ex4-1.htm


     

    Exhibit
      4.1

     

    EXECUTION
      COPY

    
      
        
          

        



    

    Published
      CUSIP Number: 94105JAF2 

     

    REVOLVING
      CREDIT AGREEMENT

     

    Dated
      as
      of September 27, 2007

     

    by
      and
      among

     

    WASTE
      CONNECTIONS, INC.

     

    AND
      ITS SUBSIDIARIES

     

    (the
      “Borrowers”)

     

    THE
      LENDING INSTITUTIONS PARTY HERETO

     

    (the
      “Lenders”)

     

    and

     

    BANK
      OF AMERICA, N.A.,

     

    as
      Administrative Agent

     

    with

     

    JPMORGAN
      CHASE BANK, N.A.

     

    and

     

    DEUTSCHE
      BANK SECURITIES, INC.,

     

    as
      Co-Syndication Agents

     

    and

     

    BANC
      OF AMERICA SECURITIES LLC

     

    and

     

    J.P.
      MORGAN SECURITIES INC.

     

    as
      Joint
      Lead Arrangers and Joint Book Managers

     

    and

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

     

    and
      UNION BANK OF CALIFORNIA

     

    as
      Documentation Agents

     

    
      


       
        
          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

    

    TABLE
      OF CONTENTS

     

    Page


    
      	
              §1.

            	
              DEFINITIONS
                AND RULES OF INTERPRETATION

            	
              1

            
	 	 	 	 
	 	
              §1.1.

            	
              Definitions

            	
              1

            
	 	 	 	 
	 	
              §1.2.

            	
              Rules
                of Interpretation

            	
              17

            
	 	 	 	 
	
              §2.

            	
              THE
                REVOLVING CREDIT FACILITY

            	
              18

            
	 	 	 
	 	
              §2.1.

            	
              Commitment
                to Lend

            	
              18

            
	 	 	 	 
	 	
              §2.2.

            	
              Reduction
                of Total Revolving Credit Commitment

            	
              18

            
	 	 	 	 
	 	
              §2.3.

            	
              Evidence
                of Indebtedness; Revolving Credit Notes

            	
              19

            
	 	 	 	 
	 	
              §2.4.

            	
              Interest
                on Revolving Credit Loans

            	
              20

            
	 	 	 	 
	 	
              §2.5.

            	
              Requests
                for Revolving Credit Loans

            	
              20

            
	 	 	 	 
	 	
              §2.6.

            	
              Funds
                for Revolving Credit Loans

            	
              21

            
	 	 	 	 
	 	
              §2.7.

            	
              Maturity
                of the Revolving Credit Loans

            	
              22

            
	 	 	 	 
	 	
              §2.8.

            	
              Mandatory
                Repayments of the Revolving Credit Loans

            	
              22

            
	 	 	 	 
	 	
              §2.9.

            	
              Optional
                Prepayments or Repayments of Revolving Credit Loans

            	
              22

            
	 	 	 	 
	 	
              §2.10.

            	
              Swing
                Line Loans; Settlements

            	
              22

            
	 	 	 	 
	 	
              §2.11.

            	
              Increase
                In Total Revolving Credit Commitment

            	
              25

            
	 	 	 	 
	
              §3.

            	
              LETTERS
                OF CREDIT

            	
              26

            
	 	 	 
	 	
              §3.1.

            	
              Letter
                of Credit Commitments

            	
              26

            
	 	 	 	 
	 	 	
              §3.1.1.

            	
              Commitment
                to Issue Letters of Credit

            	
              26

            
	 	 	 	 	 
	 	 	
              §3.1.2.

            	
              Letter
                of Credit Applications

            	
              27

            
	 	 	 	 	 
	 	 	
              §3.1.3.

            	
              Terms
                of Letters of Credit

            	
              28

            
	 	 	 	 	 
	 	 	
              §3.1.4.

            	
              Reimbursement
                Obligations of Lenders

            	
              28

            
	 	 	 	 	 
	 	 	
              §3.1.5.

            	
              Participations
                of Lenders

            	
              29

            
	 	 	 	 	 
	
               

            	 	
              §3.1.6.

            	
              Existing
                Letters of Credit

            	
              29

            
	 	 	 	 	 
	 	
              §3.1.7.

            	
              Auto
                Extension Letters of Credit

            	
              29

            
	 	 	 	 
	 	
              §3.2.

            	
              Reimbursement
                Obligation of the Borrowers

            	
              30

            
	 	 	 	 
	 	
              §3.3.

            	
              Letter
                of Credit Payments

            	
              30

            
	 	 	 	 
	 	
              §3.4.

            	
              Obligations
                Absolute

            	
              31

            
	 	 	 	 
	
               

            	
              §3.5.

            	
              Role
                of Issuing Lender

            	
              32

            
	 	 	 	 
	 	
              §3.6.

            	
              Letter
                of Credit Amounts

            	
              32

            
	 	 	 	 
	 	
              §3.7.

            	
              Applicability
                of ISP

            	
              33

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

       

       

    

    TABLE
      OF CONTENTS

    (continued)

     

    Page


    
      	
              §4.

            	
              FEES,
                PAYMENTS, AND COMPUTATIONS; JOINT AND SEVERAL LIABILITY

            	
              33

            
	 	
              §4.1.

            	
              Fees

            	
              33

            
	 	 	 	 
	 	
              §4.2.

            	
              Payments

            	
              34

            
	 	 	 	 
	 	
              §4.3.

            	
              Computations

            	
              35

            
	 	 	 	 
	 	
              §4.4.

            	
              Capital
                Adequacy

            	
              36

            
	 	 	 	 
	 	
              §4.5.

            	
              Certificate

            	
              36

            
	 	 	 	 
	 	
              §4.6.

            	
              Interest
                After Default

            	
              36

            
	 	 	 	 
	 	
              §4.7.

            	
              Interest
                Limitation

            	
              37

            
	 	 	 	 
	 	
              §4.8.

            	
              Election
                of Eurodollar Rate; Notice of Election; Interest Periods; Minimum
                Amounts

            	
              37

            
	 	 	 	 
	 	
              §4.9.

            	
              Eurodollar
                Indemnity

            	
              38

            
	 	 	 	 
	 	
              §4.10.

            	
              Illegality;
                Inability to Determine Eurodollar Rate

            	
              38

            
	 	 	 	
               

            
	 	
              §4.11.

            	
              Additional
                Costs, Etc

            	
              39

            
	 	 	 	 
	 	
              §4.12.

            	
              Replacement
                of Lenders

            	
              40

            
	 	 	 	
               

            
	 	
              §4.13.

            	
              Concerning
                Joint and Several Liability of the Borrowers

            	
              40

            
	 	 	 	 
	
              §5.

            	
              REPRESENTATIONS
                AND WARRANTIES

            	
              44

            
	 	 	 
	 	
              §5.1.

            	
              Corporate
                Authority

            	
              44

            
	 	 	 	 
	 	
              §5.2.

            	
              Governmental
                Approvals

            	
              44

            
	 	 	 	 
	 	
              §5.3.

            	
              Title
                to Properties; Leases

            	
              45

            
	 	 	 	 
	 	
              §5.4.

            	
              Financial
                Statements; Solvency

            	
              45

            
	 	 	 	 
	 	
              §5.5.

            	
              No
                Material Changes, Etc

            	
              45

            
	 	 	 	 
	 	
              §5.6.

            	
              Permits,
                Franchises, Patents, Copyrights, Etc

            	
              45

            
	 	 	 	 
	 	
              §5.7.

            	
              Litigation

            	
              45

            
	 	 	 	 
	 	
              §5.8.

            	
              No
                Materially Adverse Contracts, Etc

            	
              45

            
	 	 	 	 
	 	
              §5.9.

            	
              Compliance
                With Other Instruments, Laws, Etc

            	
              46

            
	 	 	 	 
	 	
              §5.10.

            	
              Tax
                Status

            	
              46

            
	 	 	 	 
	 	
              §5.11.

            	
              No
                Event of Default

            	
              46

            
	 	 	 	 
	 	
              §5.12.

            	
              Holding
                Company and Investment Company Acts

            	
              46

            
	 	 	 	 
	 	
              §5.13.

            	
              Absence
                of Financing Statements, Etc

            	
              46

            
	 	 	 	 
	 	
              §5.14.

            	
              Employee
                Benefit Plans

            	
              46

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    
       

      TABLE
        OF CONTENTS

      (continued)

       

      Page


    

     

    
      	
              §5.15.

            	
              Use
                of Proceeds

            	
              47

            
	 	 	 
	 	 	
              §5.15.1.

            	
              General

            	
              47

            
	 	 	 	 	 
	 	 	
              §5.15.2.

            	
              Regulations
                U and X

            	
              48

            
	 	 	 	 	 
	 	 	
              §5.15.3.

            	
              Ineligible
                Securities

            	
              48

            
	 	 	 	 	 
	 	
              §5.16.

            	
              Environmental
                Compliance

            	
              48

            
	 	 	 	 
	 	
              §5.17.

            	
              Transactions
                with Affiliates

            	
              48

            
	 	 	 	 
	 	
              §5.18.

            	
              Subsidiaries

            	
              49

            
	 	 	 	 
	 	
              §5.19.

            	
              True
                Copies of Charter and Other Documents

            	
              49

            
	 	 	 	 
	 	
              §5.20.

            	
              Disclosure

            	
              49

            
	 	 	 	 
	 	
              §5.21.

            	
              Capitalization

            	
              49

            
	 	 	 	 
	
              §6.

            	
              AFFIRMATIVE
                COVENANTS OF THE BORROWERS

            	
              50

            
	 	 	 
	 	
              §6.1.

            	
              Punctual
                Payment

            	
              50

            
	 	 	 	 
	 	
              §6.2.

            	
              Maintenance
                of Offices

            	
              50

            
	 	 	 	 
	 	
              §6.3.

            	
              Records
                and Accounts

            	
              50

            
	 	 	 	 
	 	
              §6.4.

            	
              Financial
                Statements, Certificates and Information.  The Borrowers will
                deliver to the Lenders:

            	
              50

            
	 	 	 	 
	 	
              §6.5.

            	
              Legal
                Existence and Conduct of Business

            	
              52

            
	 	 	 	 
	 	
              §6.6.

            	
              Maintenance
                of Properties

            	
              52

            
	 	 	 	 
	 	
              §6.7.

            	
              Insurance

            	
              52

            
	 	 	 	 
	 	
              §6.8.

            	
              Taxes

            	
              52

            
	 	 	 	 
	 	
              §6.9.

            	
              Inspection
                of Properties, Books, and Contracts

            	
              53

            
	 	 	 	 
	 	
              §6.10.

            	
              Compliance
                with Laws, Contracts, Licenses and Permits; Maintenance of Material
                Licenses and Permits

            	
              53

            
	 	 	 	 
	 	
              §6.11.

            	
              Environmental
                Indemnification

            	
              53

            
	 	 	 	 
	 	
              §6.12.

            	
              Further
                Assurances

            	
              53

            
	 	 	 	 
	
               

            	
              §6.13.

            	
              Notice
                of Potential Claims or Litigation

            	
              54

            
	 	 	 	 
	 	
              §6.14.

            	
              Notice
                of Certain Events Concerning Insurance and Environmental
                Claims

            	
              54

            
	 	 	 	 
	 	
              §6.15.

            	
              Notice
                of Default

            	
              54

            
	 	 	 	 
	 	
              §6.16.

            	
              New
                Subsidiaries

            	
              55

            
	 	 	 	 
	 	
              §6.17.

            	
              Employee
                Benefit Plans

            	
              55

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    
      TABLE
        OF CONTENTS

      (continued)

       

      Page



    

    
      	 	
              §6.18.

            	
              Additional
                Notices

            	
              55

            
	 	 	 	 
	
              §7.

            	
              CERTAIN
                NEGATIVE COVENANTS OF THE BORROWERS

            	
              55

            
	 	 	 
	 	
              §7.1.

            	
              Restrictions
                on Indebtedness

            	
              56

            
	 	 	 	 
	 	
              §7.2.

            	
              Restrictions
                on Liens

            	
              57

            
	 	 	 	 
	 	
              §7.3.

            	
              Restrictions
                on Investments

            	
              58

            
	 	 	 	 
	 	
              §7.4.

            	
              Merger,
                Consolidation and Disposition of Assets

            	
              59

            
	 	 	 	 
	 	 	
              §7.4.1

            	
              Mergers
                and Acquisitions

            	
              59

            
	 	 	 	 	 
	 	 	
              §7.4.2

            	
              Disposition
                of Assets

            	
              59

            
	 	 	 	 	 
	 	
              §7.5.

            	
              Sale
                and Leaseback

            	
              60

            
	 	 	 	 
	 	
              §7.6.

            	
              Restricted
                Payments and Redemptions

            	
              60

            
	 	 	 	 
	 	
              §7.7.

            	
              Employee
                Benefit Plans

            	
              60

            
	 	 	 	 
	 	
              §7.8.

            	
              Negative
                Pledges

            	
              61

            
	 	 	 	 
	 	
              §7.9.

            	
              Business
                Activities

            	
              61

            
	 	 	 	 
	 	
              §7.10.

            	
              Transactions
                with Affiliates

            	
              61

            
	 	 	 	 
	 	
              §7.11.

            	
              Prepayments
                of Indebtedness

            	
              62

            
	 	 	 	 
	 	
              §7.12.

            	
              Accounting
                Changes

            	
              62

            
	 	 	 	 
	
              §8.

            	
              FINANCIAL
                COVENANTS

            	
              62

            
	 	 	 
	 	
              §8.1.

            	
              Leverage
                Ratio

            	
              62

            
	 	 	 	 
	 	
              §8.2.

            	
              Interest
                Coverage Ratio

            	
              62

            
	 	 	 	 
	
              §9.

            	
              CLOSING
                CONDITIONS

            	
              62

            
	 	 	 
	 	
              §9.1.

            	
              Corporate
                Action

            	
              62

            
	 	 	 	 
	 	
              §9.2.

            	
              Loan
                Documents, Etc

            	
              62

            
	 	 	 	 
	 	
              §9.3.

            	
              Certificate
                of Secretary; Good Standing Certificates

            	
              62

            
	 	 	 	 
	 	
              §9.4.

            	
              Certificates
                of Insurance

            	
              63

            
	 	 	 	 
	 	
              §9.5.

            	
              Legal
                Opinions

            	
              63

            
	 	 	 	 
	 	
              §9.6.

            	
              Environmental
                Permit Certificate

            	
              63

            
	 	 	 	 
	 	
              §9.7.

            	
              Payment
                of Fees

            	
              63

            
	 	 	 	 
	 	
              §9.8.

            	
              Closing
                Certificate

            	
              63

            
	 	 	 	 
	 	
              §9.9.

            	
              Closing
                Date Compliance Certificate

            	
              63

            
	 	 	 	 
	 	
              §9.10.

            	
              Projections

            	
              63

            


    

     

    
      
        
        

      

      
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      TABLE
        OF CONTENTS

      (continued)

       

      Page



    

    
      	 	
              §9.11.

            	
              Termination
                of Existing Credit Agreement

            	
              64

            
	 	 	 	 
	 	
              §9.12.

            	
              Closing
                Documentation, Etc

            	
              64

            
	 	 	 	 
	
              §10.

            	
              CONDITIONS
                OF ALL LOANS

            	
              64

            
	 	 	 
	 	
              §10.1.

            	
              Representations
                True; No Event of Default

            	
              64

            
	 	 	 	 
	
               

            	
              §10.2.

            	
              Performance;
                No Event of Default

            	
              64

            
	 	 	 	 
	 	
              §10.3.

            	
              No
                Legal Impediment

            	
              64

            
	 	 	 	 
	 	
              §10.4.

            	
              Governmental
                Regulation

            	
              64

            
	 	 	 	 
	 	
              §10.5.

            	
              Proceedings
                and Documents

            	
              65

            
	 	 	 	 
	
              §11.

            	
              EVENTS
                OF DEFAULT; ACCELERATION; TERMINATION OF COMMITMENT

            	
              65

            
	 	 	 
	 	
              §11.1.

            	
              Events
                of Default and Acceleration

            	
              65

            
	 	 	 	 
	 	
              §11.2.

            	
              Termination
                of Commitments

            	
              67

            
	 	 	 	 
	 	
              §11.3.

            	
              Remedies

            	
              68

            
	 	 	 	 
	 	
              §11.4.

            	
              Application
                of Funds

            	
              68

            
	 	 	 	 
	
              §12.

            	
              SETOFF  

            	
              69

            
	 	 	 
	
              §13.

            	
              THE
                ADMINISTRATIVE AGENT

            	
              69

            
	 	 	 
	 	
              §13.1.

            	
              Appointment
                and Authorization

            	
              69

            
	 	 	 	 
	 	
              §13.2.

            	
              Rights
                as a Lender

            	
              69

            
	 	 	 	 
	 	
              §13.3.

            	
              Exculpatory
                Provisions

            	
              70

            
	 	 	 	 
	 	
              §13.4.

            	
              Reliance
                by Administrative Agent

            	
              71

            
	 	 	 	 
	 	
              §13.5.

            	
              Delegation
                of Duties

            	
              71

            
	 	 	 	 
	 	
              §13.6.

            	
              Resignation
                of Administrative Agent

            	
              71

            
	 	 	 	 
	 	
              §13.7.

            	
              Non-Reliance
                on Administrative Agent and Other Lenders

            	
              72

            
	 	 	 	 
	 	
              §13.8.

            	
              No
                Other Duties, Etc

            	
              72

            
	 	 	 	 
	 	
              §13.9.

            	
              Closing
                Documentation, Etc

            	
              72

            
	 	 	 	 
	 	
              §13.10.

            	
              Payments

            	
              73

            
	 	 	 	 
	 	 	
              §13.10.1.

            	
              Payments
                to Administrative Agent

            	
              73

            
	 	 	 	 	 
	 	 	
              §13.10.2.

            	
              Distribution
                by Administrative Agent

            	
              73

            
	 	 	 	 	 
	 	 	
              §13.10.3.

            	
              Delinquent
                Lenders

            	
              73

            
	 	 	 	 	 
	 	
              §13.11.

            	
              Holders
                of Notes

            	
              74

            


    

     

    
      
        
        

      

      
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      TABLE
        OF CONTENTS

      (continued)

       

      Page


    

    
      	 	
              §13.12.

            	
              Indemnity

            	
              74

            
	 	 	 	 
	 	
              §13.13.

            	
              Notification
                of Defaults and Events of Default

            	
              74

            
	 	 	 	 
	 	
              §13.14.

            	
              Administrative
                Agent May File Proofs of Claim

            	
              74

            
	 	 	 	 
	
               

            	
              §13.15.

            	
              Duties
                of Syndication Agents and Documentation Agents

            	
              75

            
	 	 	 	 
	
              §14.

            	
              EXPENSES
                AND INDEMNIFICATION

            	
              75

            
	 	 	 
	 	
              §14.1.

            	
              Expenses

            	
              75

            
	 	 	 	 
	 	
              §14.2.

            	
              Indemnification

            	
              76

            
	 	 	 	 
	 	
              §14.3.

            	
              Survival

            	
              76

            
	 	 	 	 
	
              §15.

            	
              SURVIVAL
                OF COVENANTS, ETC

            	
              77

            
	 	 	 
	
              §16.

            	
              ASSIGNMENTS
                AND PARTICIPATION

            	
              77

            
	 	 	 
	
              §17.

            	
              PARTIES
                IN INTEREST

            	
              80

            
	 	 	 
	
              §18.

            	
              NOTICES,
                ETC

            	
              80

            
	 	 	 
	 	
              §18.1.

            	
              Notices
                Generally

            	
              80

            
	 	 	 	 
	 	
              §18.2.

            	
              Electronic
                Communications

            	
              81

            
	 	 	 	 
	 	
              §18.3.

            	
              The
                Platform

            	
              81

            
	 	 	 	 
	 	
              §18.4.

            	
              Change
                of Address, Etc

            	
              82

            
	 	 	 	 
	
               

            	
              §18.5.

            	
              Reliance
                by Administrative Agent, Issuing Lender and Lenders

            	
              82

            
	 	 	 	 
	
              §19

            	
              TREATMENT
                OF CERTAIN CONFIDENTIAL INFORMATION

            	
              82

            
	 	 	 
	 	
              §19.1.

            	
              Prior
                Notification

            	
              83

            
	 	 	 	 
	 	
              §19.2.

            	
              Other

            	
              83

            
	 	 	 	 
	
              §20

            	
              MISCELLANEOUS

            	
              83

            
	 	 	 
	
              §21

            	
              ENTIRE
                AGREEMENT, ETC

            	
              84

            
	 	 	 
	
              §22

            	
              WAIVER
                OF JURY TRIAL

            	
              84

            
	 	 	 
	
              §23

            	
              GOVERNING
                LAW

            	
              85

            
	 	 	 
	
              §24

            	
              CONSENTS,
                AMENDMENTS, WAIVERS, ETC

            	
              85

            
	 	 	 
	
              §25

            	
              BORROWERS’
                REPRESENTATIVE

            	
              86

            
	 	 	 
	
              §26.

            	
              SEVERABILITY

            	
              87

            
	 	 	 
	
              §27.

            	
              NO
                ADVISORY OR FIDUCIARY RESPONSIBILITY

            	
              87

            
	 	 	 
	
              §28

            	
              USA
                PATRIOT ACT

            	
              87

            


    

    


    


    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    


    Schedules
      & Exhibits

     

    
      	
              Exhibit
                A

            	
              Form
                of Loan and Letter of Credit Request

            
	 	 
	
              Exhibit
                B

            	
              Form
                of Compliance Certificate

            
	 	 
	
              Exhibit
                C

            	
              Form
                of Environmental Compliance Certificate

            
	 	 
	
              Exhibit
                D

            	
              Form
                of Assignment and Acceptance

            
	 	 
	
              Exhibit
                E

            	
              Form
                of Joinder Agreement

            
	 	 
	
              Exhibit
                F

            	
              Form
                of Instrument of Accession

            
	 	 
	
              Schedule
                1

            	
              Lenders;
                Commitments; Commitment Percentages

            
	 	 
	
              Schedule
                2

            	
              Subsidiaries;
                Excluded Subsidiaries

            
	 	 
	
              Schedule
                3.1

            	
              Existing
                Letters of Credit

            
	 	 
	
              Schedule
                5.7

            	
              Litigation

            
	 	 
	
              Schedule
                5.16

            	
              Environmental
                Matters

            
	 	 
	
              Schedule
                5.17

            	
              Transactions
                with Affiliates

            
	 	 
	
              Schedule
                6.7

            	
              Self
                Insurance Programs

            
	 	 
	
              Schedule
                7.1

            	
              Existing
                Indebtedness

            
	 	 
	
              Schedule
                7.2(i)

            	
              Existing
                Liens

            


    

    


     

    
      
        
        

      

      
        vii

        
          

        

      

      
        
        

      

    


    REVOLVING
      CREDIT AGREEMENT

     

    This
      REVOLVING CREDIT AGREEMENT is made as of September 27, 2007
      (the “Credit Agreement”), by and among (a)  WASTE
      CONNECTIONS, INC., a Delaware corporation (the “Parent”), the
      Subsidiaries of the Parent identified on Schedule2 hereto
      (collectively with the Parent, the “Borrowers”), (b) BANK OF
      AMERICA, N.A., a national banking association having a place of
      business at 100 Federal Street, Boston, Massachusetts 02110 (acting in its
      individual capacity, “Bank of America”), and the other banks and lending
      institutions which are identified on Schedule 1 attached hereto
      (collectively, the “Lenders”), (c) BANK OF AMERICA,
      N.A., as administrative agent for the Lenders (the “Administrative
      Agent”), and (d) DEUTSCHE BANK SECURITIES, INC. and
      J.P. MORGAN SECURITIES INC., as co-syndication agents for the Lenders
      (the “Syndication Agents”).

     

    §1.           DEFINITIONS
      AND RULES OF INTERPRETATION.

     

    §1.1.  Definitions.

     

    The
      following terms shall have the meanings set forth in this §1 or elsewhere in the
      provisions of this Credit Agreement referred to below:

     

    Accountants.  An
      independent accounting firm of national standing reasonably acceptable to the
      Required Lenders and the Administrative Agent.

     

    Administrative
      Agent.  See Preamble.

     

    Administrative
      Agent’s Office.  The Administrative Agent’s office located at 100
      Federal Street, Boston, Massachusetts 02110, or such other location as the
      Administrative Agent may designate from time to time

     

    Affected
      Lender.  See §4.12.

     

    Affiliate.  Any
      Person that would be considered to be an affiliate of any other Person under
      Rule 144(a) of the Rules and Regulations of the Securities and Exchange
      Commission, as in effect on the date hereof, if such other Person were issuing
      securities.

     

    Applicable
      Base Rate Margin.  The applicable margin with respect to Base Rate
      Loans as set forth in the Pricing Table.

     

    Applicable
      Commitment Rate.  The applicable rate with respect to the
      Commitment Fee as set forth in the Pricing Table.

     

    Applicable
      Eurodollar Margin.  The applicable margin with respect to
      Eurodollar Loans as set forth in the Pricing Table.

     

    Applicable
      Laws.  See §6.10.

     

    Applicable
      L/C Margin.  The applicable margin with respect to the Letter of
      Credit Fee as set forth in the Pricing Table.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Approved
      Fund.  Any Fund that is administered or managed by (a) a Lender,
      (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity
      that
      administers or manages a Lender.

     

    Assignment
      and Acceptance.  See §16(a).

     

    Balance
      Sheet Date.  December 31, 2006.

     

    Bank
      of America.  See Preamble.

     

    Bank
      Product Obligations.  Every obligation of each Borrower and its
      Subsidiaries under and in respect of any one or more of the following types
      of
      services or facilities extended to such Borrower or such Subsidiary by the
      Administrative Agent, any Lender or any Affiliate of the Administrative Agent
      or
      any Lender:  (i) credit and purchase cards, (ii) cash management or related
      services, including, without limitation, controlled disbursement services,
      and
      (iii)  agreements for treasury management services, including, without
      limitation, intraday credit, Automated Clearing House (ACH) services, foreign
      exchange services, daylight overdrafts and zero balance
      arrangements.

     

    Base
      Rate.  For any day a fluctuating rate per annum equal to the
      higher of (a) the Federal Funds Rate plus one half of one percent (0.5%) and
      (b)
      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 such
      rate announced by Bank of America shall take effect at the opening of business
      on the date specified in the public announcement of such change.

     

    Base
      Rate Loans.  Loans bearing interest calculated by reference to the
      Base Rate.

     

    Borrowers.  The
      Parent and the Subsidiaries other than the Excluded Subsidiaries.

     

    Borrower
      Materials.  See  §6.4.

     

    Borrower
      Representative.  See  §2.5(b).

     

    Business
      Day.  Any day on which banking institutions in Boston,
      Massachusetts and New York, New York are open for the transaction of banking
      business.

     

    Capital
      Stock.  Any and all shares, interests, participations or other
      equivalents (however designated) of capital stock of a corporation, any and
      all
      equivalent ownership interests in a Person (other than a corporation) and any
      and all warrants, rights or options to purchase any of the foregoing but
      excluding any debt security that is convertible into or exchangeable in whole
      or
      in part for Capital Stock prior to such conversion.

     

    Capitalized
      Leases.  Leases under which any Borrower is the lessee or obligor,
      the discounted future rental payment obligations under which are required to
      be
      capitalized on the balance sheet of the lessee or obligor in accordance with
      GAAP.

     

    
      
        
        

      

      
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    CERCLA.  See
      definition of Release.

     

    Certified.  With
      respect to the financial statements of any Person, such statements as audited
      by
      a firm of independent auditors, whose report expresses the opinion, without
      qualification as to going concern and the scope of the audit, that such
      financial statements present fairly the financial position of such
      Person.

     

    CFO.  See
      §6.4(b).

     

    Closing
      Date.  The date on which the conditions precedent set forth in §9
      are satisfied.

     

    Code.  The
      Internal Revenue Code of 1986, as amended and in effect from time to
      time.

     

    Commitment.  With
      respect to each Revolving Credit Lender, the amount determined by multiplying
      such Lender’s Commitment Percentage by the Total Revolving Credit Commitment, as
      the same may be increased or reduced from time to time pursuant to the
      provisions hereof, or if such Commitment is terminated pursuant to the
      provisions hereof, zero.

     

    Commitment
      Fee.  See §4.1(a).

     

    Commitment
      Percentage.  With respect to each Revolving Credit Lender, the
      percentage set forth on Schedule 1 hereto as such Lender’s
      percentage of the Total Revolving Credit Commitment (subject to adjustment
      in
      accordance with §2.11).

     

    Compliance
      Certificate.  See §6.4(c).

     

    Consolidated
      or consolidated.  With reference to any term defined herein, shall
      mean that term as applied to the accounts of the Parent and its Subsidiaries
      consolidated in accordance with GAAP.

     

    Consolidated
      Earnings Before Interest and Taxes or EBIT.  For any period, the
      Consolidated Net Income (or Deficit) of the Borrowers determined in accordance
      with GAAP, plus (a) interest expense, (b) income taxes, (c) non-cash
      stock compensation charges, to the extent that such charges were deducted in
      determining Consolidated Net Income (or Deficit), all as determined in
      accordance with GAAP, including, without limitation, charges for stock options
      and restricted stock grants, (d) minority interest expense, (e) non-cash
      extraordinary non-recurring writedowns or writeoffs of assets, including
      non-cash losses on the sale of assets outside the ordinary course of business,
      (f) any losses associated with the extinguishment of Indebtedness of the
      Borrowers, (g) special charges relating to the termination of a Swap Contract
      and (h) any accrued settlement payments in respect of any Swap Contract owing
      by
      the Borrowers minus (i) non-cash extraordinary gains on the sale of
      assets to the extent included in Consolidated Net Income (or Deficit) and (j)
      any accrued settlement payments in respect of any Swap Contact payable to the
      Borrowers.

     

    Consolidated
      Earnings Before Interest, Taxes,
      Depreciation, and Amortization or EBITDA.  For any period (without
      duplication), (a) Consolidated EBIT plus the depreciation expense
      and amortization expense, to the extent that each was deducted in determining
      Consolidated Net Income (or Deficit), determined in accordance with GAAP,
plus (b) the 

     

    
      
        
        

      

      
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    depreciation
      expense and amortization expense (without duplication) of any company whose
      Consolidated EBIT was included under clause (c) hereof, plus (c)
      Consolidated EBIT for the prior twelve (12) months of companies acquired by
      the
      Borrowers during the respective reporting period (without duplication)
provided that (i) the financial statements of such acquired companies
      have been audited for the period sought to be included by an independent
      accounting firm satisfactory to the Administrative Agent, or (ii) the
      Administrative Agent consents to such inclusion after being furnished with
      other
      acceptable financial statements, and provided further that such acquired
      Consolidated EBIT may be further adjusted to add-back non-recurring private
      company expenses which are discontinued upon acquisition (such as owner’s
      compensation), as approved by the Administrative
      Agent.  Simultaneously with the delivery of the financial statements
      referred to in (i) and (ii) above, the CFO of the Parent shall deliver to the
      Administrative Agent a Compliance Certificate and appropriate documentation
      certifying the historical operating results, adjustments and balance sheet
      of
      the acquired company.

     

    Consolidated
      Net Income (or Deficit).  The consolidated net income (or deficit)
      of the Borrowers after deduction of all expenses, taxes, and other proper
      charges, determined in accordance with GAAP.

     

    Consolidated
      Total Funded Debt.  With respect to the Borrowers, the sum,
      without duplication, of (a) the aggregate amount of Indebtedness of the
      Borrowers on a consolidated basis, relating to (i) the borrowing of money or
      the
      obtaining of credit, including the issuance of notes, bonds, debentures or
      similar debt instruments, (ii) in respect of any Capitalized Leases and
      Synthetic Leases, (iii) the non-contingent deferred purchase price of assets
      and
      companies (typically known as holdbacks) to the extent recognized as a liability
      of any Borrower in accordance with GAAP, but excluding (A) short-term trade
      payables incurred in the ordinary course of business and (B) the Pierce County
      Put, and (iv) any unpaid reimbursement obligations with respect to letters
      of
      credit outstanding, but excluding any contingent obligations with respect to
      letters of credit outstanding; plus (b) Indebtedness of the type referred
      to in clause (a) of another Person who is not a Borrower guaranteed by the
      Borrowers.

     

    Consolidated
      Total Interest Expense.  For any period, the aggregate amount of
      interest required to be paid or accrued by the Borrowers during such period
      on
      all Indebtedness of the Borrowers outstanding during all or any part of such
      period, whether such interest was or is required to be reflected as an item
      of
      expense or capitalized, including payments consisting of interest in respect
      of
      any Capitalized Lease or any Synthetic Lease and including commitment fees,
      agency fees, facility fees, balance deficiency fees and similar fees or expenses
      in connection with the borrowing of money, but (a) excluding (i) any
      amortization and other non-cash charges or expenses incurred during such period
      to the extent included in determining consolidated interest expense, including
      without limitation, non-cash amortization of deferred debt origination and
      issuance costs and amortization of accumulated other comprehensive income,
      (ii)
      all amounts associated with the unwinding or termination of any Swap Contract,
      (iii) any accrued settlement payments in respect of any Swap Contract payable
      to
      the Borrowers and (iv) to the extent included as an item of interest expense,
      any premium paid to prepay, repurchase or redeem any Indebtedness incurred
      by
      the Borrowers pursuant to §7.1 hereof, and (b) including any accrued
      settlement payments in respect of any Swap Contract owing by the
      Borrowers.

     

    
      
        
        

      

      
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    Conversion
      Request.  A notice given by the Borrowers to the Administrative
      Agent of the Borrowers’ election to convert or continue a Loan in accordance
      with §4.8.

     

    Credit
      Agreement.  See Preamble.

     

    Debt
      Rating.  As of any date of determination, the rating
      as determined by either S&P or Moody’s of the
      Borrowers’ non-credit-enhanced, senior unsecured long-term debt.

     

    Debtor
      Relief Laws.  The Bankruptcy Code of the United States, and all
      other liquidation, conservatorship, bankruptcy, assignment for the benefit
      of
      creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
      or similar debtor relief laws of the United States or other applicable
      jurisdictions from time to  time in effect and affecting the rights of
      creditors generally.

     

    Default.  See
      §11.

     

    Delinquent
      Lender.  See §13.10.3.

     

    Disposal
      (or Disposed).  See definition of Release.

     

    Distribution.  The
      declaration or payment of any dividend or distribution on or in respect of
      any
      shares of any class of Capital Stock (other than dividends or other
      distributions payable solely in shares of Capital Stock); the purchase,
      redemption, or other retirement of any shares of any class of Capital Stock,
      directly or indirectly through a Subsidiary or otherwise; the return of equity
      capital by any Person to its shareholders, partners or members as such; or
      any
      other distribution on or in respect of any shares of any class of Capital
      Stock.

     

    Dollars
      or $.  Dollars in lawful currency of the United States of
      America.

     

    Drawdown
      Date.  The date on which any Loan is made or is to be made, and
      the date on which any Loan is converted or continued in accordance with §4.8, or
      the date that any draft or other form of demand for payment is honored with
      respect to a Letter of Credit.

     

    Eligible
      Assignee.  Any of (a) a Lender, (b) an Affiliate of a Lender, (c)
      an Approved Fund and (d) any other Person (other than a natural person) approved
      by (i) the Administrative Agent and (ii) unless a Default or an Event of Default
      has occurred and is continuing, the Parent (each such approval not to be
      unreasonably withheld or delayed); provided that notwithstanding the foregoing,
      “Eligible Assignee” shall not include the Borrowers, or their Subsidiaries or
      any of their Affiliates.

     

    Employee
      Benefit Plan.  Any employee benefit plan within the meaning of
§3(3) of ERISA maintained or contributed to by the Borrowers or any ERISA
      Affiliate, other than a Guaranteed Pension Plan or a Multiemployer
      Plan.

     

    Environmental
      Laws.  See §5.16(a).

     

    ERISA.  The
      Employee Retirement Income Security Act of 1974, as amended and in effect from
      time to time.

     

    
      
        
        

      

      
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    ERISA
      Affiliate.  Any Person which is treated as a single employer with
      the Borrowers under §414 of the Code.

     

    ERISA
      Reportable Event.  A reportable event with respect to a Guaranteed
      Pension Plan within the meaning of §4043 of ERISA and the regulations
      promulgated thereunder.

     

    Eurodollar
      Business Day.  Any day on which commercial banks are open for
      international business (including dealings in Dollar deposits) in London or
      such
      other eurodollar interbank market as may be selected by the Administrative
      Agent
      in its sole discretion acting in good faith.

     

    Eurodollar
      Loans.  Revolving Credit Loans bearing interest calculated by
      reference to the Eurodollar Rate.

     

    Eurodollar
      Rate.  For any Interest Period with respect to a Eurodollar Loan,
      the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA
      LIBOR”), as published by Reuters (or other commercially available source
      providing quotations of BBA LIBOR as designated by the Administrative Agent
      from
      time to time) at approximately 11:00 a.m., London time, two Business Days prior
      to the commencement of such Interest Period, for Dollar deposits (for delivery
      on the first day of such Interest Period) with a term equivalent to such
      Interest Period.  If such rate is not available at such time for any
      reason, then the “Eurodollar Rate” for such Interest Period shall be the rate
      per annum determined by the Administrative Agent to be the rate at which
      deposits in Dollars for delivery on the first day of such Interest Period in
      same day funds in the approximate amount of the Eurodollar Loan being made,
      continued or converted by Bank of America and with a term equivalent to such
      Interest Period would be offered by Bank of America’s London Branch to major
      banks in the London interbank eurodollar market at their request at
      approximately 11:00 a.m. (London time) two Business Days prior to the
      commencement of such Interest Period.

     

    Event
      of Default.  See §11.

     

    Evergreen.  Evergreen
      National Indemnity Company, an Ohio property and casualty insurance company
      d/b/a Evergreen/UNI.

     

    Evergreen
      Option.  The option of the Parent to acquire up to 299.5 shares of
      Class A Common Stock of Evergreen, up to 2,088.5 shares of Class B Common Stock
      of Evergreen and up to one-half share of Class C Common Stock of Evergreen
      not
      currently owned by the Parent on or before March 31, 2008.

     

    Evergreen
      Shares.  Collectively, the 299.5 shares of Class A Common Stock of
      Evergreen, 2,088.5 shares of Class B Common Stock of Evergreen and one-half
      share of the Class C Common Stock of Evergreen currently owned by the Parent
      and
      pledged to Evergreen.

     

    Excluded
      Subsidiaries.  Each of the Subsidiaries listed on Schedule
      2 hereto under the heading “Excluded Subsidiaries”.

     

    Existing
      Credit Agreement.  That certain Amended and Restated Revolving
      Credit and Term Loan Agreement, dated as of January 12, 2006, as amended, among
      the Borrowers and

     

    
      
        
        

      

      
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    Bank
      of America, N.A. as administrative agent for
      itself and the other lenders from time to time party thereto.

     

    Federal
      Funds Rate.  For any day, the rate per annum equal to the weighted
      average of the rates on overnight Federal funds transactions with members of
      the
      Federal Reserve System arranged by Federal funds brokers on such day as
      published by the Federal Reserve Bank of New York on the Business Day next
      succeeding such day; provided that (a) if such day is not a Business Day, the
      Federal Funds Rate for such day shall be such rate on such transactions on
      the
      next preceding Business Day as so published on the next succeeding Business
      Day,
      and (b) if no such rate is so published on such next succeeding Business Day,
      the Federal Funds Rate for such day will be the average rate (rounded upward
      if
      necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on
      such day on such transaction as determined by the Administrative
      Agent.

     

    Fees.  Collectively,
      the Commitment Fee, the Letter of Credit Fees, the fees payable pursuant to
      the
      Fee Letter, and any other fees payable hereunder or under the other Loan
      Documents.

    


    Fee
      Letter.  That certain letter agreement, dated as of September 4,
      2007, by and among the Parent, Bank of America and Banc of America Securities
      LLC.

     

    FERC.  See
      §5.12.

     

    Financial
      Affiliate.  A subsidiary of the bank holding company controlling
      any Lender, which subsidiary is engaging in any of the activities permitted
      by
§4(e) of the Bank Holding Company Act of 1956 (12 U.S.C. §1843).

    


    Fitch.
      Fitch, Inc. and any successor thereto.

     

    Fund.  Any
      Person (other than a natural person) that is (or will be) engaged in making,
      purchasing, holding or otherwise investing in commercial loans and similar
      extensions of credit in the ordinary course of its business.

     

    generally
      accepted accounting principles or GAAP. Generally accepted accounting
      principles in the United States of America.  Except as otherwise
      expressly provided herein, all terms of an accounting or financial nature shall
      be construed in accordance with GAAP, as in effect from time to time;
provided that if the Borrowers notify the Administrative Agent that the
      Borrowers request an amendment to any provision hereof to eliminate the effect
      of any change occurring after the Closing Date in GAAP or in the application
      thereof on the operation of such provision (or if the Administrative Agent
      notifies the Borrowers that the Required Lenders request an amendment to any
      provision hereof for such purpose), regardless of whether any such notice is
      given before or after such change in GAAP or in the application thereof, then
      such provision shall be interpreted on the basis of GAAP as in effect and
      applied immediately before such change shall have become effective until such
      provision has been amended in accordance herewith.

     

    
      
        
        

      

      
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    Governmental
      Authority.  The government of the United States or any other
      nation, or of any political subdivision thereof, whether state or local, and
      any
      agency, authority, instrumentality, regulatory body, court, central bank or
      other entity exercising executive, legislative, judicial, taxing, regulatory
      or
      administrative powers or functions of or pertaining to government (including
      any
      supra-national bodies such as the European Union or the European Central
      Bank).

     

    Guaranteed
      Pension Plan.  Any employee pension benefit plan within the
      meaning of §3(2) of ERISA maintained or contributed to by the Borrowers or any
      ERISA Affiliate, the benefits of which are guaranteed on termination in full
      or
      in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer
      Plan.

     

    Hazardous
      Substances.  Any hazardous waste, as defined by 42 U.S.C.
§6903(5), any hazardous substances as defined by 42 U.S.C. §9601(14), any
      pollutant or contaminant as defined by 42 U.S.C. §9601(33) and any toxic
      substances, oil or hazardous materials or other chemicals or substances
      regulated by any Environmental Laws.

     

    Increase
      Effective Date. See §2.11(d).

     

    Incremental
      Commitment Fee.  See §4.1(b).

     

    Indebtedness.  As
      to any Person and whether recourse is secured by or is otherwise available
      against all or only a portion of the assets of such Person and whether or not
      contingent, but without duplication:

     

    (a)           every
      obligation of such Person for money borrowed,

     

    (b)           every
      obligation of such Person evidenced by bonds, debentures, notes or other similar
      instruments, including obligations incurred in connection with the acquisition
      of property, assets or businesses,

     

    (c)           every
      reimbursement obligation of such Person with respect to letters of credit,
      bankers’ acceptances or similar facilities issued for the account of such
      Person,

     

    (d)           the
      net present value (using the Base Rate as the discount rate) of every obligation
      of such Person issued or assumed as the deferred purchase price of property
      or
      services (including securities repurchase agreements but excluding (A) trade
      accounts payable or accrued liabilities arising in the ordinary course of
      business which are not overdue or which are being contested in good faith and
      (B) contingent purchase price obligations solely to the extent that the
      contingency upon which such obligation is conditioned has not yet
      occurred),

     

    (e)           every
      obligation of such Person under any Capitalized Lease,

     

    (f)           every
      obligation of such Person under any Synthetic Lease,

     

    (g)           all
      sales by such Person of (A) accounts or general intangibles for money due or
      to
      become due, (B) chattel paper, instruments or documents creating or
      evidencing

     

    
      
        
        

      

      
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    a
      right to payment of money or (C) other receivables
      (collectively, “Receivables”), whether pursuant to a purchase facility or
      otherwise, other than in connection with the disposition of the business
      operations of such Person relating thereto or a disposition of defaulted
      Receivables for collection and not as a financing arrangement, and together
      with
      any obligation of such Person to pay any discount, interest, fees, indemnities,
      penalties, recourse, expenses or other amounts in connection therewith,
provided, however, that sales referred to in clauses (B) and (C) shall
      not constitute Indebtedness to the extent that such sales are non-recourse
      to
      such Person;

     

    (h)           every
      obligation of such Person (an “equity related purchase obligation”) to purchase,
      redeem, retire or otherwise acquire for value any Capital Stock of any class
      issued by such Person, or any rights measured by the value of such Capital
      Stock,

     

    (i)           every
      obligation of such Person under any forward contract, futures contract, swap,
      option or other financing agreement or arrangement (including, without
      limitation, caps, floors, collars and similar agreements), the value of which
      is
      dependent upon interest rates, currency exchange rates, commodities or other
      indices,

     

    (j)           every
      obligation in respect of Indebtedness of any other entity (including any
      partnership in which such Person is a general partner) to the extent that such
      Person is liable therefor as a result of such Person’s ownership interest in or
      other relationship with such entity, except to the extent that the terms of
      such
      Indebtedness provide that such Person is not liable therefor and such terms
      are
      enforceable under applicable law,

     

    (k)           every
      obligation, contingent or otherwise, of such Person guaranteeing, or having
      the
      economic effect of guaranteeing or otherwise acting as surety for, any
      obligation of a type described in any of clauses (a) through (j) (the “primary
      obligation”) of another Person (the “primary obligor”), in any manner, whether
      directly or indirectly, and including, without limitation, any obligation of
      such Person (A) to purchase or pay (or advance or supply funds for the purchase
      of) any security for the payment of such primary obligation, (B) to purchase
      property, securities or services for the purpose of assuring the payment of
      such
      primary obligation, or (C) to maintain working capital, equity capital or
      other financial statement condition or liquidity of the primary obligor so
      as to
      enable the primary obligor to pay such primary obligation.

     

    The
      “amount” or “principal amount” of any Indebtedness at any time of determination
      represented by (v) any Indebtedness, issued at a price that is less than the
      principal amount at maturity thereof, shall be the amount of the liability
      in
      respect thereof determined in accordance with generally accepted accounting
      principles, (w) any Capitalized Lease shall be the principal component of the
      aggregate of the rentals obligation under such Capitalized Lease payable over
      the term thereof that is not subject to termination by the lessee, (x) any
      sale
      of Receivables shall be the amount of unrecovered capital or principal
      investment of the purchaser (other than the Borrowers) thereof, excluding
      amounts representative of yield or interest earned on such investment,
      (y) any Synthetic Lease shall be the stipulated loss value, termination
      value or other equivalent amount and (z) any equity related purchase obligation
      shall be the maximum fixed redemption or purchase price thereof inclusive of
      any
      accrued and unpaid dividends to be comprised in such redemption or purchase
      price.

     

    
      
        
        

      

      
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    Ineligible
      Securities.  Securities which may not be underwritten or dealt in
      by member banks of the Federal Reserve System under Section 16 of the
      Banking Act of 1993 (12 U.S.C. §24, Seventh), as amended.

     

    Instrument
      of Accession.  See §2.11(c).

     

    Interest
      Payment Date.  (a) As to any Base Rate Loan, the last Business Day
      of each calendar quarter with respect to interest accrued during such calendar
      quarter, including, without limitation, the calendar quarter which includes
      the
      Drawdown Date of such Base Rate Loan; (b) as to any Eurodollar Loan in respect
      of which the Interest Period is (i) 3 months or less, the last day of such
      Interest Period and (ii) more than 3 months, the date that is 3 months from
      the
      first day of such Interest Period and, in addition, the last day of such
      Interest Period; and (c) with respect to all Revolving Credit Loans and
      Swing Line Loans, the Revolving Credit Maturity Date.

     

    Interest
      Period.  With respect to each Revolving Credit Loan, (a)
      initially, the period commencing on the Drawdown Date of such Loan and ending
      on
      the last day of one of the periods set forth below, as selected by the Borrowers
      in a Loan Request or as otherwise required by the terms of this Credit Agreement
      (i) for any Base Rate Loan, the last day of the calendar quarter; and (ii)
      for
      any Eurodollar Loan, one (1), two (2), three (3) or six (6) months; and (b)
      thereafter, each period commencing on the last day of the next preceding
      Interest Period applicable to such Revolving Credit Loan and
      ending on the last day of one of the periods set forth above, as selected by
      the
      Borrowers in a Conversion Request; provided that all of the foregoing
      provisions relating to Interest Periods are subject to the
      following:

     

    (i)           if
      any Interest Period with respect to a Eurodollar Loan would otherwise end on
      a
      day that is not a Eurodollar Business Day, that Interest Period shall be
      extended to the next succeeding Eurodollar 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 immediately
      preceding Eurodollar Business Day;

     

    (ii)           if
      any Interest Period with respect to a Base Rate Loan would end on a day that
      is
      not a Business Day, that Interest Period shall end on the next succeeding
      Business Day;

     

    (iii)           if
      the Borrowers shall fail to give notice as provided in §2.5, the Borrowers shall
      be deemed to have requested a conversion of the affected Eurodollar Loan to
      a
      Base Rate Loan and the continuance of all Base Rate Loans as Base Rate Loans
      on
      the last day of the then current Interest Period with respect
      thereto;

     

    (iv)           any
      Interest Period relating to any Eurodollar Loan that begins on the last
      Eurodollar Business Day of a calendar month (or on a day for which there is
      no
      numerically corresponding day in the calendar month at the end of such Interest
      Period) shall end on the last Eurodollar Business Day of a calendar month;
      and

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    
      (v)           any
        Interest Period that would otherwise extend beyond the Revolving Credit Loan
        Maturity Date shall end on the Revolving Credit Loan Maturity
        Date.

    

     

    ISP.  With
      respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice (or such
      later version thereof as may be in effect at the time of issuance).

     

    Interim
      Balance Sheet Date.  June 30, 2007.

     

    IRBs.  Industrial
      revenue bonds or solid waste disposal bonds or similar tax-exempt bonds issued
      by or at the request of the Borrowers.

     

    IRB
      Letters of Credit.  See §3.1(a).

     

    Issuer
      Documents.  With respect to any Letter of Credit, the Letter of
      Credit Application, and any other document, agreement and instrument entered
      into by the Issuing Lender and the Borrowers or in favor of the Issuing Lender
      and relating to any such Letter of Credit.

     

    Issuing
      Lender.  Bank of America or any other Lender acceptable to the
      Administrative Agent and the Borrowers.

     

    Joint
      Lead Arrangers.  Banc of America Securities LLC and J.P. Morgan
      Securities Inc.

     

    KYC
      Requirement Information. With respect to any Subsidiary of the Parent, such
      Subsidiary’s tax identification number, physical address, country of principal
      place of business, headquarters and formation, type of legal entity and phone
      number.

     

    L/C
      Supported IRBs.  IRBs backed by IRB Letters of
      Credit.

     

    Lenders.  The
      lending institutions listed on Schedule 1 hereto and any other
      Person who becomes an assignee of any rights and obligations of a Lender or
      becomes a Lender pursuant to §16.

     

    Letter
      of Credit Applications.  Letter of Credit Applications in such
      form as may be agreed upon by the Borrowers and the Administrative Agent from
      time to time which are entered into pursuant to §3 hereof, as such Letter of
      Credit Applications are amended, varied or supplemented from time to
      time.

     

    Letter
      of Credit Fee.  See §4.1(c).

     

    Letter
      of Credit Participation.  See §3.1.4.

     

    Letters
      of Credit.  See §3.1.1.

     

    Letter
      of Credit Expiration Date.  The day that
      is thirty days prior to the
      Revolving Credit Maturity Date (or if such day is not a Business Day, the next
      preceding Business Day).

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Letter
      of Credit Obligations.  As of any date, the sum of the Maximum
      Drawing Amount as of such date and all Unpaid Reimbursement Obligations as
      of
      such date.  For purposes of computing the amount available to be drawn
      under any Letter of Credit, the amount of such Letter of Credit shall be
      determined in accordance with Section 3.6.  For all purposes of this
      Credit Agreement, if on any date of determination a Letter of Credit has expired
      by its terms but any amount may still be drawn thereunder by reason of the
      operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to
      be
“outstanding” in the amount so remaining available to be drawn.

     

    Leverage
      Ratio.  See §8.1.

     

    Loan
      and Letter of Credit Request.  See §2.5.

     

    Loan
      Documents.  This Credit Agreement, the Notes, the Letter of Credit
      Applications and the Letters of Credit, each as amended and in effect from
      time
      to time.

     

    Loans.  Collectively,
      the Revolving Credit Loans and the Swing Line Loans.

     

    Material
      Adverse Effect.  With respect to any event or occurrence of
      whatever nature (including any adverse determination in any litigation,
      arbitration or governmental investigation or proceeding):

     

    (a)           a
      material adverse effect on the business, properties, condition (financial or
      otherwise), assets or operations of the Borrowers; or

     

    (b)           any
      impairment of the validity, binding effect or enforceability of this Credit
      Agreement or any of the other Loan Documents or any impairment of the material
      rights, remedies or benefits available to the Administrative Agent or any Lender
      under any Loan Document.

     

    In
      determining whether any individual event could reasonably be expected to result
      in a Material Adverse Effect, notwithstanding that such event does not of itself
      have such effect, a Material Adverse Effect shall be deemed to have occurred
      if
      the cumulative effect of such event and all other then existing events could
      reasonably be expected to result in a Material Adverse Effect.

     

    Maximum
      Drawing Amount.  The maximum aggregate amount from time to time
      that the beneficiaries may draw under outstanding Letters of
      Credit.

     

    Moody’s.  Moody’s
      Investors Service, Inc. and any successor thereto.

     

    Multiemployer
      Plan.  Any multiemployer plan within the meaning of §3(37) of
      ERISA maintained or contributed to by the Borrowers or any ERISA
      Affiliate.

     

    Municipal
      Contracts.  Governmental permits issued to a Borrower by, and
      franchises and contracts entered into between a Borrower and, any municipal
      or
      other governmental entity, as the same may be amended from time to
      time.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Non-U.S.
      Lender.  See §4.2(d).

     

    Notes.  Collectively,
      the Revolving Credit Notes and the Swing Line Notes.

     

    Obligations.  All
      indebtedness, obligations and liabilities of the Borrowers to any of the Lenders
      or the Administrative Agent, individually or collectively, existing on the
      date
      of this Credit Agreement or arising thereafter, direct or indirect, joint or
      several, absolute or contingent, matured or unmatured, liquidated or
      unliquidated, secured or unsecured, arising by contract, operation of law or
      otherwise, arising or incurred under this Credit Agreement or any of the other
      Loan Documents, under any Swap Contract between the Borrowers and any Lender
      (or
      affiliate thereof), or in respect of any Bank Product Obligations or any of
      the
      Loans made or Reimbursement Obligations incurred or the Letters of Credit or
      any
      other instrument at any time evidencing any thereof and including interest
      and
      fees that accrue after the commencement by or against any Borrower or any
      Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
      Person as the debtor in such proceeding, regardless of whether such interest
      and
      fees are allowed claims in such proceeding.

     

    Parent.  See
      Preamble.

     

    Participant.  See
      §16(b).

     

    PBGC.  The
      Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor
      entity or entities having similar responsibilities.

     

    Permitted
      Debt Documents. Collectively, the Permitted Debt Indenture and the Permitted
      Debt Notes.

     

    Permitted
      Debt Indenture.  The Indenture dated as of March 20, 2006, between
      the Parent and U.S. Bank National Association, as trustee, with respect to
      the
      Permitted Debt Notes, as such Permitted Debt Indenture may be amended,
      supplemented or otherwise modified or replaced from time to time.

     

    Permitted
      Debt Notes.  The 3.75% Convertible Senior Notes due 2026 issued by
      the Parent pursuant to the Permitted Debt Indenture in an aggregate principal
      amount not to exceed $200,000,000, as such Permitted Debt Notes may be amended,
      supplemented or otherwise modified or replaced from time to time.

     

    Permitted
      Liens.  See §7.2.

     

    Permitted
      Receivables Transactions.  Any sale or sales of, and/or
      securitization of, or transfer of, any Receivables of the Borrowers pursuant
      to
      which (a) the Receivables SPV realizes aggregate net proceeds of not more than
      $100,000,000 at any one time outstanding, including, without limitation, any
      revolving purchase(s) of Receivables where the maximum aggregate uncollected
      purchase price (exclusive of any deferred purchase price) for such Receivables
      at any time outstanding does not exceed $100,000,000, (b) the Receivables shall
      be transferred or sold to the Receivables SPV at fair market value or at a
      market discount, and shall not exceed $125,000,000 in the aggregate at any
      one
      time and (c) obligations arising therefrom shall be non-recourse to the Borrower
      and its Subsidiaries (other than the Receivables SPV).

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Person.  Any
      individual, corporation, limited liability company, partnership, trust,
      unincorporated association, business, or other legal entity, and any government
      or any governmental agency or political subdivision thereof.

     

    Pierce
      County LLC.  Pierce County Recycling, Composting and Disposal,
      LLC, a Washington limited liability company.

     

    Pierce
      County Management.  Pierce County Landfill Management, Inc., a
      Delaware corporation.

     

    Pierce
      County Put.  The put option of the minority interest holders in
      both Pierce County LLC and Pierce County Management, the exercise of which
      would
      obligate the Parent to purchase the additional interests of both Pierce County
      LLC and Pierce County Management for cash.

     

    Platform.  See  §6.4.

     

    Pricing
      Table.

     

    
      	
              Pricing

              Level

            	
              Leverage

              Ratio

            	
              Applicable

              Eurodollar

              Margin

              (per
                annum)

               

            	
              Applicable

              Base
                Rate

              Margin

              (per
                annum)

            	
              Applicable

              L/C
                Margin

              (per
                annum)

            	
              Applicable

              Commitment

              Rate

              (per
                annum)

            
	
              I.

            	
              Greater
                than or

              equal
                to 3.25:1

               

            	
              1.125%

            	
              0.00%

            	
              1.125%

            	
              0.200%

            
	
              II.

            	
              Greater
                than or

              equal
                to 2.75:1

              but
                less than 3.25:1

               

            	
              0.875%

            	
              0.00%

            	
              0.875%

            	
              0.175%

            
	
              III.

            	
              Less
                than

              2.75:1

            	
              0.625%

            	
              0.00%

            	
              0.625%

            	
              0.150%

            


    

     

    Any
      change in the applicable margin shall become effective on the first day after
      receipt by the Lenders of financial statements delivered pursuant to §6.4(a) or
      (b) which indicate a change in the Leverage Ratio.  If at any time
      such financial statements are not delivered within the time periods specified
      in
§6.4(a) or (b), the applicable margin shall be the highest rate set forth in
      the
      respective column of the Pricing Table, subject to adjustment upon actual
      receipt of such financial statements.  In the event either the
      Borrowers or the  Administrative Agent determine, in good faith, that
      the calculation of the Leverage Ratio on which the applicable margin for any
      particular period was determined is inaccurate and, as a consequence thereof,
      the applicable margin utilized by the Lenders was lower than it should have
      been, (i) the Borrowers shall deliver to the Administrative Agent a correct
      Compliance Certificate for such period (and if such Compliance Certificate
      is
      not accurately restated and delivered within fifteen (15) days of the first
      discovery of such inaccuracy, then Pricing Level I shall apply retroactively
      for
      such period notwithstanding any subsequent adjustment thereof after such fifteen
      (15) day period), (ii) the Administrative Agent shall determine and notify
      the
      Borrowers of the amount of interest or fees,

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    as
      applicable, that would have been due in respect of
      any outstanding Obligations during such period had the applicable margin been
      calculated based on the correct Leverage Ratio (or the Pricing Level I
      applicable margin if such corrected Compliance Certificate was not timely
      delivered), and (iii) the Borrowers shall promptly pay to the Administrative
      Agent the difference between that amount and the amount actually paid in respect
      of such period.

     

    Public
      Lender.  See  §6.4.

     

    RCRA.  See
      definition of Release.

     

    Real
      Property.  All real property heretofore, now, or hereafter owned
      or leased by the Borrowers.

     

    Receivables
      SPV.  Any one or more direct or indirect wholly-owned Subsidiaries
      of the Parent formed for the sole purpose of engaging in Permitted Receivables
      Transactions, and which engage in no business activities other than those
      related to Permitted Receivables Transactions.

     

    Reference
      Period.  As of any date of determination, the period of four (4)
      consecutive fiscal quarters of the Borrowers ending on such date, or if such
      date is not a fiscal quarter end date, the period of four (4) consecutive fiscal
      quarters most recently ended (in each case treated as a single accounting
      period).

     

    Register.  See
      §16(d).

     

    Reimbursement
      Obligation.  The Borrowers’ obligation to reimburse the
      Administrative Agent and the Revolving Credit Lenders on account of any drawing
      under any Letter of Credit as provided in §3.2.

     

    Related
      Parties.  With respect to any specified Person, such Person’s
      Affiliates and the respective directors, officers, employees, agents and
      advisors of such Person and such Person’s Affiliates.

     

    Release.  Shall
      have the meaning specified in the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980, 42 U.S.C. §§9601
etseq. (“CERCLA”) and the term “Disposal” (or
“Disposed”) shall have the meaning specified
      in the Resource Conservation
      and Recovery Act of 1976, 42 U.S.C. §§6901 etseq. (“RCRA”)
      and regulations promulgated thereunder; providedthat 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, to the extent that the laws of a
      state wherein the property lies establishes a meaning for “Release” or
“Disposal” which is broader than specified in either CERCLA or RCRA, such
      broader meaning shall apply.

     

    Replacement
      Lender.  See §4.12.

     

    Replacement
      Notice.  See §4.12.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Required
      Lenders.  As of any date, any combination of Lenders the sum of
      whose aggregate Revolving Credit Commitments constitute at least fifty-one
      percent (51%) of  the Total Revolving Credit Commitment or, if the
      Total Revolving Credit Commitment has been terminated or if the Revolving Credit
      Loan Maturity Date has occurred, any combination of Lenders holding at least
      fifty-one percent (51%) of the total outstanding principal amount of the Loans
      and the Maximum Drawing Amount and all Unpaid Reimbursement Obligations of
      Letters of Credit on such date.

     

    Restricted
      Payment.  Any (a) Distribution, (b) payment or prepayment by any
      Borrower or any Subsidiary to (i) such Borrowers’ or such Subsidiaries
      shareholders (or other equity holders), in each case, other than to another
      Borrower, or (ii) to any Affiliate of such Borrower or such Subsidiary or any
      Affiliate of such Borrower’s or such Subsidiary’s shareholders (or other equity
      holders), in each case, other than to another Borrower; provided,
however, that in the case of each of clauses (b)(i) and (b)(ii), no
      Restricted Payment shall be deemed to have occurred as a result of a payment
      to
      an executive or an employee of a Borrower in such Person’s capacity as an
      executive or an employee, or (c) derivatives or other transactions with any
      financial institution, commodities or stock exchange or clearinghouse (a
“DerivativesCounterparty”) obligating such Borrower or such
      Subsidiary to make payments to such Derivatives Counterparty as a result of
      any
      change in market value of any Capital Stock of such Borrower or such
      Subsidiary.

     

    Revolving
      Credit Lenders.  The Lenders set forth on Schedule 1 as
      Revolving Credit Lenders, acting in their role as makers of Revolving Credit
      Loans or as participants with respect to Letters of Credit, together with any
      other Person who becomes an assignee of any rights and obligations of a
      Revolving Credit Lender pursuant to §16.

     

    Revolving
      Credit Loans. Revolving credit loans made or to be made by the
      Revolving Credit Lenders to the Borrowers pursuant to §2.

     

    Revolving
      Credit Maturity Date.   September 27, 2012.

     

    Revolving
      Credit Notes.  To the extent requested by any Revolving Credit
      Lender, the promissory notes of the Borrowers evidencing the Revolving Credit
      Loans made or to be made by such Lender hereunder.

     

    Revolving
      Credit Note Record.  A record with respect to a Revolving Credit
      Note.

     

    S&P.  Standard
      & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and
      any successor thereto.

     

    Settlement.  The
      making or receiving of payments, in immediately available funds, by the Lenders
      to or from the Administrative Agent in accordance with §2.10 hereof to the
      extent necessary to cause each such Lender’s actual share of the outstanding
      amount of the Revolving Credit Loans to be equal to such Lender’s Commitment
      Percentage of the outstanding amount of such Revolving Credit Loans, in any
      case
      when, prior to such action, the actual share is not so equal.

     

    Settlement
      Amount.  See §2.10(b).

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Settlement
      Date.  See §2.10(b).

     

    Settling
      Lender.  See §2.10(b).

     

    Subsidiary.  Any
      corporation, association, trust, or other business entity of which any Borrower
      shall at any time own directly, or indirectly through a Subsidiary or
      Subsidiaries, at least a majority of the outstanding Capital Stock or other
      interest entitled to vote generally.

     

    Swap
      Contracts.  Any agreement (including any master agreement and any
      agreement, whether or not in writing, relating to any single transaction) that
      is an interest rate swap agreement, basis swap, forward rate agreement,
      commodity swap, commodity option, equity or equity index swap or option, bond
      option, interest rate option, forward foreign exchange agreement, rate cap,
      collar or floor agreement, currency swap agreement, cross-currency rate swap
      agreement, swaption, currency option or other similar agreement (including
      any
      option to enter into any of the foregoing).

     

    Swing
      Line Loan(s).  See §2.10(a).

     

    Swing
      Line Note.  See §2.10(a).

     

    Syndication
      Agents.  See preamble.

     

    Synthetic
      Lease.  Any lease treated as an operating lease under generally
      accepted accounting principles and as a loan or financing for U.S. income tax
      purposes.

     

    Total
      Revolving Credit Commitment.  The sum of the Commitments of the
      Revolving Credit Lenders, which shall equal $800,000,000 on the Closing Date,
      as
      the same may be increased or reduced from time to time in accordance with this
      Credit Agreement.

     

    Unpaid
      Reimbursement Obligation.  Any Reimbursement Obligation for which
      the Borrowers do not reimburse the Administrative Agent and the Lenders on
      the
      date specified in, and in accordance with, §3.2.

     

    §1.2.  Rules
      of Interpretation.

     

    (a)           A
      reference to any document or agreement shall include such document or agreement
      as amended, modified or supplemented from time to time in accordance with its
      terms and the terms of this Credit Agreement.

     

    (b)           The
      singular includes the plural and the plural includes the singular.

     

    (c)           A
      reference to any law includes any amendment or modification to such
      law.

     

    (d)           A
      reference to any Person includes its permitted successors and permitted
      assigns.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (e)           Accounting
      terms capitalized but not otherwise defined herein have the meanings assigned
      to
      them by generally accepted accounting principles applied on a consistent basis
      by the accounting entity to which they refer.

     

    (f)           The
      words “include,” “includes” and “including” are not limiting.

     

    (g)           All
      terms not specifically defined herein or by generally accepted accounting
      principles, which terms are defined in the Uniform Commercial Code as in effect
      in the State of New York, have the meanings assigned to them
      therein.

     

    (h)           Reference
      to a particular “§” refers to that section of this Credit Agreement unless
      otherwise indicated.

     

    (i)           The
      words “herein,” “hereof,” “hereunder” and words of like import shall refer to
      this Credit Agreement as a whole and not to any particular section or
      subdivision of this Credit Agreement.

     

    (j)           Unless
      otherwise expressly indicated, 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.”

     

    §2.           THE
      REVOLVING CREDIT FACILITY.

     

    §2.1.  Commitment
      to Lend.

     

    Subject
      to the terms and conditions set forth in this Credit Agreement, each of the
      Revolving Credit Lenders severally, but not jointly, agrees to lend to the
      Borrowers, and the Borrowers may borrow, repay, and reborrow from time to time
      from the Closing Date to the Revolving Credit Maturity Date, upon notice by
      the
      Borrowers to the Administrative Agent given in accordance with §2.5, such sums
      as are requested by the Borrowers up to a maximum aggregate amount outstanding
      (after giving effect to all amounts requested) at any one time equal to such
      Revolving Credit Lender’s Commitment minus such Revolving Credit Lender’s
      Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid
      Reimbursement Obligations, provided that the sum of the outstanding
      amount of the Revolving Credit Loans plus the outstanding amount of the
      Swing Line Loans plus the Maximum Drawing Amount and all Unpaid
      Reimbursement Obligations shall not at any time exceed the Total Revolving
      Credit Commitment at such time.  The Revolving Credit Loans shall be
      made pro rata in accordance with each Revolving Credit Lender’s
      Commitment Percentage.  Each request for a Loan hereunder shall
      constitute a representation and warranty by the Borrowers that the conditions
      set forth in §9 and §10, as the case may be, have been satisfied on the date of
      such request.

     

    §2.2.  Reduction
      of Total Revolving Credit Commitment.

     

    (a)           The
      Borrowers shall have the right at any time and from time to time upon five
      (5)
      Business Days’ prior written notice to the Administrative Agent to reduce by
      $5,000,000 or integral multiples of $1,000,000 in excess thereof, or terminate
      entirely,

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    the
      Total Revolving Credit Commitment, whereupon the
      Commitments of the Revolving Credit Lenders shall be reduced pro rata
      in accordance with their respective Commitment Percentages of the amount
      specified in such notice or, as the case may be, terminated.  The
      Administrative Agent will notify the Revolving Credit Lenders promptly after
      receiving any notice of the Borrowers delivered pursuant to this
§2.2.

     

    (b)           No
      reduction or termination of the Commitments once made may be revoked; the
      portion of the Commitments reduced or terminated may not be reinstated; and
      amounts in respect of such reduced or terminated portion may not be
      reborrowed.

     

    §2.3.  Evidence
      of Indebtedness; Revolving Credit Notes.

     

    (a)           Loan
      Accounts.  Each Revolving Credit Lender
      shall maintain in accordance with its usual practice an account or accounts
      evidencing Indebtedness of the Borrowers to such Lender resulting from each
      Revolving Credit Loan of such Lender from time to time, including the amounts
      of
      principal and interest payable and paid to such Lender from time to time under
      this Credit Agreement.  The Administrative Agent shall maintain
      accounts in which it shall record (i) the amount of each Revolving Credit Loan
      made hereunder and each Interest Period applicable thereto, (ii) the amount
      of
      any principal or interest due and payable or to become due and payable from
      the
      Borrowers to each Revolving Credit Lender hereunder and (iii) both the amount
      of
      any sum received by the Administrative Agent hereunder for the account of the
      Revolving Credit Lenders and each Revolving Credit Lender’s share thereof (if
      any).  The entries made in the accounts maintained by each Revolving
      Credit Lender pursuant to this §2.3(a) (or any Revolving Credit Note Record
      referred to below) shall, to the extent permitted by applicable law, be prima
      facie evidence of the existence and amounts of the obligations of the
      Borrowers therein recorded; provided, however, that the failure of
      any Revolving Credit Lender or the Administrative Agent to maintain any such
      accounts or Revolving Credit Note Record, or any error therein, shall not in
      any
      manner affect the obligation of the Borrowers to repay (with applicable
      interest) the Revolving Credit Loans made in accordance with the terms of this
      Credit Agreement.

     

    (b)           Revolving
      Credit Notes.  Upon the request of any Revolving Credit
      Lender, the Borrowers shall execute and deliver to such Revolving Credit Lender
      a promissory note (each, a “Revolving Credit Note”), which shall (i) be
      payable to the order of such Revolving Credit Lender and be dated the Closing
      Date (or, in the case of Revolving Credit Notes issued after the Closing Date,
      be dated the date of the issuance thereof), (ii) be in a stated principal amount
      equal to the Commitment of such Revolving Credit Lender or, if less, the
      outstanding amount of all Revolving Credit Loans made by such Lender, plus
      interest thereon, as set forth in §2.4 herein, (iii) mature on the Revolving
      Credit Loan Maturity Date, and (iv) be entitled to the benefits of this Credit
      Agreement and the other Loan Documents.  The Borrowers irrevocably
      authorize each Revolving Credit Lender with a Revolving Credit Note to make
      or
      cause to be made, at or about the time of the Drawdown Date of any Revolving
      Credit Loan or at the time of receipt of any payment of principal on such
      Lender’s Revolving Credit Note, an appropriate notation on such Lender’s
      Revolving Credit Note Record reflecting the making of such Revolving Credit
      Loan
      or (as the case may be) the receipt of such

     

    
      
        
        

      

      
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    payment.  Each
      Revolving Credit Lender
      holding a Revolving Credit Note will, prior to any transfer of such Revolving
      Credit Note, endorse on the reverse side thereof the outstanding principal
      amount of Revolving Credit Loans evidenced thereby.  Failure to make
      such notation or any error in any such notation or endorsement shall not affect
      the Borrowers’ obligations in respect of such Revolving Credit
      Loans.

     

    §2.4.  Interest
      on Revolving Credit Loans.  The outstanding principal
      amount of the Revolving Credit Loans shall bear interest at the rate per annum
      equal to (a) the Base Rate plus the Applicable Base Rate Margin on Base
      Rate Loans or (b) the Eurodollar Rate plus the Applicable Eurodollar
      Margin on Eurodollar Loans.  Interest shall be payable in respect of
      each Revolving Credit Loan in arrears on each Interest Payment Date with respect
      thereto.

     

    §2.5.  Requests
      for Revolving Credit Loans.  

     

    (a)           Loan
      and Letter of Credit Requests.  The Borrowers shall give to the
      Administrative Agent written notice in the form of Exhibit A hereto
      (or telephonic notice confirmed by telecopy on the same Business Day in the
      form
      of Exhibit A hereto) of each Revolving Credit Loan requested
      hereunder (a “Loan and Letter of Credit Request”) not later than
      (a) 11:00 a.m. Boston time one (1) Business Day prior to the
      proposed Drawdown Date of any Base Rate Loan, or (b) 11:00 a.m. Boston
      time three (3) Eurodollar Business Days prior to the proposed Drawdown Date
      of any Eurodollar Loan.  Each such notice shall be given by the
      Borrowers and shall specify the principal amount of the Revolving Credit Loan
      requested and shall include a current Loan and Letter of Credit Request
      reflecting the aggregate amount of outstanding Revolving Credit Loans and Swing
      Line Loans and Letter of Credit Obligations.  Each Loan and Letter of
      Credit Request shall be irrevocable and binding on the Borrowers and shall
      obligate the Borrowers to accept the Revolving Credit Loan requested from the
      Revolving Credit Lenders on the proposed Drawdown Date.  Each of the
      representations and warranties made by or on behalf of the Borrowers to the
      Revolving Credit Lenders or the Administrative Agent in this Credit Agreement
      or
      any other Loan Document shall be true and correct in all material respects
      when
      made and shall, for all purposes of this Credit Agreement, be deemed to be
      repeated on and as of the date of the submission of any Loan and Letter of
      Credit Request and on and as of the Drawdown Date of such Loan, or the date
      of
      issuance of such Letter of Credit (except to the extent of changes resulting
      from transactions contemplated or permitted by this Credit Agreement and the
      other Loan Documents and changes occurring in the ordinary course of business
      that singly or in the aggregate are not materially adverse, or to the extent
      that such representations and warranties expressly relate solely to an earlier
      date).  The Administrative Agent shall promptly notify each Revolving
      Credit Lender of each Loan and Letter of Credit Request received by the
      Administrative Agent hereunder.

     

    (b)           Appointment
      of Borrower Representative.  Each Borrower hereby designates the
      Parent as its representative and agent on its behalf (the “Borrower
      Representative”) for the purposes of issuing Loan and Letter of Credit
      Requests, giving instructions with respect to the disbursement of the proceeds
      of the Revolving Loans, selecting interest rate options, submitting Compliance
      Certificates and giving and receiving all other notices and consents hereunder
      or under any of the other Loan

     

    
      
        
        

      

      
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    Documents.  The
      Borrower Representative
      hereby accepts such appointment.  The Administrative Agent and any
      Lender may regard any notice or other communication pursuant to any Loan
      Document from the Borrower Representative as a notice or communication from
      all
      Borrowers, and may give any notice or communication required or permitted to
      be
      given to any Borrower or Borrowers hereunder to the Borrower Representative
      on
      behalf of such Borrower or Borrowers.  Each Borrower agrees that each
      notice, election, representation and warranty, covenant, agreement and
      undertaking made on its behalf by the Borrower Representative shall be deemed
      for all purposes to have been made by such Borrower and shall be binding upon
      and enforceable against such Borrower to the same extent as if the same had
      been
      made directly by such Borrower.

     

    §2.6.  Funds
      for Revolving Credit Loans.

     

    (a)           Not
      later than 1:00 p.m. (Boston time) on the proposed Drawdown Date of any
      Revolving Credit Loan, each of the Revolving Credit Lenders will make available
      to the Administrative Agent, at the Administrative Agent’s Office, in
      immediately available funds, the amount of such Lender’s Commitment Percentage
      of the amount of the requested Revolving Credit Loans.  Upon receipt
      from each Revolving Credit Lender of such amount, and upon receipt of the
      documents required by §§9 and 10 and the satisfaction of the other conditions
      set forth therein, to the extent applicable, the Administrative Agent will
      make
      available to the Borrowers in immediately available funds the aggregate amount
      of such Revolving Credit Loans made available to the Administrative Agent by
      the
      Revolving Credit Lenders.  The failure or refusal of any Revolving
      Credit Lender to make available to the Administrative Agent at the aforesaid
      time and place on any Drawdown Date the amount of its Commitment Percentage
      of
      the requested Revolving Credit Loans shall not relieve any other Revolving
      Credit Lender from its several obligation hereunder to make available to the
      Administrative Agent the amount of such other Revolving Credit Lender’s
      Commitment Percentage of any requested Revolving Credit Loans.

     

    (b)           The
      Administrative Agent may, unless notified to the contrary by any Revolving
      Credit Lender prior to a Drawdown Date, assume that such Lender has made
      available to the Administrative Agent on such Drawdown Date the amount of such
      Lender’s Commitment Percentage of the Revolving Credit Loans to be made on such
      Drawdown Date, and the Administrative Agent may (but shall not be required
      to),
      in reliance upon such assumption, make available to the Borrowers a
      corresponding amount.  If any Revolving Credit Lender makes available
      to the Administrative Agent such amount on a date after such Drawdown Date,
      such
      Lender shall pay to the Administrative Agent on demand an amount equal to the
      product of (i) the average computed for the period referred to in clause (iii)
      below, of the weighted average interest rate paid by the Administrative Agent
      for federal funds acquired by the Administrative Agent during each day included
      in such period, times (ii) the amount of such Lender’s Commitment
      Percentage of such Revolving Credit Loans, times (iii) a fraction, the
      numerator of which is the number of days that elapse from and including such
      Drawdown Date to the date on which the amount of such Lender’s Commitment
      Percentage of such Revolving Credit Loans shall become immediately available
      to
      the Administrative Agent, and the

     

    
      
        
        

      

      
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    denominator
      of which is 365.  A statement
      of the Administrative Agent submitted to such Revolving Credit Lender with
      respect to any amounts owing under this paragraph shall be
primafacie evidence, absent manifest error, of the amount due and
      owing to the Administrative Agent by such Lender.  If the amount of
      such Revolving Credit Lender’s Commitment Percentage of such Revolving Credit
      Loans is not made available to the Administrative Agent by such Lender within
      three (3) Business Days following such Drawdown Date, the Administrative Agent
      shall be entitled to recover such amount from the Borrowers on demand, with
      interest thereon at the rate per annum applicable to the Revolving Credit Loans
      made on such Drawdown Date.

     

    §2.7.  Maturity
      of the Revolving Credit Loans.  The Revolving Credit
      Loans shall be due and payable on the Revolving Credit Maturity
      Date.  The Borrowers jointly and severally promise to pay on the
      Revolving Credit Maturity Date all Revolving Credit Loans outstanding on such
      date, together with any and all accrued and unpaid interest
      thereon.

     

    §2.8.  Mandatory
      Repayments of the Revolving Credit Loans.  If at any time
      the outstanding amount of the Revolving Credit Loans plus Swing Line
      Loans plus the Maximum Drawing Amount plus Unpaid Reimbursement
      Obligations exceeds the Total Revolving Credit Commitment, whether by reduction
      of the Total Revolving Credit Commitment or otherwise, then the Borrowers shall
      immediately pay the amount of such excess to the Administrative Agent for
      application to the Revolving Credit Loans, or if no Revolving Credit Loans
      shall
      be outstanding, to the Swing Line Loans, or if no Swing Line Loans shall be
      outstanding, to be held by the Administrative Agent as collateral security
      for
      the Reimbursement Obligations, provided, however, that if the
      amount of cash collateral held by the Administrative Agent pursuant to this
§2.8
      exceeds the amount of the Obligations, the Administrative Agent shall return
      such excess to the Borrowers.

     

    §2.9.  Optional
      Prepayments or Repayments of Revolving Credit Loans.  The
      Borrowers shall have the right, at their election, to repay or prepay the
      outstanding amount of the Revolving Credit Loans, as a whole or in part, at
      any
      time without penalty or premium (other than the obligation to reimburse the
      Revolving Credit Lenders and the Administrative Agent pursuant to §4.9
      hereof).  The Borrowers shall give written notice to the
      Administrative Agent (or telephonic notice confirmed in writing) no later than
      (a) 1:00 p.m. (Boston time) on the Business Day of the proposed
      prepayment or repayment of any Base Rate Loan or (b) 1:00 p.m. (Boston
      time) three (3) Eurodollar Business Days prior to the proposed prepayment or
      repayment of any Eurodollar Loan, in each case specifying the proposed date
      of
      prepayment or repayment of Loans and the principal amount to be
      paid.  Each such partial repayment of the Revolving Credit Loans shall
      be $1,000,000 or integral multiples of $100,000 in excess thereof, and shall
      be
      accompanied by the payment of accrued interest on the principal prepaid to
      the
      date of repayment and shall be applied, in the absence of instruction by the
      Borrowers, first to the principal of Base Rate Loans and then to the principal
      of Eurodollar Loans.  Each partial prepayment shall be allocated among
      the Revolving Credit Lenders, in proportion, as nearly as practicable, to the
      respective unpaid principal amount of each Revolving Credit Lender’s Revolving
      Credit Loans, with adjustments to the extent practicable to equalize any prior
      repayments not exactly in proportion.

     

    
      §2.10.  Swing
        Line Loans; Settlements.

    

     

    
      
        
        

      

      
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    (a)           So
      long as Bank of America has not received written notice of a Default or an
      Event
      of Default made in accordance with the provisions of this Credit Agreement,
      solely for ease of administration of the Revolving Credit Loans, Bank of America
      may, upon receipt of a Loan and Letter of Credit Request no later than 2:00
      p.m.
      (Boston time) on the proposed date of funding, but shall not be required to,
      fund Base Rate Loans (“Swing Line Loans”) for periods not to exceed seven (7)
      days in any one case, bearing interest as set forth for Base Rate Loans in
§2.4.
      The Swing Line Loans shall be evidenced by a promissory note of the Borrowers
      (the “Swing Line Note”) dated as of the Closing Date, and shall each be
      in a minimum amount of $500,000 or integral multiples of $100,000 in excess
      thereof, providedthat the outstanding amount of Swing Line Loans
      advanced by Bank of America hereunder shall not exceed $25,000,000 at any
      time.  Each Revolving Credit Lender shall remain severally, but not
      jointly, and unconditionally liable to fund its pro rata share (based
      upon each Revolving Credit Lender’s Commitment Percentage) of such Swing Line
      Loans on each Settlement Date and, in the event Bank of America chooses not
      to
      fund all Base Rate Loans requested on any date, to fund its Commitment
      Percentage of the Base Rate Loans requested, subject to satisfaction of the
      provisions hereof relating to the making of Base Rate Loans.  Prior to
      each Settlement, all payments or repayments of the principal of, and interest
      on, Swing Line Loans shall be credited to the account of Bank of
      America.

     

    (b)           The
      Revolving Credit Lenders shall effect Settlements on (i) the Business Day
      immediately following any day which the Administrative Agent gives written
      notice to the Revolving Credit Lenders to effect a Settlement, (ii) the Business
      Day immediately following the Administrative Agent’s becoming aware of the
      existence of any Default or Event of Default, (iii) the Revolving Credit
      Maturity Date, (iv) any date on which the Borrowers wish to convert a Swing
      Line
      Loan into a Base Rate Loan, and (v) in any event, the seventh day on which
      any
      Swing Line Loan remains outstanding (each such date, a “Settlement
      Date”).  One (1) Business Day prior to each such Settlement Date, the
      Administrative Agent shall give telephonic notice to the Revolving Credit
      Lenders of (A) the respective outstanding amount of Revolving Credit Loans
      made
      by each Revolving Credit Lender as at the close of business on the prior day,
      (B) the amount that any Revolving Credit Lender, as applicable (a “Settling
      Lender”), shall pay to effect a Settlement (a “Settlement Amount”).  A
      statement of the Administrative Agent submitted to the Revolving Credit Lenders
      with respect to any amounts owing hereunder shall be primafacie
      evidence of the amount due and owing.  Each Settling Lender shall, not
      later than 1:00 p.m. (Boston time) on each Settlement Date, effect a wire
      transfer of immediately available funds to the Administrative Agent at the
      Administrative Agent’s Office in the amount of such Revolving Credit Lender’s
      Settlement Amount.  All funds advanced by any Revolving Credit Lender
      as a Settling Lender pursuant to this §2.10 shall for all purposes be treated as
      a Base Rate Loan to the Borrowers.

     

    (c)           The
      Administrative Agent may (unless notified to the contrary by any Settling Lender
      by 12:00 noon (Boston time) one (1) Business Day prior to the Settlement Date)
      assume that each Settling Lender has made available (or will make available
      by
      the time specified in §2.7(b)) to the Administrative Agent its Settlement
      Amount, and the Administrative Agent may (but shall not be required to), in
      reliance upon such assumption, effect Settlements.  If the Settlement
      Amount of such Settling

     

    
      
        
        

      

      
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    Lender
      is made available to the Administrative Agent
      on a date after such Settlement Date, such Settling Lender shall pay the
      Administrative Agent on demand an amount equal to the product of (i) the
      average, computed for the period referred to in clause (iii) below, of the
      weighted average annual interest rate paid by the Administrative Agent for
      federal funds acquired by the Administrative Agent during each day included
      in
      such period times (ii) such Settlement Amount times (iii) a
      fraction, the numerator of which is the number of days that elapse from and
      including such Settlement Date to but not including the date on which such
      Settlement Amount shall become immediately available to the Administrative
      Agent, and the denominator of which is 365.  Upon payment of such
      amount such Settling Lender shall be deemed to have delivered its Settlement
      Amount on the Settlement Date and shall become entitled to interest payable
      by
      the Borrowers with respect to such Settling Lender’s Settlement Amount as if
      such share were delivered on the Settlement Date.  If such Settlement
      Amount is not in fact made available to the Administrative Agent by such
      Settling Lender within five (5) Business Days of such Settlement Date, the
      Administrative Agent shall be entitled to recover such amount from the
      Borrowers, with interest thereon at the Base Rate.

     

    (d)           After
      any Settlement Date, any payment by the Borrowers of Swing Line Loans hereunder
      shall be allocated pro rata among the Revolving Credit Lenders, in
      accordance with such Lender’s Commitment Percentage.

     

    (e)           If,
      prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of
      this
§2.10, a Default or Event of Default has occurred and is continuing, each
      Revolving Credit Lender will, on the date such Revolving Credit Loan was to
      have
      been made, purchase an undivided participating interest in the outstanding
      Swing
      Line Loans in an amount equal to its Commitment Percentage of such Swing Line
      Loans.  Each Revolving Credit Lender will immediately transfer to the
      Administrative Agent, in immediately available funds, the amount of its
      participation and upon receipt thereof the Administrative Agent will deliver
      to
      such Revolving Credit Lender a Swing Line participation certificate dated the
      date of receipt of such funds and in such amount.

     

    (f)           Whenever,
      at any time after the Administrative Agent has received from any Revolving
      Credit Lender such Revolving Credit Lender’s participating interest in the Swing
      Line Loans pursuant to clause (e) above, the Administrative Agent receives
      any
      payment on account thereof, the Administrative Agent will distribute to such
      Revolving Credit Lender its participating interest in such amount (appropriately
      adjusted, in the case of interest payments, to reflect the period of time during
      which such Revolving Credit Lender’s participating interest was outstanding and
      funded) in like funds as received; provided, however, that in the
      event that such payment received by the Administrative Agent is required to
      be
      returned, such Revolving Credit Lender will return to the Administrative Agent
      any portion thereof previously distributed by the Administrative Agent to it
      in
      like funds as such payment is required to be returned by the Administrative
      Agent.

     

    (g)           Each
      Revolving Credit Lender’s obligation to purchase participating interests
      pursuant to clause (e) above shall be absolute and unconditional and shall
      not
      be affected by any circumstance, including, without limitation, (i) any set-off,
      counterclaim,

     

    
      
        
        

      

      
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    recoupment,
      defense or other right which such
      Revolving Credit Lender may have against the Administrative Agent, the Borrowers
      or any other Person for any reason whatsoever; (ii) the occurrence or
      continuance of a Default or Event of Default; (iii) any adverse change in the
      condition (financial or otherwise) of the Borrowers or any other Person; (iv)
      any breach of this Credit Agreement by the Borrowers or any other Revolving
      Credit Lender or Administrative Agent; or (v) any other circumstance, happening
      or event whatsoever, whether or not similar to any of the
      foregoing.

     

    §2.11.  Increase
      In Total Revolving Credit Commitment.

     

    (a)           Request
      for Increase.  Upon notice to the Administrative Agent (which
      shall promptly notify the Lenders), the Borrowers may from time to time solicit
      an increase in the Total Revolving Credit Commitment in an aggregate amount
      (for
      all such requests) not to exceed $200,000,000.  At the time of sending
      such notice, the Borrowers (in consultation with the Administrative Agent)
      shall
      specify the time period within which each Lender then a Lender is requested
      to
      respond (which shall in no event be less than ten (10) Business Days from the
      date of delivery of such notice to such Lender).  Nothing contained
      herein shall constitute, or otherwise be deemed to be, a commitment on the
      part
      of any Lender to increase its Commitment hereunder.

     

    (b)           Lender
      Elections to Increase.  Each Lender then a Lender shall notify the
      Administrative Agent within such time period whether or not it agrees to
      increase its Commitment, and, if so, whether by an amount equal to, greater
      than, or less than its Commitment Percentage of such requested
      increase.  Any Lender not responding within such time period shall be
      deemed to have declined to increase its Commitment.

     

    (c)           Notification
      by Administrative Agent; Additional Lender Consent to
      Amendments.  The Administrative Agent shall notify the Borrowers
      and each Lender of the Lenders’ responses to each request made
      hereunder.  To achieve the full amount of a solicited increase, and
      subject to the approval of the Administrative Agent (which approval shall not
      be
      unreasonably withheld), the Borrowers may also invite additional Eligible
      Assignees to become Lenders pursuant to an Instrument of Accession in the form
      of Exhibit F hereto (an “Instrument of Accession”).

     

    (d)           Effective
      Date and Allocations.  If the Total Revolving Credit Commitment is
      increased in accordance with this §2.11, the Administrative Agent and the
      Borrowers shall determine the effective date (the “Increase Effective
      Date”) and the final allocation of such increase.  The
      Administrative Agent shall promptly notify the Borrowers and the Lenders of
      the
      final allocation of such increase and the Increase Effective Date.  On
      the Increase Effective Date, Schedule 1 hereto shall be deemed to be
      amended to reflect (x) the name, address, Commitment and Commitment Percentage
      of each new Lender, (y) the amount of the Total Revolving Credit Commitment
      after giving effect to such increase, and (z) the changes to the respective
      Commitments and Commitment Percentages of the other Lenders resulting from
      such
      increase. Any additional Revolving Credit Loans and Commitments shall mature
      or
      terminate, as the case may be, on the Revolving Credit Maturity
      Date.

     

    
      
        
        

      

      
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    (e)           Conditions
      to Effectiveness of Increase.  As a condition precedent to any
      such increase in the Total Revolving Credit Commitment, the Borrowers shall
      deliver to the Administrative Agent a certificate of the Borrowers dated as
      of
      the Increase Effective Date (in sufficient copies for each Lender) signed by
      the
      CFO (i) certifying and attaching the resolutions adopted by the Borrowers
      approving or consenting to such increase and (ii) certifying that, before and
      after giving effect to such increase, (A) the representations and warranties
      contained in §5 of this Credit Agreement and the other Loan Documents are true
      and correct on and as of the Increase Effective Date, except to the extent
      of
      changes resulting from transactions contemplated or permitted by the Credit
      Agreement or the other Loan Documents or changes occurring in the ordinary
      course of business that singly or in the aggregate do not have a Material
      Adverse Effect or to the extent that such representations and warranties
      specifically refer to an earlier date, in which case they are true and correct
      as of such earlier date, and except that for purposes of this §2.11, the
      representations and warranties contained in subsections (a) and (b) of §5.4
      shall be deemed to refer to the most recent statements furnished pursuant to
      clauses (a) and (b), respectively, of §6.4, and (B) no Default
      exists.  The Borrowers shall prepay any Revolving Credit Loans
      outstanding on the Increase Effective Date (and pay any additional amounts
      required pursuant to §4.9) to the extent necessary to keep the outstanding
      Revolving Credit Loans, as applicable, ratable with any revised Commitment
      Percentages arising from any nonratable increase in the Commitments under this
      §2.11.

     

    (f)           Conflicting
      Provisions.  This §2.11 shall supersede any provisions in §24 to
      the contrary.

     

    §3.           LETTERS
      OF CREDIT.

     

    §3.1.  Letter
      of Credit Commitments.

     

    §3.1.1.  Commitment
      to Issue Letters of Credit.

     

    (a)           Subject
      to the terms and conditions hereof and the execution and delivery by the
      Borrowers of a letter of credit application on the Issuing Lender’s customary
      form (a “Letter of Credit Application”), the Issuing Lender on behalf of
      the Revolving Credit Lenders and in reliance upon the agreement of the Revolving
      Credit Lenders set forth in §3.1.4 and upon the representations and warranties
      of the Borrowers contained herein, agrees, in its individual capacity, to issue
      and extend for the account of the Borrowers one or more standby letters of
      credit (each, a “Letter of Credit”) including, in the case of L/C
      Supported IRBs, so called direct pay Letters of Credit (each, an “IRB Letter
      of Credit”), in such form as may be requested from time to time by the
      Borrowers and agreed to by the Issuing Lender; provided, however,
      that, after giving effect to such request, the Maximum Drawing Amount shall
      not
      exceed the Total Revolving Credit Commitment minus the aggregate
      outstanding amount of the Revolving Credit Loans, the Swing Line Loans and
      the
      Unpaid Reimbursement Obligations.  Notwithstanding any other
      provisions of this Credit Agreement, the Issuing Lender shall not issue or
      extend a Letter of Credit after it has received notice from any Lender or the
      Administrative Agent that a Default or Event of Default has occurred and stating
      that no Letters of Credit are to

     

    
      
        
        

      

      
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    be
      issued or extended until such Default or Event of
      Default has been cured or waived in accordance with the provisions of this
      Credit Agreement.

     

    (b)           The
      Issuing Lender shall not be under any obligation to issue any Letter of Credit
      if:

     

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

     

    (ii)           the
      issuance of such Letter of Credit would violate one or more policies of the
      Issuing Lender;

     

    (iii)           except
      as otherwise agreed by the Administrative Agent and the Issuing Lender, such
      Letter of Credit is in an initial stated amount less than $100,000;

     

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

     

    (v)           such
      Letter of Credit contains any provisions for automatic reinstatement of the
      stated amount after any drawing thereunder; or

     

    (vi)           a
      default of any Revolving Credit Lender’s obligations to fund under §3.3 exists
      or any Revolving Credit Lender is at such time a Delinquent Lender hereunder,
      unless the Issuing Lender has entered into satisfactory arrangements with the
      Borrowers or such Revolving Credit Lender to eliminate the Issuing Lender’s risk
      with respect to such Revolving Credit Lender.

     

    §3.1.2.  Letter
      of Credit Applications.

     

    (a)           Each
      Letter of Credit Application shall be completed to the satisfaction of the
      Issuing Lender.  In the event that any provision of any Letter of
      Credit Application shall be inconsistent with any provision of this Credit
      Agreement, then the provisions of this Credit Agreement shall, to the extent
      of
      any such inconsistency, govern.  Such Letter of Credit Application
      must be received by the Issuing Lender and the Administrative Agent not later
      than 11:00 a.m. at least two Business Days (or such later date and time as
      the
      Administrative Agent and the Issuing Lender may agree in a particular instance
      in their sole discretion) prior to the proposed issuance date or date of
      amendment, as the

     

    
      
        
        

      

      
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    case
      may be.  In the case of a request for
      an initial issuance of a Letter of Credit, such Letter of Credit Application
      shall specify in form and detail satisfactory to the Issuing
      Lender:  (i) the proposed issuance date of the requested Letter of
      Credit (which shall be a Business Day); (ii) the amount thereof; (iii) the
      expiry date thereof; (iv) the name and address of the beneficiary thereof;
      (v)
      the documents to be presented by such beneficiary in case of any drawing
      thereunder; (vi) the full text of any certificate to be presented by such
      beneficiary in case of any drawing thereunder; and (vii) such other matters
      as
      the Issuing Lender may reasonably require.  In the case of a request
      for an amendment of any outstanding Letter of Credit, such Letter of Credit
      Application shall specify in form and detail satisfactory to the Issuing Lender
      (w) the Letter of Credit to be amended; (x) the proposed date of amendment
      thereof (which shall be a Business Day); (y) the nature of the proposed
      amendment; and (z) such other matters as the Issuing Lender may reasonably
      require.  Additionally, the Borrowers shall furnish to the Issuing
      Lender and the Administrative Agent such other documents and information
      pertaining to such requested Letter of Credit issuance or amendment, including
      any Issuer Documents, as the Issuing Lender or the Administrative Agent may
      reasonably require.

     

    (b)           Promptly
      after receipt of any Letter of Credit Application, the Issuing Lender will
      confirm with the Administrative Agent (by telephone or in writing) that the
      Administrative Agent has received a copy of such Letter of Credit Application
      from the applicable Borrower(s) and, if not, the Issuing Lender will provide
      the
      Administrative Agent with a copy thereof.  Unless the Issuing Lender
      has received written notice from any Revolving Credit Lender, the Administrative
      Agent or any Borrower, at least one Business Day prior to the requested date
      of
      issuance or amendment of the applicable Letter of Credit, that one or more
      applicable conditions contained in §§9 and 10 shall not then be satisfied, then,
      subject to the terms and conditions hereof, the Issuing Lender shall, on the
      requested date, issue a Letter of Credit for the account of the applicable
      Borrower(s) or enter into the applicable amendment, as the case may be, in
      each
      case in accordance with the Issuing Lender’s usual and customary business
      practices.

     

    §3.1.3.  Terms
      of Letters of Credit.  Each Letter of
      Credit issued or extended hereunder shall, among other things, (a) provide
      for
      the payment of sight drafts for honor thereunder when presented in accordance
      with the terms thereof and when accompanied by the documents described therein,
      (b) be subject to clause (c) hereof and §3.1.7, and (other than with respect to
      IRB Letters of Credit) shall have a term of not more than one (1) year from
      the
      date of issuance or extension thereof and (c) have an expiry date no later
      than
      the Letter of Credit Expiration Date.

     

    §3.1.4.  Reimbursement
      Obligations of Lenders.  Each Revolving
      Credit Lender severally agrees that it shall be absolutely liable, without
      regard to the occurrence of any Default or Event of Default or any other
      condition precedent whatsoever, to the extent of such Revolving Credit Lender’s
      Commitment Percentage thereof, to reimburse the Administrative Agent on demand
      for the amount of each draft paid by the Issuing Lender under each Letter of
      Credit issued in accordance with the terms hereof to the extent that such amount
      is not reimbursed by the Borrowers pursuant to §3.2 (such agreement for a Lender
      being called herein the “Letter of Credit Participation” of such
      Lender).  Without limiting the foregoing, each Revolving Credit
      Lender’s obligation to

     

    
      
        
        

      

      
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    purchase
      Letter of Credit Participations shall be
      absolute and unconditional and shall not be affected by any circumstance,
      including (a) any set-off, counterclaim, recoupment, defense or other right
      which such Revolving Credit Lender may have against the Administrative Agent,
      the Issuing Lender, any Borrower or any other Person for any reason whatsoever;
      (b) the occurrence and continuation of any Default or Event of Default; (c)
      any
      adverse change in the condition (financial or otherwise) of any Borrower or
      any
      Revolving Credit Lender; (d) any breach of any of the Loan Documents by any
      Borrower or any Revolving Credit Lender; or (e) any other circumstance,
      happening or event whatsoever, whether or not similar to any of the
      foregoing.

     

    §3.1.5.  Participations
      of Lenders.  Each such payment made by a
      Revolving Credit Lender shall be treated as the purchase by such Revolving
      Credit Lender of a participating interest in the Borrowers’ Reimbursement
      Obligation under §3.2 in an amount equal to such payment.  Each
      Revolving Credit Lender shall share in accordance with its participating
      interest in any interest which accrues pursuant to §3.2.

     

    §3.1.6.  Existing
      Letters of Credit.  The parties hereby
      agree that the letters of credit issued under the Existing Credit Agreement
      and
      listed on Schedule 3.1 hereto shall be deemed to have been issued
      pursuant to this Credit Agreement and from and after the Closing Date shall
      be
      subject to and governed by the terms and conditions hereof.  In
      addition, this Credit Agreement shall be the “Reimbursement Agreement” or
      the “Credit Agreement”, as the case may be, referred to in the bond
      documentation relating to the IRB Letters of Credit.

     

    §3.1.7.  Auto
      Extension Letters of Credit.  If any
      Borrower so requests in an application for a Letter of Credit, the Issuing
      Lender may, in its sole and absolute discretion, agree to issue a Letter of
      Credit that has automatic extension provisions (each, an “Auto-Extension Letter
      of Credit”); provided that any such Auto- Extension Letter of Credit must permit
      the Issuing Lender to prevent any such extension at least once in each
      twelve-month period (commencing with the date of issuance of such Letter of
      Credit) by giving prior notice to the beneficiary thereof not later than a
      date
      (the “Non Extension Notice Date”) in each such twelve-month period to be agreed
      upon at the time such Letter of Credit is issued.  Unless otherwise
      directed by the Issuing Lender, the Borrowers shall not be required to make
      a
      specific request to the Issuing Lender for any such extension.  Once
      an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders
      shall be deemed to have authorized (but may not require) the Issuing Lender
      to
      permit the extension of such Letter of Credit at any time to an expiry date
      not
      later than thirty (30) days prior to the Revolving Credit Maturity Date;
      provided, however, that the Issuing Lender shall not permit any such extension
      if (A) the Issuing Lender has determined that it would have no obligation at
      such time to issue such Letter of Credit in its extended form under the terms
      hereof, or (B) it has received notice (which may be by telephone or in writing)
      on or before the day that is two (2) Business Days before the Non Extension
      Notice Date (1) from the Administrative Agent that the Required Lenders have
      elected not to permit such extension or (2) from the Administrative Agent,
      any
      Lender or the Borrowers that one or more of the applicable conditions specified
      in §10 is not then satisfied.

     

    
      
        
        

      

      
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    §3.2.  Reimbursement
      Obligation of the Borrowers.  In order
      to induce the Issuing Lender to issue and extend each Letter of Credit and
      the
      Revolving Credit Lenders to participate therein, the Borrowers hereby agree
      to
      reimburse or pay to the Administrative Agent, for the account of the Issuing
      Lender, with respect to each Letter of Credit issued or extended by the Issuing
      Lender hereunder:

     

    (a)           except
      as otherwise expressly provided in §3.2(b) and (c), on each date that any draft
      presented under any Letter of Credit is honored by the Issuing Lender, or the
      Issuing Lender otherwise makes a payment with respect thereto, (i) the amount
      paid by the Issuing Lender under or with respect to such Letter of Credit,
      and
      (ii) the amount of any taxes, fees, charges or other costs and expenses
      whatsoever incurred by the Issuing Lender or any Revolving Credit Lender in
      connection with any payment made by the Issuing Lender or any Revolving Credit
      Lender under, or with respect to, such Letter of Credit;
provided however, if the Borrowers do not reimburse the
      Administrative Agent on the Drawdown Date, such amount shall, provided that
      no
      Event of Default under §§11.1(g) or 11.1(h) has occurred, become automatically a
      Revolving Credit Loan which is a Base Rate Loan advanced hereunder in an amount
      equal to such sum; and

     

    (b)           upon
      the reduction (but not termination) of the Total Revolving Credit Commitment
      to
      an amount less than the Maximum Drawing Amount, an amount equal to such
      difference, which amount shall be held by the Administrative Agent for the
      benefit of the Revolving Credit Lenders and the Issuing Lender as cash
      collateral for all Reimbursement Obligations; and

     

    (c)           upon
      the Revolving Credit Maturity Date, or upon the termination of the Total
      Revolving Credit Commitment, or the acceleration of the Reimbursement
      Obligations with respect to all Letters of Credit in accordance with §11, an
      amount equal to the Maximum Drawing Amount of all Letters of Credit, which
      amount shall be held by the Administrative Agent for the benefit of the Issuing
      Lender as cash collateral for all Reimbursement Obligations.

     

    Each
      such
      payment shall be made to the Administrative Agent at the Administrative Agent’s
      Office in immediately available funds.  Interest on any and all
      amounts remaining unpaid by the Borrowers under this §3.2 at any time from the
      date such amounts become due and payable (whether as stated in this §3.2, by
      acceleration or otherwise) until payment in full (whether before or after
      judgment) shall be payable to the Administrative Agent on demand at the rate
      specified in §4.6 for overdue principal on
      the Loans.

     

    §3.3.  Letter
      of Credit Payments.  If any draft shall
      be presented or other demand for payment shall be made under any Letter of
      Credit, the Issuing Lender shall notify the Borrowers and the Administrative
      Agent of the date and amount of the draft presented or demand for payment and
      of
      the date and time when it expects to pay such draft or honor such demand for
      payment.  If the Borrowers fail to reimburse the Issuing Lender
      through the Administrative Agent as provided in §3.2 on or before the date that
      such draft is paid or other payment is made by the Issuing Lender, the Issuing
      Lender may at any time thereafter notify the Administrative Agent who will
      promptly notify the Revolving Credit Lenders of the amount of any such Unpaid
      Reimbursement Obligation and shall specify such amount required from
      each

     

    
      
        
        

      

      
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    of
      the Revolving Credit Lenders.  No later
      than 3:00 p.m. (Boston time) on the Business Day next following the receipt
      of such notice, each Revolving Credit Lender shall make available to the
      Administrative Agent, at the Administrative Agent’s Office, in immediately
      available funds, such Revolving Credit Lender’s Commitment Percentage of such
      Reimbursement Obligation, together with an amount equal to the product of (a)
      the weighted average, computed for the period referred to in clause (c) below,
      of the Federal Funds Rate times (b) the amount equal to such Revolving
      Credit Lender’s Commitment Percentage of such Unpaid Reimbursement Obligation,
times (c) a fraction, the numerator of which is the number of days that
      have elapsed from and including the date the Issuing Lender paid the draft
      presented for honor or otherwise made payment until the date on which such
      Revolving Credit Lender’s Commitment Percentage of such Unpaid Reimbursement
      Obligation shall become immediately available to the Administrative Agent,
      and
      the denominator of which is 365.  The responsibility of the Issuing
      Lender to the Borrowers and the Revolving Credit Lenders shall be only to
      determine that the documents (including each draft) delivered under each Letter
      of Credit in connection with such presentment shall be in conformity in all
      material respects with such Letter of Credit.

     

    §3.4.  Obligations
      Absolute.  The obligation of the
      Borrowers to reimburse the Issuing Lender for each drawing under each Letter
      of
      Credit shall be absolute, unconditional and irrevocable, and shall be paid
      strictly in accordance with the terms of this Credit Agreement under all
      circumstances, including the following:

     

    (a)           any
      lack of validity or enforceability of such Letter of Credit, this Credit
      Agreement, or any other Loan Document;

     

    (b)           the
      existence of any claim, counterclaim, setoff, defense or other right that the
      Borrowers may have at any time against any beneficiary or any transferee of
      such
      Letter of Credit (or any Person for whom any such beneficiary or any such
      transferee may be acting), the Issuing Lender or any other Person, whether
      in
      connection with this Credit Agreement, the transactions contemplated hereby
      or
      by such Letter of Credit or any agreement or instrument relating thereto, or
      any
      unrelated transaction;

     

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

     

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

     

    
      
        
        

      

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

     

    The
      Borrowers shall promptly examine a copy of each Letter of Credit and each
      amendment thereto that is delivered to the Borrowers and, in the event of any
      claim of noncompliance with the Borrowers instructions or other irregularity,
      the Borrowers will immediately notify the Issuing Lender.  The
      Borrowers shall be conclusively deemed to have waived any such claim against
      the
      Issuing Lender and its correspondents unless such notice is given as
      aforesaid.

     

    §3.5.  Role
      of Issuing Lender.  Each Lender and the
      Borrowers agree that, in paying any drawing under a Letter of Credit, the
      Issuing Lender shall not have any responsibility to obtain any document (other
      than any sight draft, certificates and documents expressly required by the
      Letter of Credit) or to ascertain or inquire as to the validity or accuracy
      of
      any such document or the authority of the Person executing or delivering any
      such document.  None of the Issuing Lender, the Administrative Agent,
      any of their respective Related Parties nor any correspondent, participant
      or
      assignee of the Issuing Lender shall be liable to any Lender for (i) any action
      taken or omitted in connection herewith at the request or with the approval
      of
      Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted
      in the absence of gross negligence or willful misconduct; or (iii) the due
      execution, effectiveness, validity or enforceability of any document or
      instrument related to any Letter of Credit or Issuer Document.  The
      Borrowers hereby assume all risks of the acts or omissions of any beneficiary
      or
      transferee with respect to such beneficiary’s or transferee’s use of any Letter
      of Credit; provided, however, that this assumption is not intended
      to, and shall not, preclude the Borrowers’ pursuing such rights and remedies as
      it may have against the beneficiary or transferee at law or under any other
      agreement.  None of the Issuing Lender, the Administrative Agent, any
      of their respective Related Parties nor any correspondent, participant or
      assignee of the Issuing Lender, shall be liable or responsible for any of the
      matters described in clauses (a) through (e) of §3.4; provided,
however, that anything in such clauses to the contrary notwithstanding,
      the Borrowers may have a claim against the Issuing Lender, and the Issuing
      Lender may be liable to the Borrowers, to the extent, but only to the extent,
      of
      any direct, as opposed to consequential or exemplary, damages suffered by
      Borrowers which the Borrowers prove were caused by the Issuing Lender’s willful
      misconduct or gross negligence or the Issuing Lender’s willful failure to pay
      under any Letter of Credit after the presentation to it by the beneficiary
      of a
      sight draft and certificate(s) strictly complying with the terms and conditions
      of a Letter of Credit.  In furtherance and not in limitation of the
      foregoing, the Issuing Lender may accept documents that appear on their face
      to
      be in order, without responsibility for further investigation, regardless of
      any
      notice or information to the contrary, and the Issuing Lender shall not be
      responsible for the validity or sufficiency of any instrument transferring
      or
      assigning or purporting to transfer or assign a Letter of Credit or the rights
      or benefits thereunder or proceeds thereof, in whole or in part, which may
      prove
      to be invalid or ineffective for any reason.

     

    §3.6.  Letter
      of Credit Amounts.  Unless otherwise
      specified herein the amount of a Letter of Credit at any time shall be deemed
      to
      be the stated amount of such Letter of Credit in effect at such time; provided,
      however, that with respect to any Letter of Credit that, by its terms or the
      terms of any Issuer Document related thereto, provides for one or more
      automatic

     

    
      
        
        

      

      
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    increases
      in the stated amount thereof, the amount of
      such Letter of Credit shall be deemed to be the maximum stated amount of such
      Letter of Credit after giving effect to all such increases, whether or not
      such
      maximum stated amount is in effect at such time.

     

    §3.7.  Applicability
      of ISP.  Unless otherwise expressly
      agreed by the Issuing Lender and the Borrowers when a Letter of Credit is
      issued, the rules of the ISP shall apply to each Letter of Credit.

     

    §4.           FEES,
      PAYMENTS, AND COMPUTATIONS; JOINT AND SEVERAL
      LIABILITY.

     

    §4.1.  Fees.  In
      addition to any Fees set forth in the Fee Letter, the
      Borrowers jointly and severally agree to pay all Fees in the amounts and at
      the
      times and otherwise in accordance with the terms specified herein or the Loan
      Documents, as the case may be, including:

     

    (a)           Commitment
      Fee.  The Borrowers jointly and
      severally agree to pay to the Administrative Agent, for the respective account
      of each Revolving Credit Lender, a fee (the “Commitment Fee”) calculated
      at the rate per annum equal to the Applicable Commitment Rate with respect
      to
      the Commitment Fee as in effect from time to time on the actual daily amount
      during each calendar quarter or portion thereof from the Closing Date to the
      Revolving Credit Maturity Date by which the Total Revolving Credit Commitment
      minus the outstanding Letter of Credit Obligations exceeds the
      outstanding amount of Revolving Credit Loans (excluding Swing Line Loans) during
      such calendar quarter.  The Commitment Fee shall be payable quarterly
      in arrears on the first day of each calendar quarter for the immediately
      preceding calendar quarter commencing on the first such date following the
      date
      hereof, with a final payment on the Revolving Credit Maturity Date or any
      earlier date on which the Commitments shall terminate.

     

    (b)           Incremental
      Commitment Fee.  The Borrowers jointly and severally
      agree to pay to the Administrative Agent, for the respective account of each
      Revolving Credit Lender, an incremental commitment fee (the “Incremental
      Commitment Fee”), which shall be in addition to the Commitment Fee, and
      shall accrue at any time the outstanding amount of the Revolving Credit Loans
      (excluding Swing Line Loans) plus all outstanding Letter of Credit
      Obligations is less than forty percent (40%) of the Total Revolving Credit
      Commitment, and shall be calculated at the rate per annum of
      0.050%  on the actual daily amount by which the Total Revolving Credit
      Commitment exceeds the outstanding amount of Revolving Credit Loans plus
      the outstanding Letter of Credit Obligations.  The Incremental
      Commitment Fee, if payable, shall be payable quarterly in arrears on the first
      day of each calendar quarter for the immediately preceding calendar quarter
      commencing on the first such date following the date hereof, with a final
      payment on the Revolving Credit Maturity Date or any earlier date on which
      the
      Commitments shall terminate.

     

    (c)           Letter
      of Credit Fees. The Borrowers shall pay a fee (the “Letter of
      Credit Fee”) equal to the Applicable L/C Margin multiplied by the
      Maximum Drawing Amount of each Letter of Credit.  Such Letter of
      Credit Fee shall be payable to the

     

    
      
        
        

      

      
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    Administrative
      Agent for the account of the Revolving Credit Lenders, to be shared pro
      rata by the Revolving Credit Lenders in accordance with their respective
      Commitment Percentages.  The Borrowers shall also pay a fee (the
“Issuance Fee”) to the Issuing Lender, for its own account, equal to
      0.125% per annum on the Maximum Drawing Amount of all Letters of Credit issued
      by such Issuing Lender, plus its customary administrative
      charges.  The Letter of Credit Fee and the Issuance Fee shall be
      payable for the number of days each Letter of Credit is outstanding, and shall
      be payable quarterly in arrears on the first day of each calendar quarter for
      the immediately preceding calendar quarter, and on the Revolving Credit Maturity
      Date.

     

    §4.2.  Payments.

     

    (a)           All
      payments of principal, interest, Reimbursement Obligations, fees and any other
      amounts due hereunder or under any of the other Loan Documents shall be made
      to
      the Administrative Agent, for the respective accounts of the Lenders and the
      Administrative Agent, to be received at the Administrative Agent’s Office in
      immediately available funds by 12:00 noon (Boston time) on any due
      date.

     

    (b)           All
      payments by the Borrowers hereunder and under any of the other Loan Documents
      shall be made without setoff or counterclaim and free and clear of and without
      deduction for any taxes, levies, imposts, duties, charges, fees, deductions,
      withholdings, compulsory loans, restrictions or conditions of any nature now
      or
      hereafter imposed or levied by any jurisdiction or any political subdivision
      thereof or taxing or other authority therein unless the Borrowers are compelled
      by law to make such deduction or withholding.  If any such obligation
      is imposed upon the Borrowers with respect to any amount payable by them
      hereunder or under any of the other Loan Documents, the Borrowers will pay
      to
      the Administrative Agent, for the account of the Lenders or (as the case may
      be)
      the Administrative Agent, on the date on which such amount is due and payable
      hereunder or under such other Loan Document, such additional amount in Dollars
      as shall be necessary to enable the Lenders or the Administrative Agent to
      receive the same net amount which the Lenders or the Administrative Agent would
      have received on such due date had no such obligation been imposed upon the
      Borrowers.  In the event that the Borrowers are required to make such
      deduction or withholding as a result of the fact that a Lender is organized
      outside of the United States, such Lender shall use its reasonable best efforts
      to transfer its Loans to an affiliate organized within the United States if
      such
      transfer would have no adverse effect on such Lender or the
      Loans.  The Borrowers will deliver promptly to the Lender certificates
      or other valid vouchers for all taxes or other charges deducted from or paid
      with respect to payments made by the Borrowers hereunder or under such other
      Loan Document.

     

    (c)           Whenever
      a payment hereunder or under any of the other Loan Documents becomes due on
      a
      day that is not a Business Day, the due date for such payment shall be extended
      to the next succeeding Business Day, and interest shall accrue during such
      extension; provided that any Interest Period for any Eurodollar Loan
      which ends on a day that is not a Eurodollar Business Day shall end on the
      next
      succeeding Eurodollar Business Day unless the result of such extension would
      be
      to carry such

     

    
      
        
        

      

      
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    Interest
      Period into another calendar month, in which
      event such Interest Period shall end on the immediately preceding Eurodollar
      Business Day.
       

    

    (d)           Each
      Lender and the Administrative Agent that is not a U.S. Person as defined in
      Section 7701(a)(30) of the Code for federal income tax purposes (a “Non-U.S.
      Lender”) hereby agrees that, if and to the extent it is legally able to do
      so, it shall, prior to the date of the first payment by the Borrowers hereunder
      to be made to such Lender or the Administrative Agent or for such Lender’s or
      the Administrative Agent’s account, deliver to the Borrowers and the
      Administrative Agent, as applicable, such certificates, documents or other
      evidence, as and when required by the Code or Treasury Regulations issued
      pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a
      “bank” for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed
      copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other
      certificate or statement of exemption required by Treasury Regulations, or
      any
      subsequent versions thereof or successors thereto, properly completed and duly
      executed by such Lender or the Administrative Agent establishing that with
      respect to payments of principal, interest or fees hereunder it is (i) not
      subject to United States federal withholding tax under the Code because such
      payment is effectively connected with the conduct by such Lender or
      Administrative Agent of a trade or business in the United States or (ii) totally
      exempt or partially exempt from United States federal withholding tax under
      a
      provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender
      that is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, a
      certificate in form and substance reasonably satisfactory to the Administrative
      Agent and the Borrowers and to the effect that (i) such Non-U.S. Lender is
      not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is not subject to
      regulatory or other legal requirements as a bank in any jurisdiction, and has
      not been treated as a bank for purposes of any tax, securities law or other
      filing or submission made to any governmental authority, any application made
      to
      a rating agency or qualification for any exemption from any tax, securities
      law
      or other legal requirements, (ii) is not a ten (10) percent shareholder for
      purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled
      foreign corporation receiving interest from a related person for purposes of
      Section 881(c)(3)(C) of the Code, together with a properly completed Internal
      Revenue Service Form W-8 or W-9, as applicable (or successor
      forms).  Each Lender or the  Administrative Agent agrees
      that it shall, promptly upon a change of its lending office or the selection
      of
      any additional lending office, to the extent the forms previously delivered
      by
      it pursuant to this section are no longer effective, and promptly upon the
      Borrowers’ or the Administrative Agent’s reasonable request after the occurrence
      of any other event (including the passage of time) requiring the delivery of
      a
      Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement
      of
      the forms previously delivered, deliver to the Borrowers and the Administrative
      Agent, as applicable, if and to the extent it is properly entitled to do so,
      a
      properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9,
      as
      applicable (or any successor forms thereto).

     

    §4.3.  Computations.  All
      computations of interest on Base Rate Loans shall, unless otherwise expressly
      provided herein, be based on a 365-day year (or 366-day year, as applicable)
      and
      paid for the actual number of days elapsed.  All computations of
      interest on Eurodollar Loans and of Commitment Fees, Letter of Credit Fees
      or
      other fees shall, unless

     

    
      
        
        

      

      
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    otherwise
      expressly provided herein, be based on a
      360-day year and paid for the actual number of days elapsed.
       

    

    §4.4.  Capital
      Adequacy.  If any present or future law, governmental
      rule, regulation, policy, guideline or directive (whether or not having the
      force of law) or the interpretation thereof by a court or governmental authority
      with appropriate jurisdiction affects the amount of capital required or expected
      to be maintained by any Lender or the Administrative Agent or any corporation
      controlling such Lender or the Administrative Agent, and such Lender or the
      Administrative Agent determines that the amount of capital required to be
      maintained by it is increased by or based upon the existence of such Lender’s or
      the Administrative Agent’s Loans, Letter of Credit participations or Letters of
      Credit, or commitment with respect thereto, then such Lender or the
      Administrative Agent may notify the Borrowers of such fact.  To the
      extent that the costs of such increased capital requirements are not reflected
      in the Base Rate (if relating to Base Rate Loans), the Borrowers and such Lender
      or (as the case may be) the Administrative Agent shall thereafter attempt to
      negotiate in good faith, within thirty (30) days of the day on which the
      Borrowers receive such notice, an adjustment payable hereunder that will
      adequately compensate such Lender or the Administrative Agent in light of these
      circumstances.  If the Borrowers and such Lender or the Administrative
      Agent are unable to agree to such adjustment within thirty (30) days of the
      date
      on which the Borrowers receive such notice, then commencing on the date of
      such
      notice (but not earlier than the effective date of any such increased capital
      requirement), the fees payable hereunder shall increase by an amount that will,
      in such Lender’s or the Administrative Agent’s reasonable determination, provide
      adequate compensation.  Each Lender and the Administrative Agent shall
      allocate such cost increases among its customers in good faith and on an
      equitable basis.

     

    §4.5.  Certificate.  A
      certificate setting forth any additional amounts payable pursuant to §4.4 and a
      reasonable explanation of such amounts which are due, submitted by any Lender
      or
      the Administrative Agent to the Borrowers, shall be conclusive, absent manifest
      error, that such amounts are due and owing.

     

    §4.6.  Interest
      After Default.

     

    (a)           Interest
      on Overdue Amounts.

     

    (i)           Overdue
      principal on the Loans shall bear interest compounded monthly and payable on
      demand at a rate per annum equal to the rate of interest (including the
      applicable margin as set forth in the Pricing Table) then applicable thereto
      (or, if no rate of interest is then applicable thereto, the Base Rate)
plus two (2) percentage points (2.00%) until such amount shall be paid
      in full (after, as well as before, judgment).

     

    (ii)           If
      any amount (other than principal of any Loan) payable by the Borrower under
      any
      Loan Document is not paid when due, then, upon the request of the Required
      Lenders, such amounts shall thereafter bear interest compounded monthly and
      payable on demand at a rate per annum equal to (A) with respect to Obligations
      other than Letter of Credit Fees, the rate of interest (including the applicable
      margin as set forth in the Pricing Table) then applicable thereto (or,
      if

     

    
      
        
        

      

      
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    no
      rate of interest is then applicable thereto, the
      Base Rate) plus two (2) percentage points (2.00%) and (B) with respect
      to Letter of Credit Fees, the applicable margin applicable to Letter of Credit
      Fees as set forth in the Pricing Table plus two (2) percentage points
      (2.00%), in each case until such amount is paid in full (after, as well as
      before judgment).

     

    (b)           Amounts
      Not Overdue.  While any Event of Default exists, at the
      request of the Required Lenders, (a) the principal of the Loans not overdue
      shall bear interest at a rate per annum equal to the rate of interest (including
      the applicable margin as set forth in the Pricing Table) otherwise applicable
      thereto plus two percentage points (2.00%), and (b) the applicable
      margin applicable to Letter of Credit Fees as set forth in the Pricing Table
      shall be equal to the Letter of Credit Fee otherwise applicable thereto
plus two percentage points (2.00%).

     

    §4.7.  Interest
      Limitation.  Notwithstanding any other term of this
      Credit Agreement or any other document referred to herein, the maximum amount
      of
      interest which may be charged to or collected from any person liable hereunder
      by any Lender shall be absolutely limited to, and shall in no event exceed,
      the
      maximum amount of interest which could lawfully be charged or collected under
      applicable law (including, to the extent applicable, the provisions of Section
      5197 of the Revised Statutes of the United States of America, as amended, 12
      U.S.C. Section 85, as amended), so that the maximum of all amounts constituting
      interest under applicable law, howsoever computed, shall never exceed as to
      any
      Person liable therefor such lawful maximum, and any term of this Credit
      Agreement, the Letter of Credit Applications, or any other document referred
      to
      herein or therein which could be construed as providing for interest in excess
      of such lawful maximum shall be and hereby is made expressly subject to and
      modified by the provisions of this paragraph.

     

    §4.8.  Election
      of Eurodollar Rate; Notice of Election; Interest Periods; Minimum
      Amounts.

     

    (a)           At
      the Borrowers’ option, so long as no Default or Event of Default has occurred
      and is then continuing, the Borrowers may (i) elect to convert any Loan
      which is a Base Rate Loan or a portion thereof to a Eurodollar Loan,
      (ii) at the time of any Loan and Letter of Credit Request, specify that a
      requested Loan shall be a Eurodollar Loan, or (iii) upon expiration of the
      applicable Interest Period, elect to maintain an existing Eurodollar Loan as
      such, provided that the Borrowers give notice to the Administrative Agent
      pursuant to §4.8(b) hereof.  Upon determining any Eurodollar Rate, the
      Administrative Agent shall forthwith provide notice thereof to the Borrowers
      and
      the Lenders, and each such notice to the Borrowers and the Lenders shall be
      considered primafacie correct and binding, absent manifest
      error.

     

    (b)           Three
      (3) Eurodollar Business Days prior to the making of any Eurodollar Loan or
      the
      conversion of any Base Rate Loan to a Eurodollar Loan, or, in the case of an
      outstanding Eurodollar Loan, the expiration date of the applicable Interest
      Period, the Borrowers shall give telephonic notice (confirmed by telecopy on
      the
      same Eurodollar Business Day) to the Administrative Agent not later than
      11:00 a.m. (Boston time) of their election pursuant to
§4.8(a).  Each such notice delivered to the
      Administrative

     

    
      
        
        

      

      
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    Agent
      shall specify the aggregate principal amount of
      the Loans to be borrowed or maintained as or converted to Eurodollar Loans
      and
      the requested duration of the Interest Period that will be applicable to such
      Eurodollar Loan, and shall be irrevocable and binding upon the
      Borrowers.  If the Borrowers shall fail to give the Administrative
      Agent notice of their election hereunder together with all of the other
      information required by this §4.8(b) with respect to any Loan, such Loan shall
      be deemed a Base Rate Loan.  In the event that the Borrowers fail to
      provide any such notice with respect to the continuation of any Eurodollar
      Loan
      as such, then such Eurodollar Loan shall be automatically converted to a Base
      Rate Loan at the end of the then expiring Interest Period relating
      thereto.

     

    (c)           Notwithstanding
      anything herein to the contrary, the Borrowers may not specify an Interest
      Period that would extend beyond the Revolving Credit Maturity Date.

     

    (d)           All
      Revolving Credit Loans shall be in a minimum amount of $1,000,000 or integral
      multiples of $100,000 in excess thereof.  In no event shall the
      Borrowers have more than ten (10) different maturities of Eurodollar Loans
      outstanding at any time.

     

    §4.9.  Eurodollar
      Indemnity.  The Borrowers agree to indemnify the Lenders
      and the Administrative Agent and to hold  them harmless from and
      against any loss, cost or expenses (including loss of anticipated profits)
      that
      the Lenders and the Administrative Agent may sustain or incur as a consequence
      of (a) default by the Borrowers in payment of the principal amount of or any
      interest on any Eurodollar Loans as and when due and payable, including any
      such
      loss or expense arising from interest or fees payable by any Lender or the
      Administrative Agent to lenders of funds obtained by it in order to maintain
      its
      Eurodollar Loans, (b) a prepayment of principal on any Eurodollar Loan,
      including prepayments which are the result of acceleration by the Lenders,
      or
      (c) default by the Borrowers in making a borrowing or conversion after the
      Borrowers have given (or are deemed to have given) notice pursuant to §2.5 or
§4.8, the making of any payment of a Eurodollar Loan or the making of any
      conversion of any such Eurodollar Loan to a Base Rate Loan on a day that is
      not
      the last day of the applicable Interest Period with respect thereto, including
      interest or fees payable by any Lender to lenders of funds obtained by it in
      order to maintain any such Loans or upon a transfer of interest in Eurodollar
      Rate Loans to any new Lender pursuant to §2.11.

     

    §4.10.  Illegality;
      Inability to Determine Eurodollar Rate.  Notwithstanding
      any other provision of this Credit Agreement, if (a) the introduction of, any
      change in, or any change in the interpretation of, any law or regulation
      applicable to the Administrative Agent or any Lender shall make it unlawful,
      or
      any central bank or other governmental authority having jurisdiction thereof
      shall assert that it is unlawful, for any Lender or the Administrative Agent
      to
      perform its obligations in respect of any Eurodollar Loans, or (b) if any
      Lender or the Administrative Agent shall reasonably determine with respect
      to
      Eurodollar Loans that (i) by reason of circumstances affecting any Eurodollar
      interbank market, adequate and reasonable methods do not exist for ascertaining
      the Eurodollar Rate which would otherwise be applicable during any Interest
      Period, or (ii) deposits of Dollars in the relevant amount for the relevant
      Interest Period are not available to such Lender or the Administrative Agent
      in
      any Eurodollar interbank market, or (iii) the Eurodollar Rate does not or will
      not accurately reflect the cost to such Lender or the Administrative Agent
      of
      obtaining or maintaining the applicable Eurodollar

     

    
      
        
        

      

      
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    Loans  during
      any Interest Period, then
      such Lender or the Administrative Agent shall promptly give telephonic, telex
      or
      cable notice of such determination to the Borrowers (which notice shall be
      conclusive and binding upon the Borrowers).  Upon such notification by
      such Lender or the Administrative Agent, the obligation of such Lender or the
      Administrative Agent to make Eurodollar Loans shall be suspended until such
      Lender or the Administrative Agent determines that such circumstances no longer
      exist, and the outstanding Eurodollar Loans shall continue to bear interest
      at
      the applicable rate based on the Eurodollar Rate until the end of the applicable
      Interest Period, and thereafter shall be deemed converted to Base Rate Loans
      in
      equal principal amounts.

     

    §4.11.  Additional
      Costs, Etc. 

     

    (a)           Increased
      Costs Generally.  If any present or future applicable law, which
      expression, as used herein, includes statutes, rules and regulations thereunder
      and interpretations thereof by any competent court or by any governmental or
      other regulatory body or official charged with the administration or the
      interpretation thereof and requests, directives, instructions and notices at
      any
      time or from time to time hereafter made upon or otherwise issued to any Lender
      by any central bank or other fiscal, monetary or other authority (whether or
      not
      having the force of law), shall impose on any Lender any tax, levy, impost,
      duty, charge fees, deduction or withholdings of any nature or requirements
      with
      respect to this Credit Agreement, the other Loan Documents, the Loans, such
      Lender’s Commitment, the Letters of Credit or any class of loans or commitments
      or letters of credit of which any of the Loans, the Commitments or the Letters
      of Credit forms a part, and the result of any of the foregoing is:

     

    (i)           to
      increase the cost to such Lender of making, funding, issuing, renewing,
      extending or maintaining the Loans, such Lender’s Commitment, or the Letters of
      Credit; or

     

    (ii)           to
      reduce the amount of principal, interest or other amount payable to such Lender
      hereunder on account of such Lender’s Commitment, the Loans, or drawings under
      the Letters of Credit, or

     

    (iii)           to
      require such Lender to make any payment or to forego any interest or other
      sum
      payable hereunder, the amount of which payment or foregone interest or other
      sum
      is calculated by reference to the gross amount of any sum receivable or deemed
      received by such Lender from the Borrowers hereunder,

     

    then,
      and
      in each such case, the Borrowers will, upon demand made by such Lender at any
      time and from time to time and as often as the occasion therefor may arise,
      pay
      to such Lender such additional amounts as will be sufficient to compensate
      such
      Lender for such additional cost, reduction, payment or foregone interest or
      other sum (after such Lender shall have allocated the same fairly and equitably
      among all customers of any class generally affected thereby).

     

    (b)           Reserves
      on Eurodollar Loans.  The Borrowers shall pay to each Lender, as
      long as such Lender shall be required to maintain reserves with respect to
      liabilities or

     

    
      
        
        

      

      
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    assets
      consisting of or including Eurocurrency funds
      or deposits (currently known as “Eurocurrency liabilities”), additional interest
      on the unpaid principal amount of each Eurodollar Loan equal to the actual
      costs
      of such reserves allocated to such Loan by such Lender (as determined by such
      Lender in good faith, which determination shall be conclusive), which shall
      be
      due and payable on each date on which interest is payable on such Loan,
provided the Borrowers shall have received at least 10 days’ prior notice
      (with a copy to the Administrative Agent) of such additional interest from
      such
      Lender.  If a Lender fails to give notice 10 days prior to the
      relevant Interest Payment Date, such additional interest shall be due and
      payable 10 days from receipt of such notice.

     

    §4.12.  Replacement
      of Lenders.  If any Lender (an “Affected Lender”)
      (i) makes demand upon the Borrowers for (or if the Borrowers are otherwise
      required to pay) amounts pursuant to §§4.4 or 4.11 or (ii) is unable to make or
      maintain Eurodollar Loans as a result of a condition described in §4.10, the
      Borrowers may, within 90 days of receipt of such demand or notice (or the
      occurrence of such other event causing the Borrowers to be required to pay
      such
      compensation or causing §4.10 to be applicable), by notice in writing to the
      Administrative Agent and such Affected Lender (a “Replacement Notice”)
      (A) request the Affected Lender to cooperate with the Borrowers in obtaining
      a
      replacement bank satisfactory to the Administrative Agent and the Borrowers
      (the
“Replacement Lender”); (B) request the non-Affected Lenders to acquire
      and assume all of the Affected Lender’s Loans and Commitment, as provided
      herein, but none of such Lenders shall be under an obligation to do so; or
      (C)
      designate a Replacement Lender reasonably satisfactory to the Administrative
      Agent.  If any satisfactory Replacement Lender shall be obtained,
      and/or any of the non-Affected Lenders shall agree to acquire and assume all
      of
      the Affected Lender’s Loans and Commitment, then such Affected Lender shall, so
      long as no Event of Default shall have occurred and be continuing, assign,
      in
      accordance with §16, all of its Commitment, Loans and other rights and
      obligations under this Credit Agreement and all other Loan Documents to such
      Replacement Lender or non-Affected Lenders, as the case may be, in exchange
      for
      payment of the principal amount so assigned and all interest and fees accrued
      on
      the amount so assigned, plus all other Obligations then due and payable to
      the
      Affected Lender; provided, however, that (i) such assignment shall
      be without recourse, representation or warranty and shall be on terms and
      conditions reasonably satisfactory to such Affected Lender and such Replacement
      Lender and/or non-Affected Lenders, as the case may be, and (ii) prior to
      any such assignment, the Borrowers shall have paid to such Affected Lender
      all
      amounts properly demanded and unreimbursed under §§4.4, 4.9, 4.10 and
      4.11.  Upon the effective date of such assignment, and such
      Replacement Lender and/or non-Affected Lenders shall become a “Lender” for all
      purposes under this Credit Agreement and the other Loan Documents.

     

    §4.13.  Concerning
      Joint and Several Liability of the Borrowers.

     

    (a)           Each
      Borrower accepts joint and several liability for the Obligations of all of
      the
      Borrowers hereunder and under the other Loan Documents in consideration of
      the
      financial accommodations to be provided by the Administrative Agent and the
      Lenders under this Credit Agreement, for the mutual benefit, directly and
      indirectly, of each Borrower and in consideration of the undertakings of each
      other Borrower to accept joint and several liability for the
      Obligations.

     

    
      
        
        

      

      
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    (b)           Each
      Borrower, jointly and severally, hereby irrevocably and unconditionally accepts,
      not merely as a surety but also as a co-debtor, joint and several liability
      with
      the other Borrowers with respect to the payment and performance of all of the
      Obligations (including, without limitation, any Obligations arising under this
      §4.13), it being the intention of the parties hereto that all of the Obligations
      shall be the joint and several Obligations of each Borrower without preferences
      or distinction among them.

     

    (c)           If
      and to the extent that any of the Borrowers shall fail to make any payment
      with
      respect to any of the Obligations as and when due or to perform any of the
      Obligations in accordance with the terms thereof, then in each such event the
      other Borrowers will make such payment with respect to, or perform, such
      Obligation.

     

    (d)           The
      Obligations of each Borrower under the provisions of this §4.13 constitute full
      recourse Obligations of each Borrower enforceable against each such Borrower
      to
      the full extent of its properties and assets, irrespective of the validity,
      regularity or enforceability of this Credit Agreement or any other circumstance
      whatsoever.

     

    (e)           Except
      as otherwise expressly provided in this Credit Agreement, each Borrower, to
      the
      fullest extent permitted by applicable law, hereby waives notice of acceptance
      of its joint and several liability, notice of any Loans made under this Credit
      Agreement, notice of any action at any time taken or omitted by the
      Administrative Agent or the Lenders under or in respect of any of the
      Obligations, and, generally, to the extent permitted by applicable law, all
      demands, notices and other formalities of every kind in connection with this
      Credit Agreement.  Each Borrower, to the fullest extent permitted by
      applicable law, hereby waives all defenses which may be available by virtue
      of
      any valuation, stay, moratorium law or other similar law now or hereafter in
      effect, any right to require the marshaling of assets of the Borrowers and
      any
      other Person primarily or secondarily liable with respect to any of the
      Obligations and all suretyship defenses generally.  Each Borrower, to
      the fullest extent permitted by applicable law, hereby assents to, and waives
      notice of, any extension or postponement of the time for the payment of any
      of
      the Obligations, the acceptance of any payment of any of the Obligations, the
      acceptance of any partial payment thereon, any waiver, consent or other action
      or acquiescence by the Lenders at any time or times in respect of any default
      by
      any of the Borrowers in the performance or satisfaction of any term, covenant,
      condition or provision of this Credit Agreement, any and all other indulgences
      whatsoever by the Lenders in respect of any of the Obligations, and the taking,
      addition, substitution or release, in whole or in part, at any time or times,
      of
      any security for any of the Obligations or the addition, substitution or
      release, in whole or in part, of any of the Borrowers.  Without
      limiting the generality of the foregoing, each Borrower assents to any other
      action or delay in acting or failure to act on the part of the Lenders with
      respect to the failure by any of the Borrowers to comply with any of its
      respective Obligations, including, without limitation, any failure strictly
      or
      diligently to assert any right or to pursue any remedy or to comply fully with
      applicable laws or regulations thereunder, which might, but for the provisions
      of this §4.13, afford grounds for terminating, discharging or relieving any of
      the Borrowers, in whole or in part, from any of its Obligations under this
      §4.13, it being the intention of each Borrower that, so long as any

     

    
      
        
        

      

      
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    of
      the Obligations hereunder remain unsatisfied, the
      Obligations of such Borrowers under this §4.13 shall not be discharged except by
      performance and then only to the extent of such performance.  The
      Obligations of each Borrower under this §4.13 shall not be diminished or
      rendered unenforceable by any winding up, reorganization, arrangement,
      liquidation, re-construction or similar proceeding with respect to any of the
      Borrowers, the Administrative Agent or the Lenders.  The joint and
      several liability of the Borrowers hereunder shall continue in full force and
      effect notwithstanding any absorption, merger, amalgamation or any other change
      whatsoever in the name, membership, constitution or place of formation of any
      of
      the Borrowers, the Administrative Agent or the Lenders.
       

    

    (f)           To
      the extent any Borrower makes a payment hereunder in excess of the aggregate
      amount of the benefit received by such Borrower in respect of the extensions
      of
      credit under the Credit Agreement (the “Benefit Amount”), then such
      Borrower, after the payment in full, in cash, of all of the Obligations, shall
      be entitled to recover from each other Borrower such excess payment, pro
      rata, in accordance with the ratio of the Benefit Amount received by each
      such other Borrower to the total Benefit Amount received by all Borrowers,
      and
      the right to such recovery shall be deemed to be an asset and property of such
      Borrower so funding; provided, that each Borrower hereby agrees that it
      will not enforce any of its rights of contribution or subrogation against the
      other Borrowers with respect to any liability incurred by it hereunder or under
      any of the other Loan Documents, any payments made by it to any of the Lenders
      or the Administrative Agent with respect to any of the Obligations or any
      collateral security therefor until such time as all of the Obligations have
      been
      irrevocably paid in full in cash.  Any claim which any Borrower may
      have against any other Borrower with respect to any payments to the Lenders
      or
      the Administrative Agent hereunder or under any other Loan Document are hereby
      expressly made subordinate and junior in right of payment, without limitation
      as
      to any increases in the Obligations arising hereunder or thereunder, to the
      prior payment in full of the Obligations and, in the event of any insolvency,
      bankruptcy, receivership, liquidation, reorganization or other similar
      proceeding under the laws of any jurisdiction relating to any Borrower, its
      debts or its assets, whether voluntary or involuntary, all such Obligations
      shall be paid in full before any payment or distribution of any character,
      whether in cash, securities or other property, shall be made to any other
      Borrower therefor.

     

    (g)           Each
      Borrower hereby agrees that the payment of any amounts due with respect to
      the
      Indebtedness owing by any Borrower to any other Borrower is hereby subordinated
      to the prior payment in full in cash of the Obligations.  Each
      Borrower hereby agrees that after the occurrence and during the continuance
      of
      any Default or Event of Default, such Borrower will not demand, sue for or
      otherwise attempt to collect any such Indebtedness of any other Borrower owing
      to such Borrower until the Obligations shall have been paid in full in
      cash.  If, notwithstanding the foregoing sentence, such Borrower shall
      collect, enforce or receive any amounts in respect of such Indebtedness before
      payment in full in cash of the Obligations, such amounts shall be collected,
      enforced, received by such Borrower as trustee for the Administrative Agent
      and
      be paid over to the Administrative Agent for the pro rata accounts of
      the Lenders (in accordance with each such Lender’s Commitment Percentage) to be
      applied to repay (or be held as security for the repayment of) the
      Obligations.

     

    
      
        
        

      

      
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    (h)           The
      provisions of this §4.13 are made for the benefit of the Administrative Agent
      and the Lenders and their successors and assigns, and may be enforced in good
      faith by them from time to time against any or all of the Borrowers as often
      as
      the occasion therefor may arise and without requirement on the part of the
      Administrative Agent or the Lenders first to marshal any of their claims or
      to
      exercise any of their rights against any other Borrower or to exhaust any
      remedies available to them against any other Borrower or to resort to any other
      source or means of obtaining payment of any of the Obligations hereunder or
      to
      elect any other remedy.  The provisions of this §4.13 shall remain in
      effect until all of the Obligations shall have been paid in full or otherwise
      fully satisfied.  If at any time, any payment, or any part thereof,
      made in respect of any of the Obligations, is rescinded or must otherwise be
      restored or returned by the Administrative Agent or the Lenders upon the
      insolvency, bankruptcy or reorganization of any of the Borrowers or is repaid
      in
      good faith settlement of a pending or threatened avoidance claim, or otherwise,
      the provisions of this §4.13 will forthwith be reinstated in effect, as though
      such payment had not been made.

     

    (i)           It
      is the intention and agreement of the Borrowers and the Lenders that the
      obligations of the Borrowers under this Credit Agreement shall be valid and
      enforceable against the Borrowers to the maximum extent permitted by applicable
      law.  Accordingly, if any provision of this Credit Agreement creating
      any obligation of the Borrowers in favor of the Lenders shall be declared to
      be
      invalid or unenforceable in any respect or to any extent, it is the stated
      intention and agreement of the Borrowers and the Lenders that any balance of
      the
      obligation created by such provision and all other obligations of the Borrowers
      to the Lenders created by other provisions of this Credit Agreement shall remain
      valid and enforceable.  Likewise, if by final order a court of
      competent jurisdiction shall declare any sums which the Lenders may be otherwise
      entitled to collect from the Borrowers under this Credit Agreement to be in
      excess of those permitted under any law (including any federal or state
      fraudulent conveyance or like statute or rule of law) applicable to the
      Borrowers’ obligations under this Credit Agreement, it is the stated intention
      and agreement of the Borrowers and the Lenders that all sums not in excess
      of
      those permitted under such applicable law shall remain fully collectible by
      the
      Lenders from the Borrowers.

     

    (j)           Each
      of the Borrowers waives any rights and defenses that are or may become available
      to such Borrower by reason of Sections 2787 to 2855, inclusive, 2899 and 3433
      of
      the California Civil Code.

     

    (k)           As
      provided below, this Credit Agreement shall be governed by, and construed in
      accordance with, the laws of the State of New York.  The foregoing
      waivers and the provisions hereinafter set forth in this Agreement which pertain
      to California law are included solely out of an abundance of caution, and shall
      not be construed to mean that any of the above referenced provisions of
      California law are in any way applicable to this Credit Agreement or the
      Obligations.

     

    
      
        
        

      

      
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    §5.           REPRESENTATIONS
      AND WARRANTIES.

     

    The
      Borrowers jointly and severally represent and warrant to the Lenders that on
      and
      as of the date of this Credit Agreement, each Drawdown Date, and the date of
      issuance of any Letter of Credit (with any disclosure on a schedule pursuant
      to
      this §5 applying to all relevant representations and warranties, regardless of
      whether such schedule is referenced in each relevant
      representation):

     

    §5.1.  Corporate
      Authority.

     

    (a)           Incorporation;
      Good Standing.  Each Borrower
      (i) is a corporation, partnership, limited liability company or similar
      business entity duly organized, validly existing and in good standing or in
      current status under the laws of its respective state of organization,
      (ii) has all requisite corporate (or equivalent company or partnership)
      power to own its property and conduct its business as now conducted and as
      presently contemplated, and (iii) is in good standing as a foreign
      corporation, partnership, limited liability company or similar business entity
      and is duly authorized to do business in each jurisdiction in which its property
      or business as presently conducted or contemplated makes such qualification
      necessary except where a failure to be in good standing or so qualified would
      not have a Material Adverse Effect.

     

    (b)           Authorization.  The
      execution, delivery and performance of the Loan Documents and the transactions
      contemplated hereby and thereby (i) are within the corporate (or equivalent
      company or partnership) authority of each Borrower, (ii) have been duly
      authorized by all necessary corporate (or equivalent company or partnership)
      proceedings, (iii) do not conflict with or result in any material breach or
      contravention of any provision of law, statute, rule or regulation to which
      any
      Borrower is subject or any judgment, order, writ, injunction, license or permit
      applicable to any Borrower so as to materially adversely affect the assets,
      business or any activity of the Borrowers, and (iv) do not conflict with
      any provision of the corporate charter or bylaws (or the equivalent company
      or
      partnership constitutive documents) of any Borrower or any agreement or other
      instrument binding upon them, including, without limitation, the Permitted
      Debt
      Documents.

     

    (c)           Enforceability.  The
      execution, delivery and performance of the Loan Documents will result in valid
      and legally binding obligations of the Borrowers enforceable against each in
      accordance with the respective terms and provisions hereof and thereof, except
      as enforceability is limited by bankruptcy, insolvency, reorganization,
      moratorium or other laws relating to or affecting generally the enforcement
      of
      creditors’ rights and except to the extent that availability of the remedy of
      specific performance or injunctive relief is subject to the discretion of the
      court before which any proceeding therefor may be brought.

     

    §5.2.  Governmental
      Approvals.  The execution, delivery and performance by
      the Borrowers of the Loan Documents and the transactions contemplated hereby
      and
      thereby do not require any approval or consent of, or filing with, any
      governmental agency or authority other than those already obtained.

     

    
      
        
        

      

      
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    §5.3.  Title
      to Properties; Leases.  The Borrowers own all of the
      assets reflected in the consolidated balance sheets as at the Balance Sheet
      Date
      or acquired since that date (except property and assets sold or otherwise
      disposed of in the ordinary course of business since that date), subject to
      no
      mortgages, capitalized leases, conditional sales agreements, title retention
      agreements, liens or other encumbrances except Permitted Liens.

     

    §5.4.  Financial
      Statements; Solvency.

     

    (a)           There
      has been furnished to the Lenders (i) audited consolidated financial statements
      of the Borrowers dated the Balance Sheet Date and (ii) consolidated financial
      statements of the Borrowers dated the Interim Balance Sheet
      Date.  Said financial statements have been prepared in accordance with
      GAAP and fairly present in all material respects the financial condition of
      the
      Borrowers on a consolidated basis, as at the close of business on the respective
      dates thereof and the results of operations for the respective periods then
      ended.  There are no contingent liabilities of the Borrowers involving
      material amounts, known to the officers of the Borrowers, which have not been
      disclosed in said balance sheets and the related notes thereto or otherwise
      in
      writing to the Lenders.

     

    (b)           The
      Borrowers on a consolidated basis (both before and after giving effect to the
      transactions contemplated by this Credit Agreement) are and will be solvent
      (i.e., they have assets having a fair value in excess of the amount required
      to
      pay their probable liabilities on their existing debts as they become absolute
      and matured) and have, and expect to have, the ability to pay their debts from
      time to time incurred in connection therewith as such debts mature.

     

    §5.5.  No
      Material Changes, Etc.  Since the Interim Balance Sheet
      Date, no Material Adverse Effect has occurred with respect to the financial
      condition or businesses of the Borrowers, taken as a whole, as shown on or
      reflected in the consolidated balance sheet of the Borrowers as of the Interim
      Balance Sheet Date, or the consolidated statement of income for the fiscal
      year
      then ended.  Since the Interim Balance Sheet Date, there have
      not been any Restricted Payments other than as permitted by §7.6
      hereof.

     

    §5.6.  Permits,
      Franchises, Patents, Copyrights, Etc.  Each Borrower
      possess all franchises, patents, copyrights, trademarks, trade names, licenses
      and permits, and rights in respect of the foregoing, adequate for the conduct
      of
      their businesses substantially as now conducted without known conflict with
      any
      rights of others.

     

    §5.7.  Litigation.  Except
      as shown on Schedules 5.7 and 5.16 hereto, there are no actions,
      suits, proceedings or investigations of any kind pending or, to the knowledge
      of
      any Borrower, threatened against any Borrower before any court, tribunal or
      administrative agency or board which, if adversely determined, might, either
      in
      any individual case or in the aggregate, have a Material Adverse
      Effect.

     

    §5.8.  No
      Materially Adverse Contracts, Etc.  No Borrower is
      subject to any charter, corporate or other legal restriction, or any judgment,
      decree, order, rule or regulation which in the judgment of the Borrowers’
officers has or is expected in the future to have a Material Adverse
      Effect.  No Borrower is a party to any contract or agreement which in
      the judgment of the Borrowers’ officers has or is expected to have
      a

     

    
      
        
        

      

      
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    Material
      Adverse Effect, except as otherwise
      reflected in adequate reserves.

     

    §5.9.  Compliance
      With Other Instruments, Laws, Etc.  No Borrower is
      violating any provision of its charter documents or by-laws (or the equivalent
      company or partnership constitutive documents) or any agreement or instrument
      by
      which any of them may be subject or by which any of them or any of their
      properties may be bound or any decree, order, judgment, or any statute, license,
      rule or regulation, in a manner which could result in the imposition of
      substantial penalties or have a Material Adverse Effect.

     

    §5.10.  Tax
      Status.  Each Borrower has made or filed all federal and
      state income and all other tax returns, reports and declarations required by
      any
      jurisdiction to which any of them is subject (unless and only to the extent
      that
      such Borrower has set aside on its books provisions reasonably adequate for
      the
      payment of all unpaid and unreported taxes); and have paid all taxes and other
      governmental assessments and charges that are material in amount, shown or
      determined to be due on such returns, reports and declarations, except those
      being contested in good faith; and have set aside on their books provisions
      reasonably adequate for the payment of all taxes for periods subsequent to
      the
      periods to which such returns, reports or declarations apply.  There
      are no unpaid taxes in any material amount claimed to be due by the taxing
      authority of any jurisdiction, and the officers of the Borrowers know of no
      basis for any such claim.

     

    §5.11.  No
      Event of Default.  No Default or Event of Default has
      occurred and is continuing as of the date of this Credit Agreement.

     

    §5.12.  Holding
      Company and Investment Company Acts.  No Borrower nor any
      of its Subsidiaries is a “public utility”, as that term is defined under the
      Federal Power Act, as amended, and the regulations of the Federal Energy
      Regulatory Commission (“FERC”) promulgated thereunder.  No
      Borrower nor any of its Subsidiaries (i) is subject to any of the accounting
      or
      cost-allocation requirements of the Public Utility Holding Company Act of 2005,
      or the regulations or orders of the FERC promulgated thereunder or (ii) is
      or is
      required to be registered as an “investment company” under the Investment
      Company Act of 1940.

     

    §5.13.  Absence
      of Financing Statements, Etc.  Other than Permitted
      Liens, there is no financing statement, security agreement, chattel mortgage,
      real estate mortgage or other document filed or recorded with any filing
      records, registry, or other public office, which purports to cover, affect
      or
      give notice of any present or possible future lien on, or security interest
      in,
      any assets or property of any Borrower, or any rights relating
      thereto.

     

    §5.14.  Employee
      Benefit Plans.

     

    (a)           Each
      Employee Benefit Plan and each Guaranteed Pension Plan has been maintained
      and
      operated in compliance in all material respects with the provisions of ERISA
      and, to the extent applicable, the Code, including but not limited to the
      provisions thereunder respecting prohibited transactions and the bonding of
      fiduciaries and other persons handling plan funds as required by §412 of
      ERISA.  Each Borrower has

     

    
      
        
        

      

      
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    heretofore
      delivered to the Administrative Agent the
      most recently completed annual report, Form 5500, with all required attachments,
      and actuarial statement required to be submitted under §103(d) of ERISA, with
      respect to each Guaranteed Pension Plan.

     

    (b)           No
      Employee Benefit Plan, which is an employee welfare benefit plan within the
      meaning of §3(1) or §3(2)(B) of ERISA, provides benefit coverage subsequent to
      termination of employment, except as required by Title I, Part 6 of
      ERISA or the applicable state insurance laws.  A Borrower may
      terminate each such Plan at any time (or at any time subsequent to the
      expiration of any applicable bargaining agreement) in the discretion of such
      Borrower without liability to any Person other than for claims arising prior
      to
      termination.

     

    (c)           Each
      contribution required to be made to a Guaranteed Pension Plan, whether required
      to be made to avoid the incurrence of an accumulated funding deficiency, the
      notice or lien provisions of §302(f) of ERISA, or otherwise, has been timely
      made.  No waiver of an accumulated funding deficiency or extension of
      amortization periods has been received with respect to any Guaranteed Pension
      Plan, and no Borrower nor any ERISA Affiliate is obligated to or has posted
      security in connection with an amendment to a Guaranteed Pension Plan pursuant
      to §307 of ERISA or §401(a)(29) of the Code.  No liability to the PBGC
      (other than required insurance premiums, all of which have been paid) has been
      incurred by any Borrower or any ERISA Affiliate with respect to any Guaranteed
      Pension Plan and there has not been any ERISA Reportable Event (other than
      an
      ERISA Reportable Event as to which the requirement of 30 days notice has been
      waived), or any other event or condition which presents a material risk of
      termination of any Guaranteed Pension Plan by the PBGC. Based on the latest
      valuation of each Guaranteed Pension Plan (which in each case occurred within
      twelve months of the date of this representation), and on the actuarial methods
      and assumptions employed for that valuation, the aggregate benefit liabilities
      of all such Guaranteed Pension Plans within the meaning of §4001 of ERISA did
      not exceed the aggregate value of the assets of all such Guaranteed Pension
      Plans, disregarding for this purpose the benefit liabilities and assets of
      any
      Guaranteed Pension Plan with assets in excess of benefit
      liabilities.

     

    (d)           No
      Borrower nor any ERISA Affiliate has incurred any material liability (including
      secondary liability) to any Multiemployer Plan as a result of a complete or
      partial withdrawal from such Multiemployer Plan under §4201 of ERISA or as a
      result of a sale of assets described in §4204 of ERISA.  No Borrower
      nor any ERISA Affiliate has been notified that any Multiemployer Plan is in
      reorganization or insolvent under and within the meaning of §4241 or §4245 of
      ERISA or is at risk of entering reorganization or becoming insolvent, or that
      any Multiemployer Plan intends to terminate or has been terminated under §4041A
      of ERISA.

     

    §5.15.  Use
      of Proceeds.

     

    §5.15.1.  General.  The
      proceeds of the Loans shall be used solely as
      follows:  (a)  to refinance Indebtedness of the Borrowers
      under the Existing Credit Agreement on the Closing Date; (b) to repay,
      repurchase or refinance in whole or in part Indebtedness

     

    
      
        
        

      

      
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    of
      the Borrowers permitted pursuant to §7.1 in
      accordance with the provisions of §§7.1 and 7.11, (c) to finance acquisitions
      permitted pursuant to §7.4; and (d) for capital expenditures, working capital,
      Letters of Credit, and general corporate purposes.

     

    §5.15.2.  Regulations
      U and X.  No portion of any Loan is to be used, and no
      portion of any Letter of Credit is to be obtained, for the purpose of purchasing
      or carrying any “margin security” or “margin stock” as such terms are used in
      Regulations U and X of the Board of Governors of the Federal Reserve System,
      12
      C.F.R. Parts 221 and 224.

     

    §5.15.3.  Ineligible
      Securities.  No portion of the proceeds of any Loans is
      to be used, and no portion of any Letter of Credit is to be obtained, for the
      purpose of knowingly purchasing, or providing credit support for the purchase
      of, during the underwriting or placement period or within thirty (30) days
      thereafter, any Ineligible Securities underwritten or privately placed by a
      Financial Affiliate.

     

    §5.16.  Environmental
      Compliance.  The Borrowers have taken all necessary steps
      to investigate the past and present condition and usage of the Real Properties
      and the operations conducted thereon and, based upon such diligent
      investigation, have determined that, except as shown on Schedule
      5.16:

     

    (a)           none
      of the Borrowers or Excluded Subsidiaries, nor any operator of their properties,
      is in violation, or alleged violation, of any judgment, decree, order, law,
      permit, license, rule or regulation pertaining to environmental matters,
      including without limitation, those arising under RCRA, CERCLA, the Superfund
      Amendments and Reauthorization Act of 1986 (“SARA”), the Federal Clean Water
      Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any state
      or local or federal or provincial statute, regulation, ordinance, order or
      decree relating to health, safety or the environment (the “Environmental Laws”),
      which violation would have a Material Adverse Effect; and

     

    (b)           except
      where it would not have a Material Adverse Effect, (i) no portion of the Real
      Property has been used for the handling, processing, storage or disposal of
      Hazardous Substances and no underground tank or other underground storage
      receptacle for Hazardous Substances is located on such properties; (ii) in
      the
      course of any activities conducted by the Borrowers, or, to the Borrowers’
knowledge by any other operators of the Real Property, no Hazardous Substances
      have been generated or are being used on such properties; and (iii) there have
      been no unpermitted Releases or threatened Releases of Hazardous Substances
      on,
      upon, into or from the Real Property.

     

    §5.17.  Transactions
      with Affiliates.  Except as disclosed in Schedule
      5.17 or filings made by the Borrowers under the Securities Exchange Act of
      1934 prior to the Closing Date, and except for arm’s length transactions
      pursuant to which a Borrower makes payments in the ordinary course of business
      upon terms no less favorable than such Borrower could obtain from third parties,
      none of the officers, directors, or employees of any Borrower is presently
      a
      party to any transaction with another Borrower (other than for services as
      employees, officers and directors), including any contract, agreement or other
      arrangement providing for the furnishing of services to or by, providing for
      rental of real or personal property to or from, or otherwise requiring payments
      to or from any officer, director or such employee or, to the

     

    
      
        
        

      

      
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    knowledge
      of any Borrower, any corporation,
      partnership, trust or other entity in which any officer, director, or any such
      employee has a substantial interest or is an officer, director, trustee or
      partner.

     

    §5.18.  Subsidiaries.  Schedule
      2 (as updated from time to time pursuant to §6.16) sets forth a complete and
      accurate list of the Subsidiaries of the Parent, including the name of each
      Subsidiary, the location of its chief executive office, and its jurisdiction
      of
      incorporation, together with the number of authorized and outstanding shares
      of
      each Subsidiary.  Each Subsidiary listed on Schedule 2 is
      (a) wholly owned by the Parent (except as noted in such Schedule)
      and (b) is a Borrower hereunder (except the Excluded
      Subsidiaries).  The Parent has good and marketable title to all of the
      shares it purports to own of the stock of each such Subsidiary, and each other
      Borrower has good and marketable title to all of the shares it purports to
      own
      of the stock of such Subsidiary, free and clear in each case of any
      lien.  All such shares have been duly issued and are fully paid and
      non-assessable.

     

    §5.19.  True
      Copies of Charter and Other Documents.  Each Borrower has
      furnished the Administrative Agent copies, in each case true and complete as
      of
      the Closing Date, of its (a) charter and other constitutive documents and
      (b) by-laws (or equivalent constitutive documents), each including any
      amendments thereto.

     

    §5.20.  Disclosure.  Neither
      this Credit Agreement, nor any of the other Loan Documents, nor any document
      or
      information furnished by the Borrowers in connection therewith contains any
      untrue statement of a material fact or omits to state a material fact (known
      to
      any Borrower in the case of any document or information not furnished by the
      Borrowers) necessary in order to make the statements herein or therein not
      misleading.  There is no fact known to any Borrower which materially
      adversely affects, or which is reasonably likely in the future to materially
      adversely affect, the business, assets, or financial condition of any Borrower,
      exclusive of effects resulting from changes in general economic conditions,
      legal standards or regulatory conditions.

     

    §5.21.  Capitalization.  As
      of June 30, 2007, the authorized Capital Stock of the Parent consists of (i)
      150,000,000 shares of common stock (par value $0.01 per share) of which
      81,962,379 shares were outstanding as of such date, and (ii) 7,500,000 shares
      of
      preferred stock of which none were outstanding as of such date.  All
      of such outstanding shares are fully paid and non-assessable.  In
      addition, as of June 30, 2007, the board of directors of the Parent has duly
      reserved (A) 49,704 shares of the Parent’s common stock for issuance pursuant to
      outstanding warrants, (B) 6,108,583 shares of the Parent’s common stock for
      issuance pursuant to outstanding options, (C) 2,574,988 shares of the Parent’s
      common stock for issuance upon the exercise of employee stock options or on
      satisfaction of conditions in restricted stock unit awards, both of which are
      available to be granted pursuant to the Parent’s equity incentive plans, (D)
      245,993 shares of the Parent’s common stock available to be granted pursuant to
      the Parent’s warrant plans, (E) 5,882,354 shares of the Parent’s common stock
      for issuance upon the conversion of the Permitted Debt Notes, (F) 4,872 shares
      of the Parent’s common stock issued and restricted under a restricted stock plan
      for general issuance and (G) subject to clause (C) above, 10,531 shares of
      the
      Parent’s common stock available to be granted under restricted stock
      plans.

     

    
      
        
        

      

      
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    §6.           AFFIRMATIVE
      COVENANTS OF THE BORROWERS.

     

    The
      Borrowers covenant and agree that, so long as any Obligation is outstanding
      or
      any Lender has any obligation to make any Loans or the Administrative Agent
      has
      any obligation to issue, extend or renew any Letters of Credit:

     

    §6.1.Punctual
      Payment.  The Borrowers will duly and punctually pay or
      cause to be paid the principal and interest on the Loans, all Reimbursement
      Obligations, fees and other amounts provided for in this Credit Agreement and
      the other Loan Documents, all in accordance with the terms of this Credit
      Agreement and such other Loan Documents.

     

    §6.2.Maintenance
      of Offices.  The Parent will maintain its chief executive
      offices at 35 Iron Point Circle, Suite 200, Folsom, California 95630-8589,
      and
      each Subsidiary will maintain its chief executive offices at the location set
      forth on Schedule 2, or at such other place in the United States as
      the Borrowers shall designate upon 30 days’ prior written notice to the
      Administrative Agent.

     

    §6.3.Records
      and Accounts.  Each Borrower will (i) keep true and
      accurate records and books of account in which full, true and correct entries
      will be made in accordance with generally accepted accounting principles,
      (ii) maintain adequate accounts and reserves for all taxes (including
      income taxes), depreciation, depletion, obsolescence and amortization of its
      properties, contingencies, and other reserves, and (iii) at all times
      engage the Accountants as the independent certified public accountants of the
      Borrowers.

     

    §6.4.Financial
      Statements, Certificates and
      Information».  The Borrowers will
      deliver to the Lenders:

     

    (a)           within
      five (5) days after the filing with the Securities and Exchange Commission
      of
      the Parent’s Annual Report on Form 10-K with respect to each fiscal year (and in
      any event within 100 days after the end of such fiscal year), the consolidated
      and consolidating balance sheets of the Borrowers as at the end of such year,
      statements of cash flows, and the related consolidated and consolidating
      statements of operations, each setting forth in comparative form the figures
      for
      the previous fiscal year, all such consolidated and consolidating financial
      statements to be in reasonable detail, prepared in accordance with GAAP and,
      with respect to the consolidated financial statements, certified by the
      Accountants;

     

    (b)           within
      five (5) days after the filing with the Securities and Exchange Commission
      of
      the Parent’s Quarterly Report on Form 10-Q with respect to the first three
      fiscal quarters of each fiscal year (and in any event within 55 days after
      the
      end of each such fiscal quarter), copies of the consolidated and consolidating
      balance sheets and statement of operations of the Borrowers as at the end of
      such quarter, subject to year end adjustments, and the related statement of
      cash
      flows, all in reasonable detail and prepared in accordance with GAAP, with
      a
      certification by the principal financial or accounting officer of the Borrowers
      (the “CFO”) that the consolidated financial

     

    
      
        
        

      

      
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    statements
      are prepared in accordance with GAAP and
      fairly present the consolidated financial condition of the Borrowers as at
      the
      close of business on the date thereof and the results of operations for the
      period then ended;

     

    (c)           simultaneously
      with the delivery of the financial statements referred to in (a) and (b) above,
      a statement in the form of Exhibit B hereto (the
“ComplianceCertificate”) certified by the CFO that the Borrowers
      are in compliance with the covenants contained in §8 hereof as of the end of the
      applicable period setting forth in reasonable detail computations evidencing
      such compliance, providedthat if the Borrowers shall at the time
      of issuance of such certificate or at any other time obtain knowledge of any
      Default or Event of Default, the Borrowers shall include in such certificate
      or
      otherwise deliver forthwith to the Lenders a certificate specifying the nature
      and period of existence thereof and what action the Borrowers propose to take
      with respect thereto and a certificate of the Borrowers’ Chief Operating Officer
      in the form attached hereto as Exhibit C with respect to
      environmental matters;

     

    (d)           contemporaneously
      with, or promptly following, the filing or mailing thereof, copies of all
      material of a financial nature filed with the Securities and Exchange Commission
      or sent to the stockholders of the Borrowers; and

     

    (e)           from
      time to time, such other financial data and other information (including
      accountants’ management letters and a copy of the Borrowers’ annual budget and
      projections for any fiscal year) as the Lenders may reasonably
      request.

     

    Borrowers
      shall be deemed to have delivered reports and other information referred to
      in
      clauses (a), (b), and (e) of this §6.4 when (A) such reports or other
      information have been posted on the Internet website of the Securities and
      Exchange Commission (http://www.sec.gov) or on Parent’s Internet website as
      previously identified to the Administrative Agent and Lenders and (B) Parent
      or
      Borrowers have notified the Administrative Agent by electronic mail of such
      posting.

     

    The
      Borrowers hereby acknowledge that (i) the Administrative Agent will make
      available to the Lenders and the Issuing Lender materials and/or information
      provided by or on behalf of the Borrowers hereunder (collectively, “Borrower
      Materials”) by posting Borrower Materials on IntraLinks or another similar
      electronic system (the “Platform”) and (ii) certain of the Lenders may be
“public-side” Lenders (i.e., Lenders that do not wish to receive material
      non-public information with respect to the Borrowers or their securities) (each,
      a “Public Lender”).  The Borrowers hereby agree that (w) all
      Borrower Materials that are to be made available to Public Lenders shall be
      clearly and conspicuously marked “PUBLIC” by the Borrowers, which, at a minimum,
      shall mean that the word “PUBLIC” shall appear prominently on the first page
      thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrowers shall be
      deemed to have authorized the Administrative Agent, the Issuing Lender and
      the
      Lenders to treat such Borrower Materials as either publicly available
      information or not material information (although it may be sensitive and
      proprietary) with respect to the Borrowers or their securities for purposes
      of
      United States Federal and state securities laws; (y) all Borrower Materials
      marked “PUBLIC” are permitted to be made available through a portion of the
      Platform designated “Public Investor”; and (z) the Administrative Agent shall be
      entitled to treat any Borrower Materials that are not marked “PUBLIC” as being
      suitable only for posting on a portion of the Platform not designated “Public
      Investor”.

     

    
      
        
        

      

      
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    §6.5.  Legal
      Existence and Conduct of Business.  Each Borrower will do
      or cause to be done all things necessary to preserve and keep in full force
      and
      effect its legal existence, legal rights and franchises; effect and maintain
      its
      foreign qualifications, licensing, domestication or authorization except as
      terminated by such Borrower’s Board of Directors in the exercise of its
      reasonable judgment and except where the failure of a Borrower to remain so
      qualified would not have a Material Adverse Effect; and shall not become
      obligated under any contract or binding arrangement which, at the time it was
      entered into would have a Material Adverse Effect.  Each Borrower will
      continue to engage primarily in the businesses now conducted by it and in
      related businesses.

     

    §6.6.  Maintenance
      of Properties.  The Borrowers will cause all material
      properties used or useful in the conduct of their businesses to be maintained
      and kept in good condition, repair and working order and supplied with all
      necessary equipment and will cause to be made all necessary repairs, renewals,
      replacements, betterments and improvements thereof, all as in the judgment
      of
      the Borrowers may be necessary so that the businesses carried on in connection
      therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this section shall prevent the
      Borrowers from discontinuing the operation and maintenance of any of their
      properties if such discontinuance is, in the judgment of the Borrowers,
      desirable in the conduct of their business and which does not in the aggregate
      have a Material Adverse Effect.

     

    §6.7.  Insurance.  The
      Borrowers will maintain with financially sound and reputable insurance
      companies, funds or underwriters insurance of the kinds, covering the risks
      (other than risks arising out of or in any way connected with personal liability
      of any officers and directors thereof) and in the relative proportionate amounts
      typically carried by reasonable and prudent companies conducting businesses
      similar to that of the Borrowers.  In addition, the Borrowers will
      furnish from time to time, upon the Administrative Agent’s request, a summary of
      the insurance coverage, which summary shall be in form and substance reasonably
      satisfactory to the Administrative Agent and, if requested by the Administrative
      Agent, will furnish to the Administrative Agent certificates evidencing such
      insurance and, with respect to the certificate evidencing liability insurance,
      naming the Administrative Agent as the certificate holder
      thereunder.  Notwithstanding the foregoing, the Borrowers shall be
      permitted to maintain self insurance programs of the kinds, covering the risks
      and in the relative amounts as more particularly described on
Schedule6.7.

     

    §6.8.  Taxes.  The
      Borrowers will duly pay and discharge, or cause to be paid and discharged,
      before any material penalty accrues thereon, all taxes, assessments and other
      governmental charges (other than taxes, assessments and other governmental
      charges imposed by foreign jurisdictions which in the aggregate are not material
      to the business or assets of any Borrower on an individual basis or of the
      Borrowers on a consolidated basis) imposed upon it and its real properties,
      sales and activities, or any material part thereof, or upon the income or
      profits therefrom, as well as all claims for labor, materials, or supplies,
      which if unpaid might by law become a lien or charge upon any material portion
      of its property, unless such lien is a Permitted Lien; provided,
however, that any such tax, assessment,

     

    
      
        
        

      

      
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    charge,
      levy or claim need not be paid if the
      validity or amount thereof shall currently be contested in good faith by
      appropriate proceedings and if such Borrower shall have set aside on its books
      adequate reserves with respect thereto; and provided, further,
      that the Borrowers will pay all such taxes, assessments, charges, levies or
      claims forthwith upon the commencement of proceedings to foreclose any lien
      which may have attached as security therefor.

     

    §6.9.  Inspection
      of Properties, Books, and Contracts.  The Borrowers will
      permit the Lenders, the Administrative Agent or any of their designated
      representatives, upon reasonable notice and during normal business hours, to
      visit and inspect any of their properties, to examine their books of account
      (including the making of periodic accounts receivable reviews), or contracts
      (and to make copies thereof and extracts therefrom), and to discuss their
      affairs, finances and accounts with, and to be advised as to the same by, their
      officers, all at such times and intervals as the Lenders or the Administrative
      Agent may reasonably request.

     

    §6.10.  Compliance
      with Laws, Contracts, Licenses and Permits; Maintenance of Material Licenses
      and
      Permits.  The Borrowers will and will cause the Excluded
      Subsidiaries to (i) comply with the provisions of their charter documents
      and by-laws (or the equivalent constitutive documents) and all agreements and
      instruments by which they or any of their properties may be bound; and
      (ii) comply with all applicable laws and regulations (including
      Environmental Laws), decrees, orders, judgments, licenses and permits,
      including, without limitation, all environmental permits hereto
      (“ApplicableLaws”), except where noncompliance with such
      Applicable Laws would not have a Material Adverse Effect.  If at any
      time while any Loan or Letter of Credit is outstanding or any Lender or the
      Administrative Agent has any obligation to make Loans or issue Letters of Credit
      hereunder, any authorization, consent, approval, permit or license from any
      officer, agency or instrumentality of any government shall become necessary
      or
      required in order that the Borrowers may fulfill any of their obligations
      hereunder, the Borrowers will immediately take or cause to be taken all
      reasonable steps within the power of the Borrowers to obtain such authorization,
      consent, approval, permit or license and furnish the Lenders with evidence
      thereof.

     

    §6.11.  Environmental
      Indemnification.  Each Borrower covenants and agrees that
      it will indemnify and hold the Lenders harmless from and against any and all
      claims, expense, damage, loss or liability incurred by the Lenders (including
      all costs of legal representation incurred by the Lenders) relating to
      (a) any Release or threatened Release of Hazardous Substances on the Real
      Property; (b) any violation of any Environmental Laws with respect to
      conditions at the Real Property or the operations conducted thereon; or
      (c) the investigation or remediation of offsite locations at which any
      Borrower or its predecessors are alleged to have directly or indirectly disposed
      of Hazardous Substances.  It is expressly acknowledged by each
      Borrower that this covenant of indemnification shall include claims, expense,
      damage, loss or liability incurred by the Lenders based upon the Lenders’
negligence, and this covenant shall survive any foreclosure or any modification,
      release or discharge of the Loan Documents or the payment of the Loans and
      shall
      inure to the benefit of the Lenders, their successors and assigns.

     

    §6.12.  Further
      Assurances.  The Borrowers will cooperate with the
      Lenders and execute such further instruments and documents as the Lenders or
      the
      Administrative Agent shall reasonably request to carry out to the Lenders’
satisfaction the transactions contemplated by this Credit Agreement and the
      Loan
      Documents.

     

    
      
        
        

      

      
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    §6.13.  Notice
      of Potential Claims or Litigation.  The Borrowers will
      deliver to the Lenders, within 30 days of receipt thereof, written notice
      of the initiation of any action, claim, complaint, or any other notice of
      dispute or potential litigation (including without limitation any alleged
      violation of any Environmental Law or any dispute, litigation, investigation
      or
      proceeding between any Borrower and any Governmental Authority), wherein the
      potential liability is in excess of $10,000,000, together with a copy of each
      such notice received by any Borrower or any Excluded Subsidiary.

     

    §6.14.  Notice
      of Certain Events Concerning Insurance and Environmental
      Claims.

     

    (a)           The
      Borrowers will provide the Lenders with written notice as to any material
      cancellation or material change in any insurance of the Borrowers within ten
      (10) Business Days after the Borrowers’ receipt of any written notice of
      such cancellation or change by any of their insurers.

     

    (b)           The
      Borrowers will promptly notify the Lenders in writing of any of the following
      events:

     

    (i)           upon
      obtaining knowledge of any violation of any Environmental Law regarding the
      Real
      Property or any Borrower’s operations, which violation could have a Material
      Adverse Effect; (ii) upon obtaining knowledge of any potential or known
      Release or threat of Release of any Hazardous Substance at, from, or into the
      Real Property which is reportable in writing to any governmental authority
      and
      which is material in amount or nature; (iii) upon receipt of any notice of
      violation of any Environmental Laws or of any Release or threatened Release
      of
      Hazardous Substances, including a notice or claim of liability or potential
      responsibility from any third party (including without limitation any federal,
      state or local governmental officials) and including notice of any formal
      inquiry, proceeding, demand, investigation or other action with regard to (A)
      operation of the Real Property, (B) contamination on, from or into the Real
      Property, or (C) investigation or remediation of offsite locations at which
      any Borrower or any of its predecessors is alleged to have directly or
      indirectly Disposed of Hazardous Substances, which violation or Release in
      any
      such case could have a Material Adverse Effect; or (iv) upon obtaining
      knowledge that any material expense or loss has been incurred by such
      governmental authority in connection with the assessment, containment, removal
      or remediation of any Hazardous Substances with respect to which any Borrower
      may be liable or for which a lien may be imposed on the Real
      Property.

     

    §6.15.  Notice
      of Default.  The Borrowers will promptly notify the
      Lenders in writing of the occurrence of any Default or Event of
      Default.  If any Person shall give any notice or take any other action
      in respect of a claimed default (whether or not constituting an Event of
      Default) under this Credit Agreement or any other note, evidence of
      Indebtedness, indenture or other obligation evidencing Indebtedness in excess
      of
      $15,000,000 as to which any Borrower is a party or obligor, whether as principal
      or surety, the Borrowers shall forthwith give written notice thereof to the
      Lenders, describing the notice or action and the nature of the claimed
      default.

     

    
      
        
        

      

      
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    §6.16.  New
      Subsidiaries.

     

    (a)           Any
      new Subsidiary (other than Excluded Subsidiaries) created or acquired by a
      Borrower as permitted under §7.4 shall become a Borrower
      hereunder.  Such Subsidiary shall become a Borrower hereunder on or
      before the fifteenth (15th) Business
      Day
      after the end of the fiscal quarter in which such Subsidiary was created or
      acquired.  A Subsidiary shall become a Borrower by (x) signing a
      joinder agreement in substantially the form attached hereto as Exhibit E
      or entering into an amendment to this Credit Agreement with the other parties
      hereto and thereto, in form and substance reasonably satisfactory to the
      Administrative Agent, providing that such Subsidiary shall become a Borrower
      hereunder, and (y) providing such other documentation as the Administrative
      Agent may reasonably request, including, without limitation, (i) KYC Requirement
      Information with respect to such new Subsidiary and (ii) documentation with
      respect to the conditions specified in §9 hereof.  In such event, the
      Administrative Agent is hereby authorized by the parties to amend Schedule
      2 to include such new Subsidiary and the KYC Requirement Information in
      respect thereof.

     

    (b)           The
      Parent shall at all times directly or indirectly through a Subsidiary own all
      of
      the Capital Stock of each of the Subsidiaries (other than the Excluded
      Subsidiaries).

     

    §6.17.  Employee
      Benefit Plans.  The Borrowers will (i) promptly upon
      filing the same with the Department of Labor or Internal Revenue Service, upon
      request of the Administrative Agent, furnish to the Administrative Agent a
      copy
      of the most recent actuarial statement required to be submitted under §103(d) of
      ERISA and Annual Report, Form 5500, with all required attachments, in respect
      of
      each Guaranteed Pension Plan and (ii) promptly upon receipt or dispatch,
      furnish to the Administrative Agent any notice, report or demand sent or
      received in respect of a Guaranteed Pension Plan under §§302, 4041, 4042, 4043,
      4063, 4065, 4066 and 4068 of ERISA, or in respect of a Multiemployer Plan,
      under
§§4041A, 4202, 4219, 4242, or 4245 of ERISA.

     

    §6.18.  Additional
      Notices.  The Borrowers will promptly notify the
      Administrative Agent in writing of: 

     

    (a)           any
      material change in accounting policies or financial reporting practices by
      any
      Borrower; or

     

    (b)           any
      notice or announcement by Moody’s, S&P or Fitch (i) of any downgrade in any
      Borrower’s Debt Rating or (ii) that any Borrower’s Debt Rating will be put on a
“negative outlook” or “negative credit watch”.

     

    §7.           CERTAIN
      NEGATIVE COVENANTS OF THE BORROWERS.

     

    The
      Borrowers covenant and agree that, so long as any Obligation is outstanding
      or
      any Lender has any obligation to make any Loans or the Administrative Agent
      has
      any obligation to issue, extend or renew any Letters of Credit:

     

    
      
        
        

      

      
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    §7.1.  Restrictions
      on Indebtedness.  No Borrower shall become or be a
      guarantor or surety of, or otherwise create, incur, assume, or be or remain
      liable, contingently or otherwise, with respect to any Indebtedness, or become
      or be responsible in any manner (whether by agreement to purchase any
      obligations, stock, assets, goods or services, or to supply or advance any
      funds, assets, goods or services or otherwise) with respect to any undertaking
      or Indebtedness of any other Person, or incur any Indebtedness other
      than:

     

    (a)           Indebtedness
      existing on the Closing Date and set forth on Schedule 7.1, including any
      renewals, extensions, refinancings and replacements thereof so long as the
      principal amount thereof (plus all accrued interest on such Indebtedness and
      the
      amount of all fees and expenses, including premiums, incurred in connection
      therewith) is not increased;

     

    (b)           incurrence
      of guaranty, suretyship or indemnification obligations in connection with the
      Borrowers’ performance of services for their respective customers in the
      ordinary course of their businesses;

     

    (c)           Indebtedness
      of one Borrower to another Borrower;

     

    (d)           Indebtedness
      of the Borrowers incurred in connection with the acquisition or lease of any
      equipment or other property by the Borrowers under any Synthetic Lease,
      Capitalized Lease or other lease arrangement or purchase money
      financing;

     

    (e)           Indebtedness
      of the Borrowers with respect to bonds for closure and post-closure obligations
      relating to any landfill owned or operated by the Borrowers and municipal
      collection contracts;

     

    (f)           Indebtedness
      of the Borrowers in respect of Swap Contracts (including fuel price swaps,
      fuel
      price caps, and fuel price collar or floor agreements, and similar agreements
      or
      arrangements) entered into in the ordinary course of business and not for
      speculative purposes;

     

    (g)           Indebtedness
      of the Borrowers with respect to letters of credit of Persons acquired by the
      Borrowers; provided, that such letters of credit shall be retired
      or replaced by Letters of Credit under this Credit Agreement as soon as possible
      but in any event not later than one hundred twenty days (120) days after the
      closing of any such acquisition;

     

    (h)           Indebtedness
      of the Borrowers in respect of IRB’s; provided, that (a) such
      Indebtedness is secured only to the extent such IRB’s are L/C Supported IRB’s
      and (b) after taking into account all Indebtedness incurred pursuant to this
      clause (h), the Borrowers on a consolidated basis shall be in pro forma
      compliance with each of the financial covenants set forth in §8.

     

    (i)           other
      secured Indebtedness (other than as permitted under other subsections hereof),
      not in excess of $20,000,000 in the aggregate at any time outstanding;
      and

     

    
      
        
        

      

      
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    (j)           other
      unsecured Indebtedness; provided, that, at the time of incurrence
      thereof,  the Borrowers shall be in compliance with each of the
      financial covenants set forth in §8 determined on a pro forma basis (including a
      pro forma application of the net proceeds thereof) as if such Indebtedness
      had
      been incurred on the first day of the current Reference Period.

     

    §7.2.  Restrictions
      on Liens.  No Borrower shall create or incur or suffer to
      be created or incurred or to exist any lien, encumbrance, mortgage, pledge,
      charge, restriction or other security interest of any kind upon any property
      or
      assets of any character, whether now owned or hereafter acquired, or upon the
      income or profits therefrom; or transfer any of such property or assets or
      the
      income or profits therefrom for the purpose of subjecting the same to the
      payment of Indebtedness or performance of any other obligation in priority
      to
      payment of its general creditors; or acquire, or agree or have an option to
      acquire, any property or assets upon conditional sale or other title retention
      or purchase money security agreement, device or arrangement; or suffer to exist
      for a period of more than 30 days after the same shall have been incurred any
      Indebtedness or claim or demand against it which if unpaid might by law or
      upon
      bankruptcy or insolvency, or otherwise, be given any priority whatsoever over
      its general creditors; or sell, assign, pledge or otherwise transfer any
      accounts, contract rights, general intangibles or chattel paper, with or without
      recourse, except as follows (the “Permitted Liens”):

     

    (a)           Liens
      to secure taxes, assessments and other government charges in respect of
      obligations not overdue or liens on properties to secure claims for labor,
      material or supplies in respect of obligations not overdue (provided that,
      if
      the obligation with respect to which any such lien arises is being contested
      in
      good faith by appropriate proceedings, such obligation may remain unpaid during
      the pendency of such proceedings as long as the Borrowers shall have set aside
      on their books adequate reserves with respect thereto);

     

    (b)           Deposits
      or pledges made in connection with, or to secure payment of, workmen’s
      compensation, unemployment insurance, old age pensions or other social security
      obligations;

     

    (c)           Liens
      in respect of judgments or awards which have been in force for less than the
      applicable period for taking an appeal so long as execution is not levied
      thereunder or in respect of which the applicable Borrower shall at the time
      in
      good faith be prosecuting an appeal or proceedings for review and in respect
      of
      which a stay of execution shall have been obtained pending such appeal or review
      and in respect of which such Borrower maintains adequate reserves;

     

    (d)           Liens
      of carriers, warehousemen, mechanics and materialmen, and other like liens,
      in
      existence less than 120 days from the date of creation thereof in respect of
      obligations not overdue, providedthat such liens may continue to
      exist for a period of more than 120 days if the validity or amount thereof
      shall
      currently be contested by the applicable Borrower in good faith by appropriate
      proceedings and if such Borrower shall have set aside on its books adequate
      reserves with respect thereto as required by GAAP and
providedfurther that such Borrower will pay any such claim
      forthwith upon commencement of proceedings to foreclose any such
      lien;

     

    
      
        
        

      

      
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    (e)           Encumbrances
      on Real Property consisting of easements, rights of way, zoning restrictions,
      restrictions on the use of real property and defects and irregularities in
      the
      title thereto, landlord’s or lessor’s liens under leases to which any Borrower
      is a party, and other minor liens or encumbrances none of which in the opinion
      of such Borrower interferes materially with the use of the property affected
      in
      the ordinary conduct of the business of such Borrower, which defects do not
      individually or in the aggregate have a Material Adverse Effect;

     

    (f)           Liens
      securing Indebtedness permitted under §7.1(d) incurred in connection with the
      lease or acquisition of property or fixed assets or industrial bond financings,
      providedthat such Liens shall encumber only the property or assets
      so acquired or financed and shall not exceed the purchase price
      thereof;

     

    (g)           Liens
      granted in favor of Evergreen or one of its affiliates on the Evergreen Shares
      (and on any additional shares of Evergreen acquired by the Parent resulting
      from
      the exercise of the Evergreen Option) as security for surety bonds issued by
      Evergreen or such affiliate to the Borrowers;

     

    (h)           Liens,
      whether created by contract, law, regulation or ordinance, securing Indebtedness
      permitted by §§7.1(b), (e) and (g); provided that any security granted therefor
      is limited to (i) rights to payment under, and use of equipment or related
      assets to perform, the contracts to which such guaranty, suretyship or bond
      obligations relate, (ii) Liens arising under the laws of suretyship and (iii)
      similar Liens granted in favor of municipalities or other governmental entities
      pursuant to any Municipal Contract; provided, that such liens (A) encumber
      only
      the containers, bins, carts and vehicles used in connection with such Municipal
      Contract and (B) are promptly released as soon as such release is not prohibited
      under the terms of such Municipal Contract;

     

    (i)           Liens
      listed on Schedule 7.2(i) hereto;

     

    (j)           Liens
      securing Indebtedness permitted under §7.1(h) in the form of L/C Supported
      IRB’s.

     

    (k)           Liens
      securing deposits made on account of liabilities to insurance carriers under
      insurance or self-insurance arrangements;

     

    (l)           Liens
      granted to a Receivables SPV in connection with a Permitted Receivables
      Transaction and securing Indebtedness of the Borrowers and their Subsidiaries
      existing as of the Closing Date and listed on Schedule 7.1 in connection
      therewith, providedthat such Liens attach only to the accounts
      receivable which are the subject of such Indebtedness and to the Capital Stock
      of the Receivables SPV; and

     

    (m)           Liens
      granted in connection with secured Indebtedness incurred pursuant to §§7.1(a) or
      (i).

     

    §7.3.  Restrictions
      on Investments.  The Borrowers may purchase or acquire,
      or make any commitment for the purchase or acquisition of, any Capital Stock,
      or
      other obligations of any other Person, or make or commit to make any acquisition
      under §7.4, or make or commit

     

    
      
        
        

      

      
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    to
      make any advance, loan, guarantee, assumption of
      debt, extension of credit or capital contribution to or any other investment
      in,
      any other Person, so long as (i) the Borrowers are in compliance with each
      of
      the covenants set forth in §8 hereof, determined on a pro forma basis, (ii) at
      the time of such investment, no Default or Event of Default has occurred and
      is
      continuing or would result therefrom and (iii) to the extent such proposed
      investment constitutes a transaction described in §7.4.1, the Borrowers comply
      with the requirements set forth in such §7.4.1.

     

    §7.4.  Merger,
      Consolidation and Disposition of Assets.

     

    §7.4.1.  Mergers
      and Acquisitions.  The Borrowers will not become a party
      to any merger or consolidation, or agree to or effect any asset acquisition
      or
      stock acquisition (other than the acquisition of assets in the ordinary course
      of business consistent with past practices and with respect to asset swaps)
      except the merger or consolidation of, or asset or stock acquisitions between
      existing Borrowers, and except as otherwise provided in this
§7.4.1.  The Borrowers may purchase or otherwise acquire assets or the
      stock or the other equity interests of any other Person; provided
      that:

     

    (a)           the
      Borrowers are in current compliance with and, giving effect to the proposed
      acquisition (including any borrowings made or to be made in connection
      therewith), will continue to be in pro forma compliance with all of the
      covenants in §8 hereof on a pro forma historical combined basis as if the
      transaction occurred on the first day of the period of measurement as determined
      by reference to the Compliance Certificate required to be delivered to the
      Administrative Agent pursuant to §6.4(c) hereof;

     

    (b)           at
      the time of such acquisition, no Default or Event of Default has occurred and
      is
      continuing, and such acquisition will not otherwise create a Default or an
      Event
      of Default hereunder;

     

    (c)           the
      business to be acquired is predominantly in the same lines of business as the
      Borrowers, or businesses reasonably related or incidental thereto (e.g.,
      non-hazardous solid waste collection, transfer, hauling, recycling, or
      disposal);

     

    (d)           all
      of the assets to be acquired shall be owned by an existing or newly created
      Subsidiary of the Parent which Subsidiary shall be or became (in accordance
      with
§6.16) a Borrower hereunder; and

     

    (e)           the
      board of directors and (if required by applicable law) the shareholders, or
      the
      equivalent thereof, of the business to be acquired has approved such
      acquisition;

     

    (f)           if
      such acquisition is made by a merger, a Borrower, or a wholly-owned Subsidiary
      of the Parent which shall become a Borrower in connection with such merger,
      shall be the surviving entity.

     

    §7.4.2.  Disposition
      of Assets.  The Borrowers will not become a party to or
      agree to or effect any disposition of assets, other than (a) the sale of
      inventory, the licensing of intellectual property and the disposition of
      obsolete assets, in each case in the
 

    
      
        
        

      

      
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    ordinary
      course of business consistent with past practices, (b) a
      disposition of assets from a Borrower to any other Borrower, (c) the sale or
      exchange of routes and related assets which in the business judgment of the
      Borrowers will not have a Material Adverse Effect, (d) assets with a fair market
      value of less than $50,000,000 per year transferred in connection with an asset
      sale or swap, which sale or swap in the business judgment of the Borrowers
      does
      not have a Material Adverse Effect and (e) the sale, lease, assignment, transfer
      or other disposition of Receivables in connection with any Permitted Receivables
      Transaction.

     

    §7.5.  Sale
      and Leaseback.  The Borrowers shall not enter into any
      arrangement, directly or indirectly, whereby any Borrower shall sell or transfer
      any property owned by it in order then or thereafter to lease such property
      or
      lease other property which such Borrower intends to use for substantially the
      same purpose as the property being sold or transferred, without the prior
      written consent of the Required Lenders.

     

    §7.6.  Restricted
      Payments and Redemptions.  The Borrowers shall not
      purchase, redeem, retire or otherwise acquire shares of any class of its Capital
      Stock, or make any Restricted Payments (provided, however, that
      neither the exercise of common stock purchase warrants or options to purchase
      common stock on a “cashless” exercise basis under a Borrower’s equity incentive
      plans shall constitute a purchase or redemption of Capital Stock), except that
      (a) a Borrower may make any Restricted Payment to another Borrower, (b) the
      Parent may make any Restricted Payment so long as no Default or Event of Default
      exists or would be created by the making of such Restricted Payment
      (provided, that if as of the end of any fiscal quarter in any fiscal year
      (and after giving effect to any Loans advanced to finance such Restricted
      Payment, if any), the Borrowers shall have on a consolidated basis a Leverage
      Ratio of greater than or equal to 3.00 to 1.00, as determined by reference
      to
      the most recent Compliance Certificate delivered to the Administrative Agent
      pursuant to §6.4, the Borrowers shall not make Restricted Payments in excess of
      $150,000,000 in the aggregate in such fiscal year, unless and until such time
      as
      the Borrowers shall have on a consolidated basis a Leverage Ratio of less than
      3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate
      delivered to the Administrative Agent pursuant to §6.4 hereof;
providedfurther, that if (x) the Borrowers shall be prohibited
      from making Restricted Payments in excess of $150,000,000 in the aggregate
      in
      any fiscal year as a result of the application of the foregoing Leverage Ratio
      and (y) the Borrowers shall have previously made Restricted Payments in an
      aggregate amount greater than or equal to $150,000,000 during such fiscal year,
      the Borrowers shall not be deemed to be in violation of this §7.6 as a result of
      such pre-existing Restricted Payments but shall not make any additional
      Restricted Payments for the remainder of such fiscal year, unless and until
      such
      time as the Borrowers shall have on a consolidated basis a Leverage Ratio of
      less than 3.00 to 1.00 as determined by reference to any subsequent Compliance
      Certificate delivered to the Administrative Agent pursuant to §6.4 hereof) and
      (c) the Borrowers may make cash payments to its employees pursuant to one or
      more profit sharing, equity incentive or other benefit plan.

     

    §7.7.  Employee
      Benefit Plans.  No Borrower nor any ERISA Affiliate
      will:

     

    (a)           engage
      in any “prohibited transaction” within the meaning of §406 of ERISA or §4975 of
      the Code which could result in a material liability for any Borrower;
      or

     

    
      
        
        

      

      
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    (b)           permit
      any Guaranteed Pension Plan to incur an “accumulated funding deficiency”, as
      such term is defined in §302 of ERISA, whether or not such deficiency is or may
      be waived; or

     

    (c)           fail
      to contribute to any Guaranteed Pension Plan to an extent which, or terminate
      any Guaranteed Pension Plan in a manner which, could result in the imposition
      of
      a lien or encumbrance on the assets of any Borrower pursuant to §302(f) or §4068
      of ERISA; or

     

    (d)           amend
      any Guaranteed Pension Plan in circumstances requiring the posting of security
      pursuant to §307 of ERISA or §401(a)(29) of the Code; or

     

    (e)           permit
      or take any action which would result in the aggregate benefit liabilities
      (within the meaning of §4001 of ERISA) of all Guaranteed Pension Plans exceeding
      the value of the aggregate assets of such Plans, disregarding for this purpose
      the benefit liabilities and assets of any such Plan with assets in excess of
      benefit liabilities.

     

    §7.8.  Negative
      Pledges.  Except as required by any
      Municipal Contract, no Borrower shall enter into or permit to exist any
      arrangement or agreement, enforceable under applicable law, which directly
      or
      indirectly prohibits such Borrower from creating or incurring any lien,
      encumbrance, mortgage, pledge, charge, restriction or other security interest
      in
      favor of the Administrative Agent for the benefit of the Lenders and the
      Administrative Agent under the Loan Documents other than customary
      anti-assignment provisions in leases and licensing agreements entered into
      by
      such Borrower in the ordinary course of its business; provided,
however, that this §7.8 shall not prohibit any negative pledge (i)
      incurred or provided in favor of any holder of Indebtedness permitted under
      §7.1, (A) solely to the extent any such negative pledge relates to the property
      financed by such Indebtedness or (B) the terms of which are customary at the
      time of incurrence and are approved by the Administrative Agent in writing,
      (ii)
      with respect to any Subsidiary of Parent imposed pursuant to an agreement which
      has been entered into for the sale or disposition permitted under §7.4.2, or
      (iii) in connection with restrictions imposed by applicable laws.

     

    §7.9.  Business
      Activities.  No Borrower will engage directly or
      indirectly (whether through Subsidiaries or otherwise) in any type of business
      other than the businesses conducted by such Borrower on the Closing Date and
      in
      related businesses.

     

    §7.10.  Transactions
      with Affiliates.  No Borrower will engage in any
      transaction with any Affiliate (other than for services as employees, officers
      and directors), including any contract, agreement or other arrangement providing
      for the furnishing of services to or by, providing for rental of real or
      personal property to or from, or otherwise requiring payments to or from any
      such Affiliate or, to the knowledge of the Borrowers, any corporation,
      partnership, trust or other entity in which any such Affiliate has a substantial
      interest or is an officer, director, trustee or partner, on terms more favorable
      to such Person than would have been obtainable on an arm’s-length basis in the
      ordinary course of business.

     

    
      
        
        

      

      
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    §7.11.  Prepayments
      of Indebtedness.  The Borrowers may prepay, redeem or
      repurchase any Indebtedness incurred by the Borrowers pursuant to §7.1 hereof so
      long as (a) no Default or Event of Default has occurred and is continuing,
      or
      would be created thereby and (b) after giving effect to any such prepayment,
      redemption or repurchase, the Borrowers shall be in compliance with each of
      the
      financial covenants set forth in §8 hereof, determined on a pro forma basis.


     

    §7.12.Accounting
      Changes.  No Borrower will make any change in its
      accounting policies or reporting practices, except as required by
      GAAP.

     

    §8.           FINANCIAL
      COVENANTS.

     

    The
      Borrowers covenant and agree that, so long as any Obligation is outstanding
      or
      any Lender has any obligation to make any Loans or the Administrative Agent
      has
      any obligation to issue, extend or renew any Letters of Credit:

     

    §8.1.  Leverage
      Ratio.  As of the end of each fiscal quarter of the
      Borrowers, the Borrowers will not permit the ratio of Consolidated Total Funded
      Debt to Consolidated EBITDA (the “LeverageRatio”) to exceed
      3.50:1.00 for the Reference Period ending on such date.

     

    §8.2.  Interest
      Coverage Ratio.  As of the end of any fiscal quarter of
      the Borrowers, the ratio of (a) Consolidated EBIT to (b) Consolidated Total
      Interest Expense shall not be less than 2.75:1.00 for the Reference Period
      ending on such date.

     

    §9.           CLOSING
      CONDITIONS.  The obligations of the Lenders to make the
      Loans and the Administrative Agent to issue Letters of Credit on the Closing
      Date and otherwise be bound by the terms of this Credit Agreement shall be
      subject to the satisfaction of each of the following conditions precedent,
      unless satisfaction of any non-material condition as determined by the
      Administrative Agent shall have been waived or extended by the Administrative
      Agent:

     

    §9.1.  Corporate
      Action.  All corporate (or equivalent company or
      partnership) action necessary for the valid execution, delivery and performance
      by the Borrowers of the Loan Documents shall have been duly and effectively
      taken, and satisfactory evidence thereof shall have been provided to the
      Administrative Agent.

     

    §9.2.  Loan
      Documents, Etc. Each of the Loan Documents shall have
      been duly and properly authorized, executed and delivered by the respective
      parties thereto and shall be in full force and effect in a form satisfactory
      to
      the Lenders.

     

    §9.3.  Certificate
      of Secretary; Good Standing Certificates.  The
      Administrative Agent shall have received from each Borrower a certificate as
      to
      the good standing of each from the Secretary of State or other appropriate
      official of the state of its organization, dated no earlier than forty-five
      (45)
      days prior to the Closing Date.  The Administrative Agent shall also
      have received from each Borrower a certificate of its Secretary certifying
      the
      following attachments thereto: (a) a copy of its certificate or articles of
      incorporation or other constitutive documents, in each case as amended to date,
      certified by the Secretary of State or other appropriate official of the state
      of its organization, (b) a true and correct copy of its by-laws (or
      equivalent constitutive documents), including all amendments

     

    
      
        
        

      

      
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    thereto,
      and (c) a true and correct copy of the
      resolutions of its board of directors authorizing the transactions contemplated
      hereunder and under the other Loan Documents.  Such Secretary’s
      Certificate shall also give the name and bear a specimen signature of each
      individual who shall be authorized (i) to sign the Loan Documents on behalf
      of the Borrowers; (ii) to make Loan and Letter of Credit Requests; and
      (iii) to give notices and to take other action on the Borrowers’ behalf
      under the Loan Documents.  

     

    §9.4.  Certificates
      of Insurance.  The Administrative Agent shall have
      received a certificate of insurance signed by the insurer or an agent authorized
      to bind the insurer dated as of the Closing Date, or within 15 days prior
      thereto, identifying insurers, types of insurance, insurance limits, and policy
      terms, and otherwise describing the Borrowers’ insurance coverage.

     

    §9.5.  Legal
      Opinions.  The Administrative Agent shall have received a
      favorable legal opinion from counsel to the Borrowers, addressed to the
      Administrative Agent and the Lenders, dated as of the Closing Date, in form
      and
      substance satisfactory to the Administrative Agent.  

     

    §9.6.  Environmental
      Permit Certificate.  The Lenders shall have received an
      environmental permit certificate in substantially the form of Exhibit C
      from the Borrowers satisfactory to the Administrative Agent concerning principal
      operating permits at the Borrowers’ principal operating facilities.

     

    §9.7.  Payment
      of Fees.  The Borrowers shall have paid any fees
      (including, without limitation, those fees set forth in §4.1 and in the Fee
      Letter) owing to any of the Lenders, the Administrative Agent or the Joint
      Lead
      Arrangers and shall have paid all fees and disbursements of counsel to the
      Administrative Agent invoiced as of the Closing Date.

     

    §9.8.  Closing
      Certificate.  The Administrative Agent shall have
      received a certificate from an authorized officer of the Borrowers, dated as
      of
      the Closing Date, in form and substance satisfactory to the Administrative
      Agent, certifying that as of such date, (i) the representations and
      warranties set forth herein or in any other Loan Document are true and correct,
      (ii) no Default or Event of Default has occurred and is continuing, and (iii)
      that Schedule2 attached hereto lists all of the Subsidiaries of
      the Parent as of the Closing Date.

     

    §9.9.  Closing
      Date Compliance Certificate.  The Administrative Agent
      shall have received a Compliance Certificate from the CFO, dated as of the
      Closing Date, in form and substance satisfactory to the Administrative Agent,
      certifying that the Borrowers are in pro forma compliance as of the Interim
      Balance Sheet Date with each of the financial covenants set forth in
§8.

     

    §9.10.  Projections.  The
      Lenders shall have received the Borrowers’ final financial projections and
      business assumptions covering the period from the Closing Date through the
      Revolving Credit Maturity Date, which shall be in form and substance
      satisfactory to the Administrative Agent and the Joint Lead Arrangers;
provided, that each Lender hereby acknowledges that it has received such
      final projections and business assumptions from the Borrowers, and such final
      projections and business assumptions satisfy the requirements of this
§9.10.

     

    
      
        
        

      

      
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    §9.11.  Termination
      of Existing Credit Agreement.  The Administrative Agent
      shall have received satisfactory evidence that the Existing Credit Agreement
      has
      been terminated and all obligations thereunder have been
      discharged.

     

    §9.12.  Closing
      Documentation, Etc.  Without limiting the generality of
      the provisions of §13 below, for purposes of determining compliance with the
      conditions specified in this §9, each Lender that has signed this Agreement
      shall be deemed to have consented to, approved or accepted or to be satisfied
      with, each document or other matter required thereunder to be consented to
      or
      approved by or acceptable or satisfactory to a Lender unless the Administrative
      Agent shall have received notice from such Lender prior to the proposed Closing
      Date specifying its objection thereto.

     

    §10.           CONDITIONS
      OF ALL LOANS.  The obligations of the Lenders to make any
      Loan (including without limitation the obligation of the Issuing Lender to
      issue, extend or renew any Letter of Credit) on and subsequent to the Closing
      Date is subject to the following conditions precedent:

     

    §10.1.  Representations
      True; No Event of Default.  Each of the representations
      and warranties of the Borrowers contained in this Credit Agreement or in any
      document or instrument delivered pursuant to or in connection with this Credit
      Agreement shall be true as of the date as of which they were made and shall
      also
      be true at and as of the time of any Drawdown Date or the issuance of any Letter
      of Credit with the same effect as if made at and as of that time (except to
      the
      extent of changes resulting from transactions contemplated or permitted by
      this
      Credit Agreement and changes occurring in the ordinary course of business which
      singly or in the aggregate would not have a Material Adverse Effect, or to
      the
      extent that such representations and warranties relate solely and expressly
      to
      an earlier date) and no Default or Event of Default shall have occurred and
      be
      continuing.

     

    §10.2.  Performance;
      No Event of Default.  The Borrowers shall have performed
      and complied with all terms and conditions herein required to be performed
      or
      complied with by the Borrowers prior to or at the time of the making of any
      Loan
      or the issuance of any Letter of Credit, and at the time of making any Loan
      or
      issuance of any Letter of Credit, there shall exist no Event of Default or
      condition which would result in an Event of Default upon the making of such
      Loan
      or the issuance of such Letter of Credit, as the case may be.  Each
      request by the Borrowers for a Loan (including without limitation each request
      for issuance, extension or renewal of a Letter of Credit) subsequent to the
      first Loan made hereunder shall constitute certification by the Borrowers that
      the conditions specified in §§10.1 and 10.2 will be duly satisfied on the date
      of such Loan or Letter of Credit issuance.

     

    §10.3.  No
      Legal Impediment.  No change shall have occurred in any
      law or regulations thereunder or interpretations thereof which in the reasonable
      opinion of the Lenders would make it illegal for the Lenders to make Loans
      hereunder.

     

    §10.4.  Governmental
      Regulation.  The Lenders shall have received such
      statements in form and substance reasonably satisfactory to the Lenders as
      they
      shall require for the purpose of compliance with any applicable regulations
      of
      the Comptroller of the Currency or the Board of Governors of the Federal Reserve
      System.

     

    
      
        
        

      

      
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    §10.5.  Proceedings
      and Documents.  All proceedings in connection with the
      transactions contemplated by this Credit Agreement and all documents incident
      thereto shall have been delivered to the Lenders as of the date hereof in form
      and substance satisfactory to the Lenders (including without limitation an
      initial Loan and Letter of Credit Request), and the Lenders shall have received
      all information and such counterpart originals or certified or other copies
      of
      such documents as the Lenders may reasonably request.

     

    §11.           EVENTS
      OF DEFAULT; ACCELERATION; TERMINATION OF COMMITMENT.

     

    §11.1.  Events
      of Default and Acceleration.  If any of the following
      events (“Events of Default” or, if the giving of notice or the lapse of
      time or both is required, then, prior to such notice and/or lapse of time,
      “Defaults”) shall occur:

     

    (a)           if
      the Borrowers shall fail to pay any principal of the Loans or any Reimbursement
      Obligation when the same shall become due and payable, whether at the Revolving
      Credit Maturity Date, or any accelerated date of maturity or at any other date
      fixed for payment;

     

    (b)           if
      the Borrowers shall fail to pay any interest or fees or other amounts owing
      under the Loan Documents within five (5) Business Days after the same shall
      become due and payable whether at the Revolving Credit Maturity Date or any
      accelerated date of maturity or at any other date fixed for
      payment;

     

    (c)           if
      the Borrowers shall fail to comply with the covenants contained in §§6.5, 6.13,
      6.14, 6.15, 7 or 8;

     

    (d)           if
      the Borrowers shall fail to perform any term, covenant or agreement contained
      herein or in any of the other Loan Documents (other than those specified in
      subsections (a), (b) and (c) above) within 30 days after written notice of
      such failure has been given to the Borrowers by the Administrative Agent or
      any
      Lender;

     

    (e)           if
      any representation or warranty contained in this Credit Agreement or in any
      document or instrument delivered pursuant to or in connection with this Credit
      Agreement shall prove to have been false in any material respect upon the date
      when made or repeated;

     

    (f)           if
      any Borrower or any Excluded Subsidiary shall fail to pay at maturity, or within
      any applicable period of grace, any and all obligations for borrowed money
      (other than the Obligations) or any guaranty with respect thereto in an
      aggregate amount greater than $50,000,000 or fail to observe or perform any
      material term, covenant or agreement contained in any agreement by which it
      is
      bound, evidencing or securing borrowed money in an aggregate amount greater
      than
      $50,000,000 for such period of time as would permit (after the giving of
      appropriate notice if required) the holder or holders thereof or of any
      obligations issued thereunder to accelerate the maturity thereof, unless the
      same shall have been waived by the holder(s) thereof;

     

    
      
        
        

      

      
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    (g)           if
      any Borrower or any Excluded Subsidiary makes an assignment for the benefit
      of
      creditors, or admits in writing its inability to pay or generally fails to
      pay
      its debts as they mature or become due, or petitions or applies for the
      appointment of a trustee or other custodian, liquidator or receiver of any
      Borrower or any Excluded Subsidiary or of any substantial part of the assets
      of
      any Borrower or any Excluded Subsidiary or commences any case or other
      proceeding relating to any Borrower or any Excluded Subsidiary under any
      bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
      dissolution or liquidation or similar law of any jurisdiction, now or hereafter
      in effect, or takes any action to authorize or in furtherance of any of the
      foregoing, or if any such petition or application is filed or any such case
      or
      other proceeding is commenced against any Borrower or any Excluded Subsidiary
      or
      such Borrower or such Excluded Subsidiary indicates its approval thereof,
      consent thereto or acquiescence therein, or such petition or application shall
      not have been dismissed within sixty (60) days following the filing
      thereof;

     

    (h)           a
      decree or order is entered appointing any such trustee, custodian, liquidator
      or
      receiver or adjudicating any Borrower or any Excluded Subsidiary bankrupt or
      insolvent, or approving a petition in any such case or other proceeding, or
      a
      decree or order for relief is entered in respect of any Borrower or any Excluded
      Subsidiary in an involuntary case under applicable bankruptcy laws as now or
      hereafter constituted;

     

    (i)           if
      there shall remain in force, undischarged, unsatisfied and unstayed, for more
      than forty-five (45) days, whether or not consecutive, any final judgment
      against any Borrower or any Excluded Subsidiary which, with other outstanding
      final judgments against the Borrowers and the Excluded Subsidiaries, exceeds
      in
      the aggregate $5,000,000 after taking into account any undisputed insurance
      coverage;

     

    (j)           any
      Borrower or any Excluded Subsidiary or any ERISA Affiliate incurs any liability
      to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an
      aggregate amount exceeding $20,000,000, or any Borrower or any ERISA Affiliate
      is assessed withdrawal liability pursuant to Title IV of ERISA by a
      Multiemployer Plan requiring aggregate annual payments exceeding $5,000,000,
      or
      any of the following occurs with respect to a Guaranteed Pension Plan:
      (i) an ERISA Reportable Event, or a failure to make a required installment
      or other payment (within the meaning of §302(f)(1) of ERISA), provided
      that the Administrative Agent determines in its reasonable discretion that
      such event (A) could be expected to result in liability of any Borrower or
      any Excluded Subsidiary to the PBGC or such Guaranteed Pension Plan in an
      aggregate amount exceeding $20,000,000 and (B) could constitute grounds for
      the termination of such Guaranteed Pension Plan by the PBGC, for the appointment
      by the appropriate United States District Court of a trustee to administer
      such
      Guaranteed Pension Plan or for the imposition of a lien in favor of such
      Guaranteed Pension Plan; or (ii) the appointment by a United States
      District Court of a trustee to administer such Guaranteed Pension Plan; or
      (iii) the institution by the PBGC of proceedings to terminate such
      Guaranteed Pension Plan;

     

    
      (k)           if
        any of the Loan Documents shall be cancelled, terminated, revoked or rescinded,
        in each case otherwise than in accordance with the terms thereof or with
        the

    

     

    
      
        
        

      

      
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    express
      prior written agreement, consent or approval of the Lenders, or any action
      at
      law, suit in equity or other legal proceeding to cancel, revoke or rescind
      any
      of the Loan Documents shall be commenced by or on behalf of any Borrower or
      any
      stockholder of any Borrower who is an officer or director of such Borrower,
      or
      any court or any other governmental or regulatory authority or agency of
      competent jurisdiction shall make a determination that, or issue a judgment,
      order, decree or ruling to the effect that, any one or more of the Loan
      Documents is illegal, invalid or unenforceable in accordance with the terms
      thereof;

     

    (l)           (i)
      the Parent shall at any time, legally or beneficially own less than one hundred
      percent (100%) of the shares of the Capital Stock of each other Borrower
      (directly or indirectly in accordance with §6.16), or (ii) any person or group
      of persons (within the meaning of Section 13 or 14 of the Securities
      Exchange Act of 1934, as amended) shall have acquired beneficial ownership
      (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange
      Commission under said Act) of 25% or more of the outstanding shares of common
      stock of the Parent; or, during any period of twelve consecutive calendar
      months, individuals who were directors of the Parent on the first day of such
      period shall cease to constitute a majority of the board of directors unless
      such new directors were approved by a majority of the directors who were
      directors on the first day of such period; provided, however, that
      any such change of control resulting from an acquisition permitted under §7.4
      shall not constitute a Default or an Event of Default hereunder; or

     

    (m)           a
      “Change of Control” under and as defined in the Permitted Debt Documents shall
      occur;

     

    then,
      and
      in any such event, so long as the same may be continuing, the Administrative
      Agent may, and at the request of the Required Lenders shall, by notice in
      writing to the Borrowers, declare all amounts owing with respect to this Credit
      Agreement and the other Loan Documents and all Reimbursement Obligations to
      be,
      and they shall thereupon forthwith become, immediately due and payable without
      presentment, demand, protest or other notice of any kind, all of which are
      hereby expressly waived by the Borrowers; provided that in the event of
      any Event of Default specified in §§11.1(g) or 11.1(h), all such amounts shall
      become immediately due and payable automatically and without any requirement
      of
      notice from the Administrative Agent or any Lender.  After the
      occurrence of any Event of Default, the Borrowers shall immediately provide
      to
      the Administrative Agent cash in an amount equal to the Maximum Drawing Amount
      of all Letters of Credit outstanding, to be held by the Administrative Agent
      as
      collateral security for the Obligations.

     

    §11.2.  Termination
      of Commitments.  If any Event of Default shall occur and
      be continuing, the Administrative Agent may, and at the request of a majority
      of
      the Revolving Credit Lenders shall, by notice to the Borrowers, terminate the
      unused portion of the Total Revolving Credit Commitment hereunder, and upon
      such
      notice being given, such unused portion of the Total Revolving Credit Commitment
      hereunder shall terminate immediately and the Lenders shall be relieved of
      all
      further obligations to make Loans to or issue Letters of Credit for the account
      of the Borrowers hereunder, provided that in the event of any Event of
      Default specified in §§11.1(g) or 11.1(h), all such amounts shall become
      immediately due and payable

     

    
      
        
        

      

      
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    automatically
      and without any requirement of notice
      from the Administrative Agent or any Lender.  No termination of any
      portion of the Total Revolving Credit Commitment hereunder shall relieve the
      Borrowers of any of their existing Obligations to the Lenders hereunder or
      elsewhere.
       

    

    §11.3.  Remedies.  Subject
      to §12, in case any one or more Events of Default shall have occurred and be
      continuing, and whether or not the Lenders shall have accelerated the maturity
      of the Loans and other Obligations pursuant to §11.1, each Lender may, after
      giving the Borrowers and Administrative Agent written notice three Business
      Days
      before such suit, action or other proceeding, proceed to protect and enforce
      its
      rights by suit in equity, action at law or other appropriate proceeding, whether
      for the specific performance of any covenant or agreement contained in this
      Credit Agreement and the other Loan Documents or any instrument pursuant to
      which the Obligations to such Lender are evidenced, including, without
      limitation, as permitted by applicable law the obtaining of the ex
      parte appointment of a receiver, and, if such amount shall have become due,
      by declaration or otherwise, proceed to enforce the payment thereof or any
      legal
      or equitable right of such Lender.  No remedy herein conferred upon
      any Lender, the Administrative Agent or the holder of any Note or purchaser
      of
      any Letter of Credit Participation is intended to be exclusive of any other
      remedy and each and every remedy shall be cumulative and shall be in addition
      to
      every other remedy given hereunder or now or hereafter existing at law or in
      equity or by statute or any other provision of law.

     

    §11.4.Application
      of Funds.  After the exercise of remedies provided for in
§11.1 above (or after the Loans have automatically become immediately
      due and
      payable and the Letter of Credit Obligations have automatically been required
      to
      be cash collateralized as set forth therein), any amounts received on account
      of
      the Obligations shall be applied by the Administrative Agent in the following
      order:

     

    (a)           First,
      to the payment of, or (as the case may be) the reimbursement of the
      Administrative Agent for or in respect of all reasonable costs, expenses,
      disbursements and losses which shall have been incurred or sustained by the
      Administrative Agent in connection with the collection of such amounts by the
      Administrative Agent, for the exercise, protection or enforcement by the
      Administrative Agent of all or any of the rights, remedies, powers and
      privileges of the Administrative Agent under this Credit Agreement or any of
      the
      other Loan Documents or in support of any provision of adequate indemnity to
      the
      Administrative Agent against any taxes or liens which by law shall have, or
      may
      have, priority over the rights of the Administrative Agent to such
      amounts;

     

    (b)           Second,
      to all other Obligations; provided that distributions shall be made (A)
pari passu among the Obligations (including the Maximum Drawing Amount
      of
      the Letters of Credit); provided, that upon the reduction, cancellation,
      expiration or termination of any Letter of Credit, the Maximum Drawing Amount
      which has been included as an Obligation and any cash collateral held for the
      benefit of the Lenders in respect thereto will be redistributed pari passu
      to
      the Lenders in accordance with this §11.4 with respect to each type of
      Obligation owing to the Lenders, such as interest, principal, fees and expenses,
      among the Lenders pro rata in accordance with the amount of all such
      Obligations outstanding; and

     

    
      
        
        

      

      
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    (c)           Third,
      the excess, if any, shall be returned to the Borrowers or to such other Persons
      as are entitled thereto.

     

    §12.           SETOFF.

     

    If
      an
      Event of Default shall have occurred and be continuing, each Lender, the Issuing
      Lender and each of their respective Affiliates is hereby authorized at any
      time
      and from time to time, to the fullest extent permitted by applicable law, to
      set
      off and apply any and all deposits (general or special, time or demand,
      provisional or final, in whatever currency) at any time held and other
      obligations (in whatever currency) at any time owing by such Lender, the Issuing
      Lender or any such Affiliate to or for the credit or the account of any Borrower
      against any and all of the obligations of such Borrower now or hereafter
      existing under this Agreement or any other Loan Document to such Lender or
      the
      Issuing Lender, irrespective of whether or not such Lender or the Issuing Lender
      shall have made any demand under this Agreement or any other Loan Document
      and
      although such obligations of such Borrower may be contingent or unmatured or
      are
      owed to a branch or office of such Lender or the Issuing Lender different from
      the branch or office holding such deposit or obligated on such
      indebtedness.  The rights of each Lender, the Issuing Lender and their
      respective Affiliates under this Section are in addition to other rights and
      remedies (including other rights of setoff) that such Lender, the Issuing Lender
      or their respective Affiliates may have.  Each Lender and the Issuing
      Lender agrees to notify the Borrowers and the Administrative Agent promptly
      after any such setoff and application, provided that the failure to give such
      notice shall not affect the validity of such setoff and
      application.

     

    §13.           THE
      ADMINISTRATIVE AGENT.

     

    §13.1.  Appointment
      and Authorization.

     

    (a)           Each
      of the Lenders and the Issuing Lender hereby irrevocably appoints Bank of
      America to act on its behalf as the Administrative Agent hereunder and under
      the
      other Loan Documents and authorizes the Administrative Agent to take such
      actions on its behalf and to exercise such powers as are delegated to the
      Administrative Agent by the terms hereof or thereof, together with such actions
      and powers as are reasonably incidental thereto.  The provisions of
      this §13 are solely for the benefit of the Administrative Agent, the Lenders and
      the Issuing Lender, and no Borrower shall have rights as a third party
      beneficiary of any of such provisions.

     

    (b)           The
      relationship between the Administrative Agent and each of the Lenders is that
      of
      an independent contractor.  The use of the term “Administrative Agent”
is for convenience only and is used to describe, as a form of convention, the
      independent contractual relationship between the Administrative Agent and each
      of the Lenders.  Nothing contained in this Credit Agreement nor the
      other Loan Documents shall be construed to create an agency, trust or other
      fiduciary relationship between the Administrative Agent and any of the
      Lenders.

     

    §13.2.  Rights
      as a Lender.  The Person serving as the
      Administrative Agent hereunder shall have the same rights and powers in its
      capacity as a Lender as any other Lender

     

    
      
        
        

      

      
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    and
      may exercise the same as though it were not the
      Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise
      expressly indicated or unless the context otherwise requires, include the Person
      serving as the Administrative Agent hereunder in its individual
      capacity.  Such Person and its Affiliates may accept deposits from,
      lend money to, act as the financial advisor or in any other advisory capacity
      for and generally engage in any kind of business with the Borrowers or any
      Subsidiary or other Affiliate thereof as if such Person were not the
      Administrative Agent hereunder and without any duty to account therefore to
      the
      Lenders.

     

    §13.3.  Exculpatory
      Provisions.  The Administrative Agent
      shall not have any duties or obligations except those expressly set forth herein
      and in the other Loan Documents.  Without limiting the generality of
      the foregoing, the Administrative Agent:

     

    (a)           shall
      not be subject to any fiduciary or other implied duties, regardless of whether
      a
      Default has occurred and is continuing;

     

    (b)           shall
      not have any duty to take any discretionary action or exercise any discretionary
      powers, except discretionary rights and powers expressly contemplated hereby
      or
      by the other Loan Documents that the Administrative Agent is required to
      exercise as directed in writing by the Required Lenders (or such other number
      or
      percentage of the Lenders as shall be expressly provided for herein or in the
      other Loan Documents), provided that the Administrative Agent shall not be
      required to take any action that, in its opinion or the opinion of its counsel,
      may expose the Administrative Agent to liability or that is contrary to any
      Loan
      Document or applicable law; and

     

    (c)           shall
      not, except as expressly set forth herein and in the other Loan Documents,
      have
      any duty to disclose, and shall not be liable for the failure to disclose,
      any
      information relating to any of the Borrowers or any of their respective
      Affiliates that is communicated to or obtained by the Person serving as the
      Administrative Agent or any of its Affiliates in any capacity.

     

    The
      Administrative Agent shall not be liable for any action taken or not taken
      by it
      (i) with the consent or at the request of the Required Lenders (or such other
      number or percentage of the Lenders as shall be necessary, or as the
      Administrative Agent shall believe in good faith shall be necessary, under
      the
      circumstances as provided in §§24 and 11.3 or (ii) in the absence of its own
      gross negligence or willful misconduct.  The Administrative Agent
      shall be deemed not to have knowledge of any Default unless and until notice
      describing such Default is given to the Administrative Agent by the Borrowers,
      a
      Lender or the Issuing Lender.

     

    The
      Administrative Agent shall not be responsible for or have any duty to ascertain
      or inquire into (i) any statement, warranty or representation made in or in
      connection with this Agreement or any other Loan Document, (ii) the contents
      of
      any certificate, report or other document delivered hereunder or thereunder
      or
      in connection herewith or therewith, (iii) the performance or observance of
      any of the covenants, agreements or other terms or conditions set forth herein
      or therein or the occurrence of any Default, (iv) the validity, enforceability,
      effectiveness or genuineness of this Credit Agreement, any other Loan Document
      or any other agreement, instrument or document or (v) the satisfaction of any
      condition set forth in §9 or

     

    
      
        
        

      

      
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    elsewhere
      herein, other than to confirm receipt of
      items expressly required to be delivered to the Administrative Agent.
       

    

    §13.4.  Reliance
      by Administrative Agent.  The
      Administrative Agent shall be entitled to rely upon, and shall not incur any
      liability for relying upon, any notice, request, certificate, consent,
      statement, instrument, document or other writing (including any electronic
      message, Internet or intranet website posting or other distribution) believed
      by
      it to be genuine and to have been signed, sent or otherwise authenticated by
      the
      proper Person.  The Administrative Agent also may rely upon any
      statement made to it orally or by telephone and believed by it to have been
      made
      by the proper Person, and shall not incur any liability for relying
      thereon.  In determining compliance with any condition hereunder to
      the making of a Loan, or the issuance of a Letter of Credit, that by its terms
      must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the
      Administrative Agent may presume that such condition is satisfactory to such
      Lender or the Issuing Lender unless the Administrative Agent shall have received
      notice to the contrary from such Lender or the Issuing Lender prior to the
      making of such Loan or the issuance of such Letter of Credit.  The
      Administrative Agent may consult with legal counsel (who may be counsel for
      the
      Borrowers), independent accountants and other experts selected by it, and shall
      not be liable for any action taken or not taken by it in accordance with the
      advice of any such counsel, accountants or experts.

     

    §13.5.  Delegation
      of Duties.  The Administrative Agent may perform any and
      all of its duties and exercise its rights and powers hereunder or under any
      other Loan Document by or through any one or more sub-agents appointed by the
      Administrative Agent.  The Administrative Agent and any such sub-agent
      may perform any and all of its duties and exercise its rights and powers by
      or
      through their respective Related Parties.  The exculpatory provisions
      of this §13 shall apply to any such sub-agent and to the Related Parties of the
      Administrative Agent and any such sub-agent, and shall apply to their respective
      activities in connection with the syndication of the credit facilities provided
      for herein as well as activities as Administrative Agent.

     

    §13.6.  Resignation
      of Administrative Agent.  The
      Administrative Agent  may. at any time give notice of its resignation
      to the Lenders, the Issuing Lender and the Borrowers.  Upon receipt of
      any such notice of resignation, the Required Lenders shall have the right,
      in
      consultation with the Borrowers, to appoint a successor, which shall be a bank
      with an office in the United States, or an Affiliate of any such bank with
      an
      office in the United States.  If no such successor shall have been so
      appointed by the Required Lenders and shall have accepted such appointment
      within 30 days after the retiring Administrative Agent gives notice of its
      resignation, then the retiring Administrative Agent may on behalf of the Lenders
      and the Issuing Lender, appoint a successor Administrative Agent meeting the
      qualifications set forth above; provided that if the Administrative Agent
      shall notify the Borrowers and the Lenders that no qualifying Person has
      accepted such appointment, then such resignation shall nonetheless become
      effective in accordance with such notice and (1) the retiring
      Administrative Agent shall be discharged from its duties and obligations
      hereunder and under the other Loan Documents and (2) all payments,
      communications and determinations provided to be made by, to or through the
      Administrative Agent shall instead be made by or to each Lender and the Issuing
      Lender directly, until such time as the Required Lenders appoint a successor
      Administrative Agent as provided for above in this Section.  Upon the
      acceptance of a successor’s appointment as Administrative 

     

    
      
        
        

      

      
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      Agent
        hereunder, such successor shall succeed to and become vested with all of
        the
        rights, powers, privileges and duties of the retiring (or retired)
        Administrative Agent, and the retiring Administrative Agent shall be discharged
        from all of its duties and obligations hereunder or under the other Loan
        Documents (if not already discharged therefrom as provided above in this
        Section).  The fees payable by the Borrowers to a successor
        Administrative Agent shall be the same as those payable to its predecessor
        unless otherwise agreed between the Borrowers and such
        successor.  After the retiring Administrative Agent’s resignation
        hereunder and under the other Loan Documents, the provisions of this §13 and §14
        shall continue in effect for the benefit of such retiring Administrative
        Agent,
        its sub-agents and their respective Related Parties in respect of any actions
        taken or omitted to be taken by any of them while the retiring Administrative
        Agent was acting as Administrative Agent.

    

     

    Any
      resignation by Bank of America as Administrative Agent pursuant to this Section
      shall also constitute its resignation as Issuing Lender and Swing Line
      Lender.  Upon the acceptance of a successor’s appointment as
      Administrative Agent hereunder, (a) such successor shall succeed to and become
      vested with all of the rights, powers, privileges and duties of the retiring
      Issuing Lender and Swing Line Lender, (b) the retiring Issuing Lender and Swing
      Line Lender shall be discharged from all of their respective duties and
      obligations hereunder or under the other Loan Documents, and (c) the successor
      Issuing Lender shall issue letters of credit in substitution for the Letters
      of
      Credit, if any, outstanding at the time of such succession or make other
      arrangement satisfactory to the retiring Issuing Lender to effectively assume
      the obligations of the retiring Issuing Lender with respect to such Letters
      of
      Credit.

     

    §13.7.Non-Reliance
      on Administrative Agent and Other
      Lenders.  Each Lender and the Issuing
      Lender acknowledges that it has, independently and without reliance upon the
      Administrative Agent or any other Lender or any of their Related Parties and
      based on such documents and information as it has deemed appropriate, made
      its
      own credit analysis and decision to enter into this Agreement.  Each
      Lender and the Issuing Lender also acknowledges that it will, independently
      and
      without reliance upon the Administrative Agent or any other Lender or any of
      their Related Parties and based on such documents and information as it shall
      from time to time deem appropriate, continue to make its own decisions in taking
      or not taking action under or based upon this Credit Agreement, any other Loan
      Document or any related agreement or any document furnished hereunder or
      thereunder.

     

    §13.8.No
      Other Duties, Etc.  Anything herein to
      the contrary notwithstanding, none of the Joint Lead Arrangers or Syndication
      Agents listed on the cover page hereof shall have any powers, duties or
      responsibilities under this Credit Agreement or any of the other Loan Documents,
      except in its capacity, as applicable, as the Administrative Agent, a Lender
      or
      the Issuing Lender hereunder.

     

    §13.9.  Closing
      Documentation, Etc.  For purposes of
      determining compliance with the conditions set forth in §9, each Lender that has
      executed this Credit Agreement shall be deemed to have consented to, approved
      or
      accepted, or to be satisfied with, each document and matter either sent, or
      made
      available, by the Administrative Agent or the Joint Lead Arrangers to such
      Lender for consent, approval, acceptance or satisfaction, or required thereunder
      to be consented to or approved by or acceptable or satisfactory to such Lender,
      unless an officer of the Administrative Agent or the Joint Lead Arrangers active
      upon the Borrowers’ account shall have

     

    
      
        
        

      

      
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    received
      notice from such Lender prior to the Closing
      Date specifying such Lender’s objection thereto and such objection shall not
      have been withdrawn by notice to the Administrative Agent or the Joint Lead
      Arrangers to such effect on or prior to the Closing Date.  The
      Administrative Agent will forward to each Lender, promptly after the
      Administrative Agent’s receipt thereof, a copy of each notice or other document
      furnished to the Administrative Agent for such Lender hereunder;
provided, however, that notwithstanding the foregoing, the
      Administrative Agent may furnish to the Revolving Credit Lenders a monthly
      summary with respect to Letters of Credit issued hereunder in lieu of copies
      of
      the related Letter of Credit Applications

     

    §13.10.Payments.

     

    §13.10.1.  Payments
      to Administrative Agent.  A payment by any Borrower to
      the Administrative Agent hereunder or any of the other Loan Documents for the
      account of any Lender shall constitute a payment to such Lender.  The
      Administrative Agent agrees promptly to distribute to each Lender such Lender’s
pro rata share of payments received by the Administrative Agent for the
      account of such Lenders except as otherwise expressly provided herein or in
      any
      of the other Loan Documents.

     

    §13.10.2.  Distribution
      by Administrative Agent.  If in the opinion of the
      Administrative Agent the distribution of any amount received by it in such
      capacity under this Credit Agreement, under the Notes or under any of the other
      Loan Documents might involve it in liability, it may refrain from making such
      distribution until its right to make such distribution shall have been
      adjudicated by a court of competent jurisdiction.  If a court of
      competent jurisdiction shall adjudge that any amount received and distributed
      by
      the Administrative Agent is to be repaid, each Person to whom any such
      distribution shall have been made shall either repay to the Administrative
      Agent
      its proportionate share of the amount so adjudged to be repaid or shall pay
      over
      the same in such manner and to such Persons as shall be determined by such
      court.

     

    §13.10.3.  Delinquent
      Lenders.  Notwithstanding anything to the contrary
      contained in this Credit Agreement or any of the other Loan Documents, any
      Lender that fails (a) in the case of a Revolving Credit Lender, to make
      available to the Administrative Agent its pro rata share of any
      Revolving Credit Loan or to purchase any Letter of Credit Participation in
      accordance with the terms hereof or (b) to comply with the provisions of §12
      with respect to making dispositions and arrangements with the other Revolving
      Credit Lenders where such Lender’s share of any payment received, whether by
      setoff or otherwise, is in excess of its pro rata share based on all
      applicable outstanding Loans and Unpaid Reimbursement Obligations of such
      payments, in each case as, when and to the full extent required by the
      provisions of this Credit Agreement, shall be deemed delinquent (a
“Delinquent Lender”) and shall be deemed a Delinquent Lender until such
      time as such delinquency is satisfied.  A Delinquent Lender shall be
      deemed to have assigned any and all payments due to it from the Borrowers to
      the
      remaining nondelinquent Revolving Credit Lenders for application to, and
      reduction of, their respective pro rata shares of the Obligation so
      affected by such delinquency.  The Delinquent Lender hereby authorizes
      the Administrative Agent to distribute such payments to the nondelinquent
      Revolving Credit Lenders in proportion to their respective pro rata
      shares of the Obligations.  A Delinquent Lender shall be deemed to
      have

     

    
      
        
        

      

      
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    satisfied
      in full a delinquency when and if, as a
      result of application of the assigned payments, the Lenders’ respective pro
      rata shares of the Obligations have returned to those in effect immediately
      prior to such delinquency and without giving effect to the nonpayment causing
      such delinquency.

     

    §13.11.  Holders
      of Notes.  The Administrative Agent may deem and treat
      the payee of any Note or the purchaser of any Letter of Credit Participation
      as
      the absolute owner or purchaser thereof for all purposes hereof until it shall
      have been furnished in writing with a different name by such payee or by a
      subsequent holder, assignee or transferee.

     

    §13.12.  Indemnity.  The
      Lenders ratably agree hereby to indemnify and hold harmless the Administrative
      Agent and its Affiliates from and against any and all claims, actions and suits
      (whether groundless or otherwise), losses, damages, costs, expenses (including
      any expenses for which the Administrative Agent or such Affiliate has not been
      reimbursed by the Borrowers as required by §14), and liabilities of every nature
      and character arising out of or related to this Credit Agreement, the Notes,
      or
      any of the other Loan Documents or the transactions contemplated or evidenced
      hereby or thereby, or the Administrative Agent’s or such Affiliate’s actions
      taken hereunder or thereunder, except to the extent that any of the same shall
      be directly caused by the Administrative Agent’s or such Affiliate’s willful
      misconduct or gross negligence.  This §13.12 applies to any Lender
      which is also acting as Administrative Agent solely in its capacity as
      Administrative Agent and such Lender, in its capacity as a Lender, shall be
      liable for its actions and liable to indemnify the Administrative Agent in
      the
      same manner as any other Lender.

     

    §13.13.  Notification
      of Defaults and Events of Default.  Each Lender hereby
      agrees that, upon learning of the existence of a Default or an Event of Default,
      it shall promptly notify the Administrative Agent thereof.  The
      Administrative Agent hereby agrees that upon receipt of any notice under this
      §13.13 it shall promptly notify the other Lenders of the existence of such
      Default or Event of Default.

     

    §13.14.  Administrative
      Agent May File Proofs of Claim.

     

    (a)           In
      case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial,
      administrative or like proceeding or any assignment for the benefit of creditors
      relative to the Borrowers, the Administrative Agent (irrespective of whether
      the
      principal of any Loan, Reimbursement Obligation or Unpaid Reimbursement
      Obligation shall then be due and payable as herein expressed or by declaration
      or otherwise and irrespective of whether the Administrative Agent shall have
      made any demand on the Borrowers) shall be entitled and empowered, by
      intervention in such proceeding, under any such assignment or
      otherwise:

     

    (i)           to
      file and prove a claim for the whole amount of the principal and interest owing
      and unpaid in respect of the Loans, Reimbursement Obligations or Unpaid
      Reimbursement Obligations and all other Obligations that are owing and unpaid
      and to file such other documents as may be necessary or advisable in order
      to
      have the claims of the Lenders and the Administrative Agent (including
      any

     

    
      
        
        

      

      
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    claim
      for the reasonable compensation, expenses,
      disbursements and advances of the Lenders and the Administrative Agent and
      their
      respective agents and counsel and all other amounts due the Lenders and the
      Administrative Agent under §§4.1 and 14) allowed in such
      proceeding or under any such assignment; and

     

    (ii)           to
      collect and receive any monies or other property payable or deliverable on
      any
      such claims and to distribute the same;

     

    (b)           Any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such proceeding or under any such assignment is hereby
      authorized by each Lender to make such payments to the Administrative Agent
      and,
      in the event that the Administrative Agent shall consent to the making of such
      payments directly to the Lenders, nevertheless to pay to the Administrative
      Agent any amount due for the reasonable compensation, expenses, disbursements
      and advances of the Administrative Agent and its agents and counsel, and any
      other amounts due the Administrative Agent under §§4.1 and 14.

     

    (c)           Nothing
      contained herein shall authorize the Administrative Agent to consent to or
      accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
      adjustment or composition affecting the Obligations owed to such Lender or
      the
      rights of any Lender or to authorize the Administrative Agent to vote in respect
      of the claim of any Lender in any such proceeding or under any such
      assignment.

     

    §13.15.  Duties
      of Syndication Agents and Documentation Agents.  Neither
      the Syndication Agent nor the Documentation Agents shall have any right, power,
      obligation, liability, responsibility or duty under this Credit Agreement other
      than those applicable to all Lenders as such.  Without limiting the
      foregoing, neither the Syndication Agents nor the Documentation Agents shall
      have or be deemed to have any fiduciary relationship with any
      Lender.  Each Lender acknowledges that it has not relied, and will not
      rely, on the Syndication Agent or the Documentation Agents in deciding to enter
      into this Credit Agreement or not taking any action hereunder.

     

    §14.           EXPENSES
      AND INDEMNIFICATION.

     

    §14.1.  Expenses.  Whether
      or not the transactions contemplated herein shall be consummated, the Borrowers
      agree to pay (a) the reasonable costs of producing and reproducing this
      Credit Agreement, the other Loan Documents and the other agreements and
      instruments mentioned herein, (b) any taxes (including any interest and
      penalties in respect thereto) payable by the Administrative Agent or any of
      the
      Lenders (other than taxes based upon the Administrative Agent’s or any Lender’s
      net income) on or with respect to the transactions contemplated by this Credit
      Agreement (the Borrowers hereby agreeing to indemnify the Administrative Agent
      and each Lender with respect thereto), (c) the reasonable fees, expenses
      and disbursements of counsel to the Administrative Agent incurred in connection
      with the preparation, syndication, administration or interpretation of the
      Loan
      Documents and other instruments mentioned herein, each closing hereunder, any
      amendments, modifications, approvals, consents or waivers hereto or hereunder,
      or the cancellation of any Loan Document upon payment in full in cash of all
      of
      the Obligations or pursuant to any terms of such Loan

     

    
      
        
        

      

      
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    Document
      providing for such cancellation,
      (d) the reasonable fees, expenses and disbursements of the Administrative
      Agent, the Joint Lead Arrangers, or any of their affiliates incurred by the
      Administrative Agent, the Joint Lead Arrangers, or such affiliate in connection
      with the preparation, syndication, administration or interpretation of the
      Loan
      Documents and other instruments mentioned herein, including all title insurance
      premiums and surveyor, engineering and appraisal charges, (e) all
      reasonable out-of-pocket expenses (including without limitation reasonable
      attorneys’ fees and costs, which attorneys may be employees of any Lender or the
      Administrative Agent, and reasonable consulting, accounting, appraisal,
      investment banking and similar professional fees and charges) incurred by any
      Lender or the Administrative Agent in connection with (i) the enforcement
      of or preservation of rights under any of the Loan Documents against the
      Borrowers or the administration thereof after the occurrence of a Default or
      Event of Default and (ii) any litigation, proceeding or dispute whether
      arising hereunder or under any of the other Loan Documents, in any way related
      to any Lender’s or the Administrative Agent’s relationship with the Borrowers
      and (f) all reasonable fees, expenses and disbursements of the Administrative
      Agent incurred in connection with the release and termination of liens securing
      Indebtedness under the Existing Credit Agreement.

     

    §14.2.  Indemnification.  The
      Borrowers agree to indemnify and hold harmless the Administrative Agent, the
      Joint Lead Arrangers, the Lenders and each of their respective affiliates,
      shareholders, officers, directors, employees, agents, trustees, advisors and
      Administrative Agents (each an “Indemnitee”) from and against any and all
      claims, actions and suits whether groundless or otherwise, and from and against
      any and all liabilities, losses, damages and expenses of every nature and
      character arising out of this Credit Agreement or any of the other Loan
      Documents or the transactions contemplated hereby including, without limitation,
      (a) any actual or proposed use by the Borrowers of the proceeds of any of the
      Loans or Letters of Credit, (b) the Borrowers entering into or performing this
      Credit Agreement or any of the other Loan Documents or (c) with respect to
      the
      Borrowers and their respective properties and assets, the violation of any
      Environmental Law, the Release or threatened Release of any Hazardous Substances
      or any action, suit, proceeding or investigation brought or threatened with
      respect to any Hazardous Substances (including, but not limited to, claims
      with
      respect to wrongful death, personal injury or damage to property), in each
      case
      including, without limitation, the reasonable fees and disbursements of counsel
      and allocated costs of internal counsel incurred in connection with any such
      investigation, litigation or other proceeding; provided, however, that no
      Indemnitee shall have the right to be indemnified hereunder for any such
      liabilities, losses, damages and expenses to the extent incurred as a result
      of
      such Indemnitee’s gross negligence or willful misconduct.  In
      litigation, or the preparation therefor, the Lenders and the Administrative
      Agent, the Joint Lead Arrangers, and their affiliates shall be entitled to
      select their own counsel and, in addition to the foregoing indemnity, the
      Borrowers agree to pay promptly the reasonable fees and expenses of such
      counsel.  If, and to the extent that the obligations of the Borrowers
      under this §14.2 are unenforceable for any reason, the Borrowers hereby agree to
      make the maximum contribution to the payment in satisfaction of such obligations
      which is permissible under applicable law.

     

    §14.3.  Survival.  The
      covenants contained in this §14 shall survive payment (including payment in
      connection with an assignment under §16) or satisfaction in full of all other
      Obligations.

     

    
      
        
        

      

      
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    §15.           SURVIVAL
      OF COVENANTS, ETC.

     

    Unless
      otherwise stated herein, all covenants, agreements, representations and
      warranties made herein, in the other Loan Documents or in any documents or
      other
      papers delivered by or on behalf of the Borrowers pursuant hereto shall be
      deemed to have been relied upon by the Lenders and the Administrative Agent,
      notwithstanding any investigation heretofore or hereafter made by any of them,
      and shall survive the making by the Lenders of the Loans and the issuance,
      extension or renewal of any Letters of Credit, as herein contemplated, and
      shall
      continue in full force and effect so long as any amount due under this Credit
      Agreement or any Letter of Credit remains outstanding and unpaid or any Lender
      has any obligation to make any Loans or issue any Letters of Credit
      hereunder.  All statements contained in any certificate or other paper
      delivered by or on behalf of the Borrowers pursuant hereto or in connection
      with
      the transactions contemplated hereby shall constitute representations and
      warranties by the Borrowers hereunder.

     

    §16.           ASSIGNMENTS
      AND PARTICIPATION.

     

    (a)           Assignments.  It
      is understood and agreed that each Lender shall have the right to assign at
      any
      time all or any portion of its Commitment and interests in the risk relating
      to
      any Revolving Credit Loans and outstanding Letters of Credit to any Person,
      provided that: (i) each such assignment shall be in a minimum amount of
      $5,000,000 (or, if less, in a minimum amount equal to all of such Lender’s
      Commitment and interests in the risk relating to any Revolving Credit Loans
      and
      outstanding Letters of Credit); (ii) the Administrative Agent and, so long
      as no
      Event of Default has occurred and is continuing, the Parent, shall have
      consented to such assignment, each such consent not to be unreasonably withheld;
      provided that the consent of the Administrative Agent and the Parent shall
      not
      be required, and the minimum assignment amount shall not apply, if the
      assignment is to a Lender, an Affiliate of a Lender or an Approved Fund so
      long
      as such assignment would not result in increased costs to the Borrowers
      hereunder; and (iii) the proposed assignee and the assigning Lender execute
      and
      deliver to the Administrative Agent and the Borrowers hereunder an Assignment
      and Acceptance in the form attached hereto as Exhibit D (in each case, an
“Assignment and Acceptance”). Upon the execution and
      delivery of such Assignment and Acceptance, (A) to the extent applicable, the
      Borrowers, if requested, shall issue to the assignee applicable Notes in the
      amount of such assignee’s Commitment, dated the effective date of such
      Assignment and Acceptance and otherwise completed in substantially the form
      of
      the Notes executed and delivered to the Lenders on the Effective Date and,
      if
      applicable, the assignor shall return to the Borrowers its existing Notes marked
      “cancelled”; and (B) the assignee shall pay a processing and recordation fee of
      $3,500 to the Administrative Agent; provided that only
      one such
      fee shall be payable in the event of simultaneous assignments to or by two
      or
      more Approved Funds.

     

    (b)           Participations.  Each
      Lender shall also have the right to grant participations to one or more banks,
      other financial institutions or other entities whose business is to purchase
      and
      sell loan assets in the normal course (each a “Participant”) in or to all
      or any part of any rights or Obligations owing to such Lender; provided
      that (i) any such sale or participation shall not affect the rights and duties
      of the selling Lender hereunder to the Borrowers and (ii) the only rights
      granted to the Participant pursuant to

     

    
      
        
        

      

      
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    such
      participation arrangements with respect to
      waivers, amendments or modifications of the Loan Documents shall be the rights
      to approve waivers, amendments or modifications that would require consent
      by
      all Lenders or of the assigning Lender under §§24(a), (b) and (c), as the case
      may be, and (iii) any Participant shall be entitled to the benefits of §4.4,
§4.5, §4.9, §4.11 and §13 as if it were a Lender hereunder and (iv) such
      participations shall be in a minimum amount of $5,000,000, provided,
      however, that no Borrower shall be required to pay any amount which is greater
      than such amount that otherwise would have been payable to the Lender which
      sold
      such participation.

     

    (c)           Miscellaneous.  Notwithstanding
      the foregoing, no assignment, participation or accession shall operate to (i)
      except in accordance with §2.11, increase the Total Revolving Credit Commitment
      hereunder unless consented to by the Required Lenders or (ii) reduce the
      Commitment of any Lender to an amount less than $5,000,000 (or, if less, in
      a
      minimum amount equal to all of such Lender’s Commitment and interests in the
      risk relating to any Revolving Credit Loans and outstanding Letters of Credit),
      or (iii) otherwise alter the substantive terms of this Credit
      Agreement.  Anything contained in this §16 to the contrary
      notwithstanding, any Lender may at any time grant a security interest in all
      or
      any portion of its rights under this Credit Agreement and the other Loan
      Documents to secure obligations of such Lender, including without limitation
      (a)
      any pledge or assignment to secure obligations to any of the twelve Federal
      Reserve Banks organized under §4 of the Federal Reserve Act, 12 U.S.C. §341 and
      (b) with respect to any Lender that is a Fund, to any lender or any trustee
      for,
      or any other representative of, holders of obligations owed or securities issued
      by such Fund as security for such obligations or securities or any institutional
      custodian for such Fund or for such lender; provided that no such grant
      shall release such Lender from any of its obligations hereunder, provide any
      voting rights hereunder to the secured party thereof, substitute any such
      secured party for such Lender as a party hereto or affect any rights or
      obligations of the Borrowers or Administrative Agent hereunder.  The
      words “execution,” “signed,” “signature,” and words of like import in any
      Assignment and Assumption shall be deemed to include electronic signatures
      or
      the keeping of records in electronic form, each of which shall be of the same
      legal effect, validity or enforceability as a manually executed signature or
      the
      use of a paper-based recordkeeping system, as the case may be, to the extent
      and
      as provided for in any applicable law, including the Federal Electronic
      Signatures in Global and National Commerce Act, the New York State Electronic
      Signatures and Records Act, or any other similar state laws based on the Uniform
      Electronic Transactions Act.

     

    (d)           Register.  On
      the date specified in any Assignment and Acceptance or Instrument of Accession
      and upon the satisfaction of the other conditions set forth in this §16, such
      bank or financial institution shall become a party to this Credit Agreement
      and
      the other Loan Documents for all purposes of this Credit Agreement and the
      other
      Loan Documents, and its Commitment shall be as set forth in the register of
      Lenders (the “Register”) maintained by the Administrative Agent for the
      recordation of the names and addresses of the Lenders and the Commitment
      Percentage of and principal amount of the Loans owing to and Letter of Credit
      participations purchased by, the Lenders from time to time.  The
      entries in the Register shall be conclusive, in the absence of manifest error,
      and the Borrowers, the Administrative Agent and the Lenders may treat each
      person

     

    
      
        
        

      

      
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    whose
      name is recorded in the Register as a Lender hereunder for all purposes of
      this
      Credit Agreement.  The Register shall be available for inspection by
      the Borrowers and the Lenders at any reasonable time and from time to time
      upon
      reasonable prior notice.

     

    (e)           Assignee
      or Participant Affiliated with a Borrower.  If any assignee Lender
      is an Affiliate of any Borrower, then any such assignee Lender shall have no
      right to vote as a Lender hereunder or under any of the other Loan Documents
      for
      purposes of granting consents or waivers or for purposes of agreeing to
      amendments or other modifications to any of the Loan Documents or for purposes
      of making requests to the Administrative Agent pursuant to §11.1 or §11.2, and
      the determination of the Required Lenders shall for all purposes of this Credit
      Agreement and the other Loan Documents be made without regard to such assignee
      Lender’s interest in any of the Loans or Reimbursement
      Obligations.  If any Lender sells a participating interest in any of
      the Loans or Reimbursement Obligations to a Participant, and such Participant
      is
      a Borrower or an Affiliate of a Borrower, then such transferor Lender shall
      promptly notify the Administrative Agent of the sale of such
      participation.  Such transferor Lender shall have no right to vote as
      a Lender hereunder or under any of the other Loan Documents for purposes of
      granting consents or waivers or for purposes of agreeing to amendments or
      modifications to any of the Loan Documents or for purposes of making requests
      to
      the Administrative Agent pursuant to §11.1 or §11.2 to the extent that such
      participation is beneficially owned by a Borrower or any Affiliate of a
      Borrower, and the determination of the Required Lenders shall for all purposes
      of this Credit Agreement and the other Loan Documents be made without regard
      to
      the interest of such transferor Lender in the Loans or Reimbursement Obligations
      to the extent of such participation.

     

    (f)           Special
      Purpose Funding Vehicle.  Notwithstanding anything to the contrary
      contained in this §16, any Lender other than a Lender affiliated with a Borrower
      (a “Granting Lender”) may grant to a special purpose funding vehicle (an
“SPV”) of such Granting Lender, identified as such in writing from
      time
      to time delivered by the Granting Lender to the Administrative Agent and the
      Borrowers, the option to provide to the Borrowers all or any part of any Loan
      that such Granting Lender would otherwise be obligated to make to the Borrowers
      pursuant to this Credit Agreement, provided that (a) nothing herein shall
      constitute a commitment to make any Loan by any SPV, (b) the Granting Lender’s
      obligations under this Credit Agreement shall remain unchanged, (c) the Granting
      Lender shall retain the sole right to enforce this Credit Agreement and to
      approve any amendment, modification or waiver of any provision of this Credit
      Agreement and (d) if an SPV elects not to exercise such option or otherwise
      fails to provide all or any part of such Loan, the Granting Lender shall be
      obligated to make such Loan pursuant to the terms hereof.  The making
      of a Loan by an SPV hereunder shall utilize the Commitment of the Granting
      Lender to the same extent, and as if, such Loan were made by the Granting
      Lender.  Each party hereto hereby agrees that no SPV shall be liable
      for any expense reimbursement, indemnity or similar payment obligation under
      this Credit Agreement (all liability for which shall remain with the Granting
      Lender).  In furtherance of the foregoing, each party hereto hereby
      agrees (which agreement shall survive the termination of this Credit Agreement)
      that, prior to the date that is one year and one day after the later of (i)
      the
      payment in full of all outstanding senior indebtedness of any SPV and (ii)
      the
      Revolving Credit Maturity Date, it will not institute against, or

     

    
      
        
        

      

      
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    join
      any other person in instituting against, such
      SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation
      proceedings or similar proceedings under the laws of the United States of
      America or any State thereof.  In addition, notwithstanding anything
      to the contrary contained in this §16, any SPV may (A) with notice to, but
      (except as specified below) without the prior written consent of, the Borrowers
      or the Administrative Agent and without paying any processing fee therefor,
      assign all or a portion of its interests in any Loans to its Granting Lender
      or
      to any financial institutions (consented to by the Administrative Agent and,
      so
      long as no Default or Event of Default has occurred and is continuing, the
      Borrowers, which consents shall not be unreasonably withheld or delayed)
      providing liquidity and/or credit facilities to or for the account of such
      SPV
      to fund the Loans made by such SPV or to support the securities (if any) issued
      by such SPV to fund such Loans and (B) disclose on a confidential basis any
      non-public information relating to its Loans (other than financial statements
      referred to in §5.4 or §6.4) to any rating agency, commercial paper dealer or
      provider of a surety, guarantee or credit or liquidity enhancement to such
      SPV.  In no event shall the Borrowers be obligated to pay to an SPV
      that has made a Loan any greater amount than the Borrowers would have been
      obligated to pay under this Agreement if the Granting Lender had made such
      Loan.  An amendment to this §16(f) without the written consent of an
      SPV shall be ineffective insofar as it alters the rights and obligations of
      such
      SPV.

     

    §17.           PARTIES
      IN INTEREST.

     

    All
      the
      terms of this Credit Agreement and the other Loan Documents shall be binding
      upon and inure to the benefit of and be enforceable by the respective successors
      and assigns of the parties hereto and thereto; provided that the
      Borrowers shall not assign or transfer their rights hereunder without the prior
      written consent of each Lender.

     

    §18.           NOTICES,
      ETC.

     

    §18.1.  Notices
      Generally.  Except as otherwise expressly provided in
      this Credit Agreement, all notices and other communications made or required
      to
      be given pursuant to this Credit Agreement or the other Loan Documents shall
      be
      in writing and shall be delivered in hand, mailed by United States first-class
      mail, postage prepaid, or sent by telex or facsimile and confirmed by letter,
      addressed as follows:

     

    (a)           if
      to the Borrowers, at Waste Connections, Inc., 35 Iron Point Circle, Suite 200,
      Folsom, California 95630-8589, Attention:  Worthing Jackman, Executive
      Vice-President and Chief Financial Officer, telephone number 916-608-8200,
      telecopy number 916-351-5607;

     

    (b)           if
      to the Administrative Agent or Bank of America, at 100 Federal Street, Boston,
      Massachusetts 02110, Attention: Maria F. Maia, Managing Director, telephone
      number 617-434-5751, telecopy number 617-434-2160;

     

    or
      such
      other address for notice as shall have last been furnished in writing to the
      Person giving the notice.

     

    
      
        
        

      

      
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    Any
      such
      notice or demand shall be deemed to have been duly given or made and to have
      become effective (a) if delivered by hand to a responsible officer of the party
      to which it is directed, at the time of the receipt thereof by such officer,
      (b)
      if sent by registered or certified first-class mail, postage prepaid, five
      Business Days after the posting thereof, (c) if sent by telex or cable, at
      the
      time of the dispatch thereof, if in normal business hours in the country of
      receipt, or otherwise at the opening of business on the following Business
      Day,
      and (d) if sent by facsimile, when transmitted, confirmation
      received.

     

    §18.2.  Electronic
      Communications.  Notices and other communications to the
      Lenders and the Issuing Lender hereunder may be delivered or furnished by
      electronic communication (including e-mail and Internet or intranet websites,
      such as Intralinks) pursuant to procedures approved by the Administrative Agent,
      provided that the foregoing shall not apply to notices to any Lender or the
      Issuing Lender pursuant to §3 if such Lender or the Issuing Lender, as
      applicable, has notified the Administrative Agent that it is incapable of
      receiving notices under such §3 by electronic communication.  The
      Administrative Agent or the Borrowers may, in their discretion, agree to accept
      notices and other communications to them hereunder by electronic communications
      pursuant to procedures approved by them, provided that approval of such
      procedures may be limited to particular notices or
      communications.  Unless the Administrative Agent otherwise prescribes,
      (i) notices and other communications sent to an e-mail address shall be
      deemed received upon the sender’s receipt of an acknowledgement from the
      intended recipient (such as by the “return receipt requested” function, as
      available, return e-mail or other written acknowledgement), provided that
      if such notice or other communication is not sent during the normal business
      hours of the recipient, such notice or communication shall be deemed to have
      been sent at the opening of business on the next business day for the recipient,
      and (ii) notices or communications posted to an Internet or intranet
      website shall be deemed received upon the deemed receipt by the intended
      recipient at its e-mail address as described in the foregoing clause (i) of
      notification that such notice or communication is available and identifying
      the
      website address therefor.

     

    §18.3.The
      Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS
      AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
      ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE
      PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM
      THE
      BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
      STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
      PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR
      OTHER
      CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
      MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent
      or any of its Related Parties (collectively, the “Agent Parties”) have
      any liability to the Borrowers, any Lender, the Issuing Lender or any other
      Person for losses, claims, damages, liabilities or expenses of any kind (whether
      in tort, contract or otherwise) arising out of any Borrower’s or the
      Administrative Agent’s transmission of Borrower Materials through the Internet,
      except to the extent that such losses, claims, damages, liabilities or expenses
      are determined by a court of competent jurisdiction by a final and nonappealable
      judgment to have resulted from the gross negligence or willful misconduct of
      such Agent Party; provided, however, that in no event shall any
      Agent Party have any liability to any Borrower, any Lender,

     

    
      
        
        

      

      
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    the
      Issuing Lender or any other Person for indirect,
      special, incidental, consequential or punitive damages (as opposed to direct
      or
      actual damages).
       

    

    §18.4.Change
      of Address, Etc.  Each Borrower, the
      Administrative Agent and the Issuing Lender may change its address, telecopier
      or telephone number for notices and other communications hereunder by notice
      to
      the other parties hereto.  Each other Lender may change its address,
      telecopier or telephone number for notices and other communications hereunder
      by
      notice to the Borrowers, the Administrative Agent and the Issuing
      Lender.  In addition, each Lender agrees to notify the Administrative
      Agent from time to time to ensure that the Administrative Agent has on record
      (i) an effective address, contact name, telephone number, telecopier number
      and
      electronic mail address to which notices and other communications may be sent
      and (ii) accurate wire instructions for such Lender.  Furthermore,
      each Public Lender agrees to cause at least one individual at or on behalf
      of
      such Public Lender to at all times have selected the “Private Side Information”
or similar designation on the content declaration screen of the Platform in
      order to enable such Public Lender or its delegate, in accordance with such
      Public Lender’s compliance procedures and applicable Law, including United
      States Federal and state securities Laws, to make reference to Borrower
      Materials that are not made available through the “Public Side Information”
portion of the Platform and that may contain material non-public information
      with respect to the Borrowers or its securities for purposes of United States
      Federal or state securities laws.

     

    §18.5.Reliance
      by Administrative Agent, Issuing Lender and
      Lenders.  The Administrative Agent, the
      Issuing Lender and the Lenders shall be entitled to rely and act upon any
      notices (including telephonic Loan and Letter of Credit Requests) purportedly
      given by or on behalf of any Borrower even if (i) such notices were not made
      in
      a manner specified herein, were incomplete or were not preceded or followed
      by
      any other form of notice specified herein, or (ii) the terms thereof, as
      understood by the recipient, varied from any confirmation
      thereof.  The Borrowers shall indemnify the Administrative Agent, the
      Issuing Lender, each Lender and the Related Parties of each of them from all
      losses, costs, expenses and liabilities resulting from the reliance by such
      Person on each notice purportedly given by or on behalf of any
      Borrower.  All telephonic notices to and other telephonic
      communications with the Administrative Agent may be recorded by the
      Administrative Agent, and each of the parties hereto hereby consents to such
      recording.

     

    §19.           TREATMENT
      OF CERTAIN CONFIDENTIAL INFORMATION.

     

    Each
      of
      the Administrative Agent, the Lenders and the Issuing Lender agrees to maintain
      the confidentiality of the Information (as defined below), except that
      Information may be disclosed (a) to its Affiliates and to its and its
      Affiliates’ respective partners, directors, officers, employees, agents,
      advisors and representatives (it being understood that the Persons to whom
      such
      disclosure is made will be informed of the confidential nature of such
      Information and instructed to keep such Information confidential), (b) to the
      extent requested by any regulatory authority purporting to have jurisdiction
      over it (including any self-regulatory authority, such as the National
      Association of Insurance Commissioners), (c) to the extent required by
      applicable laws or regulations or by any subpoena or similar legal process,
      (d)
      to any other party hereto, (e) in connection with the exercise of any remedies
      hereunder or under any other Loan Document or any action or proceeding relating
      to this Credit Agreement or any other Loan Document or the

     

    
      
        
        

      

      
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    enforcement
      of rights hereunder or thereunder, (f)
      subject to an agreement containing provisions substantially the same as those
      of
      this Section, to (i) any assignee of or Participant in, or any prospective
      assignee of or Participant in, any of its rights or obligations under this
      Credit Agreement or (ii) any actual or prospective counterparty (or its
      advisors) to any swap or derivative transaction relating to a Borrower and
      its
      obligations, (g) with the consent of the Borrowers or (h) to the extent such
      Information (x) becomes publicly available other than as a result of a breach
      of
      this Section or (y) becomes available to the Administrative Agent, any Lender,
      the Issuing Lender or any of their respective Affiliates on a nonconfidential
      basis from a source other than the Borrowers.

     

    For
      purposes of this Section, “Information” means all information received
      from the Borrowers or any of their Subsidiaries relating to the Borrowers or
      any
      of their Subsidiaries or any of their respective businesses, other than any
      such
      information that is available to the Administrative Agent, any Lender or the
      Issuing Lender on a nonconfidential basis prior to disclosure by the Borrowers
      or any their Subsidiaries.  Any Person required to maintain the
      confidentiality of Information as provided in this Section shall be considered
      to have complied with its obligation to do so if such Person has exercised
      the
      same degree of care to maintain the confidentiality of such Information as
      such
      Person would accord to its own confidential information.

     

    §19.1.  Prior
      Notification.  Unless specifically prohibited by
      applicable law or court order, each of the Lenders and the Administrative Agent
      shall, prior to disclosure thereof, notify the Borrowers of any request for
      disclosure of any such non-public information by any governmental agency or
      representative thereof (other than any such request in connection with an
      examination of the financial condition of such Lender by such governmental
      agency) or pursuant to legal process.

     

    §19.2.  Other.  In
      no event shall any Lender or the Administrative Agent be obligated or required
      to return any materials furnished to it or any Financial Affiliate by the
      Borrowers.  The obligations of each Lender under this §19 shall
      supersede and replace the obligations of such Lender under any confidentiality
      letter in respect of this financing signed and delivered by such Lender to
      the
      Borrowers prior to the date hereof and shall be binding upon any assignee of,
      or
      purchaser of any participation in, any interest in any of the Loans or
      Reimbursement Obligations from any Lender.

     

    §20.           MISCELLANEOUS.

     

    The
      rights and remedies herein expressed are cumulative and not exclusive of any
      other rights which the Lenders or Administrative Agent would otherwise
      have.  The captions in this Credit Agreement are for convenience of
      reference only and shall not define or limit the provisions
      hereof.  This Credit Agreement and any amendment hereof may be
      executed in several counterparts and by each party on a separate counterpart,
      each of which when so executed and delivered shall be an original, but all
      of
      which together shall constitute one instrument.  In proving this
      Credit Agreement it shall not be necessary to produce or account for more than
      one such counterpart signed by the party against whom enforcement is sought.
      Delivery by facsimile by any of the parties hereto of an executed counterpart
      hereof or of any Loan Document or of any amendment or waiver hereto or thereto
      shall be as effective as an

     

    
      
        
        

      

      
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    original
      executed counterpart hereof or thereof or of
      such amendment or waiver and shall be considered a representation that an
      original executed counterpart hereof or thereof or such amendment or waiver,
      as
      the case may be, will be delivered.

     

    §21.           ENTIRE
      AGREEMENT, ETC.

     

    The
      Loan
      Documents and any other documents executed in connection herewith or therewith
      (including the Fee Letter) express the entire understanding of the parties
      with
      respect to the transactions contemplated hereby.  Neither this Credit
      Agreement nor any term hereof may be changed, waived, discharged or terminated,
      except as provided in §24.  No waiver shall extend to or affect any
      obligation not expressly waived or impair any right consequent
      thereon.  No course of dealing or omission on the part of the
      Administrative Agent or any Lender in exercising any right shall operate as
      a
      waiver thereof or otherwise be prejudicial thereto.  No notice to or
      demand upon the Borrowers shall entitle the Borrowers to other or further notice
      or demand in similar or other circumstances.

     

    §22.           WAIVER
      OF JURY TRIAL.

     

    (a)           EACH
      OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT
      TO
      ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS CREDIT
      AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR
      OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND
      OBLIGATIONS.  EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO HEREBY
      WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED
      TO
      IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
      DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
      DAMAGES.  THE BORROWERS (i) CERTIFY THAT NO REPRESENTATIVE,
      ADMINISTRATIVE AGENT OR ATTORNEY OF ANY LENDER OR THE ADMINISTRATIVE AGENT
      HAS
      REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR THE ADMINISTRATIVE
      AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
      WAIVERS AND (ii) ACKNOWLEDGE THAT THE ADMINISTRATIVE AGENT AND THE LENDERS
      HAVE BEEN INDUCED TO ENTER INTO THIS CREDIT AGREEMENT AND THE OTHER LOAN
      DOCUMENTS TO WHICH THEY ARE A PARTY BECAUSE OF, AMONG OTHER THINGS, THE
      BORROWERS’ WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.

     

    (b)           CALIFORNIA
      JUDICIAL REFERENCE.
      IF ANY ACTION OR PROCEEDING IS FILED IN A COURT OF
      THE
      STATE OF CALIFORNIA BY OR AGAINST ANY PARTY HERETO IN CONNECTION WITH ANY OF
      THE
      TRANSACTIONS CONTEMPLATED BY THIS CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT,
      (A) THE COURT SHALL, AND IS HEREBY DIRECTED TO, MAKE A GENERAL REFERENCE
      PURSUANT TO

     

    
      
        
        

      

      
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    CALIFORNIA
      CODE OF CIVIL PROCEDURE SECTION
      638 TO A REFEREE (WHO SHALL BE A SINGLE ACTIVE OR RETIRED JUDGE) TO HEAR AND
      DETERMINE ALL OF THE ISSUES IN SUCH ACTION OR PROCEEDING (WHETHER OF FACT OR
      OF
      LAW) AND TO REPORT A STATEMENT OF DECISION, PROVIDED
      THAT AT THE OPTION OF ANY PARTY TO SUCH PROCEEDING, ANY SUCH ISSUES PERTAINING
      TO A “PROVISIONAL REMEDY” AS DEFINED IN CALIFORNIA CODE OF CIVIL PROCEDURE
      SECTION 1281.8 SHALL BE HEARD AND DETERMINED BY THE COURT, AND (B) WITHOUT
      LIMITING THE GENERALITY OF §14.1, THE BORROWERS SHALL BE SOLELY RESPONSIBLE TO
      PAY ALL FEES AND EXPENSES OF ANY REFEREE APPOINTED IN SUCH ACTION OR
      PROCEEDING.

     

    §23.           GOVERNING
      LAW.

     

    THIS
      CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, EACH
      OF
      THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORK
      AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
      THE
      LAWS OF SAID STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS
      OR
      CHOICE OF LAW OTHER THAN GENERAL OBLIGATIONS LAW §5-1401 AND
§5-1402).  EACH OF THE BORROWERS AGREES THAT ANY SUIT FOR THE
      ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY
      BE
      BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING
      THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE
      OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWERS BY MAIL AT THE ADDRESS
      SPECIFIED IN §18.  EACH OF THE BORROWERS HEREBY WAIVES ANY OBJECTION
      THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH
      COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT
      COURT.

     

    §24.           CONSENTS,
      AMENDMENTS, WAIVERS, ETC.

     

    Except
      in
      connection with an increase in the Total Revolving Credit Commitment pursuant
      to
§2.11 and as set forth in subsections (a) and (b) below, any consent or approval
      required or permitted by this Credit Agreement to be given by the Lenders may
      be
      given, and any term of this Credit Agreement, the other Loan Documents or any
      other instrument related hereto or mentioned herein may be amended, and the
      performance or observance by the Borrowers of any terms of this Credit
      Agreement, the other Loan Documents or such other instrument or the continuance
      of any Default or Event of Default may be waived (either generally or in a
      particular instance and either retroactively or prospectively) with, but only
      with, the written consent of the Borrowers and the written consent of the
      Required Lenders. Notwithstanding the foregoing, no amendment, modification
      or
      waiver shall be effective:

     

    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    

     

    (a)           without
      the written consent of the Borrowers and each Lender directly affected
      thereby:

     

    (i)           reduce
      or forgive the principal amount of any Revolving Credit Loans or Reimbursement
      Obligations, or reduce the rate of interest on the Revolving Credit Loans (other
      than waiver of application of the rate of interest for overdue amounts set
      forth
      in §4.6) or the amount of the Commitment Fee or Letter of Credit
      Fees;

     

    (ii)           increase
      the amount of such Revolving Lender’s Commitment, or extend the expiration date
      of such Revolving Credit Commitment;

     

    (iii)           postpone
      or extend the Revolving Credit Loan Maturity Date or any other regularly
      scheduled dates for payments of principal of, or interest on, the Loans or
      Reimbursement Obligations or any Fees or other amounts payable to such Lender
      (it being understood that any vote to rescind any acceleration made pursuant
      to
§11.1 of amounts owing with respect to the Loans and other Obligations shall
      require only the approval of the Required Lenders);

     

    (iv)           amend
      or modify the provisions of §4.13 (Concerning Joint and Several Liability of the
      Borrowers);

     

    (b)           without
      the written consent of all of the Lenders, amend or waive this §24 or the
      definition of “Required Lenders”;

     

    (c)           without
      the written consent of the Administrative Agent, amend or waive §§2.10 or 13,
      the amount or time of payment of any fees payable for the Administrative Agent’s
      account or any Letter of Credit Fees payable for the Administrative Agent’s
      account or any other provision applicable to the Administrative
      Agent.

     

    No
      waiver
      shall extend to or affect any obligation not expressly waived or impair any
      right consequent thereon.  No course of dealing or delay or omission
      on the part of the Administrative Agent or any Lender in exercising any right
      shall operate as a waiver thereof or otherwise be prejudicial
      thereto.  No notice to or demand upon the Borrowers shall entitle the
      Borrowers to other or further notice or demand in similar or other
      circumstances.

     

    §25.           BORROWERS’
      REPRESENTATIVE.

     

    Each
      of
      the Borrowers hereby irrevocably appoints the Parent as such Borrower’s
      representative and agent for all purposes under this Credit Agreement and
      authorizes the Parent, on behalf of each such Borrower and in each such
      Borrower’s name to give and receive all notices and documents, certificates and
      instruments to be given or received by the Borrowers or any of them in
      connection with this Credit Agreement and the other Loan Documents, including
      receipt of service of legal process in connection with any suit or proceeding
      arising under, or in connection with the transactions contemplated by this
      Credit Agreement, delivery of Loan and Letter of Credit Requests, Conversion
      Requests, Compliance Certificates and requests for waivers and amendments and
      to
      acknowledge or consent to any amendments, waivers or assignments.

     

    
      
        
        

      

      
        86

        
          

        

      

      
        
        

      

    

     

    §26.           SEVERABILITY.

     

    The
      provisions of this Credit Agreement are severable and if any one clause or
      provision hereof shall be held invalid or unenforceable in whole or in part
      in
      any jurisdiction, then such invalidity or unenforceability shall affect only
      such clause or provision, or part thereof, in such jurisdiction, and shall
      not
      in any manner affect such clause or provision in any other jurisdiction, or
      any
      other clause or provision of this Credit Agreement in any
      jurisdiction.

     

    §27.           NO
      ADVISORY OR FIDUCIARY RESPONSIBILITY.

     

    In
      connection with all aspects of each transaction contemplated hereby (including
      in connection with any amendment, waiver or other modification hereof or of
      any
      other Loan Document), each Borrower acknowledges and agrees, and acknowledges
      its Affiliates’ understanding, that: (i) (A) the arranging and other services
      regarding this Credit Agreement provided by the Administrative Agent and the
      Joint Lead Arrangers are arm’s-length commercial transactions between each
      Borrower and its respective Affiliates, on the one hand, and the Administrative
      Agent and the Joint Lead Arrangers, on the other hand, (B) each Borrower has
      consulted its own legal, accounting, regulatory and tax advisors to the extent
      it has deemed appropriate, and (C) each Borrower is capable of evaluating,
      and
      understands and accepts, the terms, risks and conditions of the transactions
      contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative
      Agent and the Joint Lead Arrangers each is and has been acting solely as a
      principal and, except as expressly agreed in writing by the relevant parties,
      has not been, is not, and will not be acting as an advisor, agent or fiduciary
      for any Borrower or any of its respective Affiliates, or any other Person and
      (B) neither the Administrative Agent nor any Joint Lead Arranger has any
      obligation to any Borrower or any of its respective Affiliates with respect
      to
      the transactions contemplated hereby except those obligations expressly set
      forth herein and in the other Loan Documents; and (iii) the Administrative
      Agent
      and the Joint Lead Arrangers and their respective Affiliates may be engaged
      in a
      broad range of transactions that involve interests that differ from those of
      the
      Borrowers and their respective Affiliates, and neither the Administrative Agent
      nor any Joint Lead Arranger has any obligation to disclose any of such interests
      to the Borrowers or any of their respective Affiliates.  To the
      fullest extent permitted by law, each Borrower hereby waives and releases any
      claims that it may have against the Administrative Agent and the Joint Lead
      Arrangers with respect to any breach or alleged breach of agency or fiduciary
      duty in connection with any aspect of any transaction contemplated
      hereby.

     

    §28.           USA
      PATRIOT ACT.

     

    Each
      Lender that is subject to the Act (as hereinafter defined) and the
      Administrative Agent (for itself and not on behalf of any Lender) hereby
      notifies the Borrowers that pursuant to the requirements of the USA Patriot
      Act
      (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act”), it is required to obtain, verify and record information that
      identifies the Borrowers, which information includes the name and address of
      each Borrower and other information that will allow such Lender or the
      Administrative Agent, as applicable, to identify such Borrower in accordance
      with the Act.

     

    [Remainder
      of Page Left Blank Intentionally]

     

     

     

     

     

     

    
      
        
        

      

      
        87

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the undersigned have duly executed this Credit
      Agreement as of the date first set forth above.

     

    THE
      BORROWERS:

     

    WASTE
      CONNECTIONS, INC.

    AMERICAN
      DISPOSAL COMPANY, INC.

    AMERICAN
      SANITARY SERVICE, INC.

    ARROW
      SANITARY SERVICE, INC.

    BITUMINOUS
      RESOURCES, INC.

    BROADACRE
      LANDFILL, INC.

    BUTLER
      COUNTY LANDFILL, INC.

    CAMINO
      REAL ENVIRONMENTAL CENTER, INC.

    COLD
      CANYON LAND FILL, INC.

    COMMUNITY
      REFUSE DISPOSAL INC.

    CONTRACTORS
      WASTE SERVICES, INC.

    CORRAL
      DE PIEDRA LAND COMPANY

    CURRY
      TRANSFER & RECYCLING, INC.

    D.
      M. DISPOSAL CO., INC.

    DENVER
      REGIONAL LANDFILL, INC.

    ELKO
      SANITATION COMPANY

    EMPIRE
      DISPOSAL, INC.

    EVERGREEN
      DISPOSAL, INC.

    ENVIRONMENTAL
      TRUST COMPANY

    FINNEY
      COUNTY LANDFILL, INC.

    FRANK’S
      SERVICE, INC.

    G
      & P DEVELOPMENT, INC.

    HIGH
      DESERT SOLID WASTE FACILITY, INC.

    (F/K/A
      RHINO SOLID WASTE,
      INC.)

    ISLAND
      DISPOSAL, INC.

    J
      BAR J LAND, INC.

    KELLY’S
      HAUL AWAY, INC.

    LAKESHORE
      DISPOSAL, INC.

    LEALCO,
      INC.

    LES’
      COUNTY SANITARY, INC.

    MADERA
      DISPOSAL SYSTEMS, INC.

    MAMMOTH
      DISPOSAL COMPANY

    MANAGEMENT
      ENVIRONMENTAL NATIONAL, INC.

    MASON
      COUNTY GARBAGE CO., INC.

    MDSI
      OF LA, INC.

    MILLENNIUM
      WASTE INCORPORATED

    


    


    By:  /s/
      Worthing F. Jackman

    Name:  Worthing
      F. Jackman

    Title:    Chief
      Financial Officer

     

     

    
      
        
        

      

      
        88

        
          

        

      

      
        
        

      

    

     

    THE
      BORROWERS:

     

    MISSION
      COUNTRY DISPOSAL

    MORRO
      BAY GARBAGE SERVICE

    MURREY’S
      DISPOSAL COMPANY, INC.

    NEBRASKA
      ECOLOGY SYSTEMS, INC.

    NOBLES
      COUNTY LANDFILL, INC.

    NORTHERN
      PLAINS DISPOSAL, INC.

    NORTHWEST
      CONTAINER SERVICES, INC.

    OKLAHOMA
      CITY WASTE DISPOSAL, INC.

    OKLAHOMA
      LANDFILL HOLDINGS, INC.

    OSAGE
      LANDFILL, INC.

    PSI
      ENVIRONMENTAL SERVICES, INC.

    PSI
      ENVIRONMENTAL SYSTEMS, INC.

    RED
      CARPET LANDFILL, INC.

    RH
      FINANCIAL CORPORATION

    RURAL
      WASTE MANAGEMENT, INC.

    SAN
      LUIS GARBAGE COMPANY

    SCOTT
      SOLID WASTE DISPOSAL COMPANY

    SEDALIA
      LAND COMPANY

    SOUTH
      COUNTY SANITARY SERVICE, INC.

    SOUTHERN
      PLAINS DISPOSAL, INC.

    TACOMA
      RECYCLING COMPANY, INC.

    TENNESSEE
      WASTE MOVERS, INC.

    WASCO
      COUNTY LANDFILL, INC.

    WASTE
      CONNECTIONS MANAGEMENT SERVICES, INC.

    WASTE
      CONNECTIONS OF ALABAMA, INC.

    WASTE
      CONNECTIONS OF ARIZONA, INC.

    WASTE
      CONNECTIONS OF ARKANSAS, INC.

    WASTE
      CONNECTIONS OF CALIFORNIA, INC.

    (F/K/A
      AMADOR DISPOSAL SERVICE,
      INC.)

    WASTE
      CONNECTIONS OF COLORADO, INC.

    WASTE
      CONNECTIONS OF IDAHO, INC.

    (F/K/A
      MOUNTAIN JACK ENVIRONMENTAL
      SERVICES, INC.)

    WASTE
      CONNECTIONS OF ILLINOIS, INC.

    WASTE
      CONNECTIONS OF IOWA, INC.

    (F/K/A
      WHALEY WASTE SYSTEMS
      INC.)

    WASTE
      CONNECTIONS OF KANSAS, INC.

    WASTE
      CONNECTIONS OF KENTUCKY, INC.

    WASTE
      CONNECTIONS OF MINNESOTA, INC.

    (F/K/A
      RITTER’S SANITARY SERVICE,
      INC.)

     

    By:  /s/
      Worthing F. Jackman

    Name:  Worthing
      F. Jackman

    Title:    Chief
      Financial Officer

    


    
      
        
        

      

      
        89

        
          

        

      

      
        
        

      

    

     

    THE
      BORROWERS:

     

    WASTE
      CONNECTIONS OF MISSISSIPPI, INC.

    (F/K/A
      LIBERTY WASTE SERVICES OF
      MISSISSIPPI HOLDINGS, INC.) WASTE CONNECTIONS OF MISSOURI,
      INC.

    WASTE
      CONNECTIONS OF MONTANA, INC.

    WASTE
      CONNECTIONS OF NEBRASKA, INC.

    WASTE
      CONNECTIONS OF NEW MEXICO, INC.

    WASTE
      CONNECTIONS OF OKLAHOMA, INC.

    (F/K/A
      B &
B SANITATION, INC.)

    WASTE
      CONNECTIONS OF OREGON, INC.

    (SUCCESSOR
      BY MERGER TO ENVIRONMENTAL
      WASTE SYSTEMS, INC.AND F/K/A SWEET HOME SANITATION SERVICE,
      INC.)

    WASTE
      CONNECTIONS OF SOUTH DAKOTA, INC.

    (F/K/A
      NOVAK ENTERPRISES,
      INC.)

    WASTE
      CONNECTIONS OF TENNESSEE, INC.

    (F/K/A
      LIBERTY WASTE SERVICES OF
      TENNESSEE HOLDINGS, INC.)

    WASTE
      CONNECTIONS OF THE CENTRAL VALLEY, INC.

    (F/K/A/
      KINGSBURG DISPOSAL SERVICE,
      INC.)

    WASTE
      CONNECTIONS OF UTAH, INC.

    WASTE
      CONNECTIONS OF WASHINGTON, INC.

    WASTE
      CONNECTIONS OF WYOMING, INC.

    WASTE
      CONNECTIONS TRANSPORTATION COMPANY, INC.

    WASTE
      SERVICES OF N.E. MISSISSIPPI, INC.

    WCI
      OF GEORGIA, INC.

    WEST
      BANK ENVIRONMENTAL SERVICES, INC.

    WEST
      COAST RECYCLING AND TRANSFER, INC.

    WYOMING
      ENVIRONMENTAL SERVICES, INC.

    WYOMING
      ENVIRONMENTAL SYSTEMS, INC.

    


    


    By:  /s/
      Worthing F. Jackman

    Name:  Worthing
      F. Jackman

    Title:    Chief
      Financial Officer

    


    COLUMBIA
      RESOURCE CO., L.P.

    FINLEY-BUTTES
      LIMITED PARTNERSHIP

     

    
      	
              By:

            	
              Management
                Environmental National, Inc.,

            


    

    
      	
               

            	
              its
                General Partner

            


    

     

    By:  /s/
      Worthing F. Jackman

    Name:  Worthing
      F. Jackman

    Title:    Chief
      Financial Officer

     

    
      
        
        

      

      
        90

        
          

        

      

      
        
        

      

    


    THE
      BORROWERS:

     

    EL
      PASO DISPOSAL, LP

     

    
      	
              By:

            	
              Waste
                Connections of Texas, LLC,

            


    

    
      	
               

            	
              its
                General Partner

            


    

     

    
      	
               

            	
              By:

            	
              Waste
                Connections Management Services,
                Inc.,

            


    

    
      	
               

            	
              its
                Manager

            


    

     

    By:  /s/
      Worthing F. Jackman

    Name:  Worthing
      F. Jackman

    Title:    Chief
      Financial Officer

    


    GLACIER
      DISPOSAL, L.L.C.

    LAUREL
      RIDGE LANDFILL, L.L.C.

    SUNRISE
      SANITATION, LLC

    WASTE
      CONNECTIONS OF MISSISSIPPI DISPOSAL SERVICES, LLC

    (F/K/ASANTEK
      ENVIRONMENTAL OF MISSISSIPPI, L.L.C.)

    WASTE
      CONNECTIONS OF LEFLORE, LLC

    (F/K/A
      WASTE SERVICES OF MISSISSIPPI,
      LLC)

    


    
      	
              By:

            	
              Waste
                Connections, Inc.,

            


    

    
      	
               

            	
              its
                Managing Member

            


    

     

    By:  /s/
      Worthing F. Jackman

    Name:  Worthing
      F. Jackman

    Title:    Chief
      Financial Officer

    


    WASTE
      CONNECTIONS OF TEXAS, LLC

     

    
      	
              By:

            	
              Waste
                Connections Management Services,
                Inc.,

            


    

    
      	
               

            	
              its
                Manager

            


    

     

    By:  /s/
      Worthing F. Jackman

    Name:  Worthing
      F. Jackman

    Title:    Chief
      Financial Officer

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    THE
      BORROWERS:

     

    HORIZON
      PROPERTY MANAGEMENT, LLC

    RAILROAD
      AVENUE DISPOSAL, LLC

    SCOTT
      WASTE SERVICES, LLC

    THE
      TRASH COMPANY, LLC

    WASTE
      SOLUTIONS GROUP OF SAN BENITO, LLC

     

    


    
      	
              By:

            	
              Waste
                Connections, Inc.

            


    

    
      	
               

            	
              its
                Manager

            


    

     

    By:  /s/
      Worthing F. Jackman

    Name:  Worthing
      F. Jackman

    Title:    Chief
      Financial Officer

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    BANK
      OF AMERICA, N.A,

    as
      Administrative Agent

     

    By: 
      /s/ Maria F. Maia

    Maria
      F.
      Maia

    Managing
      Director

     

    
 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    THE
      LENDERS:

     

    BANK
      OF AMERICA, N.A,

     

    By: 
      /s/ Maria F. Maia

    Name:
       Maria F. Maia

    Title:   
      Managing Director

    
 

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THE
      LENDERS:

     

    


    JPMORGAN
      CHASE BANK, N.A.

    


    


    By: 
      /s/ H. David Jones

    Name:
      H.
      David Jones

    Title:  
      Senior Vice President

    
 

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THE
      LENDERS:

     

    


    DEUTSCHE
      BANK TRUST COMPANY AMERICAS

    


    


    By: 
      /s/ Heidi Sanquist

    Name:
      Heidi Sanquist

    Title:  
      Vice President

    


     

    By:  /s/
      Ming K. Chu

    Name:
      Ming K. Chu

    Title:  
      Vice President

    
 

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    THE
      LENDERS:

     

    


    WELLS
      FARGO BANK, N.A.

    


    


    By:  /s/
      Russ McClymont

    Name:
      Russ McClymont

    Title:  
      Vice President

    
 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    THE
      LENDERS:

     

    


    UNION
      BANK OF CALIFORNIA N.A.

    


    


    By:  /s/
      Mike Deutsch

    Name:
      Mike Deutsch

    Title:  
      Vice President

    



    
      
              

                  A/72194026.12      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THE
      LENDERS:

     

    


    U.S.
      BANK NATIONAL ASSOCIATION

    


    


    By:  /s/
      Robert G. Black

    Name:
      Robert G. Black

    Title:  
      Vice President

    


    
 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    THE
      LENDERS:

     

    


    COMMERZBANK
      AG, NEW YORK

    AND
      GRAND CAYMAN BRANCHES

    


    


    By:  /s/
      Christian Jagenberg

    Name:
      Christian Jagenberg

    Title:   
      SVP & Manager

    


    


    By:  /s/
      Yangling J. Si

    Name:
      Yangling J. Si

    Title:  
      Vice President

    
 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    THE
      LENDERS:

     

    


    KEYBANK
      NATIONAL ASSOCIATION

    


    


    By:  /s/
      Frank J. Jancar

    Name:
      Frank J. Jancar

    Title:  
      Vice President

    
 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    THE
      LENDERS:

     

    


    CITICORP
      NORTH AMERICA, INC.

    


    


    By:  /s/
      Thomas W. Ng

    Name: Thomas
      W. Ng

    Title:   
      Vice President

    
 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    THE
      LENDERS:

     

    


    PNC
      BANK, NATIONAL ASSOCIATION

    


    


    By: /s/
      Philip K. Liebscher

    Name:
      Philip K. Liebscher

    Title:  
      Senior Vice President

    
 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    THE
      LENDERS:

     

    


    SUMITOMO
      MITSUI BANKING CORPORATION

    


    


    By:  /s/
      Yoshihiro Hyakutome

    Name:
      Yoshihiro Hyakutome

    Title:   General
      Manager

    
 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    THE
      LENDERS:

     

    


    BANK
      OF THE WEST

    


    


    By:  /s/
      Edward Unwin

    Name:
      Edward Unwin

    Title:  
      Vice President

    
 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    THE
      LENDERS:

     

    


    COBANK,
      ACB

    


    


    By:  /s/
      Tokie Akrie

    Name:
      Tokie Akrie

    Title:  
      Assistant Corporate Secretary

    
 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    THE
      LENDERS:

     

    


    PEOPLE'S
      UNITED BANK

    


    


    By: 
      /s/ George F. Paik

    Name:
      George F. Paik

    Title:  
Vice
      President