
                                -----------------

                         each other  Obligation  hereunder  if not paid when due
shall bear interest at a rate per annum equal to the sum of the rate of interest
applicable  under the Base Rate Option plus an  additional  two percent (2%) per
annum from the time such Obligation becomes due and payable and until it is paid
in full.

                         4.3.3  Acknowledgment.
                                --------------

                         The Borrower and the Co-Borrower  acknowledge  that the
increase in rates referred to in this Section 4.3 reflects,  among other things,
the fact that such Loans or other  amounts have become a  substantially  greater
risk given their default  status and that the Lenders are entitled to additional
compensation  for such risk;  and all such interest shall be payable by Borrower
and the Co-Borrower upon demand by Administrative Agent.

                    4.4  Euro-Rate Unascertainable; Illegality; Increased Costs;
                         Deposits Not Available
                         -------------------------------------------------------

                         4.4.1  Unascertainable.
                                ---------------

                         If on any date on which a Euro-Rate  would otherwise be
determined, the Administrative Agent shall have determined that:

                                (i)  adequate and reasonable means do not exist
for ascertaining such Euro-Rate, or

                                (ii) a contingency has occurred which materially
and adversely affects the London interbank eurodollar market relating to the
Euro-Rate, the Administrative Agent shall have the rights specified in
Section 4.4.3.

                         4.4.2  Illegality; Increased Costs; Deposits
                                Not Available.
                                -------------------------------------

                         If at any time any Lender shall have determined that:

                                (i) the making, maintenance or funding of any
Loan to which a Euro-Rate Option applies has been made impracticable or unlawful
by compliance by such Lender in good faith with any Law or any interpretation or
application thereof by any Official Body or with any request or directive of any
such Official Body (whether or not having the force of Law), or

                                (ii) such Euro-Rate Option will not adequately
and fairly reflect the cost to such Lender of the establishment or maintenance
of any such Loan, or

                                (iii) after making all reasonable efforts,
deposits of the relevant amount in Dollars for the relevant Interest Period for
a Loan to which a Euro-Rate Option applies are not available to such Lender in
the London interbank market,

                         then the  Administrative  Agent  shall  have the rights
specified in Section 4.4.3.

                         4.4.3  Administrative Agent's and Lender's Rights.
                                ------------------------------------------

                         In the case of any event  specified  in  Section  4.4.1
above,  the  Administrative  Agent  shall  promptly so notify the  Lenders,  the
Borrower and the Co-Borrower  thereof,  and in the case of an event specified in
Section  4.4.2 above,  such Lender shall  promptly so notify the  Administrative
Agent and endorse a certificate to such notice as to the specific  circumstances
of such notice, and the Administrative  Agent shall promptly send copies of such
notice and certificate to the other Lenders,  the Borrower and the  Co-Borrower.
Upon such date as shall be specified in such notice  (which shall not be earlier
than the date such notice is given),  the obligation of (A) the Lenders,  in the
case of such notice given by the  Administrative  Agent, or (B) such Lender,  in
the case of such notice  given by such  Lender,  to allow the  Borrower  and the
Co-Borrower to select, convert to or renew a Euro-Rate Option shall be suspended
until the  Administrative  Agent shall have later  notified the Borrower and the
Co-Borrower,  or such Lender shall have later notified the Administrative Agent,
of  the  Administrative   Agent's  or  such  Lender's,   as  the  case  may  be,
determination that the circumstances giving rise to such previous  determination
no longer exist. If at any time the  Administrative  Agent makes a determination
under  Section  4.4.1  and the  Borrower  and the  Co-Borrower  have  previously
notified the Administrative  Agent of its selection of, conversion to or renewal
of a  Euro-Rate  Option  and such  Interest  Rate  Option  has not yet gone into
effect,  such  notification  shall  be  deemed  to  provide  for  selection  of,
conversion  to or  renewal  of the Base Rate  Option  otherwise  available  with
respect to such Loans.  If any Lender  notifies  the  Administrative  Agent of a
determination  under  Section  4.4.2,  the Borrower and the  Co-Borrower  shall,
subject to the Borrower's and the Co-Borrower' indemnification Obligations under
Section 5.6.2, as to any Loan of the Lender to which a Euro-Rate Option applies,
on the date  specified in such notice either  convert such Loan to the Base Rate
Option  otherwise  available  with  respect to such Loan or prepay  such Loan in
accordance  with  Section  5.4.  Absent due  notice  from the  Borrower  and the
Co-Borrower  of  conversion  or  prepayment,  such Loan shall  automatically  be
converted to the Base Rate Option otherwise  available with respect to such Loan
upon such specified date.

                    4.5  Selection of Interest Rate Options.
                         ----------------------------------

                    If the  Borrower  and the  Co-Borrower  fail to select a new
Interest  Period to apply to any Borrowing  Tranche of Loans under the Euro-Rate
Option at the  expiration  of an existing  Interest  Period  applicable  to such
Borrowing Tranche in accordance with the provisions of Section 4.2, the Borrower
and the Co-Borrower  shall be deemed to have converted such Borrowing Tranche to
the Revolving  Credit Base Rate Option,  the Term Loan A Base Rate Option or the
Term Loan B Base Rate Option, as applicable, commencing upon the last day of the
existing Interest Period.

                                  5. PAYMENTS

                    5.1  Payments.
                         --------

                    All  payments  and  prepayments  to be  made in  respect  of
principal,  interest,  Commitment  Fees,  Letter of Credit Fees,  Administrative
Agent's Fee or other fees or amounts due from the Borrower  and the  Co-Borrower
hereunder  shall be payable  prior to 11:00 a.m.,  Pittsburgh  time, on the date
when due  without  presentment,  demand,  protest or notice of any kind,  all of
which are hereby  expressly  waived by the  Borrower  and the  Co-Borrower,  and
without  set-off,  counterclaim or other deduction of any nature,  and an action
therefor  shall  immediately   accrue.  Such  payments  shall  be  made  to  the
Administrative  Agent at the  Principal  Office for the ratable  accounts of the
Lenders  with respect to the  Revolving  Credit Loans and the Term Loans in U.S.
Dollars and in immediately  available funds, and the Administrative  Agent shall
promptly distribute such amounts to the Lenders in immediately  available funds,
provided that in the event payments are received by 11:00 a.m., Pittsburgh time,
by the Administrative  Agent with respect to the Loans and such payments are not
distributed to the Lenders on the same day received by the Administrative Agent,
the Administrative  Agent shall pay the Lenders the Federal Funds Effective Rate
with  respect  to  the  amount  of  such  payments  for  each  day  held  by the
Administrative  Agent and not  distributed  to the Lenders.  The  Administrative
Agent's and each Lender's statement of account,  ledger or other relevant record
shall,  in the absence of manifest  error, be conclusive as the statement of the
amount of principal of and interest on the Loans and other  amounts  owing under
this Agreement and shall be deemed an "account stated."

                    5.2  Pro Rata Treatment of Lenders.
                         -----------------------------

                    Each borrowing  shall be allocated to each Lender  according
to its Ratable Share as such Ratable Share relates specifically to the Revolving
Credit Commitments,  the Term Loan A Commitments and the Term Loan B Commitments
of all Lenders having such Commitments,  and each selection of, conversion to or
renewal of any  Interest  Rate  Option and each  payment  or  prepayment  by the
Borrower and the  Co-Borrower  with respect to principal,  interest,  Commitment
Fees,  Letter of Credit Fees, or other fees (except for the fees of the Managing
Agents or amounts due from the  Borrower  and the  Co-Borrower  hereunder to the
Lenders with respect to the Loans, shall (except as provided in Section 4.4.3 in
the  case of an event  specified  in  Section  4.4  [Euro-Rate  Unascertainable;
Illegality;   Increased  Costs;   Deposits  Not  Available],   5.4.3  [Voluntary
Prepayments] or 5.4 [Additional  Compensation in Certain Circumstances]) be made
in proportion to the applicable  Loans  outstanding  from each Lender and, if no
such Loans are then  outstanding,  in proportion to the Revolving Credit Ratable
Share of each Lender.

                    5.3  Interest Payment Dates.
                         ----------------------

                    With the exception of that portion of the interest  which is
payment-in-kind  interest in the amount of 450 basis points or 500 basis points,
as the case may be, per annum,  subject  to  adjustment  as set forth on Exhibit
1.1(A)  (the  "Payment-in-Kind  Interest"),  interest on Loans to which the Base
Rate Option  applies  shall be due and payable in arrears on the first  Business
Day of each  January,  April,  July and October after the date hereof and on the
Expiration Date or upon  acceleration  of the Notes.  With the exception of that
portion of the interest which is Payment-in-Kind Interest,  interest on Loans to
which the Euro-Rate  Option  applies shall be due and payable on the last day of
each Interest Period for those Loans and, if such Interest Period is longer than
three (3) Months, also on the 90th day of such Interest Period.  Payment-in-Kind
Interest shall be due and payable in cash on the Expiration  Date, the Term Loan
A Maturity  Date or the Term Loan B Maturity  Date,  as the case may be, or upon
acceleration  of the Notes.  Interest  on the  principal  amount of each Loan or
other  monetary  Obligations  shall be due and  payable  on  demand  after  such
principal amount or other monetary  Obligations  become due and payable (whether
on the stated maturity date, upon acceleration or otherwise).

                    5.4  Voluntary Repayments.
                         --------------------

                         5.4.1  Right to Repay.
                                --------------

                         The Borrower and the  Co-Borrower  shall have the right
at their  option  from  time to time to pay the  Loans in whole or part  without
premium or  penalty,  except for such  premiums,  penalties  and other  payments
provided for in Section 5.4.3 below or in Section 5.6:

                                (i) at any  time  with  respect  to any  Loan to
which the Base Rate Option or Euro-Rate Option applies;

                                (ii) on the date  specified  in a notice  by any
Lender pursuant to Section 4.4 [Euro-Rate  Unascertainable]  with respect to any
Loan to  which  a  Euro-Rate  Option  applies.  Whenever  the  Borrower  and the
Co-Borrower  desire  to repay  any  part of the  Loans,  they  shall  provide  a
repayment notice to the Administrative Agent at least one (1) Business Day prior
to the date of repayment of the Revolving Credit Loans or the Term Loans setting
forth the following information:

                                (x) the date,  which shall be a Business Day, on
which the proposed prepayment is to be made;

                                (y) a statement  indicating  the  application of
the  prepayment  between the  Revolving  Credit  Loans and Term Loans,  provided
however, that all prepayments which relate to the Term Loans shall be applied by
the Administrative Agent to the outstanding  principal balance of the Term Loans
A and Term  Loans B based  upon the  Ratable  Share of such Term Loan to all the
Term Loans, and provided further,  each Lender with principal  outstanding under
its Term Loan B shall have the right to refuse  such  prepayment  in  accordance
with the term of Section 5.5.1[Excess Cash Flow]; and

                                (z)  the   total   principal   amount   of  such
repayment,  which shall not be less than  $1,000,000  for any  Revolving  Credit
Loans or Term Loans.

                         All  repayment   notices  shall  be  irrevocable.   The
principal  amount of the Loans for which a repayment  notice is given,  together
with interest  (excluding  Payment-in-Kind  Interest) on such  principal  amount
except with respect to Loans to which the Base Rate Option applies, shall be due
and payable on the date specified in such repayment  notice as the date on which
the  proposed  repayment  is to be made.  All Term  Loan  prepayments  permitted
pursuant to this Section  5.4.1 shall be applied to the unpaid  installments  of
principal of the Term Loans in the inverse order of scheduled maturities. Except
as provided in Section 4.4.3, if the Borrower and the  Co-Borrower  repay a Loan
but fails to specify the applicable Borrowing Tranche which the Borrower and the
Co-Borrower are repaying,  the repayment shall be applied (i) first to Revolving
Credit  Loans and then to Term Loans,  as provided  in Section  5.5.1;  and (ii)
after giving effect to the  allocations in clause (i) above and in the preceding
sentence, first to Loans to which the Base Rate Option applies, then to Loans to
which the Euro-Rate the Option applies. Any repayment hereunder shall be subject
to the Borrower's and the Co-Borrower' Obligation to indemnify the Lenders under
Section 5.6.2.

                         5.4.2  Commitment Reductions.
                                ---------------------

                         The  Borrower and the  Co-Borrower  may at any time and
from time to time  terminate  in whole or reduce  in part the  Revolving  Credit
Commitments  by giving the  Administrative  Agent and the  Lenders not less than
seven (7) days prior written  notice to such effect.  Notice of  termination  or
reduction, having once been given by the Borrower and the Co-Borrower,  shall be
irrevocable on the part of the Borrower and the  Co-Borrower.  Each reduction of
the Commitments  shall be in the aggregate  amount of at least $5,000,000 and in
multiples  of  $500,000.  After  each such  reduction  of the  Revolving  Credit
Commitments,  the fee payable  pursuant to Section 2.3 shall be calculated  upon
the Revolving  Credit  Commitments as so reduced.  Upon any such reduction,  the
Revolving  Credit  Commitments  of the Lenders shall be reduced  proportionately
based upon each Lender's Revolving Credit Ratable Share.

                         5.4.3  Replacement of a Lender.
                                -----------------------

                         In the event any Lender (i) gives notice under  Section
4.4 or Section 5.6.1,  (ii) does not fund Loans because the making of such Loans
would  contravene any Law applicable to such Lender,  (iii) does not approve any
action as to which consent of the Required  Lenders is requested by the Borrower
and the  Co-Borrower  and obtained  hereunder,  or (iv)  becomes  subject to the
control of an Official Body (other than normal and customary supervision),  then
the Borrower and the Co-Borrower shall have the right at their option,  with the
consent of the Administrative  Agent, which shall not be unreasonably  withheld,
to prepay the Loans of such Lender in whole,  together with all interest accrued
thereon,  and terminate such Lender's  Commitment  within ninety (90) days after
(w) receipt of such  Lender's  notice under  Section 4.4 or 5.6.1,  (x) the date
such  Lender  has failed to fund Loans  because  the making of such Loans  would
contravene Law applicable to such Lender,  (y) the date of obtaining the consent
which such Lender has not approved,  or (z) the date such Lender became  subject
to the control of an Official  Body, as  applicable;  provided that the Borrower
and the Co-Borrower shall also pay to such Lender at the time of such prepayment
any amounts  required  under  Section 5.6 and any accrued  interest  due on such
amount and any related fees; provided, however, that the Commitment and any Term
Loan of such Lender shall be provided by one or more of the remaining Lenders or
a replacement lender acceptable to the Administrative Agent; provided,  further,
the  remaining  Lenders  shall have no  obligation  hereunder to increase  their
Commitments. Notwithstanding the foregoing, the Administrative Agent may only be
replaced  subject to the  requirements  of Section  10.14 and provided  that all
Letters of Credit have expired or been terminated or replaced.

                         5.4.4  Change of Lending Office.
                                ------------------------

                         Each  Lender  agrees  that upon the  occurrence  of any
event giving rise to increased  costs or other  special  payments  under Section
4.4.2  [Illegality,  etc.] or 5.6.1 [Increased Costs, etc.] with respect to such
Lender, it will if requested by the Borrower and the Co-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 is this Section 5.4.4 shall affect or postpone any of
the Obligations of the Borrower,  the Co-Borrower or any other Loan Party or the
rights of the Administrative Agent or any Lender provided in this Agreement.

                    5.5  Mandatory Prepayments.
                         ---------------------

                         5.5.1  Excess Cash Flow.
                                ----------------

                         Within five (5)  Business  Days of the  delivery of the
Borrower's  annual  financial  statements  pursuant  to  Section  8.3.3  [Annual
Financial  Statements]  commencing with the financial  statements for the fiscal
year ended September 30, 2002, but in any event1 no later than January 5 of each
year  commencing  January 5, 2003 (each,  a "Mandatory  Prepayment  Date"),  the
Borrower and the Co-Borrower  shall make a mandatory  prepayment of principal on
the Term Loans  equal to 75% of Excess Cash Flow for the  immediately  preceding
fiscal year,  subject to a credit for  voluntary  prepayments  made  pursuant to
Section 5.4 [Voluntary  Prepayments]  during the  immediately  preceding  fiscal
year,  together with accrued interest  (excluding  Payment-in-Kind  Interest) on
such principal amount (each, a "Mandatory Prepayment of Excess Cash Flow"). Each
Mandatory  Prepayment of Excess Cash Flow shall be applied by the Administrative
Agent to the outstanding  principal balance of the Term Loans A and Term Loans B
based upon the Ratable  Share of such Term Loan to all the Term  Loans,  in each
case by application to the unpaid installments of principal in the inverse order
of scheduled maturities.  Upon its receipt of the annual financial statements of
the Borrower and receipt of payment by the Borrower and the  Co-Borrower  of the
Mandatory  Prepayment of Excess Cash Flow, the  Administrative  Agent shall give
the Lenders with outstanding  principal on the Term Loans B notice of the amount
of the  Mandatory  Prepayment  of Excess Cash Flow. In the event that any one or
more  Lender  with Term Loans B  outstanding  elects not to receive its pro rata
share of such prepayment, such Lender shall provide written notice of the amount
it elects not to receive in prepayment of its Term Loan B, and such amount shall
be  reallocated  to payment of the Term Loans A based upon the Ratable  Share of
the Lenders with Term Loans A, to be applied by the Lenders with Term Loans A in
the  inverse  order of  scheduled  maturities.  To the extent  that a  Mandatory
Prepayment of Excess Cash Flow exceeds the outstanding  principal  amount of the
Term Loans,  such prepayment  shall be limited to the amount necessary to prepay
the Term Loans in full."

                         5.5.2  Sale of Assets; Issuance of Stock; Incurrence of
                                Indebtedness; Casualty Events.
                                ------------------------------------------------

                         Within  five (5)  Business  Days of any sale of  assets
authorized  by Section  8.2.7(ii),  (iv) or (v), and if the net  after-tax  cash
proceeds of such sale,  when  aggregated  with all such prior asset sales in the
same fiscal year of the  Borrower,  is equal to or greater  than  $250,000,  the
Borrower  and the  Co-Borrower  shall make a mandatory  prepayment  of principal
equal  to the net  after-tax  cash  proceeds  of such  sale  to the  extent  the
aggregate  net  after-tax  cash  proceeds of such sale and all prior such assets
sales in the fiscal  year exceed  $250,000  (as  estimated  in good faith by the
Borrower  and the  Co-Borrower).  At the time of any  issuance  of equity by the
Borrower authorized by Section 8.2.13(iv), then simultaneously with the issuance
of such  capital  stock by the  Borrower,  the  Borrower  shall make a mandatory
prepayment  of  principal  equal  to the net  after-tax  cash  proceeds  of such
issuance.  In the event  that the  Required  Lenders  permit the  incurrence  of
Indebtedness  other than as permitted  under Section  8.2.1,  the Borrower shall
make a mandatory  prepayment of principal equal to the net cash proceeds of such
Indebtedness.  In the event  that the  Administrative  Agent  does not  disburse
insurance proceeds in excess of $250,000 to the Loan Parties pursuant to Section
8.1.3,  such  proceeds  shall be applied as a mandatory  prepayment of principal
equal to the amount of such insurance proceeds. All prepayments pursuant to this
Section  5.5.2 shall be applied in  accordance  with the  provisions  of Section
5.5.1, and upon payment in full of the Term Loans, then as a permanent reduction
to the Revolving Credit  Commitments.  In the event that any one or more Lenders
with Term Loans B  outstanding  elects not to receive its pro rata share of such
prepayments,  such Lender shall provide  written  notice of the amount it elects
not to  receive  in  prepayment  of its Term  Loan B, and such  amount  shall be
reallocated  to payment of the Term Loans A based upon the Ratable  Share of the
Lenders with Term Loans A, to be applied by the Lenders with Term Loans A in the
inverse order of scheduled maturities.

                         5.5.3  Application Among Interest Rate Options.
                                ---------------------------------------

                         All prepayments  required  pursuant to this Section 5.5
shall first be applied among the Interest  Rate Options to the principal  amount
of the  Loans  subject  to the Base  Rate  Option,  then to Loans  subject  to a
Euro-Rate  Option.  In  accordance  with  Section  5.6.2,  the  Borrower and the
Co-Borrower shall indemnify the Lenders for any loss or expense,  including loss
of margin,  incurred with respect to any such prepayments  applied against Loans
subject  to a  Euro-Rate  Option  on any day  other  than  the  last  day of the
applicable Interest Period.

                    5.6  Additional Compensation in Certain Circumstances.
                         ------------------------------------------------

                         5.6.1  Increased Costs or Reduced Return Resulting From
                                Taxes, Reserves, Capital Adequacy Requirements,
                                Expenses, Etc.
                                ------------------------------------------------

                         If any Law,  guideline or  interpretation or any change
in any Law,  guideline or interpretation or application  thereof by any Official
Body charged with the  interpretation  or  administration  thereof or compliance
with any  request or  directive  (whether or not having the force of Law) of any
central bank or other Official Body:

                                (i)  subjects  any  Lender to any tax or changes
the basis of taxation with respect to this  Agreement,  the Notes,  the Loans or
payments by the Borrower and the Co-Borrower of principal,  interest, Commitment
Fees,  or other amounts due from the Borrower and the  Co-Borrower  hereunder or
under the Notes (except for taxes on the overall net income of such Lender),

                                (ii) imposes,  modifies or deems  applicable any
reserve,  special deposit or similar  requirement against credits or commitments
to extend credit extended by, or assets (funded or contingent) of, deposits with
or for the account of, or other acquisitions of funds by, any Lender, or

                                (iii) imposes,  modifies or deems applicable any
capital   adequacy  or  similar   requirement  (A)  against  assets  (funded  or
contingent)  of, or letters of credit,  other credits or  commitments  to extend
credit extended by, any Lender,  or (B) otherwise  applicable to the obligations
of any Lender under this Agreement,

                         and the result of any of the  foregoing  is to increase
the cost to, reduce the income  receivable by, or impose any expense  (including
loss of margin) upon any Lender with respect to this Agreement, the Notes or the
making,  maintenance or funding of any part of the Loans (or, in the case of any
capital adequacy or similar requirement, to have the effect of reducing the rate
of return on any  Lender's  capital,  taking into  consideration  such  Lender's
customary  policies  with  respect to capital  adequacy) by an amount which such
Lender in its sole discretion deems to be material,  such Lender shall from time
to time notify the Borrower, the Co-Borrower and the Administrative Agent of the
amount  determined in good faith (using any averaging  and  attribution  methods
employed in good faith) by such Lender to be necessary to compensate such Lender
for such increase in cost,  reduction of income,  additional  expense or reduced
rate of return.  Such notice shall set forth in reasonable  detail the basis for
such determination. Such amount shall be due and payable by the Borrower and the
Co-Borrower to such Lender ten (10) Business Days after such notice is given.

                         5.6.2  Indemnity.
                                ---------

                         In  addition  to the  compensation  required by Section
5.6.1, the Borrower and the Co-Borrower  shall indemnify each Lender against all
liabilities,  losses or expenses  (including loss of margin, any loss or expense
incurred in liquidating or employing deposits from third parties and any loss or
expense  incurred  in  connection  with  funds  acquired  by a Lender to fund or
maintain  Loans  subject to a Euro-Rate  Option)  which such Lender  sustains or
incurs as a consequence of any

                                (i) payment,  prepayment,  conversion or renewal
of any Loan to which a Euro-Rate Option applies on a day other than the last day
of the corresponding  Interest Period (whether or not such payment or prepayment
is  mandatory,  voluntary  or  automatic  and  whether  or not such  payment  or
prepayment is then due),

                                (ii) attempt by the Borrower or the  Co-Borrower
to revoke (expressly,  by later  inconsistent  notices or otherwise) in whole or
part any Loan Requests  under  Section 2.5 or Section 4.2 or notice  relating to
prepayments under Section 5.4, or

                                (iii) default by the Borrower or the Co-Borrower
in the performance or observance of any covenant or condition  contained in this
Agreement or any other Loan Document,  including any failure of the Borrower and
the  Co-Borrower to pay when due (by  acceleration  or otherwise) any principal,
interest, Commitment Fee or any other amount due hereunder.

                         If any  Lender  sustains  or  incurs  any such  loss or
expense,  it shall from time to time notify the Borrower and the  Co-Borrower of
the amount  determined  in good faith by such Lender  (which  determination  may
include such  assumptions,  allocations  of costs and expenses and  averaging or
attribution  methods as such Lender  shall deem  reasonable)  to be necessary to
indemnify  such Lender for such loss or expense.  Such notice shall set forth in
reasonable detail the basis for such determination. Such amount shall be due and
payable by the Borrower  and the  Co-Borrower  to such Lender ten (10)  Business
Days after such notice is given.



                       6. REPRESENTATIONS AND WARRANTIES
                         ------------------------------

                    6.1  Representations and Warranties.
                         ------------------------------

                    The Loan  Parties,  jointly  and  severally,  represent  and
warrant to the Administrative Agent and each of the Lenders as follows:

                         6.1.1  Organization and Qualification.
                                ------------------------------

                         Each Loan Party and each  Subsidiary of each Loan Party
is a  corporation,  partnership  or limited  liability  company duly  organized,
validly  existing and in good  standing  under the laws of its  jurisdiction  of
organization.  Each Loan  Party and each  Subsidiary  of each Loan Party has the
lawful  power to own or lease its  properties  and to engage in the  business it
presently  conducts or proposes to conduct.  Each Loan Party and each Subsidiary
of each Loan Party is duly  licensed or qualified  and in good  standing in each
jurisdiction  listed on  Schedule  6.1.1 and,  except as  indicated  on Schedule
6.1.1,  in all other  jurisdictions  where the property owned or leased by it or
the nature of the  business  transacted  by it or both makes such  licensing  or
qualification necessary.

                         6.1.2  Capitalization and Ownership.
                                ----------------------------

                         The authorized  capital stock of the Borrower  consists
of 50,000,000  shares of common stock (the "Common Stock") and 1,000,000  shares
of preferred stock (the "Preferred Stock"), of which 24,509,979 shares of Common
Stock were issued and  outstanding  as of September  26, 2001,  and no shares of
Preferred  Stock (the  Common  Stock and the  Preferred  Stock are  collectively
referred to herein as the "Shares") are issued and outstanding.

                         6.1.3  Subsidiaries.
                                ------------

                         Schedule   6.1.3   states  the  name  of  each  of  the
Borrower's  Subsidiaries,  its  jurisdiction  of  incorporation,  its authorized
capital  stock,  the issued and  outstanding  shares  (referred to herein as the
"Subsidiary  Shares")  and  the  owners  thereof  if  it is a  corporation,  its
outstanding  partnership  interests  (the  "Partnership  Interests")  if it is a
partnership and its outstanding  limited liability company interests,  interests
assigned to managers  thereof and the voting rights  associated  therewith  (the
"LLC  Interests") if it is a limited  liability  company.  The Borrower and each
Subsidiary  of  the  Borrower  has  good  and  marketable  title  to  all of the
Subsidiary Shares,  Partnership  Interests and LLC Interests it purports to own,
free and clear in each  case of any Lien.  All  Subsidiary  Shares,  Partnership
Interests and LLC Interests have been validly issued,  and all Subsidiary Shares
are  fully  paid  and  nonassessable.   All  capital   contributions  and  other
consideration required to be made or paid in connection with the issuance of the
Partnership  Interests and LLC Interests have been made or paid, as the case may
be. There are no options,  warrants or other rights  outstanding to purchase any
such  Subsidiary  Shares,  Partnership  Interests  or LLC  Interests  except  as
indicated on Schedule 6.1.3.

                         6.1.4  Power and Authority.
                                -------------------

                         Each Loan Party has full power to enter into,  execute,
deliver and carry out this Agreement and the other Loan Documents to which it is
a party,  to incur the  Indebtedness  contemplated  by the Loan Documents and to
perform its Obligations under the Loan Documents to which it is a party, and all
such actions have been duly authorized by all necessary proceedings on its part.

                         6.1.5  Validity and Binding Effect.
                                ---------------------------

                         This  Agreement has been duly and validly  executed and
delivered by each Loan Party,  and each other Loan Document which any Loan Party
is  required  to execute  and deliver on or after the date hereof will have been
duly  executed and delivered by such Loan Party on the required date of delivery
of such Loan Document.  This Agreement and each other Loan Document constitutes,
or will  constitute,  legal,  valid and binding  obligations  of each Loan Party
which is or will be a party  thereto on and after its date of delivery  thereof,
enforceable  against such Loan Party in accordance with its terms, except to the
extent  that  enforceability  of any of such Loan  Document  may be  limited  by
bankruptcy,  insolvency,  reorganization,   moratorium  or  other  similar  laws
affecting  the  enforceability  of creditors'  rights  generally or limiting the
right of specific performance.

                         6.1.6  No Conflict.
                                -----------

                         Neither the execution and delivery of this Agreement or
the  other  Loan  Documents  by any  Loan  Party  nor  the  consummation  of the
transactions  herein or therein  contemplated  or compliance  with the terms and
provisions  hereof or thereof by any of them will  conflict  with,  constitute a
default  under or result in any  breach of (i) the terms and  conditions  of the
certificate  of  incorporation,  bylaws,  certificate  of  limited  partnership,
partnership  agreement,  certificate  of formation,  limited  liability  company
agreement or other organizational documents of any Loan Party or (ii) any Law or
any material  agreement or instrument or order,  writ,  judgment,  injunction or
decree to which any Loan Party or any of its Subsidiaries is a party or by which
it or any of its  Subsidiaries is bound or to which it is subject,  or result in
the creation or enforcement of any Lien,  charge or encumbrance  whatsoever upon
any  property  (now or  hereafter  acquired)  of any  Loan  Party  or any of its
Subsidiaries (other than Liens granted under the Loan Documents).

                         6.1.7  Litigation.
                                ----------

                         Except as set  forth in  Schedule  6.1.7,  there are no
actions,  suits,  proceedings or investigations  pending or, to the knowledge of
any Loan Party,  threatened  against such Loan Party or any  Subsidiary  of such
Loan Party at law or equity  before any  Official  Body.  Except as set forth in
Schedule 6.1.7, none of such actions, suits,  proceedings or investigations,  if
determined adversely to the Loan Parties, would individually or in the aggregate
result in any Material  Adverse  Change.  Except as set forth on Schedule  6.1.7
none of the Loan Parties or any  Subsidiaries  of any Loan Party is in violation
of any order,  writ,  injunction  or any decree of any  Official  Body.  No such
violations may result in any Material Adverse Change.

                         6.1.8  Title to Properties.
                                -------------------

                         The real  property  owned or leased by each Loan  Party
and each Subsidiary of each Loan Party is described on Schedule 6.1.8. Each Loan
Party and each Subsidiary of each Loan Party has good and marketable title to or
valid  leasehold  interest in all  properties,  assets and other rights which it
purports to own or lease or which are  reflected as owned or leased on its books
and  records,  free and  clear of all Liens and  encumbrances  except  Permitted
Liens,  and subject to the terms and  conditions of the applicable  leases.  All
leases of property are in full force and effect  without the  necessity  for any
consent  which  has  not  previously  been  obtained  upon  consummation  of the
transactions contemplated hereby.

                         6.1.9  Financial Statements.
                                --------------------

                         (i) Historical  Statements.  The Borrower has delivered
to  the  Administrative  Agent  copies  of  its  audited  consolidated  year-end
financial statements, and to the extent restated, as restated, for and as of the
end of the four fiscal years ended September 30, 2000 (the "Annual Statements").
In addition,  the Borrower has delivered to the  Administrative  Agent copies of
its unaudited  consolidated  interim financial statements for the fiscal year to
date and as of the end of the fiscal  quarter  ended June 30, 2001 (the "Interim
Statements"),  (the Annual and Interim Statements being collectively referred to
as the "Historical  Statements").  The Historical  Statements were compiled from
the books and records maintained by the Borrower's  management,  are correct and
complete  and fairly  represent  the  consolidated  financial  condition  of the
Borrower and its  Subsidiaries  as of their dates and the results of  operations
for the fiscal periods then ended and have been prepared in accordance with GAAP
consistently applied,  subject (in the case of the Interim Statements) to normal
year-end audit adjustments.

                         (ii) Financial Projections.  The Borrower has delivered
to the  Administrative  Agent  financial  projections  of the  Borrower  and its
Subsidiaries  for the two fiscal years ended September 30, 2001 and 2002 derived
from  various   assumptions  of  the  Borrower's   management   (the  "Financial
Projections").  The  Financial  Projections  represent  a  reasonable  range  of
possible  results  in  light  of  the  history  of  the  business,  present  and
foreseeable  conditions  and the intentions of the  Borrower's  management.  The
Financial Projections accurately reflect the liabilities of the Borrower and its
Subsidiaries upon consummation of the transactions contemplated hereby as of the
Closing Date.

                         (iii)  Accuracy of  Financial  Statements.  Neither the
Borrower nor any Subsidiary of the Borrower has any  liabilities,  contingent or
otherwise,  or forward or long-term  commitments  that are not  disclosed in the
Historical  Statements or in the notes thereto,  and except as disclosed therein
there are no  unrealized  or  anticipated  losses  from any  commitments  of the
Borrower or any  Subsidiary of the Borrower  which may cause a Material  Adverse
Change. Since June 30, 2001, no Material Adverse Change has occurred.

                         6.1.10  Use of Proceeds; Margin Stock.
                                 -----------------------------

                         The Loan  Parties  intend  to use the  proceeds  of the
Loans in accordance with Sections 2.8, 3.4 and 8.1.10.  None of the Loan Parties
or any Subsidiaries of any Loan Party engages or intends to engage  principally,
or as one of its important  activities,  in the business of extending credit for
the purpose, immediately,  incidentally or ultimately, of purchasing or carrying
margin stock  (within the meaning of  Regulation  U). No part of the proceeds of
any Loan has been or will be used, immediately,  incidentally or ultimately,  to
purchase or carry any margin stock or to extend credit to others for the purpose
of purchasing or carrying any margin stock or to refund Indebtedness  originally
incurred for such  purpose,  or for any purpose  which entails a violation of or
which is  inconsistent  with the  provisions of the  regulations of the Board of
Governors  of the  Federal  Reserve  System.  None of the  Loan  Parties  or any
Subsidiary  of any Loan  Party  holds or intends  to hold  margin  stock in such
amounts  that more than 25% of the  reasonable  value of the  assets of any Loan
Party or  Subsidiary  of any Loan  Party  are or will be  represented  by margin
stock.

                         6.1.11  Full Disclosure.
                                 ---------------

                         Neither this Agreement nor any other Loan Document, nor
any  certificate,  statement,  agreement  or other  documents  furnished  to the
Administrative Agent or any Lender in connection herewith or therewith, contains
any  untrue  statement  of a  material  fact or omits to state a  material  fact
necessary in order to make the statements contained herein and therein, in light
of the  circumstances  under which they were made, not  misleading.  There is no
fact known to any Loan Party which  materially  adversely  affects the business,
property, assets, financial condition, results of operations or prospects of any
Loan Party or  Subsidiary of any Loan Party which has not been set forth in this
Agreement or in the  certificates,  statements,  agreements  or other  documents
furnished in writing to the Administrative  Agent and the Lenders prior to or at
the date hereof in connection with the transactions contemplated hereby.

                         6.1.12  Taxes.
                                 -----

                         All  federal,   state,  local  and  other  tax  returns
required to have been filed with respect to each Loan Party and each  Subsidiary
of each Loan Party have been filed,  and payment or adequate  provision has been
made for the  payment of all taxes,  fees,  assessments  and other  governmental
charges which have or may become due pursuant to said returns or to  assessments
received,  except to the extent that such  taxes,  fees,  assessments  and other
charges are being contested in good faith by appropriate  proceedings diligently
conducted and for which such reserves or other appropriate  provisions,  if any,
as shall be required by GAAP shall have been made.  There are no  agreements  or
waivers extending the statutory period of limitations  applicable to any federal
income  tax  return of any Loan  Party or  Subsidiary  of any Loan Party for any
period.

                         6.1.13  Consents and Approvals.
                                 ----------------------

                         Except for the filing of financing  statements  and the
Mortgage  in  the  state  and  county  filing  offices,  no  consent,  approval,
exemption,  order or  authorization  of, or a  registration  or filing with, any
Official  Body or any other  Person is required by any Law or any  agreement  in
connection  with the execution,  delivery and carrying out of this Agreement and
the other Loan Documents by any Loan Party, except as listed on Schedule 6.1.13,
all of which shall have been  obtained  or made on or prior to the Closing  Date
except as otherwise indicated on Schedule 6.1.13.

                         6.1.14  No Event of Default; Compliance with
                                 Instruments.
                                 ------------------------------------

                         No  event  has  occurred  and  is  continuing   and  no
condition  exists or will exist after giving  effect to the  borrowings or other
extensions  of credit to be made on the  Closing  Date under or  pursuant to the
Loan Documents which constitutes an Event of Default or Potential Default.  None
of the Loan Parties or any Subsidiaries of any Loan Party is in violation of (i)
any term of its  certificate of  incorporation,  bylaws,  certificate of limited
partnership,  partnership agreement, certificate of formation, limited liability
company  agreement  or  other  organizational  documents  or (ii)  any  material
agreement  or  instrument  to  which  it is a party or by which it or any of its
properties  may be subject or bound  where such  violation  would  constitute  a
Material Adverse Change.

                         6.1.15  Patents, Trademarks, Copyrights, Licenses, Etc.
                                 ----------------------------------------------

                         Each Loan Party and each  Subsidiary of each Loan Party
owns or possesses all the material  patents,  trademarks,  service marks,  trade
names,  copyrights,  licenses,  registrations,  franchises,  permits  and rights
necessary  to own and operate  its  properties  and to carry on its  business as
presently  conducted  and  planned  to  be  conducted  by  such  Loan  Party  or
Subsidiary,  without known possible,  alleged or actual conflict with the rights
of others.  All  material  patents,  trademarks,  service  marks,  trade  names,
copyrights, licenses,  registrations,  franchises and permits of each Loan Party
and each  Subsidiary  of each Loan Party are listed and  described  on  Schedule
6.1.15.

                         6.1.16   Security Interests.
                                  ------------------

                         The  Liens  and  security   interests  granted  to  the
Administrative  Agent for the benefit of the Lenders  pursuant to the Collateral
Assignments,  the Patent, Trademark and Copyright Security Agreement, the Pledge
Agreement  and the  Security  Agreement in the  Collateral  (other than the Real
Property)  constitute and will continue to constitute  Prior Security  Interests
under the Uniform  Commercial Code as in effect in each applicable  jurisdiction
(the  "Uniform  Commercial  Code") or other  applicable  Law entitled to all the
rights,  benefits and priorities provided by the Uniform Commercial Code or such
Law. Upon the filing of financing statements relating to said security interests
in each office and in each  jurisdiction  where required in order to perfect the
security interests  described above, taking possession of any stock certificates
or other  certificates  evidencing the Pledge  Collateral and recordation of the
Patent,  Trademark and Copyright  Security Agreement in the United States Patent
and Trademark Office and United States Copyright Office, as applicable, all such
action  as  is  necessary   or  advisable  to  establish   such  rights  of  the
Administrative  Agent will have been taken, and there will be upon execution and
delivery of the  Collateral  Assignments,  the Patent,  Trademark  and Copyright
Security  Agreement,  the Pledge  Agreement  and the  Security  Agreement,  such
filings and such taking of  possession,  no necessity for any further  action in
order to  preserve,  protect  and  continue  such  rights,  except the filing of
continuation  statements  with respect to such financing  statements  within six
months  prior to each  five-year  anniversary  of the  filing of such  financing
statements.  All filing  fees and other  expenses in  connection  with each such
action have been or will be paid by the Borrower and the Co-Borrower.

                         6.1.17  Mortgage Liens.
                                 --------------

                         The Liens granted to the  Administrative  Agent for the
benefit  of the  Lenders  pursuant  to the  Mortgage  constitute  a valid  first
priority Lien under  applicable  law subject only to Permitted  Liens.  All such
action  as  will  be  necessary  or  advisable  to  establish  such  Lien of the
Administrative  Agent and its priority as described  in the  preceding  sentence
will be taken at or prior to the time required for such purpose,  and there will
be as of the date of execution and delivery of the Mortgage no necessity for any
further  action in order to protect,  preserve and  continue  such Lien and such
priority.

                         6.1.18  Status of the Pledge Collateral.
                                 -------------------------------

                         All the shares of capital stock,  Partnership Interests
or LLC Interests included in the Pledge Collateral to be pledged pursuant to the
Pledge  Agreement  or the  Collateral  Assignment  are or will be upon  issuance
validly issued and  nonassessable  and owned  beneficially  and of record by the
pledgor  free and  clear of any  Lien or  restriction  on  transfer,  except  as
otherwise  provided by the Pledge  Agreement or the  Collateral  Assignment  and
except  as the  right of the  Lenders  to  dispose  of the  Shares,  Partnership
Interests or LLC  Interests  may be limited by the  Securities  Act of 1933,  as
amended,  and  the  regulations  promulgated  by  the  Securities  and  Exchange
Commission  thereunder and by applicable  state  securities  laws.  There are no
shareholder,  partnership,  limited  liability  company or other  agreements  or
understandings  with  respect  to  the  shares  of  capital  stock,  Partnership
Interests  or LLC  Interests  included in the Pledge  Collateral  except for the
partnership  agreements and limited  liability company  agreements  described on
Schedule 6.1.18. The Loan Parties have delivered true and correct copies of such
partnership   agreements  and  limited  liability  company   agreements  to  the
Administrative Agent.

                         6.1.19  Insurance.
                                 ---------

                         Schedule 6.1.19 lists all insurance  policies and other
bonds to which any Loan Party or Subsidiary of any Loan Party is a party, all of
which are valid and in full force and effect.  No notice has been given or claim
made and no grounds exist to cancel or avoid any of such policies or bonds or to
reduce the coverage provided  thereby.  Such policies and bonds provide adequate
coverage from reputable and financially sound insurers in amounts  sufficient to
insure the assets and risks of each Loan Party and each  Subsidiary of each Loan
Party in accordance with prudent  business  practice in the industry of the Loan
Parties and their Subsidiaries.

                         6.1.20  Compliance with Laws.
                                 --------------------

                         The  Loan  Parties  and  their   Subsidiaries   are  in
compliance  in all  material  respects  with all  applicable  Laws  (other  than
Environmental  Laws which are  specifically  addressed in Section 6.1.25) in all
jurisdictions  in  which  any  Loan  Party or  Subsidiary  of any Loan  Party is
presently or will be doing business  except where the failure to do so would not
constitute a Material Adverse Change.

                         6.1.21  Material Contracts; Burdensome Restrictions.
                                 -------------------------------------------

                         Schedule 6.1.21 lists all material  contracts  relating
to the business  operations  of each Loan Party and each  Subsidiary of any Loan
Party,  including  all  employee  benefit  plans and Labor  Contracts.  All such
material  contracts are valid,  binding and enforceable  upon such Loan Party or
Subsidiary  and each of the other  parties  thereto  in  accordance  with  their
respective  terms,  and there is no  default  thereunder,  to the Loan  Parties'
knowledge,  with  respect to parties  other than such Loan Party or  Subsidiary.
None of the Loan  Parties  or  their  Subsidiaries  is bound by any  contractual
obligation,  or subject to any restriction in any organization  document, or any
requirement of Law which could result in a Material Adverse Change.

                         6.1.22  Investment Companies; Regulated Entities.
                                 ----------------------------------------

                         None of the Loan  Parties  or any  Subsidiaries  of any
Loan Party is an  "investment  company"  registered or required to be registered
under  the  Investment  Company  Act  of  1940  or  under  the  "control"  of an
"investment  company" as such terms are defined in the Investment Company Act of
1940 and shall not become such an "investment  company" or under such "control."
None of the Loan Parties or any Subsidiaries of any Loan Party is subject to any
other  Federal  state  statute  or  regulation  limiting  its  ability  to incur
Indebtedness for borrowed money.

                         6.1.23  Plans and Benefit Arrangements.
                                 ------------------------------

                         Except as set forth on Schedule 6.1.23:

                                (i) The  Borrower  and each other  member of the
ERISA Group are in  compliance  in all  material  respects  with any  applicable
provisions  of  ERISA  with  respect  to all  Benefit  Arrangements,  Plans  and
Multiemployer  Plans.  There has been no Prohibited  Transaction with respect to
any Benefit  Arrangement  or any Plan or, to the best knowledge of the Borrower,
with respect to any  Multiemployer  Plan or Multiple  Employer Plan, which could
result in any  material  liability  of the  Borrower or any other  member of the
ERISA Group.  The  Borrower  and all other  members of the ERISA Group have made
when due any and all payments  required to be made under any agreement  relating
to a  Multiemployer  Plan or a  Multiple  Employer  Plan  or any Law  pertaining
thereto. With respect to each Plan and Multiemployer Plan, the Borrower and each
other  member of the ERISA Group (i) have  fulfilled  in all  material  respects
their  obligations  under the minimum funding  standards of ERISA, (ii) have not
incurred any liability to the PBGC, and (iii) have not had asserted against them
any penalty for failure to fulfill the minimum funding requirements of ERISA.

                                (ii)  To the  best  of the  Borrower's  and  the
Co-Borrower's  knowledge,  each Multiemployer Plan and Multiple Employer Plan is
able to pay benefits thereunder when due.

                                (iii)  Neither the Borrower nor any other member
of the ERISA  Group has  instituted  or  intends  to  institute  proceedings  to
terminate any Plan other than a Plan of an acquired entity that was not intended
to be continued after the acquisition date or a reasonable time thereafter.

                                (iv) No event requiring notice to the PBGC under
Section  302(f)(4)(A)  of ERISA has occurred or is reasonably  expected to occur
with  respect to any Plan,  and no amendment  with respect to which  security is
required  under Section 307 of ERISA has been made or is reasonably  expected to
be made to any Plan.

                                (v) The aggregate actuarial present value of all
benefit  liabilities  (whether or not vested)  under each Plan,  determined on a
plan termination  basis, as disclosed in, and as of the date of, the most recent
actuarial  report for such Plan, does not exceed the aggregate fair market value
of the assets of such Plan.

                                (vi)  Neither the  Borrower nor any other member
of the ERISA Group has  incurred  or  reasonably  expects to incur any  material
withdrawal  liability under ERISA to any Multiemployer Plan or Multiple Employer
Plan.  Neither  the  Borrower  nor any other  member of the ERISA Group has been
notified  by  any  Multiemployer  Plan  or  Multiple  Employer  Plan  that  such
Multiemployer  Plan or Multiple  Employer  Plan has been  terminated  within the
meaning of Title IV of ERISA and,  to the best  knowledge  of the  Borrower,  no
Multiemployer  Plan or  Multiple  Employer  Plan is  reasonably  expected  to be
reorganized or terminated, within the meaning of Title IV of ERISA.

                                (vii) To the extent that any Benefit Arrangement
is insured, the Borrower and all other members of the ERISA Group have paid when
due all premiums  required to be paid for all periods  through the Closing Date.
To the extent that any Benefit  Arrangement is funded other than with insurance,
the  Borrower  and all other  members of the ERISA  Group have made when due all
contributions required to be paid for all periods through the Closing Date.

                                (viii)  All  Plans,   Benefit  Arrangements  and
Multiemployer  Plans have been  administered  in accordance with their terms and
applicable Law in all material respects.

                         6.1.24  Employment Matters.
                                 ------------------

                         Each of the Loan Parties and each of their Subsidiaries
is in compliance with the Labor Contracts and all applicable federal,  state and
local labor and  employment  Laws  including  those related to equal  employment
opportunity and affirmative  action,  labor relations,  minimum wage,  overtime,
child labor,  medical insurance  continuation,  worker adjustment and relocation
notices,  immigration controls and worker and unemployment  compensation,  where
the failure to comply would constitute a Material  Adverse Change.  There are no
outstanding  grievances,  arbitration awards or appeals therefrom arising out of
the Labor Contracts or current or threatened strikes, picketing,  handbilling or
other work  stoppages or slowdowns at  facilities  of any of the Loan Parties or
any of their  Subsidiaries which in any case would constitute a Material Adverse
Change. The Borrower has delivered to the Administrative  Agent true and correct
copies of each of the Labor Contracts.

                         6.1.25  Environmental Matters.
                                 ---------------------

                         Except as disclosed on Schedule 6.1.25:

                                (i) None of the Loan Parties or any Subsidiaries
of any Loan Party has received  any  Environmental  Complaint  from any Official
Body or private Person  alleging that such Loan Party or Subsidiary or any prior
or subsequent  owner of any of the Property is a potentially  responsible  party
under the Comprehensive  Environmental  Response,  Cleanup and Liability Act, 42
U.S.C. ss. 9601, et seq., and none of the Loan Parties has any reason to believe
that such an Environmental Complaint might be received. There are no pending or,
to any Loan Party's knowledge,  threatened  Environmental Complaints relating to
any Loan  Party  or  Subsidiary  of any  Loan  Party  or,  to any  Loan  Party's
knowledge,  any prior or subsequent owner of any of the Property  pertaining to,
or arising out of, any Environmental Conditions.

                                (ii) There are no circumstances  at, on or under
any of the  Property  owned by any Loan  Party  that  constitute  a breach of or
non-compliance  with any of the  Environmental  Laws where the failure to comply
would constitute or result in a Material  Adverse Change,  and there are no past
or present Environmental Conditions at, on or under any of the Property owned by
a Loan  Party  or,  to any Loan  Party's  knowledge,  at,  on or under  adjacent
property,  that prevent  compliance  with the  Environmental  Laws at any of the
owned Property.  There are no circumstances  at, on or under any of the Property
leased by any Loan Party that constitute a breach of or non-compliance  with any
of the  Environmental  Laws  where the  failure  to comply  would  constitute  a
Material Adverse Change. There are no past or present  Environmental  Conditions
at,  on or under  any of the  Property  leased  by a Loan  Party or, to any Loan
Party's knowledge,  at, on or under adjacent  property,  that prevent compliance
with the Environmental Laws at any of the leased Property,  where the failure to
comply would constitute a Material Adverse Change.

                                (iii)  Neither any of the Property  owned by any
Loan Party nor any structures, improvements,  equipment, fixtures, activities or
facilities thereon or thereunder  contain or use Regulated  Substances except in
compliance with Environmental Laws, except where the failure to comply would not
constitute  or result in a  Material  Adverse  Change.  There are no  processes,
facilities, operations, equipment or other activities at, on or under any of the
owned  Property,  or, to any Loan Party's  knowledge,  at, on or under  adjacent
property,  that  currently  result  in the  release  or  threatened  release  of
Regulated  Substances onto any of the owned Property,  except to the extent that
such  releases or  threatened  releases are not a breach of or  otherwise  not a
violation of the Environmental  Laws.  Neither any of the Property leased by any
Loan Party nor any structures, improvements,  equipment, fixtures, activities or
facilities thereon or thereunder  contain or use Regulated  Substances except in
compliance with  Environmental Laws where the failure to comply would constitute
a Material  Adverse  Change.  There are no  processes,  facilities,  operations,
equipment or other activities at, on or under any of the leased Property, or, to
any Loan Party's knowledge,  at, on or under adjacent  property,  that currently
result in the release or threatened release of Regulated  Substances onto any of
the leased  Property,  except to the extent  that such  releases  or  threatened
releases are not a breach of or otherwise  not a violation of the  Environmental
Laws where the failure to comply would constitute a Material Adverse Change.

                                (iv)  There are no  aboveground  storage  tanks,
underground storage tanks or underground piping associated with such tanks, used
for the  management of Regulated  Substances at, on or under any of the Property
owned  by any Loan  Party  that  (a) do not  have,  to the  extent  required  by
Environmental  Laws, a full operational  secondary  containment system in place,
and (b) are not otherwise in compliance with all  Environmental  Laws. There are
no abandoned  underground  storage tanks or underground  piping  associated with
such tanks, previously used for the management of Regulated Substances at, on or
under any of the owned  Property  that have not either  been  closed in place in
accordance with  Environmental Laws or removed in compliance with all applicable
Environmental  Laws and no  contamination  associated with the use of such tanks
exists on any of the owned Property that is not in compliance with Environmental
Laws.  There are no  aboveground  storage  tanks,  underground  storage tanks or
underground  piping  associated  with such  tanks,  used for the  management  of
Regulated  Substances  at,  on or under any of the  Property  leased by any Loan
Party that (a) do not have, to the extent required by Environmental Laws, a full
operational  secondary containment system in place, and (b) are not otherwise in
compliance  with all  Environmental  Laws,  where in the case of (a) or (b), the
failure  to comply  with such  Environmental  Laws would  constitute  a Material
Adverse Change. There are no abandoned  underground storage tanks or underground
piping  associated  with  such  tanks,  previously  used for the  management  of
Regulated  Substances  at, on or under any of the leased  Property that have not
either been closed in place in accordance with  Environmental Laws or removed in
compliance  with  all  applicable   Environmental   Laws  and  no  contamination
associated  with the use of such tanks exists on any of the leased Property that
is not in compliance with Environmental  Laws, where the failure to comply would
constitute a Material Adverse Change.

                                (v) Each Loan Party and each  Subsidiary  of any
Loan  Party  has all  material  permits,  licenses,  authorizations,  plans  and
approvals necessary under the Environmental Laws for the conduct of the business
of such Loan  Party or  Subsidiary  as  presently  conducted,  except  where the
failure to do so would not  constitute or result in a Material  Adverse  Change.
Each Loan Party and each Subsidiary of any Loan Party has submitted all material
notices,  reports and other  filings  required by the  Environmental  Laws to be
submitted to an Official  Body which  pertain to past and current  operations on
any of the Property.

                                (vi) All past and  present  on-site  generation,
storage, processing, treatment, recycling, reclamation, disposal or other use or
management of Regulated Substances at, on, or under any of the Property owned by
any Loan Party and all off-site transportation,  storage, processing, treatment,
recycling,  reclamation,  disposal  or  other  use or  management  of  Regulated
Substances  have been done in accordance  with the  Environmental  Laws,  except
where the failure to do so would not constitute or result in a Material  Adverse
Change. All past and present on-site generation, storage, processing, treatment,
recycling,  reclamation,  disposal  or  other  use or  management  of  Regulated
Substances at, on, or under any of the Property leased by any Loan Party and all
off-site transportation, storage, processing, treatment, recycling, reclamation,
disposal or other use or  management of Regulated  Substances  have been done in
accordance with the  Environmental  Laws, except where to failure to comply with
such Environmental Laws would not constitute a Material Adverse Change.

                         6.1.26  Senior Debt Status.
                                 ------------------

                         The   Obligations   of  each  Loan  Party   under  this
Agreement,  the  Notes,  the  Guaranty  Agreement  and  each of the  other  Loan
Documents  to which it is a party do rank and will rank at least  pari  passu in
priority  of  payment  with all other  Indebtedness  of such Loan  Party  except
Indebtedness of such Loan Party to the extent secured by Permitted Liens.  There
is no Lien upon or with respect to any of the  properties  or income of any Loan
Party or  Subsidiary  of any Loan  Party  which  secures  indebtedness  or other
obligations of any Person except for Permitted Liens.

                    6.2  Updates to Schedules.
                         --------------------

                    Should any of the information or disclosures provided on any
of the Schedules  attached  hereto become  outdated or incorrect in any material
respect,   the  Borrower  and  the  Co-Borrower   shall  promptly   provide  the
Administrative  Agent in writing with such revisions or updates to such Schedule
as may be necessary or appropriate to update or correct same; provided, however,
that no Schedule shall be deemed to have been amended, modified or superseded by
any  such   correction   or  update,   nor  shall  any  breach  of  warranty  or
representation  resulting  from the  inaccuracy  or  incompleteness  of any such
Schedule  be deemed to have been cured  thereby,  unless and until the  Required
Lenders, in their sole and absolute  discretion,  shall have accepted in writing
such revisions or updates to such Schedule.

                            7. CONDITIONS OF LENDING
                               ---------------------

                  The obligation of each Lender to make Loans and of the
Administrative Agent to issue Letters of Credit hereunder is subject to the
performance by each of the Loan Parties of its Obligations to be performed
hereunder at or prior to the making of any such Loans or issuance of such
Letters of Credit and to the satisfaction of the following further conditions:

                    7.1  First Loans.
                         -----------

                    On the Closing Date:

                         7.1.1  Officer's Certificate.
                                 ---------------------

                         The  representations and warranties of each of the Loan
Parties  contained in Section 6 and in each of the other Loan Documents shall be
true and  accurate on and as of the Closing  Date with the same effect as though
such representations and warranties had been made on and as of such date (except
representations  and warranties  which relate solely to an earlier date or time,
which  representations and warranties shall be true and correct on and as of the
specific dates or times referred to therein), and each of the Loan Parties shall
have  performed  and  complied  with all  covenants  and  conditions  hereof and
thereof,  no Event of Default or Potential  Default  shall have  occurred and be
continuing  or shall exist;  and there shall be delivered to the  Administrative
Agent for the benefit of each Lender a certificate  of each of the Loan Parties,
dated the Closing Date and signed by the Chief Executive  Officer,  President or
Chief Financial  Officer of each of the Loan Parties,  to each such effect.  The
certificate of the Loan Parties shall contain  calculations in sufficient detail
to  demonstrate  compliance as of the Closing Date with all financial  covenants
contained in Section 8.2.

                         7.1.2  Secretary's Certificate.
                                -----------------------

                         There shall be  delivered to the  Administrative  Agent
for the benefit of each Lender a  certificate  dated the Closing Date and signed
by the  Secretary  or an  Assistant  Secretary  of  each  of the  Loan  Parties,
certifying as appropriate as to:

                                (i) all  action  taken  by each  Loan  Party  in
connection with this Agreement and the other Loan Documents;

                                (ii)  the  names  of  the  officer  or  officers
authorized  to sign this  Agreement  and the other Loan  Documents  and the true
signatures of such officer or officers and specifying  the  Authorized  Officers
permitted to act on behalf of each Loan Party for purposes of this Agreement and
the true signatures of such officers, on which the Administrative Agent and each
Lender may conclusively rely; and

                                (iii)  copies of its  organizational  documents,
including its certificate or articles of incorporation,  bylaws,  certificate of
limited partnership,  partnership agreement,  certificate of formation, articles
of  organization  and  operating  agreement or  regulations  as in effect on the
Closing Date  certified by the  appropriate  state official where such documents
are filed in a state office  together  with  certificates  from the  appropriate
state  officials as to the  continued  existence  and good standing of each Loan
Party in each state where organized or qualified to do business.

                         7.1.3 Delivery of Loan Documents.
                               --------------------------

                         The Security  Agreement  shall have been duly  executed
and  delivered  to the  Administrative  Agent for the  benefit  of the  Lenders,
together  with  all  appropriate  financing   statements,   and  the  Collateral
Assignments,   Indemnity  Agreement,  Mortgage,  Notes,  Patent,  Trademark  and
Copyright  Security  Agreement and Pledge Agreement shall have continued in full
force and effect to secure the Obligations.

                         7.1.4  Opinion of Counsel.
                                ------------------

                         There shall be  delivered to the  Administrative  Agent
for the benefit of each Lender a written opinion of Hodgson Russ LLP, and Ronald
D. DeMoss, counsel and general counsel,  respectively, for the Loan Parties (who
may rely on the  opinions  of such  other  counsel as may be  acceptable  to the
Administrative  Agent),  dated  the  Closing  Date  and in  form  and  substance
satisfactory to the Administrative Agent and its counsel:

                                (i) as to the matters set forth in
Exhibit 7.1.4; and

                                (ii) as to such other matters incident to the
transactions contemplated herein as the Administrative Agent may reasonably
request.

                         7.1.5  Legal Details.
                                -------------

                         All legal details and  proceedings  in connection  with
the  transactions  contemplated  by this  Agreement and the other Loan Documents
shall be in form and  substance  satisfactory  to the  Administrative  Agent and
counsel for the Administrative  Agent, and the  Administrative  Agent shall have
received  all such other  counterpart  originals or certified or other copies of
such documents and proceedings in connection with such transactions, in form and
substance  satisfactory  to the  Administrative  Agent and said counsel,  as the
Administrative Agent or said counsel may reasonably request.

                         7.1.6  Payment of Fees.
                                ---------------

                         The  Borrower  shall  have paid or caused to be paid to
the  Administrative  Agent, for itself and for the account of the Lenders to the
extent not previously  paid, all other commitment and other fees accrued through
the Closing Date and the costs and expenses for which the  Administrative  Agent
and the Lenders are entitled to be reimbursed.  In  consideration of the waivers
granted by the Lenders pursuant to Section 7.1.16 and the  modifications  agreed
to by the Lenders under  Amendment No. 6 to the Agreement,  the Borrower and the
Co-Borrower  agree to pay to the Agent an amendment  and waiver fee in an amount
equal to one-half of one percent (1/2%) of the aggregate amount of the Revolving
Credit Commitments and the principal balance outstanding on the Term Loans A and
the Term Loans B as of the Closing  Date of each Lender  which has  executed and
delivered to the  Administrative  Agent  Amendment  No. 6 to the Agreement on or
before 5:00 p.m.  Pittsburgh time on October 4, 2001. The Agent shall remit such
amendment  and waiver fee to such  Lenders in an amount so that each such Lender
shall receive one-half of one percent (1/2%) on its Revolving Credit  Commitment
and outstanding Term Loans.

                         7.1.7  Consents.
                                --------

                         All  material   consents  required  to  effectuate  the
transactions contemplated hereby as set forth on Schedule --------- 6.1.13 shall
have been obtained. ------

                         7.1.8  Officer's Certificate Regarding MACs.
                                ------------------------------------

                         Since June 30, 2001, no Material  Adverse  Change shall
have  occurred;  prior to the  Closing  Date,  there shall have been no material
change in the management of any Loan Party or Subsidiary of any Loan Party;  and
there shall have been delivered to the  Administrative  Agent for the benefit of
each  Lender a  certificate  dated  the  Closing  Date and  signed  by the Chief
Executive  Officer,  President or Chief Financial  Officer of each Loan Party to
each such effect.

                         7.1.9  No Violation of Laws.
                                --------------------

                         The making of the Loans and the issuance of the Letters
of Credit shall not  contravene  any Law  applicable to any Loan Party or any of
the Lenders.

                         7.1.10 No Actions or Proceedings.
                                -------------------------

                         No action,  proceeding,  investigation,  regulation  or
legislation shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin,  restrain or prohibit,  or to
obtain  damages in respect of, this  Agreement,  the other Loan Documents or the
consummation of the transactions contemplated hereby or thereby or which, in the
Administrative Agent's sole discretion,  would make it inadvisable to consummate
the  transactions  contemplated  by  this  Agreement  or any of the  other  Loan
Documents.

                         7.1.11  Insurance Policies; Certificates of Insurance;
                                 Endorsements.
                                 -----------------------------------------------

                         The  Loan  Parties   shall  have   delivered   evidence
acceptable to the  Administrative  Agent that  adequate  insurance in compliance
with Section  8.1.3 is in full force and effect and that all  premiums  then due
thereon  have been paid,  together  with a certified  copy of each Loan  Party's
casualty insurance policy or policies  evidencing  coverage  satisfactory to the
Administrative Agent, with additional insured, mortgagee and lender loss payable
special endorsements attached thereto in form and substance  satisfactory to the
Administrative  Agent  and  its  counsel  naming  the  Administrative  Agent  as
additional insured, mortgagee and lender loss payee.

                         7.1.12  Title Insurance.
                                 ---------------

                         The Loan Parties shall have delivered a title insurance
policy or an endorsement or binder in favor of the Administrative  Agent for the
benefit of the Lenders,  in  customary  ALTA current  mortgagee's  form,  and in
amounts not less than $3,500,000,  with premiums paid thereon, issued by a title
insurance  company  acceptable  to the  Administrative  Agent and  insuring  the
Mortgage on the Real Property as a valid first priority Lien upon the applicable
Loan  Parties'  fee  simple  title  to such  Real  Property  Collateral  and all
improvements  and  all  appurtenances  thereto  (including  such  easements  and
appurtenances as may be required by the Administrative Agent), free and clear of
any and all defects and encumbrances whatsoever, subject only to such exceptions
as may be approved in writing by the  Administrative  Agent,  with  endorsements
thereto as to such matters as the Administrative Agent may designate.

                         7.1.13  Filing Receipts.
                                 ---------------

                         The Administrative Agent shall have received (1) copies
of all filing receipts and acknowledgments  issued by any governmental authority
to  evidence  any  recordation  or filing  necessary  to perfect the Lien of the
Lenders on the Collateral or other satisfactory evidence of such recordation and
filing and (2) evidence in a form  acceptable to the  Administrative  Agent that
such Lien constitutes a Prior Security  Interest in favor of the Lenders and, in
the case of the Mortgage, a valid and perfected first priority Lien.

                         7.1.14  Amendment of Existing Credit Agreement.
                                 --------------------------------------

                         The  revolving  credit  loans,  term  loans  and  other
obligations  of certain of the Loan Parties under the Agreement  shall have been
amended under and pursuant to this Amendment No. 6 to the Agreement, without any
novation having occurred as a result thereof.

                         7.1.15  Blocked Account.
                                 ---------------

                         The  Administrative  Agent  shall have and  continue to
maintain  dominion  over the cash  collateral  of the Loan Parties to the extent
required  by the  Administrative  Agent.  The  dominion to be  maintained  shall
include,  without  limitation,  the  deposit of cash and cash  equivalents  in a
deposit account or deposit accounts under the sole control of the Administrative
Agent and the  application  of such funds each  Business Day to the  outstanding
balance of the Revolving  Credit Loans.  The Borrower,  the  Co-Borrower and the
Guarantors  shall fully  cooperate with the  Administrative  Agent in connection
with  the  continued   establishment  and  maintenance  of  dominion  over  cash
collateral  by the  Administrative  Agent for the  benefit of the  Lenders.  The
implementation of such dominion over cash collateral by the Administrative Agent
shall  be in  addition  to and not in  lieu of any  other  rights  and  remedies
provided  to the  Administrative  Agent  and the  Lenders  with  respect  to the
Collateral under the Loan Documents.

                         7.1.16   Waiver of Events of Default.
                                  ---------------------------

                         The Loan Parties hereby  represent and warrant that all
Events of Default  which have  occurred  under this  Agreement  are set forth on
Schedule 7.1.16. The execution and delivery of Amendment No. 6 to this Agreement
by the Required  Lenders shall be deemed to constitute a waiver of all Events of
Default which have occurred prior to the Closing Date.

                    7.2  Each Additional Loan.
                         --------------------

                    At the time of making any Loans or issuing any Letters of
Credit other than Loans made or Letters of Credit issued on the Closing Date and
after giving effect to the proposed extensions of credit: the representations
and warranties of the Loan Parties contained in Section 6 and in the other Loan
Documents shall be true on and as of the date of such additional Loan or Letter
of Credit with the same effect as though such representations and warranties had
been made on and as of such date (except representations and warranties which
expressly relate solely to an earlier date or time, which representations and
warranties shall be true and correct on and as of the specific dates or times
referred to therein) and the Loan Parties shall have performed and complied with
all covenants and conditions hereof; no Event of Default or Potential Default
shall have occurred and be continuing or shall exist; the making of the Loans or
issuance of such Letter of Credit shall not contravene any Law applicable to any
Loan Party or Subsidiary of any Loan Party or any of the Lenders; and the
Borrower and the Co-Borrower shall have delivered to the Administrative Agent a
duly executed and completed Loan Request or application for a Letter of Credit
as the case may be.

                                  8. COVENANTS
                                  ------------

                         8.1  Affirmative Covenants.
                              ---------------------

                         The Loan Parties, jointly and severally, covenant and
agree that until payment in full of the Loans, Reimbursement Obligations and
Letter of Credit Borrowings, and interest thereon, expiration or termination of
all Letters of Credit, satisfaction of all of the Loan Parties'other Obligations
under the Loan Documents and termination of the Commitments, the Loan Parties
shall comply at all times with the following affirmative covenants:

                         8.1.1  Preservation of Existence, Etc.
                                ------------------------------

                         Each Loan  Party  shall,  and shall  cause  each of its
Subsidiaries  to,  maintain  its  legal  existence  as  a  corporation,  limited
partnership or limited  liability  company and its license or qualification  and
good standing in each  jurisdiction  in which its ownership or lease of property
or the nature of its  business  makes such license or  qualification  necessary,
except as otherwise expressly permitted in Section 8.2.6.

                         8.1.2  Payment of Liabilities, Including Taxes, Etc.
                                --------------------------------------------

                         Each Loan  Party  shall,  and shall  cause  each of its
Subsidiaries  to, duly pay and discharge all  liabilities to which it is subject
or which are asserted against it, promptly as and when the same shall become due
and payable,  including all taxes,  assessments and governmental charges upon it
or any of its properties,  assets, income or profits, prior to the date on which
penalties attach thereto, except to the extent that such liabilities,  including
taxes,  assessments  or  charges,  are  being  contested  in good  faith  and by
appropriate  and  lawful  proceedings  diligently  conducted  and for which such
reserve or other  appropriate  provisions,  if any, as shall be required by GAAP
shall have been made,  but only to the extent that failure to discharge any such
liabilities  would not result in any additional  liability which would adversely
affect  to a  material  extent  the  financial  condition  of any Loan  Party or
Subsidiary of any Loan Party or which would affect the Collateral, provided that
the Loan Parties and their Subsidiaries will pay all such liabilities  forthwith
upon the  commencement  of  proceedings  to  foreclose  any Lien  which may have
attached as security therefor.

                         8.1.3  Maintenance of Insurance.
                                ------------------------

                         Each Loan  Party  shall,  and shall  cause  each of its
Subsidiaries to, insure its properties and assets against loss or damage by fire
and such other insurable hazards as such assets are commonly insured  (including
fire,  extended  coverage,   property  damage,  workers'  compensation,   public
liability  and  business   interruption   insurance)  and  against  other  risks
(including  errors and  omissions)  in such  amounts as similar  properties  and
assets are insured by prudent  companies  in similar  circumstances  carrying on
similar businesses, and with reputable and financially sound insurers, including
self-insurance  to the extent  customary,  all as  reasonably  determined by the
Administrative  Agent.  At the  request of the  Administrative  Agent,  the Loan
Parties shall deliver to the Administrative Agent and each of the Lenders (x) on
the Closing Date and annually  thereafter an original  certificate  of insurance
signed  by  the  Loan  Parties'  independent  insurance  broker  describing  and
certifying as to the existence of the insurance on the Collateral required to be
maintained by this Agreement and the other Loan Documents,  together with a copy
of the endorsement  described in the next sentence  attached to such certificate
and (y) from time to time a summary  schedule  indicating  all insurance then in
force with respect to each of the Loan Parties. Such policies of insurance shall
contain  special   endorsements,   in  form  and  substance  acceptable  to  the
Administrative  Agent in its  reasonable  judgment,  which shall (i) specify the
Administrative  Agent as an additional insured,  mortgagee and lender loss payee
as its interests may appear,  with the understanding that any obligation imposed
upon the insured  (including  the liability to pay  premiums)  shall be the sole
obligation  of the  applicable  Loan Parties and not that of the  insured,  (ii)
provide  that the  interest of the Lenders  shall be insured  regardless  of any
breach  or  violation  by  the  applicable   Loan  Parties  of  any  warranties,
declarations or conditions  contained in such policies or any action or inaction
of the  applicable  Loan Parties or others  insured under such  policies,  (iii)
provide a waiver of any right of the insurers to set off or  counterclaim or any
other deduction,  whether by attachment or otherwise,  (iv) provide that any and
all rights of  subrogation  which the insurers may have or acquire  shall be, at
all times and in all respects,  junior and  subordinate  to the prior payment in
full of the Indebtedness  hereunder and that no insurer shall exercise or assert
any right of subrogation until such time as the Indebtedness  hereunder has been
paid in full and the Commitments  have  terminated,  (v) provide,  except in the
case of public liability insurance and workmen's  compensation  insurance,  that
all insurance  proceeds for losses of less than $250,000  shall be adjusted with
and payable to the applicable  Loan Parties and that all insurance  proceeds for
losses  of  $250,000  or  more  shall  be  adjusted  with  and  payable  to  the
Administrative  Agent,  (vi)  include  effective  waivers by the  insurer of all
claims for insurance  premiums against the  Administrative  Agent, (vii) provide
that no cancellation of such policies for any reason  (including  non-payment of
premium) nor any change  therein  shall be effective  until at least thirty (30)
days  after  receipt  by the  Administrative  Agent of  written  notice  of such
cancellation  or change,  (viii) be primary without right of contribution of any
other insurance carried by or on behalf of any additional  insureds with respect
to their respective interests in the Collateral,  and (ix) provide that inasmuch
as the policy  covers more than one  insured,  all terms,  conditions,  insuring
agreements and  endorsements  (except  limits of liability)  shall operate as if
there were a separate policy covering each insured.  The applicable Loan Parties
shall  notify the  Administrative  Agent  promptly of any  occurrence  causing a
material  loss or  decline  in value of the  Collateral  and the  estimated  (or
actual, if available) amount of such loss or decline. Any monies received by the
Administrative  Agent constituting  insurance proceeds or condemnation  proceeds
(pursuant to the Mortgage) may, at the option of the  Administrative  Agent, (i)
be  applied  by the  Administrative  Agent to the  payment  of the Loans in such
manner  as the  Administrative  Agent  may  reasonably  determine,  or  (ii)  be
disbursed to the applicable Loan Parties on such terms as are deemed appropriate
by the  Administrative  Agent for the repair,  restoration and/or replacement of
property in respect of which such proceeds were received.

                         8.1.4  Maintenance of Properties and Leases.
                                ------------------------------------

                         Each Loan  Party  shall,  and shall  cause  each of its
Subsidiaries to, maintain in good repair,  working order and condition (ordinary
wear  and tear  excepted)  in  accordance  with the  general  practice  of other
businesses of similar  character  and size,  all of those  properties  useful or
necessary to its business,  and from time to time,  such Loan Party will make or
cause to be made all appropriate repairs, renewals or replacements thereof.

                         8.1.5  Maintenance of Patents, Trademarks, Etc.
                                ---------------------------------------

                         Each Loan  Party  shall,  and shall  cause  each of its
Subsidiaries  to,  maintain  in full force and effect all  patents,  trademarks,
service marks, trade names, copyrights,  licenses, franchises, permits and other
authorizations  necessary for the ownership and operation of its  properties and
business  if the  failure so to maintain  the same would  constitute  a Material
Adverse Change.

                         8.1.6  Visitation Rights.
                                -----------------

                         Each Loan  Party  shall,  and shall  cause  each of its
Subsidiaries  to,  permit  any  of  the  officers  or  authorized  employees  or
representatives of the  Administrative  Agent or any of the Lenders to visit and
inspect any of its  properties  and to examine and make  excerpts from its books
and records and discuss its business  affairs,  finances  and accounts  with its
officers,  all in such  detail  and at such  times  and as  often  as any of the
Lenders may  reasonably  request,  provided  that each Lender shall  provide the
Borrower,  the Co-Borrower and the  Administrative  Agent with reasonable notice
prior to any visit or inspection.  In the event any Lender desires to conduct an
audit of any Loan Party, such Lender shall conduct such audit  contemporaneously
with any audit to be performed by the Administrative Agent.

                         8.1.7  Keeping of Records and Books of Account.
                                ---------------------------------------

                         The Borrower shall,  and shall cause each Subsidiary of
the  Borrower to,  maintain  and keep proper  books of record and account  which
enable the  Borrower  and its  Subsidiaries  to issue  financial  statements  in
accordance  with  GAAP  and as  otherwise  required  by  applicable  Laws of any
Official  Body having  jurisdiction  over the Borrower or any  Subsidiary of the
Borrower,  and in which  full,  true and  correct  entries  shall be made in all
material respects of all its dealings and business and financial affairs.

                         8.1.8  Plans and Benefit Arrangements.
                                ------------------------------

                         The Borrower  shall,  and shall cause each other member
of the ERISA Group to,  comply with ERISA,  the Internal  Revenue Code and other
applicable Laws applicable to Plans and Benefit  Arrangements  except where such
failure,  alone or in conjunction with any other failure,  would not result in a
Material Adverse Change.  Without limiting the generality of the foregoing,  the
Borrower shall cause all of its Plans and all Plans  maintained by any member of
the ERISA Group to be funded in accordance with the minimum funding requirements
of ERISA and shall make,  and cause each member of the ERISA Group to make, in a
timely  manner,  all  contributions  due  to  Plans,  Benefit  Arrangements  and
Multiemployer Plans.

                         8.1.9  Compliance with Laws.
                                --------------------

                         Each Loan  Party  shall,  and shall  cause  each of its
Subsidiaries  to, comply with all applicable Laws,  including all  Environmental
Laws, in all respects, provided that it shall not be deemed to be a violation of
this  Section  8.1.9 if any  failure to comply  with any Law would not result in
fines,  penalties,  remediation costs,  other similar  liabilities or injunctive
relief which in the aggregate would constitute a Material Adverse Change.

                         8.1.10  Use of Proceeds.
                                 ---------------

                         8.1.10.1 General.
                                  -------

                         The Loan Parties will use the Letters of Credit and the
proceeds of the Loans only for general and administrative  expense purposes, for
working capital, and for payments not in excess of $1,000,000 individually or in
the aggregate for settlement of claims and lawsuits.  The Loan Parties shall not
use the Letters of Credit and the proceeds of the Loans for any  purposes  which
contravenes any applicable Law or any provision hereof.

                         8.1.10.2 Margin Stock.
                                  ------------

                         The Loan  Parties  shall  not use the  proceeds  of the
Loans to purchase margin stock as more fully provided in Section 6.1.10.

                         8.1.10.3 Section 20 Subsidiaries.
                                  -----------------------

                         The Loan Parties will not, directly or indirectly,  use
any  portion  of the  proceeds  of the  Loans  (i)  knowingly  to  purchase  any
Ineligible  Securities  from a Section 20 Subsidiary  during any period in which
such Section 20 Subsidiary  makes a market in such Ineligible  Securities,  (ii)
knowingly to purchase  during the  underwriting or placement  period  Ineligible
Securities being underwritten or privately placed by a Section 20 Subsidiary, or
(iii) to make  payments  of  principal  or  interest  on  Ineligible  Securities
underwritten  or privately  placed by as Section 20 Subsidiary  and issued by or
for the benefit of any Loan Party or any Affiliate of any Loan Party.

                         8.1.11  Further Assurances.
                                 ------------------

                         Each  Loan  Party  shall,  from  time to  time,  at its
expense,  faithfully preserve and protect the Administrative Agent's Lien on and
Prior  Security  Interest  in the  Collateral  as a  continuing  first  priority
perfected Lien,  subject only to Permitted  Liens,  and shall do such other acts
and things as the Administrative Agent in its sole discretion may deem necessary
or  advisable  from time to time in order to  preserve,  perfect and protect the
Liens  granted  under the Loan  Documents and to exercise and enforce its rights
and remedies thereunder with respect to the Collateral.

                         8.1.12  Subordination of Intercompany Loans.
                                 -----------------------------------

                         Each  Loan   Party   shall   cause   any   intercompany
Indebtedness,  loans or advances  owed by any Loan Party to any other Loan Party
to be  subordinated  pursuant  to the  terms of the  Intercompany  Subordination
Agreement.

                         8.1.13  Interest Rate Protection.
                                 ------------------------

                         The Loan  Parties  shall enter into or maintain  one or
more interest  rate  protection  agreements  with one or more of the Lenders and
with the prior consent of the  Administrative  Agent, which consent shall not be
unreasonably  withheld.  Such interest rate protection agreements shall be in an
amount of at least (i) during the period from the Closing Date through  December
30, 2002,  $180,000,000,  (ii) during the period from December 31, 2002, through
May 30, 2003,  $160,000,000,  and (iii) during the period from and after May 31,
2003,  $100,000,000  (the  interest  rate  protection  agreements  entered  into
pursuant to this Section  8.1.13 are  collectively  referred to as the "Interest
Rate Protection  Agreements").  Such Interest Rate Protection  Agreements  shall
contain such terms and  conditions as shall be acceptable to the  Administrative
Agent.  Documentation  for the Interest Rate Protection  Agreement shall be in a
standard  International Swap Dealer Association  Agreement and shall provide for
the method of  calculating  the  reimbursable  amount of the  provider's  credit
exposure in a reasonable and customary  manner.  Such financial  institution (if
other  than a Lender)  may be  granted a  security  interest  in the  Collateral
pursuant  to the Loan  Documents  and receive a Lien pari passu with the Lien of
the Administrative Agent upon terms acceptable to the Administrative Agent.

                         8.1.14  Rights of Lenders to Issuance of Warrants.
                                 -----------------------------------------

                         In the event that the  Leverage  Ratio of the  Borrower
and its Subsidiaries, as measured at June 30, 2003, for the four fiscal quarters
of the  Borrower  then  ended,  is equal to or  greater  than 2.25 to 1.00,  the
Borrower shall issue to the Lenders warrants (the "Lender Warrants") in the form
of Exhibit  8.1.14 for the  purchase of Common  Stock of the  Borrower and shall
execute and deliver the  Registration  Rights Agreement in the form provided for
in the Lender Warrants. The shares of Common Stock which will be obtained by the
Lenders upon the exercise of the Lender  Warrants  shall equal  fifteen  percent
(15%) of the total outstanding voting power of all the outstanding Shares of the
Borrower  immediately  prior to the exercise of the Lender Warrants.  The Lender
Warrants  shall be allocated  to the Lenders  based upon each  Lender's  Ratable
Share. The Borrower shall at all times maintain  sufficient number of authorized
Shares  of its  Common  Stock to  permit  the  exercise  by the  Lenders  of the
conversion  of the  Lender  Warrants  into  Shares  of the  Common  Stock of the
Borrower.

                    8.2  Negative Covenants.
                         ------------------

                    The Loan Parties, jointly and severally,  covenant and agree
that until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings and interest thereon, expiration or termination of all Letters
of Credit,  satisfaction of all of the Loan Parties' other Obligations hereunder
and  termination  of the  Commitments,  the Loan  Parties  shall comply with the
following negative covenants:

                         8.2.1  Indebtedness.
                                ------------

                         Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, at any time create, incur, assume or suffer
to exist any Indebtedness, except:

                                (i) Indebtedness under the Loan Documents;

                                (ii)  Existing  Indebtedness  as  set  forth  on
Schedule  8.2.1(including any extensions or renewals thereof,  provided there is
no  increase  in the  amount  thereof or other  significant  change in the terms
thereof unless otherwise specified on Schedule 8.2.1;

                                (iii) Capitalized and operating leases as and to
the extent permitted under Section 8.2.15;

                                (iv)  Indebtedness  secured  by  Purchase  Money
Security Interests not exceeding $100,000;

                                (v) Indebtedness of a Loan Party to another Loan
Party which is subordinated in accordance with the provisions of Section 8.1.12;

                                (vi)  Indebtedness  incurred in connection  with
Permitted  Acquisitions  provided that after giving effect thereto, no Potential
Default or Event of Default exists; and

                                (vii) other unsecured Indebtedness not exceeding
$15,000,000 at any one time outstanding.

                         8.2.2  Liens.
                                -----

                         Each of the Loan  Parties  shall  not,  and  shall  not
permit any of its Subsidiaries to, at any time create,  incur,  assume or suffer
to exist any Lien on any of its property or assets, tangible or intangible,  now
owned or  hereafter  acquired,  or  agree  or  become  liable  to do so,  except
Permitted Liens.

                         8.2.3  Guaranties.
                                ----------

                         Except as  described  on Schedule  7.1.16,  each of the
Loan Parties shall not, and shall not permit any of its  Subsidiaries to, at any
time, directly or indirectly, become or be liable in respect of any Guaranty, or
assume,  guarantee,  become surety for,  endorse or otherwise  agree,  become or
remain directly or contingently liable upon or with respect to any obligation or
liability of any other Person,  except for (i) Guaranties of Indebtedness of the
Loan Parties permitted hereunder,  and (ii) Guaranties of Indebtedness permitted
under Section 8.2.1(vi).

                         8.2.4  Loans and Investments.
                                ---------------------

                         Each of the Loan  Parties  shall  not,  and  shall  not
permit  any of its  Subsidiaries  to,  at any  time  make or  suffer  to  remain
outstanding  any loan or  advance  to, or  purchase,  acquire  or own any stock,
bonds,  notes or securities of, or any partnership  interest (whether general or
limited) or limited  liability  company  interest in, or any other investment or
interest in, or make any capital  contribution  to, any other Person,  or agree,
become or remain liable to do any of the foregoing, except:

                         (i) trade credit  extended on usual and customary terms
in the ordinary course of business;

                         (ii) advances to employees to meet expenses incurred by
such employees in the ordinary course of business;

                         (iii) Permitted Acquisitions;

                         (iv) Permitted Investments;

                         (v)  loans,  advances  and  investments  in other  Loan
Parties,  provided however,  that additional loans,  advances and investments in
Action  Rent-to-Own   Holdings  of  South  Carolina,   Inc.,  a  South  Carolina
corporation,  shall be limited to $500,000 in the aggregate;  and  .........(vi)
the existing  investment of $7,500,000 for the seventy  percent (70%)  ownership
interest  of the  Borrower  in  dPi  Teleconnect,  L.L.C.,  a  Delaware  limited
liability company ("dPi"), and loans and advances not in excess of $4,350,000 to
dPi, provided however, that the Loan Parties' ownership interests in dPi and the
note  obligations of dPi to the Loan Parties shall continue to be pledged to the
Administrative Agent for the benefit of the Lenders. For purposes of this Credit
Agreement,  the financial  results of dPi shall be included in the  consolidated
financial  statements  of  the  Borrower,  as  determined  and  consolidated  in
accordance  with  GAAP,  but dPi shall not  otherwise  constitute  a  Subsidiary
subject  to the terms  and  conditions  of this  Credit  Agreement  and the Loan
Documents which relate to the Subsidiaries of the Loan Parties.

                         8.2.5  Dividends and Related Distributions.
                                -----------------------------------

                         Each of the Loan  Parties  shall  not,  and  shall  not
permit any of its  Subsidiaries  to,  make or pay,  or agree to become or remain
liable to make or pay, any dividend or other distribution of any nature (whether
in cash,  property,  securities or otherwise) on account of or in respect of its
shares of capital  stock,  partnership  interests or limited  liability  company
interests on account of the purchase,  redemption,  retirement or acquisition of
its  shares  of  capital  stock  (or  warrants,  options  or  rights  therefor),
partnership  interests or limited liability company  interests,  except that the
Loan Parties may make dividends or other  distributions  payable to another Loan
Party.

                         8.2.6  Liquidations, Mergers, Consolidations,
                                Acquisitions.
                                --------------------------------------

                         Each of the Loan  Parties  shall  not,  and  shall  not
permit any of its Subsidiaries  to, dissolve,  liquidate or wind-up its affairs,
or become a party to any merger or consolidation,  or acquire by purchase, lease
or  otherwise  all or  substantially  all of the assets or capital  stock of any
other Person, provided that

                                (1) any Loan Party other than the  Borrower  and
the  Co-Borrower  may  consolidate  or merge into  another  Loan Party  which is
wholly-owned by one or more of the other Loan Parties,  provided,  that Borrower
and the  Co-Borrower  shall  deliver to the  Administrative  Agent copies of the
applicable merger or consolidation  documentation  within five (5) Business Days
after the effective  date of such merger or  consolidation  and the  appropriate
Loan Parties shall  promptly  thereafter  (but in no event in less than five (5)
Business Days after the  Administrative  Agent's request  therefore) execute and
deliver to the Administrative Agent new UCC-1 financing statements or amendments
to filed UCC-1  financing  statements,  as  appropriate in the discretion of the
Administrative  Agent,  and take such other  action as is  necessary to maintain
first   priority  Liens  in  the  assets  of  the  parties  to  such  merger  or
consolidation;

                                (2) with the prior  written  consent  of all the
Lenders,  any Loan Party may acquire,  whether by purchase or by merger, (A) all
of the ownership  interests of another Person or (B) substantially all of assets
of another  Person or of a business  or  division  of  another  Person  (each an
"Permitted  Acquisition"),  provided that each of the following  requirements is
met:

                                    (i)  such  Person  shall  be a  corporation,
limited  liability  company or other entity with respect to applicable state law
providing  that the  owners of all stock or other  ownership  interests  in such
entity shall not be liable for any  obligations of such entity or for the claims
of any creditors thereof,

                                    (ii) if the Loan Parties are  acquiring  the
ownership  interests  in such  Person,  such  Person  shall  execute a Guarantor
Joinder and join this  Agreement  as a Guarantor  pursuant to Section  11.18 and
such  Person and its owners  shall  grant Liens in the assets and stock or other
ownership interests in such Person and otherwise comply with Section 11.18 on or
before the date of such Permitted Acquisition,

                                    (iii)  the  board  of   directors  or  other
equivalent  governing  body of such Person shall have  approved  such  Permitted
Acquisition  and the Loan Parties  shall have  delivered to the Lenders  written
evidence of such approval prior to such Permitted Acquisition,

                                    (iv) the business acquired,  or the business
conducted  by the  Person  whose  ownership  interests  are being  acquired,  as
applicable,  (x) shall be  substantially  the same as the Line of  Business  (y)
shall have  Consolidated  Cash Flow from  Operations,  as measured  for the four
fiscal quarters of such business  preceding the date of the  acquisition,  of at
least $1.00, and (z) shall comply with Section 8.2.10,

                                    (v) no Potential Default or Event of Default
shall  exist  immediately  prior to and after  giving  effect to such  Permitted
Acquisition,

                                    (vi) the Borrower and the Co-Borrower  shall
have given the  Administrative  Agent  quarterly  compliance  certificate of the
Borrower in the form of Exhibit 8.3.4 which  evidences  that after giving effect
to the Permitted  Acquisition and any Loans to be made in connection  therewith,
the Borrower is not in default with respect the  covenants  set forth in Section
8.2.16,

                                    (vii)  any  Consideration  given by the Loan
Parties in the form of  Indebtedness to be paid at a date after the closing date
of the  Permitted  Acquisition  shall be  subordinated  to the  Loans  and other
Obligations on terms and conditions  satisfactory to the  Administrative  Agent,
and

                                    (viii) the Loan Parties shall have delivered
to the Lenders such  opinions of counsel in form and substance  satisfactory  to
the Administrative  Agent or such other evidence as shall be satisfactory to the
Administrative  Agent  in its sole  discretion  that  the  Loan  Parties  are in
compliance  with all applicable  Law in any additional  states in which the Loan
Parties do business after the consummation of the Permitted Acquisition; and

                                (3) the Borrower or the  Co-Borrower may acquire
assets of retail  store  sites from  Persons in the same Line of Business as the
Loan  Parties in the  ordinary  course of business as  permitted  under  Section
8.2.7(iv).

                         8.2.7  Dispositions of Assets or Subsidiaries.
                                --------------------------------------

                         Each of the Loan  Parties  shall  not,  and  shall  not
permit any of its  Subsidiaries  to, sell,  convey,  assign,  lease,  abandon or
otherwise  transfer  or dispose of,  voluntarily  or  involuntarily,  any of its
properties  or assets,  tangible  or  intangible  (including  sale,  assignment,
discount or other  disposition  of accounts,  contract  rights,  chattel  paper,
equipment or general  intangibles  with or without recourse or of capital stock,
shares of  beneficial  interest,  partnership  interests  or  limited  liability
company interests of a Subsidiary of such Loan Party), except:

                                (i) transactions involving the sale of inventory
in the ordinary course of business;

                                (ii)  any  sale,  transfer,  rental  or lease of
assets in the  ordinary  course of  business  which are no longer  necessary  or
required  in the  conduct of such Loan  Party's or such  Subsidiary's  business,
including, without limitation, assets relating to closings of retail store sites
of the Loan Parties,  so long as the net after-tax  cash proceeds (as reasonably
estimated  by the  Borrower  and the  Co-Borrower)  are  applied as a  mandatory
prepayment of the Term Loans in accordance with the provisions of Section 5.5.2;

                                (iii) any sale,  transfer  or lease of assets by
any wholly owned Subsidiary of such Loan Party to another Loan Party;

                                (iv) any  sale,  transfer  or lease of assets in
the ordinary course of business which are replaced by substitute assets acquired
or  leased  within  the  parameters  of  Section  8.2.15,   including,   without
limitation, the exchange of assets of retail store sites of the Loan Parties for
assets of retail store sites of Persons in the same Line of Business as the Loan
Parties,  provided (x) such substitute  assets are subject to the Lenders' Prior
Security Interest and (y) the net after-tax cash proceeds, if any (as reasonably
estimated  by the  Borrower  and the  Co-Borrower)  are  applied as a  mandatory
prepayment of the Term Loans in accordance  with the provisions of Section 5.5.2
above; or

                                (v) any sale, transfer or lease of assets, other
than those  specifically  excepted  pursuant to clauses (i) through  (iv) above,
which is approved by the Required Lenders so long as the after-tax  proceeds (as
reasonably  estimated  by the  Borrower  and the  Co-Borrower)  are applied as a
mandatory  prepayment  of the Term Loans in  accordance  with the  provisions of
Section 5.5.2 above.

                         8.2.8  Affiliate Transactions.
                                ----------------------

                         Each of the Loan  Parties  shall  not,  and  shall  not
permit  any of its  Subsidiaries  to,  enter  into or carry out any  transaction
(including  purchasing property or services from or selling property or services
to any Affiliate of any Loan Party or other Person)  unless such  transaction is
not  otherwise  prohibited  by this  Agreement,  is entered into in the ordinary
course of business upon fair and  reasonable  arm's-length  terms and conditions
which are fully disclosed to the Administrative  Agent and is in accordance with
all applicable Law.

                         8.2.9  Subsidiaries, Partnerships and Joint Ventures.
                                ---------------------------------------------

                         Each of the Loan  Parties  shall  not,  and  shall  not
permit any of its  Subsidiaries  to, own or create  directly or  indirectly  any
Subsidiaries  other than (i) any  Subsidiary  which has joined this Agreement as
Guarantor on the Closing Date; (ii) any Subsidiary formed after the Closing Date
which joins this Agreement as a Guarantor  pursuant to Section  11.18,  provided
that the Required Lenders shall have consented to such formation and joinder and
that such Subsidiary and the Loan Parties, as applicable,  shall grant and cause
to be perfected first priority Liens to the Administrative Agent for the benefit
of the Lenders in the assets held by, and stock of or other ownership  interests
in, such  Subsidiary;  and (iii) the  investment  in dPi permitted in accordance
with Section  8.2.4(vi).  Each of the Loan Parties  shall not become or agree to
(1) become a general or limited  partner in any general or limited  partnership,
except that the Loan  Parties  may be general or limited  partners in other Loan
Parties,  (2) become a member or manager of, or hold a limited liability company
interest  in, a limited  liability  company  (other than the  investment  in dPi
permitted in accordance  with Section  8.2.4(vi)),  except that the Loan Parties
may be members or managers of, or hold limited  liability  company interests in,
other Loan  Parties,  or (3)  become a joint  venturer  or hold a joint  venture
interest in any joint venture.

                         8.2.10  Continuation of or Change in Business.
                                 -------------------------------------

                         Each of the Loan  Parties  shall  not,  and  shall  not
permit any of its Subsidiaries to, engage in any business other than the Line of
Business  substantially  as  conducted  and  operated  by  such  Loan  Party  or
Subsidiary  during the present  fiscal year,  and such Loan Party or  Subsidiary
shall not permit any material change in such business.

                         8.2.11  Plans and Benefit Arrangements.
                                 ------------------------------

                         Each of the Loan  Parties  shall  not,  and  shall  not
permit any of its Subsidiaries to:

                                (i)  fail  to  satisfy   the   minimum   funding
requirements of ERISA and the Internal Revenue Code with respect to any Plan;

                                (ii) request a minimum  funding  waiver from the
Internal Revenue Service with respect to any Plan;

                                (iii)  engage in a Prohibited  Transaction  with
any  Plan,  Benefit  Arrangement  or  Multiemployer  Plan  which,  alone  or  in
conjunction with any other  circumstances  or set of circumstances  resulting in
liability under ERISA, would constitute a Material Adverse Change;

                                (iv)  permit  the  aggregate  actuarial  present
value of all  benefit  liabilities  (whether  or not  vested)  under  each Plan,
determined  on a  plan  termination  basis,  as  disclosed  in the  most  recent
actuarial  report  completed  with  respect to such Plan,  to exceed,  as of any
actuarial valuation date, the fair market value of the assets of such Plan;

                                (v) fail to make  when due any  contribution  to
any Multiemployer Plan that the Borrower or any member of the ERISA Group may be
required to make under any agreement relating to such Multiemployer Plan, or any
Law pertaining thereto;

                                (vi) withdraw (completely or partially) from any
Multiemployer  Plan or withdraw (or be deemed under Section  4062(e) of ERISA to
withdraw) from any Multiple  Employer Plan,  where any such withdrawal is likely
to result in a material  liability  of the  Borrower  or any member of the ERISA
Group;

                                (vii)  terminate,  or institute  proceedings  to
terminate,  any Plan,  where such  termination is likely to result in a material
liability to the Borrower or any member of the ERISA Group;

                                (viii)  make  any  amendment  to any  Plan  with
respect to which security is required under Section 307 of ERISA; or

                                (ix) fail to give any and all  notices  and make
all disclosures and  governmental  filings  required under ERISA or the Internal
Revenue  Code,  where such  failure  is likely to result in a  Material  Adverse
Change.

                         8.2.12  Fiscal Year.
                                 -----------

                         The Borrower and the  Co-Borrower  shall not, and shall
not permit any  Subsidiary  of the Borrower to,  change its fiscal year from the
twelve-month period beginning October 1 and ending September 30.

                         8.2.13  Issuance of Stock.
                                 -----------------

                         Each of the Loan  Parties  shall  not,  and  shall  not
permit any of its  Subsidiaries  to, issue any additional  shares of its capital
stock or any options,  warrants or other rights in respect thereof,  except that
the Borrower may issue  additional  Shares of capital stock and warrants (i) for
Permitted  Acquisitions in accordance  with the provisions of Section  8.2.6(2),
(ii) for  distribution to employees as provided for under the stock option plans
and 401(k) plans set forth on Schedule  6.1.21 as in effect on the Closing Date,
(iii)  in  connection  with the  Mass  Mutual  Warrants,  (iv)  pursuant  to the
requirements of Section 8.1.14, and (v) if the net cash proceeds of the issuance
are  used by the  Borrower  to  reduce  (a) the  Loans  outstanding  under  this
Agreement, and (b) the Commitments of the Lenders.

                         8.2.14  Changes in Organizational Documents.
                                 -----------------------------------

                         Each of the Loan  Parties  shall  not,  and  shall  not
permit any of its  Subsidiaries  to,  amend in any  respect its  certificate  or
articles of incorporation  (including any provisions or resolutions  relating to
capital  stock),  by-laws,  certificate  of  limited  partnership,   partnership
agreement,  certificate  of  formation,  articles  of  organization,   operating
agreement,  regulations or other  organizational  documents without providing at
least thirty (30)  calendar  days' prior  written  notice to the  Administrative
Agent and the  Lenders  and,  in the event such  change  would be adverse to the
Lenders  as  determined  by the  Administrative  Agent in its  sole  discretion,
obtaining the prior written consent of the Required Lenders.

                         8.2.15  Capital Expenditures and Leases.
                                 -------------------------------

                         Excluding the purchase of Rental  Merchandise,  each of
the Loan  Parties  shall not, and shall not permit any of its  Subsidiaries  to,
make any payments  exceeding  $20,000,000 in the aggregate in any fiscal year on
account  of the  purchase  or  lease of any  assets  which  if  purchased  would
constitute fixed assets or which if leased would constitute a capitalized lease,
or any  payments  exceeding  $1,000,000  in the  aggregate in any fiscal year on
account of the rental or lease of real or personal  property of any other Person
which does not constitute a capitalized lease (other than leases of retail store
sites and motor vehicles), and all such capital expenditures and leases shall be
made under usual and customary terms and in the ordinary course of business.

                         8.2.16  Maximum Leverage Ratio (Total Funded Debt).
                                 ------------------------------------------

                         The Loan Parties shall not permit the Leverage Ratio of
the  Borrower  and its  Subsidiaries,  as  calculated  at the end of each fiscal
quarter of the Borrower, to exceed the ratios set forth below for the applicable
periods set forth below.
<TABLE>
<CAPTION>


                                     Period                                 Ratio

<S>                 <C>   <C>                                           <C>     <C>
                    12/31/01                                            5.75 to 1.00

                    3/31/02                                             4.50 to 1.00

                    6/30/02                                             4.00 to 1.00

                    9/30/02 through 3/31/03                             3.50 to 1.00

                    6/30/03                                             3.25 to 1.00

                    9/30/03 and thereafter                              3.00 to 1.00


</TABLE>


                         In calculating the Leverage Ratio, (x) the Consolidated
Cash Flow from Operations  included in such  calculation  shall be determined as
follows: (i) at December 31, 2001, for the fiscal quarter then ended, multiplied
by four,  (ii) at  March  31,  2002,  for the two  fiscal  quarters  then  ended
multiplied by two,  (iii) at June 30, 2002,  for the three fiscal  quarters then
ended,  multiplied by 1.33,  and (iv) at September  30, 2002,  and at the end of
each fiscal quarter thereafter, for the four fiscal quarters then ended, and (y)
Occupancy  Expense  included in such shall  calculation  shall be  determined as
follows: (i) at December 31, 2001, for the fiscal quarter then ended, multiplied
by four, which product is then multiplied by three,  (ii) at March 31, 2002, for
the two fiscal  quarters  then ended  multiplied  by two,  which product is then
multiplied by three (iii) at June 30, 2002,  for the three fiscal  quarters then
ended,  multiplied by 1.33,  which product is then multiplied by three, and (iv)
at September 30, 2002, and at the end of each fiscal quarter thereafter, for the
four fiscal quarters then ended, multiplied by three.

                         8.2.17  [Intentionally Omitted].
                                 -----------------------

                         8.2.18  Minimum Interest Coverage Ratio.
                                 -------------------------------

                         The Loan Parties shall not permit the Interest Coverage
Ratio of the Borrower and its  Subsidiaries,  as  calculated  at the end of each
fiscal  quarter of the Borrower,  to be less than the ratios set forth below for
the applicable periods set forth below.


                    Period                                   Ratio

   Closing Date through 12/31/01                        Not applicable

   3/31/02 through 6/30/02                               1.00 to 1.00

   9/30/02 through 12/31/02                              1.25 to 1.00

   3/31/03 and thereafter                                1.50 to 1.00


                         In  calculating  the  Interest   Coverage  Ratio,   the
Consolidated Adjusted Cash Flow from Operations and interest expense included in
such  calculation  shall be measured as follows:  (i) at March 31, 2002, for the
two fiscal  quarters  then ended,  (ii) at June 30,  2002,  for the three fiscal
quarters  then ended,  and (iii) at September  30, 2002,  and at the end of each
fiscal quarter thereafter, for the four fiscal quarters then ended.

                         8.2.19  Minimum Net Worth.
                                 -----------------

                         The Borrower shall not at any time permit  Consolidated
Net Worth to be less than the Base Net Worth.

                         8.2.20  Fixed Charge Coverage Ratio.
                                 ---------------------------

                         The Loan  Parties  shall not  permit  the Fixed  Charge
Coverage Ratio of the Borrower and its Subsidiaries, as calculated at the end of
each fiscal quarter of the Borrower,  to be less than the ratios set forth below
for the applicable periods set forth below.


                    Period                                        Ratio

         Closing Date through 12/31/01                         Not applicable

            3/31/02 through 6/30/02                             0.75 to 1.00

            9/30/02 and thereafter                              1.00 to 1.00


                         In calculating  the Fixed Charge  Coverage  Ratio,  the
Consolidated Cash Flow from Operations and the Fixed Charges expense included in
such  calculation  shall be measured as follows:  (i) at March 31, 2002, for the
two fiscal  quarters  then ended,  (ii) at June 30,  2002,  for the three fiscal
quarters  then ended,  and (iii) at September  30, 2002,  and at the end of each
fiscal quarter thereafter, for the four fiscal quarters then ended.

                         8.2.21  Rental Merchandise Usage.
                                 ------------------------

                         The Loan  Parties  shall  not  permit  the value of the
Rental  Merchandise under lease pursuant to Rental Contracts to be less than 77%
of the total value of Rental Merchandise held for rental under rental contracts,
as  measured  at the end of  each  fiscal  quarter  of the  Borrower  commencing
September  30, 2001 and  thereafter.  For purposes of this Section  8.2.21,  the
value of the  Rental  Merchandise  shall be as it is  recorded  on the books and
records of the Loan Parties, determined in accordance with GAAP and the value of
any jewelry shall be excluded from all calculations made. The Loan Parties shall
not permit the value of idle jewelry to exceed 7.5% of the total value of Rental
Merchandise,  as  measured  at the end of each  fiscal  quarter of the  Borrower
commencing September 30, 2001.

                    8.3  Reporting Requirements.
                         ----------------------

                    The Loan Parties, jointly and severally,  covenant and agree
that until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings and interest thereon, expiration or termination of all Letters
of Credit,  satisfaction of all of the Loan Parties' other Obligations hereunder
and under the other Loan Documents and termination of the Commitments,  the Loan
Parties will furnish or cause to be  furnished to the  Administrative  Agent and
each of the Lenders:

                         8.3.1  Monthly Financial Statements.
                                ----------------------------

                         As soon as  available  and in any event  within  thirty
(30)  calendar  days  after  the  end of each  calendar  month,  the  Borrower's
financial  statements,  consisting of a consolidated and  consolidating  balance
sheet as of the end of such month and  related  consolidated  and  consolidating
statements  of  income,  stockholders'  equity and cash flows for the month then
ended and the fiscal  year  through  that  date,  all in  reasonable  detail and
certified  (subject  to normal  year-end  adjustments)  by the  Chief  Executive
Officer,  President  or Chief  Financial  Officer of the Borrower as having been
prepared in accordance  with GAAP,  consistently  applied,  and setting forth in
comparative form the respective  financial statements for the corresponding date
and period in the previous fiscal year.

                         8.3.2  Quarterly Financial Statements.
                                ------------------------------

                         As soon as available and in any event within forty-five
(45) calendar  days after the end of each of the first three fiscal  quarters in
each fiscal  year,  the  quarterly  report of Form 10-Q for the Borrower and its
consolidated   financial   statements,   consisting   of  a   consolidated   and
consolidating  balance  sheet as of the end of such  fiscal  quarter and related
consolidated and consolidating  statements of income,  stockholders'  equity and
cash flows for the fiscal  quarter  then ended and the fiscal year  through that
date, all in reasonable  detail and certified  (subject to normal year-end audit
adjustments)  by the  Chief  Executive  Officer,  President  or Chief  Financial
Officer  of the  Borrower  as having  been  prepared  in  accordance  with GAAP,
consistently  applied,  and setting  forth in  comparative  form the  respective
financial  statements  for the  corresponding  date and  period in the  previous
fiscal year.

                         8.3.3  Annual Financial Statements.
                                ---------------------------

                         As soon as  available  and in any event  within  ninety
(90) days after the end of each fiscal year of the  Borrower,  the annual report
on  Form  10-K  for the  Borrower  and its  consolidated  financial  statements,
consisting of a consolidated  and  consolidating  balance sheet as of the end of
such fiscal year,  and related  consolidated  and  consolidating  statements  of
income,  stockholders' equity and cash flows for the fiscal year then ended, all
in  reasonable  detail  and  setting  forth in  comparative  form the  financial
statements as of the end of and for the preceding  fiscal year, and certified by
PriceWaterhouseCoopers   L.L.P.  or  such  other  independent  certified  public
accountants of comparable  nationally  recognized  standing  satisfactory to the
Administrative Agent in its reasonable judgment. The consolidating  statement of
income shall include a schedule  detailing the income by each retail location of
the Loan Parties.  The  certificate  or report of  accountants  shall be free of
qualifications (other than any consistency  qualification that may result from a
change in the method used to prepare the  financial  statements as to which such
accountants  concur) and shall not indicate the  occurrence  or existence of any
event,  condition or contingency  which would materially  impair the prospect of
payment or  performance  of any  covenant,  agreement  or duty of any Loan Party
under  any of the Loan  Documents.  The Loan  Parties  shall  deliver  with such
financial  statements and  certification  by their  accountants a letter of such
accountants to the Administrative Agent and the Lenders substantially (i) to the
effect that, based upon their ordinary and customary  examination of the affairs
of  the  Borrower,   performed  in  connection  with  the  preparation  of  such
consolidated  financial  statements,  and in accordance with generally  accepted
auditing  standards,  they are not aware of the  existence  of any  condition or
event which constitutes an Event of Default or Potential Default or, if they are
aware of such condition or event,  stating the nature thereof and confirming the
Borrower's calculations with respect to the certificate to be delivered pursuant
to Section  8.3.4  with  respect to such  financial  statements  and (ii) to the
effect  that  the  Lenders   are   intended  to  rely  upon  such   accountant's
certification  of the  annual  financial  statements  and that such  accountants
authorize  the Loan  Parties to deliver  such  reports  and  certificate  to the
Lenders on such accountants' behalf.

                         8.3.4  Certificate of the Borrower.
                                ---------------------------

                         Concurrently  with  the  financial  statements  of  the
Borrower  furnished to the  Administrative  Agent and to the Lenders pursuant to
Sections  8.3.2 and 8.3.3,  a  certificate  of the Borrower  signed by the Chief
Executive Officer,  President or Chief Financial Officer of the Borrower, in the
form of Exhibit  8.3.4,  to the effect  that,  except as  described  pursuant to
Section 8.3.6, (i) the  representations and warranties of the Borrower contained
in Section 6 and in the other Loan  Documents  are true on and as of the date of
such  certificate  with the same  effect  as  though  such  representations  and
warranties  had been made on and as of such  date  (except  representations  and
warranties  which  expressly  relate  solely to an earlier date or time) and the
Loan Parties have  performed  and complied  with all  covenants  and  conditions
hereof,  (ii) no Event of Default or Potential  Default exists and is continuing
on the date of such certificate and (iii) containing  calculations in sufficient
detail to  demonstrate  compliance as of the date of such  financial  statements
with all financial covenants contained in Section 8.2.

                         8.3.5  Weekly Cash Flow Forecast.
                               -------------------------

                         At least once each week and as  otherwise  requested by
the  Administrative  Agent,  provide to the Lenders a forecast which details the
Loan Parties' anticipated cash flows, including without limitation,  anticipated
receipts,  expenditures  and  borrowings of Revolving  Credit  Loans.  Each such
forecast  shall be  accompanied  by a summary  report of the Loan Parties of the
actual  receipts,  expenditures and borrowings of Revolving Credit Loans for the
previous  week and a  comparison  of such  results  to the  forecast  previously
delivered for such week.  Each cash flow  forecast  shall provide a forecast for
the next succeeding four weeks.

                         8.3.6  Notice of Default.
                                -----------------

                         Promptly  after  any  officer  of any  Loan  Party  has
learned  of the  occurrence  of an Event of  Default  or  Potential  Default,  a
certificate signed by the Chief Executive Officer,  President or Chief Financial
Officer of such Loan Party setting forth the details of such Event of Default or
Potential Default and the action which the such Loan Party proposes to take with
respect thereto.

                         8.3.7  Notice of Litigation.
                                --------------------

                         Promptly  after any Loan Party  receives  notice of the
commencement   thereof,   notice  of  all   actions,   suits,   proceedings   or
investigations  before or by any Official  Body or any other Person  against any
Loan Party or  Subsidiary  of any Loan  Party  which  relate to the  Collateral,
involve a claim or series of claims in excess of $100,000 or which if  adversely
determined would constitute a Material  Adverse Change;  within  forty-five (45)
calendar  days after the end of each  fiscal  quarter  in each  fiscal  year,  a
litigation report in form satisfactory to the Agent which provides the status of
all  litigation  in which any Loan Party is a defendant  for which the amount at
issue, individually or in the aggregate, is in excess of $1,000,000.

                         8.3.8  Certain Events.
                                --------------

                         Written notice to the Administrative Agent:

                                (i) at least  fourteen  (14) calendar days prior
thereto,  with  respect to any proposed  sale or transfer of assets  pursuant to
Section 8.2.7(ii),(iv) or (v);

                                (ii) within the time limits set forth in Section
8.2.14, any amendment to the organizational documents of any Loan Party;

                                (iii) at least fourteen (14) calendar days prior
thereto,  with  respect to any  change in any Loan  Party's  locations  from the
locations set forth in Schedule A to the Security Agreement,  other than changes
resulting from the consummation of a Permitted Acquisition; and

                                (iv) at  least  five  (5)  calendar  days  prior
thereto,  with  respect to any  change in any Loan  Party's  locations  from the
locations set forth in Schedule A to the Security  Agreement  resulting from the
consummation of a Permitted Acquisition.

                         8.3.9 Budgets, Forecasts, Other Reports and Information
                               -------------------------------------------------

                         Promptly upon becoming available to the Borrower:

                                (i)  the  annual  budget  and any  forecasts  or
projections of the Borrower, to be supplied not later than sixty (60) days prior
to  commencement  of the  fiscal  year  to  which  any of the  foregoing  may be
applicable,

                                (ii) any reports  including  management  letters
submitted to the Borrower by  independent  accountants  in  connection  with any
annual, interim or special audit,

                                (iii) any reports,  notices or proxy  statements
generally  distributed  by the Borrower to its  stockholders  on a date no later
than the date supplied to such stockholders,

                                (iv)  regular  or  periodic  reports,  including
Forms 10-K, 10-Q and 8-K, registration statements and prospectuses, filed by the
Borrower with the Securities and Exchange Commission,

                                (v) a copy of any  order  in any  proceeding  to
which the Borrower or any of its  Subsidiaries is a party issued by any Official
Body, and

                                (vi) such other reports and  information  as any
of the Lenders may from time to time reasonably request. The Borrower shall also
notify the Lenders  promptly of the  enactment  or adoption of any Law which may
result in a Material Adverse Change.

                         8.3.10 Notices Regarding Plans and Benefit Arrangements
                                ------------------------------------------------

                                8.3.10.1 Certain Events.
                                         --------------

                                Promptly upon becoming  aware of the  occurrence
thereof,  notice  (including the nature of the event and, when known, any action
taken or  threatened  by the Internal  Revenue  Service or the PBGC with respect
thereto) of:

                                (i) any  Reportable  Event  with  respect to the
Borrower  or any other  member of the ERISA  Group  (regardless  of whether  the
obligation to report said Reportable Event to the PBGC has been waived),

                                (ii)  any  Prohibited  Transaction  which  could
subject the Borrower or any other  member of the ERISA Group to a civil  penalty
assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of
the Internal  Revenue Code in connection with any Plan, any Benefit  Arrangement
or any trust created thereunder,

                                (iii)  any  assertion  of  material   withdrawal
liability with respect to any Multiemployer Plan,

                                (iv) any partial or complete  withdrawal  from a
Multiemployer  Plan by the Borrower or any other member of the ERISA Group under
Title IV of ERISA (or  assertion  thereof),  where such  withdrawal is likely to
result in material withdrawal liability,

                                (v) any cessation of operations (by the Borrower
or any other  member of the ERISA  Group)  at a  facility  in the  circumstances
described in Section 4062(e) of ERISA,

                                (vi)  withdrawal  by the  Borrower  or any other
member of the ERISA Group from a Multiple Employer Plan,

                                (vii) a  failure  by the  Borrower  or any other
member  of the  ERISA  Group  to make a  payment  to a Plan  required  to  avoid
imposition of a Lien under Section 302(f) of ERISA,

                                (viii) the  adoption of an  amendment  to a Plan
requiring  the  provision  of security  to such Plan  pursuant to Section 307 of
ERISA, or

                                (ix) any change in the actuarial  assumptions or
funding  methods  used for any  Plan,  where  the  effect  of such  change is to
materially  increase or  materially  reduce the  unfunded  benefit  liability or
obligation to make periodic contributions.

                                8.3.10.2 Notices of Involuntary Termination and
                                         Annual Reports.
                                         --------------------------------------

                                Promptly  after receipt  thereof,  copies of (a)
all notices  received by the  Borrower or any other member of the ERISA Group of
the PBGC's  intent to  terminate  any Plan  administered  or  maintained  by the
Borrower or any member of the ERISA  Group,  or to have a trustee  appointed  to
administer any such Plan; and (b) at the request of the Administrative  Agent or
any Lender  each  annual  report  (IRS Form 5500  series)  and all  accompanying
schedules,  the  most  recent  actuarial  reports,  the  most  recent  financial
information  concerning  the  financial  status  of each  Plan  administered  or
maintained by the Borrower or any other member of the ERISA Group, and schedules
showing  the  amounts  contributed  to each  such  Plan by or on  behalf  of the
Borrower or any other member of the ERISA Group in which any of their  personnel
participate or from which such personnel may derive a benefit, and each Schedule
B  (Actuarial  Information)  to the annual  report  filed by the Borrower or any
other member of the ERISA Group with the Internal  Revenue  Service with respect
to each such Plan.

                                8.3.10.3 Notice of Voluntary Termination.
                                         -------------------------------

                                Promptly upon the filing thereof,  copies of any
Form 5310, or any successor or equivalent form to Form 5310, filed with the PBGC
in connection with the termination of any Plan.

                                   9. DEFAULT
                                      -------

                    9.1  Events of Default.
                         -----------------

                    An Event of Default shall mean the occurrence or existence
of any one or more of the following events or conditions (whatever the reason
therefor and whether voluntary, involuntary or effected by operation of Law):

                         9.1.1  Payments Under Loan Documents.
                                -----------------------------

                         The  Borrower or either  Co-Borrower  shall fail to pay
any principal of any Loan (including mandatory prepayments or the payment due at
maturity),  Reimbursement  Obligation or Letter of Credit Borrowing or any other
amount owing hereunder or under the other Loan Documents after such principal or
other amount becomes due in accordance with the terms hereof or thereof,  or the
Borrower  or either  Co-Borrower  shall  fail to pay any  interest  on any Loan,
Reimbursement Obligation or Letter of Credit Borrowing within five calendar days
after such interest becomes due in accordance with the terms hereof;

                         9.1.2  Breach of Warranty.
                                ------------------

                         Any  representation or warranty made at any time by any
of the Loan  Parties  herein or by any of the Loan  Parties  in any  other  Loan
Document,  or in  any  certificate,  other  instrument  or  statement  furnished
pursuant to the provisions hereof or thereof,  shall prove to have been false or
misleading in any material respect as of the time it was made or furnished;

                         9.1.3 Breach of Negative Covenants or Visitation Rights
                               -------------------------------------------------

                         Any of the Loan Parties shall default in the observance
or  performance of any covenant  contained in Section  8.1.6,  8.1.14 or Section
8.2;

                         9.1.4  Breach of Other Covenants.
                                -------------------------

                         Any of the Loan Parties shall default in the observance
or performance of any other  covenant,  condition or provision  hereof or of any
other Loan Document and such default shall  continue  unremedied for a period of
ten (10)  Business Days after any officer of any Loan Party becomes aware of the
occurrence  thereof (such grace period to be  applicable  only in the event such
default can be remedied by  corrective  action of the Loan Parties as determined
by the Administrative Agent in its sole discretion);

                         9.1.5  Defaults in Other Agreements or Indebtedness.
                                --------------------------------------------

                         A default or event of default  shall  occur at any time
under the terms of any other agreement involving borrowed money or the extension
of credit or any other  Indebtedness under which any Loan Party or Subsidiary of
any Loan Party may be obligated as a borrower or guarantor in excess of $300,000
in the aggregate,  and such breach,  default or event of default consists of the
failure to pay  (beyond  any period of grace  permitted  with  respect  thereto,
whether waived or not) any indebtedness when due (whether at stated maturity, by
acceleration  or otherwise)  or if such breach or default  permits or causes the
acceleration  of any  indebtedness  (whether  or not such right  shall have been
waived) or the termination of any commitment to lend;

                         9.1.6  Final Judgments or Orders.
                                -------------------------

                         Any final  judgments or orders for the payment of money
in excess of $100,000 in the aggregate  shall be entered  against any Loan Party
by  a  court  having  jurisdiction  in  the  premises,  which  judgment  is  not
discharged,  vacated,  bonded or stayed pending appeal within a period of thirty
(30) days from the date of entry,  or any one or more of the Loan Parties  shall
be liable and obligated to pay cash on account of any  judgments or  settlements
of claims  and  lawsuits  which  individually  or in the  aggregate  exceed  the
insurance  coverage  available for such judgments or settlements by an amount in
excess of $1,000,000;

                         9.1.7  Loan Document Unenforceable.
                                ---------------------------

                         Any of the Loan  Documents  shall  cease  to be  legal,
valid and binding agreements enforceable against the party executing the same or
such party's  successors and assigns (as permitted  under the Loan Documents) in
accordance  with the respective  terms thereof or shall in any way be terminated
(except in accordance  with its terms) or become or be declared  ineffective  or
inoperative  or shall in any way be  challenged or contested or cease to give or
provide the respective Liens,  security interests,  rights,  titles,  interests,
remedies, powers or privileges intended to be created thereby;

                         9.1.8  Uninsured Losses; Proceedings Against Assets.
                                --------------------------------------------

                         There shall occur any material  uninsured  damage to or
loss, theft or destruction of any of the Collateral in excess of $250,000 or the
Collateral  or any  other of the  Loan  Parties'  or any of their  Subsidiaries'
assets are  attached,  seized,  levied upon or  subjected  to a writ or distress
warrant; or such come within the possession of any receiver,  trustee, custodian
or assignee for the benefit of creditors and the same is not cured within thirty
(30) days thereafter;

                         9.1.9  Notice of Lien or Assessment.
                                ----------------------------

                         A notice of Lien or  assessment  in excess of  $100,000
which is not a Permitted Lien is filed of record with respect to all or any part
of any of the Loan Parties' or any of their  Subsidiaries'  assets by the United
States, or any department,  agency or instrumentality  thereof, or by any state,
county, municipal or other governmental agency, including the PBGC, or any taxes
or  debts  owing  at any time or  times  hereafter  to any one of these  becomes
payable and the same is not paid within  thirty (30) days after the same becomes
payable;

                         9.1.10  Insolvency.
                                 ----------

                         Any Loan Party or any Subsidiary of a Loan Party ceases
to be  solvent  or  admits in  writing  its  inability  to pay its debts as they
mature;

                        9.1.11 Events Relating to Plans and Benefit Arrangements
                               -------------------------------------------------

                         Any of the following occurs:  (i) any Reportable Event,
which the Administrative  Agent determines in good faith constitutes grounds for
the  termination  of any Plan by the PBGC or the  appointment  of a  trustee  to
administer or liquidate any Plan,  shall have occurred and be  continuing;  (ii)
proceedings  shall have been  instituted  or other action taken to terminate any
Plan,  or a  termination  notice shall have been filed with respect to any Plan;
(iii) a trustee shall be appointed to administer or liquidate any Plan; (iv) the
PBGC shall give notice of its intent to institute  proceedings  to terminate any
Plan or Plans or to appoint a trustee to administer or liquidate any Plan;  and,
in the  case  of  the  occurrence  of  (i),  (ii),  (iii)  or  (iv)  above,  the
Administrative  Agent determines in good faith that the amount of the Borrower's
or either  Co-Borrower's  liability is likely to exceed 10% of Consolidated  Net
Worth less intangibles;  (v) the Borrower or any member of the ERISA Group shall
fail to make any contributions when due to a Plan or a Multiemployer  Plan; (vi)
the Borrower or any other member of the ERISA Group shall make any  amendment to
a Plan with respect to which  security is required  under  Section 307 of ERISA;
(vii) the  Borrower  or any  other  member of the  ERISA  Group  shall  withdraw
completely or partially from a  Multiemployer  Plan;  (viii) the Borrower or any
other member of the ERISA Group shall withdraw (or shall be deemed under Section
4062(e)  of  ERISA to  withdraw)  from a  Multiple  Employer  Plan;  or (ix) any
applicable  Law is adopted,  changed or  interpreted  by any Official  Body with
respect to or  otherwise  affecting  one or more Plans,  Multiemployer  Plans or
Benefit  Arrangements  and, with respect to any of the events  specified in (v),
(vi), (vii),  (viii) or (ix), the Administrative  Agent determines in good faith
that any such occurrence would be reasonably  likely to materially and adversely
affect the total enterprise represented by the Borrower and the other members of
the ERISA Group;

                         9.1.12  Cessation of Business.
                                 ---------------------

                         Any Loan Party or  Subsidiary of a Loan Party ceases to
conduct its  business  as  contemplated,  except as  expressly  permitted  under
Section  8.2.6 or 8.2.7,  or any Loan  Party or  Subsidiary  of a Loan  Party is
enjoined,  restrained or in any way prevented by court order from conducting all
or any material  part of its business  and such  injunction,  restraint or other
preventive  order is not  dismissed  within  thirty  (30)  days  after the entry
thereof;

                         9.1.13  Change of Control.
                                 -----------------

                         (i)  An  Acquiring  Person  shall  have  acquired,   or
obtained the right to acquire,  legal or beneficial  ownership of 50% or more of
the  outstanding  shares  of the  Voting  Stock  of the  Borrower;  (ii) all the
outstanding  partnership  interests  and capital  stock,  as the case may be, of
either  Co-Borrower  shall cease to be owned  beneficially  and of record by the
Borrower,  the Borrower's direct and indirect wholly-owned  Subsidiaries or some
combination  of  the  foregoing,  or  (iii)  within  a  period  of  twelve  (12)
consecutive  calendar months,  individuals who were directors of the Borrower on
the first day of such period  shall cease to  constitute a majority of the board
of directors of the Borrower;

                         9.1.14  Involuntary Proceedings.
                                 -----------------------

                         A  proceeding  shall  have been  instituted  in a court
having  jurisdiction  in the  premises  seeking a decree or order for  relief in
respect of any Loan Party or Subsidiary of a Loan Party in an  involuntary  case
under any applicable bankruptcy, insolvency, reorganization or other similar law
now or hereafter in effect,  or for the  appointment of a receiver,  liquidator,
assignee, custodian, trustee, sequestrator, conservator (or similar official) of
any Loan Party or  Subsidiary  of a Loan Party for any  substantial  part of its
property,  or for  the  winding-up  or  liquidation  of its  affairs,  and  such
proceeding  shall remain  undismissed  or unstayed and in effect for a period of
thirty  (30)  consecutive  days or such  court  shall  enter a  decree  or order
granting any of the relief sought in such proceeding; or

                         9.1.15  Voluntary Proceedings.
                                 ---------------------

                         Any Loan  Party or  Subsidiary  of a Loan  Party  shall
commence  a  voluntary  case  under  any  applicable   bankruptcy,   insolvency,
reorganization or other similar law now or hereafter in effect, shall consent to
the entry of an order for relief in an  involuntary  case under any such law, or
shall consent to the appointment or taking possession by a receiver, liquidator,
assignee,  custodian,  trustee,  sequestrator,  conservator  (or  other  similar
official) of itself or for any substantial  part of its property or shall make a
general assignment for the benefit of creditors,  or shall fail generally to pay
its debts as they become due, or shall take any action in  furtherance of any of
the foregoing.

                    9.2  Consequences of Event of Default.
                         --------------------------------

                         9.2.1  Events of Default Other Than Bankruptcy,
                                Insolvency or Reorganization Proceedings.
                                -----------------------------------------

                         If an Event of Default  specified  under Sections 9.1.1
through 9.1.13 shall occur and be continuing, the Lenders and the Administrative
Agent  shall be under no further  obligation  to make Loans or issue  Letters of
Credit,  as the case may be,  and the  Administrative  Agent  may,  and upon the
request of the Required Lenders, shall (i) by written notice to the Borrower and
the  Co-Borrower,  declare  the  unpaid  principal  amount  of  the  Notes  then
outstanding  and all  interest  accrued  thereon,  any unpaid fees and all other
Indebtedness  of the Borrower and the  Co-Borrower to the Lenders  hereunder and
thereunder to be forthwith due and payable,  and the same shall thereupon become
and be immediately due and payable to the  Administrative  Agent for the benefit
of each Lender without presentment,  demand,  protest or any other notice of any
kind, all of which are hereby  expressly  waived,  and (ii) require the Borrower
and the Co-Borrower to, and the Borrower and the  Co-Borrower  shall  thereupon,
deposit in a non-interest bearing account with the Administrative Agent, as cash
collateral for its Obligations under the Loan Documents,  an amount equal to the
maximum amount currently or at any time thereafter  available to be drawn on all
outstanding  Letters of Credit,  and the  Borrower  and the  Co-Borrower  hereby
pledge  to  the  Administrative  Agent  and  the  Lenders,  and  grants  to  the
Administrative  Agent and the Lenders a security  interest  in, all such cash as
security for such Obligations. Upon the curing of all existing Events of Default
to the  satisfaction of the Required  Lenders,  the  Administrative  Agent shall
return such cash collateral to the Borrower and the Co-Borrower; and

                         9.2.2  Bankruptcy, Insolvency or Reorganization
                                Proceedings.
                                ----------------------------------------

                         If an Event of Default  specified  under Section 9.1.14
or 9.1.15 shall occur, the Lenders shall be under no further obligations to make
Loans hereunder and the unpaid  principal  amount of the Notes then  outstanding
and all interest accrued thereon,  any unpaid fees and all other Indebtedness of
the Borrower and the Co-Borrower to the Lenders  hereunder and thereunder  shall
be immediately due and payable,  without presentment,  demand, protest or notice
of any kind, all of which are hereby expressly waived; and

                         9.2.3  Set-off.
                                -------

                         If an Event of Default  shall occur and be  continuing,
any Lender to whom any  Obligation is owed by any Loan Party  hereunder or under
any other Loan  Document or any  participant  of such Lender which has agreed in
writing  to be  bound  by the  provisions  of  Section  10.13  and  any  branch,
Subsidiary  or  Affiliate  of such Lender or  participant  anywhere in the world
shall have the right, in addition to all other rights and remedies  available to
it, without notice to such Loan Party,  to set-off against and apply to the then
unpaid  balance of all the Loans and all other  Obligations  of the Borrower and
the  Co-Borrower  and the other Loan  Parties  hereunder or under any other Loan
Document  any debt  owing to,  and any other  funds  held in any  manner for the
account  of,  the  Borrower,  the  Co-Borrower  or such other Loan Party by such
Lender or participant or by such branch, Subsidiary or Affiliate,  including all
funds in all  deposit  accounts  (whether  time or demand,  general or  special,
provisionally  credited or finally  credited,  or  otherwise)  now or  hereafter
maintained by the Borrower, the Co-Borrower or such other Loan Party for its own
account (but not including  funds held in custodian or trust accounts) with such
Lender or participant or such branch,  Subsidiary or Affiliate. Such right shall
exist whether or not any Lender or the Administrative  Agent shall have made any
demand under this Agreement or any other Loan Document, whether or not such debt
owing to or funds held for the account of the Borrower,  the Co-Borrower or such
other Loan Party is or are matured or unmatured and  regardless of the existence
or adequacy of any Collateral,  Guaranty or any other security,  right or remedy
available to any Lender or the Administrative Agent; and

                         9.2.4  Suits, Actions, Proceedings.
                                ---------------------------

                         If an Event of Default  shall occur and be  continuing,
and whether or not the Administrative  Agent shall have accelerated the maturity
of Loans  pursuant to any of the  foregoing  provisions of this Section 9.2, the
Administrative  Agent or any  Lender,  if owed any  amount  with  respect to the
Notes,  may proceed to protect and enforce its rights by suit in equity,  action
at law and/or other appropriate proceeding, whether for the specific performance
of any covenant or agreement contained in this Agreement or the Notes, including
as permitted by applicable  Law the obtaining of the ex parte  appointment  of a
receiver,  and,  if such  amount  shall  have  become  due,  by  declaration  or
otherwise,  proceed  to  enforce  the  payment  thereof  or any  other  legal or
equitable right of the Administrative Agent or such Lender; and

                         9.2.5  Application of Proceeds.
                                -----------------------

                         From and  after  the date on which  the  Administrative
Agent  has  taken  any  action  pursuant  to  this  Section  9.2 and  until  all
Obligations  of the Loan  Parties  have been paid in full,  any and all proceeds
received by the  Administrative  Agent from any sale or other disposition of the
Collateral,  or any part  thereof,  or the  exercise of any other  remedy by the
Administrative Agent, shall be applied as follows:

                                (i) first, to reimburse the Administrative Agent
and the Lenders for out-of-pocket costs,  expenses and disbursements,  including
reasonable  attorneys' and paralegals' fees and legal expenses,  incurred by the
Administrative  Agent  or  the  Lenders  in  connection  with  realizing  on the
Collateral or collection of any Obligations of any of the Loan Parties under any
of the Loan Documents, including advances made by the Lenders or any one of them
or the  Administrative  Agent  for  the  reasonable  maintenance,  preservation,
protection or enforcement  of, or realization  upon, the  Collateral,  including
advances  for taxes,  insurance,  repairs and the like and  reasonable  expenses
incurred  to  sell or  otherwise  realize  on,  or  prepare  for  sale or  other
realization on, any of the Collateral;

                                (ii)   second,   to   the   repayment   of   all
Indebtedness  then due and unpaid of the Loan  Parties to the  Lenders  incurred
under this Agreement or any of the other Loan  Documents,  whether of principal,
interest,  fees,  expenses or  otherwise,  in such manner as the  Administrative
Agent may determine in its discretion; and

                                (iii) the balance, if any, as required by Law.

                         9.2.6  Other Rights and Remedies.
                                -------------------------

                         In addition to all of the rights and remedies contained
in  this  Agreement  or in  any of  the  other  Loan  Documents  (including  the
Mortgage), the Administrative Agent shall have all of the rights and remedies of
a secured party under the Uniform  Commercial Code or other  applicable Law, all
of which rights and  remedies  shall be  cumulative  and  non-exclusive,  to the
extent permitted by Law. The  Administrative  Agent may, and upon the request of
the Required  Lenders  shall,  exercise all  post-default  rights granted to the
Administrative Agent and the Lenders under the Loan Documents or applicable Law.

                    9.3  Notice of Sale.
                         --------------

                    Any notice required to be given by the Administrative  Agent
of a sale,  lease, or other  disposition of the Collateral or any other intended
action  by the  Administrative  Agent,  if  given  ten (10)  days  prior to such
proposed  action,  shall  constitute  commercially  reasonable  and fair  notice
thereof to the Borrower and the Co-Borrower.

                                  10.THE AGENT
                                     ---------

                    10.1  Appointment.
                          -----------

                    Each Lender  hereby  irrevocably  designates,  appoints  and
authorizes  National City to act as  Administrative  Agent for such Lender under
this  Agreement  and to execute  and  deliver or accept on behalf of each of the
Lenders the other Loan Documents. Each Lender hereby irrevocably authorizes, and
each holder of any Note by the acceptance of a Note shall be deemed  irrevocably
to authorize,  the Administrative  Agent to take such action on its behalf under
the  provisions  of this  Agreement  and the other Loan  Documents and any other
instruments and agreements  referred to herein,  and to exercise such powers and
to perform such duties hereunder as are specifically delegated to or required of
the Administrative  Agent by the terms hereof,  together with such powers as are
reasonably incidental thereto. National City agrees to act as the Administrative
Agent on behalf of the Lenders to the extent provided in this Agreement.

                    None  of the  Lenders  identified  on  the  facing  page  or
signature  pages of this  Agreement  as  "Documentation  Agent" or  "Syndication
Agent" shall have any right, power, obligation,  liability,  responsibility,  or
duty under this  Agreement  other than those  applicable to all Lenders as such.
Without   limiting  the  foregoing,   none  of  the  Lenders  so  identified  as
"Documentation Agent" or "Syndication Agent' shall have or be deemed to have any
fiduciary relationship with any Lender. Each Lender acknowledges that it has not
relied and will not rely on any of the  Lenders so  identified  in  deciding  to
enter into this Agreement or in taking or not taking action hereunder.

                    10.2  Delegation of Duties.
                          --------------------

                    The  Administrative  Agent  may  perform  any of its  duties
hereunder by or through agents or employees  (provided such  delegation does not
constitute a relinquishment of its duties as Administrative  Agent) and, subject
to Sections 10.5 and 10.6, shall be entitled to engage and pay for the advice or
services of any attorneys,  accountants or other experts  concerning all matters
pertaining to its duties hereunder and to rely upon any advice so obtained.

                    10.3  Nature of Duties; Independent Credit Investigation.
                          --------------------------------------------------

                    The   Administrative   Agent   shall   have  no   duties  or
responsibilities  except  those  expressly  set forth in this  Agreement  and no
implied  covenants,   functions,   responsibilities,   duties,  obligations,  or
liabilities  shall be read into this Agreement or otherwise exist. The duties of
the  Administrative  Agent shall be mechanical and administrative in nature; the
Administrative  Agent shall not have by reason of this  Agreement a fiduciary or
trust  relationship  in respect of any Lender;  and  nothing in this  Agreement,
expressed or implied,  is intended to or shall be so construed as to impose upon
the Administrative  Agent any obligations in respect of this Agreement except as
expressly set forth herein.  Without  limiting the  generality of the foregoing,
the  use  of  the  term  "agent"  in  this   Agreement  with  reference  to  the
Administrative  Agent is not intended to connote any  fiduciary or other implied
(or express)  obligations  arising under agency  doctrine of any applicable Law.
Instead,  such term is used merely as a matter of market custom, and is intended
to create or reflect only an  administrative  relationship  between  independent
contracting   parties.   Each  Lender   expressly   acknowledges  (i)  that  the
Administrative  Agent has not made any  representations  or warranties to it and
that no act by the Administrative Agent hereafter taken, including any review of
the  affairs  of any of the Loan  Parties,  shall be  deemed to  constitute  any
representation or warranty by the Administrative  Agent to any Lender; (ii) that
it has made and will continue to make,  without reliance upon the Administrative
Agent, its own independent  investigation of the financial condition and affairs
and its own  appraisal  of the  creditworthiness  of each of the Loan Parties in
connection  with this  Agreement  and the  making and  continuance  of the Loans
hereunder;   and  (iii)  except  as   expressly   provided   herein,   that  the
Administrative  Agent shall have no duty or responsibility,  either initially or
on a  continuing  basis,  to  provide  any  Lender  with  any  credit  or  other
information with respect thereto,  whether coming into its possession before the
making of any Loan or at any time or times thereafter.

                    10.4  Actions in Discretion of Administrative Agent;
                          Instructions from the Lenders.
                          ----------------------------------------------

                    The Administrative Agent agrees, upon the written request of
the  Required  Lenders,  to take or refrain  from  taking any action of the type
specified  as  being  within  the  Administrative   Agent's  rights,  powers  or
discretion herein,  provided that the Administrative Agent shall not be required
to take any action which exposes the Administrative  Agent to personal liability
or which is contrary to this  Agreement or any other Loan Document or applicable
Law. In the absence of a request by the  Required  Lenders,  the  Administrative
Agent shall have authority,  in its sole discretion,  to take or not to take any
such  action,  unless this  Agreement  specifically  requires the consent of the
Required  Lenders  or all of the  Lenders.  Any  action  taken or failure to act
pursuant to such  instructions  or  discretion  shall be binding on the Lenders,
subject to Section  10.6.  Subject to the  provisions of Section 10.6, no Lender
shall have any right of action whatsoever against the Administrative  Agent as a
result of the Administrative Agent acting or refraining from acting hereunder in
accordance with the instructions of the Required  Lenders,  or in the absence of
such instructions, in the absolute discretion of the Administrative Agent.

                    10.5  Reimbursement and Indemnification of
                          Administrative Agent.
                          ------------------------------------

                    The Borrower and the  Co-Borrower  unconditionally  agree to
pay or reimburse  the  Administrative  Agent and hold the  Administrative  Agent
harmless  against (a) liability for the payment of all reasonable  out-of-pocket
costs,  expenses  and  disbursements,  including  fees and  expenses  of counsel
(including the allocated costs of staff counsel),  appraisers and  environmental
consultants,  incurred by the  Administrative  Agent (i) in connection  with the
development,  negotiation,  preparation,  printing,  execution,  administration,
syndication, interpretation and performance of this Agreement and the other Loan
Documents,  (ii)  relating  to any  requested  amendments,  waivers or  consents
pursuant to the provisions  hereof,  (iii) in connection with the enforcement of
this Agreement or any other Loan Document or collection of amounts due hereunder
or  thereunder  or the proof and  allowability  of any claim  arising under this
Agreement or any other Loan  Document,  whether in  bankruptcy  or  receivership
proceedings  or  otherwise,  and  (iv) in any  workout  or  restructuring  or in
connection with the protection,  preservation, exercise or enforcement of any of
the terms hereof or of any rights  hereunder or under any other Loan Document or
in connection with any foreclosure,  collection or bankruptcy  proceedings,  and
(b)  all  liabilities,   obligations,   losses,  damages,  penalties,   actions,
judgments,  suits,  costs,  expenses  or  disbursements  of any  kind or  nature
whatsoever  which  may be  imposed  on,  incurred  by or  asserted  against  the
Administrative Agent, in its capacity as such, in any way relating to or arising
out of this Agreement or any other Loan Documents or any action taken or omitted
by the Administrative Agent hereunder or thereunder,  provided that the Borrower
and the  Co-Borrower  shall not be liable for any  portion of such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or  disbursements if the same results from the  Administrative  Agent's
gross negligence or willful  misconduct,  or if the Borrower and the Co-Borrower
were not given notice of the subject claim and the opportunity to participate in
the  defense  thereof,  at  their  expense  (except  that the  Borrower  and the
Co-Borrower  shall remain  liable to the extent such failure to give notice does
not  result  in a loss to the  Borrower  and the  Co-Borrower),  or if the  same
results  from a  compromise  or  settlement  agreement  entered into without the
consent of the Borrower  and the  Co-Borrower,  which shall not be  unreasonably
withheld.  In addition,  the Borrower and the Co-Borrower agree to reimburse and
pay all reasonable  out-of-pocket expenses of the Administrative Agent's regular
employees and agents engaged periodically to perform audits of the Loan Parties'
books, records and business properties.

                    10.6  Exculpatory Provisions; Limitation of Liability.
                          -----------------------------------------------

                    Neither the  Administrative  Agent nor any of its directors,
officers,  employees, agents, attorneys or Affiliates shall (a) be liable to any
Lender for any action taken or omitted to be taken by it or them  hereunder,  or
in connection herewith including pursuant to any Loan Document, unless caused by
its or their own gross negligence or willful  misconduct,  (b) be responsible in
any  manner  to  any of  the  Lenders  for  the  effectiveness,  enforceability,
genuineness,  validity or the due execution of this  Agreement or any other Loan
Documents or for any recital,  representation,  warranty, document, certificate,
report or statement herein or made or furnished under or in connection with this
Agreement or any other Loan Documents,  or (c) be under any obligation to any of
the Lenders to ascertain or to inquire as to the  performance  or  observance of
any of the terms,  covenants or conditions  hereof or thereof on the part of the
Loan Parties,  or the financial  condition of the Loan Parties, or the existence
or possible existence of any Event of Default or Potential Default. No claim may
be made by any of the Loan Parties,  any Lender, the Administrative Agent or any
of their respective Subsidiaries against the Administrative Agent, any Lender or
any of their respective directors,  officers,  employees,  agents,  attorneys or
Affiliates,  or any of them, for any special,  indirect or consequential damages
or, to the fullest extent  permitted by Law, for any punitive damages in respect
of any claim or cause of action  (whether  based on  contract,  tort,  statutory
liability,  or any other ground) based on, arising out of or related to any Loan
Document or the transactions  contemplated  hereby or any act, omission or event
occurring in connection  therewith,  including the  negotiation,  documentation,
administration  or collection of the Loans,  and each of the Loan Parties,  (for
itself and on behalf of each of its Subsidiaries),  the Administrative Agent and
each Lender hereby waive, releases and agree never to sue upon any claim for any
such damages,  whether such claim now exists or hereafter  arises and whether or
not it is now known or suspected to exist in its favor. Each Lender agrees that,
except  for  notices,  reports  and other  documents  expressly  required  to be
furnished to the Lenders by the  Administrative  Agent hereunder or given to the
Administrative  Agent for the  account of or with  copies for the  Lenders,  the
Administrative  Agent and each of its directors,  officers,  employees,  agents,
attorneys or Affiliates shall not have any duty or responsibility to provide any
Lender with an credit or other information concerning the business,  operations,
property,  condition (financial or otherwise),  prospects or creditworthiness of
the Loan Parties which may come into the possession of the Administrative  Agent
or any of its directors, officers, employees, agents, attorneys or Affiliates.

                    10.7  Reimbursement and Indemnification of Administrative
                          Agent by Lenders.
                          ---------------------------------------------------

                    Each  Lender   agrees  to  reimburse   and   indemnify   the
Administrative  Agent (to the  extent not  reimbursed  by the  Borrower  and the
Co-Borrower  and  without  limiting  the  Obligation  of the  Borrower  and  the
Co-Borrower  to do so) in  proportion  to its Ratable Share from and against all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
and reasonable costs, expenses or disbursements, including reasonable attorneys'
fees and  disbursements  (including the allocated costs of staff  counsel),  and
costs  of  appraisers  and  environmental  consultants,  of any  kind or  nature
whatsoever  which  may be  imposed  on,  incurred  by or  asserted  against  the
Administrative Agent, in its capacity as such, in any way relating to or arising
out of this Agreement or any other Loan Documents or any action taken or omitted
by the  Administrative  Agent  hereunder or thereunder,  provided that no Lender
shall be  liable  for any  portion  of such  liabilities,  obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
(a) if the same results from the  Administrative  Agent's  gross  negligence  or
willful  misconduct,  or (b) if such Lender was not given  notice of the subject
claim and the opportunity to participate in the defense thereof,  at its expense
(except that such Lender shall remain  liable to the extent such failure to give
notice does not result in a loss to the Lender), or (c) if the same results from
a compromise and settlement  agreement  entered into without the consent of such
Lender,  which shall not be  unreasonably  withheld.  In  addition,  each Lender
agrees promptly upon demand to reimburse the Administrative Agent (to the extent
not  reimbursed  by the Borrower and the  Co-Borrower  and without  limiting the
Obligation  of the Borrower and the  Co-Borrower  to do so) in proportion to its
Ratable  Share  for  all  amounts  due  and  payable  by the  Borrower  and  the
Co-Borrower to the  Administrative  Agent in connection with the  Administrative
Agent's  periodic  audit  of the  Loan  Parties'  books,  records  and  business
properties.

                    10.8  Reliance by Administrative Agent.
                          --------------------------------

                    The Administrative  Agent shall be entitled to rely upon any
writing,  telegram,  telex or teletype  message,  resolution,  notice,  consent,
certificate,   letter,  cablegram,   statement,   order  or  other  document  or
conversation by telephone or otherwise  believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person or Persons,  and upon
the advice and opinions of counsel and other  professional  advisers selected by
the Administrative  Agent. The Administrative  Agent shall be fully justified in
failing  or  refusing  to take any  action  hereunder  unless it shall  first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense  which may be incurred by it by reason of taking or  continuing  to take
any such action.

                    10.9  Notice of Default.
                          -----------------

                    The  Administrative  Agent  shall  not  be  deemed  to  have
knowledge  or notice of the  occurrence  of any  Potential  Default  or Event of
Default  unless the  Administrative  Agent has  received  written  notice from a
Lender, the Borrower or the Co-Borrower referring to this Agreement,  describing
such  Potential  Default or Event of Default and  stating  that such notice is a
"notice of default."

                    10.10  Notices.
                           -------

                    The Administrative  Agent shall promptly send to each Lender
a copy of all notices received from the Borrower and the Co-Borrower pursuant to
the  provisions  of this  Agreement or the other Loan  Documents  promptly  upon
receipt thereof.  The  Administrative  Agent shall promptly notify the Borrower,
the  Co-Borrower  and the other  Lenders of each change in the Base Rate and the
effective date thereof. Upon the request of any Lender, the Administrative Agent
shall  provide  such Lender with any report  provided  by the  Borrower  and the
Co-Borrower  to the  Administrative  Agent  pursuant to the  provisions  of this
Agreement or the Loan Documents which are not required to be provided to all the
Lenders.

                    10.11  Lenders in Their Individual Capacities.
                           --------------------------------------

                    With  respect  to  its  Revolving  Credit  Commitment,   the
Revolving  Credit Loans,  the Term Loan A Commitment,  the Term Loan A, the Term
Loan B Commitment and the Term Loan B made by it and any other rights and powers
given to it as a Lender hereunder or under any of the other Loan Documents,  the
Administrative  Agent  shall have the same  rights and powers  hereunder  as any
other Lender and may exercise the same as though it were not the  Administrative
Agent, and the term "Lenders"  shall,  unless the context  otherwise  indicates,
include the Administrative Agent in its individual  capacity.  National City and
its  Affiliates  and each of the Lenders and their  respective  Affiliates  may,
without liability to account, except as prohibited herein, make loans to, accept
deposits  from,  discount  drafts for, act as trustee under  indentures  of, and
generally engage in any kind of banking or trust business with, the Loan Parties
and their Affiliates, in the case of the Administrative Agent, as though it were
not acting as Administrative  Agent hereunder and in the case of each Lender, as
though such Lender were not a Lender  hereunder.  The Lenders  acknowledge that,
pursuant to such activities,  the Administrative Agent or its Affiliates may (i)
receive information  regarding the Loan Parties (including  information that may
be subject to  confidentiality  obligations  in favor of the Loan  Parties)  and
acknowledge  that the  Administrative  Agent  shall be  under no  obligation  to
provide such  information to them, and (ii) accept fees and other  consideration
from the Loan  Parties  for  services  in  connection  with this  Agreement  and
otherwise without having to account for the same to the Lenders.

                    10.12  Holders of Notes.
                           ----------------

                    The Administrative Agent may deem and treat any payee of any
Note as the owner  thereof  for all  purposes  hereof  unless and until  written
notice of the  assignment  or  transfer  thereof  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 or
assignee of such Note or of any Note or Notes issued in exchange therefor.

                    10.13  Equalization of Lenders.
                           -----------------------

                    The  Lenders and the  holders of any  participations  in any
Notes agree among  themselves  that, with respect to all amounts received by any
Lender or any such holder for  application on any Obligation  hereunder or under
any Note or under any such participation, whether received by voluntary payment,
by  realization  upon  security,  by the  exercise  of the right of  set-off  or
banker's lien, by  counterclaim  or by any other non-pro rata source,  equitable
adjustment will be made in the manner stated in the following  sentence so that,
in effect,  all such excess amounts will be shared ratably among the Lenders and
such  holders in  proportion  to their  interests  in payments  under the Notes,
except as otherwise  provided in Section 4.4.3, 5.4.3 or 5.6. The Lenders or any
such holder  receiving any such amount shall  purchase for cash from each of the
other Lenders an interest in such Lender's  Loans in such amount as shall result
in a ratable  participation by the Lenders and each such holder in the aggregate
unpaid  amount  under the  Notes,  provided  that if all or any  portion of such
excess amount is thereafter  recovered from the Lender or the holder making such
purchase,  such purchase  shall be rescinded and the purchase  price restored to
the extent of such recovery,  together with interest or other  amounts,  if any,
required by law  (including  court order) to be paid by the Lender or the holder
making such purchase.

                    10.14  Successor Administrative Agent.
                           ------------------------------

                    The  Administrative  Agent (i) may resign as  Administrative
Agent or (ii) shall  resign if such  resignation  is  requested  by the Required
Lenders (if the Administrative  Agent is a Lender,  the  Administrative  Agent's
Loans and its Commitment shall be considered in determining whether the Required
Lenders have requested such resignation) or required by Section 5.4.3, in either
case of (i) or (ii) by giving  not less than  thirty  (30) days'  prior  written
notice to the Borrower and the Co-Borrower.  If the  Administrative  Agent shall
resign under this Agreement,  then either (a) the Required Lenders shall appoint
from among the Lenders a successor agent for the Lenders, subject to the consent
of the  Borrower  and  the  Co-Borrower,  such  consent  not to be  unreasonably
withheld,  or (b) if a successor  agent shall not be so  appointed  and approved
within the thirty (30) day period following the Administrative Agent's notice to
the Lenders of its  resignation,  then the  Administrative  Agent shall appoint,
with the consent of the  Borrower  and the  Co-Borrower,  such consent not to be
unreasonably withheld, a successor agent who shall serve as Administrative Agent
until  such  time as the  Required  Lenders  appoint  and the  Borrower  and the
Co-Borrower   consent  to  the  appointment  of  a  successor  agent.  Upon  its
appointment  pursuant to either clause (a) or (b) above,  such  successor  agent
shall succeed to the rights,  powers and duties of the Administrative Agent, and
the term "Administrative  Agent" shall mean such successor agent, effective upon
its appointment, and the former Administrative Agent's rights, powers and duties
as Administrative  Agent shall be terminated without any other or further act or
deed on the part of such  former  Administrative  Agent or any of the parties to
this Agreement. After the resignation of any Administrative Agent hereunder, the
provisions  of this  Section  10  shall  inure  to the  benefit  of such  former
Administrative Agent and such former Administrative Agent shall not by reason of
such  resignation  be deemed to be released from liability for any actions taken
or not taken by it while it was an Administrative Agent under this Agreement.

                    10.15    Availability of Funds.
                             ---------------------

                    The  Administrative  Agent may assume  that each  Lender has
made or will make the proceeds of a Loan available to the  Administrative  Agent
unless the  Administrative  Agent shall have been  notified by such Lender on or
before the later of (1) the close of Business on the Business Day  preceding the
Borrowing  Date with  respect  to such Loan or (2) 24 hours  before  the time on
which the  Administrative  Agent actually funds the proceeds of such Loan to the
Borrower  and the  Co-Borrower  (whether  using its own funds  pursuant  to this
Section 10.15 or using proceeds deposited with the  Administrative  Agent by the
Lenders  and  whether  such  funding  occurs  before  or after the time on which
Lenders  are   required   to  deposit  the   proceeds  of  such  Loan  with  the
Administrative  Agent).  The  Administrative  Agent may, in  reliance  upon such
assumption  (but shall not be required to),  make  available to the Borrower and
the Co-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 amount on demand from
such Lender (or, if such  Lender  fails to pay such amount  forthwith  upon such
demand from the Borrower and the Co-Borrower) together with interest thereon, in
respect of each day during the  period  commencing  on the date such  amount was
made  available to the Borrower and the  Co-Borrower  and ending on the date the
Administrative  Agent  recovers  such  amount,  at a rate per annum equal to the
applicable interest rate in respect of the Loan.

                    10.16  Calculations.
                           ------------

                    In the absence of gross  negligence  or willful  misconduct,
the  Administrative  Agent  shall not be liable for any error in  computing  the
amount payable to any Lender whether in respect of the Loans,  fees or any other
amounts  due to the  Lenders  under  this  Agreement.  In the  event an error in
computing any amount  payable to any Lender is made, the  Administrative  Agent,
the Borrower,  the Co-Borrower  and each affected  Lender shall,  forthwith upon
discovery of such error,  make such  adjustments as shall be required to correct
such error,  and any  compensation  therefor  will be  calculated at the Federal
Funds Effective Rate.

                    10.17  Beneficiaries.
                           -------------

                    Except as expressly  provided herein, the provisions of this
Section 10 are solely for the  benefit of the  Administrative  Agent,  the other
Managing Agents and the Lenders,  and the Loan Parties shall not have any rights
to rely on or enforce any of the provisions  hereof. In performing its functions
and duties under this Agreement,  the  Administrative  Agent shall act solely as
agent of the Lenders and does not assume and shall not be deemed to have assumed
any obligation  toward or relationship of agency or trust with or for any of the
Loan Parties.

                                11. MISCELLANEOUS
                                    -------------

                    11.1  Modifications, Amendments or Waivers.
                          ------------------------------------

                    With  the  written  consent  of the  Required  Lenders,  the
Administrative  Agent, acting on behalf of all the Lenders, and the Borrower and
the Co-Borrower, on behalf of the Loan Parties, may from time to time enter into
written  agreements  amending or changing any provision of this Agreement or any
other Loan  Document or the rights of the Lenders or the Loan Parties  hereunder
or thereunder,  or may grant written waivers or consents to a departure from the
due performance of the Obligations of the Loan Parties  hereunder or thereunder.
Any such  agreement,  waiver or consent made with such written  consent shall be
effective to bind all the Lenders and the Loan Parties;  provided, that, without
the written consent of all the Lenders, no such agreement, waiver or consent may
be made which will:

                         11.1.1  Increase of Commitment; Extension or
                                 Expiration Date.
                                 -----------------------------------------------

                         Increase the amount of the Revolving Credit Commitment,
the Term Loan A Commitment or the Term Loan B Commitment of any Lender hereunder
without such Lender's written  consent,  or extend the Expiration Date, the Term
Loan A Maturity Date or the Term Loan B Maturity Date.;

                         11.1.2  Extension of Payment; Reduction of Principal
                                 Interest or Fees; Modification of Terms
                                 of Payment.
                                 -----------------------------------------------

                         Whether  or not any Loans are  outstanding,  extend the
time for any regularly  scheduled  payment (it is acknowledged  that a mandatory
prepayment  of a Loan,  and any  Commitment  reduction in  connection  with such
mandatory  prepayment,  is not a "regularly  scheduled payment" of such Loan) of
principal or interest of any Loan,  the  Commitment Fee or any other fee payable
to any Lender,  or reduce the principal  amount of or the rate of interest borne
by any Loan or reduce the Commitment Fee or any other fee payable to any Lender,
or  otherwise  affect  the  terms  of any  regularly  scheduled  payment  of the
principal  of or  interest  of any  Loan,  the  Commitment  Fee or any other fee
payable to any Lender;

                         11.1.3  Release of Collateral or Guarantor.
                                 ----------------------------------

                         Except for sales of assets  permitted by Section 8.2.7,
release any Collateral,  any Guarantor from its  Obligations  under the Guaranty
Agreement or any other security for any of the Loan Parties' Obligations; or

                         11.1.4  Miscellaneous
                                 -------------

                         Amend Section 5.2 [Pro Rata Treatment of Lenders], 10.6
[Exculpatory  Provisions,  etc.]  or 10.13  [Equalization  of  Lenders]  or this
Section  11.1,  alter any  provision  regarding  the pro rata  treatment  of the
Lenders,  change the definition of Required  Lenders,  or change any requirement
providing for the Lenders or the Required Lenders to authorize the taking of any
action hereunder;

                         provided, further, that no agreement, waiver or consent
which would modify the interests,  rights or  obligations of the  Administrative
Agent in its  capacity  as  Administrative  Agent or as the issuer of Letters of
Credit  shall be  effective  without the written  consent of the  Administrative
Agent; provided further, that notwithstanding any provision of this Section 11.1
to the contrary,  during the Syndications Period any provision of this Agreement
that  affects  the  structure,  terms or pricing of the Term Loans B or the Term
Loan B  Commitments  (including,  without  limitation,  the  interest  rates  or
interest rate margins  applicable thereto and the amortization of the Term Loans
B  subsequent  to the  occurrence  of the  Expiration  Date and the Term  Loan A
Maturity  Date) may be amended,  modified or waived with the written  consent of
(i) the holders of one hundred  percent  (100%) of the Term Loans B  outstanding
(or, if no Term Loans B are outstanding,  one hundred percent (100%) of the Term
Loan B Commitments),  (ii) the Administrative  Agent, and (iii) the Borrower and
the Co-Borrower,  for themselves and on behalf of the Loan Parties,  except that
in no event may the amount of the Term Loan B Commitments or the Term Loans B be
reduced pursuant to any such amendment, modification or waiver.

                    11.2  No Implied Waivers; Cumulative Remedies;
                          Writing Required.
                          -----------------------------------------

                    No  course  of  dealing  and  no  delay  or  failure  of the
Administrative  Agent or any Lender in exercising  any right,  power,  remedy or
privilege under this Agreement or any other Loan Document shall affect any other
or future exercise thereof or operate as a waiver thereof,  nor shall any single
or partial  exercise  thereof or any abandonment or  discontinuance  of steps to
enforce such a right,  power,  remedy or privilege preclude any further exercise
thereof  or of any other  right,  power,  remedy or  privilege.  The  rights and
remedies of the  Administrative  Agent and the Lenders under this  Agreement and
any other Loan  Documents  are  cumulative  and not  exclusive  of any rights or
remedies  which  they would  otherwise  have.  Any  waiver,  permit,  consent or
approval  of any kind or  character  on the part of any  Lender of any breach or
default under this Agreement or any such waiver of any provision or condition of
this  Agreement  must be in writing  and shall be  effective  only to the extent
specifically set forth in such writing.

                    11.3  Reimbursement and Indemnification of Lenders; Taxes.
                          ---------------------------------------------------

                    The Borrower and the Co-Borrower agree  unconditionally upon
demand to pay or reimburse to each Lender (other than the Administrative  Agent,
as to which the Borrower's  and the  Co-Borrower'  Obligations  are set forth in
Section  10.5) and to save such Lender  harmless  against (i)  liability for the
payment  of all  reasonable  out-of-pocket  costs,  expenses  and  disbursements
(including  fees and  expenses of counsel  (including  allocated  costs of staff
counsel) for each Lender),  incurred by such Lender (a) in  connection  with the
enforcement  of this  Agreement or any other Loan  Document,  or  collection  of
amounts due hereunder or thereunder or the proof and  allowability  of any claim
arising under this Agreement or any other Loan  Document,  whether in bankruptcy
or   receivership   proceedings  or  otherwise,   and  (b)  in  any  workout  or
restructuring  or in connection with the protection,  preservation,  exercise or
enforcement  of any of the terms hereof or of any rights  hereunder or under any
other  Loan  Document  or in  connection  with any  foreclosure,  collection  or
bankruptcy proceedings, or (ii) all liabilities,  obligations,  losses, damages,
penalties,  actions,  judgments,  suits, costs, expenses or disbursements of any
kind or nature  whatsoever  which may be imposed  on,  incurred  by or  asserted
against such Lender,  in its capacity as such, in any way relating to or arising
out of this Agreement or any other Loan Documents or any action taken or omitted
by such Lender  hereunder  or  thereunder,  provided  that the  Borrower and the
Co-Borrower   shall  not  be  liable  for  any  portion  of  such   liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or  disbursements  (A) if the same  results  from such  Lender's  gross
negligence  or willful  misconduct,  or (B) if the Borrower and the  Co-Borrower
were not given notice of the subject claim and the opportunity to participate in
the  defense  thereof,  at  its  expense  (except  that  the  Borrower  and  the
Co-Borrower  shall remain  liable to the extent such failure to give notice does
not result in a loss to the  Borrower and the  Co-Borrower),  or (C) if the same
results  from a  compromise  or  settlement  agreement  entered into without the
consent of the Borrower  and the  Co-Borrower,  which shall not be  unreasonably
withheld.  The Lenders  will  attempt to minimize the fees and expenses of legal
counsel for the Lenders which are subject to  reimbursement  by the Borrower and
the Co-Borrower  hereunder by considering the usage of one law firm to represent
the Lenders and the Administrative Agent if appropriate under the circumstances.
The  Borrower  and the  Co-Borrower  agree  unconditionally  to pay  all  stamp,
document,  transfer,  recording or filing taxes or fees and similar  impositions
now or  hereafter  determined  by the  Administrative  Agent or any Lender to be
payable in connection  with this Agreement or any other Loan  Document,  and the
Borrower and the Co-Borrower agree  unconditionally  to save the  Administrative
Agent and the  Lenders  harmless  from and against any and all present or future
claims,  liabilities or losses with respect to or resulting from any omission to
pay or delay in paying any such taxes, fees or impositions.

                    11.4  Holidays.
                          --------

                    Whenever  payment  of a Loan to be made or  taken  hereunder
shall be due on a day which is not a Business Day such  payment  shall be due on
the next Business Day and such  extension of time shall be included in computing
interest  and fee,  except  that the  Loans  shall  be due on the  Business  Day
preceding  the  Expiration  Date if the  Expiration  Date is not a Business Day.
Whenever any payment or action to be made or taken hereunder (other than payment
of the Loans)  shall be stated to be due on a day which is not a  Business  Day,
such payment or action shall be made or taken on the next following Business Day
(except as provided in Section 4.2 with  respect to Interest  Periods  under the
Euro-Rate Option), and such extension of time shall not be included in computing
interest or fees, if any, in connection with such payment or action.

                    11.5  Funding by Branch, Subsidiary or Affiliate.
                          ------------------------------------------

                          11.5.1  Notional Funding.
                                  ----------------

                          Each  Lender  shall  have the right from time to time,
without  notice  to the  Borrower  or  the  Co-Borrower,  to  deem  any  branch,
Subsidiary or Affiliate  (which for the purposes of this Section 11.5 shall mean
any corporation or association which is directly or indirectly  controlled by or
is under direct or indirect  common control with any  corporation or association
which directly or indirectly  controls such Lender) of such Lender to have made,
maintained or funded any Loan to which the Euro-Rate Option applies at any time,
provided that immediately  following (on the assumption that a payment were then
due from the Borrower and the Co-Borrower to such other office), and as a result
of such change,  the Borrower and the Co-Borrower would not be under any greater
financial  obligation  pursuant  to Section 5.6 than they would have been in the
absence of such change.  Notional funding offices may be selected by each Lender
without regard to such Lender's actual methods of making, maintaining or funding
the Loans or any  sources  of  funding  actually  used by or  available  to such
Lender.

                          11.5.2  Actual Funding.
                                 --------------

                          Each Lender  shall have the right from time to time to
make or maintain any Loan by arranging for a branch,  Subsidiary or Affiliate of
such Lender to make or maintain  such Loan subject to the last  sentence of this
Section 11.5.2.  If any Lender causes a branch,  Subsidiary or Affiliate to make
or maintain any part of the Loans  hereunder,  all terms and  conditions of this
Agreement  shall,  except  where the  context  clearly  requires  otherwise,  be
applicable  to such part of the Loans to the same  extent as if such  Loans were
made or  maintained  by such  Lender,  but in no event shall any Lender's use of
such a branch, Subsidiary or Affiliate to make or maintain any part of the Loans
hereunder cause such Lender or such branch, Subsidiary or Affiliate to incur any
cost or  expenses  payable by the  Borrower  and the  Co-Borrower  hereunder  or
require the Borrower and the  Co-Borrower to pay any other  compensation  to any
Lender  (including  any  expenses  incurred or payable  pursuant to Section 5.6)
which would otherwise not be incurred.

                    11.6  Notices.
                          -------

                    All  notices,  requests,   demands,   directions  and  other
communications  (as  used in this  Section  11.6,  collectively  referred  to as
"Notices")  given to or made upon any party hereto under the  provisions of this
Agreement  shall be by  telephone  or in writing  (including  telex or facsimile
communication)  unless  otherwise  expressly  permitted  hereunder  and shall be
delivered  or sent by  telex  or  facsimile  to the  respective  parties  at the
addresses and numbers set forth under their  respective names on Schedule 1.1(B)
hereof or in accordance with any subsequent unrevoked written direction from any
party to the others.  All Notices shall,  except as otherwise  expressly  herein
provided, be effective (a) in the case of telex or facsimile, when received, (b)
in the case of hand-delivered  Notice, when  hand-delivered,  (c) in the case of
telephone,  when telephoned,  provided,  however, that in order to be effective,
telephonic  Notices  must be  confirmed in writing no later than the next day by
letter,  facsimile  or telex,  (d) if given by mail,  four (4) days  after  such
communication is deposited in the mail with first-class postage prepaid,  return
receipt  requested,  and (e) if  given  by any  other  means  (including  by air
courier),  when delivered;  provided,  that Notices to the Administrative  Agent
shall not be effective until received.  Any Lender giving any Notice to any Loan
Party shall simultaneously send a copy thereof to the Administrative  Agent, and
the Administrative  Agent shall promptly notify the other Lenders of the receipt
by it of any such Notice.

                    11.7  Severability.
                             ------------

                    The   provisions  of  this  Agreement  are  intended  to  be
severable.  If any  provision  of  this  Agreement  shall  be  held  invalid  or
unenforceable in whole or in part in any jurisdiction,  such provision shall, as
to such  jurisdiction,  be  ineffective  to the  extent  of such  invalidity  or
unenforceability  without in any manner affecting the validity or enforceability
thereof in any other  jurisdiction  or the  remaining  provisions  hereof in any
jurisdiction.

                    11.8  Governing Law.
                          -------------

                    Each  Letter of Credit and  Section  2.9 shall be subject to
the Uniform  Customs and  Practice  for  Documentary  Credits  (1993  Revision),
International  Chamber  of  Commerce  Publication  No.  500,  as the same may be
revised  or  amended  from  time to time,  and to the  extent  not  inconsistent
therewith,  the internal laws of the Commonwealth of Pennsylvania without regard
to its conflict of laws  principles and the balance of this  Agreement  shall be
deemed to be a contract under the Laws of the  Commonwealth of Pennsylvania  and
for all purposes  shall be governed by and  construed and enforced in accordance
with the internal laws of the Commonwealth of Pennsylvania without regard to its
conflict of laws principles.

                    11.9  Prior Understanding.
                          -------------------

                    This  Agreement,  the other  Loan  Documents  and the letter
agreement  dated  October  5, 2001,  between  the  Administrative  Agent and the
Borrower supersede all prior  understandings and agreements,  whether written or
oral,  between the  parties  hereto and  thereto  relating  to the  transactions
provided for herein and therein,  including any prior confidentiality agreements
and commitments.

                    11.10  Duration; Survival.
                           ------------------

                    All  representations  and  warranties  of the  Loan  Parties
contained  herein or made in  connection  herewith  shall  survive the making of
Loans and issuance of Letters of Credit and shall not be waived by the execution
and delivery of this Agreement, any investigation by the Administrative Agent or
the Lenders,  the making of Loans,  issuance of Letters of Credit, or payment in
full of the Loans. All covenants and agreements of the Loan Parties contained in
Sections  8.1, 8.2 and 8.3 herein  shall  continue in full force and effect from
and after the date hereof so long as the Borrower and the Co-Borrower may borrow
or request Letters of Credit hereunder and until  termination of the Commitments
and payment in full of the Loans and expiration or termination of all Letters of
Credit.  All  covenants  and  agreements  of the  Borrower  and the  Co-Borrower
contained  herein  relating to the  payment of  principal,  interest,  premiums,
additional  compensation  or expenses and  indemnification,  including those set
forth in the Notes,  Section 5 and Sections 10.5,  10.7 and 11.3,  shall survive
payment in full of the Loans, expiration or termination of the Letters of Credit
and termination of the Commitments.

                    11.11  Successors and Assigns.
                           ----------------------

                          (i) This  Agreement  shall be  binding  upon and shall
inure to the benefit of the Lenders, the Administrative  Agent, the Loan Parties
and  their  respective  successors  and  assigns,  except  that none of the Loan
Parties may assign or transfer  any of its rights and  Obligations  hereunder or
any interest  herein.  Each Lender may, at its own cost, make  assignments of or
sell  participations  in all or any part of its Commitment and the Loans made by
it to one or more  banks  or  other  entities,  subject  to the  consent  of the
Borrower,  the  Co-Borrower  and the  Administrative  Agent with  respect to any
assignee,  such consent not to be  unreasonably  withheld,  provided that (1) no
consent of the Borrower or the  Co-Borrower  shall be required in the case of an
assignment  by a Lender to an Affiliate of such Lender or to the extent an Event
of Default has occurred and is continuing,  and (2)  assignments may not be made
in amounts less than $1,000,000.  In the case of an assignment,  upon receipt by
the  Administrative  Agent  of the  Assignment  and  Assumption  Agreement,  the
assignee shall have, to the extent of such assignment (unless otherwise provided
therein),  the same rights,  benefits and obligations as it would have if it had
been  a  signatory  Lender   hereunder,   the  Commitments   shall  be  adjusted
accordingly,  and the  Assignor  shall  be  relieved  from all  obligations  and
liabilities  which accrue after the Assignment and based upon the Commitment and
related rights  assigned to the Assignee.  Upon surrender of any Note subject to
such  assignment,  the Borrower and the Co-Borrower  shall execute and deliver a
new Note to the  assignee  in an amount  equal to the  amount  of the  Revolving
Credit  Commitment,  the Term Loan A or the Term Loan B assumed  by it and a new
Revolving  Credit Note, Term Note A or Term Note B to the assigning Lender in an
amount  equal to the  Revolving  Credit  Commitment,  Term Loan A or Term Loan B
retained by it hereunder.  The assigning Lender shall pay to the  Administrative
Agent a service fee in the amount of $3,500 for each assignment.  In the case of
a participation, the participant shall only have the rights specified in Section
9.2.3  (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 not to include any voting rights
except  with  respect to  changes of the type  referenced  in  Sections  11.1.1,
11.1.2, or 11.1.3), all of such Lender's obligations under this Agreement or any
other Loan Document shall remain unchanged,  and all amounts payable by any Loan
Party hereunder or thereunder shall be determined as if such Lender had not sold
such participation.

                          (ii)  Any  assignee  or   participant   which  is  not
incorporated  under the Laws of the United  States of America or a state thereof
shall deliver to the Borrower and the Co-Borrower and the  Administrative  Agent
the form of  certificate  described in Section 11.17  relating to federal income
tax  withholding.  Each Lender may furnish any  publicly  available  information
concerning  any  Loan  Party  or its  Subsidiaries  and  any  other  information
concerning any Loan Party or its  Subsidiaries  in the possession of such Lender
from time to time to assignees and participants (including prospective assignees
or  participants),  provided that such  assignees and  participants  agree to be
bound by the provisions of Section 11.12.

                          (iii)  Notwithstanding  any  other  provision  in this
Agreement, any Lender may at any time pledge or grant a security interest in all
or any portion of its rights under this  Agreement,  its Note and the other Loan
Documents to any Federal Reserve Bank in accordance with Regulation A of the FRB
or U.S.  Treasury  Regulation 31 CFR Section 203.14 without notice to or consent
of the Borrower,  the Co-Borrower or the Administrative Agent. No such pledge or
grant  of a  security  interest  shall  release  the  transferor  Lender  of its
obligations hereunder or under any other Loan Document.

                    11.12  Confidentiality.
                           ---------------

                          (i) The  Administrative  Agent  and the  Lenders  each
agree to keep  confidential all information  obtained from any Loan Party or its
Subsidiaries  which is  nonpublic  and  confidential  or  proprietary  in nature
(including  any  information  the  Borrower  and  the  Co-Borrower  specifically
designates  as  confidential),  except  as  provided  below,  and  to  use  such
information  only in  connection  with their  respective  capacities  under this
Agreement and for the purposes contemplated hereby. The Administrative Agent and
the Lenders shall be permitted to disclose such information (i) to outside legal
counsel,  Affiliates,  accountants and other  professional  advisors who need to
know such information in connection with the  administration  and enforcement of
this   Agreement,   subject  to  agreement  of  such  Persons  to  maintain  the
confidentiality;   (ii)  in  connection  with  the  exercise,   preservation  or
protection of any right or remedy under the Credit Agreement,  applicable law or
in equity, including without limitation in connection with any litigation or any
proof of claim, adequate protection, relief from stay or other proceeding in any
bankruptcy   case;   (iii)  in  connection   with  the  defense  of  any  claim,
counterclaim,  crossclaim  or cause of  action  commenced  or  threatened  to be
commenced  against  the  Administrative  Agent  or any  Lender,  or its or their
counsel,   including   without   limitation  any   litigation,   arbitration  or
administrative  proceeding;  (iv) to potential  assignees  and  participants  as
contemplated  by  Section  11.11;  (v)  to the  extent  requested  by  any  bank
regulatory authority or, with notice to the Borrower and the Co-Borrower (to the
extent permitted by applicable Law), as otherwise  required by applicable Law or
by  any  subpoena  or  similar  legal  process,   or  in  connection   with  any
investigation or proceeding arising out of the transactions contemplated by this
Agreement;  (vi) if it becomes  publicly  available  other than as a result of a
breach of this  Agreement  or  becomes  available  from a source not known to be
subject  to  confidentiality  restrictions;  or  (vii)  if the  Borrower  or the
Co-Borrower shall have consented to such disclosure.

                          (ii)   Pursuant   to  Section   11.12  of  the  Credit
Agreement,  the Borrower and the  Co-Borrower  hereby  designate as confidential
information  all information  pertaining to E&Y Reviews as  confidential  and to
treat and use all such  information  as  confidential  information in accordance
with the provisions of Section 11.12 thereof. Without limiting the generality of
the foregoing,  the parties hereto agree that confidential  information includes
all oral and written communications  concerning the review by Ernst & Young, LLP
("E&Y") of (1) certain  financial  projections  the Borrower and Co-Borrower and
(2) the books and records of the Loan  Parties  (the "E&Y  Reviews")  between or
among any of the  parties  hereto,  any  member of the  Audit  Committee  of the
Borrower (the "Audit  Committee"),  any members of the Board of Directors of the
Borrower  (the "Board of  Directors")who  are not  employees  of the Borrower or
Co-Borrower (the "Outside  Directors"),  E&Y or any of their respective  counsel
(collectively, the "Financial Confidential Information").

                          (iii) Upon receipt by any of the parties  hereto,  the
Audit Committee, the Outside Directors or any of their respective counsel of any
request by any third party or service of legal process (including subpoena) upon
any such  person or entity to divulge  any  Financial  Confidential  Information
(collectively,  a "Demand"), the person or entity upon whom such Demand is made,
will promptly  inform counsel set forth in item (v) below,  the Audit  Committee
and the  Outside  Directors,  and  where  applicable  provide a copy of any such
Demand  to  counsel  at the  addresses  listed  below  and to the  Borrower  and
Co-Borrower in the manner provided in Section 11.6 of the Credit  Agreement,  so
that the Audit  Committee  and the  Outside  Directors  and their  counsel,  the
Borrower  or  Co-Borrower  may,  at no cost to the  Administrative  Agent or any
Lender,  take all steps  deemed  necessary  to  prevent  the  disclosure  of the
requested Financial Confidential Information.

                          (iv) Solely  with  respect to  Financial  Confidential
Information,   the  Audit  Committee  and  the  Outside  Directors  shall  be  a
beneficiary  of the rights and  protections  of the  provisions  of this Section
11.12.

                          (v)  Copies  of the  Demands  are to be  forwarded  to
counsel via facsimile, as follows:

                               (1)  Buchanan Ingersoll Professional Corporation
                                    One Oxford Centre, 20th Floor
                                    301 Grant Street
                                    Pittsburgh, PA  15219-1410
                                    (412) 562-3927
                                    (412) 562-1041 (Fax)
                                    Attention:  Thomas S. Galey, Esq.

                               (2)  To:
                                    Counsel to the Audit Committee
                                    and Outside Directors
                                    Ross & Hardies
                                    65 E. 55th Street
                                    New York, NY  10022
                                    (212) 715-6275 (Fax)
                                    Attention:  Menachem Rosenzaft, Esq.


                    11.13  Counterparts.
                           ------------

                    This  Agreement may be executed by different  parties hereto
on any number of separate  counterparts,  each of which,  when so  executed  and
delivered,  shall be an  original,  and all  such  counterparts  shall  together
constitute one and the same instrument.

                    11.14  Administrative Agent's or Lender's Consent.
                           ------------------------------------------

                    Whenever the Administrative  Agent's or any Lender's consent
is  required  to be  obtained  under  this  Agreement  or any of the other  Loan
Documents  as a  condition  to any action,  inaction,  condition  or event,  the
Administrative  Agent and each Lender  shall be  authorized  to give or withhold
such consent in its sole and absolute  discretion  and to condition  its consent
upon the  giving of  additional  collateral,  the  payment of money or any other
matter.

                    11.15  Exceptions.
                           ----------

                    The  representations,  warranties  and  covenants  contained
herein  shall  be   independent   of  each  other,   and  no  exception  to  any
representation,  warranty or covenant  shall be deemed to be an exception to any
other  representation,  warranty or covenant  contained  herein unless expressly
provided,  nor shall any such  exceptions  be  deemed  to permit  any  action or
omission that would be in contravention of applicable Law.

                    11.16    CONSENT TO FORUM; WAIVER OF JURY TRIAL.

                    EACH  LOAN  PARTY   HEREBY   IRREVOCABLY   CONSENTS  TO  THE
NONEXCLUSIVE  JURISDICTION OF THE COURT OF COMMON PLEAS OF ALLEGHENY  COUNTY AND
THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF  PENNSYLVANIA,  AND
WAIVES  PERSONAL  SERVICE OF ANY AND ALL PROCESS UPON IT AND  CONSENTS  THAT ALL
SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO SUCH
LOAN PARTY AT THE  ADDRESSES  PROVIDED  FOR IN SECTION  11.6 AND SERVICE SO MADE
SHALL BE DEEMED TO BE COMPLETED  UPON ACTUAL  RECEIPT  THEREOF.  EACH LOAN PARTY
WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED  AGAINST
IT AS  PROVIDED  HEREIN AND AGREES  NOT TO ASSERT ANY  DEFENSE  BASED ON LACK OF
JURISDICTION OR VENUE.  EACH LOAN PARTY,  THE AGENT AND THE LENDERS HEREBY WAIVE
TRIAL  BY JURY IN ANY  ACTION,  SUIT,  PROCEEDING  OR  COUNTERCLAIM  OF ANY KIND
ARISING  OUT OF OR RELATED TO THIS  AGREEMENT,  ANY OTHER LOAN  DOCUMENT  OR THE
COLLATERAL TO THE FULL EXTENT PERMITTED BY LAW.

                    11.17  Tax Withholding Clause.
                           ----------------------

                    Each Lender or assignee or  participant  of a Lender that is
not  incorporated  under the Laws of the  United  States of  America  or a state
thereof agrees that it will deliver to each of the Borrower, the Co-Borrower and
the  Administrative  Agent two (2) duly completed  copies of the following:  (i)
Internal  Revenue  Service  Form W-9,  4224 or 1001,  or other  applicable  form
prescribed  by the  Internal  Revenue  Service,  certifying  that  such  Lender,
assignee or participant is entitled to receive payments under this Agreement and
the other Loan Documents  without  deduction or withholding of any United States
federal  income  taxes,  or is  subject  to such tax at a reduced  rate under an
applicable  tax  treaty,  or (ii)  Internal  Revenue  Service  Form W-8 or other
applicable  form  or a  certificate  of such  Lender,  assignee  or  participant
indicating  that no such  exemption or reduced rate is allowable with respect to
such payments.  Each Lender,  assignee or participant required to deliver to the
Borrower,  the  Co-Borrower and the  Administrative  Agent a form or certificate
pursuant to the preceding  sentence  shall deliver such form or  certificate  as
follows:  (A) each  Lender  which is a party  hereto on the  Closing  Date shall
deliver such form or  certificate  at least five (5) Business  Days prior to the
first date on which any  interest  or fees are payable by the  Borrower  and the
Co-Borrower  hereunder  for the  account of such  Lender;  (B) each  assignee or
participant  shall deliver such form or  certificate  at least five (5) Business
Days before the effective date of such assignment or  participation  (unless the
Administrative  Agent in its sole  discretion  shall  permit  such  assignee  or
participant to deliver such form or certificate less than five (5) Business Days
before  such  date in which  case it shall be due on the date  specified  by the
Administrative Agent). Each Lender,  assignee or participant which so delivers a
Form  W-8,  W-9,  4224 or 1001  further  undertakes  to  deliver  to each of the
Borrower, the Co-Borrower and the Administrative Agent two (2) additional copies
of such form (or a successor  form) on or before the date that such form expires
or becomes  obsolete or after the occurrence of any event  requiring a change in
the most  recent  form so  delivered  by it,  and  such  amendments  thereto  or
extensions or renewals  thereof as may be reasonably  requested by the Borrower,
the Co-Borrower or the Administrative Agent, either certifying that such Lender,
assignee or participant is entitled to receive payments under this Agreement and
the other Loan Documents  without  deduction or withholding of any United States
federal  income  taxes or is  subject  to such tax at a  reduced  rate  under an
applicable  tax  treaty or stating  that no such  exemption  or reduced  rate is
allowable.  The Administrative Agent shall be entitled to withhold United States
federal income taxes at the full withholding rate unless the Lender, assignee or
participant  establishes an exemption or that it is subject to a reduced rate as
established pursuant to the above provisions.

                    11.18  Joinder of Guarantors.
                           ---------------------

                    Any  Subsidiary  of the  Borrower  which is required to join
this  Agreement as a Guarantor  pursuant to Section 8.2.6 or Section 8.2.9 shall
execute  and  deliver to the  Administrative  Agent (i) a  Guarantor  Joinder in
substantially the form attached hereto as Exhibit 1.1(G)(1) pursuant to which it
shall join as a Guarantor  each of the  documents  to which the  Guarantors  are
parties;  (ii)  documents in the forms  described  in Section 7.1 [First  Loans]
modified  as  appropriate  to relate  to such  Subsidiary;  and (iii)  documents
necessary to grant and perfect Prior  Security  Interests to the  Administrative
Agent for the benefit of the Lenders in all assets held by such  Subsidiary  and
in the stock or other ownership  interests of such Subsidiary.  The Loan Parties
shall deliver such Guarantor Joinder and related documents to the Administrative
Agent within five (5)  Business  Days after the date of the  acquisition  of the
Subsidiary  or  the  date  of  the  filing  of  such  Subsidiary's  articles  of
incorporation if the Subsidiary is a corporation,  the date of the filing of its
certificate of limited partnership if it is a limited partnership or the date of
its  organization  if it is an  entity  other  than  a  limited  partnership  or
corporation.

                    11.19  Joint and Several Liability of Borrower
                           and Co-Borrower.
                           -----------------------------------------------------

                    The  Obligations of the Borrower and the  Co-Borrower  under
this  Agreement,  the Notes and the Loan Documents to which the Borrower and the
Co-Borrower  are parties shall be joint and several  obligations and liabilities
of the Borrower and the Co-Borrower, and such Obligations may be enforced by the
Administrative  Agent and the  Lenders  in their  sole  discretion  against  the
Borrower  and either  Co-Borrower  either  individually  in any  action  brought
against the  Borrower  or either  Co-Borrower  or jointly in any action  brought
against both the Borrower and one or more  Co-Borrower For purposes of advancing
funds, rendering statements, receiving requests from, or otherwise communicating
with  the  Borrower  and  the  Co-Borrower  or  in  the  Administrative  Agent's
administration of this Agreement and the related  transactions,  the Co-Borrower
hereby  authorizes  the  Administrative  Agent to treat the Borrower as the sole
agent  for  the  Co-Borrower  under  the  Loan  Documents  and to  deal  with it
exclusively,  and any act  done or  omitted  or any  document,  certificate,  or
instrument  executed or delivered  by the  Borrower  shall be binding on each of
them. To induce the Lenders to enter into this Agreement and to make advances of
the  Loans in the  manner  set forth in this  Agreement,  the  Borrower  and the
Co-Borrower hereby represent, warrant, covenant and state to each of the Lenders
that (i) the Borrower and the Co-Borrower share with the other common management
and  ownership,  (ii) the Borrower and the  Co-Borrower  desire to utilize their
borrowing  potential on a consolidated  basis to the full extent  possible,  and
consistent  with  realizing  such  potential,  to make  available to the Lenders
security  commensurate with the amount and nature of their aggregate borrowings,
(iii) the  Borrower and the  Co-Borrower  have  determined  that it will benefit
specifically  and materially  from the advances of credit  contemplated  by this
Agreement  and that under a joint and several loan facility it is able to obtain
financing on terms more favorable than otherwise available to it separately, and
(iv) the Borrower and the  Co-Borrower  have  requested  and  bargained  for the
structure  and  terms of and  security  for the  advances  contemplated  by this
Agreement.

                    Until  indefeasible   payment  in  full  of  the  Loans  and
termination  of all  Letters of Credit and  Commitments,  the  Borrower  and the
Co-Borrower  waive  and  agrees  not to  enforce  any of the  rights it may have
against the Borrower or any Co-Borrower,  including, but not limited to: (i) any
right to be subrogated in whole or in part to any right or claim with respect to
any Obligations or any portion thereof owed to the Lenders which might otherwise
arise from  payment by the  Borrower  or the  Co-Borrower  on the account of the
Obligations or any portion thereof until all the  Obligations  are  indefeasibly
paid in full and the Letters of Credit and Commitments have terminated; and (ii)
any right of the  Borrower  or the  Co-Borrower  to require the  marshalling  of
assets of the Borrower,  the  Co-Borrower or any Guarantor which might otherwise
arise from payment by the  Borrower,  the  Co-Borrower  or any  Guarantor to the
Lenders on account of the Obligations or any portion thereof.

                    The   Borrower   and  the   Co-Borrower   agree   that   the
Administrative  Agent and the Lenders may from time to time and as many times as
the Administrative  Agent and the Lenders,  in their absolute  discretion,  deem
appropriate,  do any of the  following  without  notice to the  Borrower  or the
Co-Borrower and without  adversely  affecting the validity or  enforceability of
the joint and several  liability of the Borrower and the Co-Borrower  under this
Agreement and the Notes: (i) release, surrender, exchange, compromise, or settle
the Obligations or any portion thereof;  (ii) change,  renew, or waive the terms
of the  Obligations  or any  portion  thereof;  (iii)  grant  any  extension  or
indulgence  with respect to the payment to the Lenders of the Obligations or any
portion  thereof;  (iv) enter into any agreement of forbearance  with respect to
the  Obligations or any portion  thereof;  (v) release,  surrender,  exchange or
compromise  any security held by the Lenders for the  Obligations;  (vi) release
any Person who is a Guarantor or surety or otherwise  liable with respect to the
Obligations or any portion thereof;  and (vii) release,  surrender,  exchange or
compromise any security or Lien held by the Administrative Agent for the benefit
of the Lenders for the  liabilities  of any Person who is a Guarantor  or surety
for the  Obligations or any portion  thereof.  The Borrower and the  Co-Borrower
agree that the  Administrative  Agent and the Lenders may do any of the above as
they deem necessary or advisable,  in their sole discretion,  without giving any
notice  to the  Borrower  or the  Co-Borrower,  and  that the  Borrower  and the
Co-Borrower  will remain  jointly and  severally  liable for full payment to the
Administrative Agent and the Lenders of the Obligations.

                    If the joint and  several  liability  of either  Co-Borrower
under  this  Agreement  would  be held or  determined  to be  void,  invalid  or
unenforceable on account of the amount of the Co-Borrower's  aggregate liability
under  this  Agreement,  then,  notwithstanding  any  other  provision  of  this
Agreement to the contrary, the aggregate amount of such liability shall, without
any further action by the Lenders,  the Borrower,  the  Co-Borrower or any other
Person,  be  automatically  limited and reduced to the highest  amount  which is
valid and  enforceable as determined in such action or proceeding,  which may be
an amount which is not greater than the greater of:

                    (i)  the  fair   consideration   actually  received  by  the
Co-Borrower under the terms of and as a result of this Agreement and the related
transactions,  including,  without  limiting the  generality  of the  foregoing,
advances made to the Co-Borrower or the transfer of property to the Co-Borrower,
or

                    (ii)  ninety-five  percent  (95%) of the  excess  of (1) the
amount of the fair  saleable  value of the assets of the  Co-Borrower  as of the
date of this Agreement as determined in accordance with  applicable  federal and
state laws governing determinations of the insolvency of debtors as in effect on
the date thereof,  over (2) the amount of all  liabilities of the Co-Borrower as
of the date of this  Agreement,  also as  determined  on the basis of applicable
federal and state laws  governing the  insolvency of debtors as in effect on the
date thereof.





<PAGE>
<TABLE>


<CAPTION>
                                                          SCHEDULE 1.1(A)

                                                           PRICING GRID

------------------------------------------------------------------------------------------------------------------------------
                            Revolving Credit and Term
                                      Loan A           Revolving Credit and Term
                               Euro-Rate Spread and              Loan A                Term Loan B        Term Loan B Base
                              Letter of Credit Fee*        Base Rate Spread*        Euro-Rate Spread*     Rate Spread rate*
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------

<S>                                    <C>                        <C>                     <C>                   <C>
Current Pay                            5.5%                       4.5%                    6.0%                  5.0%
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------

Payment in Kind                       4.5%**                     4.5%**                  5.0%**                5.0%**
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------

Total Applicable Margin to            10.0%                       9.0%                    11.0%                 10.0%
be added to Euro-Rate or
Base Rate
------------------------------------------------------------------------------------------------------------------------------

</TABLE>


         * The default rate in Section 4.3 may increase these interest rates.

         ** If the Leverage Ratio is less than or equal to 2.0 to 1.0, as
calculated in accordance with Section 8.2.16, at the end of any fiscal quarter
of the Borrower beginning with and subsequent to the fiscal quarter ended June
30, 2003, the Payment in Kind margin shall be reduced from 4.5% and 5.0% (as the
case may be) to 2.0%, effective as of the first day of the month following the
due date for the delivery of the Compliance Certificate evidencing such
reduction in the Leverage Ratio on or after such date; provided however, that
such margin shall be restored to 4.5% and 5.0% (as the case may be) if the
Leverage Ratio is greater than 2.0 to 1.0 as calculated at the end of any
subsequent fiscal quarter, such increase to be effective as of the first day of
the month following the due date for the delivery of the Compliance Certificate
evidencing such increase in the Leverage Ratio.