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                                CREDIT AGREEMENT

                            dated as of June 30, 2000

                                      among

                           U.S. PLASTIC LUMBER CORP.,

                         VARIOUS FINANCIAL INSTITUTIONS,

                                       and

                             BANK OF AMERICA, N.A.,
            as Administrative Agent, Issuing Bank and Swing Line Bank

                         BANC OF AMERICA SECURITIES LLC,
                        as Lead Arranger and Book Manager

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                                TABLE OF CONTENTS
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SECTION 1. DEFINITIONS...................................................................................        1
         1.1. Definitions................................................................................        1
         1.2. Other Interpretive Provisions..............................................................       19

SECTION 2. COMMITMENTS OF THE BANKS; BORROWING AND CONVERSION PROCEDURES; LETTER OF
           CREDIT PROCEDURES; SWING LINE LOANS...........................................................       20
         2.1. Commitments................................................................................       20
                   2.1.1. Revolving Loans................................................................       20
                   2.1.2. L/C Commitment.................................................................       20
                   2.1.3. Term Loans.....................................................................       20
         2.2. Loan Procedures............................................................................       20
                   2.2.1. Various Types of Loans.........................................................       20
                   2.2.2. Borrowing Procedures...........................................................       21
                   2.2.3. Conversion and Continuation Procedures.........................................       21
         2.3. Letter of Credit Procedures................................................................       22
                   2.3.1. L/C Applications...............................................................       22
                   2.3.2. Participations in Letters of Credit............................................       23
                   2.3.3. Reimbursement Obligations......................................................       23
                   2.3.4. Limitation on Obligations of Issuing Banks.....................................       23
                   2.3.5. Funding by Banks to Issuing Banks..............................................       23
         2.4. Swing Line Loans...........................................................................       24
                   2.4.1. Swing Line Loans...............................................................       24
                   2.4.2. Swing Line Loan Procedures.....................................................       24
                   2.4.3. Refunding of, or Funding of Participations in, Swing Line Loans................       25
                   2.4.4. Repayment of Participations....................................................       25
                   2.4.5. Participation Obligations Unconditional........................................       26
         2.5. Commitments Several........................................................................       26
         2.6. Certain Conditions.........................................................................       26

SECTION 3. NOTES EVIDENCING LOANS........................................................................       26
         3.1. Notes......................................................................................       26
         3.2. Recordkeeping..............................................................................       26

SECTION 4. INTEREST......................................................................................       27
         4.1. Interest Rates.............................................................................       27
         4.2. Interest Payment Dates.....................................................................       27
         4.3. Setting and Notice of Eurodollar Rates.....................................................       27
         4.4. Computation of Interest....................................................................       27

SECTION 5. FEES..........................................................................................       28


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         5.1. Non-Use Fee................................................................................       28
         5.2. Letter of Credit Fees......................................................................       28
         5.3. Up-Front and Funding Fees..................................................................       28
         5.4. Administrative Agent's Fees................................................................       29

SECTION 6. REPAYMENT OF TERM LOANS; REDUCTION AND TERMINATION OR INCREASE OF
           THE COMMITMENTS; PREPAYMENTS..................................................................       29
         6.1. Repayment of Term Loans....................................................................       29
         6.2. Voluntary Reduction or Termination of the Revolving Commitments............................       29
                   6.2.1. Changes in Commitment Amount...................................................       29
         6.3. Prepayments................................................................................       30
                   6.3.1. Voluntary Prepayments..........................................................       30
                   6.3.2. Mandatory Prepayments..........................................................       30
                   6.3.3. Application of Mandatory Prepayments of Loans..................................       31

SECTION 7. MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES...............................................       31
         7.1. Making of Payments.........................................................................       31
         7.2. Application of Certain Payments............................................................       31
         7.3. Due Date Extension.........................................................................       31
         7.4. Failure to Make Payments...................................................................       31
         7.5. Setoff.....................................................................................       32
         7.6. Proration of Payments......................................................................       32
         7.7. Taxes......................................................................................       33

SECTION 8. INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR LOANS......................................       34
         8.1. Increased Costs............................................................................       34
         8.2. Basis for Determining Interest Rate Inadequate or Unfair...................................       35
         8.3. Changes in Law Rendering Eurodollar Loans Unlawful.........................................       36
         8.4. Funding Losses.............................................................................       36
         8.5. Right of Banks to Fund through Other Offices...............................................       37
         8.6. Discretion of Banks as to Manner of Funding................................................       37
         8.7. Mitigation of Circumstances; Replacement of Affected Bank..................................       37
         8.8. Conclusiveness of Statements; Survival of Provisions.......................................       37

SECTION 9. WARRANTIES....................................................................................       38
         9.1. Organization, etc. ........................................................................       38
         9.2. Authorization; No Conflict.................................................................       38
         9.3. Validity and Binding Nature................................................................       38
         9.4. Financial Condition........................................................................       39
         9.5. No Material Adverse Change.................................................................       39
         9.6. Litigation and Contingent Liabilities......................................................       39
         9.7. Ownership of Properties; Liens.............................................................       39
         9.8. Subsidiaries...............................................................................       39
         9.9. Pension Plans..............................................................................       39


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         9.10.  Investment Company Act...................................................................       40
         9.11.  Public Utility Holding Company Act.......................................................       40
                   9.11.1. Regulation U..................................................................       40
         9.12.  Taxes....................................................................................       40
         9.13.  Solvency, etc............................................................................       40
         9.14.  Environmental Matters....................................................................       40
         9.15.  Information..............................................................................       42

SECTION 10. COVENANTS....................................................................................       42
         10.1.  Reports, Certificates and Other Information..............................................       42
                   10.1.1.  Audit Report.................................................................       42
                   10.1.2.  Quarterly Reports............................................................       43
                   10.1.3.  Monthly Reports..............................................................       43
                   10.1.4.  Certificates.................................................................       43
                   10.1.5.  Reports to SEC and to Shareholders...........................................       43
                   10.1.6.  Notice of Default, Litigation and ERISA Matters..............................       44
                   10.1.7.  Subsidiaries.................................................................       45
                   10.1.8.  Management Reports...........................................................       45
                   10.1.9.  Projections..................................................................       45
                   10.1.10. Appraisals...................................................................       45
                   10.1.11. Other Information............................................................       45
         10.2.  Books, Records and Inspections...........................................................       45
         10.3.  Insurance................................................................................       45
         10.4.  Compliance with Laws, Material Contracts; Payment of
                   Taxes and Liabilities.................................................................       46
         10.5.  Maintenance of Existence, etc. ..........................................................       46
         10.6.  Financial Covenants......................................................................       46
                   10.6.1.  Minimum Net Worth............................................................       46
                   10.6.2.  Minimum Interest Coverage....................................................       46
                   10.6.3.  Funded Debt to Adjusted EBITDA Ratio.........................................       46
                   10.6.4.  Senior Funded Debt to Adjusted EBITDA Ratio..................................       46
                   10.6.5.  Debt to Capitalization Ratio.................................................       47
                   10.6.6.  Capital Expenditures.........................................................       47
                   10.6.7.  Net Loss.....................................................................       47
         10.7.  Limitations on Debt......................................................................       47
         10.8.  Liens....................................................................................       48
         10.9.  Operating Leases.........................................................................       49
         10.10. Restricted Payments......................................................................       49
         10.11. Mergers, Consolidations, Sales...........................................................       49
         10.12. Use of Proceeds..........................................................................       50
         10.13. Further Assurances.......................................................................       50
         10.14. Transactions with Affiliates.............................................................       50




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         10.15. Employee Benefit Plans........................................................................50
         10.16. Environmental Laws............................................................................51
         10.17. Unconditional Purchase Obligations............................................................51
         10.18. Inconsistent Agreements.......................................................................51
         10.19. Business Activities...........................................................................51
         10.20. Advances and Other Investments................................................................51
         10.21. Interest Rate Protection......................................................................52
         10.22. Amendments to Certain Documents...............................................................52

SECTION 11. EFFECTIVENESS; CONDITIONS OF LENDING, ETC.........................................................52
         11.1.  Effectiveness.................................................................................52
                   11.1.1.  Notes.............................................................................53
                   11.1.2.  Resolutions.......................................................................53
                   11.1.3.  Consents, etc.....................................................................53
                   11.1.4.  Incumbency and Signature Certificates.............................................53
                   11.1.5.  Opinions of Counsel for the Company and the Guarantors............................53
                   11.1.6.  Financial Information.............................................................53
                   11.1.7.  Real Estate Documents.............................................................53
                   11.1.8.  Security Agreement................................................................54
                   11.1.9.  Guaranty..........................................................................54
                   11.1.10. Pledge Agreements.................................................................54
                   11.1.11. Borrowing Base Certificate........................................................54
                   11.1.12. Appraisal and Audit Reports.......................................................54
                   11.1.13. Other.............................................................................55
         11.2.  Conditions to All Extensions of Credit........................................................55
                   11.2.1.  Compliance with Warranties, No Default, etc.......................................55
                   11.2.2.  Confirmatory Certificate..........................................................55
                   11.2.3.  Total Outstandings................................................................56

SECTION 12. EVENTS OF DEFAULT AND THEIR EFFECT................................................................56
         12.1.  Events of Default.............................................................................56
                   12.1.1.  Non-Payment of the Loans, etc.....................................................56
                   12.1.2.  Non-Payment of Other Debt.........................................................56
                   12.1.3.  Other Material Obligations........................................................56
                   12.1.4.  Bankruptcy, Insolvency, etc.......................................................56
                   12.1.5.  Non-Compliance with Provisions of This Agreement..................................57
                   12.1.6.  Warranties........................................................................57
                   12.1.7.  Pension Plans.....................................................................57
                   12.1.8.  Judgments.........................................................................57
                   12.1.9.  Invalidity of Guaranty, etc.......................................................57
                   12.1.10. Invalidity of Collateral Documents, etc...........................................57
                   12.1.11. Change in Control.................................................................58
         12.2.  Effect of Event of Default....................................................................58

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SECTION 13. THE ADMINISTRATIVE AGENT........................................................................59
         13.1.     Appointment and Authorization............................................................59
         13.2.     Delegation of Duties.....................................................................59
         13.3.     Liability of Administrative Agent........................................................59
         13.4.     Reliance by Administrative Agent.........................................................60
         13.5.     Notice of Default........................................................................60
         13.6.     Credit Decision..........................................................................60
         13.7.     Indemnification..........................................................................61
         13.8.     Administrative Agent in Individual Capacity..............................................62
         13.9.     Successor Administrative Agent...........................................................62
         13.10.    Withholding Tax..........................................................................63
         13.11.    Collateral Matters.......................................................................64

SECTION 14. GENERAL.........................................................................................65
         14.1.     Waiver; Amendments.......................................................................65
         14.2.     Confirmations............................................................................65
         14.3.     Notices..................................................................................65
         14.4.     Computations.............................................................................66
         14.5.     Regulation U.............................................................................66
         14.6.     Costs, Expenses and Taxes................................................................66
         14.7.     Subsidiary References....................................................................67
         14.8.     Captions.................................................................................67
         14.9.     Assignments; Participations..............................................................67
                   14.9.1.   Assignments....................................................................67
                   14.9.2    Participations.................................................................68
         14.10.    Governing Law............................................................................69
         14.11.    Counterparts.............................................................................69
         14.12.    Successors and Assigns...................................................................69
         14.13.    Indemnification by the Company...........................................................69
         14.14.    Interest.................................................................................70
         14.15.    Forum Selection and Consent to Jurisdiction..............................................71
         14.16.    Waiver of Jury Trial.....................................................................72

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                         SCHEDULES

SCHEDULE 1.1             Pricing Schedule
SCHEDULE 2.1             Banks and Percentages
SCHEDULE 6.1(a)          Amortization of Term Loans
SCHEDULE 9.6             Litigation and Contingent Liabilities
SCHEDULE 9.8             Subsidiaries
SCHEDULE 9.14            Environmental Matters
SCHEDULE 10.7            Existing Debt
SCHEDULE 10.8            Existing Liens
SCHEDULE 10.9            Existing Operating Leases
SCHEDULE 11.1.7          Mortgaged Property
SCHEDULE 12.1.11         Key Executives
SCHEDULE 14.3            Addresses for Notices


                         EXHIBITS

EXHIBIT A                Form of Note (Section 3.1)
EXHIBIT B                Form of Compliance Certificate (Section 10.1.3)
EXHIBIT C                Form of Guaranty (Section 1)
EXHIBIT D                Form of Security Agreement (Section 1)
EXHIBIT E                Form of Company Pledge Agreement (Section 1)
EXHIBIT F                Form of Subsidiary Pledge Agreement (Section 1)
EXHIBIT G                Form of Assignment Agreement (Section 14.9)
EXHIBIT H                Form of Borrowing Base Certificate (Section 1)
EXHIBIT I                Form of Request for Increase in Revolving Commitment
                         Amount (Section 6.2.2)



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                                CREDIT AGREEMENT

         This CREDIT AGREEMENT, dated as of June 30, 2000 (this "AGREEMENT"), is
entered into among U.S. PLASTIC LUMBER CORP., a Nevada corporation (the
"COMPANY"), various financial institutions from time to time parties to the
Agreement (together with their respective successors and assigns, the "BANKS"),
and BANK OF AMERICA, N.A. (in its individual capacity, "BANK OF AMERICA"), as
administrative agent for the Banks.

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

1        SECTION DEFINITIONS.

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

         ACQUIRED EQUIPMENT means Eligible Equipment acquired by the Company or
any Subsidiary (other than Clean Earth, Inc.) as a result of an acquisition
permitted by SECTION 10.11.

         ADJUSTED EBITDA means, for any period, EBITDA for such period; PROVIDED
that in calculating Adjusted EBITDA, (a) the consolidated net income of any
Person acquired by the Company or any Subsidiary during such period (plus, to
the extent deducted in determining such consolidated net income, interest
expense, income tax expense, depreciation and amortization of such Person) shall
be included on a PRO FORMA basis for such period (assuming the consummation of
each such acquisition and the incurrence or assumption of any Debt in connection
therewith occurred on the first day of such period, but adjusted to add back
non-recurring expenses and other items (such as owner compensation) to the
extent disclosed to and reasonably approved by the Required Banks) based upon
(i) to the extent available, (x) the audited consolidated balance sheet of such
acquired Person and its consolidated Subsidiaries as at the end of the fiscal
year of such Person preceding the acquisition of such Person and the related
audited consolidated statements of income, stockholders' equity and cash flows
for such fiscal year and (y) any subsequent unaudited financial statements for
such Person for the period prior to the acquisition of such Person so long as
such statements were prepared on a basis consistent with the audited financial
statements referred to above or (ii) to the extent the items listed in CLAUSE
(I) are not available, such historical financial statements and other
information as is disclosed to, and reasonably approved by, the Required Banks;
and (b) the consolidated net income of any Person (or division or similar
business unit) disposed of by the Company or any Subsidiary during such period
(plus, to the extent deducted in determining such consolidated net income,
interest expense, income tax expense, depreciation and amortization of such
Person (or division or business unit)) shall be excluded on a PRO FORMA basis
for such period (assuming the consummation of such disposition occurred on the
first day of such period).

         ADJUSTED WORKING CAPITAL means, for any period, the excess of:




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           (a) (i) the consolidated current assets of the Company and its
Subsidiaries LESS (ii) the amount of cash and cash equivalents included in such
consolidated current assets;

OVER

           (b) (i) consolidated current liabilities of the Company and its
Subsidiaries LESS (ii) the amount of short-term Debt (including current
maturities of long-term Debt) of the Company and its Subsidiaries included in
such consolidated current liabilities.

         ADMINISTRATIVE AGENT means Bank of America in its capacity as
administrative agent for the Banks hereunder and any successor thereto in such
capacity.

         ADMINISTRATIVE AGENT'S OFFICE means the Administrative Agent's address
and, as appropriate, account as set forth on SCHEDULE 14.3, or such other
address or account as the Administrative Agent hereafter may designate by
written notice to the Company and Banks.

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

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

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

         AGREEMENT - see the PREAMBLE.

         ASSET SALE means the sale, lease, assignment or other transfer for
value by the Company or any Subsidiary to any Person (other than the Company or
any Subsidiary) of any asset or right of the Company or such Subsidiary
(including any sale or other transfer of stock of any Subsidiary, whether by
merger, consolidation or otherwise).

         ASSIGNEE - see SECTION 14.9.1.

         ASSIGNMENT AGREEMENT - see SECTION 14.9.1.

         BANK - see the PREAMBLE. References to the "Banks" shall include the
Issuing Bank and the Swing Line Bank; for purposes of clarification only, to the
extent that Bank of America (or any successor Issuing Bank or Swing Line Bank)





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may have rights or obligations in addition to those of the other Banks due to
its status as Issuing Bank or Swing Line Bank, its status as such will be
specifically referenced.

         BANK OF AMERICA - see the PREAMBLE.

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

         BASE RATE LOAN means any Loan which bears interest at or by reference
to the Base Rate.

         BASE RATE MARGIN - see SCHEDULE 1.1.

         BORROWING BASE means, at any time of determination, the sum of (i) 80%
of Eligible Accounts Receivable, PLUS (ii) the lesser of (A) 50% of Eligible
Inventory or (B) 50% of the amount determined pursuant to clause (i) , PLUS
(iii) the Specified Percentage of the Initial Equipment Value of all Eligible
Equipment.

         BORROWING BASE CERTIFICATE means a certificate substantially in the
form of EXHIBIT H containing a computation of the Borrowing Base.

         BUSINESS DAY means any day other than a Saturday, Sunday or other day
on which commercial banks are authorized to close under the laws of, or are in
fact closed in, the state where the Administrative Agent's Office is located
and, if such day relates to a Eurodollar Loan, means any such day on which
dealings in Dollar deposits are carried on in the interbank eurodollar market.

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

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

         CASH EQUIVALENT INVESTMENT means, at any time, (a) any evidence of
Debt, maturing not more than one year after such time, issued or guaranteed by
the United States Government or any agency thereof, (b) commercial paper,
maturing not more than one year from the date of issue, or corporate demand
notes, in each case (unless issued by a Bank or its holding company) rated at
least A-l by Standard & Poor's Ratings Group or P-l by Moody's Investors
Service, Inc., (c) any certificate of deposit (or time deposits represented by






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such certificates of deposit) or bankers acceptance, maturing not more than one
year after such time, or overnight Federal Funds transactions that are issued or
sold by a commercial banking institution that is a member of the Federal Reserve
System and has a combined capital and surplus and undivided profits of not less
than $500,000,000, (d) any repurchase agreement entered into with any Bank (or
other commercial banking institution of the stature referred to in CLAUSE (C))
which (i) is secured by a fully perfected security interest in any obligation of
the type described in any of CLAUSES (A) through (C) and (ii) has a market value
at the time such repurchase agreement is entered into of not less than 100% of
the repurchase obligation of such Bank (or other commercial banking institution)
thereunder and (e) investments in short-term asset management accounts offered
by any Bank for the purpose of investing in loans to any corporation (other than
the Company or an Affiliate of the Company), state or municipality, in each case
organized under the laws of any state of the United States or of the District of
Columbia.

         CERCLA - see SECTION 9.14.

         CODE means the Internal Revenue Code of 1986, as amended.

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

         COMMITMENT means, as to any Bank, such Bank's commitment to make Loans,
and (if applicable) to issue or participate in Letters of Credit and to
participate in Swing Line Loans, under this Agreement.

         COMPANY - see the PREAMBLE.

         COMPANY PLEDGE AGREEMENT means the pledge agreement between the Company
and the Administrative Agent, a copy of which is attached as EXHIBIT E.

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

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

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




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         DEBT of any Person means, without duplication, (a) all indebtedness of
such Person for borrowed money, whether or not evidenced by bonds, debentures,
notes or similar instruments, (b) all obligations of such Person as lessee under
Capital Leases which have been or should be recorded as liabilities on a balance
sheet of such Person, (c) all obligations of such Person to pay the deferred
purchase price of property or services (excluding trade accounts payable in the
ordinary course of business), (d) all indebtedness secured by a Lien on the
property of such Person, whether or not such indebtedness shall have been
assumed by such Person (it being understood that if such Person has not assumed
or otherwise become personally liable for any such indebtedness, the amount of
the Debt of such Person in connection therewith shall be limited to the lesser
of the face amount of such indebtedness or the fair market value of all property
of such Person securing such indebtedness), (e) all obligations, contingent or
otherwise, with respect to the face amount of all letters of credit (whether or
not drawn) and banker's acceptances issued for the account of such Person
(including the Letters of Credit), (f) all Hedging Obligations of such Person,
(g) all Suretyship Liabilities of such Person and (h) all Debt of any
partnership in which such Person is a general partner. The amount of any
Person's Debt in respect of any obligation to pay the deferred purchase price of
property or services where such obligation is contingent upon sales, revenues,
the achievement of a particular business goal or any similar test shall be the
maximum amount which (at any date of determination) is reasonably expected to be
paid in respect of such obligation as estimated by the Company (subject to the
approval of the Required Banks, which shall not be unreasonably withheld).

         DEBT TO BE REPAID means the Debt listed on SCHEDULE 10.7(F).

         DISPOSAL - see the definition of "RELEASE".

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

         EBITDA means, for any period, Consolidated Net Income for such period
PLUS to the extent deducted in determining such Consolidated Net Income,
Interest Expense, income tax expense, depreciation and amortization for such
period.

         EFFECTIVE DATE - see SECTION 11.1.

         ELIGIBLE ACCOUNTS RECEIVABLE means at any time any amount then due to
the Company or any Subsidiary (other than Clean Earth, Inc.) from any Person,
arising from the sale of the Company's and such Subsidiaries' products, which
meets each of the following requirements:

         (1) it is a valid, legally enforceable obligation of the obligor
         thereunder, is not subject to any offset, counterclaim or other defense
         on the part of such obligor or to any claim on the part of such obligor
         denying liability thereunder in whole or in part and is not unearned
         income related to advance billings;




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         (2) it is owned by the Company free of any title defects and subject to
         a first perfected security interest in favor of the Administrative
         Agent and is not subject to any other lien or security interest
         whatsoever;

         (3) if it arises from the sale of goods, such goods have been shipped
         or delivered to the account debtor under such receivable;

         (4) it is evidenced by an invoice (dated not earlier than the date of
         shipment or performance) rendered to such obligor, and is not evidenced
         by any instrument or chattel paper;

         (5) it is not owing by any obligor whose obligations the Administrative
         Agent, in its reasonable discretion, shall have notified the Company in
         writing are not deemed to constitute Eligible Accounts Receivable;

         (6) it is not owing by an obligor who shall have failed to pay in full
         25% or more of any invoices evidencing obligations to the Company or
         its Subsidiaries within 90 days after the date of such invoice;

         (7) the invoice evidencing such account receivable is not more than 90
         days after the date of such invoice, unless such account receivable
         arises in connection with the Company's winter buying program (and is
         readily identifiable as such) in which case such account receivable is
         not more than 150 days after the date of such invoice;

         (8) it is not owing by an account debtor which, to the knowledge of the
         Company or the applicable Subsidiary, is subject to any bankruptcy,
         insolvency or similar proceeding; and

         (9) The debtor upon the account is not any of the following:

                           (i) an employee, affiliate, parent or Subsidiary of
                  the Company, or an entity which has common officers or
                  directors with the Company;

                           (ii) the U.S. government or any agency or department
                  of the U.S. government unless the Bank agrees in writing to
                  accept the obligation, the Company complies with the
                  procedures in the Federal Assignment of Claims Act of 1940 (41
                  U.S.C.ss.15) with respect to the obligation, and the
                  underlying contract expressly provides that neither the U.S.
                  government nor any agency or department thereof shall have the
                  right of set-off against the Borrower; or

                           (iii) any person or entity located in a foreign
                  country unless (A) the account is supported by an irrevocable
                  letter of credit issued by a bank acceptable to the
                  Administrative Agent, and, if requested by the Administrative





                                       6
<PAGE>   14


                  Agent, the original of such letter of credit and/or any usance
                  drafts draws under such letter of credit and accepted by the
                  issuing or confirming bank have been delivered to the
                  Administrative Agent, or (B) the account is covered by foreign
                  credit insurance acceptable to the Administrative Agent and
                  the account is otherwise an Acceptable Receivable.

         An obligation which is at any time an Eligible Account Receivable, but
which subsequently fails to meet any of the foregoing requirements, shall
forthwith cease to be an Eligible Account Receivable.

         ELIGIBLE EQUIPMENT means equipment:

         (1) in which the Administrative Agent has a valid, duly perfected lien;

         (2) to which the Company or one of its Subsidiaries (other than Clean
         Earth, Inc.) holds indefeasible title;

         (3) which is not subject to any Liens other than those in favor of the
         Administrative Agent;

         (4) which is in marketable condition;

         (5) which is located at real property which is owned or leased by the
         Company or a Subsidiary, provided that if it is located at property
         leased by the Company, the Company shall have delivered to the
         Administrative Agent a landlord's consent, in form and substance
         reasonably satisfactory to the Administrative Agent, from the owner of
         such property;

         (6) if such Equipment is or may constitute a fixture, an appropriate
         fixture filing has been filed and is effective in the real estate or
         other appropriate records of the county (or other applicable
         jurisdiction) where such Equipment is located;

         (7) it is not Equipment which the Required Banks shall have notified
         the Company in writing is not deemed to constitute Eligible Equipment;
         and

         (8) for which the Administrative Agent has received a satisfactory
         appraisal at the Company's expense;

         PROVIDED that in no case shall the aggregate amount included in
         Eligible Equipment with respect to manuals, parts and accessories
         exceed 5% of the aggregate amount of all Eligible Equipment.




                                       7
<PAGE>   15



         ELIGIBLE INVENTORY means all goods of the Company and its Subsidiaries
(other than Clean Earth, Inc.) which are held for lease or sale or held as raw
materials or supplies, and which meet all of the following requirements:

                  (1) it is owned by the Company free of any title defects and
         (a) is subject to a perfected Lien in favor of the Administrative Agent
         and (b) is not subject to any assignment, claim or Lien other than
         Liens consented to by the Required Banks;

                  (2) if held for sale or lease or furnishing under contracts of
         service, it is (except as the Required Banks may otherwise consent in
         writing) new, unused and in first-class, marketable condition;

                  (3) except as the Required Banks may otherwise consent, it is
         in the possession and control of the Company or the applicable
         Subsidiary;

                  (4) it is not inventory which is dedicated to, identifiable
         with, or otherwise specifically to be used in the manufacture of goods
         which are to be sold or leased to the United States of America or any
         department, agency or instrumentality thereof, and in respect of which
         inventory the Company or the applicable Subsidiary shall have received
         any progress or other advance payment which is or may be credited
         against any Account Receivable generated upon the sale or lease of any
         such goods;

                  (5) it is not inventory produced in violation of the Fair
         Labor Standards Act and subject to the "hot goods" provisions contained
         in Title 29 U.S.C. ss.215 or any successor statute or section;

                  (6) it is not subject to any agreement which would restrict
         the Agent's ability to sell or otherwise dispose of such inventory such
         as inventory bearing a servicemark, trademark or name of any Person
         other than the Company or the applicable Subsidiary, or with respect to
         which the use by the Company or the applicable Subsidiary or the
         manufacture or sale thereof by the Company or the applicable Subsidiary
         is subject to any licensing, patent, royalty, trademark, tradename or
         copyright agreement with any other Person;

                  (7) it is not (i) hardware, packaging or shipping materials,
         (ii) goods used in connection with maintenance or repair of the
         Company's or the applicable Subsidiary's business, properties or
         assets, or (iii) work in process;

                  (8) it is not defective or obsolete or held for sale at a
         "close-out" or otherwise offered generally at a discount as part of a
         discontinued line;

                  (9)      it is finished goods or raw materials; and





                                       8
<PAGE>   16


                  (10) it is not Inventory which the Required Banks shall have
                  notified the Company in writing is not deemed to constitute
                  Eligible Inventory.

Inventory of the Company or any Subsidiary which is at any time Eligible
Inventory but which subsequently fails to meet any of the foregoing requirements
shall forthwith cease to be Eligible Inventory.

         ENVIRONMENTAL CLAIMS means all claims, however asserted, by any
governmental, regulatory or judicial authority or other Person alleging
potential liability or responsibility for violation of any Environmental Law, or
for release of Hazardous Substances (as defined in SECTION 9.5) or injury to the
environment.

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

         ERISA means the Employee Retirement Income Security Act of 1974.

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

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

         EURODOLLAR MARGIN - see SCHEDULE 1.1.

         EURODOLLAR OFFICE means with respect to any Bank the office or offices
of such Bank which shall be making or maintaining the Eurodollar Loans of such
Bank hereunder or, if applicable, such other office or offices through which
such Bank determines the Eurodollar Rate. A Eurodollar Office of any Bank may
be, at the option of such Bank, either a domestic or foreign office.

         EURODOLLAR RATE means, with respect to any Eurodollar Loan for any
Interest Period, the rate per annum at which Dollar deposits in immediately
available funds are offered to the Eurodollar Office of Bank of America two
Business Days prior to the beginning of such Interest Period by major banks in
the interbank eurodollar market as at or about 10:00 A.M., Chicago time, for




                                       9
<PAGE>   17




delivery on the first day of such Interest Period, for the number of days
comprised therein and in an amount equal or comparable to the amount of the
Eurodollar Loan of Bank of America for such Interest Period.

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

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

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

         EXCESS CASH FLOW means, for any period, the remainder of

         (a)        EBITDA for such period,

         LESS

         (b)        the sum, without duplication of

                  (i) repayments of principal of Term Loans pursuant to SECTION
         6.1, regularly scheduled principal payments arising with respect to any
         other long-term Debt of the Company and its Subsidiaries, and the
         portion of any regularly scheduled payments with respect to Capital
         Leases allocable to principal, in each case made during such period,

         PLUS

                  (ii) voluntary prepayments of the Term Loans pursuant to
         SECTION 6.3.1 during such period,

         PLUS

                  (iii) cash payments made in such period with respect to
         Capital Expenditures,

         PLUS

                  (iv) all federal, state, local and foreign income taxes paid
         by the Company and its Subsidiaries during such period,

         PLUS





                                       10
<PAGE>   18


                  (v) cash Interest Expense of the Company and its Subsidiaries
         during such period,

         PLUS

                  (vi) any gains on Asset Sales (net of taxes paid or reasonably
         estimated by the Company to be payable as a result thereof) during such
         period to the extent that (A) such gains were included in calculating
         EBITDA for such period AND (B) the proceeds of such gains were applied
         to prepay Term Loans pursuant to SUBSECTION 6.3.2(B),

         PLUS

                  (vii) any increase in Adjusted Working Capital during such
         period (exclusive of increases in working capital associated with Asset
         Sales),

         MINUS

                  (viii) any decrease in Adjusted Working Capital during such
         period.

         EXEMPTION REPRESENTATION - see SECTION 7.7.

         EXISTING EQUIPMENT means Eligible Equipment owned by the Company or any
Subsidiary (other than Clean Earth, Inc.) on the Effective Date.

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

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

         FISCAL QUARTER means a fiscal quarter of a Fiscal Year.




                                       11
<PAGE>   19


         FISCAL YEAR means the fiscal year of the Company and its Subsidiaries,
which period shall be the 12-month period ending on December 31 of each year.
References to a Fiscal Year with a number corresponding to any calendar year
(e.g., "Fiscal Year 1999") refer to the Fiscal Year ending on December 31 of
such calendar year.

         FOREIGN SUBSIDIARY means each Subsidiary of the Company which is
organized under the laws of any jurisdiction other than, and which is conducting
the majority of its business outside of, the United States or any state thereof.

         FRB means the Board of Governors of the Federal Reserve System or any
successor thereto.

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

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

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

         GROUP - see SECTION 2.2.1.

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

         GUARANTY means the Guaranty issued by various Subsidiaries of the
Company, a copy of which is attached as EXHIBIT C.

         HAZARDOUS SUBSTANCES - see SECTION 9.14.

         HEDGING OBLIGATIONS means, with respect to any Person, all liabilities
of such Person under interest rate, currency and commodity swap agreements, cap




                                       12
<PAGE>   20



agreements and collar agreements, and all other agreements or arrangements
designed to protect such Person against fluctuations in interest rates, currency
exchange rates or commodity prices.

         HIGHEST LAWFUL RATE means, with respect to any indebtedness owed to any
Bank hereunder or under any Note, the maximum nonusurious interest rate, if any,
that at any time or from time to time may be contracted for, taken, reserved,
charged or received by such Bank with respect to such indebtedness under
applicable law.

         IMMATERIAL LAW means any provision of any Environmental Law the
violation of which will not (a) violate any judgment, decree or order which is
binding upon the Company or any Subsidiary, (b) result in or threaten any injury
to public health or the environment or any material damage to the property of
any Person or (c) result in any liability or expense (other than any DE MINIMIS
liability or expense) for the Company or any Subsidiary; provided that no
provision of any Environmental Law shall be an Immaterial Law if the
Administrative Agent has notified the Company that the Required Banks have
determined in good faith that such provision is material.

         INITIAL EQUIPMENT VALUE means (A) with respect to Existing Equipment or
Acquired Equipment, the forced liquidation value of such equipment as determined
by an appraisal firm acceptable to the Required Banks; and (B) with respect to
Purchased Equipment, the cost of such equipment as evidenced by an invoice or
other documentation acceptable to the Administrative Agent. The Initial
Equipment Value for Purchased Equipment may be increased to reflect purchases by
the Company or any Subsidiary of Eligible Equipment only at such times as the
Company delivers quarterly compliance certificates pursuant to SECTION 10.1.4.

         INTEREST COVERAGE RATIO means, for any Computation Period, the ratio of
(a) EBITDA for such Computation Period to (b) Interest Expense for such
Computation Period.

         INTEREST EXPENSE means, as to any Person for any Computation Period,
the consolidated interest expense of the Company and its Subsidiaries for such
Computation Period (including all imputed interest on Capital Leases).

         INTEREST PERIOD means, as to any Eurodollar Loan, the period commencing
on the date such Loan is borrowed or continued as, or converted into, a
Eurodollar Loan and ending on the date one, two, three or six months thereafter,
as selected by the Company pursuant to SECTION 2.2.3; PROVIDED that:

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

                    (ii) any Interest Period for a Eurodollar Loan that begins
         on a day for which there is no numerically corresponding day in the




                                       13
<PAGE>   21



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

                    (iii) the Company may not select any Interest Period for any
         Revolving Loan which would extend beyond the scheduled Revolving
         Termination Date; and

                    (iv) (A) the Company may not select any Interest Period for
         a Term Loan if, after giving effect to such selection, the aggregate
         principal amount of all Term Loans having Interest Periods ending after
         any date on which an installment of the Term Loans is scheduled to be
         repaid would exceed the aggregate principal amount of the Term Loans
         scheduled to be outstanding after giving effect to such repayment.

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

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

         L/C APPLICATION means, with respect to any request for the issuance of
a Letter of Credit, a letter of credit application in the form being used by the
applicable Issuing Bank at the time of such request for the type of letter of
credit requested; PROVIDED that to the extent any such letter of credit
application is inconsistent with any provision of this Agreement, the applicable
provision of this Agreement shall control.

         LC FEE RATE - see SCHEDULE 1.1.

         LEAD ARRANGER means Banc of America Securities LLC in its capacity as
arranger of the facilities hereunder.

         LETTER OF CREDIT - see SECTION 2.1.2.

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

         LOAN means a Revolving Loan, a Swing Line Loan or a Term Loan.




                                       14
<PAGE>   22


         LOAN DOCUMENTS means this Agreement, the Notes, the Guaranty, the L/C
Applications, the Collateral Documents and any other documents evidencing the
Loans hereunder.

         MARGIN STOCK means any "margin stock" as defined in Regulation U of the
FRB.

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

         MORTGAGE means a mortgage, deed of trust, leasehold mortgage or similar
instrument granting the Administrative Agent a Lien on real property owned or
leased by the Company or any Subsidiary.

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

         NET CASH PROCEEDS means:

         (a)      with respect to any Asset Sale, the aggregate cash proceeds
                  (including cash proceeds received by way of deferred payment
                  of principal pursuant to a note, installment receivable or
                  otherwise, but only as and when received) received by the
                  Company or any Subsidiary pursuant to such Asset Sale, net of
                  (i) the direct costs relating to such Asset Sale (including
                  sales commissions and legal, accounting and investment banking
                  fees), (ii) taxes paid or reasonably estimated by the Company
                  to be payable as a result thereof (after taking into account
                  any available tax credits or deductions and any tax sharing
                  arrangements) and (iii) amounts required to be applied to the
                  repayment of any Debt secured by a Lien on the asset subject
                  to such Asset Sale (other than Debt hereunder); and

         (b)      with respect to any issuance of equity securities or Debt, the
                  aggregate cash proceeds received by the Company or any
                  Subsidiary pursuant to such issuance, net of the direct costs
                  relating to such issuance (including sales and underwriter's
                  discounts and commissions and legal, accounting and investment
                  banking fees).

         NET WORTH means the Company's consolidated stockholders' equity.

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

         NON-USE FEE RATE - see SCHEDULE 1.1.




                                       15
<PAGE>   23


         NOTE - see SECTION 3.1.

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

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

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

         PERCENTAGE means a Revolving Percentage or a Term Percentage, as the
context may require.

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

         PURCHASED EQUIPMENT means Eligible Equipment purchased or otherwise
acquired by the Company or any Subsidiary (other than Clean Earth, Inc.) after
the Effective Date (other than as a result of an acquisition permitted by
SECTION 10.11).

         RCRA - see SECTION 9.14.

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

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





                                       16
<PAGE>   24


wherein any affected property lies establish a meaning for "RELEASE" or
"DISPOSAL" which is broader than is specified in either CERCLA or RCRA, such
broader meaning shall apply.

         REQUIRED BANKS means Banks having an aggregate Total Percentage of
66-2/3 or more.

         REVOLVING COMMITMENT means, as to any Bank, such Bank's commitment to
make Revolving Loans, to participate in Swing Line Loans and to issue or
participate in Letters of Credit under this Agreement.

         REVOLVING COMMITMENT AMOUNT means $15,000,000, as such amount may be
reduced or increased from time to time pursuant to SECTION 6.2; PROVIDED,
HOWEVER, that so long as any Debt listed on Schedule 10.7(f) has not been
repaid, the aggregate amount of such Debt shall reduce the Revolving Commitment
Amount.

         REVOLVING LOAN - see SECTION 2.1.1.

         REVOLVING OUTSTANDINGS means, at any time, the aggregate outstanding
principal amount of all Revolving Loans and Swing Line Loans plus the aggregate
Stated Amount of all Letters of Credit.

         REVOLVING PERCENTAGE means, as to any Bank, the percentage which (a)
the Revolving Commitment of such Bank (or, after termination of the Revolving
Commitments, the principal amount of such Bank's Revolving Loans) is of (b) the
aggregate amount of Revolving Commitments (or after termination of the Revolving
Commitments, the aggregate principal amount of all Revolving Loans and Swing
Line Loans); PROVIDED that, if and so long as any Bank fails to fund its
participation in any Letter of Credit or Swing Line Loan when required by
SECTION 2.3.5 or 2.4.3, such Bank's Revolving Percentage shall be deemed for
purposes of this definition to be reduced to the extent of the defaulted amount
and the Revolving Percentage of the Issuing Bank or the Swing Line Bank, as
applicable, shall be deemed for purposes of this definition to be increased to
such extent. The initial Revolving Percentage of each Bank is set forth across
from such Bank's name on SCHEDULE 2.1.

         REVOLVING TERMINATION DATE means the earlier to occur of (a) June 29,
2003 or (b) such other date on which the Revolving Commitments terminate
pursuant to SECTION 6 or 12.

         SEC means the Securities and Exchange Commission.

         SECURITY AGREEMENT means the Security Agreement among the Company,
various subsidiaries and the Administrative Agent, a copy of which is attached
as EXHIBIT D.

         SENIOR FUNDED DEBT means the remainder of (a) Funded Debt MINUS (b)
Subordinated Debt.




                                       17
<PAGE>   25


         SENIOR FUNDED DEBT TO ADJUSTED EBITDA RATIO means , for any Computation
Period, the ratio of (i) Senior Funded Debt as of the last day of such
Computation Period to (ii) Adjusted EBITDA for such Computation Period.

         SPECIFIED PERCENTAGE means (A) with respect to Existing Equipment, 90%
reduced by the product of 2.5% MULTIPLIED BY the number of full Fiscal Quarters
that have elapsed since the Effective Date; (B) with respect to any Acquired
Equipment, on the date such equipment is acquired 90%, and at any time
thereafter 90% reduced by the product of 2.5% MULTIPLIED BY the number of full
Fiscal Quarters that have elapsed since the date of acquisition of such
equipment; and (C) with respect to any Purchased Equipment, on the date such
equipment is purchased, 90%, and at any time thereafter 90% reduced by the
product of 2.5% MULTIPLIED BY the number of full Fiscal Quarters that have
elapsed since the date such equipment was purchased. In no event shall the
Specified Percentage for any Equipment be less than zero.

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

         STOUT NOTE means the promissory note dated January 27, 1999 issued by
the Company to Stout Partnership, as amended.

         SUBORDINATED DEBT means any Debt of the Company which has maturities
and other terms, and which is subordinated to the obligations of the Company and
its Subsidiaries hereunder and under the other Loan Documents in a manner,
approved in writing by the Required Banks.

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

         SUBSIDIARY PLEDGE AGREEMENT means each pledge agreement substantially
in the form of EXHIBIT F issued by any Subsidiary.

         SURETYSHIP LIABILITY means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to or otherwise to invest in a
debtor, or otherwise to assure a creditor against loss) any indebtedness,
obligation or other liability of any other Person (other than by endorsements of




                                       18
<PAGE>   26



instruments in the course of collection), or guarantees the payment of dividends
or other distributions upon the shares of any other Person. The amount of any
Person's obligation in respect of any Suretyship Liability shall (subject to any
limitation set forth therein) be deemed to be the principal amount of the debt,
obligation or other liability supported thereby.

         SWING LINE BANK means Bank of America in its capacity as swing line
lender hereunder, together with any replacement swing line lender arising under
SECTION 13.9.

         SWING LINE LOAN - see SECTION 2.4.1.

         TERM LOAN - see SECTION 2.1.3(A).

         TERM PERCENTAGE means, as to any Bank, the percentage which (a) the
principal amount of such Bank's Term Loan is of (b) the aggregate principal
amount of all Term Loans. The initial Term Percentage of each Bank is set forth
across from such Bank's name on SCHEDULE 2.1.

         TOTAL OUTSTANDINGS means at any time the aggregate principal amount of
all Loans plus all L/C Obligations.

         TOTAL PERCENTAGE means, as to any Bank, the percentage which (a) the
Revolving Commitment of such Bank plus the unpaid principal amount of the Term
Loans of such Bank (plus, after the termination of the Revolving Commitments,
the sum of the unpaid principal amount of the Revolving Loans of such Bank plus
the participations of such Bank in all Letters of Credit) is of (b) the sum of
the Commitments of all Banks plus the unpaid principal amount of all Term Loans
(plus, after the termination of the Revolving Commitments, the sum of the unpaid
principal amount of all Revolving Loans plus Swing Line Loans plus the Stated
Amount of all Letters of Credit); PROVIDED that if and so long as any Bank fails
to fund its participation in any Letter of Credit or Swing Line Loan when
required by SECTION 2.3.5 or 2.4.3, such Bank's Total Percentage shall be deemed
for purposes of this definition to be reduced to the extent of the defaulted
amount and the Total Percentage of the Issuing Bank or the Swing Line Bank, as
applicable, shall be deemed for purposes of this definition to be increased to
such extent.

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

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

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

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



                                       19
<PAGE>   27


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

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

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

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

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

2        SECTION COMMITMENTS OF THE BANKS; BORROWING AND CONVERSION PROCEDURES;
         LETTER OF CREDIT PROCEDURES; SWING LINE LOANS.

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

2.1.1 REVOLVING LOANS. Each Bank will make loans on a revolving basis
("REVOLVING LOANS") from time to time before the Revolving Termination Date in
such Bank's Revolving Percentage of such aggregate amounts as the Company may
from time to time request from all Banks; PROVIDED that the Revolving
Outstandings shall not at any time exceed the lesser of (a) the Revolving
Commitment Amount or (b) the Borrowing Base. Amounts borrowed under this SECTION
2.1.1 may be borrowed, repaid and reborrowed until the Revolving Termination
Date.

2.1.2 L/C COMMITMENT. (a) The Issuing Banks will issue standby letters of
credit, in each case containing such terms and conditions as are permitted by
this Agreement and are reasonably satisfactory to the applicable Issuing Bank






                                       20
<PAGE>   28



and the Company (each a "LETTER OF CREDIT"), at the request of and for the
account of the Company (or jointly for the account of the Company and any
Subsidiary) from time to time before the date which is 30 days prior to the
scheduled Revolving Termination Date and (b) as more fully set forth in SECTION
2.3.2, each Bank agrees to purchase a participation in each such Letter of
Credit; PROVIDED that (i) the aggregate Stated Amount of all Letters of Credit
shall not at any time exceed $5,000,000 and (ii) the Revolving Outstandings
shall not at any time exceed the lesser of (a) the Revolving Commitment Amount
or (b) the Borrowing Base.

2.1.3 TERM LOANS. Each Bank will make a single term loan ("each a TERM LOAN") on
the Effective Date in such Bank's Term Percentage of $30,000,000. Amounts repaid
with respect to Term Loans may not be reborrowed.

2.2 LOAN PROCEDURES.

2.2.1 VARIOUS TYPES OF LOANS. Each Revolving Loan and Term Loan shall be either
a Base Rate Loan or a Eurodollar Loan (each a "TYPE" of Loan), as the Company
shall specify in the related notice of borrowing or conversion pursuant to
SECTION 2.2.2 or 2.2.3. Eurodollar Loans having the same Interest Period are
sometimes called a "GROUP" or collectively "Groups". Base Rate Loans and
Eurodollar Loans may be outstanding at the same time, PROVIDED that (i) not more
than ten different Groups of Eurodollar Loans shall be outstanding at any one
time, and (ii) the aggregate principal amount of each Group of Eurodollar Loans
shall at all times be at least $1,000,000 and an integral multiple of $500,000.
All borrowings, conversions and repayments of Loans shall be effected so that
each Bank will have a pro rata share (according to its Percentage) of all types
and Groups of Loans.

2.2.2 BORROWING PROCEDURES. The Company shall give written notice or telephonic
notice (followed promptly by written confirmation thereof) to the Administrative
Agent of each proposed borrowing not later than (a) in the case of a Base Rate
borrowing, 10:00 A.M., Chicago time, on the proposed date of such borrowing, and
(b) in the case of a Eurodollar borrowing, 10:00 A.M., Chicago time, at least
three Business Days prior to the proposed date of such borrowing. Each such
notice shall be effective upon receipt by the Administrative Agent, shall be
irrevocable, and shall specify the date, amount and type of borrowing and, in
the case of a Eurodollar borrowing, the initial Interest Period therefor.
Promptly upon receipt of such notice, the Administrative Agent shall advise each
Bank thereof. Not later than 1:00 p.m., Chicago time, on the date of a proposed
borrowing, each Bank shall provide the Administrative Agent at the office
specified by the Administrative Agent with immediately available funds covering
such Bank's Percentage of such borrowing and, so long as the Administrative
Agent has not received written notice that the conditions precedent set forth in
SECTION 11 with respect to such borrowing have not been satisfied, the
Administrative Agent shall pay over the requested amount to the Company on the
requested borrowing date. Each borrowing shall be on a Business Day. Each
borrowing shall be in an aggregate amount of at least $1,000,000 and an integral
multiple of $500,000.

2.2.3 CONVERSION AND CONTINUATION PROCEDURES. (a) Subject to the provisions of
SECTION 2.2.1, the Company may, upon irrevocable written notice to the
Administrative Agent in accordance with CLAUSE (B) below:

                  (i) elect, as of any Business Day, to convert any outstanding
         Loan into a Loan of a different type; or




                                       21
<PAGE>   29


                           (ii) elect, as of the last day of the applicable
                  Interest Period, to continue any Group of Eurodollar Loans
                  having an Interest Period expiring on such day (or any part
                  thereof in an aggregate amount not less t han $1,000,000 or a
                  higher integral multiple of $500,000) for a new Interest
                  Period.

                  (b) The Company shall give written or telephonic (followed
         promptly by written confirmation thereof) notice to the Administrative
         Agent of each proposed conversion or continuation not later than (i) in
         the case of conversion into Base Rate Loans, 10:00 a.m., Chicago time,
         on the proposed date of such conversion; and (ii) in the case of a
         conversion into or continuation of Eurodollar Loans, 10:00 a.m.,
         Chicago time, at least three Business Days prior to the proposed date
         of such conversion or continuation, specifying in each case:

                           (1) the proposed date of conversion or continuation;

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

                           (3) the type of Loans resulting from the proposed
                  conversion or continuation; and

                           (4) in the case of conversion into, or continuation
                  of, Eurodollar Loans, the duration of the requested Interest
                  Period therefor.

                  (c) If upon expiration of any Interest Period applicable to
         any Eurodollar Loan, the Company has failed to select timely a new
         Interest Period to be applicable to such Eurodollar Loan, the Company
         shall be deemed to have elected to convert such Eurodollar Loan into a
         Base Rate Loan effective on the last day of such Interest Period.

                  (d) The Administrative Agent will promptly notify each Bank of
         its receipt of a notice of conversion or continuation pursuant to this
         SECTION 2.2 or, if no timely notice is provided by the Company, of the
         details of any automatic conversion.

                  (e) Unless the Required Banks otherwise consent, during the
         existence of any Event of Default or Unmatured Event of Default, the
         Company may not elect to have a Base Rate Loan converted into or
         continued as a Eurodollar Loan.

2.3 LETTER OF CREDIT PROCEDURES.

2.3.1 L/C APPLICATIONS. The Company shall give notice to the Administrative
Agent and the applicable Issuing Bank of the proposed issuance of each Letter of
Credit on a Business Day which is at least three Business Days (or such lesser
number of days as the Administrative Agent and such Issuing Bank shall agree in
any particular instance) prior to the proposed date of issuance of such Letter
of Credit. Each such notice shall be accompanied by an L/C Application, duly
executed by the Company (together with any Subsidiary for the account of which
the related Letter of Credit is to be issued) and in all respects satisfactory
to the Administrative Agent and the applicable Issuing Bank, together with such
other documentation as the Administrative Agent or such Issuing Bank may
reasonably request in support thereof, it being understood that each L/C





                                       22
<PAGE>   30



Application shall specify, among other things, the date on which the proposed
Letter of Credit is to be issued, the expiration date of such Letter of Credit
(which shall not be later than seven days prior to the Revolving Termination
Date) and whether such Letter of Credit is to be transferable in whole or in
part. So long as the applicable Issuing Bank has not received written notice
that the conditions precedent set forth in SECTION 11 with respect to the
issuance of such Letter of Credit have not been satisfied, such Issuing Bank
shall issue such Letter of Credit on the requested issuance date. Each Issuing
Bank shall promptly advise the Administrative Agent of the issuance of each
Letter of Credit by such Issuing Bank and of any amendment thereto, extension
thereof or event or circumstance changing the amount available for drawing
thereunder.

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

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

2.3.4 LIMITATION ON OBLIGATIONS OF ISSUING BANKS. In determining whether to pay
under any Letter of Credit, no Issuing Bank shall have any obligation to the
Company or any Bank other than to confirm that any documents required to be
delivered under such Letter of Credit appear to have been delivered and appear
to comply on their face with the requirements of such Letter of Credit. Any
action taken or omitted to be taken by an Issuing Bank under or in connection




                                       23
<PAGE>   31



with any Letter of Credit, if taken or omitted in the absence of gross
negligence and willful misconduct, shall not impose upon such Issuing Bank any
liability to the Company or any Bank and shall not reduce or impair the
Company's reimbursement obligations set forth in SECTION 2.3.3 or the
obligations of the Banks pursuant to SECTION 2.3.5.

2.3.5 FUNDING BY BANKS TO ISSUING BANKS. If an Issuing Bank makes any payment or
disbursement under any Letter of Credit and the Company has not reimbursed such
Issuing Bank in full for such payment or disbursement by 10:00 A.M., Chicago
time, on the date of such payment or disbursement, or if any reimbursement
received by such Issuing Bank from the Company is or must be returned or
rescinded upon or during any bankruptcy or reorganization of the Company or
otherwise, each other Bank shall be obligated to pay to the Administrative Agent
for the account of such Issuing Bank, in full or partial payment of the purchase
price of its participation in such Letter of Credit, its pro rata share
(according to its Revolving Percentage) of such payment or disbursement (but no
such payment shall diminish the obligations of the Company under SECTION 2.3.3),
and upon notice from the applicable Issuing Bank, the Administrative Agent shall
promptly notify each other Bank thereof. Each other Bank irrevocably and
unconditionally agrees to so pay to the Administrative Agent in immediately
available funds for the applicable Issuing Bank's account the amount of such
other Bank's Revolving Percentage of such payment or disbursement. If and to the
extent any Bank shall not have made such amount available to the Administrative
Agent by 2:00 P.M., Chicago time, on the Business Day on which such Bank
receives notice from the Administrative Agent of such payment or disbursement
(it being understood that any such notice received after noon, Chicago time, on
any Business Day shall be deemed to have been received on the next following
Business Day), such Bank agrees to pay interest on such amount to the
Administrative Agent for the applicable Issuing Bank's account forthwith on
demand for each day from the date such amount was to have been delivered to the
Administrative Agent to the date such amount is paid, at a rate per annum equal
to (a) for the first three days after demand, the Federal Funds Rate from time
to time in effect and (b) thereafter, the Base Rate from time to time in effect.
Any Bank's failure to make available to the Administrative Agent its Revolving
Percentage of any such payment or disbursement shall not relieve any other Bank
of its obligation hereunder to make available to the Administrative Agent such
other Bank's Revolving Percentage of such payment, but no Bank shall be
responsible for the failure of any other Bank to make available to the
Administrative Agent such other Bank's Revolving Percentage of any such payment
or disbursement.

2.4 SWING LINE LOANS.

2.4.1 SWING LINE LOANS. Subject to the terms and conditions of this Agreement,
the Swing Line Bank may from time to time, in its discretion, make loans to the
Company (collectively the "SWING LINE LOANS" and individually each a "SWING LINE
LOAN") in accordance with this SECTION 2.4 in an aggregate amount not at any
time exceeding $2,500,000; PROVIDED that this amount shall increase to
$5,000,000 at the time that the Swing Line Bank's Revolving Commitment is at
least $5,000,000; PROVIDED FURTHER that the Revolving Outstandings shall not at
any time exceed the lesser of (a) the Revolving Commitment Amount or (b) the
Borrowing Base. Amounts borrowed under this SECTION 2.4 may be borrowed, repaid
and (subject to the agreement of the Swing Line Bank) reborrowed until the
Revolving Termination Date.

2.4.2 SWING LINE LOAN PROCEDURES. The Company shall give written or telephonic
notice to the Administrative Agent (which shall promptly inform the Swing Line
Bank) of each proposed Swing Line Loan not later than 12:00 noon, Chicago time,
on the proposed date of such Swing Line Loan. Each such notice shall be





                                       24
<PAGE>   32


effective upon receipt by the Administrative Agent and shall specify the date
and amount of such Swing Line Loan, which shall be not less than $100,000 or a
higher integral multiple thereof. So long as the Swing Line Bank has not
received written notice that the conditions precedent set forth in SECTION 11
with respect to the making of such Swing Line Loan have not been satisfied, the
Swing Line Bank may make the requested Swing Line Loan. If the Swing Line Bank
agrees to make the requested Swing Line Loan, the Swing Line Bank shall pay over
the requested amount to the Company on the requested borrowing date.
Concurrently with the making of any Swing Line Loan, the Swing Line Bank shall
be deemed to have sold and transferred, and each other Bank shall be deemed to
have purchased and received from the Swing Line Bank, an undivided interest and
participation to the extent of such other Bank's Revolving Percentage in such
Swing Line Loan (but such participation shall remain unfunded until required to
be funded pursuant to SECTION 2.4.3).

2.4.3 REFUNDING OF, OR FUNDING OF PARTICIPATIONS IN, SWING LINE LOANS. The Swing
Line Bank may at any time, in its sole discretion, on behalf of the Company
(which hereby irrevocably authorizes the Swing Line Bank to act on its behalf)
deliver a notice to the Administrative Agent requesting that each Bank
(including the Swing Line Bank in its individual capacity) make a Revolving Loan
(which shall be a Base Rate Loan) in such Bank's Revolving Percentage of the
aggregate amount of Swing Line Loans outstanding on such date for the purpose of
repaying all Swing Line Loans (and, upon receipt of the proceeds of such
Revolving Loans, the Administrative Agent shall apply such proceeds to repay
Swing Line Loans); PROVIDED that if the conditions precedent to a borrowing of
Revolving Loans are not then satisfied or for any other reason the Banks may not
then make Revolving Loans, then instead of making Revolving Loans each Bank
(other than the Swing Line Bank) shall become immediately obligated to fund its
participation in all outstanding Swing Line Loans and shall pay to the
Administrative Agent for the account of the Swing Line Bank an amount equal to
such Bank's Revolving Percentage of such Swing Line Loans. If and to the extent
any Bank shall not have made such amount available to the Administrative Agent
by 2:00 P.M., Chicago time, on the Business Day on which such Bank receives
notice from the Administrative Agent of its obligation to fund its participation
in Swing Line Loans (it being understood that any such notice received after
12:00 noon, Chicago time, on any Business Day shall be deemed to have been
received on the next following Business Day), such Bank agrees to pay interest
on such amount to the Administrative Agent for the Swing Line Bank's account
forthwith on demand for each day from the date such amount was to have been
delivered to the Administrative Agent to the date such amount is paid, at a rate
per annum equal to (a) for the first three days after demand, the Federal Funds
Rate from time to time in effect and (b) thereafter, the Base Rate from time to
time in effect. Any Bank's failure to make available to the Administrative Agent
its Revolving Percentage of the amount of all outstanding Swing Line Loans shall
not relieve any other Bank of its obligation hereunder to make available to the
Administrative Agent such other Bank's Revolving Percentage of such amount, but
no Bank shall be responsible for the failure of any other Bank to make available
to the Administrative Agent such other Bank's Revolving Percentage of any such
amount.

2.4.4 REPAYMENT OF PARTICIPATIONS. Upon (and only upon) receipt by the
Administrative Agent for the account of the Swing Line Bank of immediately
available funds from or on behalf of the Company (a) in reimbursement of any




                                       25
<PAGE>   33


Swing Line Loan with respect to which a Bank has paid the Administrative Agent
for the account of the Swing Line Bank the amount of such Bank's participation
therein or (b) in payment of any interest on a Swing Line Loan, the
Administrative Agent will pay to such Bank its pro rata share (according to its
Revolving Percentage) thereof (and the Swing Line Bank shall receive the amount
otherwise payable to any Bank which did not so pay the Administrative Agent the
amount of such Bank's participation in such Swing Line Loan).

2.4.5 PARTICIPATION OBLIGATIONS UNCONDITIONAL. (a) Each Bank's obligation to
make available to the Administrative Agent for the account of the Swing Line
Bank the amount of its participation interest in all Swing Line Loans as
provided in SECTION 2.4.3 shall be absolute and unconditional and shall not be
affected by any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Bank may have against the Swing
Line Bank or any other Person, (ii) the occurrence or continuance of an Event of
Default or Unmatured Event of Default, (iii) any adverse change in the condition
(financial or otherwise) of the Company or any Subsidiary thereof, (iv) any
termination of the Revolving Commitments or (v) any other circumstance,
happening or event whatsoever.

                  (b) Notwithstanding the provisions of CLAUSE (A) above, no
         Bank shall be required to purchase a participation interest in any
         Swing Line Loan if, prior to the making by the Swing Line Bank of such
         Swing Line Loan, the Swing Line Bank received written notice specifying
         that one or more of the conditions precedent to the making of such
         Swing Line Loan were not satisfied and, in fact, such conditions
         precedent were not satisfied at the time of the making of such Swing
         Line Loan.

2.5 COMMITMENTS SEVERAL. The failure of any Bank to make a requested Loan on any
date shall not relieve any other Bank of its obligation (if any) to make a Loan
on such date, but no Bank shall be responsible for the failure of any other Bank
to make any Loan to be made by such other Bank.

2.6 CERTAIN CONDITIONS. Notwithstanding any other provision of this Agreement,
no Bank shall have an obligation to make any Loan, and no Issuing Bank shall
have any obligation to issue any Letter of Credit, if an Event of Default or
Unmatured Event of Default exists.

3 SECTION NOTES EVIDENCING LOANS.

3.1 NOTES. The Loans of each Bank shall be evidenced by a promissory note
substantially in the form set forth in EXHIBIT A-1, with appropriate insertions,
payable to the order of such Bank in the principal amount of all of such Bank's
Loans hereunder.

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





                                       26
<PAGE>   34


4 SECTION INTEREST.

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

         (a) in the case of Revolving Loans and Term Loans, (i) at all times
         such Loan is a Base Rate Loan, at a rate per annum equal to the sum of
         the Base Rate from time to time in effect plus the applicable Base Rate
         Margin from time to time in effect; and (ii) at all times such Loan is
         a Eurodollar Loan, at a rate per annum equal to the sum of the
         Eurodollar Rate (Reserve Adjusted) applicable to each Interest Period
         for such Loan plus the Eurodollar Margin from time to time in effect;
         and

         (b) in the case of Swing Line Loans, at a rate per annum equal to the
         sum of the Base Rate from time to time in effect plus the applicable
         Base Rate Margin from time to time in effect;

PROVIDED that, unless the Required Banks otherwise agree in writing, at any time
an Event of Default exists the interest rate applicable to each Loan shall be
increased by 2%.

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

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

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

5 SECTION FEES.

5.1 NON-USE FEE. The Company agrees to pay to the Administrative Agent for the
account of each Bank a non-use fee, for the period from the Effective Date to
the Revolving Termination Date, at a rate per annum equal to the Non-Use Fee
Rate in effect from time to time of the daily average of such Bank's Revolving




                                       27
<PAGE>   35


Percentage of the unused amount of the Revolving Commitment Amount. For purposes
of calculating usage under this Section, the Revolving Commitment Amount shall
be deemed used to the extent of the sum of the aggregate outstanding principal
amount of all Revolving Loans (not including Swing Line Loans) and the Stated
Amount of Letters of Credit at such time. Such non-use fee shall be payable in
arrears on the last Business Day of each calendar quarter and on the Revolving
Termination Date for any period then ending for which such non-use fee shall not
have theretofore been paid. The non-use fee shall be computed for the actual
number of days elapsed on the basis of a year of 360 days.

(a) LETTER OF CREDIT FEES. The Company agrees to pay to the Administrative Agent
for the account of the Banks pro rata according to their respective Revolving
Percentages a letter of credit fee for each Letter of Credit in an amount equal
to the applicable LC Fee Rate (based on the type of Letter of Credit) per annum
in effect from time to time of the undrawn amount of such Letter of Credit
(computed for the actual number of days elapsed on the basis of a year of 360
days); PROVIDED that, unless the Required Banks otherwise agree in writing, the
rate applicable to each Letter of Credit shall be increased by 2% at any time
that an Event of Default exists. Such letter of credit fee shall be payable in
arrears on the last Business Day of each calendar quarter and on the Revolving
Termination Date (and, if any Letter of Credit remains outstanding on the
Revolving Termination Date, thereafter on demand) for the period from the date
of the issuance of each Letter of Credit to the date such payment is due or, if
earlier, the date on which such Letter of Credit expired or was terminated.

(b) The Company agrees to pay each Issuing Bank a fronting fee for each Letter
of Credit issued by such Issuing Bank in the amount separately agreed to between
the Company and such Issuing Bank.

(c) In addition, with respect to each Letter of Credit, the Company agrees to
pay to the applicable Issuing Bank, for its own account, such fees and expenses
as such Issuing Bank customarily requires in connection with the issuance,
negotiation, processing and/or administration of letters of credit in similar
situations.

5.2 UP-FRONT AND FUNDING FEES. The Company agrees to pay to the Administrative
Agent for the account of the Banks pro rata according to their respective
percentages such up-front and funding fees as are mutually agreed to by the
Company and the Banks.

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

6 SECTION REPAYMENT OF TERM LOANS; REDUCTION AND TERMINATION OR INCREASE OF THE
COMMITMENTS; PREPAYMENTS.

6.1 REPAYMENT OF TERM LOANS. The Term Loan of each Bank shall be repaid in
installments on the dates set forth on SCHEDULE 6.1(A) in the amounts set forth
opposite such dates, in each case in such Bank's Term Percentage of the
aggregate principal amount of the Term Loans to be repaid on the applicable
date.

6.2 VOLUNTARY REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENTS. The Company
may from time to time on at least five Business Days' prior written notice
received by the Administrative Agent (which shall promptly advise each Bank




                                       28
<PAGE>   36



thereof) permanently reduce the Revolving Commitment Amount to an amount not
less than the Revolving Outstandings. Any such reduction shall be in an amount
not less than $5,000,000 or a higher integral multiple of $1,000,000. The
Company may at any time on like notice terminate the Revolving Commitments upon
payment in full of all Revolving Loans and Swing Line Loans and all other
obligations of the Company hereunder in respect of such Loans and cash
collateralization in full, pursuant to documentation in form and substance
reasonably satisfactory to the Issuing Banks, of all obligations arising with
respect to the Letters of Credit. All reductions of the Revolving Commitment
Amount shall reduce the Revolving Commitments pro rata among the Banks according
to their respective Revolving Percentages.

6.2.1 CHANGES IN COMMITMENT AMOUNT.

6.2.2 OPTIONAL INCREASE IN COMMITMENT AMOUNT. The Company may, by means of a
letter to the Agent substantially in the form of EXHIBIT I, request that the
Revolving Commitment Amount be increased by (a) increasing the Revolving
Commitment of one or more Banks which have agreed to such increase and/or (b)
adding one or more commercial banks or other Persons as a party hereto with a
Revolving Commitment in an amount agreed to by any such commercial bank or other
Person; provided that (i) no commercial bank or other Person shall be added as a
party hereto without the written consent of the Agent (which shall not be
unreasonably withheld) and (ii) in no event shall the Revolving Commitment
Amount exceed $30,000,000 without the written consent of all Banks. Any increase
in the Revolving Commitment Amount pursuant to this SECTION 6.2.2 shall be
effective three Business Days after the date on which the Agent has received and
accepted the applicable increase letter in the form of Annex 1 to EXHIBIT I (in
the case of an increase in the Revolving Commitment of an existing Bank) or
assumption letter in the form of Annex 2 to EXHIBIT I (in the case of the
addition of a commercial bank or other Person as a new Bank). The Agent shall
promptly notify the Company and the Banks of any increase in the amount of the
Revolving Commitment Amount pursuant to this SECTION 6.2.2 and of the Revolving
Commitment and Revolving Percentage of each Bank after giving effect thereto.
The Company acknowledges that, in order to maintain Loans in accordance with
each Bank's Revolving Percentage, a reallocation of the Revolving Commitments as
a result of a non-pro-rata increase in the Revolving Commitment Amount may
require prepayment of all or portions of certain Loans on the date of such
increase (and any such prepayment shall be subject to the provisions of SECTION
8.4). The Agent shall promptly notify all Banks of any increase in the Revolving
Commitment Amount pursuant to this SECTION 6.2.2.

6.3 PREPAYMENTS.

6.3.1 VOLUNTARY PREPAYMENTS. The Company may from time to time prepay Loans in
whole or in part, without premium or penalty, PROVIDED that the Company shall
give the Administrative Agent (which shall promptly advise each Bank) notice
thereof not later than 10:00 A.M. (or, in the case of prepayment of Swing Line
Loans, 12:00 noon), Chicago time, on the date of such prepayment (which shall be
a Business Day), specifying the Loans to be prepaid and the date and amount of
prepayment. Subject to SECTION 2.2.1, each partial prepayment of Revolving Loans
shall be in a principal amount of $500,000 or a higher integral multiple of
$100,000. Subject to SECTION 2.2.1, each partial prepayment of Term Loans shall


                                       29
<PAGE>   37


be in a principal amount of $500,000 or a higher integral multiple of $100,000.
Any prepayment of a Eurodollar Loan on a day other than the last day of an
Interest Period therefor shall include interest on the principal amount being
repaid and shall be subject to SECTION 8.4.

6.3.2 MANDATORY PREPAYMENTS


                  (a) Concurrently with the receipt by the Company or any
         Subsidiary of any Net Cash Proceeds from the issuance of equity, the
         Company shall make a prepayment of the Loans in an amount equal to the
         Specified Percentage (as defined below) of such Net Cash Proceeds for
         such Fiscal Year unless such equity is issued in connection with an
         acquisition permitted pursuant to SECTION 10.11 or such equity Net Cash
         Proceeds are used to fund an acquisition permitted pursuant to SECTION
         10.11 within 90 days of the issuance of such equity. The "Specified
         Percentage" shall be (i) 75% so long as the Funded Debt to Adjusted
         EBITDA Ratio is greater than or equal to 3.0 to 1.0, (ii) 50% so long
         as the Funded Debt to Adjusted EBITDA Ratio is greater than or equal to
         2.0 to 1 but less than 3.0 to 1.0, and (iii) 0% so long as the Funded
         Debt to Adjusted EBITDA Ratio is less than 2.0 to 1.0.

                  (b) Concurrently with the receipt by the Company of any Net
         Cash Proceeds from any Asset Sales in excess of $350,000 in any Fiscal
         Year individually or in a series of related transactions, the Company
         shall make a prepayment of the Loans in an amount equal to 100% of such
         Net Cash Proceeds;

                  (c) Within 90 days after the end of each Fiscal Year, the
         Company shall make a prepayment of the Loans in an amount equal to 50%
         of Excess Cash Flow for such Fiscal Year; PROVIDED that no such
         prepayment shall be required to the extent that the Funded Debt to
         Adjusted EBITDA Ratio calculated on a pro forma basis would be less
         than 2.75 to 1.0.

                  (d) If at any time the Revolving Outstandings exceed the
         Borrowing Base, the Company shall immediately make a mandatory
         prepayment of the principal amount of the Revolving Loans and L/C
         Advances, as appropriate, in the amount necessary to eliminate such
         excess (rounded upward, if necessary, to an integral multiple of
         $100,000).

6.3.4 APPLICATION OF MANDATORY PREPAYMENTS OF LOANS. Each mandatory prepayment
of Loans pursuant to CLAUSES (A) through (C) of SECTION 6.3.2 shall be applied
first, to the outstanding Term Loans on a pro rata basis with respect to each
remaining installment thereof until such Term Loans shall have been fully
prepaid and second, to the outstanding Revolving Loans with no reduction in the
Revolving Commitment Amount; PROVIDED that any Net Cash Proceeds from the sale
of Clean Earth, Inc. shall be applied first, to the outstanding Term Loans on a
pro rata basis with respect to each remaining installment thereof until such
Term Loans shall have been fully prepaid, second, to repay the amount
outstanding under the Stout Note until such Stout Note shall have been fully
repaid and third, to the outstanding Revolving Loans with no reduction in the
Revolving Commitment Amount. Prepayments shall be applied pro rata to the
applicable Loans of all Banks in accordance with their Percentages.





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<PAGE>   38


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

7.1 MAKING OF PAYMENTS. All payments of principal of or interest on the Loans,
and of all non-use fees and Letter of Credit fees, shall be made by the Company
to the Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than noon, Chicago time, on the date due; and funds
received after that hour shall be deemed to have been received by the
Administrative Agent on the next following Business Day. The Administrative
Agent shall promptly remit to each Bank its share of all such payments received
in collected funds by the Administrative Agent for the account of such Bank. All
payments under SECTION 8.1 shall be made by the Company directly to the Bank
entitled thereto.

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

7.3 DUE DATE EXTENSION. Subject to the definition of "Interest Period", if any
payment of principal or interest with respect to any of the Loans, or of non-use
fees or Letter of Credit fees, falls due on a day which is not a Business Day,
then such due date shall be extended to the immediately following Business Day
and such extension of time shall be reflected in computing interest and fees.

7.4 FAILURE TO MAKE PAYMENTS. Unless the Company or any Bank has notified the
Administrative Agent prior to the date any payment to be made by it is due, that
it does not intend to remit such payment, the Administrative Agent may, in its
sole and absolute discretion, assume that the Company or Bank as the case may
be, has timely remitted such payment and may, in its sole and absolute
discretion and in reliance thereon, make available such payment to the Person
entitled thereto. If such payment was not in fact remitted to the Administrative
Agent in immediately available funds, then:

                  (i) if the Company failed to make such payment, each Bank
         shall forthwith on demand repay to the Administrative Agent the amount
         of such assumed payment made available to such Bank, together with
         interest thereon in respect of each day from and including the date
         such amount was made available by the Administrative Agent to such Bank
         to the date such amount is repaid to the Administrative Agent at the
         Federal Funds Rate; and

                  (ii) if any Bank failed to make such payment, the
         Administrative Agent shall be entitled to recover such corresponding
         amount on demand from such Bank. If such Bank does not pay such
         corresponding amount forthwith upon the Administrative Agent's demand
         therefore, the Administrative Agent promptly shall notify the Company,
         and the Company shall pay such corresponding amount to the
         Administrative Agent. The Administrative Agent also shall be entitled
         to recover from such Bank interest on such corresponding amount in
         respect of each day from the date such corresponding among was made
         available by the Administrative Agent to the Company to the date such
         corresponding amount is recovered by the Administrative Agent, (A) from





                                       31
<PAGE>   39



         such Bank at a rate per annum equal to the daily Federal Funds Rate and
         (B) from the Company, at a rate per annum equal to the interest rate
         applicable to such borrowing. Nothing herein shall be deemed to relieve
         any bank from its obligation to fulfill its Commitment or to prejudice
         any rights which the Administrative Agent or the Company may have
         against any Bank as a result of any default by such Bank hereunder.

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

7.6 PRORATION OF PAYMENTS. If any Bank shall obtain any payment or other
recovery (whether voluntary, involuntary, by application of offset or otherwise,
but excluding any payment pursuant to SECTION 8.7 or 14.9 or any payment to the
Swing Line Bank in respect of a Swing Line Loan) on account of principal of or
interest on any Loan (or on account of its participation in any Letter of Credit
or Swing Line Loan) in excess of its pro rata share of payments and other
recoveries obtained by all Banks on account of principal of and interest on
Loans (or such participations) then held by them, such Bank shall purchase from
the other Banks such participation in the Loans (or sub-participations in
Letters of Credit or Swing Line Loans) held by them as shall be necessary to
cause such purchasing Bank to share the excess payment or other recovery ratably
with each of them; PROVIDED that if all or any portion of the excess payment or
other recovery is thereafter recovered from such purchasing Bank, the purchase
shall be rescinded and the purchase price restored to the extent of such
recovery.

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

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

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

         (iii) (except to the extent such withholding or deduction would not be
         required if such Bank's Exemption Representation were true) pay to the
         Administrative Agent for the account of the Banks such additional
         amount or amounts as is necessary to ensure that the net amount
         actually received by each Bank will equal the full amount such Bank
         would have received had no such withholding or deduction been required.





                                       32
<PAGE>   40


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

(b) If the Company fails to pay any Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent, for the account of the
respective Banks, the required receipts or other required documentary evidence,
the Company shall indemnify the Banks for any incremental Taxes, interest or
penalties that may become payable by any Bank as a result of any such failure.
For purposes of this SECTION 7.7, a distribution hereunder by the Administrative
Agent or any Bank to or for the account of any Bank shall be deemed a payment by
the Company.

(c) Each Bank represents and warrants (such Bank's "EXEMPTION REPRESENTATION")
to the Company and the Administrative Agent that, as of the date of this
Agreement (or, in the case of an Assignee, the date it becomes a party hereto),
it is entitled to receive payments hereunder without any deduction or
withholding for or on account of any Taxes imposed by the United States of
America or any political subdivision or taxing authority thereof.

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

(e) If, and to the extent that, any Bank shall obtain a credit, relief or
remission for, or repayment of, any Taxes indemnified or paid by the Company
pursuant to this SECTION 7.7, such Bank agrees to promptly notify the Company
thereof and thereupon enter into negotiations in good faith with the Company to
determine the basis on which an equitable reimbursement of such Taxes can be
made to the Company.






                                       33
<PAGE>   41


8 SECTION INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR LOANS.

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

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

         (B) shall impose, modify or deem applicable any reserve (including any
         reserve imposed by the FRB, but excluding any reserve included in the
         determination of interest rates pursuant to SECTION 4), special deposit
         or similar requirement against assets of, deposits with or for the
         account of, or credit extended by any Bank (or any Eurodollar Office of
         such Bank); or

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

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

(b) If any Bank shall reasonably determine that the adoption or phase-in of any
applicable law, rule or regulation regarding capital adequacy, or any change
therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank or any
Person controlling such Bank with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on such Bank's or such controlling Person's capital as a consequence of
such Bank's obligations hereunder or under any Letter of Credit to a level below
that which such Bank or such controlling Person could have achieved but for such






                                       34
<PAGE>   42



adoption, change or compliance (taking into consideration such Bank's or such
controlling Person's policies with respect to capital adequacy) by an amount
deemed by such Bank or such controlling Person to be material, then from time to
time, within 10 Business Days after demand by such Bank (which demand shall be
accompanied by a statement setting forth the basis for such demand and a
calculation of the amount thereof in reasonable detail, a copy of which shall be
furnished to the Administrative Agent), the Company shall pay to such Bank such
additional amount or amounts as will compensate such Bank or such controlling
Person for such reduction.

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

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

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

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

8.3 CHANGES IN LAW RENDERING EURODOLLAR LOANS UNLAWFUL. In the event that any
change in (including the adoption of any new) applicable laws or regulations, or
any change in the interpretation of applicable laws or regulations by any
governmental or other regulatory body charged with the administration thereof,
should make it (or in the good faith judgment of any Bank cause a substantial
question as to whether it is) unlawful for any Bank to make, maintain or fund
Eurodollar Loans, then such Bank shall promptly notify each of the other parties
hereto and, so long as such circumstances shall continue, (a) such Bank shall
have no obligation to make or convert into Eurodollar Loans (but shall make Base
Rate Loans concurrently with the making of or conversion into Eurodollar Loans
by the Banks which are not so affected, in each case in an amount equal to such





                                       35
<PAGE>   43



Bank's pro rata share of all Eurodollar Loans which would be made or converted
into at such time in the absence of such circumstances) and (b) on the last day
of the current Interest Period for each Eurodollar Loan of such Bank (or, in any
event, on such earlier date as may be required by the relevant law, regulation
or interpretation), such Eurodollar Loan shall, unless then repaid in full,
automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Bank
which, but for the circumstances described in the foregoing sentence, would be a
Eurodollar Loan (an "AFFECTED LOAN") shall remain outstanding for the same
period as the Group of Eurodollar Loans of which such Affected Loan would be a
part absent such circumstances.

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

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

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

(a) MITIGATION OF CIRCUMSTANCES; REPLACEMENT OF AFFECTED BANK. Each Bank shall
promptly notify the Company and the Administrative Agent of any event of which
it has knowledge which will result in, and will use reasonable commercial
efforts available to it (and not, in such Bank's good faith judgment, otherwise
disadvantageous to such Bank) to mitigate or avoid, (i) any obligation by the
Company to pay any amount pursuant to SECTION 7.7 or 8.1 or (ii) the occurrence
of any circumstance of the nature described in SECTION 8.2 or 8.3 (and, if any
Bank has given notice of any such event described in CLAUSE (I) or (II) above
and thereafter such event ceases to exist, such Bank shall promptly so notify
the Company and the Administrative Agent). Without limiting the foregoing, each
Bank will designate a different funding office if such designation will avoid



                                       36
<PAGE>   44



(or reduce the cost to the Company of) any event described in CLAUSE (I) or (II)
of the preceding sentence and such designation will not, in such Bank's sole
good faith judgment, be otherwise disadvantageous to such Bank.

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

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

9 SECTION WARRANTIES.

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

9.1 ORGANIZATION, ETC. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada; each
Subsidiary is duly organized, validly existing and in good standing under the
laws of the state of its organization; and the Company and each Subsidiary is
duly qualified to do business in each jurisdiction where the nature of its
business makes such qualification necessary (except in those instances in which
the failure to be qualified or in good standing does not have a Material Adverse
Effect) and has full power and authority to own its property and conduct its
business as presently conducted by it.

9.2 AUTHORIZATION; NO CONFLICT. The execution and delivery by the Company of
this Agreement and each other Loan Document to which it is a party, the
borrowings hereunder, the execution and delivery by each Guarantor of each Loan
Document to which it is a party and the performance by each of the Company and
each Guarantor of its obligations under each Loan Document to which it is a
party are within the organizational powers of the Company and each Guarantor,
have been duly authorized by all necessary organizational action on the part of
the Company and each Guarantor (including any necessary shareholder, partner or
member action), have received all necessary governmental approval (if any shall
be required), and do not and will not (a) violate any provision of law or any
order, decree or judgment of any court or other government agency which is
binding on the Company or any Guarantor, (b) contravene or conflict with, or






                                       37
<PAGE>   45


result in a breach of, any provision of the certificate of incorporation,
partnership agreement, by-laws or other organizational documents of the Company
or any Guarantor or of any agreement, indenture, instrument or other document
which is binding on the Company, any Guarantor or any other Subsidiary or (c)
result in, or require, the creation or imposition of any Lien on any property of
the Company, any Guarantor or any other Subsidiary (other than Liens arising
under the Loan Documents).

9.3 VALIDITY AND BINDING NATURE. Each of this Agreement and each other Loan
Document to which the Company is a party is the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, subject to bankruptcy, insolvency and similar laws affecting the
enforceability of creditors' rights generally and to general principles of
equity; and each Loan Document to which any Guarantor is a party is, or upon the
execution and delivery thereof by such Guarantor will be, the legal, valid and
binding obligation of such Guarantor, enforceable against such Guarantor in
accordance with its terms, subject to bankruptcy, insolvency and similar laws
affecting the enforceability of creditors' rights generally and to general
principles of equity.

9.4 FINANCIAL CONDITION. The audited consolidated financial statements of the
Company and its Subsidiaries as at December 31, 1999 and the unaudited
consolidated financial statements of the Company and its Subsidiaries as at
March 31, 2000, copies of each of which have been delivered to each Bank, were
prepared in accordance with GAAP (subject, in the case of such unaudited
statements, to the absence of footnotes and to normal year-end adjustments) and
present fairly the consolidated financial condition of the Company and its
Subsidiaries as at such dates and the results of their operations for the
periods then ended.

9.5 NO MATERIAL ADVERSE CHANGE. Since December 31, 1999, there has been no
material adverse change in the financial condition, operations, assets,
business, properties or prospects of the Company and its Subsidiaries taken as a
whole.

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

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

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

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

                  (b) All contributions (if any) have been made to any
         Multiemployer Pension Plan that are required to be made by the Company
         or any other member of the Controlled Group under the terms of the plan





                                       38
<PAGE>   46


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

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

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

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

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

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

9.14 ENVIRONMENTAL MATTERS.

(a) NO VIOLATIONS. Except as set forth on SCHEDULE 9.14, neither the Company nor
any Subsidiary, nor any operator of the Company's or any Subsidiary's
properties, is in violation of any judgment, decree, order, law, permit,
license, rule or regulation pertaining to environmental matters, including those
arising under the Resource Conservation and Recovery Act ("RCRA"), the
Comprehensive Environmental Response, Compensation and Liability Act of 1980




                                       39
<PAGE>   47



("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986 or any
other Environmental Law which (i) in any single case, requires expenditures in
any three-year period of $250,000 or more by the Company and its Subsidiaries in
penalties and/or for investigative, removal or remedial actions or (ii)
individually or in the aggregate otherwise might reasonably be expected to have
a Material Adverse Effect.

(b) NOTICES. Except as set forth on SCHEDULE 9.14, neither the Company nor any
Subsidiary has received written notice from any third party, including any
Federal, state or local governmental authority: (a) that any one of them has
been identified by the U.S. Environmental Protection Agency as a potentially
responsible party under CERCLA with respect to a site listed on the National
Priorities List, 40 C.F.R. Part 300 Appendix B; (b) that any hazardous waste, as
defined by 42 U.S.C. ss.6903(5), any hazardous substance as defined by 42 U.S.C.
ss.9601(14), any pollutant or contaminant as defined by 42 U.S.C. ss.9601(33) or
any toxic substance, oil or hazardous material or other chemical or substance
regulated by any Environmental Law, excluding household hazardous waste (all of
the foregoing, "HAZARDOUS SUBSTANCES"), which any one of them has generated,
transported or disposed of has been found at any site at which a Federal, state
or local agency or other third party has conducted a remedial investigation,
removal or other response action pursuant to any Environmental Law; (c) that the
Company or any Subsidiary must conduct sampling, testing, a remedial
investigation, removal, or a response action pursuant to any Environmental Law;
or (d) of any Environmental Claim.

(c) HANDLING OF HAZARDOUS SUBSTANCES. Except as set forth on SCHEDULE 9.14, (i)
no portion of the real property or other assets of the Company or any Subsidiary
has been used for the handling, processing, storage or disposal of Hazardous
Substances except in accordance in all material respects with applicable
Environmental Laws and no underground tank or other underground storage
receptacle for Hazardous Substances is located on such properties which might
reasonably be expected to have a material adverse effect on the value of real
property or assets with an aggregate net book value (prior to any writedown
resulting from any of the foregoing) exceeding $250,000 or which otherwise might
be reasonably expected to have a Material Adverse Effect; (ii) in the course of
any activities conducted by the Company, any Subsidiary or the operators of any
real property of the Company or any Subsidiary, no Hazardous Substances have
been generated or are being used on such properties which might reasonably be
expected to have a material adverse effect on the value of properties with an
aggregate net book value (prior to any writedown resulting from any of the
foregoing) exceeding $250,000 or which otherwise might be reasonably expected to
have a Material Adverse Effect; (iii) there have been no Releases of Hazardous
Substances on, upon, into or from any real property or other assets of the
Company or any Subsidiary, which Releases singly or in the aggregate might
reasonably be expected to have a material adverse effect on the value of real
property or assets with an aggregate net book value (prior to any writedown
resulting from any of the foregoing) exceeding $250,000 or which otherwise might
be reasonably expected to have a Material Adverse Effect; (iv) to the Company's
actual knowledge, there have been no Releases on, upon, from or into any real
property in the vicinity of the real property or other assets of the Company or
any Subsidiary which, through soil or groundwater contamination, may have come
to be located on, and which might reasonably be expected to have a material






                                       40
<PAGE>   48



adverse effect on the value of, real property or other assets of the Company or
any Subsidiary with an aggregate net book value (prior to any writedown
resulting from any of the foregoing) exceeding $250,000 or which otherwise might
be reasonably expected to have a Material Adverse Effect; and (v) any Hazardous
Substances generated by the Company and its Subsidiaries have been transported
offsite only by properly licensed carriers and, to the best of the Company's
knowledge, delivered only to treatment or disposal facilities maintaining valid
permits as required under applicable Environmental Laws, which transporters and
facilities have been and are, to the best of the Company's knowledge, operating
in compliance with such permits and applicable Environmental Laws, except to the
extent that failure to do so would not, individually or in the aggregate, have a
Material Adverse Effect.

(d) INVESTIGATIONS. Except as set forth on SCHEDULE 9.14, the Company and its
Subsidiaries have taken reasonable steps to investigate the past and present
condition and usage of the real property of the Company and its Subsidiaries
with regard to environmental matters.

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

10 SECTION COVENANTS.

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




                                       41
<PAGE>   49



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

10.1.1 AUDIT REPORT. Promptly when available and in any event within 95 days
after the close of each Fiscal Year: (a) a copy of the annual audit report of
the Company and its Subsidiaries for such Fiscal Year, including therein
consolidated balance sheets of the Company and its Subsidiaries as of the end of
such Fiscal Year and consolidated statements of earnings and cash flow of the
Company and its Subsidiaries for such Fiscal Year certified without
qualification by KPMG LLP or other independent auditors of recognized standing
selected by the Company and reasonably acceptable to the Required Banks,
together with a written statement from such accountants to the effect that in
making the examination necessary for the signing of such annual audit report by
such accountants, they have not become aware of any Event of Default or
Unmatured Event of Default that has occurred and is continuing or, if they have
become aware of any such event, describing it in reasonable detail and (b)
consolidating balance sheets of the Company and its Subsidiaries as of the end
of such Fiscal Year and consolidating statements of earnings for the Company and
its Subsidiaries for such Fiscal Year, certified by the chief financial officer
of the Company.

10.1.2 QUARTERLY REPORTS. Promptly when available and in any event within 50
days after the end of each Fiscal Quarter (except the last Fiscal Quarter) of
each Fiscal Year, consolidated and consolidating balance sheets of the Company
and its Subsidiaries as of the end of such Fiscal Quarter, together with
consolidated and consolidating statements of earnings and consolidated
statements of cash flow for such Fiscal Quarter and for the period beginning
with the first day of such Fiscal Year and ending on the last day of such Fiscal
Quarter, certified by the chief financial officer of the Company.

10.1.3 MONTHLY REPORTS. Promptly when available and in any event within 30 days
after the end of each of the first two months of each Fiscal Quarter,
consolidated and consolidating statements of earnings for such month and for the
period beginning with the first day of the applicable Fiscal Year and ending on
the last day of such month, certified by the chief financial officer of the
Company.

10.1.4 CERTIFICATES. (a) Contemporaneously with the furnishing of a copy of each
annual audit report pursuant to SECTION 10.1.1 and of each set of quarterly
statements pursuant to SECTION 10.1.2, (i) a duly completed compliance
certificate in the form of EXHIBIT B, with appropriate insertions, dated the
date of such annual report or such quarterly statements and signed by the chief
financial officer of the Company, containing a computation of each of the
financial ratios and restrictions set forth in SECTION 10.6 and to the effect
that such officer has not become aware of any Event of Default or Unmatured
Event of Default that has occurred and is continuing or, if there is any such
event, describing it and the steps, if any, being taken to cure it; and (ii) an
updated organizational chart listing all Subsidiaries and the locations of their
businesses.

         (b) Within 30 days after the end of each month, a Borrowing Base
Certificate signed by the chief financial officer of the Company as of the last
day of such month and an accounts receivable aging report, an accounts payable
aging report and inventory summaries.

10.1.5 REPORTS TO SEC AND TO SHAREHOLDERS. Promptly upon the filing or sending
thereof, copies of all regular, periodic or special reports of the Company or
any Subsidiary filed with the SEC (excluding exhibits thereto, provided that the
Company shall promptly deliver any such exhibit to the Administrative Agent or
any Bank upon request therefor); copies of all registration statements of the




                                       42
<PAGE>   50



Company or any Subsidiary filed with the SEC (other than on Form S-8); and
copies of all proxy statements or other communications made to shareholders
generally concerning material developments in the business of the Company or any
Subsidiary.

10.1.6 NOTICE OF DEFAULT, LITIGATION AND ERISA MATTERS. Promptly upon becoming
aware of any of the following, written notice describing the same and the steps
being taken by the Company or the Subsidiary affected thereby with respect
thereto:

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

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

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

         (d) any cancellation (without replacement) or material change in any
         insurance maintained by the Company or any Subsidiary;

         (e) any event (including any violation of any Environmental Law or the
         assertion of any Environmental Claim) which might reasonably be
         expected to have a Material Adverse Effect; or

         (f) any setoff, claim (including any Environmental Claim), withholding
         or other defense to which any of the collateral granted under any
         Collateral Document, or the Administrative Agent's or the Banks' rights
         with respect to any such collateral, are subject.





                                       43
<PAGE>   51


10.1.7 SUBSIDIARIES. Promptly upon any change in the list of its Subsidiaries
from that set forth on SCHEDULE 9.8 (or in the most recent notice pursuant to
this Section), notification of such change.

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

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

10.1.10 FIELD EXAMINATIONS. At least every six months, field examinations of the
accounts receivable and inventory of the Company and its Subsidiaries at the
Company's expense.

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

10.2 BOOKS, RECORDS AND INSPECTIONS. Keep, and cause each Subsidiary to keep,
its books and records in accordance with sound business practices sufficient to
allow the preparation of financial statements in accordance with GAAP; permit,
and cause each Subsidiary to permit, any Bank or the Administrative Agent or any
representative thereof upon reasonable prior notice to inspect the properties
and operations of the Company and of such Subsidiary; and permit, and cause each
Subsidiary to permit, at any reasonable time during normal business hours and
with reasonable notice (or at any time without notice if an Event of Default
exists), any Bank or the Administrative Agent or any representative thereof to
visit any or all of its offices, to discuss its financial matters with its
officers and its independent auditors (and the Company hereby authorizes such
independent auditors to discuss such financial matters with any Bank or the
Administrative Agent or any representative thereof whether or not any
representative of the Company or any Subsidiary is present), to examine (and, at
the expense of the Company or the applicable Subsidiary, photocopy extracts
from) any of its books or other corporate records and to conduct field
examinations of the accounts receivable, inventory and equipment of the Company
and its Subsidiaries.

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

10.4 COMPLIANCE WITH LAWS, MATERIAL CONTRACTS; PAYMENT OF TAXES AND LIABILITIES.
(a) Comply, and cause each Subsidiary to comply, in all material respects with
all material applicable laws (including Environmental Laws), rules, regulations,
decrees, orders, judgments, licenses, material contracts and permits; and (b)
pay, and cause each Subsidiary to pay, prior to delinquency, all Federal taxes
and all other material taxes and other governmental charges against it or any of





                                       44
<PAGE>   52


its property, as well as claims of any kind which, if unpaid, might become a
Lien on any of its property; PROVIDED that the foregoing shall not require the
Company or any Subsidiary to pay any such tax or charge so long as it shall
contest the validity thereof in good faith by appropriate proceedings and shall
set aside on its books adequate reserves with respect thereto in accordance with
GAAP.

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

10.6 FINANCIAL COVENANTS.

10.6.1 MINIMUM NET WORTH. Not permit its Net Worth to be less than $75 million
plus 75% of positive quarterly Consolidated Net Income at any time.

10.6.2 MINIMUM INTEREST COVERAGE. Not permit the Interest Coverage Ratio as of
the last day of any Computation Period to be less than 3.0 to 1.0.

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

             COMPUTATION                                    FUNDED DEBT TO
            PERIOD ENDING:                              ADJUSTED EBITDA RATIO
            --------------                              ---------------------

   Effective Date through December 31, 2000                   3.75 to 1.0
   January 1, 2001 through December 31, 2001                  3.50 to 1.0
   January 1, 2002 and thereafter                             3.25 to 1.0

10.6.4 SENIOR FUNDED DEBT TO ADJUSTED EBITDA RATIO. Not permit the Senior Funded
Debt to Adjusted EBITDA Ratio as of the last day of any Computation Period to
exceed the applicable ratio set forth below:

           COMPUTATION                                SENIOR FUNDED DEBT TO
          PERIOD ENDING:                              ADJUSTED EBITDA RATIO
          --------------                              ---------------------

 Effective Date through December 31, 2000                     3.25 to 1.0
 January 1, 2001 through December 31, 2001                    3.00 to 1.0
 January 1, 2002 and thereafter                               2.75 to 1.0

10.6.5 DEBT TO CAPITALIZATION RATIO. Not permit the ratio of (a) Funded Debt to
(b) the sum of Funded Debt plus Net Worth at any time to exceed 0.55 to 1.0.

10.6.6 CAPITAL EXPENDITURES. The Company will not permit the aggregate amount of
all Capital Expenditures (excluding amounts, if any, paid to consummate
acquisitions permitted by SECTION 10.11(C) which constitute Capital
Expenditures) made by the Company and its Subsidiaries to exceed $27.5 million
during Fiscal Year 2000, $25 million during Fiscal Year 2001 and $20 million for
each Fiscal Year thereafter; provided that beginning in Fiscal Year 2001 and for




                                       45
<PAGE>   53



each Fiscal Year thereafter, so long as the Company has not sold Clean Earth,
Inc., annual Capital Expenditures (excluding amounts, if any, paid to consummate
acquisitions permitted by SECTION 10.11(C) which constitute Capital
Expenditures) shall not exceed 125% of the sum of depreciation expense plus
amortization expense of the Company and its Subsidiaries for the preceding 12
consecutive months.

10.6.7 NET LOSS. Not permit the Company, on a consolidated basis, to register a
net loss for any fiscal quarter.

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

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

                  (b) Debt arising under Capital Leases, Debt secured by Liens
         permitted by SUBSECTION 10.8(C) or (D) and other Debt outstanding on
         the date hereof and listed in SCHEDULE 10.7, and refinancings of any
         such Debt so long as the terms applicable to such refinanced Debt are
         no less favorable to the Company or the applicable Subsidiary than the
         terms in effect immediately prior to such refinancing, PROVIDED that
         the aggregate amount of all such Debt at any time outstanding shall not
         exceed $23,000,000 so long as the Company is operating the facility in
         Chicago, Illinois as a Capital Lease and shall not exceed $20,000,000
         if the Company acquires the facility in Chicago, Illinois.

                  (c) Debt of Subsidiaries owed to the Company;

                  (d) Hedging Obligations of the Company or any Subsidiary to
         any Bank incurred in the ordinary course of business for bona fide
         hedging purposes and not for speculation;

                  (e) unsecured Debt of the Company to Subsidiaries;

                  (f) Debt to be Repaid; PROVIDED that all such Debt to be
         Repaid shall be repaid within 30 days after the Effective Date; and

                  (g) Subordinated Debt.

10.8 LIENS. Not, and not permit any Subsidiary to, create or permit to exist any
Lien on any of its real or personal properties, assets or rights of whatsoever
nature (whether now owned or hereafter acquired), except:

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





                                       46
<PAGE>   54


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

                  (c) Liens identified in SCHEDULE 10.8;

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

                  (e) attachments, appeal bonds, judgments and other similar
         Liens, for sums not exceeding $500,000 arising in connection with court
         proceedings, provided the execution or other enforcement of such Liens
         is effectively stayed and the claims secured thereby are being actively
         contested in good faith and by appropriate proceedings;

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

                  (g) Liens in favor of the Administrative Agent for the benefit
of the Banks arising under the Loan Documents.

10.9 OPERATING LEASES. Not permit the aggregate amount of all rental payments
made (or scheduled to be made) under Operating Leases by the Company and its
Subsidiaries (on a consolidated basis) in any Fiscal Year to exceed $3,000,000.

10.10 RESTRICTED PAYMENTS. Not, and not permit any Subsidiary to, (a) declare or
pay any dividends on any of its capital stock (other than stock dividends), (b)
purchase or redeem any such stock or any warrants, units, options or other
rights in respect of such stock, (c) make any other distribution to
shareholders, (d) pay any principal or interest on, or purchase, redeem or
defease, any Subordinated Debt or, except as otherwise provided herein, the
Stout Note, or (e) set aside funds for any of the foregoing; PROVIDED that (i)
any Subsidiary may declare and pay dividends to the Company or to any other
wholly-owned Subsidiary; and (ii) so long as no Event of Default or Unmatured
Event of Default exists or would result therefrom, the Company may make
regularly scheduled payments of interest on any Subordinated Debt.




                                       47
<PAGE>   55


10.11 MERGERS, CONSOLIDATIONS, SALES. Not, and not permit any Subsidiary to, be
a party to any merger or consolidation, or purchase or otherwise acquire all or
substantially all of the assets or any stock of any class of, or any partnership
or joint venture interest in, any other Person, or sell, transfer, convey or
lease all or any substantial part of its assets, or sell or assign with or
without recourse any receivables, except for:

                   (a) any such merger or consolidation, sale, transfer,
         conveyance, lease or assignment of or by any wholly-owned Subsidiary
         into the Company or into, with or to any other wholly-owned Subsidiary;

                   (b) any such purchase or other acquisition by the Company or
         any wholly-owned Subsidiary of the assets or stock of any wholly-owned
         Subsidiary;

                  (c) any such purchase or other acquisition by the Company or
         any wholly-owned Subsidiary of the assets or stock of any other Person
         where (1) such assets (in the case of an asset purchase) are for use,
         or such Person (in the case of a stock purchase) is engaged in
         businesses engaged in by the Company and its Subsidiaries as of the
         date hereof or businesses reasonably related thereto; (2) immediately
         before or after giving effect to such purchase or acquisition, no Event
         of Default or Unmatured Event of Default shall have occurred and be
         continuing; (3) either (i) (x) the aggregate consideration to be paid
         by the Company and its Subsidiaries (including any Debt assumed or
         issued in connection therewith, the amount thereof to be calculated in
         accordance with GAAP) in connection with such purchase or other
         acquisition (or any series of related acquisitions) is not greater than
         $7,500,000 and (y) the aggregate consideration to be paid in cash, by
         the assumption or issuance of Debt or by the issuance of equity by the
         Company and its Subsidiaries in connection with such purchase or
         acquisition (or any series of related acquisitions) is not greater than
         $15,000,000 or (ii) the Required Banks have consented to such purchase
         or acquisition; and (4) the Company is in PRO FORMA compliance with all
         the financial ratios and restrictions set forth in SECTION 10.6; and

                   (d) sales and dispositions of assets (including the stock of
         Subsidiaries) so long as the net book value of all assets sold or
         otherwise disposed of in any Fiscal Year (other than sales of
         transportation and spreading equipment) does not exceed $250,000;
         provided that the Company may dispose of Clean Earth, Inc. with the
         consent of the Required Lenders, which consent shall not be
         unreasonably withheld.

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

10.13 FURTHER ASSURANCES. Take, and cause each Subsidiary to take, such actions
as are necessary, or as the Administrative Agent (or the Required Banks acting
through the Administrative Agent) may reasonably request, from time to time





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(including the execution and delivery of guaranties, security agreements, pledge
agreements, financing statements, mortgages, deeds of trust and other documents,
the filing or recording of any of the foregoing, the delivery of stock
certificates and other collateral with respect to which perfection is obtained
by possession, and the delivery of opinions of counsel with respect to any of
such documents) to ensure that (i) the obligations of the Company hereunder and
under the other Loan Documents are secured by substantially all of the assets of
the Company and guaranteed by all of the Subsidiaries (including, promptly upon
the acquisition or creation thereof, any Subsidiary acquired or created after
the date hereof) by execution of a counterpart of the Guaranty, PROVIDED that no
Foreign Subsidiary shall have an obligation to execute a counterpart of the
Guaranty; and (ii) the obligations of each Guarantor under the Guaranty are
secured by substantially all of the assets of such Guarantor. Notwithstanding
the foregoing, (a) neither the Company nor any domestic Subsidiary shall be
required to pledge more than 65% of the stock of any Foreign Subsidiary and (b)
no Foreign Subsidiary shall be required to pledge the stock of any other Foreign
Subsidiary.

10.14 TRANSACTIONS WITH AFFILIATES. Not, and not permit any Subsidiary to, enter
into, or cause, suffer or permit to exist any transaction, arrangement or
contract with any of its other Affiliates (other than the Company and its
Subsidiaries) which is on terms which are less favorable than are obtainable
from any Person which is not one of its Affiliates.

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

10.16 ENVIRONMENTAL LAWS. Conduct, and cause each Subsidiary to conduct, its
operations and keep and maintain its property in material compliance with all
Environmental Laws (other than Immaterial Laws).

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

10.18 INCONSISTENT AGREEMENTS. Not, and not permit any Subsidiary to, enter into
any agreement containing any provision which (a) would be violated or breached
by any borrowing, or the obtaining of any Letter of Credit, by the Company
hereunder or by the performance by the Company or any Subsidiary of any of its
obligations hereunder or under any other Loan Document or (b) would prohibit the
Company or any Subsidiary from granting to the Administrative Agent, for the
benefit of the Banks, a Lien on any of its assets.

10.19 BUSINESS ACTIVITIES. Not, and not permit any Subsidiary to, engage in any
line of business other than the businesses engaged in by the Company and its
Subsidiaries as of the date hereof and businesses reasonably related thereto.

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



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

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

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

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

                  (e) Suretyship Liabilities permitted by SECTION 10.7;

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

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

                  (h) Cash Equivalent Investments; and

                  (i) bank deposits in the ordinary course of business; PROVIDED
         that the aggregate amount of all such deposits (excluding (x) amounts
         in payroll accounts or for accounts payable, in each case to the extent
         that checks have been issued to third parties, and (y) amounts
         maintained (in the ordinary course of business consistent with past
         practice) in accounts of any Person which is acquired by the Company or
         a Subsidiary in accordance with the terms hereof during the 45 days
         following the date of such acquisition) which are maintained with any
         bank other than a Bank shall not at any time exceed (x) in the case of
         such deposits with any single bank, $250,000 for three consecutive
         Business Days and (y) in the case of all such deposits, $750,000 for
         three consecutive Business Days;

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

10.21 INTEREST RATE PROTECTION. Within ninety days following the Effective Date,
enter into one or more interest rate protection agreements with counterparties
reasonably satisfactory to the Administrative Agent effectively fixing the
interest rates (at rates reasonably satisfactory to the Administrative Agent) on




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not less than $20,000,000 of the outstanding principal amount of the Term Loans
for a period of not less than two years.

10.22 AMENDMENTS TO CERTAIN DOCUMENTS. The Company shall not make or agree to
any amendment to or modification of, or waive any of its rights under, any
agreement or instrument governing any Subordinated Debt which would (a) have the
effect of (i) increasing the principal amount payable thereon or redemptions
thereof, (ii) providing for earlier payment in respect of principal or
redemptions or otherwise, or (iii) requiring additional collateral or guarantees
to secure the Subordinated Debt or (b) otherwise adversely affect the interest
of the Banks.

11 SECTION EFFECTIVENESS; CONDITIONS OF LENDING, ETC.

11.1 EFFECTIVENESS. This Agreement shall become effective, and all loans
outstanding under the Existing Agreement shall be deemed to be loans hereunder
(as more fully set forth in SECTION 1.3) and all letters of credit outstanding
under the Existing Agreement shall be deemed to be Letters of Credit hereunder,
on the date (and the date on which all such conditions precedent have been
satisfied or waived in writing by the Banks, the "EFFECTIVE DATE") that the
Administrative Agent shall have received (a) all amounts which are then due and
payable pursuant to SECTION 5 and (to the extent billed) SECTION 14.6; (b)
evidence satisfactory to the Administrative Agent that all Debt to be Repaid has
been (or concurrently with the initial credit extension hereunder will be) paid
in full and all Liens securing such Debt have been (or concurrently with the
initial credit extension hereunder will be) terminated; and (c) all of the
following, each duly executed and dated the Effective Date (or such earlier date
as shall be satisfactory to the Administrative Agent), each in form and
substance satisfactory to the Administrative Agent, and each (except for the
Notes, of which only the originals shall be signed) in sufficient number of
signed counterparts to provide one for each Bank:

11.1.1 NOTES. The Notes.

11.1.2 RESOLUTIONS. Certified copies of resolutions of the Board of Directors of
the Company authorizing or ratifying the execution, delivery and performance by
the Company of this Agreement, the Notes and the other Loan Documents to which
the Company is a party; and certified copies of resolutions of the Board of
Directors of each Subsidiary authorizing or ratifying the execution, delivery
and performance by such Subsidiary of each Loan Document to which such
Subsidiary is a party.

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

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

11.1.5 OPINIONS OF COUNSEL FOR THE COMPANY AND THE GUARANTORS. The opinion of
Rosetto & Associates, LLC, counsel to the Company and the Guarantors.






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11.1.6 FINANCIAL INFORMATION. A certificate of the chief financial officer of
the Company as to (a) consolidated and consolidating financial statements for
the Company and its Subsidiaries for the Fiscal Years ending December 31, 1997,
1998 and 1999 including balance sheets, income statements and cash flow
statements audited by independent public accountants of recognized national
standing and prepared in conformity with GAAP, (b) the business plan and
financial projections of the Company and its Subsidiaries for Fiscal Years 2000
through 2005 and (c) the calculation of the Funded Debt to Adjusted EBITDA
Ratio.

11.1.7 REAL ESTATE DOCUMENTS. With respect to each parcel of real property
listed on SCHEDULE 11.1.7, a duly executed Mortgage providing for a fully
perfected Lien, in favor of the Administrative Agent, in all right, title and
interest of the Company or such Subsidiary in such real property, together with:

                  (a) an ALTA Loan Title Insurance Policy, issued by an insurer
         acceptable to the Administrative Agent, insuring the Administrative
         Agent's Lien on such real property and containing such endorsements as
         the Administrative Agent may reasonably require (it being understood
         that the amount of coverage, exceptions to coverage and status of title
         set forth in such policy shall be acceptable to the Administrative
         Agent);

                  (b) copies of all documents of record concerning such real
         property as shown on the commitment for the ALTA Loan Title Insurance
         Policy referred to above;

                  (c) original or certified copies of all insurance policies
         required to be maintained with respect to such real property by this
         Agreement, the applicable Mortgage or any other Loan Document; and

                  (d) a flood insurance policy concerning such real property,
         reasonably satisfactory to the Administrative Agent, if required by the
         Flood Disaster Protection Act of 1973.

         Additionally, in the case of any leased real property, a consent, in
form and substance satisfactory to the Administrative Agent, from the owner and
each mortgagee of such property (a) consenting to the Mortgage in favor of the
Administrative Agent with respect to such property and (b) waiving any
landlord's Lien in respect of personal property kept at the premises subject to
such lease.

11.1.8 SECURITY AGREEMENT. The Security Agreement duly executed by the Company
and each Subsidiary together with evidence satisfactory to the Administrative
Agent that all filings necessary to perfect the Administrative Agent's Lien on
any collateral granted under the Security Agreement have been duly made.

11.1.9 GUARANTY. The Guaranty duly executed by each Subsidiary of the Company.

11.1.10 PLEDGE AGREEMENTS. The Company Pledge Agreement duly executed by the
Company and the Subsidiary Pledge Agreements duly executed by each Subsidiary





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that has one or more Subsidiaries, in all cases together with all stock
certificates, stock powers and other items required to be delivered in
connection with the Company Pledge Agreement or the Subsidiary Pledge Agreement.

11.1.11 BORROWING BASE CERTIFICATE. A Borrowing Base Certificate showing the
Borrowing Base as of a date within five days of the Effective Date.

11.1.12 APPRAISAL AND AUDIT REPORTS. Asset appraisal reports with respect to all
of the real and personal property owned by the Company and its Subsidiaries and
a written audit of the accounts receivable, inventory, payables, controls and
systems of the Company and its Subsidiaries.

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

11.2 CONDITIONS TO ALL EXTENSIONS OF CREDIT. The obligation (a) of each Bank to
make each Loan or to participate in Swing Line Loans and (b) of each Issuing
Bank to issue each Letter of Credit is subject to the condition that the
Effective Date shall have occurred and to the following further conditions
precedent:

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

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

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

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

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

         (c) no Event of Default or Unmatured Event of Default shall have then
         occurred and be continuing, and neither the Company nor any of its
         Subsidiaries shall be in violation of any law or governmental



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         regulation or court order or decree where such violation or violations
         singly or in the aggregate might reasonably be expected to have a
         Material Adverse Effect.

11.2.2 CONFIRMATORY CERTIFICATE. If requested by the Administrative Agent or any
Bank (acting through the Administrative Agent), the Administrative Agent shall
have received (in sufficient counterparts to provide one to each Bank) a
certificate dated the date of such requested Loan or Letter of Credit and signed
by a duly authorized representative of the Company as to the matters set out in
SECTION 11.2.1 (it being understood that each request by the Company for the
making of a Loan or the issuance of a Letter of Credit shall be deemed to
constitute a warranty by the Company that the conditions precedent set forth in
SECTION 11.2.1 will be satisfied at the time of the making of such Loan or the
issuance of such Letter of Credit), together with such other documents as the
Administrative Agent or any Bank (acting through the Administrative Agent) may
reasonably request in support thereof.

11.2.3 TOTAL OUTSTANDINGS. After giving effect to such Loan or such Issuance,
the Revolving Outstandings will not exceed the Borrowing Base.

12 SECTION EVENTS OF DEFAULT AND THEIR EFFECT.

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

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

12.1.2 NON-PAYMENT OF OTHER DEBT. Any default shall occur under the terms
applicable to any Debt of the Company or any Subsidiary in an aggregate
principal amount (for all such Debt so affected) exceeding $500,000 and such
default shall (a) consist of the failure to pay such Debt when due (subject to
any applicable grace period), whether by acceleration or otherwise, or (b)
accelerate the maturity of such Debt or permit the holder or holders thereof, or
any trustee or agent for such holder or holders, to cause such Debt to become
due and payable prior to its expressed maturity.

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

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






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

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

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

12.1.7 PENSION PLANS. (i) Institution of any steps by the Company or any other
Person to terminate a Pension Plan if as a result of such termination the
Company could be required to make a contribution to such Pension Plan, or could
incur a liability or obligation to such Pension Plan, in excess of $500,000;
(ii) a contribution failure occurs with respect to any Pension Plan sufficient
to give rise to a Lien under section 302(f) of ERISA; or (iii) there shall occur
any withdrawal or partial withdrawal from a Multiemployer Pension Plan and the
withdrawal liability (without unaccrued interest) to Multiemployer Pension Plans
as a result of such withdrawal (including any outstanding withdrawal liability
that the Company and the Controlled Group have incurred on the date of such
withdrawal) exceeds $500,000.

12.1.8 JUDGMENTS. Final judgments which exceed an aggregate of $500,000 shall be
rendered against the Company, or any Subsidiary and shall not have been paid,
discharged or vacated or had execution thereof stayed pending appeal within 30
days after entry or filing of such judgments.

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

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


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12.1.11 CHANGE IN CONTROL. (a) Any Person or group of Persons (within the
meaning of Section 13 or 14 of the Securities Exchange Act of 1934) shall
acquire beneficial ownership (within the meaning of Rule 13d-3 promulgated under
such Act) of 25% or more of the outstanding shares of common stock of the
Company; (b) during any 12-month period, individuals who at the beginning of
such period constituted the Company's Board of Directors (together with any new
directors whose election by the Company's Board of Directors or whose nomination
for election by the Company's shareholders was approved by a vote of at least
two-thirds of the directors who either were directors at beginning of such
period or whose election or nomination was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the Company; or (c)
a period of 60 consecutive days shall have elapsed during which any of the
individuals named in SCHEDULE 12.1.11 shall have ceased to hold executive
offices with the Company at least equal in seniority to such individual's
present offices, as set out in such SCHEDULE 12.1.11, EXCLUDING any such
individual who has been replaced by another individual or individuals reasonably
satisfactory to the Required Banks (it being understood that any such
replacement individual shall be deemed added to SCHEDULE 12.1.11 on the date of
approval thereof by the Required Banks).

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

13 SECTION THE ADMINISTRATIVE AGENT.





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

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

                  (c) The Swing Line Bank shall have all of the benefits and
         immunities (i) provided to the Administrative Agent in this SECTION 13
         with respect to any acts taken or omissions suffered by the Swing Line
         Bank in connection with Swing Line Loans made or proposed to be made by
         it as fully as if the term "Administrative Agent", as used in this
         SECTION 13, included the Swing Line Bank with respect to such acts or
         omissions and (ii) as additionally provided in this Agreement with
         respect to the Swing Line Bank.

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

13.3 LIABILITY OF ADMINISTRATIVE AGENT. None of the Agent-Related Persons shall
(i) be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct), or (ii) be responsible in any manner to any of the Banks for any
recital, statement, representation or warranty made by the Company or any
Subsidiary or Affiliate of the Company, or any officer thereof, contained in
this Agreement or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other







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Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of
the Company or any other party to any Loan Document to perform its obligations
hereunder or thereunder. No Agent-Related Person shall be under any obligation
to any Bank to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the properties, books or records of the
Company or any of the Company's Subsidiaries or Affiliates.

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

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

13.6 CREDIT DECISION. Each Bank acknowledges that none of the Agent-Related
Persons has made any representation or warranty to it, and that no act by the
Administrative Agent hereafter taken, including any review of the affairs of the
Company and its Subsidiaries, shall be deemed to constitute any representation
or warranty by any Agent-Related Person to any Bank. Each Bank represents to the
Administrative Agent that it has, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Company and its Subsidiaries, and all applicable bank
regulatory laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend credit to the Company
hereunder. Each Bank also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own





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credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Company.
Except for notices, reports and other documents expressly herein required to be
furnished to the Banks by the Administrative Agent, the Administrative Agent
shall not have any duty or responsibility to provide any Bank with any credit or
other information concerning the business, prospects, operations, property,
financial or other condition or creditworthiness of the Company which may come
into the possession of any of the Agent-Related Persons.

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






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         For the purposes of this SECTION 13.7, "INDEMNIFIED LIABILITIES" shall
mean: any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, charges, expenses and disbursements (including
reasonable fees of attorneys for the Administrative Agent (including the
allocable costs of internal legal services and all disbursements of internal
counsel)) of any kind or nature whatsoever which may at any time (including at
any time following repayment of the Loans and the termination, resignation or
replacement of the Administrative Agent or the replacement of any Bank) be
imposed on, incurred by or asserted against any Agent-Related Person in any way
relating to or arising out of this Agreement or any document contemplated by or
referred to herein, or the transactions contemplated hereby, or any action taken
or omitted by any such Person under or in connection with any of the foregoing,
including with respect to any investigation, litigation or proceeding (including
(a) any case, action or proceeding before any court or other governmental
authority relating to bankruptcy, reorganization, insolvency, liquidation,
receivership, dissolution, winding-up or relief of debtors, or (b) any general
assignment for the benefit of creditors, composition, marshalling of assets for
creditors, or other, similar arrangement in respect of its creditors generally
or any substantial portion of its creditors; undertaken under U.S. Federal,
state or foreign law, including the Bankruptcy Code, and including any appellate
proceeding) related to or arising out of this Agreement or the Commitments or
the use of the proceeds thereof, whether or not any Administrative Agent-Related
Person, any Bank or any of their respective officers, directors, employees,
counsel, agents or attorneys-in-fact is a party thereto.

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

13.9 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may, and at the
request of the Required Banks shall, resign as Administrative Agent upon 30
days' notice to the Banks. If the Administrative Agent resigns under this
Agreement, the Required Banks shall, with (so long as no Event of Default
exists) the consent of the Company (which shall not be unreasonably withheld or
delayed), appoint from among the Banks a successor agent for the Banks. If no
successor agent is appointed prior to the effective date of the resignation of
the Administrative Agent, the Administrative Agent may appoint, after consulting





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

13.10 WITHHOLDING TAX.

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

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

                           (ii) if such Bank claims that interest paid under
                  this Agreement is exempt from United States withholding tax
                  because it is effectively connected with a United States trade
                  or business of such Bank, two properly completed and executed
                  copies of IRS Form 4224 before the payment of any interest is
                  due in the first taxable year of such Bank and in each
                  succeeding taxable year of such Bank during which interest may
                  be paid under this Agreement, and IRS Form W-9; and

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

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






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

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

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

                  (e) If the IRS or any other governmental authority of the
         United States or any other jurisdiction asserts a claim that the
         Administrative Agent did not properly withhold tax from amounts paid to
         or for the account of any Bank (because the appropriate form was not
         delivered or was not properly executed, or because such Bank failed to
         notify the Administrative Agent of a change in circumstances which
         rendered the exemption from, or reduction of, withholding tax
         ineffective, or for any other reason) such Bank shall indemnify the
         Administrative Agent fully for all amounts paid, directly or
         indirectly, by the Administrative Agent as tax or otherwise, including
         penalties and interest, and including any taxes imposed by any
         jurisdiction on the amounts payable to the Administrative Agent under
         this Section, together with all costs and expenses (including
         reasonable fees of attorneys for the Administrative Agent (including
         the allocable costs of internal legal services and all disbursements of
         internal counsel)). The obligation of the Banks under this subsection
         shall survive the repayment of the Loans, cancellation of the Notes,
         any termination of this Agreement and the resignation or replacement of
         the Administrative Agent.

13.11 COLLATERAL MATTERS. The Banks irrevocably authorize the Administrative
Agent, at its option and in its discretion, to release any Lien granted to or







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

14 SECTION GENERAL.

14.1 WAIVER; AMENDMENTS. No delay on the part of the Administrative Agent or any
Bank in the exercise of any right, power or remedy shall operate as a waiver
thereof, nor shall any single or partial exercise by any of them of any right,
power or remedy preclude other or further exercise thereof, or the exercise of
any other right, power or remedy. No amendment, modification or waiver of, or
consent with respect to, any provision of this Agreement or the Notes shall in
any event be effective unless the same shall be in writing and signed and
delivered by Banks having an aggregate Total Percentage of not less than the
aggregate Total Percentage expressly designated herein with respect thereto or,
in the absence of such designation as to any provision of this Agreement or the
Notes, by the Required Banks, and then any such amendment, modification, waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given. No amendment, modification, waiver or consent shall
change or extend the Commitment of any Bank without the consent of such Bank. No
amendment, modification, waiver or consent shall modify the allocation of any
payment between the Term Loans without the consent of such Banks holding more
than 66-2/3% of the aggregate outstanding principal amount of the Term Loans. No
amendment, modification, waiver or consent shall (i) extend the date for payment
of any principal of or interest on any Loan or any fees payable hereunder, (ii)
reduce the principal amount of any Loan, the rate of interest thereon or any
fees payable hereunder, (iii) release the Guaranty (other than with respect to a
Guarantor which ceases to be a Subsidiary as a result of a transaction permitted
hereunder) or all or substantially all of the collateral granted under the
Collateral Documents or (iv) reduce the aggregate Total Percentage required to
effect an amendment, modification, waiver or consent without, in each case, the
consent of all Banks. No provisions of SECTION 13 or other provision of this
Agreement affecting the Administrative Agent in its capacity as such shall be
amended, modified or waived without the consent of the Administrative Agent. No
provision of this Agreement relating to the rights or duties of an Issuing Bank
in its capacity as such shall be amended, modified or waived without the consent
of such Issuing Bank. No provision of this Agreement affecting the Swing Line
Bank in its capacity as such shall be amended, modified or waived without the
written consent of the Swing Line Bank.

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

14.3 NOTICES. Except as otherwise provided in SECTIONS 2.2 and 2.3, all notices
hereunder shall be in writing (including facsimile transmission) and shall be
sent to the applicable party at its address shown on SCHEDULE 14.3 or at such
other address as such party may, by written notice received by the other






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parties, have designated as its address for such purpose. Notices sent by
facsimile transmission shall be deemed to have been given when sent and receipt
of such facsimile is confirmed; notices sent by mail shall be deemed to have
been given three Business Days after the date when sent by registered or
certified mail, postage prepaid; and notices sent by hand delivery or overnight
courier service shall be deemed to have been given when received. For purposes
of SECTIONS 2.2 and 2.3, the Administrative Agent and the Swing Line Bank shall
be entitled to rely on telephonic instructions from any person that the
Administrative Agent or the Swing Line Bank in good faith believes is an
authorized officer or employee of the Company, and the Company shall hold the
Administrative Agent, the Swing Line Bank and each other Bank harmless from any
loss, cost or expense resulting from any such reliance.

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

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

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





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of the Notes or the execution and delivery of any other Loan Document or any
other document provided for herein or delivered or to be delivered hereunder or
in connection herewith and (b) any fees of the Company's auditors in connection
with any reasonable exercise by the Administrative Agent and the Banks of their
rights pursuant to SECTION 10.2. All obligations provided for in this SECTION
14.6 shall survive repayment of the Loans, cancellation of the Notes and any
termination of this Agreement.

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

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

14.9 ASSIGNMENTS; PARTICIPATIONS.

14.9.1 ASSIGNMENTS. Any Bank may, with the prior written consent of the
Administrative Agent and, so long as no Unmatured Event of Default or Event of
Default has occurred and is continuing, the Company (which consents shall not be
unreasonably delayed or withheld), at any time assign and delegate to one or
more commercial banks or other Persons (any Person to whom such an assignment
and delegation is to be made being herein called an "ASSIGNEE"), all or any
fraction of such Bank's Loans and Commitment (which assignment and delegation
shall be of a constant, and not a varying, percentage of all the assigning
Bank's Loans and Commitment) in a minimum aggregate amount equal to the lesser
of (i) the amount of the assigning Bank's remaining Commitment and Term Loans
and (ii) $5,000,000; PROVIDED that (a) no assignment and delegation may be made
to any Person if, at the time of such assignment and delegation, the Company
would be obligated to pay any greater amount under SECTION 7.7 or SECTION 8 to
the Assignee than the Company is then obligated to pay to the assigning Bank
under such Sections (and if any assignment is made in violation of the
foregoing, the Company will not be required to pay the incremental amounts) and
(b) the Company and the Administrative Agent shall be entitled to continue to
deal solely and directly with such Bank in connection with the interests so
assigned and delegated to an Assignee until the date when all of the following
conditions shall have been met:

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

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

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

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





                                       65
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it pursuant to such Assignment Agreement, shall be released from its obligations
hereunder. Within five Business Days after the effectiveness of any assignment
and delegation to a Person that is not currently a Bank hereunder, the Company
shall execute and deliver to the Administrative Agent (for delivery to the
Assignee) a new Note dated the effective date of such assignment. Any attempted
assignment and delegation not made in accordance with this SECTION 14.9.1 shall
be null and void.

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

14.9.2 PARTICIPATIONS. Any Bank may at any time sell to one or more commercial
banks or other Persons participating interests in any Loan owing to such Bank,
the Note held by such Bank, the Commitment of such Bank, the direct or
participation interest of such Bank in any Letter of Credit or any other
interest of such Bank hereunder (any Person purchasing any such participating
interest being herein called a "PARTICIPANT"); PROVIDED that any Bank selling
any such participating interest shall give notice thereof to the Company. In the
event of a sale by a Bank of a participating interest to a Participant, (x) such
Bank shall remain the holder of its Note for all purposes of this Agreement, (y)
the Company and the Administrative Agent shall continue to deal solely and
directly with such Bank in connection with such Bank's rights and obligations
hereunder and (z) all amounts payable by the Company shall be determined as if
such Bank had not sold such participation and shall be paid directly to such
Bank. No Participant shall have any direct or indirect voting rights hereunder
except with respect to any of the events (excluding the events described in
CLAUSES (I) through (IV) thereof) described in the fourth sentence of SECTION
14.1. Each Bank agrees to incorporate the requirements of the preceding sentence
into each participation agreement which such Bank enters into with any
Participant. The Company agrees that if amounts outstanding under this Agreement
and the Notes are due and payable (as a result of acceleration or otherwise),
each Participant shall be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement, any Note and with
respect to any Letter of Credit to the same extent as if the amount of its
participating interest were owing directly to it as a Bank under this Agreement
or such Note; PROVIDED that such right of setoff shall be subject to the
obligation of each Participant to share with the Banks, and the Banks agree to
share with each Participant, as provided in SECTION 7.5. The Company also agrees
that each Participant shall be entitled to the benefits of SECTION 7.6 and
SECTION 8 as if it were a Bank (provided that no Participant shall receive any
greater compensation pursuant to SECTION 7.6 or SECTION 8 than would have been
paid to the participating Bank if no participation had been sold).

14.10 GOVERNING LAW. This Agreement and each Note shall be a contract made under
and governed by and construed and interpreted in accordance with, the laws of
the State of Illinois applicable to contracts made and to be performed entirely
within such State. Whenever possible each provision of this Agreement shall be






                                       66
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interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement. All obligations of the Company
and rights of the Administrative Agent and the Banks expressed herein or in any
other Loan Document shall be in addition to and not in limitation of those
provided by applicable law.

14.11 COUNTERPARTS. This Agreement may be executed in any number of counterparts
and by the different parties hereto on separate counterparts and each such
counterpart shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same Agreement.

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

14.13 INDEMNIFICATION BY THE COMPANY.

         (a) In consideration of the execution and delivery of this Agreement by
         the Administrative Agent and the Banks and the agreement to extend the
         Commitments provided hereunder, the Company hereby agrees to indemnify,
         exonerate and hold the Administrative Agent, the Lead Arranger, each
         Bank and each of the officers, directors, employees, Affiliates and
         agents of the Administrative Agent and each Bank (each a "BANK PARTY")
         free and harmless from and against any and all actions, causes of
         action, suits, losses, liabilities, damages and expenses, including
         reasonable attorneys' fees and charges and, without duplication,
         allocated costs of staff counsel (collectively, for purposes of this
         SECTION 14.13, called the "INDEMNIFIED LIABILITIES"), incurred by the
         Bank Parties or any of them as a result of, or arising out of, or
         relating to (i) any tender offer, merger, purchase of stock, purchase
         of assets or other similar transaction financed or proposed to be
         financed in whole or in part, directly or indirectly, with the proceeds
         of any of the Loans, (ii) the use, handling, release, emission,
         discharge, transportation, storage, treatment or disposal of any
         Hazardous Substance at any property owned or leased by the Company or
         any Subsidiary, (iii) any violation of any Environmental Laws with
         respect to conditions at any property owned or leased by the Company or
         any Subsidiary or the operations conducted thereon, (iv) the
         investigation, cleanup or remediation of offsite locations at which the
         Company or any Subsidiary or their respective predecessors are alleged
         to have directly or indirectly disposed of hazardous substances or (v)
         the execution, delivery, performance or enforcement of this Agreement
         or any other Loan Document by any of the Bank Parties, except for any
         such Indemnified Liabilities arising on account of any such Bank
         Party's gross negligence or willful misconduct. If and to the extent
         that the foregoing undertaking may be unenforceable for any reason, the
         Company hereby agrees to make the maximum contribution to the payment
         and satisfaction of each of the Indemnified Liabilities which is
         permissible under applicable law. Nothing set forth above shall be
         construed to relieve any Bank Party from any obligation it may have
         under this Agreement.






                                       67
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         (b) All obligations provided for in this SECTION 14.13 shall survive
         repayment of the Loans, cancellation of the Notes, any foreclosure
         under, or any modification, release or discharge of any or all of the
         Collateral Documents and any termination of this Agreement.

14.14 INTEREST. (a) It is the intention of the parties hereto that each Bank
shall conform strictly to usury laws applicable to it. Accordingly, the parties
hereto stipulate and agree that none of the terms and provisions contained in
this Agreement or any Note shall ever be construed to create a contract to pay
any Bank for the use, forbearance or detention of money a rate in excess of the
Highest Lawful Rate applicable to such Bank, and that for purposes hereof,
"interest" shall include the aggregate of all charges or other consideration
which constitute interest under applicable laws and are contracted for, taken,
reserved, charged or received under this Agreement, the applicable Note or
otherwise in connection with the transactions contemplated by this Agreement.
Further, if the transactions contemplated hereby would be usurious as to any
Bank under the laws applicable to it, then notwithstanding anything to the
contrary in this Agreement or the applicable Note, or any agreement or document
entered into in connection herewith or therewith, it is agreed as follows: the
aggregate of all consideration which constitutes interest under the laws
applicable to such Bank that is contracted for, taken, reserved, charged or
received by such Bank under this Agreement or the applicable Note, or otherwise
in connection herewith or therewith, shall under no circumstances exceed the
maximum amount allowed by the laws applicable to such Bank, and any excess shall
be credited by such Bank on the principal amount of the indebtedness of the
Company owed to such Bank (or, if the principal amount of all such indebtedness
shall have been paid in full, to the extent such interest has been received by
such Bank it shall be refunded by such Bank to the Company). The provisions of
this SECTION 14.14(A) shall control over all other provisions of this Agreement,
the Notes and any other agreement or document which may be in apparent conflict
herewith. The parties further stipulate and agree that, without limitation of
the foregoing, all calculations of the rate or amount of interest contracted
for, taken, reserved, charged or received under this Agreement, each Note and
any other applicable agreement or document which are made for the purpose of
determining whether such rate or amount exceeds the Highest Lawful Rate shall be
made, to the extent permitted by applicable law, by amortizing, prorating,
allocating and spreading during the period of the full stated term of the
indebtedness of the Company to the applicable Bank, and if longer and if
permitted by applicable law, until payment in full, all interest at any time so
contracted for, taken, reserved, charged or received.




                                       68
<PAGE>   76


                  (b) If at any time the effective rate of interest which would
         otherwise apply to any indebtedness evidenced by any Note issued to any
         Bank would exceed the Highest Lawful Rate applicable to such Bank
         (taking into account the interest rate applicable to such indebtedness
         pursuant to the other provisions of this Agreement, plus all additional
         charges and consideration which have been contracted for, taken,
         reserved, charged or received under this Agreement or such Note (the
         "Additional Charges") which constitute interest with respect to such
         indebtedness), the effective interest rate to apply to such
         indebtedness shall be limited to the Highest Lawful Rate, but any
         subsequent reductions in the interest rate applicable to such
         indebtedness shall not reduce the effective interest rate to apply to
         such indebtedness below the Highest Lawful Rate applicable to such Bank
         until the total amount of interest accrued on such indebtedness equals
         the amount of interest which would have accrued if the interest rate
         from time to time applicable to such indebtedness had at all times been
         in effect with respect to such indebtedness pursuant to the other
         provisions of this Agreement and if such Bank had collected all
         Additional Charges called for under this Agreement and its Note. If at
         maturity or final payment of any Note issued to any Bank the total
         amount of interest accrued on such Note (including amounts designated
         as "interest" plus any Additional Charges which constitute interest,
         and taking into account the limitations of the first sentence of this
         SECTION 14.14(B)) is less than the total amount of interest which would
         have accrued if the interest rate or interest rates applicable to the
         indebtedness from time to time outstanding under such Note had at all
         times been in effect pursuant to the other provisions of this
         Agreement, then the Company agrees, to the fullest extent permitted by
         the laws applicable to such Bank, to pay to such Bank an amount equal
         to the difference between (i) the lesser of (1) the amount of interest
         which would have accrued on such Note if the Highest Lawful Rate had at
         all times been in effect (but excluding, for purposes of calculating
         such amount of interest, any Additional Charges which constitute
         interest with respect to such Note), or (2) the amount of interest
         which would have accrued on such Note if the interest rate or interest
         rates applicable to the indebtedness from time to time outstanding
         under such Note had at all times been in effect pursuant to the other
         provisions of this Agreement (including amounts designated as
         "interest" plus any Additional Charges which constitute interest with
         respect to such Note) less (ii) the amount of interest actually accrued
         on such Note (including amounts designated as "interest" plus any
         Additional Charges which constitute interest with respect to such
         Note).

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






                                       69
<PAGE>   77


FORTH ABOVE. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
BY REGISTERED MAIL, POSTAGE PREPAID TO SUCH ADDRESS AS DETERMINED PURSUANT TO
SECTION 14.3, BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE
COMPANY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM
THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE
EXTENT THAT THE COMPANY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE COMPANY HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.

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



                                       70
<PAGE>   78




         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.

                           U. S. PLASTIC LUMBER CORP.

                           By
                             -----------------------------------------------

                           Title
                             -----------------------------------------------


                           BANK OF AMERICA, N.A., as Administrative Agent

                           By
                             -----------------------------------------------

                           Title
                             -----------------------------------------------


                            BANK OF AMERICA, N.A., as Issuing Bank and
                            Swing Line Bank

                           By
                             -----------------------------------------------

                           Title
                             -----------------------------------------------


                           LASALLE BANK NATIONAL ASSOCIATION, as a Bank

                           By
                             -----------------------------------------------

                           Title
                             -----------------------------------------------


                           UNION PLANTERS BANK, as a Bank

                           By
                             -----------------------------------------------

                           Title
                             -----------------------------------------------



                                       71
<PAGE>   79




                                  SCHEDULE 1.1

                                PRICING SCHEDULE

         The Base Rate Margin, the Eurodollar Margin, the Non-Use Fee Rate and
the LC Fee Rate for Financial Letters of Credit and Non-Financial Letters of
Credit, respectively, shall be determined in accordance with the table below and
the other provisions of this SCHEDULE 1.1.
<TABLE>
<CAPTION>

------------------------------ ---------------- ---------------- ---------------- ---------------- -----------------
                                       LEVEL I         LEVEL II         LEVEL III        LEVEL IV          LEVEL V
------------------------------ ---------------- ---------------- ---------------- ---------------- -----------------
<S>                                     <C>              <C>              <C>              <C>               <C>
Rate for
Non-Use Fee                             0.375%           0.500%           0.500%           0.500%            0.500%
------------------------------ ---------------- ---------------- ---------------- ---------------- -----------------
Eurodollar Margin                        2.00%            2.25%            2.50%            2.75%             3.00%
------------------------------ ---------------- ---------------- ---------------- ---------------- -----------------
Base Rate Margin                         0.75%            1.00%            1.25%            1.50%             1.75%
------------------------------ ---------------- ---------------- ---------------- ---------------- -----------------
LC Rate for Financial
Letters of Credit                        2.00%            2.25%            2.50%            2.75%             3.00%
------------------------------ ---------------- ---------------- ---------------- ---------------- -----------------
LC Rate for Non-Financial
Letters of Credit                        1.00%           1.125%            1.25%           1.375%             1.50%
------------------------------ ---------------- ---------------- ---------------- ---------------- -----------------
</TABLE>


         LEVEL I applies when the Funded Debt to Adjusted EBITDA Ratio is less
than 2.0 to 1.

         LEVEL II applies when the Funded Debt to Adjusted EBITDA Ratio is equal
to or greater than 2.0 to 1 but less than 2.5 to 1.

         LEVEL III applies when the Funded Debt to Adjusted EBITDA Ratio is
equal to or greater than 2.5 to 1 but less than 3.0 to 1.

         LEVEL IV applies when the Funded Debt to Adjusted EBITDA Ratio is equal
to or greater than 3.0 to 1 but less than 3.5 to 1.

         LEVEL V applies when the Funded Debt to Adjusted EBITDA Ratio is equal
to or greater than 3.5 to 1.

         Initially, the applicable Level shall be determined in accordance with
the Funded Debt to Adjusted EBITDA Ratio at the time of closing, but shall not
be less than Level IV. The applicable Level shall be adjusted, to the extent
applicable, 45 days (or, in the case of the last Fiscal Quarter of any Fiscal
Year, 90 days) after the end of each Fiscal Quarter based on the Funded Debt to



                                       1
<PAGE>   80


Adjusted EBITDA Ratio as of the last day of such Fiscal Quarter; PROVIDED that
the applicable level shall not be below Level IV at any time prior to the
six-month anniversary of the Effective Date (at which time the applicable Level
shall be adjusted, if applicable, based upon the Funded Debt to Adjusted EBITDA
Ratio as of the most recent date on which an adjustment would have occurred
absent this proviso); and PROVIDED, FURTHEr, that if the Company fails to
deliver the financial statements required by SECTION 10.1.1, 10.1.2 or 10.1.3,
as applicable, and the related certificate required by SECTION 10.1.4 by the
50th day (or, if applicable, the 95th day) after any Fiscal Quarter, Level V
shall apply until such financial statements are delivered.



                                       2
<PAGE>   81


                                  SCHEDULE 2.1

                              BANKS AND PERCENTAGES
<TABLE>
<CAPTION>

                                               AMOUNT OF               AMOUNT OF
BANK                                           REVOLVING COMMITMENT    TERM LOAN              PERCENTAGE
----                                           --------------------    ---------              ----------
<S>                                            <C>                     <C>                    <C>
Bank of America, N.A.                          $2,500,000              $17,500,000            44.44444445%

LaSalle Bank National Association              $7,500,000              $7,500,000             33.33333333%

Union Planters Bank                            $5,000,000              $5,000,000             22.22222222%

TOTALS                                         $15,000,000             $30,000,000            100%

</TABLE>



                                       1
<PAGE>   82

                                 SCHEDULE 6.1(a)

                           AMORTIZATION OF TERM LOANS

DATE                                                  PRINCIPAL PAYMENT
----                                                  -----------------
September 30, 2000                                          $1,250,000
December 31, 2000                                           $1,250,000
March 31, 2001                                              $1,250,000
June 30, 2001                                               $1,250,000
September 30, 2001                                          $2,500,000
December 31, 2001                                           $2,500,000
March 31, 2002                                              $2,500,000
June 30, 2002                                               $2,500,000
September 30, 2002                                          $3,750,000
December 31, 2000                                           $3,750,000
March 31, 2003                                              $3,750,000
Maturity                                                    $3,750,000
TOTAL                                                      $30,000,000




                                       1

<PAGE>   83


                                  SCHEDULE 9.6

                      LITIGATION AND CONTINGENT LIABILITIES






                                       1

<PAGE>   84


                                  SCHEDULE 9.8

                                  SUBSIDIARIES




                                       1
<PAGE>   85




                                  SCHEDULE 9.14

                              ENVIRONMENTAL MATTERS




                                       1

<PAGE>   86


                                  SCHEDULE 10.7

                                  EXISTING DEBT




                                       1

<PAGE>   87


                                  SCHEDULE 10.8

                                 EXISTING LIENS




                                       1
<PAGE>   88


                                  SCHEDULE 10.

                            EXISTING OPERATING LEASES





                                       1

<PAGE>   89






                                 SCHEDULE 11.1.7

                               MORTGAGED PROPERTY





                                       1

<PAGE>   90


                                SCHEDULE 12.1.11

                                 KEY EXECUTIVES



NAME                                        CURRENT OFFICE(S)
----                                        -----------------








                                       1
<PAGE>   91


                                  SCHEDULE 14.3

                              ADDRESSES FOR NOTICES

U.S. PLASTIC LUMBER CORP.

2300 Glades Road
Suite 440 West
Boca Raton, FL 33431
Attention: John Poling
Telephone:  561-394-3511
Facsimile:   561-394-5335

BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
Agency Management Services
231 South LaSalle Street
Chicago, Illinois 60697
Attention: Kristine Hyde
Telephone:  (312) 828-1657
Facsimile:  (312) 974-9102

BANK OF AMERICA, N.A., AS ISSUING BANK, AS SWING LINE BANK, AND AS A BANK
231 South LaSalle Street
Chicago, Illinois 60697
Attention: Paul Frey
Telephone:  (312) 828-5308
Facsimile:   (312) 765-2193

LASALLE BANK NATIONAL ASSOCIATION, AS A BANK
200 South Biscayne Boulevard
22nd Floor
Miami, Florida 33131
Telephone: (305) 416-7738
Facsimile: (305) 577-0825




                                       1

<PAGE>   92


UNION PLANTERS BANK, AS A BANK

1489 West Palmetto Park Road
3rd Floor
Boca Raton, Florida 33486
Telephone: (561) 361-5623
Facsimile: (561) 361-5612







                                       2