AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of March 26, 1997

AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

Dated as of March 26, 1997

by and among

SUPERIOR SERVICES, INC.
SUPERIOR CRANBERRY CREEK LANDFILL, INC.
SUPERIOR CONSTRUCTION SERVICES, INC.
HARDROCK, INC.
SUMMIT, INC.
SUPERIOR SPECIAL SERVICES, INC.
VALLEY SANITATION CO., INC.
SUPERIOR SERVICES OF ELGIN, INC.
SUPERIOR GLACIER RIDGE, INC.
LAND & GAS RECLAMATION, INC.
SUPERIOR OF WISCONSIN, INC.
SUPERIOR EMERALD PARK LANDFILL, INC.
SUPERIOR FCR LANDFILL, INC.
SUPERIOR SEVEN MILE CREEK LANDFILL, INC.
SUPERIOR OAK RIDGE LANDFILL, INC.
SUPERIOR OF MISSOURI, INC.
SUPERIOR OF OHIO, INC.
SUPERIOR SERVICES OF MICHIGAN, INC.
SUPERIOR WASTE SERVICES OF PENNSYLVANIA, INC.
(the "Borrowers")

THE FIRST NATIONAL BANK OF BOSTON,
LASALLE NATIONAL BANK,
BANK ONE, WISCONSIN,
BANK OF AMERICA ILLINOIS,
(the "Banks")

and

THE FIRST NATIONAL BANK OF BOSTON, as Agent

Section 1. DEFINITIONS AND RULES OF INTERPRETATION. . . . . 1
Section 1.1. Definitions. . . . . . . . . . . . . . . 1
Section 1.2. Rules of Interpretation. . . . . . . . . . 13

Section 2. THE REVOLVING CREDIT FACILITY. . . . . . . . . . 14
Section 2.1. Commitment to Lend. . . . . . . . . . . . 14
Section 2.2. Reduction of Total Commitment; Increase
of Total Commitment. . . . . . . . . . . 15
Section 2.3. The Notes . . . . . . . . . . . . . . . . 15
Section 2.4. Interest on Loans. . . . . . . . . . . . . 16
Section 2.5. Election of Eurodollar Rate; Notice of
Election; Interest Periods;
Minimum Amounts. . . . . . . . . . . . . . 16
Section 2.6. Requests for Revolving Credit Loans. . . . 17
Section 2.7. Funds for Loans. . . . . . . . . . . . . . 18
Section 2.8. Maturity of the Loans. . . . . . . . . . . 19
Section 2.9. Mandatory Repayments of the Loans. . . . . 19
Section 2.10. Optional Prepayments or Repayments of
Loans . . . . . . . . . . . . . . . . 19

Section 3. LETTERS OF CREDIT. . . . . . . . . . . . . . . . . 19
Section 3.1. Letter of Credit Commitments . . . . . . . . 19
Section 3.2. Reimbursement Obligation of the
Borrowers. . . . . . . . . . . . . . . . 20
Section 3.3. Letter of Credit Payments. . . . . . . . . 21
Section 3.4. Obligations Absolute. . . . . . . . . . . 21
Section 3.5. Reliance by Agent. . . . . . . . . . . . . 22

Section 4.FEES, PAYMENTS, AND COMPUTATIONS; JOINT AND
SEVERAL LIABILITY . . . . . . . . . . . . . . . . . 22
Section 4.1. Fees . . . . . . . . . . . . . . . . 22
Section 4.2. Payments. . . . . . . . . . . . . . . . . 23
Section 4.3. Computations. . . . . . . . . . . . . . . 24
Section 4.4. Capital Adequacy. . . . . . . . . . . . . 24
Section 4.5. Certificate. . . . . . . . . . . . . . . . 25
Section 4.6. Interest on Overdue Amounts. . . . . . . . 25
Section 4.7. Interest Limitation. . . . . . . . . . . . 25
Section 4.8. Eurodollar Indemnity. . . . . . . . . . . 25
Section 4.9. Illegality; Inability to Determine
Eurodollar Rate. . . . . . . . . . . . . 26
Section 4.10. Additional Costs, Etc. . . . . . . . . . . 26
Section 4.11. Concerning Joint and Several Liability
of the Borrowers. . . . . . . . . . . . . 27
Section 4.12. New Borrowers. . . . . . . . . . . . . . . 29

Section 5. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . 30
Section 5.1. Corporate Authority. . . . . . . . . . . . . 30
Section 5.2. Governmental Approvals. . . . . . . . . . 31
Section 5.3. Title to Properties; Leases. . . . . . . . 31
Section 5.4. Financial Statements; Solvency. . . . . . . 31
Section 5.5. No Material Changes, Etc. . . . . . . . . 31
Section 5.6. Permits, Franchises, Patents,
Copyrights, Etc. . . . . . . . . . . . . 32
Section 5.7. Litigation. . . . . . . . . . . . . . . . 32
Section 5.8. No Materially Adverse Contracts, Etc. . . 32
Section 5.9. Compliance With Other Instruments,
Laws, Etc. . . . . . . . . . . . . . . . 32
Section 5.10. Tax Status. . . . . . . . . . . . . . . . 33
Section 5.11. No Event of Default. . . . . . . . . . . 33
Section 5.12. Holding Company and Investment Company Acts. 33
Section 5.13. Absence of Financing Statements, Etc. . . 33
Section 5.14. Employee Benefit Plans. . . . . . . . . . . 34
Section 5.15. Use of Proceeds. . . . . . . . . . . . . 34
Section 5.16. Environmental Compliance. . . . . . . . . 34
Section 5.17. Perfection of Security Interests. . . . . 36
Section 5.18. Certain Transactions. . . . . . . . . . . 36
Section 5.19. Subsidiaries. . . . . . . . . . . . . . . 37
Section 5.20. Capitalization. . . . . . . . . . . . . . . 37
Section 5.21. True Copies of Charter and Other Documents. 37
Section 5.22. Disclosure. . . . . . . . . . . . . . . . 37

Section 6. AFFIRMATIVE COVENANTS OF THE BORROWERS. . . . . . 38
Section 6.1. Punctual Payment . . . . . . . . . . . . . . 38
Section 6.2. Maintenance of Office. . . . . . . . . . . 38
Section 6.3. Records and Accounts. . . . . . . . . . . 38
Section 6.4. Financial Statements, Certificates
and Information. . . . . . . . . . . . . 38
Section 6.5. Corporate Existence and Conduct of
Business. . . . . . . . . . . . . . . . 40
Section 6.6. Maintenance of Properties. . . . . . . . . 40
Section 6.7. Insurance. . . . . . . . . . . . . . . . . 41
Section 6.8. Taxes . . . . . . . . . . . . . . . . 41
Section 6.9. Inspection of Properties, Books,
and Contracts. . . . . . . . . . . . . . 41
Section 6.10. Compliance with Laws, Contracts,
Licenses and Permits; Maintenance
of Material Licenses and Permits . . . . 41
Section 6.11. ENVIRONMENTAL INDEMNIFICATION. . . . . . 42
Section 6.12. Further Assurances. . . . . . . . . . . . 42
Section 6.13. Notice of Potential Claims or Litigation. 43
Section 6.14. Notice of Certain Events Concerning
Insurance and Environmental Claims. . . . 43
Section 6.15. Response Actions. . . . . . . . . . . . . 44
Section 6.16. Environmental Assessments. . . . . . . . 44
Section 6.17. Notice of Default. . . . . . . . . . . . 44
Section 6.18. Closure and Post Closure Liabilities. . . 45

Section 7. CERTAIN NEGATIVE COVENANTS OF THE BORROWERS. . . 45
Section 7.1. Restrictions on Indebtedness. . . . . . . 45
Section 7.2. Restrictions on Liens. . . . . . . . . . . 46
Section 7.3. Restrictions on Investments. . . . . . . . 48
Section 7.4. Mergers, Consolidations, Sales. . . . . . 48
Section 7.5. Sale and Leaseback. . . . . . . . . . . . 50
Section 7.6. Restricted Distributions and Redemptions. 50
Section 7.7. Employee Benefit Plans. . . . . . . . . . 50
Section 7.8. Negative Pledges. . . . . . . . . . . . . 51

Section 8. FINANCIAL COVENANTS OF THE BORROWERS. . . . . . . 51
Section 8.1. Fixed Charge Coverage. . . . . . . . . . . 51
Section 8.2. Leverage Ratio. . . . . . . . . . . . . . 51
Section 8.3. Interest Coverage Ratio. . . . . . . . . . 51
Section 8.4. Profitable Operations. . . . . . . . . . . 52
Section 8.5. Capital Expenditures. . . . . . . . . . . 52

Section 9. CLOSING CONDITIONS. . . . . . . . . . . . . . . . 52
Section 9.1. Corporate Action. . . . . . . . . . . . . 52
Section 9.2. Loan Documents, Etc. . . . . . . . . . . . 52
Section 9.3. Certified Copies of Charter Documents. . . 52
Section 9.4. Incumbency Certificate. . . . . . . . . . 52
Section 9.5. Validity of Liens. . . . . . . . . . . . . 53
Section 9.6. UCC Search Results. . . . . . . . . . . . 53
Section 9.7. Certificates of Insurance. . . . . . . . . 53
Section 9.8. Opinion of Counsel. . . . . . . . . . . . 53
Section 9.9. Environmental Permit Certificate. . . . . 53

Section 10. CONDITIONS OF ALL LOANS. . . . . . . . . . . . . 53
Section 10.1. Representations True; No Event of Default. 53
Section 10.2. Performance; No Event of Default. . . . . 54
Section 10.3. No Legal Impediment. . . . . . . . . . . 54
Section 10.4. Governmental Regulation. . . . . . . . . 54
Section 10.5. Proceedings and Documents. . . . . . . . 54

Section 11. COLLATERAL SECURITY. . . . . . . . . . . . . . . 54

Section 12. EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF
COMMITMENT . . . . . . . . . . . . . . . . 55
Section 12.1. Events of Default and Acceleration. . . . 55
Section 12.2. Termination of Commitments. . . . . . . . 57
Section 12.3. Remedies. . . . . . . . . . . . . . . . . 58

Section 13. SETOFF . . . . . . . . . . . . . . . . 58

Section 14. THE AGENT . . . . . . . . . . . . . . . . 59
Section 14.1. Appointment of Agent, Powers and
Immunities. . . . . . . . . . . . . . . 59
Section 14.2. Actions By Agent. . . . . . . . . . . . . 60
Section 14.3. INDEMNIFICATION. . . . . . . . . . . . . 60
Section 14.4. Reimbursement. . . . . . . . . . . . . . 61
Section 14.5. Documents. . . . . . . . . . . . . . . . 61
Section 14.6. Non-Reliance on Agent and Other Banks. . 61
Section 14.7. Resignation or Removal of Agent. . . . . 62
Section 14.8. Action by the Banks, Consents,
Amendments, Waivers, Etc. . . . . . . . 62

Section 15. EXPENSES . . . . . . . . . . . . . . . . 63

Section 16. INDEMNIFICATION. . . . . . . . . . . . . . . . . 63

Section 17. SURVIVAL OF COVENANTS, ETC. . . . . . . . . . . 64

Section 18. ASSIGNMENT AND PARTICIPATION. . . . . . . . . . 65

Section 19. PARTIES IN INTEREST. . . . . . . . . . . . . . . 66

Section 20. NOTICES, ETC . . . . . . . . . . . . . . . . 66

Section 21. MISCELLANEOUS . . . . . . . . . . . . . . . . 67

Section 22. ENTIRE AGREEMENT, ETC. . . . . . . . . . . . . . 67

Section 23. WAIVER OF JURY TRIAL. . . . . . . . . . . . . . 67

Section 24. GOVERNING LAW . . . . . . . . . . . . . . . . 68

Section 25. SEVERABILITY . . . . . . . . . . . . . . . . 68

Schedules & Exhibits

Exhibit A Form of Revolving Credit Note
Exhibit B Form of Loan and Letter of Credit Request
Exhibit C Form of Compliance Certificate
Exhibit D Form of Environmental Compliance Certificate
Exhibit E Parent's Standard Due Diligence Practices

Schedule 1 Subsidiaries of the Parent
Schedule 5.7 Litigation
Schedule 5.16 Environmental Matters
Schedule 5.18 Certain Transactions
Schedule 5.20(b) Outstanding Stock Options
Schedule 6.7 Insurance
Schedule 7.1(b) Existing Indebtedness
Schedule 7.2(g) Existing Liens

Bos-Bus:356834

AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of
March 26, 1997 (the "Agreement"), by and among (a) SUPERIOR SERVICES,
INC., a Wisconsin corporation (the "Parent"), the subsidiaries of the
Parent identified on Schedule 1 hereto (the "Subsidiaries," and
collectively with the Parent, the "Borrowers"), (b) THE FIRST NATIONAL
BANK OF BOSTON ("FNBB"), a national banking association having its
principal place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, LASALLE NATIONAL BANK ("LaSalle"), a national banking association
having its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, BANK ONE, WISCONSIN ("Bank One"), a Wisconsin
banking association having its principal place of business at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, BANK OF AMERICA ILLINOIS, an
Illinois banking association having its principal place of business at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("BAI"), and the other
lending institutions which become parties hereto (each a "Bank" and,
collectively, the "Banks"), and (c) THE FIRST NATIONAL BANK OF BOSTON, as
agent for the Banks (the "Agent").

WHEREAS, the Banks, the Agent, and the Borrowers wish to amend and
restate the Original Credit Agreement (defined below) to increase the
Total Commitment and to amend certain terms and provisions thereof;
NOW THEREFORE, subject to the satisfaction of the conditions set
forth in Section 9 hereof, the Borrowers, the Banks, and the Agent hereby
agree that the Original Credit Agreement is hereby amended and restated in
its entirety as set forth herein.

Section 1. DEFINITIONS AND RULES OF INTERPRETATION.

Section 1.1. Definitions. The following terms shall have the
meanings set forth in this Section 1 or elsewhere in the provisions of
this Agreement referred to below:

Accountants. See Section 5.4(a).

Agent. FNBB acting as agent for the Banks.

Agent's Head Office. The Agent's head office is located at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other location as
the Agent may designate from time to time.

Agreement. This Amended and Restated Revolving Credit Agreement,
including the Schedules and Exhibits hereto.

Applicable Commitment Rate. The Applicable Commitment Rate shall be
as set forth in the Pricing Table.

Applicable Eurodollar Margin. The Applicable Eurodollar Margin on
Eurodollar Loans shall be as set forth in the Pricing Table. Any change
in the Applicable Margin shall become effective on the first day of each
Interest Period which begins three (3) or more days after receipt by the
Banks of financial statements delivered pursuant to Section 6.4(a) or (b)
hereof which indicate a change in the Leverage Ratio and in the Applicable
Eurodollar Margin in accordance with the Pricing Table. If at any time
the financial statements required to be delivered pursuant to Section
6.4(a) or (b) hereof are not delivered within the time periods specified
in such subsections, the Applicable Eurodollar Margin shall be 1.75% with
respect to any Eurodollar Loan requested on or after the date on which
such financial statements were required to be delivered but before the
time of actual receipt of such financial statements, subject to adjustment
upon actual receipt of such financial statements.

Applicable Laws. See Section 6.10.

Applicable L/C Margin. The Applicable L/C Margin on Letters of
Credit shall be as set forth in the Pricing Table. The effective date of
a change in the Applicable L/C Margin shall be the first day after receipt
by the Banks of financial statements delivered pursuant to Section 6.4(a)
or (b) hereof which indicate a change in the Leverage Ratio and in the
Applicable L/C Margin in accordance with the Pricing Table. If at any
time the financial statements required to be delivered pursuant to Section
6.4(a) or (b) hereof are not delivered within the time periods specified
in such subsections, the Applicable L/C Margin shall be 1.75% with respect
to any Financial Letter of Credit and 1.25% with respect to any other
Letter of Credit issued after the date on which such financial statements
were required to be delivered but before actual receipt of such financial
statements, subject to adjustment upon actual receipt of such financial
statements.

Balance Sheet Date. December 31, 1995.

Base Rate. The higher of (a) the annual rate of interest announced
from time to time by the Agent at its head office in Boston, Massachusetts
as its "base rate" (it being understood that such rate is a reference rate
and not necessarily the lowest rate of interest charged by the Agent) or
(b) one percent (1%) above the overnight federal funds effective rate, as
published by the Board of Governors of the Federal Reserve System, as in
effect from time to time.

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

Borrowers. See Preamble.

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

Capital Assets. Fixed assets, both tangible (such as land,
buildings, fixtures, machinery and equipment) and intangible (such as
patents, copyrights, trademarks, franchises and good will); provided that
Capital Assets shall not include (a) any item customarily charged directly
to expense or depreciated over a useful life of twelve (12) months or less
in accordance with generally accepted accounting principles, or (b) any
item obtained through an acquisition permitted by Section 7.4 hereof.

Capital Expenditures. Amounts paid or indebtedness incurred by the
Borrowers in connection with the purchase or lease by the Borrowers of
Capital Assets that would be required to be capitalized and shown on the
balance sheet of such Person in accordance with generally accepted
accounting principles.

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, that such financial
statements present fairly the financial position of such Person.

CFO. See Section 6.4(b).

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

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

Collateral. All of the property, rights and interests of the
Borrowers that are or are intended to be subject to the security interests
created by the Stock Pledge Agreement.

Commitment. With respect to each Bank, the amount determined by
multiplying such Bank's Commitment Percentage by the Total Commitment
specified in Section 2.1 hereof, as the same may be reduced from time to
time.

Commitment Fee. See Section 4.1.

Commitment Percentage. With respect to each Bank, the percentage set
forth beside its name below (subject to adjustment upon any assignments
pursuant to Section 18):

Bank Percentage

FNBB 36.3636%

LaSalle 22.7273%

Bank One 22.7273%

Bank of America 18.1818%

Company Balance Sheet Date. September 30, 1996.

Compliance Certificate. See Section 6.4(c).

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

Consolidated Earnings Before Interest, Taxes and Amortization or
EBITA. For any period, the consolidated net income (or deficit) of the
Borrowers determined in accordance with GAAP, plus (a) interest expense,
(b) income taxes, and (c) amortization expense relating to intangible
assets for such period, to the extent that each was deducted in
determining Consolidated Net Income (or Deficit), minus (d) interest
income in excess of 5% of total EBITA, and (e) that portion of EBITA which
is derived from Borrowers that are not wholly-owned Subsidiaries and is in
excess of 10% of total EBITA, to the extent that each was included in
Consolidated Net Income (or Deficit), provided that, for purposes of
calculating the financial covenants pursuant to Section 8 hereof, the
portion of EBITA derived from Subsidiaries acquired since the date of the
most recent financial statements delivered to the Banks pursuant to
Section 6.4 hereof shall be included in the calculation of EBITA if (i)
the financial statements of such acquired Subsidiaries have been audited
for the period sought to be included by an independent accounting firm
satisfactory to the Agent or (ii) the Majority Banks consent to such
inclusion. Such acquired EBITA will be further adjusted to add back
owner's compensation and the net benefits of internalizing waste disposal,
each as certified by the CFO and, in the case of net benefits, with the
approval of the Agent.

Consolidated Earnings Before Interest, Taxes, Depreciation and
Amortization or EBITDA. For any period, EBITA plus depreciation expense,
to the extent such expense was deducted in determining Consolidated Net
Income (or Deficit).

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

Consolidated Tangible Net Worth. The excess of Consolidated Total
Assets over Consolidated Total Liabilities less the sum of:

(a) the total book value of all assets of the Borrowers on a
consolidated basis properly classified as intangible assets under GAAP,
including such items as good will, the value of all non-competition
agreements and waste collection routes, the purchase price of acquired
assets in excess of the fair market value thereof, trademarks, trade
names, service marks, brand names, copyrights, patents and licenses, and
rights with respect to the foregoing on the consolidated balance sheet of
the Borrowers; plus

(b) all amounts representing any write-up in the book value of any
consolidated assets resulting from a revaluation thereof subsequent to the
Company Balance Sheet Date.

Consolidated Total Assets. All assets of the Borrowers determined on
a consolidated basis in accordance with GAAP.

Consolidated Total Interest Expense. For any period, the aggregate
amount of interest expense 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, including capitalized interest expense for
such period.

Consolidated Total Liabilities. All liabilities of the Borrowers
determined on a consolidated basis in accordance with GAAP.

Consulting Engineer. An environmental consulting firm acceptable to
the Agent.

Default. See Section 12.

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,
any partnership interests or any membership interests of any Person, other
than dividends or other distributions payable solely in shares of common
stock, partnership interests or membership units of such Person, as the
case may be; the purchase, redemption, or other retirement of any shares
of any class of capital stock, partnership interests or membership units
of such Person, 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, partnership interest or membership
unit of such Person.

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 Section 2.5.

EBITA. See definition of Consolidated Earnings Before Interest,
Taxes and Amortization.

EBITDA. See definition of Consolidated Earnings Before Interest,
Taxes, Depreciation and Amortization.

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

Environmental Laws. See Section 5.16(a).

EPA. See Section 5.16(b).

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

ERISA Affiliate. Any Person which is treated as a single employer
with any Borrower under Section 414 of the Code.

ERISA Reportable Event. A reportable event with respect to a
Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and
the regulations promulgated thereunder as to which the requirement of
notice has not been waived.

Escrowed Shares. Shares of common stock of the Parent which have
been placed in escrow in connection with the acquisition of a subsidiary
and held against potential indemnification claims made by the Parent
against the former shareholders of such subsidiary.

Eurodollar Business Day. Any Business Day on which dealings in
foreign currency and exchange are carried on among banks in London,
England.

Eurodollar Interest Determination Date. For any Interest Period, the
date two Eurodollar Business Days prior to the first day of such Interest
Period.

Eurodollar Loans. Loans bearing interest calculated by reference to
the Eurodollar Rate plus the Applicable Eurodollar Margin.

Eurodollar Offered Rate. The rate per annum at which deposits of
dollars are offered to the Agent by prime banks in whatever Eurodollar
interbank market may be selected by the Agent, in its sole discretion,
acting in good faith, at or about 11:00 a.m. local time in such interbank
market, on the Eurodollar Interest Determination Date for a period equal
to the period of such Interest Period in an amount substantially equal to
the principal amount requested to be loaned at or converted to a rate
based on the Eurodollar Rate.

Eurodollar Rate. The rate per annum, rounded upwards to the nearest
1/16 of 1%, determined by the Agent with respect to an Interest Period in
accordance with the following formula:

Eurodollar Rate = Eurodollar Offered Rate

1-Reserve Rate

Event of Default. See Section 12.

Financial Letter of Credit. A Letter of Credit where the event which
triggers payment is financial, such as the failure to pay money, and not
performance-related, such as failure to ship a product or provide a
service, as set forth in greater detail in the letter dated March 30, 1995
from the Board of Governors of the Federal Reserve System or in any
applicable directive or letter ruling of the Board of Governors of the
Federal Reserve System issued subsequent thereto.

Funded Debt. Consolidated Indebtedness of the Borrowers for borrowed
money and guarantees of debt for borrowed money recorded on the
Consolidated balance sheet of the Borrowers, including Reimbursement
Obligations of the Borrowers with respect to Letters of Credit, the amount
of any Indebtedness of such Persons for Capitalized Leases which
corresponds to principal.

generally accepted accounting principles or GAAP. When used in
general, generally accepted accounting principles means (1) principles
that are consistent with the principles promulgated or adopted by the
Financial Accounting Standards Board and its predecessors, in effect for
the fiscal year ended on the Balance Sheet Date, as shall be concurred in
by independent certified public accountants of recognized standing whose
report expresses an unqualified opinion (other than a qualification
regarding changes in generally accepted accounting principles) as to
financial statements in which such principles have been applied; and
(2) when used with reference to the Borrowers, such principles shall
include (to the extent consistent with such principles) the accounting
practices reflected in the consolidated financial statements for the year
ended on the Balance Sheet Date.

Guaranteed Pension Plan. Any employee pension benefit plan within
the meaning of Section 3(2) of ERISA maintained or contributed to by any
Borrower 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. See Section 5.16(b).

Indebtedness. All obligations, contingent or otherwise, that in
accordance with GAAP should be classified upon the obligor's balance sheet
as liabilities, or to which reference should be made by footnotes thereto,
including in any event and whether or not so classified: (a) all debt and
similar monetary obligations (including capitalized leases and operating
leases with a term longer than 3 years), whether direct or indirect; (b)
all liabilities secured by any mortgage, pledge, security interest, lien,
charge, or other encumbrance existing on property owned or acquired
subject thereto, whether or not the liability secured thereby shall have
been assumed; and (c) all guarantees, endorsements and other contingent
obligations in respect of indebtedness of others, whether direct or
indirect, including any obligation to supply funds to or in any manner to
invest in, directly or indirectly, the debtor, to purchase indebtedness,
or to assure the owner of indebtedness against loss, through an agreement
to purchase goods, supplies, or services for the purpose of enabling the
debtor to make payment of the indebtedness held by such owner or
otherwise, and the obligations to reimburse the issuer in respect of any
letters of credit.

Interest Period. With respect to each Eurodollar Loan:

(a) initially, the period commencing on the date of a conversion
from a Base Rate Loan into a Eurodollar Loan or the making of a Eurodollar
Loan, and ending one (1), two (2), three (3), or six (6) months
thereafter, as the case may be, as the Borrowers may select; and

(b) thereafter, each subsequent Interest Period shall begin on the
last day of the preceding Interest Period and end one (1), two (2),
three (3), or six (6) months thereafter, as the case may be, as the
Borrowers may select;

(c) provided that any Interest Period which would otherwise end on a
day which is not a Business Day shall be deemed to end on the next
Business Day.

Investments. All expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness
of, or for loans, advances, capital contributions or transfers of property
to, or in respect of any guaranties (or other commitments as described
under Indebtedness), or obligations of, any Person. In determining the
aggregate amount of Investments outstanding at any particular time:
(a) the amount of any Investment represented by a guaranty shall be taken
at not less than the principal amount of the obligations guaranteed and
still outstanding; (b) there shall be included as an Investment all
interest accrued with respect to Indebtedness constituting an Investment
unless and until such interest is paid; (c) there shall be deducted in
respect of each such Investment any amount received as a return of capital
(but only by repurchase, redemption, retirement, repayment, liquidating
dividend or liquidating distribution); (d) there shall not be deducted in
respect of any Investment any amounts received as earnings on such
Investment, whether as dividends, interest or otherwise, except that
accrued interest included as provided in the foregoing clause (b) may be
deducted when paid; and (e) there shall not be deducted from the aggregate
amount of Investments any decrease in the value thereof.

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

Letter of Credit Fee. See Section 4.1(b).

Letter of Credit Participation. See Section 3.1(b).

Letters of Credit. Standby Letters of Credit issued or to be issued
by the Agent under Section 3 hereof for the account of the Borrowers.

Leverage Ratio. See Section 8.1.

Loan and Letter of Credit Request. See Section 2.6.

Loan Documents. This Agreement, the Notes, the Letter of Credit
Applications, the Letters of Credit, and the Stock Pledge Agreement.

Loans. Revolving credit loans made or to be made by the Banks to the
Borrowers pursuant to Section 2.

Majority Banks. As of any date, the Banks holding fifty-one percent
(51%) of the outstanding principal amount of the Loans on such date; and
if no such principal is outstanding, the Banks whose aggregate Commitments
constitute fifty-one percent (51%) of the Total Commitment.

Maturity Date. March 26, 2002.

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

Maximum Rate. With respect to each Bank, the maximum lawful
nonusurious rate of interest (if any) which under Applicable Law such Bank
may charge the Borrowers on the Loans and other Obligations from time to
time.

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

Notes. The promissory notes of the Borrowers evidencing the Loans
hereunder, dated as of the date of this Agreement and in substantially the
form of Exhibit A hereto.

Obligations. All indebtedness, obligations and liabilities of the
Borrowers to any of the Banks or the Agent, individually or collectively,
existing on the date of this 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 Agreement or
any of the other Loan Documents or in respect of any of the Loans made or
Reimbursement Obligations incurred or the Letters of Credit, the Notes or
any other instrument at any time evidencing any thereof.

Original Credit Agreement. That certain Revolving Credit Agreement
dated as of September 1, 1993, as amended, by and among (a) the Parent
(formerly known as Superior Environmental Services, Inc.) and the
Subsidiaries of the Parent listed on Schedule 1 thereto, (b) FNBB,
LaSalle, and Bank One, Texas, National Association and (c) FNBB, as Agent.

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

Permitted Liens. See Section 7.2.

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

Pricing Table:
Applicable Applicable Applicable
Leverage Ratio Eurodollar Margin L/C Margin Commitment Rate
(per annum) (per annum) (per annum)
<1.50:1 0.75% 0.75% 0.250%
1.50<=2.00:1 1.00% 1.00% 0.250%
>2.00<=2.50:1 1.25% 1.25% 0.300%
>2.50<=2.75:1 1.50% 1.50% 0.375%
>2.75:1 1.75% 1.75% 0.375%

Proforma EBITA. For any twelve month period, the consolidated net
income (or deficit) of the Borrowers and any Subsidiaries acquired within
the past twelve months or to be acquired (excluding that portion derived
from landfill operations the Remaining Permitted Life of which is less
than two years after the Maturity Date) as if the Subsidiaries had been
owned for those twelve months, determined in accordance with GAAP plus (a)
interest expense, (b) income taxes, and (c) amortization expense relating
to intangible assets for such period, to the extent that each was deducted
in determining Consolidated Net Income (or Deficit), minus (d) interest
income in excess of 5% of EBITA, and (e) that portion of EBITA which is
derived from Borrowers that are not wholly-owned Subsidiaries and is in
excess of 10% of total EBITA, to the extent that each was included in
determining Consolidated Net Income (or Deficit), provided that, for
purposes of calculating the financial covenants pursuant to Section 8
hereof, the portion of EBITA derived from Subsidiaries acquired since the
date of the most recent financial statements delivered to the Banks
pursuant to Section 6.4 hereof shall be included in the calculation of
EBITA if (i) the financial statements of such acquired Subsidiaries have
been audited for the period sought to be included by an independent
accounting firm satisfactory to the Agent or (ii) the Majority Banks
consent to such inclusion. Such acquired Proforma EBITA will be further
adjusted to add back owner's compensation and the net benefits of
internalizing waste disposal, each as certified by the CFO and, in the
case of net benefits, with the approval of the Agent.

Proforma Interest Expense. The annual interest obligations at the
current rates of interest on existing Indebtedness of the Borrowers and
the Indebtedness to be assumed or incurred in connection with an
acquisition.

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

Reimbursement Obligation. The Borrowers' obligation to reimburse the
Agent and the Banks on account of any drawing under any Letter of Credit
as provided in Section 3.2.

RCRA. See definition of Release.

Release. Shall have the meaning specified in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.
Section Section 9601 et seq. ("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. Section Section 6901 et seq. ("RCRA")
and regulations promulgated thereunder; provided, that in the event either
CERCLA or RCRA is amended so as to broaden the meaning of any term defined
thereby, such broader meaning shall apply as of the effective date of such
amendment and provided further, 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.

Remaining Permitted Life. The number of months remaining in any
landfill's useful life, determined by dividing (a) the remaining permitted
capacity of such landfill by (b) the most recent estimate of the current
rate of monthly use.

Reserve Rate. The rate, expressed as a decimal, at which the Banks
would be required to maintain reserves under Regulation D of the Board of
Governors of the Federal Reserve System (or any subsequent or similar
regulation relating to such reserve requirements) against "Eurocurrency
Liabilities" (as such term is defined in Regulation D), or against any
other category of liabilities which might be incurred by the Banks to fund
Loans bearing interest based on the Eurodollar Rate, if such liabilities
were outstanding.

Stock Pledge Agreement. The Stock Pledge Agreement, amended and
restated as of the Closing Date, among the Borrowers and the Agent in form
and substance satisfactory to the Agent.

Subsidiary. Any corporation, association, trust, or other business
entity of which the designated parent 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.

Total Commitment. See Section 2.1.

Section 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 Agreement.

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

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

(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 Commonwealth of Massachusetts, have
the meanings assigned to them therein.

(h) Reference to a particular "Section " refers to that section
of this Agreement unless otherwise indicated.

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

Section 2. THE REVOLVING CREDIT FACILITY.

Section 2.1. Commitment to Lend. Subject to the terms and
conditions set forth in this Agreement, each of the Banks severally agrees
to lend to the Borrowers and the Borrowers may borrow, repay, and reborrow
from time to time between the Closing Date and the Maturity Date, upon
notice by the Borrowers to the Agent given in accordance with Section 2.6,
its Commitment Percentage of such sums as are requested by the Borrowers,
provided that the outstanding amount of Loans and the Maximum Drawing
Amount of the Letters of Credit shall not exceed a maximum aggregate
amount outstanding of $110,000,000 at any time, as such amount may be
reduced or increased pursuant to Section 2.2 hereof (the "Total
Commitment"). The Loans shall be made pro rata in accordance with each
Bank's Commitment Percentage. Each request for a Loan hereunder shall
constitute a representation and warranty by the Borrowers that the
conditions set forth in Section 9 and Section 10, as the case may be, have
been satisfied on the date of such request.

Section 2.2.Reduction of Total Commitment; Increase of Total
Commitment

(a) The Borrowers shall have the right at any time and from time to
time upon two (2) Business Days' prior written notice to the Agent to
reduce by $1,000,000 or an integral multiple thereof or terminate entirely
the Total Commitment, whereupon the Commitments of the Banks 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 Agent will notify the Banks promptly after receiving any
notice of the Borrowers delivered pursuant to this Section 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.

(c) Unless a Default or Event of Default has occurred and is
continuing, the Borrowers may request that the Total Commitment be
increased by $40,000,000 hereunder, subject to the approval of the Agent,
provided, however, that (i) any Bank which is a party to this Agreement
prior to such increase may elect to fund its pro rata share of the
increase, thereby increasing its Commitment hereunder, but no Bank shall
be required to do so, (ii) in the event that it becomes necessary to
include a new Bank to provide additional funding under this Section 2.2,
such new Bank must be reasonably acceptable to the Agent and the
Borrowers, and (iii) the Banks' Commitment Percentages shall be
correspondingly adjusted, as necessary, to reflect any increase in the
Total Commitment.

Section 2.3. The Notes. The Loans shall be evidenced by separate
promissory notes of the Borrowers in substantially the form of Exhibit A
hereto (each a "Note"), dated as of the Closing Date and completed with
appropriate insertions. One Note shall be payable to the order of each
Bank in a principal amount equal to such Bank's Commitment or, if less,
the outstanding amount of all Loans made by such Bank, plus interest
accrued thereon, as set forth below. The Borrowers irrevocably authorize
each Bank to make or cause to be made, in connection with a Drawdown Date
of any Loan or at the time of receipt of any payment of principal on such
Bank's Note, an appropriate notation on such Bank's records reflecting the
making of such Loan or the receipt of such payment (as the case may be).
The outstanding amount of the Loans set forth on such Bank's record shall
be prima facie evidence of the principal amount thereof owing and unpaid
to such Bank, but the failure to record, or any error in so recording, any
such amount shall not limit or otherwise affect the obligations of the
Borrowers hereunder or under any Note to make payments of principal of or
interest on any Note when due.

Section 2.4. Interest on Loans.

The outstanding principal amount of the Loans shall bear interest at
the rate per annum equal to (a) the Base Rate, or (b) at the Borrowers'
option as provided herein, the Eurodollar Rate plus the Applicable
Eurodollar Margin. Interest shall be payable (x) quarterly in arrears on
the first Business Day of the next succeeding quarter, commencing April 1,
1997, on Base Rate Loans, (y) on the last day of the applicable Interest
Period, and if such Interest Period is longer than three (3) months, also
on the last day of the third month following the commencement of such
Interest Period, on Eurodollar Loans, and (z) on the Maturity Date for all
Loans.

Section 2.5. 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 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
such 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
Agent pursuant to Section 2.5(b) hereof. Upon determining any Eurodollar
Rate, the Agent shall forthwith provide notice thereof to the Borrowers
and the Banks, and each such notice to the Borrowers and the Banks shall
be considered prima facie 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 Agent not later than 11:00 a.m. (Boston time) of its
election pursuant to Section 2.5(a). Each such notice delivered to the
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 Agent notice of their election
hereunder together with all of the other information required by this
Section 2.5(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
Maturity Date.

(d) All Eurodollar Loans shall be in a minimum amount of not
less than $1,000,000 and in integral multiples of $100,000 above such
amount. In no event shall the Borrowers have more than seven (7)
different maturities of Eurodollar Loans outstanding at any time.

(e) All Base Rate Loans shall be in a minimum amount of not
less than $500,000 and in integral multiples of $100,000 above such
amount.

Section 2.6. Requests for Revolving Credit Loans. The Borrowers
shall give to the Agent written notice in the form of Exhibit B hereto (or
telephonic notice confirmed by telecopy on the same Business Day in the
form of Exhibit B hereto) of each Loan requested hereunder (a "Loan and
Letter of Credit Request") not later than 11:00 a.m. Boston time
(a) one (1) Business Day prior to the proposed Drawdown Date of any Base
Rate Loan, or (b) three (3) Eurodollar Business Days prior to the proposed
Drawdown Date of any Eurodollar Loan. Each such notice shall be given by
the Parent and shall specify the principal amount of the Loan requested
and shall include a current Loan and Letter of Credit Request, reflecting
the Maximum Drawing Amount of all Letters of Credit outstanding. Each
Loan and Letter of Credit Request shall be irrevocable and binding on the
Borrowers and shall obligate the Borrowers to accept the Loan requested
from the Banks on the proposed Drawdown Date. Each of the representations
and warranties made by or on behalf of any of the Borrowers to the Banks
or the Agent in this Agreement or any other Loan Document shall be true
and correct in all material respects when made and shall, for all purposes
of this 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 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 to an earlier date). The
Agent shall promptly notify each Bank of each Loan and Letter of Credit
Request received by the Agent.

Section 2.7. Funds for Loans.

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

(b) The Agent may, unless notified to the contrary by any Bank prior
to a Drawdown Date, assume that such Bank has made available to the Agent
on such Drawdown Date the amount of such Bank's Commitment Percentage of
the Loans to be made on such Drawdown Date, and the Agent may (but it
shall not be required to), in reliance upon such assumption, make
available to the Borrowers a corresponding amount. If any Bank makes
available to the Agent such amount on a date after such Drawdown Date,
such Bank shall pay to the 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 Agent for federal
funds acquired by the Agent during each day included in such period, times
(ii) the amount of such Bank's Commitment Percentage of such 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 Bank's Commitment Percentage of such Loans shall become immediately
available to the Agent, and the denominator of which is 365. A statement
of the Agent submitted to such Bank with respect to any amounts owing
under this paragraph shall be prima facie evidence, absent manifest error,
of the amount due and owing to the Agent by such Bank. If the amount of
such Bank's Commitment Percentage of such Loans is not made available to
the Agent by such Bank within three (3) Business Days following such
Drawdown Date, the Agent shall be entitled to recover such amount from the
Borrowers on demand, with interest thereon at the rate per annum
applicable to the Loans made on such Drawdown Date.

Section 2.8. Maturity of the Loans. The Loans shall be due and
payable on the Maturity Date. The Borrowers promise to pay on the
Maturity Date all Loans outstanding on such date, together with any and
all accrued and unpaid interest thereon.

Section 2.9. Mandatory Repayments of the Loans. If at any time the
outstanding amount of the Loans plus the Maximum Drawing Amount of all
outstanding Letters of Credit plus unpaid Reimbursement Obligations
exceeds the Total Commitment, whether by reduction of the Total Commitment
or otherwise, then the Borrowers shall immediately pay the amount of such
excess to the Agent for application to the Loans, or if no Loans shall be
outstanding, to be held by the Agent as collateral security for the
Reimbursement Obligations, provided, however, that if the amount of cash
collateral held by the Agent pursuant to this Section 2.9 exceeds the
amount of the Obligations the Agent shall return such excess to the
Borrowers.

Section 2.10. Optional Prepayments or Repayments of Loans. The
Borrowers shall have the right, at their election, to repay or prepay the
outstanding amount of the Loans, as a whole or in part, at any time
without penalty or premium. The Borrowers shall give the Agent, no later
than 11:00 a.m. (Boston time) on the Business Day of such proposed
prepayment or repayment, written notice (or telephonic notice confirmed in
writing) of any proposed prepayment or repayment pursuant to this Section
2.10, specifying the proposed date of prepayment or repayment of Loans and
the principal amount to be paid; provided that the Borrowers may not make
any prepayment of any Eurodollar Loan on a date other than the last day of
the applicable Interest Period.

Section 3. LETTERS OF CREDIT.

Section 3.1. Letter of Credit Commitments.

(a) Subject to the terms and conditions hereof and the
execution and receipt of a Loan and Letter of Credit Request reflecting
the Maximum Drawing Amount of all Letters of Credit (including the
requested Letter of Credit) and a Letter of Credit Application, the Agent,
on behalf of the Banks and in reliance upon the agreement of the Banks set
forth in Section 3.1(b) and upon the representations and warranties of the
Borrowers contained herein, agrees to issue standby letters of credit, in
such form as may be requested from time to time by the Borrowers and
agreed to by the Agent; provided, however, that, after giving effect to
such request, the aggregate Maximum Drawing Amount of all letters of
credit issued at any time under this Section 3.1(a) (the "Letters of
Credit") shall not exceed $30,000,000, and no Letter of Credit shall have
an expiration date later than the earlier of (i) one (1) year after the
date of issuance of the Letter of Credit (which may incorporate automatic
renewals for periods of up to one (1) year, provided that the Agent may,
upon 30 days' notice to the beneficiary, cancel such Letter of Credit
which has been renewed beyond its initial one (1) year term), or (ii)
thirty (30) days prior to the Maturity Date.

(b) Each Bank 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
Bank's Commitment Percentage thereof, to reimburse the Agent on demand for
the amount of each draft paid by the Agent under each Letter of Credit to
the extent that such amount is not reimbursed by the Borrowers pursuant to
Section 3.2 (such agreement for a Bank being called herein the "Letter of
Credit Participation" of such Bank).

(c) Each such payment made by a Bank shall be treated as the
purchase by such Bank of a participating interest in the Borrowers'
Reimbursement Obligation under Section 3.2 in an amount equal to such
payment. Each Bank shall share in accordance with its participating
interest in any interest which accrues pursuant to Section 3.2.

Section 3.2. Reimbursement Obligation of the Borrowers. In order to
induce the Agent to issue, extend and renew each Letter of Credit and the
Banks to participate therein, the Borrowers hereby agree to reimburse or
pay to the Agent with respect to each Letter of Credit issued, extended or
renewed by the Agent hereunder as follows:

(a) on each date that any draft presented under any Letter of
Credit is honored by the Agent or the Agent otherwise makes payment with
respect thereto, (i) the amount paid by the Agent 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 Agent or any Bank in
connection with any payment made by the Agent or any Bank under, or with
respect to, such Letter of Credit; and

(b) upon the Maturity Date or the acceleration of the
Reimbursement Obligations with respect to all Letters of Credit in
accordance with Section 12, an amount equal to the then Maximum Drawing
Amount of all Letters of Credit, which amount shall be held by the Agent
for the benefit of the Banks and the Agent as cash collateral for all
Reimbursement Obligations.

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

Section 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 Agent shall notify the Borrowers 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. On the date
that such draft is paid or other payment is made by the Agent, the Agent
shall promptly notify the Banks of the amount of any unpaid Reimbursement
Obligation. No later than 3:00 p.m. (Boston time) on the Business Day
next following the receipt of such notice, each Bank shall make available
to the Agent, at the Agent's Head Office, in immediately available funds,
such Bank'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 interest
rate paid by the Agent for federal funds acquired by the Agent during each
day included in such period, times (b) the amount equal to such Bank'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 Agent paid the draft presented for honor
or otherwise made payment until the date on which such Bank's Commitment
Percentage of such unpaid Reimbursement Obligation shall become
immediately available to the Agent, and the denominator of which is 365.
The responsibility of the Agent to the Borrowers and the Banks 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.

Section 3.4. Obligations Absolute. The Borrowers' obligations
under this Section 3 shall be absolute and unconditional under any and all
circumstances and irrespective of the occurrence of any Default or Event
of Default or any condition precedent whatsoever or any setoff,
counterclaim or defense to payment which the Borrowers may have or have
had against the Agent, any Bank or any beneficiary of a Letter of Credit.
Subject to the obligations of the Banks pursuant to Article V of the
Uniform Commercial Code, the Borrowers further agree with the Agent and
the Banks that the Agent and the Banks shall not be responsible for, and
the Borrowers' Reimbursement Obligations under Section 3.2 shall not be
affected by, among other things, the validity or genuineness of documents
or of any endorsements thereon, even if such documents should in fact
prove to be in any or all respects invalid, fraudulent or forged, or any
dispute between or among the Borrowers, the beneficiary of any Letter of
Credit or any financing institution or other party to which any Letter of
Credit may be transferred or any claims or defenses whatsoever of the
Borrowers against the beneficiary of any Letter of Credit or any such
transferee. The Agent and the Banks shall not be liable for any error,
omission, interruption or delay in transmission, dispatch or delivery of
any message or advice, however transmitted, in connection with any Letter
of Credit. The Borrowers agree that any action taken or omitted by the
Agent or any Bank under or in connection with each Letter of Credit and
the related drafts and documents, if done in good faith, shall be binding
upon the Borrowers and shall not result in any liability on the part of
the Agent or any Bank to the Borrowers.

Section 3.5. Reliance by Agent. To the extent not inconsistent with
Section 3.4, the Agent shall be entitled to rely, and shall be fully
protected in relying upon, any Letter of Credit, draft, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other
document believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and
statements of legal counsel, independent accountants and other experts
selected by the Agent.

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

Section 4.1. Fees.

(a) Commitment Fee. The Borrowers agree to pay to the Agent,
for the accounts of the Banks, a fee (the "Commitment Fee") equal to the
Applicable Commitment Rate multiplied by the amount of the unused portion
of the Total Commitment during each calendar quarter or portion thereof
from the Closing Date to the Maturity Date (or to the date of termination
in full of the Total Commitment, if earlier). 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 April 1, 1997,
with a final payment on the Maturity Date.

(b) Letter of Credit Fees. The Borrowers shall pay in advance
on the date of issuance of each Letter of Credit an issuance fee to the
Agent equal to one eighth of one percent (1/8%) per annum (the "Issuance
Fee") on the Maximum Drawing Amount of each Letter of Credit, plus a fee
(the "Letter of Credit Fee") equal to (a) the Applicable L/C Margin
multiplied by the Maximum Drawing Amount of each outstanding Financial
Letter of Credit, or (b) the Applicable L/C Margin minus 0.50%, multiplied
by the Maximum Drawing Amount of all other Letters of Credit, provided,
however, that the Letter of Credit Fee with respect to non-Financial
Letters of Credit shall not be less than 0.50%, such Letter of Credit Fee
(but not the Issuance Fee) shall be paid quarterly in advance on the first
Business Day of each fiscal quarter, and shall be for the accounts of the
Banks in accordance with their respective Commitment Percentages. In
addition to the Issuance Fee and the Letter of Credit Fee, the Borrowers
shall pay to the Agent, for its own account, all related customary
administrative fees in accordance with customary practice.

(c) Closing Fees. The Borrowers shall pay at closing (i) each
of FNBB and LaSalle a fee equal to 0.25% of the amount by which such
Bank's Commitment hereunder exceeds its Commitment under the Original
Credit Agreement, (ii) Bank One a fee equal to 0.25% of the amount by
which its Commitment hereunder exceeds the Commitment of Bank One, Texas,
National Association under the Original Credit Agreement and (iii) BAI a
fee in the amount of 0.25% of its Commitment.

Section 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 Agent, for the respective
accounts of the Banks and the Agent, to be received at the Agent's Head
Office in immediately available funds by 12:00 p.m. (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
Agent, for the account of the Banks or (as the case may be) the 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 Banks or the Agent to receive the same net amount
which the Banks or the 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 Bank is organized outside of the United States, such
Bank 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 Bank or the Loans. The Borrowers will deliver
promptly to the Bank 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.

Section 4.3. Computations. All computations of interest on Base
Rate Loans and of Commitment Fees, Letter of Credit Fees or other fees
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 shall,
unless otherwise expressly provided herein, be based on a 360-day year and
paid for the actual number of days elapsed. 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.

Section 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 Bank or the Agent or
any corporation controlling such Bank or the Agent, and such Bank or the
Agent determines that the amount of capital required to be maintained by
it is increased by or based upon the existence of such Bank's or the
Agent's Loans, Letter of Credit Participations or Letters of Credit, or
commitment with respect thereto, then such Bank or the 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 Bank or (as the case
may be) the 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 Bank or the Agent in light of these circumstances. If the Borrowers
and such Bank or the 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 Bank's or
the Agent's reasonable determination, provide adequate compensation. Each
Bank and the Agent shall allocate such cost increases among its customers
in good faith and on an equitable basis.

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

Section 4.6. Interest on Overdue Amounts. Overdue principal and
(to the extent permitted by applicable law) interest on the Loans and all
other overdue amounts payable hereunder or under any of the other Loan
Documents shall bear interest compounded monthly and payable on demand at
a rate per annum equal to the Base Rate plus two (2) percentage points
until such amount shall be paid in full (after, as well as before,
judgment).

Section 4.7. Interest Limitation. Notwithstanding any other
term of this Agreement or any Note or any other document referred to
herein or therein, the maximum amount of interest which may be charged to
or collected from any person liable hereunder or under any Note by any
Bank 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 Agreement, the Notes, 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.

Section 4.8. Eurodollar Indemnity. The Borrowers agree to
indemnify the Banks and the Agent and to hold them harmless from and
against any loss, cost or expenses (including loss of anticipated profits)
that the Banks and the 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 Bank
or the Agent to lenders of funds obtained by it in order to maintain its
Eurodollar Loans, or (b) default by the Borrowers in making a borrowing or
conversion after the Borrowers have given (or are deemed to have given)
notice pursuant to Section 2.5 or Section 2.6, 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 Bank to lenders of funds obtained by it in order to
maintain any such Loans.

Section 4.9. Illegality; Inability to Determine Eurodollar Rate.
Notwithstanding any other provision of this Agreement, if (a) the
introduction of, any change in, or any change in the interpretation of,
any law or regulation applicable to the Agent or any Bank shall make it
unlawful, or any central bank or other governmental authority having
jurisdiction thereof shall assert that it is unlawful, for any Bank or the
Agent to perform its obligations in respect of any Eurodollar Loans, or
(b) if the Banks or the 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 the Banks or
the Agent in any Eurodollar interbank market, or (iii) the Eurodollar Rate
does not or will not accurately reflect the cost to the Banks or the Agent
of obtaining or maintaining the applicable Eurodollar Loans during any
Interest Period, then the Banks or the 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 the Banks or the Agent, the obligation of the Banks
or the Agent to make Eurodollar Loans shall be suspended until the Banks
or the Agent determine 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.

Section 4.10. Additional Costs, Etc. 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 Bank by any central bank or
other fiscal, monetary or other authority (whether or not having the force
of law), shall impose on any Bank any tax, levy, impost, duty, charge
fees, deduction or withholdings of any nature or requirements with respect
to this Agreement, the other Loan Documents, the Loans, such Bank's
Commitment, the Letters of Credit or any class of loans or commitments or
letters of credit of which any of the Loans, the Commitment or the Letters
of Credit forms a part, and the result of any of the foregoing is:

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

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

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

Section 4.11. Concerning Joint and Several Liability of the
Borrowers.

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

(b) Each of the Borrowers, 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 Section
4.11), it being the intention of the parties hereto that all of the
Obligations shall be the joint and several Obligations of each of the
Borrowers 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 of the Borrowers under the
provisions of this Section 4.11 constitute full recourse Obligations of
each of the Borrowers enforceable against each such corporation to the
full extent of its properties and assets, irrespective of the validity,
regularity or enforceability of this Agreement or any other circumstance
whatsoever.

(e) Except as otherwise expressly provided in this Agreement,
each of the Borrowers hereby waives notice of acceptance of its joint and
several liability, notice of any Loans made under this Agreement, notice
of any action at any time taken or omitted by the Banks 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 Agreement. Each of the Borrowers 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 Banks
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 Agreement, any and all other indulgences whatsoever by
the Banks 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 of the Borrowers assents to any
other action or delay in acting or failure to act on the part of the Banks
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 Section 4.11, afford grounds for
terminating, discharging or relieving any of the Borrowers, in whole or in
part, from any of its Obligations under this Section 4.11, it being the
intention of each of the Borrowers that, so long as any of the Obligations
hereunder remain unsatisfied, the Obligations of such Borrowers under this
Section 4.11 shall not be discharged except by performance and then only
to the extent of such performance. The Obligations of each of the
Borrowers under this Section 4.11 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
or the Banks. 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 or
the Banks.

(f) The provisions of this Section 4.11 are made for the
benefit of the Banks 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 Banks 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 Section 4.11 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
Banks upon the insolvency, bankruptcy or reorganization of any of the
Borrowers, or otherwise, the provisions of this Section 4.11 will
forthwith be reinstated in effect, as though such payment had not been
made.

Section 4.12. New Borrowers. Any newly-created or acquired
Subsidiaries shall become Borrowers hereunder by signing Notes, entering
into an amendment to this Agreement with the other parties hereto
providing that such Subsidiary shall become a Borrower hereunder, and
providing such other documentation as the Banks or the Agent may
reasonably request, including, without limitation, documentation with
respect to conditions specified in Section 9 hereof. In such event, the
Agent is hereby authorized by the parties to amend Schedule 1 hereto to
include such Subsidiary as a Borrower hereunder. The Parent hereby agrees
to pledge all of the stock of such Subsidiary to the Agent for the benefit
of the Banks pursuant to the terms of the Stock Pledge Agreement.

Section 5. REPRESENTATIONS AND WARRANTIES. The Borrowers jointly
and severally represent and warrant to the Banks that on and as of the
date of this Agreement (any disclosure on a schedule pursuant to this
Section 5 shall be deemed to apply to all relevant representations and
warranties, regardless of whether such schedule is referenced in each
relevant representation):
Section 5.1. Corporate Authority.

(a) Incorporation; Good Standing. Each of the Borrowers (i) is a
corporation duly organized, validly existing and in good standing or in
current status under the laws of its respective state of incorporation,
(ii) has all requisite corporate 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 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 so qualified would not have a material
adverse effect on the business, assets or financial condition of such
Borrower.

(b) Authorization. The execution, delivery and performance of its
Loan Documents and the transactions contemplated hereby and thereby (i)
are within the corporate authority of each of the Borrowers, (ii) have
been duly authorized by all necessary corporate 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 of the
Borrowers is subject or any judgment, order, writ, injunction, license or
permit applicable to any of the Borrowers so as to materially adversely
affect the assets, business or any activity of any of the Borrowers, and
(iv) do not conflict with any provision of the corporate charter or bylaws
of any Borrower or any agreement or other instrument binding upon any
Borrower.

(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.

Section 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.

Section 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.

Section 5.4. Financial Statements; Solvency.

(a) There has been furnished to the Banks (i) audited
consolidated financial statements of the Borrowers dated the Balance Sheet
Date, certified by an independent accounting firm of national standing
acceptable to the Banks (the "Accountants") and (ii) unaudited
consolidated financial statements of the Borrowers dated the Company
Balance Sheet Date. Said financial statements have been prepared in
accordance with GAAP (but, in the case of any such financial statements
which are unaudited, only to the extent that GAAP is applicable to interim
unaudited reports), fairly present in all material respects the financial
condition of the Borrowers, on a consolidated basis, as at the close of
business on the date thereof and the results of operations for the period
then ended. There are no contingent liabilities of the Borrowers as of
such date involving material amounts known to the officers of the
Borrowers which have not been disclosed in said balance sheets and the
related notes thereto, as the case may be.

(b) The Borrowers (both before and after giving effect to the
transactions contemplated by this Agreement) are 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.

Section 5.5. No Material Changes, Etc. Since the Company Balance
Sheet Date, there have occurred no material adverse changes in the
financial condition or business of the Borrowers as shown on or reflected
in the consolidated balance sheet of the Borrowers as at the Company
Balance Sheet Date, or the consolidated statement of income for the fiscal
year then ended other than changes in the ordinary course of business
which have not had any material adverse effect either individually or in
the aggregate on the business or financial condition of the Parent or the
Borrowers. Since the Company Balance Sheet Date, no Borrower has made any
Distribution other than to the Parent.

Section 5.6. Permits, Franchises, Patents, Copyrights, Etc. Each of
the Borrowers possesses all franchises, patents, copyrights, trademarks,
trade names, licenses and permits, and rights in respect of the foregoing,
adequate for the conduct of its business substantially as now conducted
without known conflict with any rights of others.

Section 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 the Borrowers, threatened against any
Borrower before any court, tribunal or administrative agency or board
which, if adversely determined, might, either in any case or in the
aggregate, materially adversely affect the properties, assets, financial
condition or business of the Borrowers, considered as a whole, or
materially impair the right of the Borrowers, considered as a whole, to
carry on business substantially as now conducted, or result in any
substantial liability not adequately covered by insurance, or for which
adequate reserves are not maintained on the consolidated balance sheet or
which question the validity of any of the Loan Documents or any action
taken or to be taken pursuant hereto or thereto.

Section 5.8. No Materially Adverse Contracts, Etc. None of the
Borrowers 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
materially adverse effect on the business, assets or financial condition
of the Borrowers as a whole. None of the Borrowers is a party to any
contract or agreement which in the judgment of the Borrowers' officers has
or is expected to have any materially adverse effect on the business of
the Borrowers as a whole, except as otherwise reflected in adequate
reserves.

Section 5.9. Compliance With Other Instruments, Laws, Etc. None of
the Borrowers is violating any provision of its charter documents or by-
laws 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
materially and adversely affect the financial condition, properties or
business of any of the Borrowers.

Section 5.10. Tax Status. The Borrowers have 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 any 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.

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

Section 5.12. Holding Company and Investment Company Acts. None of
the Borrowers is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company," as such terms
are defined in the Public Utility Holding Company Act of 1935; nor is any
of them a "registered investment company," or an "affiliated company" or a
"principal underwriter" of a "registered investment company," as such
terms are defined in the Investment Company Act of 1940, as amended.

Section 5.13. Absence of Financing Statements, Etc. Except as
contemplated by Section 7.2 of this Agreement, 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 of the Borrowers or rights thereunder, other than certain
Liens granted pursuant to the Original Credit Agreement, which are to be
released no later than June 26, 1997.

Section 5.14. Employee Benefit Plans.

(a) In General. Each Employee Benefit 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.

(b) Terminability of Welfare Plans. Under each Employee Benefit
Plan which is an employee welfare benefit plan within the meaning of
Section 3(1) or Section 3(2)(B) of ERISA, no benefits are due unless the
event giving rise to the benefit entitlement occurs prior to plan
termination (except as required by Title I, part 6 of ERISA.) Each
Borrower or ERISA Affiliate, as appropriate, 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 or ERISA
Affiliate without liability to any Person.

(d) Multiemployer Plans. 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 Section 4201 of ERISA or as a result of a
sale of assets described in Section 4204 of ERISA. No Borrower, nor any
ERISA Affiliate has been notified that any Multiemployer Plan is in
reorganization or is insolvent under and within the meaning of Section
4241 or Section 4245 of ERISA or that any Multiemployer Plan intends to
terminate or has been terminated under Section 4041A of ERISA.

Section 5.15. Use of Proceeds. The proceeds of the Loans shall be
used as follows: (a) to repay the existing Indebtedness of the Borrowers;
(b) for general corporate purposes; (c) for acquisitions permitted
pursuant to Section 7.4 hereof; and (d) for working capital purposes. No
proceeds of the Loans shall be used in any way that will violate
Regulations G, T, U or X of the Board of Governors of the Federal Reserve
System.

Section 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, 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, the Federal Clean
Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or
any state or local statute, regulation, ordinance, order or decree
relating to health, safety or the environment (the "Environmental Laws"),
which violation would have a material adverse effect on the business,
assets or financial condition of the Borrowers on a consolidated basis.

(b) None of the Borrowers has received notice from any third party,
including, without limitation: any federal, state or local governmental
authority, (i) that any one of them has been identified by the United
States Environmental Protection Agency ("EPA") as a potentially
responsible party under CERCLA with respect to a site listed on the
National Priorities List, 40 C.F.R. Part ▇▇▇ ▇▇▇▇▇▇▇▇ ▇; (ii) that any
hazardous waste, as defined by 42 U.S.C. Section 6903(5), any hazardous
substances as defined by 42 U.S.C. Section 9601(14), any pollutant or
contaminant as defined by 42 U.S.C. Section 9601(33) or any toxic
substance, oil or hazardous materials or other chemicals or substances
regulated by any Environmental Laws ("Hazardous Substances") which any one
of them has generated, transported or disposed of has been found at any
site at which a federal, state or local agency or other third party has
conducted or has ordered that any Borrower conduct a remedial
investigation, removal or other response action pursuant to any
Environmental Law; or (iii) that it is or shall be a named party to any
claim, action, cause of action, complaint, legal or administrative
proceeding arising out of any third party's incurrence of costs, expenses,
losses or damages of any kind whatsoever in connection with the release of
Hazardous Substances.

(c) (i) No portion of the Real Property has been used for the
handling, processing, storage or disposal of Hazardous Substances except
in material compliance with applicable Environmental Laws; 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 operators of the Real Property,
no Hazardous Substances have been generated or are being used on such
properties except in material compliance with applicable Environmental
Laws; (iii) there have been no unpermitted Releases or threatened Releases
of Hazardous Substances on, upon, into or from the Real Property, which
Releases would have a material adverse effect on the value of such
properties; (iv) to the best of the Borrowers' knowledge, there have been
no Releases on, upon, from or into any real property in the vicinity of
the Real Property which, through soil or groundwater contamination, may
have come to be located on, and which would have a material adverse effect
on the value of, such properties; and (v) in addition, any Hazardous
Substances that have been generated on the Real Property have been
transported offsite only by carriers having an identification number
issued by the EPA, treated or disposed of only by treatment or disposal
facilities maintaining valid permits as required under applicable
Environmental Laws, which transporters and facilities, to the best of the
Borrowers' knowledge, have been and are operating in material compliance
with such permits and applicable Environmental Laws.

(d) None of the Real Property is or shall be subject to any
applicable environmental clean-up responsibility law or environmental
restrictive transfer law or regulation, by virtue of the transactions set
forth herein and contemplated hereby.

Section 5.17. Perfection of Security Interests. The Collateral and
the Agent's rights with respect to the Collateral are not subject to any
setoff, claims, withholdings or other defenses. The Borrowers are the
owners of the Collateral free from any lien, security interest,
encumbrance and any other claim or demand, other than liens in favor of
the Agent for the benefit of the Banks to secure the Obligations. The
Stock Pledge Agreement is effective to create in favor of the Agent, for
the benefit of the Banks, a legal, valid and enforceable first priority
security interest in the Collateral. The certificates for the shares of
such Collateral have been delivered to the Agent.

Section 5.18. Certain Transactions. Except as set forth on
Schedule 5.18 and except for arm's length transactions pursuant to which
the Borrowers make payments in the ordinary course of business upon terms
no less favorable than the Borrowers could obtain from third parties, none
of the officers, directors, or employees of the Borrowers is presently a
party to any transaction with the Borrowers (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 knowledge of the Borrowers, 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.

Section 5.19. Subsidiaries. Schedule 1 sets forth a complete and
accurate list of the Subsidiaries of the Parent (other than Sharps
Incinerator of Fort, Inc.), including the name of each Subsidiary and its
jurisdiction of incorporation, together with the number of authorized and
outstanding shares of each Subsidiary. Each Subsidiary listed on Schedule
1 is wholly owned by the Parent and is a Borrower hereunder, 100% of the
stock of which has been pledged to the Agent on behalf of the Banks
pursuant to the Stock Pledge Agreement. The Parent has good and
marketable title to all of the shares it purports to own of the stock of
each 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 (except
as provided in Wis. Stat. Section 180.0622).

Section 5.20. Capitalization.

(a) Capital Stock. As of the date hereof, the authorized
capital stock of the Parent consists of (i) 100,000,000 shares of Common
stock (par value $0.01 per share) of which 17,485,549 are outstanding; and
(ii) 500,000 shares of preferred stock, undesignated series, of which none
are outstanding. All such shares have been duly issued and are fully paid
and non-assessable (except as provided in Wis. Stat. Section 180.0622).

(b) Options, Etc. Except as set forth on Schedule 5.20(b), no
Person has outstanding any rights (either preemptive or otherwise) or
options (except for the options for common stock issued to employees in
accordance with a bona fide option plan approved by the Board of Directors
of the Parent) to subscribe for or purchase from the Parent, or any
warrants or other agreements providing for or requiring the issuance by
the Parent of, any capital stock or any securities convertible into or
exchangeable for its capital stock.

Section 5.21. True Copies of Charter and Other Documents. The
Borrowers have furnished the Agent copies, in each case true and complete
as of the Closing Date, of (a) all charter and other incorporation
documents (together with any amendments thereto) and (b) by-laws (together
with any amendments thereto).

Section 5.22. Disclosure. No representation or warranty made by the
Borrowers in this Agreement or in any agreement, instrument, document,
certificate, statement or letter furnished to the Banks or the Agent by or
on behalf of or at the request of the Borrowers in connection with any of
the transactions contemplated by the Loan Documents contains any untrue
statement of a material fact or omits to state a material fact necessary
in order to make the statements contained therein not misleading in light
of the circumstances in which they are made.

Section 6. AFFIRMATIVE COVENANTS OF THE BORROWERS. The Borrowers
jointly and severally covenant and agree that, so long as any Loan or Note
is outstanding or the Banks have any obligation to make Loans or the Agent
has any obligation to issue, extend, or renew any Letters of Credit
hereunder:

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

Section 6.2. Maintenance of Office. The Borrowers will maintain
their chief executive offices at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place in the United States
of America as the Borrowers shall designate upon 30 days' prior written
notice to the Agent.

Section 6.3. Records and Accounts. Each of the Borrowers will keep
true and accurate records and books of account in which full, true and
correct entries will be made in accordance with GAAP and with the
requirements of all regulatory authorities, and will maintain adequate
accounts and reserves for all taxes (including income taxes),
depreciation, depletion, obsolescence and amortization of its properties,
all other contingencies, and all other proper reserves.

Section 6.4. Financial Statements, Certificates and Information.
The Borrowers will deliver to the Banks:

(a) as soon as practicable, but, in any event not later than 90 days
after the end of each fiscal year of the Borrowers, the consolidated and
consolidating balance sheets of 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. In addition, simultaneously
therewith, the Borrowers shall use their best efforts to provide the Banks
with a written statement from such Accountants to the effect that the
Borrowers are in compliance with the covenants set forth in Section 8
hereof, and that, in making the examination necessary to said
certification, nothing has come to the attention of such Accountants that
would indicate that any Default or Event of Default exists, or, if such
Accountants shall have obtained knowledge of any then existing Default or
Event of Default they shall disclose in such statement any such Default or
Event of Default; provided, that such Accountants shall not be liable to
the Banks for failure to obtain knowledge of any Default or Event of

Default;

(b) as soon as practicable, but in any event not later than 45 days
after the end of each fiscal quarter of the Borrowers, 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 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 C
hereto (the "Compliance Certificate") certified by the CFO that the
Borrowers are in compliance with the covenants contained in Section
Section 6, 7 and 8 hereof as of the end of the applicable period setting
forth in reasonable detail computations evidencing such compliance,
provided that 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 Banks 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 D with respect to
environmental matters;

(d) contemporaneously with or promptly following the delivery
thereof to the board of directors of the Parent, copies of the financial
statements, financial projections, and variance reports concerning the
Parent in substantially the same form in which such information is
supplied to the board of directors of the Parent;

(e) 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
Parent or any of the Borrowers; and

(f) from time to time, such other financial data and other
information (including accountants' management letters) as the Banks may
reasonably request.

The Borrowers hereby authorize the Banks to disclose any information
obtained pursuant to this Agreement to all appropriate governmental
regulatory authorities where required by law; provided, however, that the
Banks shall, to the extent practicable and allowable under law, notify the
Borrowers within a reasonable period prior to the time any such disclosure
is made; and provided further, that this authorization shall not be deemed
to be a waiver of any rights to object to the disclosure by the Banks of
any such information which any Borrower has or may have under the federal
Right to Financial Privacy Act of 1978, as in effect from time to time.

Section 6.5. Corporate Existence and Conduct of Business.Except
where the failure of a Borrower to remain so qualified would not
materially adversely impair the financial condition of the Borrowers on a
consolidated basis, each Borrower will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate
existence, corporate rights and franchises; effect and maintain its
foreign qualifications, licensing, domestication or authorization except
as terminated by its Board of Directors in the exercise of its reasonable
judgment; use its best efforts to comply with all applicable laws; and
shall not become obligated under any contract or binding arrangement
which, at the time it was entered into would materially adversely impair
the financial condition of the Borrowers on a consolidated basis. Each
Borrower will continue to engage primarily in the businesses now conducted
by it and in related businesses.

Section 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 any Borrower from discontinuing the operation
and maintenance of any of its properties if such discontinuance is, in the
judgment of such Borrower, desirable in the conduct of its or their
business and which does not in the aggregate materially adversely affect
the businesses of the Borrowers on a consolidated basis.

Section 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
usually carried by reasonable and prudent companies conducting businesses
similar to that of the Borrowers, but in no event less than the amounts
and coverages set forth in Schedule 6.7 hereto. In addition, the
Borrowers will furnish from time to time, upon the Agent's request, a
summary of the insurance coverage of each of the Borrowers, which summary
shall be in form and substance satisfactory to the Agent and, if requested
by the Agent, will furnish to the Agent copies of the applicable policies.

Section 6.8. Taxes. The Borrowers will each duly pay and discharge,
or cause to be paid and discharged, before the same shall become overdue,
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 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 of its property; provided,
however, that any such tax, assessment, 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 such Borrower 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.

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

Section 6.10. Compliance with Laws, Contracts, Licenses and Permits;
Maintenance of Material Licenses and Permits. Each Borrower will (i)
comply with the provisions of its charter documents and by-laws and all
agreements and instruments by which it or any of its 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
("Applicable Laws"), except where noncompliance with such Applicable Laws
would not have a material adverse effect in the aggregate on the
consolidated financial condition, properties or businesses of the
Borrowers. If at any time while the Notes, or any Loan or Letter of
Credit is outstanding or any Bank or the 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 any
Borrower may fulfill any of its obligations hereunder, such Borrower will
immediately take or cause to be taken all reasonable steps within the
power of such Borrower to obtain such authorization, consent, approval,
permit or license and furnish the Banks with evidence thereof.

Section 6.11. ENVIRONMENTAL INDEMNIFICATION. THE BORROWERS COVENANT
AND AGREE THAT THEY WILL INDEMNIFY AND HOLD THE BANKS HARMLESS FROM AND
AGAINST ANY AND ALL CLAIMS, EXPENSE, DAMAGE, LOSS OR LIABILITY INCURRED BY
THE BANKS (INCLUDING ALL COSTS OF LEGAL REPRESENTATION INCURRED BY THE
BANKS) 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 THE BORROWERS OR THEIR PREDECESSORS ARE ALLEGED TO HAVE
DIRECTLY OR INDIRECTLY DISPOSED OF HAZARDOUS SUBSTANCES. IT IS EXPRESSLY
ACKNOWLEDGED BY THE BORROWERS THAT THIS COVENANT OF INDEMNIFICATION SHALL
INCLUDE CLAIMS, EXPENSE, DAMAGE, LOSS OR LIABILITY INCURRED BY THE BANKS
BASED UPON THE BANKS' NEGLIGENCE, AND THIS COVENANT SHALL SURVIVE ANY
FORECLOSURE OR ANY MODIFICATION, RELEASE OR DISCHARGE OF THE STOCK PLEDGE
AGREEMENT OR THE PAYMENT OF THE LOANS AND SHALL INURE TO THE BENEFIT OF
THE BANKS, THEIR SUCCESSORS AND ASSIGNS.

Section 6.12. Further Assurances. The Borrowers will cooperate with
the Banks and execute such further instruments and documents as the Banks
shall reasonably request to carry out to the Banks' satisfaction the
transactions contemplated by this Agreement.

Section 6.13. Notice of Potential Claims or Litigation. The
Borrowers shall deliver to the Banks, 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), wherein the
potential liability is in excess of $500,000, together with a copy of each
such notice received by any Borrower.

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

(a) The Borrowers will provide the Banks with written notice as
to any cancellation or material change in any insurance of any of the
Borrowers within ten (10) Business Days after such Borrower's receipt of
any notice (whether formal or informal) of such cancellation or change by
any of its insurers.

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

(i) upon any Borrower 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 on the
Real Property or on any Borrower's operations; (ii) upon any Borrower
obtaining knowledge of any potential or known Release or threat of Release
of any Hazardous Substance at, from, or into the Real Property which it
reports in writing or is reportable by it in writing to any governmental
authority and which is material in amount or nature or which could
materially affect the value of the Real Property; (iii) upon any
Borrower's 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) any
Borrower's, or any Person's 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 their
predecessors is alleged to have directly or indirectly Disposed of
Hazardous Substances; or (iv) upon any Borrower obtaining knowledge that
any 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.

Section 6.15. Response Actions. The Borrowers covenant and agree
that if any Release or Disposal of Hazardous Substances shall occur or
shall have occurred on the Real Property, the Borrowers will cause the
prompt containment and removal of such Hazardous Substances and
remediation of the Real Property as necessary to comply with all
Environmental Laws or to preserve the value of the Real Property.

Section 6.16. Environmental Assessments. If the Banks in their good
faith judgment, after discussion with the Borrowers, have reason to
believe that the value of the Real Property may have declined since the
Closing Date or that the environmental condition of the Real Property has
deteriorated, after reasonable notice by the Banks, whether or not an
Event of Default shall have occurred, the Banks may, from time to time,
for the purpose of assessing and ensuring the value of the Real Property,
obtain one or more environmental assessments or audits of the Real
Property prepared by a hydrogeologist, an independent engineer or other
qualified consultant or expert approved by the Banks to evaluate or
confirm (i) whether any Hazardous Substances are present in the soil or
water at the Real Property and (ii) whether the use and operation of the
Real Property complies with all Environmental Laws. Environmental
assessments may include without limitation detailed visual inspections of
the Real Property including, without limitation, any and all storage
areas, storage tanks, drains, dry ▇▇▇▇▇ and leaching areas, and the taking
of soil samples, surface water samples and ground water samples, as well
as such other investigations or analyses as the Banks deem appropriate.
All such environmental assessments shall be at the sole cost and expense
of the Borrowers.

Section 6.17. Notice of Default. The Borrowers will promptly notify
the Banks 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 Agreement or any other note, evidence of Indebtedness, indenture or
other obligation evidencing Indebtedness in excess of $250,000 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 Banks,
describing the notice of action and the nature of the claimed default.

Section 6.18. Closure and Post Closure Liabilities. The Borrowers
shall at all times adequately accrue, in accordance with GAAP and as
required by applicable Environmental Laws, all closure and post closure
liabilities with respect to the operations of the Borrowers.

Section 7. CERTAIN NEGATIVE COVENANTS OF THE BORROWERS. The
Borrowers agree that, so long as any Loan or any Note is outstanding or
the Banks have any obligation to make Loans or the Agent has any
obligation to issue, extend or renew any Letters of Credit hereunder:

Section 7.1. Restrictions on Indebtedness. None of the Borrowers
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 to the Banks and the Agent arising under this
Agreement or the Loan Documents;

(b) Other existing Indebtedness listed on Schedule 7.1(b) hereto, on
the terms and conditions in effect as of the date hereof, together with
any renewals, extensions or refinancings thereof on terms which are not
materially different than those in effect as of the date hereof; provided
that no such Indebtedness may be prepaid without prior written consent of
the Banks;

(c) Current liabilities incurred in the ordinary course of business
not incurred through (i) the borrowing of money or (ii) the obtaining of
credit except for credit on an open account basis customarily extended and
in fact extended in connection with normal purchases of goods and
services;

(d) Indebtedness in respect of taxes, assessments, governmental
charges or levies and claims for labor, materials and supplies to the
extent that payment therefor shall not at the time be required to be made
in accordance with the provisions of Section 6.8 and Indebtedness of the
Borrowers secured by liens of carriers, warehousemen, mechanics and
materialmen permitted by Section 7.2;

(e) Indebtedness 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 any 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 the
Borrowers have maintained adequate reserves;

(f) incurrence by any Borrower of guaranty, suretyship or
indemnification obligations in connection with such Borrower's performance
of services for its respective customers in the ordinary course of its
business;

(g) Other Indebtedness of the Borrowers incurred after the date
hereof through the borrowing of money or the obtaining of credit, jointly
not to exceed an aggregate amount of $10,000,000 outstanding at any time;

(h) Indebtedness with respect to equipment leases owing by any
Borrower to any other Borrower which is a financing company; and

(i) Indebtedness with respect to equipment leases or equipment
chattel mortgages in an aggregate amount not to exceed $15,000,000 at any
time outstanding;
provided that no Subsidiary of the Parent may have aggregate Indebtedness
(other than Indebtedness permitted by Section Section 7.1(a), (b) and (h)
hereof) in excess of $1,000,000 at any one time outstanding.

Section 7.2. Restrictions on Liens. None of the Borrowers will
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 securing Indebtedness permitted under Section 7.1(g)
incurred in connection with the lease or acquisition of property or fixed
assets useful or intended to be used in carrying on the business of the
Borrowers, provided that such Liens shall encumber only the property or
assets so acquired and shall not exceed the fair market value thereof and
provided further that the aggregate amount of Indebtedness secured by such
liens shall not exceed $10,000,000;

(b) Liens to secure taxes, assessments and other government charges
or claims for labor, material or supplies in respect of obligations not
overdue;

(c) 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;

(d) Liens in respect of judgments or awards, the Indebtedness with
respect to which is permitted by Section 7.1(e);

(e) 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;

(f) Encumbrances 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 the respective 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 on the
business of such Borrower individually or of the Borrowers on a
consolidated basis;

(g) Liens existing as of the date hereof and listed on
Schedule 7.2(g) on the terms and conditions in effect as of the date
hereof;

(h) Liens granted pursuant to the Stock Pledge Agreement; and

(i) Liens securing Indebtedness permitted by Section 7.1(i) hereof,
provided that such Liens shall encumber only the equipment being leased or
acquired and shall not exceed the fair market value thereof.

Section 7.3. Restrictions on Investments. None of the Borrowers
shall make or permit to exist or to remain outstanding any Investment in
any Subsidiary unless both before and after giving effect thereto (i)
there does not exist a Default or Event of Default and no Default or Event
of Default would be created by the making of such Investment. None of the
Borrowers shall make or permit to exist or to remain outstanding any other
Investment other than:

(a) Investments in obligations of the United States of America and
agencies thereof and obligations guaranteed by the United States of
America that are due and payable within one year from the date of
acquisition;

(b) certificates of deposit, time deposits or repurchase agreements
which are fully insured or are issued by commercial banks organized under
the laws of the United States of America or any state thereof and having a
combined capital, surplus, and undivided profits of not less than
$100,000,000;

(c) commercial paper maturing not more than nine months from the
date of issue, provided that, at the time of purchase, such commercial
paper is not rated lower than "P-1" by ▇▇▇▇▇'▇ Investors Service, Inc., or
"A-1" by Standard & Poor's Corporation;

(d) Investments associated with insurance policies required or
allowed by state law to be posted as financial assurance for landfill
closure and post-closure liabilities;

(e) Investments by any Borrower in any Subsidiary of such Borrower
which is also a Borrower; and

(f) Existing Investments by the Borrowers in Land & Gas Reclamation,
Inc.

Section 7.4. Mergers, Consolidations, Sales. None of the Borrowers
shall be a party to any merger, consolidation or exchange of stock, or
purchase or otherwise acquire all or substantially all of the assets or
stock of, or any partnership or joint venture interest in, any other
Person except as otherwise provided in this Section 7.4, or sell,
transfer, convey or lease any assets or group of assets (except sales of
equipment in the ordinary course of business) or sell or assign, with or
without recourse, any receivables. The Parent may purchase or otherwise
acquire all or substantially all of the assets or stock of any class of,
or joint venture interest in, any 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 compliance with all of the covenants in
Section 8 hereof on a pro forma historical combined basis as if the
transaction occurred on the first day of the period of measurement, and in
the event that the value given in connection with any such acquisition
exceeds $20,000,000, including deferred payments and the aggregate amount
of all liabilities assumed, the Banks shall have been provided with a
Compliance Certificate demonstrating such compliance; (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; (d) the business to
be acquired operates predominantly in the continental United States; (e)
all of the assets to be acquired shall be owned by an existing or newly
created Subsidiary of the Parent which is a Borrower, 100% of the stock of
which has been or will be pledged to the Agent on behalf of the Banks or,
in the case of a stock acquisition, the acquired company shall become or
shall be merged with a wholly-owned Subsidiary of the Parent that is a
Borrower; (f) a copy of the purchase agreement, together with audited (if
available, or otherwise unaudited) financial statements for any Subsidiary
to be acquired or created for the preceding two (2) fiscal years shall
have been furnished to the Banks; (g) each acquisition of a landfill or a
hazardous waste treatment, storage or disposal facility is preceded by the
Parent's standard due diligence practices as set forth in Exhibit E
hereto, including a review by a Consulting Engineer (which Consulting
Engineer shall not be an affiliate of such Borrower if the cash
consideration to be paid by such Borrower in connection with any such
acquisition, including deferred payments and the aggregate amount of all
liabilities assumed, exceeds $5,000,000), and a copy of the Consulting
Engineer's report shall have been furnished to the Banks, if requested;
(h) in the case of a hazardous waste treatment, storage, or disposal
facility, an appraisal of such facility satisfactory to the Banks shall
have been provided to the Banks, and such acquisition shall have been
approved in writing by the Banks; (i) the Maturity Date is at least two
years subsequent to the date of such acquisition; (j) the cash
consideration to be paid by such Borrower in connection with any such
acquisition (including deferred payments and the aggregate amount of all
liabilities assumed) shall not exceed $20,000,000 without the consent of
the Majority Banks; (k) 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; and (l) if such
acquisition is made by a merger, such Borrower shall be the surviving
entity. Any Subsidiary of the Parent may merge with any other Subsidiary
of the Parent, provided that the surviving corporation is a Borrower.

Section 7.5. Sale and Leaseback. None of the Borrowers shall 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 Banks.

Section 7.6. Restricted Distributions and Redemptions. None of the
Borrowers will declare or pay (i) any cash Distributions (other than from
insurance proceeds), or (ii) any other Distributions which would result in
a reduction of the Borrowers' Consolidated Tangible Net Worth, other than
with respect to Distributions contemplated in Section 5.5 hereof. In
addition, the Borrowers shall not redeem, convert, retire or otherwise
acquire shares of any class of capital stock of the Borrowers in an
aggregate amount in excess of $100,000 in any year, other than Escrowed
Shares cancelled in connection with indemnification claims against the
former shareholders of the Subsidiaries of the Parent. The Borrowers
shall not effect or permit any change in or amendment to any document or
instrument pertaining to the terms of the Borrowers' capital stock.

Section 7.7. Employee Benefit Plans. None of the Borrowers nor any
ERISA Affiliate will:

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

(b) permit any Guaranteed Pension Plan to incur an "accumulated
funding deficiency," as such term is defined in Section 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 Section 302(f) or Section 4068 of ERISA; or

(d) permit or take any action which would result in the aggregate
benefit liabilities (within the meaning of Section 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.

The Borrowers will (i) promptly upon filing the same with the
Department of Labor or Internal Revenue Service, furnish to the Banks a
copy of the most recent actuarial statement required to be submitted under
Section 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 Banks any notice, report or
demand sent or received in respect of a Guaranteed Pension Plan under
Section Section 302, 4041, 4042, 4043, 4063, 4065, 4066 and 4068 of ERISA,
or in respect of a Multiemployer Plan, under Section Section 4041A, 4202,
4219, or 4245 of ERISA.

Section 7.8. Negative Pledges. No Borrower will pledge any of its
assets to any Person other than to the Agent for the benefit of the Banks,
nor will any Borrower grant any negative pledges on their assets to any
Person other than hereunder.

Section 8. FINANCIAL COVENANTS OF THE BORROWERS. The Borrowers
agree that, so long as any Loan or any Note is outstanding or the Banks
have any obligation to make Loans or the Agent has any obligation to
issue, extend or renew any Letters of Credit hereunder:

Section 8.1. Fixed Charge Coverage. As of the end of any fiscal
quarter of the Borrowers commencing with the fiscal quarter ending March
31, 1997, the ratio of (a) EBITDA for the period of four (4) consecutive
fiscal quarters ending on such date to (b) the sum of (i) Consolidated
Total Interest Expense for such period plus (ii) the current maturity of
long term debt plus (iii) Capital Expenditures for such period shall not
be less than 1.50:1.

Section 8.2. Leverage Ratio. As of the end of any fiscal quarter of
the Borrowers commencing with the fiscal quarter ending March 31, 1997,
the ratio of (a) Funded Debt as at the end of such quarter to (b) EBITDA
for the period of four (4) consecutive fiscal quarters ending on such date
(the "Leverage Ratio") shall not exceed 3.00:1.

Section 8.3. Interest Coverage Ratio.

(a) As of the end of any fiscal quarter of the Borrowers
commencing with the fiscal quarter ending March 31, 1997, the ratio of
(i) EBITA for the period of four (4) consecutive fiscal quarters ending on
such date to (ii) Consolidated Total Interest Expense for such period
shall not be less than 3.00:1.

(b) At the time of, and after giving effect to, any acquisition
permitted by Section 7.4 hereof, the ratio of Proforma EBITA for the
twelve months ending on the date of determination to Proforma Interest
Expense for such twelve month period shall not be less than 2.50:1.

Section 8.4. Profitable Operations. The Borrowers will not permit
Consolidated Net Income to be less than $0 (i) for any two consecutive
fiscal quarters or (ii) for any fiscal year.

Section 8.5. Capital Expenditures. The Borrowers will not make
Capital Expenditures in any fiscal year that exceed $20,000,000 in the
aggregate; provided, however, that, if during any fiscal year the amount
of Capital Expenditures permitted for that fiscal year is not so utilized,
such unutilized amount may be utilized in the next succeeding fiscal year
but not in any subsequent fiscal year.

Section 9. CLOSING CONDITIONS. The obligations of the Banks to make
the Loans and the Agent to issue Letters of Credit on the Closing Date and
otherwise be bound by the terms of this Agreement shall be subject to the
satisfaction of each of the following conditions precedent:

Section 9.1. Corporate Action. All corporate action necessary for
the valid execution, delivery and performance by each Borrower of the Loan
Documents shall have been duly and effectively taken, and evidence thereof
satisfactory to the Agent shall have been provided to the Agent.

Section 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 Banks.

Section 9.3. Certified Copies of Charter Documents. The Agent shall
have received from the Borrowers a copy, certified by a duly authorized
officer of such Person to be true and complete on the Closing Date, of
each of (a) its charter or other incorporation documents (including
certificates of merger and name changes) as in effect on such date of
certification, and (b) its by-laws as in effect on such date.

Section 9.4. Incumbency Certificate. The Agent shall have received
an incumbency certificate, dated as of the Closing Date, signed by duly
authorized officers giving the name and bearing a specimen signature of
each individual who shall be authorized: (a) to sign the Loan Documents on
behalf of the Borrowers; (b) to make Loan and Letter of Credit Requests;
and (c) to give notices and to take other action on the Borrowers' behalf
under the Loan Documents.

Section 9.5. Validity of Liens. The Stock Pledge Agreement shall be
effective to create in favor of the Agent a legal, valid and enforceable
first security interest in and lien upon the Collateral, subject only to
Permitted Liens. All filings, recordings, deliveries of instruments and
other actions necessary or desirable in the opinion of the Agent to
protect and preserve such security interests shall have been duly
effected. The Agent shall have received evidence thereof in form and
substance satisfactory to the Agent.

Section 9.6. UCC Search Results. The Agent shall have received the
results of UCC searches with respect to the Borrowers indicating no liens
other than Permitted Liens and otherwise in form and substance
satisfactory to the Agent.

Section 9.7. Certificates of Insurance. The Agent shall have
received (i) a certificate of insurance from an independent insurance
broker 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 insurance coverage and (ii) copies of
all policies evidencing such insurance (or certificates therefor signed by
the insurer or an agent authorized to bind the insurer).

Section 9.8. Opinion of Counsel. The Banks shall have received
favorable legal opinions from counsel to the Borrowers, addressed to the
Banks, dated as of the Closing Date, in form and substance satisfactory to
the Banks.

Section 9.9. Environmental Permit Certificate. The Banks shall
have received an environmental permit certificate from the Parent
satisfactory to the Agent concerning principal operating permits at the
Parent's and its Subsidiaries' principal operating facilities.

Section 10. CONDITIONS OF ALL LOANS. The obligations of the Banks
to make any Loan (including without limitation the obligation of the Agent
to issue any Letter of Credit) on and subsequent to the Closing Date is
subject to the following conditions precedent:

Section 10.1. Representations True; No Event of Default. Each of
the representations and warranties of the Borrowers contained in this
Agreement or in any document or instrument delivered pursuant to or in
connection with this 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 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 Agreement and changes occurring in the ordinary
course of business which singly or in the aggregate are not materially
adverse, or to the extent that such representations and warranties relate
expressly to an earlier date) and no Default or Event of Default shall
have occurred and be continuing.

Section 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 them prior to or at the time of any
Loan, and at the time of any Loan, there shall exist no Event of Default
or condition which would result in an Event of Default upon consummation
of such Loan (including without limitation any amounts to be drawn under a
Letter of Credit). Each request by the Borrowers for a Loan (including
without limitation each request for issuance of a Letter of Credit)
subsequent to the first Loan shall constitute certification by the
Borrowers that the conditions specified in Section Section 10.1 and 10.2
will be duly satisfied on the date of such Loan or Letter of Credit
issuance.

Section 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 Banks would make it illegal for the Banks to
make Loans hereunder.

Section 10.4. Governmental Regulation. The Banks shall have
received such statements in substance and form reasonably satisfactory to
the Banks 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.

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

Section 11. COLLATERAL SECURITY. The Obligations shall be secured
by a perfected security interest (having, with respect to each category of
Collateral, the respective rights and priorities set forth herein and in
the Stock Pledge Agreement) in all of the Collateral, whether now owned or
hereafter acquired, pursuant to the terms of the Stock Pledge Agreement.

Section 12. EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF
COMMITMENT.

Section 12.1. 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
when the same shall become due and payable, whether at the 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 hereunder within five (5) Business Days after the same shall
become due and payable whether at the Maturity Date or any accelerated
date of maturity or at any other date fixed for payment;

(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 Banks;

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

(f) if any Borrower 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 $250,000, 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 $250,000 for such period of time as would, or would have
permitted (assuming the giving of appropriate notice if required) the
holder or holders thereof or of any obligations issued thereunder to
accelerate the maturity thereof; or

(g) if any Borrower 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 of any substantial part of the assets of any Borrower or
commences any case or other proceeding relating to any Borrower 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 and or
any Borrower indicates its approval thereof, consent thereto or
acquiescence therein;

(h) a decree or order is entered appointing any such trustee,
custodian, liquidator or receiver or adjudicating any Borrower 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 in
an involuntary case under federal bankruptcy laws as now or hereafter
constituted, and such decree or order remains in effect for more than
sixty (60) days, whether or not consecutive;

(i) if there shall remain in force, undischarged, unsatisfied and
unstayed, for more than thirty (30) days, whether or not consecutive, any
final judgment against any Borrower which, with other outstanding final
judgments against any Borrower, exceeds in the aggregate $500,000 after
taking into account any undisputed insurance coverage;

(j) with respect to any Guaranteed Pension Plan, an ERISA Reportable
Event shall have occurred and the Banks shall have determined in their
reasonable discretion that such event reasonably could be expected to
result in liability of any Borrower to the PBGC or the Plan in an
aggregate amount exceeding $500,000 and such event in the circumstances
occurring reasonably could constitute grounds for the termination of such
Plan by the PBGC or for the appointment by the appropriate United States
District Court of a trustee to administer such Plan; or a trustee shall
have been appointed by the United States District Court to administer such
Plan; or the PBGC shall have instituted proceedings to terminate such
Plan;

(k) if any of the Loan Documents shall be cancelled, terminated,
revoked or rescinded otherwise than in accordance with the terms thereof
or with the express prior written agreement, consent or approval of the
Banks, or any action at law, suit or in equity or other legal proceeding
to cancel, revoke or rescind any of the Loan Documents shall be commenced
by or on behalf of the Borrowers or any of their respective stockholders,
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; or

(l) 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
20% or more of the outstanding shares of common stock of the Borrower; or,
during any period of twelve consecutive calendar months, individuals who
were directors of the Borrower on the first day of such period shall cease
to constitute a majority of the board of directors of the Borrower; then,
and in any such event, so long as the same may be continuing, upon the
request of the Banks, the Agent shall, by notice in writing to the
Borrowers, declare all amounts owing with respect to this Agreement, the
Notes 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 Section 12(g) or 12(h), all
such amounts shall become immediately due and payable automatically and
without any requirement of notice from the Agent or any Bank. Upon demand
by the Banks after the occurrence of any Event of Default, the Borrowers
shall immediately provide to the Agent cash in an amount equal to the
aggregate Maximum Drawing Amount of all Letters of Credit outstanding, to
be held by the Agent as collateral security for the Obligations.

Section 12.2. Termination of Commitments. If any Event of Default
shall occur, any unused portion of the Total Commitment hereunder shall
forthwith terminate and the Banks shall be relieved of all obligations to
make Loans to or issue Letters of Credit for the account of any of the
Borrowers; or if on any Drawdown Date the conditions precedent to the
making of the Loans to be made on such Drawdown Date or the issuance of
any Letters of Credit to be issued on such date are not satisfied (except
as a consequence of a default on the part of the Banks), the Banks may by
notice to the Borrowers, terminate the unused portion of the Total
Commitment hereunder, and upon such Notice being given, such unused
portion of the Total Commitment hereunder shall terminate immediately and
the Banks shall be relieved of all further obligations to make Loans to or
issue Letters of Credit for the account of the Borrowers hereunder. No
termination of any portion of the Total Commitment hereunder shall relieve
the Borrowers of any of their existing Obligations to the Banks hereunder
or elsewhere.

Section 12.3. Remedies. Subject to Section 14.8, in case any one or
more of the Events of Default shall have occurred and be continuing, and
whether or not the Banks shall have accelerated the maturity of the Loans
pursuant to Section 12.1, each Bank, if owed any amount with respect to
the Loans or the Reimbursement Obligations, may 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 Agreement and the other Loan Documents or any
instrument pursuant to which the Obligations or the Guaranteed Obligations
to such Bank 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 Bank. No remedy herein conferred upon any Bank or the 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.

Section 13. SETOFF. Regardless of the adequacy of any collateral,
during the continuance of an Event of Default, any deposits or other sums
credited by or due from any Bank to the Borrowers and any securities or
other property of the Borrowers in the possession of such Bank may be
applied to or set off against the payment of the Obligations and any and
all other liabilities, direct or indirect, absolute or contingent, due or
to become due, now existing or hereafter arising, of the Borrowers to the
Banks. The Banks agree among themselves that, if a Bank shall obtain
payment on any loan outstanding under this Agreement through the exercise
of a right of offset, banker's lien or counterclaim, or from any other
source (other than by way of a pro rata payment under this Agreement or a
required payment under a Note), it shall promptly make such adjustments
with the other Banks as shall be equitable to the end that all the Banks
shall share the benefits of such payments pro rata in accordance with the
aggregate unpaid amount of the Notes held by each Bank immediately prior
to the payment obtained by such Bank as aforesaid. The Banks further
agree among themselves that if any payment to a Bank obtained by such Bank
through the exercise of a right of offset, banker's lien or counterclaim,
or from any other source (other than by way of a pro rata payment) as
aforesaid shall be rescinded or must otherwise be restored, the Banks who
shall have shared the benefit of such payment shall return their share of
that benefit to the Bank whose payment shall have been rescinded or
otherwise restored.

Section 14. THE AGENT.

Section 14.1. Appointment of Agent, Powers and Immunities. Each
Bank hereby irrevocably appoints and authorizes the Agent to act as its
agent hereunder and under the other Loan Documents, provided, however, the
Agent is hereby authorized to serve only as an administrative and
collateral agent for the Banks and to exercise such powers as are
reasonably incidental thereto and as are set forth in this Agreement and
the other Loan Documents. The Agent hereby acknowledges that it does not
have the authority to negotiate any agreement which would bind the Banks
or agree to any amendment, waiver or modification of any of the Loan
Documents or bind the Banks except as set forth in this Agreement or the
Loan Documents. Except as provided in this Section 14 and in the other
Loan Documents, the Agent shall take action or refrain from acting only
upon instructions of the Banks and no action taken or failure to act
without the consent of the Banks shall be binding on any Bank which has
not consented. Each Bank irrevocably authorizes the Agent to execute the
Stock Pledge Agreement and all other instruments relating thereto and to
take such action on behalf of each of the Banks and to exercise all such
powers as are expressly delegated to the Agent under the Loan Documents
and all related documents, together with such other powers as are
reasonably incidental thereto. It is agreed that the duties, rights,
privileges and immunities of the Agent, in its capacity as issuer of
Letters of Credit hereunder, shall be identical to its duties, rights,
privileges and immunities as a Bank as provided in this Section 14. The
Agent shall not have any duties or responsibilities or any fiduciary
relationship with any Bank except those expressly set forth in this
Agreement. Neither the Agent nor any of its affiliates shall be
responsible to the Banks for any recitals, statements, representations or
warranties made by the Borrowers or any other Person whether contained
herein or otherwise or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement, the other
Loan Documents or any other document referred to or provided for herein or
therein or for any failure by the Borrowers or any other Person to perform
its obligations hereunder or thereunder or in respect of the Notes. The
Agent may employ agents and attorneys-in-fact and shall not be responsible
for the negligence or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall exercise the same
care in administering the Loan as its exercises with respect to similar
transactions entered into solely for its own account; however, neither the
Agent nor any of its directors, officers, employees or agents shall be
responsible for any action taken or omitted to be taken in good faith by
it or them hereunder or in connection herewith, except for its or their
own gross negligence or willful misconduct. The Bank in its separate
capacity as a Bank shall have the same rights and powers hereunder as any
other Bank.

Section 14.2. Actions By Agent. The Agent shall be fully justified
in failing or refusing to take any action under this Agreement as it
reasonably deems appropriate unless it shall first have received such
advice or concurrence of the Banks and shall be indemnified to its
reasonable satisfaction by the Banks against any and all liability and
expense which may be incurred by it by reason of taking or continuing to
take any such action. The Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement or any of the
Loan Documents in accordance with a request of the Banks, and such request
and any action taken or failure to act pursuant thereto shall be binding
upon the Banks and all future holders of the Notes or any Letter of Credit
Participation.

Section 14.3. INDEMNIFICATION. WITHOUT LIMITING THE OBLIGATIONS OF
THE BORROWERS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, THE BANKS AGREE
TO INDEMNIFY THE AGENT, RATABLY IN ACCORDANCE WITH THEIR RESPECTIVE
COMMITMENT PERCENTAGES, FOR ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR
DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (OTHER THAN LOSSES WITH
RESPECT TO THE AGENT'S PRO RATA SHARE OF THE OBLIGATIONS) WHICH MAY AT ANY
TIME BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE AGENT IN ANY WAY
RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE ENFORCEMENT OF ANY OF
THE TERMS HEREOF OR THEREOF OR OF ANY SUCH OTHER DOCUMENTS; PROVIDED, THAT
NO BANK SHALL BE LIABLE FOR ANY OF THE FOREGOING TO THE EXTENT THEY ARISE
FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT (OR ANY AGENT
THEREOF), IT BEING THE INTENT OF THE PARTIES HERETO THAT ALL SUCH
INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THEIR ORDINARY SOLE OR
CONTRIBUTORY NEGLIGENCE.

Section 14.4. Reimbursement. Without limiting the provisions of
Section 14.3, the Banks and the Agent hereby agree that the Agent shall
not be obliged to make available to any Person any sum which the Agent is
expecting to receive for the account of that Person until the Agent has
determined that it has received that sum. The Agent may, however,
disburse funds prior to determining that the sums which the Agent expects
to receive have been finally and unconditionally paid to the Agent, if the
Agent wishes to do so. If and to the extent that the Agent does disburse
funds and it later becomes apparent that the Agent did not then receive a
payment in an amount equal to the sum paid out, then any Person to whom
the Agent made the funds available shall, on demand from the Agent, refund
to the Agent the sum paid to that Person. If, in the opinion of the
Agent, the distribution of any amount received by it in such capacity
hereunder or under the Loan Documents might involve it in liability, it
may refrain from making distribution until its right to make 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 Agent is to be repaid, each Person to whom any such
distribution shall have been made shall either repay to the 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.

Section 14.5. Documents. The Agent will forward to each Bank,
promptly after the Agent's receipt thereof, a copy of each notice or other
document furnished to the Agent for such Bank hereunder; provided,
however, that, notwithstanding the foregoing, the Agent may furnish to the
Banks a monthly summary with respect to Letters of Credit issued hereunder
in lieu of copies of the related Letter of Credit Applications.

Section 14.6. Non-Reliance on Agent and Other Banks. Each Bank
represents that it has, independently and without reliance on the Agent or
any other Bank, and based on such documents and information as it has
deemed appropriate, made its own appraisal of the financial condition and
affairs of the Borrowers and decision to enter into this Agreement and the
other Loan Documents and agrees that it will, independently and without
reliance upon the Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its
own appraisals and decisions in taking or not taking action under this
Agreement or any other Loan Document. The Agent shall not be required to
keep informed as to the performance or observance by the Borrowers of this
Agreement, the other Loan Documents or any other document referred to or
provided for herein or therein or by any other Person of any other
agreement or to make inquiry of, or to inspect the properties or books of,
any Person. Except for notices, reports and other documents and
information expressly required to be furnished to the Banks by the Agent
hereunder, the Agent shall not have any duty or responsibility to provide
any Bank with any credit or other information concerning any person which
may come into the possession of the Agent or any of its affiliates. Each
Bank shall have access to all documents relating to the Agent's
performance of its duties hereunder at such Bank's request. Unless any
Bank shall promptly object to any action taken by the Agent hereunder
(other than actions to which the provisions of Section 14.8 are applicable
and other than actions which constitute gross negligence or willful
misconduct by the Agent), such Bank shall conclusively be presumed to have
approved the same.

Section 14.7. Resignation or Removal of Agent. The Agent may resign
at any time by giving 60 days' prior written notice thereof to the Banks
and the Borrowers. Upon any such resignation, the Banks shall have the
right to appoint a successor Agent. If no successor Agent shall have been
so appointed by the Banks and shall have accepted such appointment within
30 days after the retiring Agent's giving of notice of resignation, then
the retiring Agent may, on behalf of the Banks, appoint a successor Agent,
which shall be a financial institution having a combined capital and
surplus in excess of $150,000,000. Upon the acceptance of any appointment
as Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall
be discharged from its duties and obligations hereunder. After any
retiring Agent's resignation, the provisions of this Agreement shall
continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Agent. Any new Agent
appointed pursuant to this Section 14.7 shall immediately issue new
Letters of Credit in place of Letters of Credit previously issued by the
Agent.

Section 14.8. Action by the Banks, Consents, Amendments, Waivers,
Etc. Except as otherwise expressly provided in this Section 14.8, any
action to be taken (including the giving of notice) may be taken or any
consent or approval required or permitted by the Agreement or any other
Loan Document to be given by the Banks may be given, and any term of this
Agreement, any other Loan Document or any other instrument, document or
agreement related to this Agreement or the other Loan Documents or
mentioned therein may be amended and the performance or observance by the
Borrowers or any other person of any of the terms thereof and any Default
or Event of Default (as defined in any of the above-referenced documents
or instruments) may be waived (either generally or in a particular
instance and either retroactively or prospectively) only with the written
consent of the Majority Banks; provided, however, that no such consent or
amendment which affects the rights, duties or liabilities of the Agent (in
its capacity as Agent) shall be effective without the written consent of
the Agent. Notwithstanding the foregoing, no amendment, waiver or consent
shall do any of the following unless in writing and signed by ALL of the
Banks: (a) increase the principal amount of the Total Commitment (or
subject the Banks to any additional obligations) other than in accordance
with Section 2.2 hereof, (b) reduce the principal of or interest on the
Notes (including, without limitation, interest on overdue amounts) or any
fees payable hereunder, (c) postpone any date fixed for any payment in
respect of principal or interest (including, without limitation, interest
on overdue amounts) on the Notes, or any fees payable hereunder; (d)
change the definition of "Majority Banks" or number of Banks which shall
be required for the Banks or any of them to take any action under the Loan
Documents; (e) amend this Section 14.8; (f) change the Commitment
Percentage of any Bank, except as permitted under Section 18 hereof; or
(g) except as otherwise permitted hereunder, release any Collateral.

Section 15. EXPENSES. Whether or not the transactions contemplated
herein shall be consummated, the Borrowers hereby promise to reimburse the
Agent for all reasonable out-of-pocket fees and disbursements (including
all reasonable attorneys' fees and Consulting Engineers' fees), incurred
or expended in connection with the preparation, filing or recording, or
interpretation of this Agreement, the other Loan Documents, or any
amendment, modification, approval, consent or waiver hereof or thereof, or
with the enforcement of any Obligations or the satisfaction of any
indebtedness of the Borrowers hereunder or thereunder, or in connection
with any litigation, proceeding or dispute hereunder in any way related to
the credit hereunder. The Borrowers will pay any taxes (including any
interest and penalties in respect thereof) other than the Banks' federal
and state income taxes, payable on or with respect to the transactions
contemplated by this Agreement (the Borrowers hereby agreeing to indemnify
the Banks with respect thereto).

Section 16. INDEMNIFICATION. THE BORROWERS AGREE TO INDEMNIFY AND
HOLD HARMLESS THE AGENT AND THE BANKS, AS WELL AS THEIR SHAREHOLDERS,
DIRECTORS, AGENTS, OFFICERS, SUBSIDIARIES AND AFFILIATES, FROM AND AGAINST
ALL DAMAGES, LOSSES, SETTLEMENT PAYMENTS, OBLIGATIONS, LIABILITIES,
CLAIMS, SUITS, PENALTIES, ASSESSMENTS, CITATIONS, DIRECTIVES, DEMANDS,
JUDGMENTS, ACTIONS OR CAUSES OF ACTION, WHETHER STATUTORILY CREATED OR
UNDER THE COMMON LAW, AND REASONABLE COSTS AND EXPENSES INCURRED,
SUFFERED, SUSTAINED OR REQUIRED TO BE PAID BY AN INDEMNIFIED PARTY BY
REASON OF OR RESULTING FROM THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT
ANY OF THE FOREGOING WHICH RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE INDEMNIFIED PARTY. IN ANY INVESTIGATION, PROCEEDING OR
LITIGATION, OR THE PREPARATION THEREFOR, EACH BANK AND THE AGENT SHALL BE
ENTITLED TO SELECT ITS OWN COUNSEL, AND, IN ADDITION TO THE FOREGOING
INDEMNITY, THE BORROWERS AGREE TO PAY PROMPTLY THE REASONABLE FEES AND
EXPENSES OF SUCH COUNSEL. IN THE EVENT OF THE COMMENCEMENT OF ANY SUCH
PROCEEDING OR LITIGATION, THE BORROWERS SHALL BE ENTITLED TO PARTICIPATE
IN SUCH PROCEEDING OR LITIGATION WITH COUNSEL OF THEIR CHOICE AT THEIR
EXPENSE, PROVIDED THAT SUCH COUNSEL SHALL BE REASONABLY SATISFACTORY TO
THE BANKS AND THE AGENT. THE COVENANTS OF THIS Section 16 SHALL SURVIVE
PAYMENT OR SATISFACTION OF PAYMENT OF AMOUNTS OWING WITH RESPECT TO THE
NOTES OR ANY OTHER LOAN DOCUMENT, IT BEING THE INTENT OF THE PARTIES
HERETO THAT ALL SUCH INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THEIR
ORDINARY SOLE OR CONTRIBUTORY NEGLIGENCE.

Section 17. 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 Banks and the Agent, notwithstanding any
investigation heretofore or hereafter made by any of them, and shall
survive the making by the Banks 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
Agreement, any Letter of Credit or the Notes remains outstanding and
unpaid or any Bank 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.

Section 18. ASSIGNMENT AND PARTICIPATION. It is understood and
agreed that each Bank shall have the right to assign or participate at any
time all or a portion of its Commitment and interests in the risk relating
to any Loans and outstanding Letters of Credit hereunder in an amount
equal to or greater than $10,000,000 (which assignment shall be of an
equal percentage of the Commitment, the Loans and outstanding Letters of
Credit) to additional banks or other financial institutions so long as the
Agent will be the Agent hereunder and with the prior written consent of
the Agent and, unless a Default or an Event of Default shall have occurred
and be continuing, the Borrowers, which approvals shall not be
unreasonably withheld; and further, and that each bank or other financial
institution which executes and delivers to the Banks and the Borrowers
hereunder a counterpart joinder in form and substance satisfactory to the
Banks and such bank or financial institution shall, on the date specified
in such counterpart joinder, become a party to this Agreement and the
other Loan Documents for all purposes of this Agreement, and its
Commitment shall be as set forth in such counterpart joinder. Upon the
execution and delivery of such counterpart joinder and payment by the
assigning bank of an assignment fee in the amount of $3,500 to the Agent,
(a) the Borrowers shall issue to such bank or other financial institution
a Note in the amount of such bank's or other financial institution's
Commitment dated the Closing Date or such other date as may be specified
by the Agent and otherwise completed in substantially the form of
Exhibit A hereto; (b) the Agent shall distribute to the Borrowers, the
Banks and such bank or financial institution a schedule reflecting such
changes; (c) this Agreement shall be appropriately amended to reflect (i)
the status of such bank or financial institution as a party hereto and
(ii) the status and rights of the Banks and Agent hereunder; and (d) the
Borrowers shall take such action as the Agent may reasonably request to
perfect any security interests in favor of the Banks, including any bank
or financial institution which becomes a party to this Agreement. The
documents evidencing any such participation may provide that, except with
the consent of the bank or financial institution that is a party thereto,
such Bank will not consent to (a) the reduction in or forgiveness of the
stated principal of or rate of interest on or Commitment Fee with respect
to the portion of any Loan subject to such participation or assignment,
(b) the extension or postponement of any stated date fixed for payment of
principal or interest or Commitment Fee with respect to the portion of any
Loan subject to such participation or assignment, or (c) the waiver or
reduction of any right to indemnification of such Bank hereunder.
Notwithstanding the foregoing, no syndication or participation shall
operate to increase the Total Commitment hereunder or otherwise alter the
substantive terms of this Agreement, except as contemplated under Section
2.2(c).

Section 19. PARTIES IN INTEREST. All the terms of this 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 no Borrower shall assign or
transfer its rights hereunder without the prior written consent of the
Banks.

Section 20. NOTICES, ETC. Except as otherwise expressly provided in
this Agreement, all notices and other communications made or required to
be given pursuant to this 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 telegraph, telex or telecopier and
confirmed by letter, addressed as follows:

(a) if to the Borrowers, at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Chief Financial
Officer and Treasurer, telecopy number (▇▇▇) ▇▇▇-▇▇▇▇;

(b) if to the Agent or FNBB, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President,
telecopy number ▇▇▇-▇▇▇-▇▇▇▇;

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

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, and (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.

Section 21. MISCELLANEOUS. The rights and remedies herein expressed
are cumulative and not exclusive of any other rights which the Banks or
Agent would otherwise have. The captions in this Agreement are for
convenience of reference only and shall not define or limit the provisions
hereof. This 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 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.

Section 22. ENTIRE AGREEMENT, ETC. The Loan Documents and any other
documents executed in connection herewith or therewith express the entire
understanding of the parties with respect to the transactions contemplated
hereby. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated, except as provided in Section 14.8. 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 Agent or any Bank 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.

Section 23. WAIVER OF JURY TRIAL. EACH OF THE BORROWERS HEREBY
WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM
ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS 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 BORROWER 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 (a) CERTIFY
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OR ANY BANK OF THE AGENT HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH BANK OR THE AGENT WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND
(b) ACKNOWLEDGE THAT THE AGENT AND THE BANKS HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY
BECAUSE OF, AMONG OTHER THINGS, THE BORROWERS' WAIVERS AND CERTIFICATIONS
CONTAINED HEREIN.

Section 24. GOVERNING LAW. THIS AGREEMENT AND EACH OF THE OTHER
LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF SAID COMMONWEALTH (EXCLUDING THE LAWS
APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWERS CONSENT TO THE
JURISDICTION OF ANY OF THE FEDERAL OR STATE COURTS LOCATED IN THE
COMMONWEALTH OF MASSACHUSETTS IN CONNECTION WITH ANY SUIT TO ENFORCE THE
RIGHTS OF ANY BANK OR THE AGENT UNDER THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS.

Section 25. SEVERABILITY. The provisions of this 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 Agreement in any jurisdiction.

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

By:
▇▇▇▇▇▇ ▇. ▇▇▇▇, Treasurer

THE FIRST NATIONAL BANK OF
BOSTON, individually and as Agent

By:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President

LASALLE NATIONAL BANK

By:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President

BANK ONE, WISCONSIN

By:
▇▇▇▇ ▇. ▇▇▇▇▇
Vice President

BANK OF AMERICA ILLINOIS

By:
▇▇▇▇ ▇▇▇▇
Senior Vice President

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of March 26, 1997

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