EXHIBIT 10.1 CREDIT AGREEMENT, dated as of December 11, 1996 among CORNERSTONE PROPANE, L.P., as the Borrower, and VARIOUS FINANCIAL INSTITUTIONS, as the Lenders, and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent for the Lenders.

EXHIBIT 10.1

CREDIT AGREEMENT,

dated as of December 11, 1996

among

CORNERSTONE PROPANE, L.P.,
as the Borrower,

and

VARIOUS FINANCIAL INSTITUTIONS,
as the Lenders,

and

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
as Agent for the Lenders.

254

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS . . . . . . . 1

1.1 Defined Terms . . . . . . . . . . . . . . . . . . . 1
1.2 Use of Defined Terms . . . . . . . . . . . . . . . . 27
1.3 Cross-References . . . . . . . . . . . . . . . . . . 28
1.4 Accounting and Financial Determinations . . . . . . 28

ARTICLE II

COMMITMENTS, BORROWING PROCEDURES AND NOTES . . . . 28

2.1 Commitments . . . . . . . . . . . . . . . . . . . . 28
2.1.1 Working Capital Loan Commitment . . . . . . 28
2.1.2 Acquisition Loan Commitment . . . . . . . . 29
2.1.3 Lenders Not Permitted or Required to Make
Loans . . . . . . . . . . . . . . . . . . . 29
2.2 Reduction of Commitment Amounts . . . . . . . . . . 29
2.2.1 Optional . . . . . . . . . . . . . . . . . . 29
2.2.2 Mandatory . . . . . . . . . . . . . . . . . 29
2.3 Borrowing Procedure . . . . . . . . . . . . . . . . 30
2.4 Continuation and Conversion Elections . . . . . . . 30
2.5 Funding . . . . . . . . . . . . . . . . . . . . . . 31
2.6 Notes . . . . . . . . . . . . . . . . . . . . . . . 31
2.7 Swing Line . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES . . . . 33

3.1 Repayments and Prepayments . . . . . . . . . . . . . 33
3.1.1 Stated Maturity Date and Loan Commitment
Termination Date . . . . . . . . . . . . . . 35
3.2 Interest Provisions . . . . . . . . . . . . . . . . 37
3.2.1 Rates . . . . . . . . . . . . . . . . . . . 37
3.2.2 Post-Maturity Rates . . . . . . . . . . . . 38
3.2.3 Payment Dates . . . . . . . . . . . . . . . 38
3.3 Fees . . . . . . . . . . . . . . . . . . . . . . . . 39
3.3.1 Facility Fee . . . . . . . . . . . . . . . . 39
3.3.2 Letter of Credit Face Amount Fee . . . . . . 39
3.3.3 Letter of Credit Issuing Fee . . . . . . . . 39
3.3.4 Additional Fee . . . . . . . . . . . . . . . 39

255

Page

ARTICLE IV

LETTERS OF CREDIT . . . . . . . . . . 39

4.1 Issuance Requests . . . . . . . . . . . . . . . . . 39
4.2 Issuances and Extensions . . . . . . . . . . . . . . 40
4.3 Expenses . . . . . . . . . . . . . . . . . . . . . . 41
4.4 Other Lenders' Participation . . . . . . . . . . . . 41
4.5 Disbursements . . . . . . . . . . . . . . . . . . . 42
4.6 Reimbursement . . . . . . . . . . . . . . . . . . . 42
4.7 Deemed Disbursements . . . . . . . . . . . . . . . . 43
4.8 Nature of Reimbursement Obligations . . . . . . . . 44
4.9 Increased Costs; Indemnity . . . . . . . . . . . . . 44

ARTICLE V

CERTAIN EURODOLLAR RATE AND OTHER PROVISIONS . . . . 46

5.1 Eurodollar Rate Lending Unlawful . . . . . . . . . . 46
5.2 Deposits Unavailable . . . . . . . . . . . . . . . . 46
5.3 Increased Eurodollar Rate Loan Costs, etc . . . . . 46
5.4 Funding Losses . . . . . . . . . . . . . . . . . . . 47
5.5 Increased Capital Costs . . . . . . . . . . . . . . 48
5.6 Taxes . . . . . . . . . . . . . . . . . . . . . . . 48
5.7 Payments, Computations, etc. . . . . . . . . . . . . 50
5.8 Sharing of Payments . . . . . . . . . . . . . . . . 50
5.9 Setoff . . . . . . . . . . . . . . . . . . . . . . . 51
5.10 Use of Proceeds . . . . . . . . . . . . . . . . . . 51
5.11 Recourse . . . . . . . . . . . . . . . . . . . . . . 52
5.12 Replacement of Lenders . . . . . . . . . . . . . . . 52

ARTICLE VI

CONDITIONS TO BORROWING . . . . . . . . . 52

6.1 Initial Borrowing . . . . . . . . . . . . . . . . . 52
6.1.1 Partnership Action . . . . . . . . . . . . . 52
6.1.2 Delivery of Notes . . . . . . . . . . . . . 53
6.1.3 Private Placement Debt and Public
Partnership Common Units . . . . . . . . . . 53
6.1.4 Payment of Outstanding Indebtedness, etc . . 53
6.1.5 Transfer . . . . . . . . . . . . . . . . . . 53
6.1.6 Working Capital Debt . . . . . . . . . . . . 53
6.1.7 Intercreditor Agreement . . . . . . . . . . 53
6.1.8 Security Agreement . . . . . . . . . . . . . 53
6.1.9 Permits . . . . . . . . . . . . . . . . . . 54
6.1.10 Opinion of Counsel . . . . . . . . . . . . . 54
6.1.11 Closing Fees, Expenses, etc. . . . . . . . . 55

256

Page

6.1.12 Compliance Certificate . . . . . . . . . . . 55
6.1.13 Insurance Certificate . . . . . . . . . . . 55
6.1.14 Solvency Certificate . . . . . . . . . . . . 55
6.2 All Borrowings and Issuances of Letters
of Credit. . . . . . . . . . . . . . . . . 55
6.2.1 Compliance with Warranties, No Default,
etc. . . . . . . . . . . . . . . . . . . . . 55

6.2.2 Borrowing Request . . . . . . . . . . . . . 56
6.2.3 Satisfactory Legal Form . . . . . . . . . . 56

ARTICLE VII

REPRESENTATIONS AND WARRANTIES . . . . . . . 57

7.1 Organization, etc . . . . . . . . . . . . . . . . . 57
7.2 Partnership Interests. . . . . . . . . . . . . . . . 57
7.3 Qualification. . . . . . . . . . . . . . . . . . . . 58
7.4 Due Authorization, Non-Contravention, etc. . . . . . 58
7.5 Government Approval, Regulation, etc. . . . . . . . 59
7.6 Business; Financial Statements . . . . . . . . . . . 59
7.7 No Material Adverse Change . . . . . . . . . . . . . 60
7.8 Litigation, Labor Controversies, etc. . . . . . . . 60
7.9 Ownership of Properties . . . . . . . . . . . . . . 61
7.10 Taxes . . . . . . . . . . . . . . . . . . . . . . . 61
7.11 Pension and Welfare Plans . . . . . . . . . . . . . 61
7.12 Environmental Warranties . . . . . . . . . . . . . . 62
7.13 Regulations G, U and X . . . . . . . . . . . . . . . 64
7.14 Accuracy of Information . . . . . . . . . . . . . . 64
7.15 Capitalization . . . . . . . . . . . . . . . . . . . 64
7.16 Solvency . . . . . . . . . . . . . . . . . . . . . . 64
7.17 Private Placement Debt Representations . . . . . . . 65
7.18 Compliance with Laws . . . . . . . . . . . . . . . . 65

ARTICLE VIII

COVENANTS . . . . . . . . . . . . 65

8.1 Affirmative Covenants . . . . . . . . . . . . . . . 65
8.1.1 Financial Information, Reports, Notices,
etc. . . . . . . . . . . . . . . . . . . . . 65
8.1.2 Compliance with Laws, etc. . . . . . . . . . 68
8.1.3 Maintenance of Properties . . . . . . . . . 68
8.1.4 Insurance . . . . . . . . . . . . . . . . . 68
8.1.5 Books and Records . . . . . . . . . . . . . 69
8.1.6 Inspection . . . . . . . . . . . . . . . . . 69
8.1.7 Environmental Covenant . . . . . . . . . . . 69
8.1.8 Ranking/security . . . . . . . . . . . . . . 69

iii

257

Page

8.1.9 Clean Down Period . . . . . . . . . . . . . 70
8.2 Negative Covenants . . . . . . . . . . . . . . . . . 70
8.2.1 Business Activities . . . . . . . . . . . . 70
8.2.2 Indebtedness . . . . . . . . . . . . . . . . 70
8.2.3 Liens . . . . . . . . . . . . . . . . . . . 74
8.2.4 Financial Condition . . . . . . . . . . . . 75
8.2.5 Investments . . . . . . . . . . . . . . . . 76
8.2.6 Restricted Payments, etc. . . . . . . . . . 77
8.2.7 Consolidation, Merger, etc. . . . . . . . . 77
8.2.8 Asset Dispositions, etc. . . . . . . . . . . 78
8.2.9 Modification of Certain Agreements . . . . . 80
8.2.10 Transactions with Affiliates . . . . . . . . 81
8.2.11 Negative Pledges, Restrictive Agreements,
etc. . . . . . . . . . . . . . . . . . . . . 81
8.2.12 Limitation on Issuance of Subsidiary
Stock . . . . . . . . . . . . . . . . . . . 81
8.2.13 Operating Leases . . . . . . . . . . . . . . 81
8.2.14 Restricted Subsidiaries . . . . . . . . . . 81
8.2.15 Organic Documents . . . . . . . . . . . . . 83
8.2.16 Cornerstone Sales & Service Corporation . . 83

ARTICLE IX

EVENTS OF DEFAULT . . . . . . . . . . 83

9.1 Listing of Events of Default . . . . . . . . . . . . 83
9.1.1 Non-Payment of Obligations . . . . . . . . . 83
9.1.2 Breach of Warranty . . . . . . . . . . . . . 83
9.1.3 Non-Performance of Other Covenants and
Obligations . . . . . . . . . . . . . . . . 83
9.1.4 Default on Other Indebtedness . . . . . . . 83
9.1.5 Judgments . . . . . . . . . . . . . . . . . 84
9.1.6 Pension Plans . . . . . . . . . . . . . . . 84
9.1.7 Change in Control . . . . . . . . . . . . . 84
9.1.8 Bankruptcy, Insolvency, etc. . . . . . . . . 84
9.1.9 Impairment of Security, etc. . . . . . . . . 86
9.1.10 Split-Up . . . . . . . . . . . . . . . . . . 86
9.1.11 Partners . . . . . . . . . . . . . . . . . . 86
9.2 Action if Bankruptcy . . . . . . . . . . . . . . . . 86
9.3 Action if Other Event of Default . . . . . . . . . . 87

ARTICLE X

THE AGENT . . . . . . . . . . . . 87

10.1 Appointment and Authorization . . . . . . . . . . . 87
10.2 Delegation of Duties . . . . . . . . . . . . . . . . 88
10.3 Liability of Agent . . . . . . . . . . . . . . . . . 88

258

Page

10.4 Reliance by Agent . . . . . . . . . . . . . . . . . 88
10.5 Notice of Default . . . . . . . . . . . . . . . . . 89
10.6 Credit Decision . . . . . . . . . . . . . . . . . . 89
10.7 Indemnification of Agent . . . . . . . . . . . . . . 90
10.8 Agent in Individual Capacity . . . . . . . . . . . . 90
10.9 Successor Agent . . . . . . . . . . . . . . . . . . 91
10.10 Withholding Tax . . . . . . . . . . . . . . . . . . 91
10.11 Collateral Matters . . . . . . . . . . . . . . . . . 93

ARTICLE XI

MISCELLANEOUS PROVISIONS . . . . . . . . . 94

11.1 Waivers, Amendments, etc. . . . . . . . . . . . . . 94
11.2 Notices . . . . . . . . . . . . . . . . . . . . . . 94
11.3 Payment of Costs and Expenses . . . . . . . . . . . 95
11.4 Indemnification . . . . . . . . . . . . . . . . . . 95
11.5 Survival . . . . . . . . . . . . . . . . . . . . . . 96
11.6 Severability . . . . . . . . . . . . . . . . . . . . 97
11.7 Headings . . . . . . . . . . . . . . . . . . . . . . 97
11.8 Execution in Counterparts, Effectiveness, etc. . . . 97
11.9 Governing Law; Entire Agreement . . . . . . . . . . 97
11.10 Successors and Assigns . . . . . . . . . . . . . . . 97
11.11 Sale and Transfer of Loans and Notes;
Participations in Loans and Notes . . . . . . . . . 97
11.11.1 Assignments . . . . . . . . . . . . . . . . 98
11.11.2 Participations . . . . . . . . . . . . . . . 98
11.12 Other Transactions . . . . . . . . . . . . . . . . . 99
11.13 Forum Selection and Consent to Jurisdiction . . . . 100
11.14 Waiver of Jury Trial . . . . . . . . . . . . . . . . 100

259

SCHEDULE AND EXHIBITS

SCHEDULE I - Disclosure Schedule
ITEM 7.2 - Subsidiaries
ITEM 7.3 - Jurisdictions
ITEM 7.5 - Government Approvals
ITEM 7.8 - Litigation
ITEM 7.11 - Employee Benefit Plans
ITEM 7.12 - Environmental Matters
ITEM 7.15 - Capitalization
ITEM 8.2.2(a) - Indebtedness to be Paid on Effective Date
ITEM 8.2.3 - Liens
ITEM 8.2.10 - Transactions with Affiliates
EXHIBIT A - Form of Working Capital Note
EXHIBIT B - Form of Acquisition Note
EXHIBIT C - Form of Borrowing Request
EXHIBIT D - Form of Issuance Request
EXHIBIT E - Form of Continuation/Conversion Notice
EXHIBIT F - Form of Assignment and Acceptance
Agreement
EXHIBIT G - Form of Intercreditor and Trust Agreement
EXHIBIT H - Form of Commitment Termination Date Extension
Request
EXHIBIT I - Form of Security Agreement
EXHIBIT J-1 - Form of Opinion of Counsel to the
Borrowers
EXHIBIT J-2 - Form of Opinion of Local Counsel to the
Borrowers
EXHIBIT K - Form of Swing Loan Request
EXHIBIT L - Form of Guaranty
EXHIBIT M - Form of Solvency Certificate
EXHIBIT N - Form of Intercompany Note
EXHIBIT O - Form of Compliance Certificate

260

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of December 11, 1996 among
CORNERSTONE PROPANE, L.P., a Delaware limited partnership (the
"BORROWER"), the various financial institutions as are or may become
parties hereto (collectively, the "LENDERS"), and BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION ("BofA"), as agent (the
"AGENT") for the Lenders,

W I T N E S E T H:

WHEREAS, the Borrower is engaged in the wholesale and retail
sale, distribution, and storage of propane and natural gas and related
petroleum derivative products, leasing propane storage tanks, related
retail sales of supplies and equipment, including home appliances,
other business activities described in the Registration Statement (as
defined below) and any other business reasonably related thereto.

WHEREAS, the Borrower is a limited partnership owned by
Cornerstone Propane Partners, L.P., a Delaware limited partnership
(the "Public Partnership"), Cornerstone Propane GP, Inc., a Delaware
corporation (the "Managing General Partner") and SYN Inc., a Delaware
corporation (the "Special General Partner", and collectively with the
Public Partnership and the Managing General Partner, the "Partners");

WHEREAS, the Borrower desires to obtain Commitments from the
Lenders pursuant to which Loans, in a maximum aggregate principal
amount at any one time outstanding not to exceed $125,000,000, will be
made to the Borrower from time to time prior to the Loan Commitment
Termination Date; and

WHEREAS, the Lenders are willing, on the terms and subject to the
conditions hereinafter set forth (including ARTICLE VI), to extend
such Commitments and make such Loans to the Borrower; and

WHEREAS, the proceeds of such Loans will be used for acquisitions
permitted by the terms of this Agreement and general working capital
purposes of the Borrower;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1 DEFINED TERMS. The following terms (whether or
not underscored) when used in this Agreement, including its preamble
and recitals, shall, except where the context otherwise requires, have
the following meanings (such meanings to be equally applicable to the
singular and plural forms thereof):

"ACQUISITION LOAN" is defined in SECTION 2.1.2.

261

"ACQUISITION LOAN COMMITMENT" means, relative to any Lender, such
Lender's obligation to make Loans pursuant to SECTION 2.1.2.

"ACQUISITION LOAN COMMITMENT AMOUNT" means, on any date,
$75,000,000 as such amount may be reduced from time to time pursuant
to SECTION 2.2.

"ACQUISITION LOAN CONVERSION DATE" means the earliest of

(a) December 31, 1999;

(b) the date on which the Acquisition Loan Commitment
Amount is terminated in full or reduced to zero pursuant to
SECTION 2.2; and

Upon the occurrence of any event described in CLAUSE (b) or (c), the
Acquisition Loan Commitments shall terminate automatically and without
any further action.

"ACQUISITION NOTE" means a promissory note of the Borrower
payable to the Agent, in the form of EXHIBIT B hereto (as such
promissory note may be amended, endorsed or otherwise modified from
time to time), evidencing the aggregate Indebtedness of the Borrower
resulting from outstanding Acquisition Loans, and also means all other
promissory notes accepted from time to time in substitution therefor
or renewal thereof.

"ACQUISITION PERCENTAGE" means, relative to any Lender, the
Acquisition Percentage set forth opposite its signature hereto or set
forth in the Assignment and Acceptance Agreement, as such percentage
may be adjusted from time to time pursuant to Assignment and
Acceptance Agreement(s) executed by such Lender and its Assignee
Lender(s) and delivered pursuant to SECTION 11.11.1.

"AFFILIATE" of any Person means as applied to any Person, any
other Person directly or indirectly controlling or controlled by or
under common control with such Person, PROVIDED that, for purposes of
this definition, control as used with respect to any Person shall
mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person,
whether as a general partner or through the ownership of voting
securities or by contract or otherwise. As applied to the Borrower and
its Restricted Subsidiaries, Affiliate includes without limitation
the Managing General Partner and the Public Partnership.

"AGENT" is defined in the PREAMBLE and includes each other Person
as shall have subsequently been appointed as the successor Agent
pursuant to SECTION 10.9.

262

"AGENT-RELATED PERSON" means BofA in its capacity as agent and
any successor agent arising under SECTION 10.9 and any Issuer
hereunder, together with their respective Affiliates, and the
officers, directors, employees, agents and attorneys-in-fact of such
Persons and Affiliates.

"AGREEMENT" means, on any date, this Credit Agreement as
originally in effect on the Effective Date and as thereafter from time
to time amended, supplemented, amended and restated, or otherwise
modified and in effect on such date.

"ALTERNATE BASE RATE" means, on any date and with respect to all
Base Rate Loans, a fluctuating rate of interest per annum equal to the
higher of

(a) the rate of interest most recently announced by
the Agent at its principal office as its reference rate for
Dollar loans; and

(b) the Federal Funds Rate most recently determined
by the Agent plus 1/2 of 1%.

The Alternate Base Rate is not necessarily intended to be the lowest
rate of interest determined by the Reference Lender in connection with
extensions of credit. Changes in the rate of interest on that portion
of any Loans maintained as Base Rate Loans will take effect
simultaneously with each change in the Alternate Base Rate. The Agent
will give notice promptly to the Borrower and the Lenders of changes
in the Alternate Base Rate.

"APPLICABLE BASE RATE MARGIN" means, with respect to any Base
Rate Loan, the then applicable per annum rate set forth in the Pricing
Grid; PROVIDED, that the Applicable Base Rate Margin for the period
from the Effective Date to the Financial Statement Delivery Date next
following March 31, 1997 shall be determined on the assumption that
Tier V is in effect until the Financial Statement Delivery Date next
following March 31, 1997.

"APPLICABLE EURODOLLAR RATE MARGIN" means, with respect to any
Eurodollar Rate Loan, the then applicable per annum rate set forth in
the Pricing Grid; PROVIDED, that the Applicable Eurodollar Rate Margin
for the period from the Effective Date to the Financial Statement
Delivery Date next following March 31, 1997 shall be determined on the
assumption that Tier V is in effect until the Financial Statement
Delivery Date next following March 31, 1997.

"ASSET DISPOSITION" is defined in SECTION 8.2.8.

"ASSETS" mean the assets conveyed to the Borrower pursuant to the
Conveyance Documents.

"ASSIGNEE LENDER" is defined in SECTION 11.11.1.

263

"ASSIGNMENT AND ACCEPTANCE AGREEMENT" means an Assignment and
Acceptance Agreement substantially in the form of EXHIBIT F hereto.

"AUTHORIZED OFFICER" means, relative to any Obligor, those of its
officers (or, in the case of the Borrower, those officers of the
Managing General Partner) whose signatures and incumbency shall have
been certified to the Agent and the Lenders pursuant to SECTION 6.1.1
or in a similar certificate delivered at any subsequent time during
the term of this Agreement.

"AVAILABLE CASH" shall mean with respect to any Fiscal Quarter of
the Borrower, (a) the sum of (i) all cash and cash equivalents of the
Partnership Group and the Public Partnership on hand at the end of
such quarter and (ii) all additional cash and cash equivalents of the
Partnership Group and the Public Partnership on hand on the date of
determination of Available Cash with respect to such quarter obtained
through available borrowings for working capital purposes made after
the end of such quarter, less (b) (i) the amount of cash reserves
necessary or appropriate in the reasonable discretion of the Managing
General Partner to (A) provide for the proper conduct of the business
of the Borrower and the Restricted Subsidiaries (including, without
limitation, the reserves for future capital expenditures and for
anticipated future credit needs of the Public Partnership and
Partnership Group subsequent to such Fiscal Quarter or (B) provide
funds for distributions under Sections 6.4 or 6.5 of the partnership
agreement of the Public Partnership in respect of any one or more of
next four Fiscal Quarters or (C) comply with applicable law or any
loan agreement (including this Agreement), mortgage, security
agreement, debt instrument or other agreement or obligation to which
the Partnership Group or the Public Partnership is a party or by which
it or its assets are subject (including the payment of principal, make
whole amount or premium amount, if applicable, and interest) in
respect of the Private Placement Debt, the Obligations and the Parity
Debt, (ii) all Dedicated Funds and (iii) all amounts which a
Restricted Subsidiary is prohibited from dividending or distributing
to the Borrower; PROVIDED that Available Cash shall exclude without
duplication (x) in each Fiscal Quarter a reserve equal to at least 50%
of the aggregate amount of all interest payments, in respect of all
Indebtedness of the Borrower and the Restricted Subsidiaries upon
which interest is due semiannually or less frequently to be made in
the next Fiscal Quarter (assuming, in the case of Indebtedness
incurred under the Obligations and other Indebtedness bearing interest
at fluctuating interest rates which cannot be determined in advance,
that the interest rate in effect on the last Business Day of the
immediately preceding Fiscal Quarter will remain in effect until such
Indebtedness is due to be paid), (y) with respect to Parity Debt,
Private Placement Debt and the Obligations, in the third Fiscal
Quarter immediately preceding each Fiscal Quarter in which any
scheduled principal payment is due with respect of such Indebtedness
(a "principal payment quarter"), a reserve equal to at least 25% of
the aggregate amount of all principal to be paid in respect of such
Indebtedness in such principal payment quarter; in the second Fiscal

264

Quarter immediately preceding a principal payment quarter, a reserve
equal to at least 50% of the aggregate amount of all principal to be
paid in respect of such Indebtedness in such principal payment
quarter; and in the Fiscal Quarter immediately preceding a principal
payment quarter, a reserve equal to at least 75% of the aggregate
amount of al principal to be paid in respect of such Indebtedness in
such principal payment quarter, and (z) with respect to the Private
Placement Debt, the Obligations and the Parity Debt of which principal
is payable semiannually, in each Fiscal Quarter which immediately
precedes a Fiscal Quarter in which principal is payable in respect of
such Indebtedness a reserve equal to at least 50% of the aggregate
amount of all principal to be paid in respect of such Indebtedness in
the next Fiscal Quarter; PROVIDED FURTHER that the amount of such
reserve specified in clauses (y) and (z) of this definition for
principal amounts to be paid shall be reduced by the aggregate
principal amount of all binding, irrevocable letters of credit
established to refinance such principal amounts.

"BANKRUPTCY CODE" means Title 11 of the United States Code or any
successor statute.

"BANKRUPTCY LAW" is defined in SECTION 9.1.8.

"BASE RATE LOAN" means a Loan bearing interest at a fluctuating
rate determined by reference to the Alternate Base Rate.

"BofA" is defined in the PREAMBLE.

"BORROWER" is defined in the PREAMBLE.

"BORROWING" means the Loans of the same type and, in the case of
Eurodollar Rate Loans, having the same Interest Period made by all
Lenders on the same Business Day and pursuant to the same Borrowing
Request in accordance with SECTION 2.3.

"BORROWING REQUEST" means a loan request and certificate duly
executed by an Authorized Officer of the Borrower, substantially in
the form of EXHIBIT C hereto.

"BUSINESS DAY" means

(a) any day which is neither a Saturday or Sunday nor
a legal holiday on which banks are authorized or required to be
closed in Chicago, Illinois, San Francisco, California or New
York, New York; and

(b) relative to the making, continuing, prepaying or
repaying of any Eurodollar Rate Loans, any day on which dealings
in Dollars are carried on in the interbank eurodollar market.

"CAPITAL STOCK" means, with respect to any Person, any capital
stock (including preferred stock), shares, units, interests,

265

participations or other ownership interests (however designated,
including without limitation such items as they may apply to a
partnership, limited liability company or similar Person) of such
Person and any rights, warrants or options to purchase any thereof.

"CAPITALIZED LEASE LIABILITIES" means all monetary obligations of
any Borrower or any Subsidiary under any leasing or similar
arrangement which, in accordance with GAAP, would be classified as
capitalized leases, and, for purposes of this Agreement and each other
Loan Document, the amount of such obligations shall be the capitalized
amount thereof, determined in accordance with GAAP, and the stated
maturity thereof shall be the date of the last payment of rent or any
other amount due under such lease prior to the first date upon which
such lease may be terminated by the lessee without payment of a
penalty.

"CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

"CERCLIS" means the Comprehensive Environmental Response
Compensation Liability Information System List.

"CHANGE IN CONTROL" means any of the following events or
circumstances:

(i) the liquidation or dissolution of the Managing
General Partner,

(ii) any merger or consolidation of the Managing
General Partner with or into any Person, other than NPS
or any of its Affiliates if the Managing General Partner
is not the surviving entity thereof, or any sale, whether
direct or indirect, of substantially all of the assets of
the Managing General Partner to any person or group (as
such term is used in Section 13(d) and 14(d) of the
Exchange Act), other than NPS or any of its Affiliates,

(iii) any Person or group other than NPS or any of its
Affiliates, is or becomes the beneficial owner, directly
or indirectly, of more than 50% of the total voting power
in the aggregate then outstanding of all classes of stock
of the Managing General Partner then outstanding normally
entitled to vote in elections of directors,

(iv) during any period of 12 consecutive months after
the Closing Date, individuals who at the beginning of
such 12 month period (or persons nominated by such
members of the Board of Directors of the Managing General
Partner to succeed them) constitute the Board of
Directors of the Managing General Partner cease, for any
reason, to constitute a majority of the Board of

266

Directors of the Managing General Partner then in office,
or

(v) the Managing General Partner, NPS and its Affiliates
shall cease to own directly or indirectly, in the aggregate,
an amount of the general partners interest in the Borrower
equal to at least 50% of the amount of the general partner
interests in the Borrower owned collectively, by the General
Partners on the date of Closing (as reduced to reflect the
effect of the overallotment option granted to the
underwriters by the Public Partnership pursuant to its
underwriting agreement with such underwriters);

provided that a transfer of a general partnership interest shall not
constitute a Change of Control; and notwithstanding the foregoing, it
shall not be a Change of Control as it relates to clause (ii), (iii),
(iv) or (v) above if the Chief Executive Officer and the Chief
Financial Officer of the Borrower following any of the events
described above in clause (ii), (iii), (iv) or (v) retain the same
positions with the same levels of authority as they previously had
prior to such event.

"CLOSING DATE" means the date on which all conditions precedent
set forth in SECTION 6.1 are satisfied or waived by all Lenders and
shall occur on or before December 31, 1996 or such later date upon
which the Borrower and the Lenders shall mutually agree.

"CODE" means the Internal Revenue Code of 1986, as amended,
reformed or otherwise modified from time to time.

"COLLATERAL" is defined in SECTION 5.11.

"COLLATERAL AGENT" means the collateral agent engaged by the
Lenders and the Private Placement Debt holders to hold and maintain
perfected security interests in the Collateral on behalf of the
holders of the Obligations, the Private Placement Debt and the Parity
Debt and as more fully described in the Intercreditor Agreement.

"COMMITMENT" means, as the context may require, a Lender's
Working Capital Loan Commitment or Acquisition Loan Commitment, or
both.

"COMMITMENT AMOUNT" means, as the context may require, either the
Working Capital Loan Commitment Amount or the Acquisition Loan
Commitment Amount.

"COMMITMENT TERMINATION DATE EXTENSION REQUEST" means an extension
request executed by an Authorized Officer of the Borrower,
substantially in the form of EXHIBIT H hereto.

267

"COMMITMENT TERMINATION EVENT" means

(a) the occurrence of any Default described in clauses (a),
(b) or with respect to the Borrower or the Managing General
Partner, (e) of SECTION 9.1.8; or

(b) the occurrence and continuance of any other Event of
Default and either

(i) the declaration of the Loans to be due and payable
pursuant to SECTION 9.3, or

(ii) in the absence of such declaration, the giving of
notice by the Agent, acting at the direction of the Required
Lenders, to the Borrower that the Commitments have been
terminated.

"COMMODITY HEDGING AGREEMENT" means any agreement or arrangement
designed solely to protect the Borrower against fluctuations in the
price of propane or natural gas with respect to quantities of propane
or natural gas that the Borrower reasonably expects to purchase from
suppliers, sell to its customers or need for its inventory during the
period covered by such agreement or arrangement.

"COMMON UNITS" means the common limited partner interests of the
Public Partnership.

"COMMON UNITS ISSUANCE" means issuance of Common Units by the
Public Partnership with net proceeds of at least $162,500,000 received
by the Public Partnership.

"CONSOLIDATED" or "CONSOLIDATED," when used with reference to any
accounting term, means the amount described by such accounting term,
determined on a consolidated basis in accordance with GAAP, after
elimination of intercompany items.

"CONSOLIDATED CASH FLOW" means with respect to the Borrower at
any date of determination, for the period of four consecutive Fiscal
Quarters most recently completed at least 45 days prior to such date
of determination (except that, in connection with any calculation
required pursuant to SECTION 8.2.6, for the period of four consecutive
Fiscal Quarters most recently completed for which financial statements
have been delivered pursuant to SECTION 8.1.1),

(i) the sum of, without duplication, the amounts for such
period, taken as a single accounting period,

(a) Consolidated Net Income,

(b) consolidated non-cash items,

268

(d) consolidated income tax expense, and

(e) all fees, costs and expenses with respect to the
retirement or repayment of Indebtedness existing
immediately prior to the closing, to the extent that
the same were deducted from consolidated net income
LESS

(ii) the sum of, without duplication, the amounts for such
period, taken on a single accounting period, any non-cash
items added in the determination of such consolidated net
income for such period.

Consolidated Cash Flow shall be calculated after giving
effect, on a pro forma basis for the four consecutive Fiscal
Quarters most recently completed, to, without duplication, any
asset sales or asset acquisitions (including, without limitation,
any asset acquisition giving rise to the need to make such
calculation as a result of the Borrower or one of its Restricted
Subsidiaries (including any Person who becomes a Restricted
Subsidiary as a result of the asset acquisition) incurring,
assuming or otherwise being liable for acquired debt) occurring
during the period commencing on the first day of such period to
and including the date of determination (the Reference Period ),
as if such asset sale or asset acquisition occurred on the first
day of the Reference Period; provided, that Consolidated Cash
Flow generated by an acquired business or asset shall be
determined on the basis of, without duplication, (a) the actual
gross profit (revenues minus cost of goods sold) of the acquired
business or asset during the immediately preceding four full
Fiscal Quarters) minus (b) the pro forma expenses that would have
been incurred by the Borrower or such Restricted Subsidiary in
the operation of such acquired business or asset during such
period computed on the basis of personnel expenses for employees
retained or to be retained by the Borrower or such Restricted
Subsidiary in the operation of such acquired business or asset
and non-personnel costs and expenses incurred by the Borrower or
the Managing General Partner in the operation of its business at
similarly situated facilities. If the applicable Reference Period
for any calculation of Consolidated Cash Flow shall include a
partial period occurring prior to the Closing Date, then such
Consolidated Cash Flow shall be calculated based upon the
Consolidated Cash Flow on a pro forma basis for such portion of
the Reference Period prior to the Closing Date (giving effect to
the transactions occurring on the Closing Date) and the
Consolidated Cash Flow for the remaining portion of the Reference
Period occurring on and after the Closing Date, giving pro forma
effect, as described in the preceding sentences, to all
applicable transactions occurring on the Closing Date or
otherwise. Notwithstanding the foregoing, for any calculation of
Consolidated Cash Flow, it shall be assumed that Consolidated
Cash Flow for the Fiscal Quarter ending March 31, 1996 was

269

$28,048,070, for the Fiscal Quarter ending June 30, 1996 was
$4,931,796, for the Fiscal Quarter ending September 30, 1996 was
$4,561,192 and for the Fiscal Quarter ending December 31, 1996
was $17,772,942.

"CONSOLIDATED CASH FLOW TO CONSOLIDATED PRO FORMA DEBT SERVICE"
means, as of the date of determination, the pro forma Consolidated
Cash Flow for the period of four Fiscal Quarters then ending divided
by Consolidated Pro Forma Debt Service for the four consecutive Fiscal
Quarters next succeeding such date of determination.

"CONSOLIDATED CASH FLOW TO MAXIMUM CONSOLIDATED PRO FORMA DEBT
SERVICE" means, as of the date of determination, the pro forma
Consolidated Cash Flow for such period of four Fiscal Quarters then
ending divided by the Maximum Consolidated Pro Forma Debt Service.

"CONSOLIDATED NET INCOME" with reference to any period, the net
income (or deficit) of the Borrower and the Restricted Subsidiaries
for such period (taken as a cumulative whole), after deducting all
operating expenses, provisions for all taxes and reserves (including
reserves for deferred income taxes) and all other proper deductions,
all determined in accordance with GAAP on a consolidated basis, after
eliminating all intercompany transactions, PROVIDED that there shall
be excluded (a) the income (or deficit) of any Person accrued prior to
the date it becomes a Restricted Subsidiary or is merged into or
consolidated with the Borrower or a Restricted Subsidiary, (b) the
income (or deficit) of any Person (other than a Restricted Subsidiary)
in which the Borrower or any Restricted Subsidiary has an ownership
interest, except to the extent that any such income has been actually
received by the Borrower or such Restricted Subsidiary in the form of
dividends or similar distributions, (c) the undistributed earnings of
any Restricted Subsidiary to the extent that the declaration or
payment of dividends or similar distributions by such Restricted
Subsidiary is not at the time permitted by the terms of its charter or
any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to such Restricted Subsidiary, (d)
any restoration to income of any contingency reserve, except to the
extent that provision for such reserve was made out of income accrued
during such period, (e) any aggregate net after tax gain or net after
tax loss during such period arising from the sale, exchange or other
disposition of capital assets (such term to include all fixed assets,
whether tangible or intangible, all Inventory sold in conjunction with
the disposition of fixed assets, and all securities), (f) any write-up
of any asset, (g) any net gain from the collection of the proceeds of
life insurance polices, (h) any gain arising from the acquisition of
any securities, or the extinguishment, under GAAP, of any
Indebtedness, of the Borrower or any Restricted Subsidiary, (i) any
after tax gain or loss during such period from any change in
accounting, from any discontinued operations or the disposition
thereof, from any extraordinary events or from any prior period
adjustments, (j) any deferred credit representing the excess of equity
in any Restricted Subsidiary at the date of acquisition over the cost

270

of the investment in such Restricted Subsidiary, and (k) in the case
of a successor to the Borrower by consolidation or merger or as a
transferee of its assets, any earnings of the successor corporation
prior to such consolidation, merger or transfer of assets.

"CONSOLIDATED NET WORTH" means at any time of determination:

(a) the total assets of the Borrower and its Restricted
Subsidiaries which would be shown as assets on a consolidated balance
sheet of the Borrower and its Restricted Subsidiaries as of such time,
prepared in accordance with GAAP, MINUS

(b) the total liabilities of the Borrower and its Restricted
Subsidiaries which would be shown as liabilities on a consolidated
balance sheet of the Borrower and, its Restricted Subsidiaries as such
time, prepared in accordance with GAAP.

"CONSOLIDATED PRO FORMA DEBT SERVICE" means as of any date of
determination, the total amount payable by the Borrower and the
Restricted Subsidiaries on a consolidated basis, during the four
consecutive calendar quarters next succeeding the date of
determination, in respect of scheduled principal payments and all cash
interest charges with respect to Indebtedness of the Borrower and the
Restricted Subsidiaries outstanding on such date of determination,
after giving effect to any Indebtedness proposed to be incurred on
such date (the "Incurrence Date") and to any Indebtedness proposed to
be repaid from funds of such newly incurred Indebtedness (x) within 30
days of the Incurrence Date, or (y) within the twelve months following
such Incurrence Date as to which funds for such payments have been
within 30 days of the Incurrence Date irrevocably placed in escrow
with the Collateral Agent with irrevocable instructions to the
Collateral Agent to make such repayments (such funds pursuant to
clauses (x) and (y) collectively, the "Dedicated Funds") and (a)
including actual payments under Capital Lease Liabilities, (b)
assuming, in the case of Indebtedness (other than the Obligations)
bearing interest at fluctuating interest rates which cannot be
determined in advance, that the rate in effect on such date will
remain in effect throughout such period, (c) assuming in the case of
the Obligations, that (1) the interest payments payable during such
four consecutive calendar quarters next succeeding the date of
determination will equal the actual interest payments associated with
the Obligations during the most recent four Fiscal Quarters, (2)
except for the twelve-month period immediately prior to the
termination of final maturity thereof (unless extended, renewed or
refinanced), no principal payments will be made on the Working Capital
Loans and (3) principal payments relating to the Acquisition Loans
will (unless the Acquisition Loan Conversion Date shall have already
occurred) become due based on the assumption that the Acquisition Loan
Conversion Date shall occur on December 31, 1999, (d) treating the
principal amount of all Indebtedness outstanding as of such date of
determination under a revolving credit or similar agreement (other
than the Obligations) as maturing and becoming due and payable on the

271

scheduled maturity date or dates thereof (including the maturity of
any payment required by any commitment reduction or similar
amortization provision), without regard to any provision permitting
such maturity date to be extended and (e) including any other
designated repayments of Indebtedness due within twelve months from
such date of determination.

"CONTINGENT LIABILITY" means any agreement, undertaking or
arrangement by which any Person guarantees, endorses or otherwise
becomes or is contingently liable upon (by direct or indirect
agreement, contingent or otherwise, to provide funds for payment, to
supply funds to, or otherwise to invest in, a debtor, or otherwise to
assure a creditor against loss) the indebtedness, obligation or any
other liability of any other Person (other than by endorsements of
instruments in the course of collection), or guarantees the payment of
dividends or other distributions upon the shares of any other Person.
The amount of any Person's obligation under any Contingent Liability
shall (subject to any limitation set forth therein) be deemed to be
the outstanding principal amount of the debt, obligation or other
liability guaranteed thereby.

"CONTINUATION/CONVERSION NOTICE" means a notice of continuation
or conversion and certificate duly executed by an Authorized Officer
of the Borrower, substantially in the form of EXHIBIT E hereto.

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

"CONVEYANCE DOCUMENTS" means (a) the Contribution, Conveyance and
Assumption Agreement, dated as of the Closing Date, among the
Borrower, the Public Partnership, General Partners and Empire Energy
SC Corporation, a Delaware corporation, and (b) each of the individual
conveyances, deeds, assignments and bills of sale delivered to the
Borrower pursuant to the agreements referred to in the foregoing
clause (a).

"CORNERSTONE SALES & SERVICE CORPORATION" means Cornerstone Sales
& Service Corporation, a Delaware corporation.

"COVERAGE TEST" means the pro forma ratio of Consolidated Cash
Flow to consolidated Interest Expense.

"DEBT" means all Indebtedness of the type described in CLAUSES
(a), (b), and (c) of the definition of Indebtedness and all
Indebtedness of the type described in CLAUSE (i) of such definition in
respect of Indebtedness described in CLAUSES (a), (b), and (c) of such
definition.

272

"DEDICATED FUNDS" is defined in the definition of "Consolidated
Pro Forma Debt Service."

"DEFAULT" means any Event of Default or any condition, occurrence
or event which, after notice or lapse of time or both, would
constitute an Event of Default.

"DISBURSEMENT DATE" is defined in SECTION 4.5.

"DISCLOSURE SCHEDULE" means the Disclosure Schedule attached
hereto as SCHEDULE I, as it may be amended, supplemented or otherwise
modified from time to time by the Borrower with the written consent of
the Agent and the Required Lenders.

"DISQUALIFIED STOCK" means, with respect to any Person, any
Capital Stock of such Person which by its terms (or by the terms of
any security into which it is convertible or for which it is
exchangeable or exercisable), upon the happening of any event or
otherwise (i) matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, (ii) is convertible into or
exchangeable or exercisable for Indebtedness or Disqualified Stock or
(iii) is redeemable at the option of the holder thereof, in whole or
in part, in each case on or prior to the first anniversary of the
stated maturity of such Capital Stock.

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

"EFFECTIVE DATE" means the date this Agreement becomes effective
pursuant to SECTION 11.8.

"ENVIRONMENTAL CLAIM" means any written or oral notice, claim,
demand or other communication (collectively, a "claim") for
investigatory costs, cleanup costs, Government Authority response
costs, damages to natural resources or other property, personal
injuries, fines or penalties arising out of, based on or resulting
from (a) the presence, or release into the environment, of any
Hazardous Material at any location, or (b) circumstances forming the
basis of any violation, or alleged violation, of any Environmental
Law. The term "Environmental Claim" shall include, without
limitation, any claim by any Government Authority for enforcement,
cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and any claim by any
third party seeking damages, contribution, indemnification, cost
recovery, compensation or injunctive relief resulting from the
presence of Hazardous Materials or arising from alleged injury or
threat of injury to health, safety or the environment.

"ENVIRONMENTAL LAW" means any law, regulation, statute,
ordinance, code, rule, regulation, order or guideline (including
consent decrees or administrative orders) relating to human health,
safety or the environment or to emissions, discharges, releases or
threatened releases of Hazardous Materials into the environment

273

(including, without limitation, ambient air, soil, surface water,
ground water, wetlands, land or subsurface strata), or otherwise
relating to the presence, existence, manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling
of Hazardous Materials.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and any successor statute of similar import,
together with the regulations thereunder, in each case as in effect
from time to time. References to sections of ERISA also refer to any
successor sections.

"EUROCURRENCY RESERVE PERCENTAGE" is defined in SECTION 3.2.1

"EURODOLLAR OFFICE" means, relative to any Lender, the office of
such Lender designated as such below its signature hereto or
designated in the Assignment and Acceptance Agreement or such other
office of a Lender (or any successor or assign of such Lender) within
the United States as may be designated from time to time by notice
from such Lender, as the case may be, to each other Person party
hereto. A Lender may have separate Eurodollar Offices for purposes of
making, maintaining or continuing, as the case may be, Base Rate Loans
and Eurodollar Rate Loans.

"EURODOLLAR RATE" is defined in SECTION 3.2.1.

"EURODOLLAR RATE LOAN" means a Loan bearing interest, at all
times during an Interest Period applicable to such Loan, at a fixed
rate of interest determined by reference to the Eurodollar Rate
(Reserve Adjusted).

"EURODOLLAR RATE (RESERVE ADJUSTED)" is defined in SECTION 3.2.1.

"EVENT OF DEFAULT" is defined in SECTION 9.1.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

"FEDERAL FUNDS RATE" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to

(a) the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of New York; or

(b) if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such
transactions received by the Reference Lender from three federal
funds brokers of recognized standing selected by it.

274

"FINANCIAL STATEMENT DELIVERY DATE" means the earlier of each
date on which the Borrower delivers, or is required to deliver,
financial statements pursuant to SECTION 8.1.1(a) or SECTION 8.1.1(b),
as the case may be.

"FISCAL QUARTER" means any quarter of a Fiscal Year.

"FISCAL YEAR" means any period of twelve consecutive calendar
months ending on June 30; references to a Fiscal Year with a number
corresponding to any calendar year (e.g., the "1996 Fiscal Year")
refer to the Fiscal Year ending on the June 30 occurring during such
calendar year.

"F.R.S. BOARD" means the Board of Governors of the Federal
Reserve System or any successor thereto.

"GAAP" is defined in SECTION 1.4.

"GENERAL COLLATERAL" is defined in SECTION 5.11.

"GENERAL PARTNERS" means the Managing General Partner and the
Special General Partner.

"GOVERNMENT AUTHORITY" means any agency, authority, board,
bureau, commission, department, office or instrumentality of any
nature whatsoever of any governmental or quasi-governmental unit,
whether federal, state, county, district, city or other political
subdivision, foreign or otherwise and whether now or hereafter in
existence, or any officer or official of any thereof.

"GUARANTY" means a Guaranty of the Restricted Subsidiaries other
than Cornerstone Sales & Service Corporation, substantially in the
form of EXHIBIT L hereto.

"HAZARDOUS MATERIAL" means

(a) any "hazardous substance", as defined by CERCLA;

(b) any "hazardous waste", as defined by the Resource
Conservation and Recovery Act, as amended;

(d) any petroleum product or related compound;

(e) any polychlorinated biphenyls or asbestos;

(f) any radioactive material or substance; or

(g) any pollutant or contaminant or hazardous, dangerous or
toxic chemical, material, substance or waste within the meaning

275

of any other applicable federal, state or local law, regulation,
statute, ordinance, order or requirement (including consent
decrees and administrative orders issued to any Borrower or
Subsidiary) relating to or imposing liability or standards of
conduct concerning any hazardous, toxic or dangerous waste,
substance or material, all as amended or hereafter amended.

"HEREIN", "HEREOF", "HERETO", "HEREUNDER" and similar terms
contained in this Agreement or any other Loan Document refer to this
Agreement or such other Loan Document, as the case may be, as a whole
and not to any particular Section, paragraph or provision of this
Agreement or such other Loan Document.

"IMPERMISSIBLE QUALIFICATION" means, relative to the opinion or
certification of any independent public accountant as to any financial
statement of the Borrower, any qualification or exception to such
opinion or certification

(a) which is of a "going concern" or similar nature;

(b) which relates to the limited scope of examination of
matters relevant to such financial statement; or

(c) which relates to the treatment or classification of any
item in such financial statement and which, as a condition to its
removal, would require an adjustment to such item the effect of
which would be to cause the Borrower to be in default of any of
its obligations under SECTION 8.2.4.

"INCLUDING" means including without limiting the generality of
any description preceding such term, and, for purposes of this
Agreement and each other Loan Document, the parties hereto agree that
the rule of EJUSDEM GENERIS shall not be applicable to limit a general
statement, which is followed by or referable to an enumeration of
specific matters, to matters similar to the matters specifically
mentioned.

"INCURRENCE DATE" is defined in the definition of "Consolidated
pro Forma Debt Service."

"INDEBTEDNESS" of any Person means, without duplication:

(a) any indebtedness for borrowed money which such Person
has directly or indirectly created, incurred or assumed;

(b) any indebtedness, whether or not for borrowed money,
with respect to which such Person has become directly or
indirectly liable and which represents the deferred purchase
price (or a portion thereof) or has been incurred to finance the
purchase price (or a portion thereof) of any property or service
or business acquired by such Person, whether by purchase,
consolidation, merger or otherwise;

276

(c) all obligations evidenced by notes, bonds, debentures
or similar instruments, including obligations so evidenced
incurred in connection with the acquisition of property, assets
or businesses;

(d) all indebtedness created or arising under any
conditional sale or other title retention agreement, or incurred
as financing, in either case with respect to property acquired by
the Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited
to repossession or sale of such property);

(e) all Capitalized Lease Liabilities;

(f) any indebtedness, whether or not for borrowed money,
secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any
Lien in respect of property owned by such Person, whether or not
such Person has assumed or become liable for the payment of such
indebtedness, PROVIDED that the amount of such Indebtedness if
not so assumed shall in no event be deemed to be greater than the
fair market value from time to time (as determined in good faith
by such Person) of the property subject to such Lien;

(g) all capital stock of such Person redeemable at the
option of the holder prior to the final maturity of the Private
Placement Debt, valued at the greater of its voluntary or
involuntary maximum fixed repurchase price or any mandatory
redemption payment obligations in respect thereon plus, in either
case, accrued dividends thereon;

(h) any preferred stock of any Restricted Subsidiary of
such Person redeemable at the option of the holder prior to the
final maturity of the Private Placement Debt, valued at the sum
of the liquidation preference thereof or any mandatory redemption
payment obligations in respect thereof PLUS, in either case,
accrued dividends thereon;

(i) all liabilities of such Person in respect of letters of
credit or instruments serving a similar function issued or
accepted for its account by banks and other financial
institutions (whether or not representing obligations for
borrowed money);

(j) any indebtedness of the character referred to in clause
(a) through (i) of this definition deemed to be extinguished
under GAAP but for which such Person remains legally liable; and

(k) any indebtedness of any other Person of the character
referred to in clause (a) through (j) of this definition with
respect to which the Person whose Indebtedness is being
determined has become liable by way of a Contingent Liability.

277

Notwithstanding the foregoing, in determining the Indebtedness of the
Borrower and the Restricted Subsidiaries, there shall be excluded all
undrawn letters of credit (not yet due and payable), trade accounts
payable, accrued interest and other accrued expenses and customer
credit balances arising in the ordinary course of business on ordinary
terms.

"INDEMNIFIED LIABILITIES" is defined in SECTION 11.4.

"INDEMNIFIED PARTIES" is defined in SECTION 11.4.

"INTERCREDITOR AGREEMENT" means the Intercreditor and Trust
Agreement executed and delivered pursuant to SECTION 6.1.7,
substantially in the form of EXHIBIT G hereto, as amended,
supplemented, restated or otherwise modified from time to time.

"INTEREST EXPENSE" means, for any period, the aggregate
consolidated interest expense of the Borrower and all Subsidiaries
determined in accordance with GAAP but including, without duplication,
all commissions, discounts and other fees and charges owed with
respect to letters of credit and banker's acceptances, net costs under
interest rate protection agreements and the portion of any Capitalized
Lease Liabilities allocable to consolidated interest expense and the
product of (A) the amount of all dividends (whether in cash or
otherwise (except dividends payable solely in shares of Qualified
Capital Stock)) on all Disqualified Stock of such Person and its
Subsidiaries, times (B) a fraction, the numerator of which is one and
the denominator of which is one minus the then current effective
consolidated federal, state and local income tax rate of such Person,
expressed as a decimal.

"INTEREST PERIODS" means, relative to any Eurodollar Rate Loans,
the period beginning on (and including) the date on which such
Eurodollar Rate Loan is made or continued as, or converted into, a
Eurodollar Rate Loan pursuant to SECTION 2.3 or 2.4 and ending on (but
excluding) the day which numerically corresponds to such date one,
two, three or six months thereafter (or, if such month as no
numerically corresponding day, on the last Business Day of such
month), in each case as the Borrower may select in its relevant notice
pursuant to SECTION 2.3 or 2.4; PROVIDED, HOWEVER, that

(a) the Borrower shall not be permitted to select Interest
Periods to be in effect at any one time which have expiration
dates occurring on more than ten different dates;

(b) Interest Periods commencing on the same date for Loans
comprising part of the same Borrowing shall be of the same
duration;

(c) if such Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on
the next following Business Day (unless, if such Interest Period

278

applied to Eurodollar Rate Loans, such next following Business
Day is the first Business Day of a calendar month, in which case
such Interest Period shall end on the Business Day next preceding
such numerically corresponding day); and

(d) no Interest Period may end later than the date set
forth in CLAUSE (a) of the definition "WORKING CAPITAL LOAN
COMMITMENT TERMINATION DATE", in the case of Interest Periods for
Working Capital Loans, or in the case of Interest Periods for
Acquisition Loans any date on which a principal payment is due if
it would be necessary to repay Acquisition Loans before the end
of the Interest Period applicable thereto.

"INTEREST RATE AGREEMENT" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or
arrangement designed solely to protect the Borrower against
fluctuations in interest rates on Indebtedness outstanding under the
Working Capital Loan Commitments or the Acquisition Loan Commitments
as long as it is provided by a Lender or an Affiliate of a Lender.

"INVESTMENT" means, relative to any Person, any direct or
indirect purchase or other acquisition by such Person of stock or
other securities of any other Person, or any direct or indirect loan,
advance or capital contribution by such Person to any other Person,
and any other item which would be classified as an "investment" on a
balance sheet of such Person prepared in accordance with GAAP,
including, without limitation, any direct or indirect contribution by
such Person of property or assets to a joint venture, partnership or
other business entity in which such Person retains an interest. For
the purposes of Section 8.2.5, the amount involved in Investments made
during any period shall be the aggregate cost to the Borrower of all
such Investments made during such period, determined in accordance
with GAAP, but without regard to unrealized increases or decreases in
value, or write-ups, write-downs or write-offs, of such investments
and without regard to the existence of any undistributed earnings or
accrued interest with respect thereto accrued after the respective
dates on which such Investments were made, less any net return of
capital realized during such period upon the sale, repayment or other
liquidation of such Investment (determined in accordance with GAAP,
but without regard to any amounts received during such period as
earnings (in the form of dividends not constituting a return of
capital, interest or otherwise) on such Investment or as loans from
any Person in whom such Investment or as loans from any Person in whom
such Investments have been made).

"ISSUANCE REQUEST" means a request and certificate duly executed
by an Authorized Officer of the Borrower, in substantially the form of
EXHIBIT D attached hereto (with such changes thereto as may be agreed
upon from time to time by the Agent and the Borrower).

"ISSUER" means BofA or any successor issuer thereto as may be
reasonably agreed upon by the Agent, Required Lenders and Borrower.

279

"LENDERS" is defined in the PREAMBLE.

"LETTER OF CREDIT" is defined in SECTION 4.1.

"LETTER OF CREDIT AVAILABILITY" means, at any time, the lesser of

(a) the excess of

(i) $30,000,000 at any time prior to March 31, 1997 or
$20,000,000 at any time thereafter

OVER

(ii) the then Letter of Credit Outstandings,

(b) the Working Capital Loan Commitment Amount at such
time.

"LETTER OF CREDIT OUTSTANDINGS" means, at any time, an amount
equal to the sum of

(a) the aggregate Stated Amount at such time of all Letters
of Credit then outstanding and undrawn (as such aggregate Stated
Amount shall be adjusted, from time to time, as a result of
drawings, the issuance of Letters of Credit, or otherwise),

PLUS

(b) the then aggregate amount of all unpaid and outstanding
Reimbursement Obligations.

"LIEN" shall mean as to any Person, any mortgage, lien (statutory
or otherwise), pledge, reservation, right of entry, encroachment,
easement, right of way, restrictive covenant, license, charge,
security interest or other encumbrance in or on, or any interest or
title of any vendor, lessor, lender or other secured party to or of
such Person under any conditional sale or other title retention
agreement or capital lease with respect to, any property or asset
owned or held by such Person, or the signing or filing of a financing
statement with respect to any of the foregoing which names such Person
as debtor, the signing of any security agreement with respect to any
of the foregoing authorizing any other party as the secured party
thereunder to file any financing statement or any other agreement to
give or grant any of the foregoing. For the purposes of this
Agreement, a Person shall be deemed to be the owner of any asset which
it has placed in trust for the benefit of the holders of Indebtedness
of such Person and such trust shall be deemed to be a Lien if such
Person remains legally liable therefor, notwithstanding that such
Indebtedness is or may be deemed to be extinguished under GAAP.

280

"LOAN" means, as the context may require, either a Working
Capital Loan, an Acquisition Loan or a Swing Loan.

"LOAN COMMITMENT TERMINATION DATE" means, as the context may
require, either the Working Capital Loan Commitment Termination Date
or the Acquisition Loan Conversion Date.

"LOAN DOCUMENT" means this Agreement, the Notes, the Security
Agreement, the Intercreditor Agreement and any pledge agreement,
security agreement, guaranty, or mortgage delivered to the Agent
pursuant to this Agreement.

"MANAGING GENERAL PARTNER" is defined in the recitals and shall
include any successor thereto.

"MAXIMUM CONSOLIDATED PRO FORMA DEBT SERVICE" means as of any
date of determination, the highest total amount payable by the
Borrower and the Restricted Subsidiaries on a consolidated basis,
during any period of four consecutive Fiscal Quarters, commencing with
the Fiscal Quarter in which such date of determination occurs and
ending on the maturity date of the Private Placement Debt, in respect
of scheduled principal payments and all cash interest charges with
respect to all Indebtedness of the Borrower and the Restricted
Subsidiaries outstanding or to be outstanding as a result of the
transactions occurring on such date of determination, after giving
effect to any Indebtedness to be incurred on the Incurrence Date and
to any Indebtedness proposed to be repaid from Dedicated Funds and (a)
including actual payments under Capital Lease Liabilities (b)
assuming, in the case of Indebtedness (other than the Obligations)
bearing interest at fluctuating interest rates which cannot be
determined in advance, that the rate in effect on such date will
remain in effect throughout such period, (c) assuming in the case of
the Obligations, that (1) the interest payments payable during such
four consecutive Fiscal Quarters will equal the actual interest
payments associated with the Obligations during the most recent four
Fiscal Quarters, (2) except for the twelve-month period immediately
prior to the termination or final maturity thereof (unless extended,
renewed or refinanced) no principal payments will be made on the
Working Capital Loans and (3) principal payments relating to the Loans
will (unless the Acquisition Loan Conversion Date shall have already
occurred become due based on the assumption that the Acquisition Loan
Conversion Date shall occur on December 31, 1999 (d) treating the
principal amount of all Indebtedness outstanding as of such date of
determination under a revolving credit or similar agreement (other
than the Obligations) as maturing and becoming due and payable on the
scheduled maturity date or dates thereof (including the maturity of
any payment required by any commitment reduction of similar
amortization provision), without regard to any provision permitting
such maturity date to be extended and (e) including any other
designated repayments of Indebtedness.

281

"MINIMUM QUARTERLY DISTRIBUTION" shall have the meaning given to
it in the Partnership Agreement.

"MULTIEMPLOYER PLAN" means a "Multiemployer Plan" as defined in
Section 4001(a)(3) of ERISA.

"NGC" means Northwestern Growth Corporation, a South Dakota
corporation and a wholly owned subsidiary of NPS.

"NOTE" means, as the context may require, either a Working
Capital Note or an Acquisition Note.

"NOTE AGREEMENT" means, collectively, the several substantially
identical note agreements dated as of December 11, 1996 pursuant to
which the Private Placement Debt shall be issued.

"NPS" means Northwestern Public Service Company, a Delaware
company.

"OBLIGATIONS" means the obligations of the Borrower to the Agent
and the Lenders under this Agreement, the Notes and each other Loan
Document.

"OBLIGOR" means the Borrower or any other Person (other than the
Agent or any Lender) obligated under any Loan Document.

"OPERATIVE AGREEMENTS" means this Agreement, the Note Agreement,
the Security Agreement, the Partnership Agreement and the Conveyance
Documents.

"ORGANIC DOCUMENT" means, relative to any Obligor, its
partnership agreement, certificate of incorporation, its by-laws and
all shareholder agreements, voting trusts and similar arrangements
applicable to any of its authorized shares of capital stock or other
equity interests.

"PARITY DEBT" means the obligations of the Borrower described in
clauses (c), (d), (h), and (l) of, and subsection (i) of the last
paragraph of, SECTION 8.2.2 which is secured and will rank pari passu
with the Obligations hereunder.

"PARTICIPANT" is defined in SECTION 11.11.2.

"PARTNERSHIP AGREEMENT" means the Amended and Restated Agreement
of Limited Partnership of the Borrower as in effect on the Closing
Date and as the same may be from time to time amended, supplemented or
otherwise modified subject to SECTION 8.2.15.

"PARTNERSHIP GROUP" means the Borrower and its Restricted
Subsidiaries.

282

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

"PENSION PLAN" means a "pension plan", as such term is defined
in section 3(2) of ERISA, which is subject to Title IV of ERISA (other
than a multiemployer plan as defined in section 4001(a)(3) of ERISA),
and to which the Borrower or any corporation, trade or business that
is, along with the Borrower, a member of a Controlled Group, may have
liability, including any liability by reason of having been a
substantial employer within the meaning of section 4063 of ERISA at
any time during the preceding five years, or by reason of being deemed
to be a contributing sponsor under section 4069 of ERISA.

"PERCENTAGE" means the Working Capital Percentage or the
Acquisition Percentage, as applicable, or both.

"PERSON" means any natural person, corporation, partnership,
firm, association, trust, government, governmental agency or any other
entity, whether acting in an individual, fiduciary or other capacity.

"PLAN" means any Pension Plan or Welfare Plan.

"PRICING GRID" means the pricing grid (the last three columns
being expressed in hundredths of one percent) as follows:

Total
Funded
Indebtedness to Applicable Applicable
Consolidated Eurodollar Facility Base Rate
Tier Cash Flow Ratio Rate Margin Fee Margin

I <2.75 25.0 12.5 0.0
>=2.75
II but
<3.25 32.5 17.5 0.0

III >=3.25
but <3.75 47.5 22.5 0.0

>=3.75
IV but <4.25 60.0 27.5 0.0

V >=4.25 80.0 32.5 12.5

The applicable Tier on the Pricing Grid shall be established on each
Financial Statement Delivery Date and shall be applicable until the
next Financial Statement Delivery Date; PROVIDED, that for the period
from the Effective Date to the Financial Statement Delivery Date for
the Fiscal Quarter ending March 31, 1997 the applicable level shall be
Tier V; and provided further that if the financial statements required

283

to be delivered pursuant to SECTION 8.1.1(a) or SECTION 8.1.1(b) shall
not be delivered when due, the applicable level shall be Tier V from
the due date until the date so delivered.

"PRIVATE PLACEMENT DEBT" means the issuance of $220 million
aggregate principal amount of Senior Secured Notes, with net proceeds
of not less than $210 million, having a stated interest rate, prior to
default, of 7.53% per annum.

"PUBLIC PARTNERSHIP" is defined in the recitals hereto.

"QUALIFIED CAPITAL STOCK" means Capital Stock not constituting
Disqualified Stock.

"QUARTERLY PAYMENT DATE" means the last day of each March, June,
September, and December or, if any such day is not a Business Day, the
next succeeding Business Day.

"REFERENCE LENDER" shall mean BofA, so long as BofA is the Agent,
or the Lender serving for the time being as a successor Agent to BofA
pursuant to SECTION 10.9.

"REFERENCE PERIOD", with respect to any incurrence of
Indebtedness, or any transaction pursuant to SECTION 8.2.10, means the
period of four consecutive Fiscal Quarters ending with the last full
Fiscal Quarter for which financial information in respect thereof is
available immediately preceding the date of such incurrence or
transaction.

"REGISTRATION STATEMENT" means the registration statement
originally filed on October 10, 1996 on Form S-1 by the Public
Partnership with the Securities and Exchange Commission, as amended
through Amendment Number 3 dated December 9, 1996.

"REGULATORY CHANGE" means, relative to the Agent or any Lender,
any change after the date hereof in any (or the adoption after the
date hereof of any new):

(a) United States Federal or state law or foreign law
applicable to the Agent or such Lender; or

(b) regulation, interpretation, directive, or request
(whether or not having the force of law) applicable to such Agent
or such Lender or any court or government authority charged with
the interpretation or administration of any law referred to in
the immediately preceding CLAUSE (a) or of any fiscal, monetary,
or other authority having jurisdiction over the Agent or such
Lender.

"REIMBURSEMENT OBLIGATIONS" is defined in SECTION 4.6.

"RELEASE" means a "release", as such term is defined in CERCLA.

284

"REQUIRED LENDERS" means, except as otherwise provided in the
Intercreditor Agreement, Lenders holding in excess of 50% of the
Commitments (or, if the Commitments are terminated, Lenders having in
excess of 50% of the aggregate outstanding Obligations).

"RESOURCE CONSERVATION AND RECOVERY ACT" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 690, et seq., as in
effect from time to time.

"RESPONSIBLE OFFICER" means with respect to any Person, the
President, any Vice President, the Chief Financial Officer, the
Treasurer and the Secretary of such Person and any other officer of
such Person who is responsible for compliance with or performance of
any obligation under this Agreement with respect to the Borrower, any
such officer of the Managing General Partner of the Borrower and, in
any case, any employee of the Borrower performing any of the above
functions.

"RESTRICTED PAYMENT" means any payment or other distribution in
respect of any partnership interest in the Borrower, except a
distribution payable solely in additional partnership interests in the
Borrower, and any payment by the Borrower or a Restricted Subsidiary
on account of the redemption, retirement, purchase or other
acquisition of any partnership interest in the Borrower.

"RESTRICTED SUBSIDIARY" means any wholly owned Subsidiary of the
Borrower organized under the laws of the United States or any state
thereof or the District of Columbia, none of the capital stock or
ownership interests of which is owned by Unrestricted Subsidiaries and
substantially all of the operating assets of which are located in, and
substantially all of the business of which is conducted within the
United States and is designated as a Restricted Subsidiary or which
shall be designated as a Restricted Subsidiary by the Managing General
Partner at a subsequent date; provided, however, that (a) to the
extent a newly formed or acquired Subsidiary meeting the foregoing
requirements is not declared either a Restricted Subsidiary or an
Unrestricted Subsidiary within 90 days of its formation or
acquisition, such Subsidiary shall be deemed a Restricted Subsidiary
and (b) a Restricted Subsidiary may be designated as an Unrestricted
Subsidiary in accordance with the provisions of SECTION 8.2.15.

"SECURITY AGREEMENT" means the Security Agreement executed and
delivered pursuant to SECTION 6.1.8, substantially in the form of
EXHIBIT I hereto, as amended, supplemented, restated or otherwise
modified from time to time.

"SECURITY DOCUMENTS" means any of the documents securing the
Notes.

"STATED AMOUNT" of each Letter of Credit means the "Stated
Amount" as defined therein.

285

"STATED EXPIRY DATE" is defined in SECTION 4.1.

"STATED MATURITY DATE" means with respect to the Working Capital
Loans, Swing Loans and Letters of Credit, December 31, 1999 subject to
SECTION 3.1.1, and with respect to the Acquisition Loans December 31,
2003.

"SUBSIDIARY" means with respect to any Person, any corporation,
limited liability company, business trust, association, partnership,
joint venture or other business entity at least a majority (by number
of votes) of the stock of any class or classes (or equivalent
interest) of which is at the time owned by such Person or by one or
more Subsidiaries of such Person or by such Person and one or more
Subsidiaries of such Person, if the holders of the stock of such class
or classes (or equivalent interests) (a) are ordinarily, in the
absence of contingencies, entitled to vote for the election of a
majority of the directors (or Persons performing similar functions) of
such business entity, even though the right so to vote has been
suspended by the happening of such a contingency, or (b) are at the
time entitled, as such holders, to vote for the election of the
majority of the directors (or Persons performing similar functions) of
such business entity, whether or not the right so to vote exists by
reason of the happening of a contingency. Unless the context
otherwise requires, any reference to a Subsidiary shall mean a
Subsidiary of the Borrower.

"SWING LINE" is defined in SECTION 2.7.

"SWING LINE LENDER" is defined in SECTION 2.7.

"SWING LOAN" is defined in SECTION 2.7.

"SWING LOAN REQUEST" means a loan request and certificate duly
executed by an Authorized Officer of the Borrower on behalf of the
Borrower and substantially in the form of EXHIBIT K.

"TAXES" is defined in SECTION 5.6.

"TOTAL FUNDED INDEBTEDNESS TO CONSOLIDATED CASH FLOW RATIO" means
the ratio of consolidated Debt for the Borrower and its Subsidiaries
to Consolidated Cash Flow as at any Fiscal Quarter end for the period
then ending.

"TRANSFER" means the transfer of the Assets and the assumption of
the liabilities contemplated by the Conveyance Documents.

"TYPE" means, relative to any Loan, the portion thereof, if any,
being maintained as a Base Rate Loan or a Eurodollar Rate Loan.

"UNITHOLDERS" shall have the meaning given to it in the
Partnership Agreement.

286

"UNITED STATES" or "U.S." means the United States of America, its
fifty States and the District of Columbia.

"UNRESTRICTED SUBSIDIARY" means any Subsidiary of the Borrower
other than a Restricted Subsidiary.

"WELFARE PLAN" means a "welfare plan", as such term is defined in
section 3(1) of ERISA.

"WORKING CAPITAL LOAN" is defined in SECTION 2.1.1.

"WORKING CAPITAL LOAN COMMITMENT" means, relative to any Lender,
such Lender's obligation to make Working Capital Loans pursuant to
SECTION 2.1.1.

"WORKING CAPITAL LOAN COMMITMENT AMOUNT" means, on any date,
$50,000,000, as such amount may be reduced from time to time pursuant
to SECTION 2.2.

"WORKING CAPITAL LOAN COMMITMENT TERMINATION DATE" means the
earliest of

(a) December 31, 1999, subject to SECTION 3.1.1;

(b) the date on which the Working Capital Loan Commitment
Amount is terminated in full or reduced to zero pursuant to
SECTION 2.2; and

Upon the occurrence of any event described in CLAUSE (b) or (c), the
Working Capital Loan Commitments shall terminate automatically and
without any further action.

"WORKING CAPITAL NOTE" means a promissory note of the Borrower
payable to the Agent, in the form of EXHIBIT A hereto (as such
promissory note may be amended, endorsed or otherwise modified from
time to time), evidencing the aggregate Indebtedness of the Borrower
resulting from outstanding Working Capital Loans, and also means all
other promissory notes accepted from time to time in substitution
therefor or renewal thereof.

"WORKING CAPITAL PERCENTAGE" means, relative to any Lender, the
Working Capital Percentage set forth opposite its signature hereto or
set forth in the Assignment and Acceptance Agreement, as such
percentage may be adjusted from time to time pursuant to Assignment
and Acceptance Agreement(s) executed by such Lender and its Assignee
Lender(s) and delivered pursuant to SECTION 11.11.1.

SECTION 1.2 USE OF DEFINED TERMS. Unless otherwise defined or
the context otherwise requires, terms for which meanings are provided

287

in this Agreement shall have such meanings when used in the Disclosure
Schedule and in each Note, Borrowing Request, Continuation/Conversion
Notice, Loan Document, notice and other communication delivered from
time to time in connection with this Agreement or any other Loan
Document.

SECTION 1.3 CROSS-REFERENCES. Unless otherwise specified,
references in this Agreement and in each other Loan Document to any
Article or Section are references to such Article or Section of this
Agreement or such other Loan Document, as the case may be, and, unless
otherwise specified, references in any Article, Section or definition
to any clause are references to such clause of such Article, Section
or definition.

SECTION 1.4 ACCOUNTING AND FINANCIAL DETERMINATIONS. Unless
otherwise specified, all accounting terms used herein or in any other
Loan Document shall be interpreted, all accounting determinations and
computations hereunder or thereunder (including under SECTION 8.2.4)
shall be made, and all financial statements required to be delivered
hereunder or thereunder shall be prepared in accordance with, those
generally accepted accounting principles in effect in the United
States of America from time to time ("GAAP"). Notwithstanding the
foregoing, if the Borrower, the Required Lenders or the Agent
determines that a change in GAAP from that in effect on the date
hereof, has altered the treatment of certain financial data to its
detriment under this Agreement, such party may seek of the others a
renegotiation of any financial covenant affected thereby. If the
Borrower, the Required Lenders and Agent cannot agree on renegotiated
covenants, then, for the purposes of this Agreement, GAAP will refer
to generally accepted accounting principles on the date just prior to
the date on which the change that gave rise to the renegotiation
occurred.

ARTICLE II

COMMITMENTS, BORROWING PROCEDURES AND NOTES

SECTION 2.1 COMMITMENTS. On the terms and subject to the
conditions of this Agreement (including ARTICLE VI), each Lender
severally agrees to make Loans pursuant to the Commitments described
in this SECTION 2.1.

SECTION 2.1.1 WORKING CAPITAL LOAN COMMITMENT. From time to
time on any Business Day occurring prior to the Working Capital Loan
Commitment Termination Date, each Lender will make Loans (relative to
such Lender, its "WORKING CAPITAL LOANS") to the Borrower equal to
such Lender's Working Capital Percentage of the aggregate amount of
the Borrowing of Working Capital Loans requested by the Borrower to be
made on such day. The Commitment of each Lender described in this
SECTION 2.1.1 is herein referred to as its "WORKING CAPITAL LOAN
COMMITMENT". On the terms and subject to the conditions hereof, the

288

Borrower may from time to time borrow, prepay and reborrow Working
Capital Loans.

SECTION 2.1.2 ACQUISITION LOAN COMMITMENT. From time to time on
any Business Day occurring prior to the Acquisition Loan Conversion
Date, each Lender will make Loans (relative to such Lender, its
"ACQUISITION LOANS") to the Borrower equal to such Lender's Percentage
of the aggregate amount of the Borrowing of Acquisition Loans
requested by the Borrower to be made on such day. The Commitment of
each Lender described in this SECTION 2.1.2 is herein referred to as
its "ACQUISITION LOAN COMMITMENT". On the terms and subject to the
conditions hereof, the Borrower may from time to time borrow, prepay
and reborrow Acquisition Loans prior to the Acquisition Loan
Conversion Date.

SECTION 2.1.3 LENDERS NOT PERMITTED OR REQUIRED TO MAKE LOANS.
No Lender shall be permitted or required to

(a) make any Working Capital Loan if, after giving effect
thereto, the aggregate outstanding principal amount of all
Working Capital Loans of all Lenders, together with all Letters
of Credit Outstandings and the aggregate outstanding amount of
all Swing Loans, would exceed the Working Capital Loan Commitment
Amount, or

(b) make any Acquisition Loan if, after giving effect
thereto, the aggregate outstanding principal amount of all
Acquisition Loans of all Lenders would exceed the Acquisition
Loan Commitment Amount, or

(c) issue (in the case of any Issuer that is a Lender) or
participate in (in the case of each Lender other than the Lender
that is the Issuer) any Letter of Credit if, after giving effect
thereto all Letter of Credit Outstandings and all Swing Loans
together with the aggregate outstanding principal amount of all
Working Capital Loans of all Lenders would exceed the Working
Capital Loan Commitment Amount.

SECTION 2.2 REDUCTION OF COMMITMENT AMOUNTS. The Commitment
Amounts are subject to reduction from time to time pursuant to this
SECTION 2.2.

SECTION 2.2.1 OPTIONAL. The Borrower may, from time to time on
any Business Day occurring after the Closing Date, voluntarily reduce
the unused amount of either Commitment Amount; PROVIDED, HOWEVER, that
all such reductions shall require at least three Business Days' prior
notice to the Agent and be permanent, and any partial reduction of
either Commitment Amount shall be in an integral multiple of
$1,000,000.

SECTION 2.2.2 MANDATORY. The applicable Commitment Amount shall
be reduced by an amount equal to any amount required as a mandatory

289

prepayment of the Working Capital Loans or Acquisition Loans as
applicable pursuant to SECTION 3.1 (whether or not any loans shall
then be outstanding under the applicable Loan).

SECTION 2.3 BORROWING PROCEDURE. By delivering a Borrowing
Request to the Agent on or before 1:00 p.m., Chicago time, on a
Business Day, the Borrower may from time to time irrevocably request,
on not less than three nor more than five Business Days' notice in the
case of Eurodollar Rate Loans, and on not less than one nor more than
five Business Days' notice in the case of Base Rate Loans, that a
Borrowing be made in a minimum amount of $3,000,000 in the case of
Eurodollar Rate Loans, and in a minimum amount of $1,000,000 in the
case of Base Rate Loans, and in both instances in an integral multiple
of $100,000, or in the unused amount of the applicable Commitment. On
the terms and subject to the conditions of this Agreement, each
Borrowing shall be comprised of the type of Loans, and shall be made
on the Business Day, specified in such Borrowing Request. Each
Borrowing Request must be signed by an Authorized Officer of the
Borrower. On or before 2:00 p.m. (Chicago time) on such Business Day
each Lender shall deposit with the Agent same day funds in an amount
equal to such Lender's Percentage of the requested Borrowing. Such
deposit will be made to an account which the Agent shall specify from
time to time by notice to the Lenders. To the extent funds are
received from the Lenders, the Agent shall make such funds available
to the Borrower by wire transfer to the accounts specified in the
applicable Borrowing Request. No Lender's obligation to make any Loan
shall be affected by any other Lender's failure to make any Loan.
Swing Loans shall not be subject to this SECTION 2.3.

SECTION 2.4 CONTINUATION AND CONVERSION ELECTIONS. By
delivering a Continuation/Conversion Notice to the Agent on or before
1:00 p.m., Chicago time, on a Business Day, the Borrower may from time
to time irrevocably elect, on not less than three nor more than five
Business Days' notice that all, or any portion in a minimum amount of
$3,000,000, in the case of Eurodollar Rate Loans, and in a minimum
amount of $1,000,000 in the case of Base Rate Loans, and in both
instances an integral multiple of $100,000, of any Loans be, in the
case of Base Rate Loans, converted into Eurodollar Rate Loans or, in
the case of Eurodollar Rate Loans, be converted into a Base Rate Loan
or a Eurodollar Rate Loan or continued as a Eurodollar Rate Loan (in
the absence of delivery of a Continuation/Conversion Notice with
respect to any Eurodollar Rate Loan at least three Business Days
before the last day of the then current Interest Period with respect
thereto, such Eurodollar Rate Loan shall, on such last day,
automatically convert to a Base Rate Loan); PROVIDED, HOWEVER, that
(i) each such conversion or continuation shall be pro rated among the
applicable outstanding Loans of all Lenders, and (ii) no portion of
the outstanding principal amount of any Loans may be continued as, or
be converted into, Eurodollar Rate Loans when any Default has occurred
and is continuing. Each Continuation/Conversion Notice must be signed
by an Authorized Officer of the Borrower.

290

SECTION 2.5 FUNDING. Each Lender may, if it so elects,
fulfill its obligation to make, continue or convert Eurodollar Rate
Loans hereunder by causing one of its foreign branches or Affiliates
(or an international banking facility created by such Lender) to make
or maintain such Eurodollar Rate Loan; PROVIDED, HOWEVER, that such
Eurodollar Rate Loan shall nonetheless be deemed to have been made and
to be held by such Lender, and the obligation of the Borrower to repay
such Eurodollar Rate Loan shall nevertheless be to such Lender for the
account of such foreign branch, Affiliate or international banking
facility. In addition, the Borrower hereby consents and agrees that,
for purposes of any determination to be made for purposes of SECTION
5.1, 5.2, 5.3 or 5.4, it shall be conclusively assumed that each
Lender elected to fund all Eurodollar Rate Loans by purchasing, as the
case may be, Dollar certificates of deposit in the U.S. or Dollar
deposits in its Eurodollar Office's interbank eurodollar market.

SECTION 2.6 NOTES. The Loans under the Commitments shall be
evidenced by two Notes of the Borrower payable to the Agent, for the
account of the Lenders, in a maximum principal amount equal to the
original applicable Commitment Amount. The Borrower hereby
irrevocably authorizes the Agent to make (or cause to be made)
appropriate notations on the grid attached to the Notes (or on any
continuation of such grid), which notations, if made, shall evidence,
INTER ALIA, the date of, the outstanding principal of, and the
interest rate and Interest Period applicable to the Loans evidenced
thereby. Such notations shall be conclusive and binding on the
Borrower absent manifest error; PROVIDED, HOWEVER, that the failure of
the Agent to make any such notations shall not limit or otherwise
affect any Obligations of the Borrower.

SECTION 2.7 SWING LINE.

(a) Upon the Borrower's request, and subject to the terms
and conditions of this Agreement, Bank of America Illinois (in
such capacity, the "Swing Line Lender") may, in its sole
discretion, on and after the Effective Date and prior to the
Working Capital Loan Commitment Termination Date, provide to the
Borrower a swing line credit facility (the "Swing Line") of up to
$5,000,000; provided that the Swing Line Lender shall not in any
event be permitted to make any Loan (each a "Swing Loan") under
the Swing Line if, after giving effect thereto, (i) the sum of
the then aggregate outstanding principal amount of all Working
Capital Loans and Swing Loans plus the then aggregate amount of
all Letter of Credit Outstandings would exceed the Working
Capital Loan Commitment Amount, or (ii) the then aggregate
outstanding principal amount of all Swing Loans made by the Swing
Line Lender would exceed $5,000,000. The Swing Line Lender shall
not be at any time obligated to make any Swing Loan.

(b) Each request for Swing Loans shall be made from time to
time by the Borrower delivering a Swing Loan Request therefor to
the Agent and the Swing Line Lender at or before 1:00 p.m.,

291

Chicago time, on any Business Day. On the terms and subject to
the conditions of this Agreement, each Swing Loan shall be
disbursed on the Business Day on which the request therefor was
timely made, in same day funds by wire transfer to such
transferee(s), or to such account(s) of the Borrower, as the
Borrower shall have specified in the request therefor. Swing
Loans shall be in an aggregate minimum principal amount of
$75,000 and an integral multiple of $1,000.

(c) Each Swing Loan outstanding under the Swing Line shall
accrue interest at a rate per annum equal to the interest accrued
on a Base Rate Loan which interest shall be payable quarterly in
arrears on each Quarterly Payment Date and on the Stated Maturity
Date for Swing Loans, and shall be payable to the Swing Line
Lender; provided that, notwithstanding any other provision of
this Agreement, each Swing Loan shall bear interest for a minimum
of one day.

(d) The principal outstanding under the Swing Line shall be
due and payable

(i) at or before 1:00 p.m., Chicago time, on the
seventh Business Day immediately following any Swing Loan
made pursuant to the Swing Line; and

(ii) in any event on the Working Capital Loan
Commitment Termination Date;

provided that, if no Event of Default shall have occurred and be
continuing, then unless the Borrower notifies the Swing Line
Lender that it will repay such Swing Loans, on the due date of
any Swing Loan, if and to the extent that the Borrower is
permitted to borrow Working Capital Loans under the terms of this
Agreement (the Working Capital Loan Commitment being determined
for such purpose without giving effect to any reduction thereof
occasioned by such Swing Loans due and payable) at the time such
Swing Loans are due, the Borrower shall be deemed to have
submitted a Borrowing Request for Working Capital Loans at the
Base Rate in an amount necessary to repay the amount demanded,
and the provisions of SECTION 2.3 concerning the minimum
principal amounts and integral multiples thereof required for
Borrowings of Working Capital Loans shall not apply to Working
Capital Loans made pursuant to this Section 2.7(d).

(e) The Borrower may, from time to time on any Business
Day, make a voluntary prepayment, in whole or in part, of the
outstanding principal amount of any Swing Loans, without
incurring any premium or penalty; provided that

(i) each such voluntary prepayment shall require prior
written notice given to the Agent and Swing Line Lender no

292

later than 1:00 p.m., Chicago time, on the day on which the
Borrower intends to make a voluntary prepayment, and

(ii) each such voluntary prepayment shall be in a
minimum amount of $75,000 and in an integral multiple of
$1,000 (or, if less, the aggregate outstanding principal
amount of all Swing Loans then outstanding).

(f) Each Lender shall be deemed to have unconditionally and
irrevocably purchased a pro rata risk participation from Bank of
America Illinois in such Swing Line Lender's Swing Loans, without
recourse or warranty in an amount equal to such Lender's Working
Capital Percentage of such Swing Loans. In addition, from and
after the date that any Lender funds such participation, such
Lender shall, to the extent of its Percentage, be entitled to
receive a ratable portion of any payment of principal and
interest received by the Swing Line Lender on account of such
Swing Loans, payable promptly to such Lender upon such receipt.

(g) The Swing Line Lender may at any time during the
continuance of an Event of Default, without the consent of the
Borrower, upon one Business Day's notice to the Borrower
terminate the Swing Line and cause Working Capital Loans to be
made by the Lenders in an aggregate amount equal to the amount of
principal and interest outstanding under the Swing Line, and the
conditions precedent set forth in SECTION 2.3 and SECTION 6.2
shall not apply to such Working Capital Loans. The proceeds of
such Working Capital Loans shall be paid to the Swing Line Lender
to retire the outstanding principal and interest under the Swing
Line.

(h) The Swing Line Lender shall not, without the approval
of all Lenders, make a Swing Loan if the Swing Line Lender then
has actual knowledge that a Default has occurred and is
continuing.

ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1 REPAYMENTS AND PREPAYMENTS. The Borrower shall
repay in full the unpaid principal amount of each Loan upon the Stated
Maturity Date applicable to such Loan. Prior thereto, the Borrower

(a) may, from time to time on any Business Day, make a
voluntary prepayment, in whole or in part, of the outstanding
principal amount of any Loans; PROVIDED, HOWEVER, that

(i) any such prepayment shall be made PRO RATA among
Loans of the same type and, if applicable, having the same
Interest Period of all Lenders;

293

(ii) all such voluntary prepayments of Eurodollar Rate
Loans, and all Acquisition Loans that shall be subsequent to
the Acquisition Loan Conversion Date, shall require at least
three but no more than five Business Days' prior written
notice to the Agent and all such voluntary prepayments of
Base Rate Loans, that are not Acquisition Loans subsequent
to the Acquisition Loan Conversion Date, shall require prior
written notice to the Agent at least by 1:00 p.m. at least
one Business Day prior to such repayment but no more than
five Business Days prior to such repayment;

(iii) all such voluntary prepayments of Eurodollar
Rate Loans or Acquisition Loans shall be made in a minimum
amount of $3,000,000 and an integral multiple of $100,000,
or in the whole outstanding principal amount of such Loans,
and all such voluntary prepayments of Working Capital Loans
maintained as Base Rate Loans shall be made in a minimum
amount of $1,000,000 and an integral multiple of $100,000,
or in the whole outstanding principal amount of such Loan;
and

(b) shall, on each date when any reduction in the
applicable Commitment Amount shall become effective, including
pursuant to SECTION 2.2, make a mandatory prepayment of all
applicable Loans equal to the excess, if any, of the aggregate
outstanding principal amount of all applicable Loans over the
applicable Commitment Amount as so reduced;

(c) shall, subject to the provisions of SECTION 8.2.8(b),
within five Business Days after receipt by the Borrower or any
Subsidiary of the net proceeds of any Asset Dispositions (or if
committed to be expended within 365 days, after such 365 days if
not so expended), make a mandatory prepayment of the Loans, the
Private Placement Debt and the Parity Debt pro rata in an amount
equal to the net proceeds of such Asset Disposition not so
expended;

(d) shall, within five Business Days of receipt, apply 100%
of the net proceeds of insurance and condemnation awards after
payment of costs and expense and associated taxes (not applied to
the restoration or replacement of like kind assets within 365
days) over an aggregate of $2,500,000 in any Fiscal Year to
prepay the Loans, and if required by the express terms thereof
the Private Placement Debt and the Parity Debt pro rata (taking
into account any premiums that may be due);

(e) shall, immediately upon any acceleration of the Stated
Maturity Date of any Loans pursuant to SECTION 9.2 or
SECTION 9.3, repay all Loans; and

(f) shall, on each Quarterly Payment Date immediately
following the Acquisition Loan Conversion Date, make a scheduled

294

repayment of the aggregate principal amount, if any, of all
Acquisition Loans equal to 1/16 of the principal amount of the
Acquisition Loans outstanding on the Acquisition Loan Conversion
Date, with final payment of any remaining Acquisition Loan due on
the Acquisition Loan Stated Maturity Date. No prepayment of any
Acquisition Loan pursuant to this paragraph shall cause an
increase in the Acquisition Loan Commitment Amount.

Subsequent to the Acquisition Loan Conversion Date each voluntary
prepayment of Acquisition Loans made pursuant to CLAUSE (a) and each
mandatory prepayment of Acquisition Loans made pursuant to CLAUSE (b),
(c), (d) and (e) shall be applied, to the extent of such prepayment,
to the scheduled repayments of the Acquisition Loans installments pro
rata. Mandatory prepayment shall be applied first to the Acquisition
Loans, then the Working Capital Loans, then to the payment of the then
outstanding Swing Loans and then to the outstanding aggregate amount
of all Letter of Credit Outstandings, such mandatory prepayment that
is applied to the Letters of Credit Outstanding to be held as cash
collateral therefor pursuant to the terms of SECTION 4.7 hereof. Each
prepayment of any Loans made pursuant to this Section shall be without
premium or penalty, except as may be required by SECTION 5.4. No
voluntary prepayment of principal of any Working Capital Loan or
Acquisition Loan, prior to the applicable Loan Commitment Termination
Date, shall cause a reduction in the Loan Commitment Amount.

SECTION 3.1.1 STATED MATURITY DATE AND LOAN COMMITMENT
TERMINATION DATE. (a) On the Stated Maturity Date, the Working
Capital Loans shall become due and payable. Each Lender shall be
relieved of its obligations to make any Working Capital Loans on the
Working Capital Loan Commitment Termination Date. The Borrower may
from time to time request an extension of the Working Capital Loan
Commitment Termination Date for an additional one-year period by
executing and delivering to the Agent a Commitment Termination Date
Extension Request at least sixty but not more than ninety days prior
to the then scheduled Working Capital Loan Commitment Termination
Date. The Working Capital Loan Commitment Termination Date and the
Stated Maturity Date with respect to Working Capital Loans shall be so
extended if the Agent shall have received from each Lender on or prior
to the thirtieth day preceding the then scheduled Working Capital Loan
Commitment Termination Date a duly executed counterpart of such
Commitment Termination Date Extension Request. Each Lender may in its
sole and absolute discretion withhold its consent to any such
Commitment Termination Date Extension Request.

(b) Notwithstanding the foregoing, if the Agent shall have
received duly executed counterparts of a Commitment Termination Date
Extension Request from Lenders representing, in the aggregate, 85% or
more of the Working Capital Loan Commitments, but less than 100% of
the Working Capital Loan Commitments, on or prior to the thirtieth day
preceding the then scheduled Working Capital Commitment Termination
Date, the Agent shall so notify (the date of such notice being the
"NOTICE DATE") the Borrower and the Borrower shall have the right to

295

seek a substitute lender or lenders (the "NEW LENDERS") which New
Lenders would meet the requirements to be Assignee Lenders as defined
in SECTION 11.11.1, acceptable to the Agent and the Borrower (which
may be one or more of the Lenders) to replace the Lender or Lenders
which have not delivered a counterpart of such Commitment Termination
Date Extension Request by such time; PROVIDED that such New Lenders
shall replace such nonrenewing Lenders on all such nonrenewing
Lenders' Working Capital Loan Commitments, Working Capital Loans and
participation in Letter of Credit Outstandings, so the pro rata share
of any New Lender of the Acquisition Loan Commitments, Working Capital
Loan Commitments, and Letter of Credit Outstandings shall be the same.
If any Working Capital Loan Commitment Termination Date shall not have
been extended pursuant to CLAUSE (a) above, the Borrower shall elect,
by delivering to the Agent at least four Business Days prior to the
then scheduled Working Capital Loan Commitment Termination Date a
written notice of election, either (i) not to extend such Working
Capital Loan Commitment Termination Date, in which case such Working
Capital Loan Commitment Termination Date shall not be so extended for
any Lender irrespective of whether such Lender has or has not sent its
duly executed counterpart of the Commitment Termination Date Extension
Request or (ii) if the aggregate Working Capital Loan Commitments of
the Lenders who have delivered duly executed counterparts of a
Commitment Termination Date Extension Request represent at least 85%
of the Working Capital Loan Commitments, to extend such current
Working Capital Loan Commitment Termination Date, in which case (x)
the Working Capital Loan Commitment Termination Date and the Stated
Maturity Date with respect to Working Capital Loans shall be extended
for an additional period of one year from the then scheduled Working
Capital Loan Commitment Termination Date, and (y) the Working Capital
Loan Commitments shall be reduced on the then scheduled Working
Capital Loan Commitment Termination Date to an amount equal to the
aggregate of the Working Capital Loan Commitments of the Lenders who
had delivered duly executed counterparts of a Commitment Termination
Date Extension Request on or prior to the thirtieth day preceding the
then scheduled Working Capital Loan Commitment Termination Date, plus
the aggregate Working Capital Loan Commitments of the New Lenders and
(z) the Working Capital Loan Commitments shall be reduced on the then
scheduled Working Capital Loan Commitment Termination Date to an
amount equal to (1) the aggregate of the Working Capital Loan
Commitments of the Lenders who have delivered executed counterparts of
a Commitment Termination Date Extension Request on or prior to the
thirtieth day preceding the then scheduled Working Capital Loan
Commitment Termination Date plus (2) the aggregate Commitments of the
New Lenders, and the Borrower shall pay (such payment to be made on
such Working Capital Loan Commitment Termination Date) in full all
Working Capital Loans and Acquisition Loans plus all accrued interest
and fees (including any amounts owed under SECTION 5.4) owing to each
such non-renewing Lender and each such non-renewing Lender (to the
extent that such Loans have not been acquired by the New Lenders)
shall no longer have any Working Capital Loan Commitment for purposes
of this Agreement and each other Loan Document. If the Borrower shall
not have delivered such a written notice of election to the Agent on

296

or prior to the then scheduled Working Capital Loan Commitment
Termination Date, such Working Capital Loan Termination Date shall not
be extended.

SECTION 3.2 INTEREST PROVISIONS. Interest on the outstanding
principal amount of Loans shall accrue and be payable in accordance
with this SECTION 3.2.

SECTION 3.2.1 RATES. Pursuant to an appropriately delivered
Borrowing Request or Continuation/Conversion Notice, the Borrower may
elect that Loans comprising a Borrowing accrue interest at a rate per
annum:

(a) on that portion maintained from time to time as a Base
Rate Loan, equal to the sum of the Alternate Base Rate from time
to time in effect plus the Applicable Base Rate Margin;

(b) on that portion maintained as a Eurodollar Rate Loan,
during each Interest Period applicable thereto, equal to the sum
of the Eurodollar Rate (Reserve Adjusted) for such Interest
Period plus the Applicable Eurodollar Rate Margin.

The "EURODOLLAR RATE (RESERVE ADJUSTED)" means, relative to any
Loan to be made, continued or maintained as, or converted into, a
Eurodollar Rate Loan for any Interest Period, a rate per annum
(rounded upward, if necessary, to the nearest 1/16 of 1%) determined
pursuant to the following formula:

Eurodollar Rate = Eurodollar Rate

(Reserve Adjusted) 1.00 - Eurodollar Reserve Percentage

The Eurodollar Rate (Reserve Adjusted) for any Interest Period for
Eurodollar Rate Loans will be determined by the Agent on the basis of
the Eurodollar Reserve Percentage in effect on, and the applicable
rates furnished to and received by the Agent from the Reference
Lender, two Business Days before the first day of such Interest
Period.

"EURODOLLAR RATE" means, relative to any Interest Period for
Eurodollar Rate Loans, the rate of interest per annum determined by
the Agent at which Dollar deposits are offered (i) by BofA's Grand
Cayman Branch, Grand Cayman B.W.I. (or such other office as may be
designated by BofA for such purpose), or (ii) in the event BofA is not
the Reference Lender, the office as may be designated by the Reference
Lender for such purpose, in each case, to major banks in the offshore
dollar market at their request at approximately 10:00 a.m. Chicago
time two Business Days prior to the commencement of such Interest
Period in an amount approximately equal to the amount of the Reference
Lender's Eurodollar Rate Loan and for a period approximately equal to
such Interest Period.

297

"EUROCURRENCY RESERVE PERCENTAGE" means, relative to any Interest
Period for Eurodollar Rate Loans, the reserve percentage (expressed as
a decimal) equal to the maximum aggregate reserve requirements
(including all basic, emergency, supplemental, marginal and other
reserves and taking into account any transitional adjustments or other
scheduled changes in reserve requirements) specified under regulations
issued from time to time by the F.R.S. Board and then applicable to
assets or liabilities consisting of and including "Eurocurrency
Liabilities", as currently defined in Regulation D of the F.R.S.
Board, having a term approximately equal or comparable to such
Interest Period.

All Eurodollar Rate Loans shall bear interest from and including
the first day of the applicable Interest Period to (but not including)
the last day of such Interest Period at the rate determined as
applicable to such Eurodollar Rate Loan.

SECTION 3.2.2 POST-MATURITY RATES. After the date any principal
amount of any Loan is due and payable (whether on the Stated Maturity
Date applicable to such Loan, upon acceleration or otherwise), or
after any other monetary Obligation of the Borrower shall have become
due and payable, the Borrower shall pay, but only to the extent
permitted by law, interest (after as well as before judgment) on such
amounts at a rate per annum equal to the Alternate Base Rate plus the
Applicable Base Rate Margin plus 2% per annum.

SECTION 3.2.3 PAYMENT DATES. Interest accrued on each Loan
shall be payable, without duplication:

(a) on the Stated Maturity Date applicable to such Loan;

(b) with respect to any prepayment of a Loan in connection
with a reduction in the applicable Loan Commitment Amount, on the
date of any such prepayment;

(c) with respect to Base Rate Loans, on each Quarterly
Payment Date occurring after the date of the initial Borrowing
hereunder;

(d) with respect to Eurodollar Rate Loans, on the last day
of each applicable Interest Period (and, if such Interest Period
shall exceed three months, on the three month anniversary of such
Interest Period); and

(e) on that portion of any Loans the Stated Maturity Date
of which is accelerated pursuant to SECTION 9.2 or SECTION 9.3,
immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations arising under
this Agreement or any other Loan Document after the date such amount
is due and payable (whether on the applicable Stated Maturity Date,
upon acceleration or otherwise) shall be payable upon demand.

298

SECTION 3.3 FEES. The Borrower agrees to pay the fees set
forth in this SECTION 3.3. All such fees shall be non-refundable.

SECTION 3.3.1 FACILITY FEE. The Borrower agrees to pay to the
Agent for the account of each Lender, for the period (including any
portion thereof when any of its Commitments are suspended by reason of
the Borrower's inability to satisfy any condition of ARTICLE VI)
commencing on the Effective Date and continuing through the applicable
Loan Commitment Termination Date, a facility fee at the rate as
established on the Pricing Grid per annum on such Lender's applicable
Percentage of the applicable Commitment Amount on the date hereof.
Such facility fees shall be payable by the Borrower in arrears on each
Quarterly Payment Date, commencing with the first such day following
the Effective Date, and on the applicable Loan Commitment Termination
Date.

SECTION 3.3.2 LETTER OF CREDIT FACE AMOUNT FEE. The Borrower
agrees to pay to the Agent, for the account of the Lenders, a fee for
each Letter of Credit for the period from and including the date of
the issuance of such Letter of Credit to (but not including) the date
upon which such Letter of Credit expires, equal to the product of the
Applicable Eurodollar Rate Margin per annum times the face amount of
such Letter of Credit. Such fee shall be payable by the Borrower in
arrears each Quarterly Payment Date, and on the Working Capital Loan
Commitment Termination Date for any period then ending for which such
fee shall not theretofore have been paid, commencing on the first such
date after the issuance of such Letter of Credit.

SECTION 3.3.3 LETTER OF CREDIT ISSUING FEE. The Borrower agrees
to pay to the Issuer for its own account, an issuing fee for each
Letter of Credit of 1/8 of 1% of the face amount of such Letter of
Credit. Such fee shall be payable by the Borrower upon issuance of
such Letter of Credit.

SECTION 3.3.4 ADDITIONAL FEE. The Borrower agrees to pay to
BofA those fees specified in the letter agreement dated November 19,
1996 between the Borrower and BofA at the times specified in such
letter agreement.

ARTICLE IV

LETTERS OF CREDIT

SECTION 4.1 ISSUANCE REQUESTS. By delivering to the Agent and
the applicable Issuer an Issuance Request, either by facsimile, by
mail or electronically, on or before 11:00 a.m., Chicago time, the
Borrower may request, from time to time prior to the Working Capital
Loan Commitment Termination Date and on not less than one nor more
than five Business Days' notice, that such Issuer issue an irrevocable
standby letter of credit in such form as may be requested by the

299

Borrower and approved by such Issuer (each a "LETTER OF CREDIT"), in
support of obligations of the Borrower or any Restricted Subsidiary
incurred in the ordinary course of business of the Borrower or its
Restricted Subsidiaries and which are described in such Issuance
Request. Upon receipt of an Issuance Request, the Agent shall
promptly notify the Lenders thereof. Each Letter of Credit shall by
its terms:

(a) be issued in a Stated Amount which

(i) is at least $250,000; and

(ii) does not exceed (or would not exceed) the then
Letter of Credit Availability;

(b) be stated to expire on a date (its "STATED EXPIRY
DATE") no later than the earlier of fifteen months from its date
of issuance and the Working Capital Loan Commitment Termination
Date; and

(i) terminate immediately upon notice to the Issuer
thereof from the beneficiary thereunder that all obligations
covered thereby have been terminated, paid, or otherwise
satisfied in full, or

(ii) reduce in part immediately and to the extent the
beneficiary thereunder has notified the Issuer thereof that
the obligations covered thereby have been paid or otherwise
satisfied in part.

So long as no Default has occurred and is continuing, by delivery to
the applicable Issuer and the Agent of an Issuance Request at least
three but not more than five Business Days prior to the Stated Expiry
Date of any Letter of Credit, the Borrower may request such Issuer to
extend the Stated Expiry Date of such Letter of Credit for an
additional period not to exceed the earlier of fifteen months from its
date of extension and the Working Capital Loan Commitment Termination
Date.

SECTION 4.2 ISSUANCES AND EXTENSIONS. On the terms and
subject to the conditions of this Agreement (including ARTICLE VI),
the Issuer shall issue Letters of Credit, and extend the Stated Expiry
Dates of outstanding Letters of Credit, in accordance with the
Issuance Requests made therefor. Each Issuer will make available the
original of each Letter of Credit which it issues in accordance with
the Issuance Request therefor to the beneficiary thereof and will
notify the beneficiary under any Letter of Credit of any extension of
the Stated Expiry Date thereof. In the event of a conflict between
the provisions of an Issuance Request and this Agreement, this
Agreement will govern.

300

SECTION 4.3 EXPENSES. The Borrower agrees to pay to the
Issuer for the account of the applicable Issuer(s) all administrative
expenses of such Issuer(s) in connection with the issuance,
maintenance, modification (if any) and administration of each Letter
of Credit issued by such Issuer(s) upon demand from time to time.

SECTION 4.4 OTHER LENDERS' PARTICIPATION. Each Letter of
Credit issued pursuant to SECTION 4.2 shall, effective upon its
issuance and without further action, be issued on behalf of all
Lenders (including the Issuer thereof) PRO RATA according to their
respective Working Capital Percentages. Each Lender shall, to the
extent of its Percentage, be deemed irrevocably to have participated
in the issuance of such Letter of Credit and shall be responsible to
reimburse promptly the Issuer thereof for Reimbursement Obligations
which have not been reimbursed by the Borrower in accordance with
SECTION 4.5, or which have been reimbursed by the Borrower but must be
returned, restored or disgorged by such Issuer for any reason, and
each Lender shall, to the extent of its Working Capital Percentage, be
entitled to receive from the Agent a ratable portion of the letter of
credit fees received by the Agent pursuant to SECTION 3.3.2, with
respect to each Letter of Credit. In the event that the Borrower
shall fail to reimburse any Issuer, or if for any reason Working
Capital Loans shall not be made to fund any Reimbursement Obligation,
all as provided in SECTION 4.5 and in an amount equal to the amount of
any drawing honored by such Issuer under a Letter of Credit issued by
it, or in the event such Issuer must for any reason return or disgorge
such reimbursement, such Issuer shall promptly notify each Lender of
the unreimbursed amount of such drawing and of such Lender's
respective participation therein. Each Lender shall make available to
such Issuer, whether or not any Default shall have occurred and be
continuing, an amount equal to its respective participation in
immediately available funds at the office of such Issuer specified in
such notice not later than 10:00 a.m., Chicago time, on the Business
Day (under the laws of the jurisdiction of such Issuer) after the date
notified by such Issuer. In the event that any Lender fails to make
available to such Issuer the amount of such Lender's participation in
such Letter of Credit as provided herein, such Issuer shall be
entitled to recover such amount on demand from such Lender together
with interest at the daily average Federal Funds Rate for three
Business Days (together with such other compensatory amounts as may be
required to be paid by such Lender to the Agent pursuant to the Rules
for Interbank Compensation of the council on International Banking or
the Clearinghouse Compensation Committee, as the case may be, as in
effect from time to time) and thereafter at the Alternate Base Rate
plus the Applicable Base Rate Margin plus 2%. Nothing in this Section
shall be deemed to prejudice the right of any Lender to recover from
any Issuer any amounts made available by such Lender to such Issuer
pursuant to this Section in the event that it is determined by a court
of competent jurisdiction that the payment with respect to a Letter of
Credit by such Issuer in respect of which payment was made by such
Lender constituted gross negligence or wilful misconduct on the part
of such Issuer. Each Issuer shall distribute to each other Lender

301

which has paid all amounts payable by it under this Section with
respect to any Letter of Credit issued by such Issuer such other
Lender's Percentage of all payments received by such Issuer from the
Borrower in reimbursement of drawings honored by such Issuer under
such Letter of Credit when such payments are received.

SECTION 4.5 DISBURSEMENTS. Each Issuer will notify the
Borrower and the Agent promptly of the presentment for payment of any
Letter of Credit, together with notice of the date (a "DISBURSEMENT
DATE") such payment shall be made. Subject to the terms and
provisions of such Letter of Credit, the applicable Issuer shall make
such payment to the beneficiary (or its designee) of such Letter of
Credit. Prior to 12:00 noon, Chicago time, on the Disbursement Date,
the Borrower will reimburse the applicable Issuer for all amounts
which the Issuer has notified the Borrower that it has disbursed under
the Letter of Credit. To the extent the applicable Issuer is not
reimbursed in full in accordance with the third sentence of this
Section, the Borrower's Reimbursement Obligation shall accrue interest
at a fluctuating rate determined by reference to the Alternate Base
Rate, plus the Applicable Base Rate Margin plus 2% per annum, payable
on demand. In the event the applicable Issuer is not reimbursed by
the Borrower on the Disbursement Date, or if such Issuer must for any
reason return or disgorge such reimbursement, the Lenders (including
such Issuer) shall, on the terms and subject to the conditions of this
Agreement, fund the Reimbursement Obligation therefor by making, on
the next Business Day, Working Capital Loans which are Base Rate Loans
as provided in SECTION 3.2.1 (the Borrower being deemed to have given
a timely Borrowing Request therefor for such amount); PROVIDED,
HOWEVER, for the purpose of determining the availability of the
Commitments to make Working Capital Loans immediately prior to giving
effect to the application of the proceeds of such Working Capital
Loans, such Reimbursement Obligation shall be deemed not to be
outstanding at such time.

SECTION 4.6 REIMBURSEMENT. The Borrower's obligation (a
"REIMBURSEMENT OBLIGATION") under SECTION 4.5 to reimburse an Issuer
with respect to each disbursement (including interest thereon), and
each Lender's obligation to make participation payments in each
drawing which has not been reimbursed by the Borrower, shall be
absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim, or defense to payment which
the Borrower may have or have had against any Lender or any
beneficiary of a Letter of Credit, including any defense based upon
the occurrence of any Default, any draft, demand or certificate or
other document presented under a Letter of Credit proving to be
forged, fraudulent, invalid or insufficient, the failure of any
disbursement to conform to the terms of the applicable Letter of
Credit (if, in the applicable Issuer's good faith opinion, such
disbursement is determined to be appropriate) or any non-application
or misapplication by the beneficiary of the proceeds of such
disbursement, or the legality, validity, form, regularity, or
enforceability of such Letter of Credit; PROVIDED, HOWEVER, that

302

nothing herein shall adversely affect the right of the Borrower to
commence any proceeding against the applicable Issuer for any wrongful
disbursement made by such Issuer under a Letter of Credit as a result
of acts or omissions constituting gross negligence or wilful
misconduct on the part of such Issuer.

SECTION 4.7 DEEMED DISBURSEMENTS. Upon the occurrence and
during the continuation of any Event of Default or the occurrence of
the Working Capital Loan Commitment Termination Date, an amount equal
to that portion of Letter of Credit Outstandings attributable to
outstanding and undrawn Letters of Credit (or in the event of a
mandatory prepayment of a Letter of Credit pursuant to SECTION 3.1, an
amount equal to such mandatory prepayment) shall, at the election of
the applicable Issuer acting on instructions from the Required
Lenders, and without demand upon or notice to the Borrower, be deemed
to have been paid or disbursed by such Issuer under such Letters of
Credit (notwithstanding that such amount may not in fact have been so
paid or disbursed), and, upon notification by such Issuer to the Agent
and the Borrower of its obligations under this Section, the Borrower
shall be immediately obligated to reimburse the Agent on behalf of
such Issuer the amount deemed to have been so paid or disbursed by
such Issuer. Any amounts so received by the Agent on behalf of such
Issuer from the Borrower pursuant to this Section shall be held as
collateral security for the repayment of the Borrower's obligations in
connection with the Letters of Credit issued by such Issuer. At any
time when such Letters of Credit shall terminate and all Obligations
of each Issuer are either terminated or paid or reimbursed to such
Issuer in full, the Obligations of the Borrower under this Section
shall be reduced accordingly (subject, however, to reinstatement in
the event any payment in respect of such Letters of Credit is
recovered in any manner from such Issuer), and the Agent will return
to the Borrower the excess, if any, of

(a) the aggregate amount deposited by the Borrower with
such Issuer and not theretofore applied by such Issuer to any
Reimbursement Obligation

OVER

(b) the aggregate amount of all Reimbursement Obligations
to such Issuer pursuant to this Section, as so adjusted.

At such time when all Events of Default shall have been cured or
waived, the Agent shall return to the Borrower all amounts then on
deposit (other than amounts attributable to a mandatory prepayment)
with the Agent pursuant to this Section. All amounts on deposit
pursuant to this Section shall, until their application to any
Reimbursement Obligation or their return to the Borrower, as the case
may be, bear interest at the daily average Federal Funds Rate from
time to time in effect (net of the costs of any reserve requirements,
in respect of amounts on deposit pursuant to this Section, pursuant to
F.R.S. Board Regulation D), which interest shall be held by the Agent

303

for the account of the applicable Issuer as additional collateral
security for the repayment of the Borrower's Obligations in connection
with the Letters of Credit issued by such Issuer.

SECTION 4.8 NATURE OF REIMBURSEMENT OBLIGATIONS. The Borrower
shall assume all risks of the acts, omissions, or misuse of any Letter
of Credit by the beneficiary thereof. Neither any Issuer nor any
Lender (except to the extent of its own gross negligence or wilful
misconduct) shall be responsible for:

(a) the form, validity, sufficiency, accuracy, genuineness,
or legal effect of any Letter of Credit or any document submitted
by any party in connection with the application for and issuance
of a Letter of Credit, even if it should in fact prove to be in
any or all respects invalid, insufficient, inaccurate,
fraudulent, or forged;

(b) the form, validity, sufficiency, accuracy, genuineness,
or legal effect of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof in whole or in part,
which may prove to be invalid or ineffective for any reason;

(c) failure of the beneficiary to comply fully with
conditions required in order to demand payment under a Letter of
Credit;

(d) errors, omissions, interruptions, or delays in
transmission or delivery of any messages, by mail, cable,
telegraph, telex, or otherwise; or

(e) any loss or delay in the transmission or otherwise of
any document or draft required in order to make a disbursement
under a Letter of Credit or of the proceeds thereof.

None of the foregoing shall affect, impair, or prevent the vesting of
any of the rights or powers granted any Issuer or any Lender
hereunder. In furtherance and extension, and not in limitation or
derogation, of any of the foregoing, any action taken or omitted to be
taken by any Issuer in good faith shall be binding upon the Borrower
and shall not put such Issuer under any resulting liability to the
Borrower.

SECTION 4.9 INCREASED COSTS; INDEMNITY. If by reason of

(a) any change in applicable law, regulation, rule, decree
or regulatory requirement or any change in the interpretation or
application by any judicial or regulatory authority of any law,
regulation, rule, decree or regulatory requirement occurring
after the Effective Date, or

304

(b) compliance by any Issuer or any Lender with any
direction, request or requirement made after the Effective Date
(whether or not having the force of law) of any governmental or
monetary authority, including Regulation D of the F.R.S. Board:

(i) any Issuer or any Lender shall be subject to any
tax (other than taxes on net income including franchise
taxes on income and franchises), levy, charge or withholding
of any nature or to any variation thereof or to any penalty
with respect to the maintenance or fulfillment of its
obligations under this ARTICLE IV, whether directly or by
such being imposed on or suffered by such Issuer or any
Lender;

(ii) any reserve, deposit or similar requirement is or
shall be applicable, imposed or modified in respect of any
Letters of Credit issued by any Issuer or participations
therein purchased by any Lender; or

(iii) there shall be imposed on any Issuer or any
Lender any other condition regarding this ARTICLE IV, any
Letter of Credit or any participation therein;

and the result of the foregoing is directly or indirectly to increase
the cost to such Issuer or such Lender of issuing, making or
maintaining any Letter of Credit or of purchasing or maintaining any
participation therein, or to reduce any amount receivable in respect
thereof by such Issuer or such Lender, then and in any such case such
Issuer or such Lender may, at any time after the additional cost is
incurred or the amount received is reduced, notify the Borrower
thereof, and the Borrower shall within five days of receipt of such
notification pay on demand such amounts as such Issuer or Lender may
specify to be necessary to compensate such Issuer or Lender for such
additional cost or reduced receipt, together with interest on such
amount from the date demanded until payment in full thereof at a rate
equal at all times to the Alternate Base Rate plus the Applicable Base
Margin plus 2% per annum; PROVIDED, HOWEVER, neither the Issuer nor
any Lender may make any demand for any amounts accrued for any period
commencing more than ninety days prior to the date of demand or,
should such cost have accrued retroactively, within ninety days of the
determination of such cost. The determination by such Issuer or
Lender, as the case may be, of any amount due pursuant to this
Section, as set forth in a statement setting forth the calculation
thereof in reasonable detail, shall, in the absence of manifest error,
be final and conclusive and binding on all of the parties hereto. In
addition to amounts payable as elsewhere provided in this ARTICLE IV,
the Borrower hereby agrees to protect, indemnify, pay and save each
Issuer harmless from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including
reasonable attorneys' fees and allocated costs of internal counsel)
which such Issuer may incur or be subject to as a consequence, direct
or indirect, of

305

(c) the issuance of the Letters of Credit, other than as a
result of the gross negligence or wilful misconduct of such
Issuer as determined by a court of competent jurisdiction, or

(d) the failure of such Issuer to honor a drawing under any
Letter of Credit as a result of any act or omission, whether
rightful or wrongful, of any present or future de jure or de
facto government or government authority.

ARTICLE V

CERTAIN EURODOLLAR RATE AND OTHER PROVISIONS

SECTION 5.1 EURODOLLAR RATE LENDING UNLAWFUL. If any Lender
shall determine (which determination shall, upon notice thereof to the
Borrower and the Lenders, be conclusive and binding on the Borrower)
that after the Effective Date the introduction of or any change in or
in the interpretation of any law makes it unlawful, or any central
bank or other government authority asserts that it is unlawful, for
such Lender to make, continue or maintain any Loan as, or to convert
any Loan into, a Eurodollar Rate Loan of a certain type, the
obligations of such Lender to make, continue, maintain or convert any
such Loans shall, upon such determination, forthwith be suspended
until such Lender shall notify the Agent that the circumstances
causing such suspension no longer exist, and all Eurodollar Rate Loans
of such type shall automatically convert into Base Rate Loans at the
end of the then current Interest Periods with respect thereto or
sooner, if required by such law or assertion.

SECTION 5.2 DEPOSITS UNAVAILABLE. If the Agent shall have
determined that

(a) Dollar deposits in the relevant amount and for the
relevant Interest Period are not available to the Reference
Lender in the interbank eurodollar market; or

(b) by reason of circumstances affecting the interbank
eurodollar market, adequate means do not exist for ascertaining
the interest rate applicable hereunder to Eurodollar Rate Loans
of such type,

then, upon notice from the Agent to the Borrower and the Lenders, the
obligations of all Lenders under SECTION 2.3 and SECTION 2.4 to make
or continue any Loans as, or to convert any Loans into, Eurodollar
Rate Loans of such type shall forthwith be suspended until the Agent
shall notify the Borrower and the Lenders that the circumstances
causing such suspension no longer exist.

SECTION 5.3 INCREASED EURODOLLAR RATE LOAN COSTS, ETC. The
Borrower agrees to reimburse each Lender for any increase in the cost
to such Lender of, or any reduction in the amount of any sum

306

receivable by such Lender in respect of, making, continuing or
maintaining (or of its obligation to make, continue or maintain) any
Loans as, or of converting (or of its obligation to convert) any Loans
into, Eurodollar Rate Loans, in any case from time to time by reason
of:

(a) to the extent not included in the calculation of the
Eurodollar Rate (Reserve Adjusted), any reserve, special deposit,
or similar requirement against assets of, deposits with or for
the account of, or credit extended by such Lender, under or
pursuant to any change in any law, treaty, rule, regulation
(including any F.R.S. Board regulation), or requirement from that
in effect on the Effective Date, or as the result of any
Regulatory Change; or

(b) any Regulatory Change which shall subject such Lender to
any tax (other than taxes on net income including franchise taxes
based on income, and franchises), levy, impost, charge, fee,
duty, deduction, or withholding or any kind whatsoever or change
the taxation of any Loan made or maintained as a Eurodollar Rate
Loan and the interest thereon (other than any change which
affects, and to the extent that it affects, the taxation of net
income including franchise taxes based on income and franchises).

Such Lender shall promptly and in no event later than 90 days after
its knowledge of the occurrence of any such event notify the Agent and
the Borrower in writing of the occurrence of any such event, such
notice to state, in reasonable detail, the reasons therefor and the
additional amount required fully to compensate such Lender for such
increased cost or reduced amount; PROVIDED, HOWEVER, no Lender may
make any demand for any such amounts accrued under this SECTION 5.3
for any period commencing more than ninety days prior to the receipt
by the Borrower of such notice or, should such cost have accrued
retroactively, within ninety days of the determination by such Lender
of such cost. Such additional amounts shall be payable by the
Borrower directly to such Lender within five days of its receipt of
such notice, and such notice shall, in the absence of manifest error,
be conclusive and binding on the Borrower.

SECTION 5.4 FUNDING LOSSES. In the event any Lender shall
incur any loss or expense (including any loss or expense incurred by
reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to make, continue or maintain any portion of
the principal amount of any Loan as, or to convert any portion of the
principal amount of any Loan into, a Eurodollar Rate Loan) as a result
of

(a) any conversion or repayment or prepayment of the
principal amount of any Eurodollar Rate Loans on a date other
than the scheduled last day of the Interest Period applicable
thereto, whether pursuant to SECTION 3.1 or otherwise;

307

(b) any Loans not being made as Eurodollar Rate Loans in
accordance with the Borrowing Request therefor; or

(c) any Loans not being continued as, or converted into,
Eurodollar Rate Loans in accordance with the Continuation/Conver-
sion Notice therefor,

then, upon the written notice of such Lender to the Borrower (with a
copy to the Agent), the Borrower shall, within five days of its
receipt thereof, pay directly to such Lender such amount as will (in
the reasonable determination of such Lender) reimburse such Lender for
such loss or expense. Such written notice (which shall include
calculations in reasonable detail) shall, in the absence of manifest
error, be conclusive and binding on the Borrower.

SECTION 5.5 INCREASED CAPITAL COSTS. If after the Effective
Date any change in, or the introduction, adoption, effectiveness,
interpretation, reinterpretation or phase-in of, any law or
regulation, directive, guideline, decision or request (whether or not
having the force of law) of any court, central bank, regulator or
other government authority affects or would affect the amount of
capital required or expected to be maintained by any Lender or any
Person controlling such Lender, and such Lender determines (in its
sole and absolute discretion) that the rate of return on its or such
controlling Person's capital as a consequence of its Commitments or
the Loans made by such Lender is reduced to a level below that which
such Lender or such controlling Person could have achieved but for the
occurrence of any such circumstance, then, in any such case upon
notice from time to time by such Lender to the Borrower, the Borrower
shall within five days of its receipt thereof pay directly to such
Lender additional amounts sufficient to compensate such Lender or such
controlling Person for such reduction in rate of return. Such Lender
shall promptly and in no event later than ninety days after its
knowledge of any such event notify the Agent and the Borrower of the
occurrence of any such event; PROVIDED, HOWEVER, no Lenders may make
any demand for any such amounts accrued under this SECTION 5.5 for any
period commencing more than ninety days prior to the receipt by the
Borrower of any such notice or, should such cost have accrued
retroactively, within ninety days of the determination by such Lender
of such cost. A statement of such Lender as to any such additional
amount or amounts (including calculations thereof in reasonable
detail) shall, in the absence of manifest error, be conclusive and
binding on the Borrower. In determining such amount, such Lender may
use any reasonable method of averaging and attribution that it (in its
sole and absolute discretion) shall deem applicable.

SECTION 5.6 TAXES. Without duplication of any payments made
under any other provisions of this Article V, all payments by the
Borrower of principal of, and interest on, the Loans and all other
amounts payable hereunder shall be made free and clear of and without
deduction for any present or future income, excise, stamp or franchise
taxes and other taxes, fees, duties, withholdings or other charges of

308

any nature whatsoever imposed by any taxing authority, but excluding
franchise taxes and taxes imposed on or measured by any Lender's net
income (including franchise taxes based upon income) or receipts (such
non-excluded items being called "TAXES"). In the event that any
withholding or deduction from any payment to be made by the Borrower
hereunder is required in respect of any Taxes pursuant to any
applicable law, rule or regulation, then the Borrower will

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

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

(c) pay to the Agent for the account of the Lenders such
additional amount or amounts as is necessary to ensure that the
net amount actually received by each Lender will equal the full
amount such Lender would have received had no such withholding or
deduction been required; PROVIDED that each Lender shall promptly
and in no event later than 90 days after its knowledge that any
amount is payable under this CLAUSE (c) notify the Agent and the
Borrower of the same;

PROVIDED, HOWEVER, no Lender may make any demand for any such amounts
accrued under this SECTION 5.6 for any period commencing more than
ninety days prior to the receipt by the Borrower of any such notice
or, should such cost have accrued retroactively, within ninety days of
the determination by such Lender of such cost.

Moreover, if any Taxes are directly asserted against the Agent or
any Lender with respect to any payment received by the Agent or such
Lender hereunder, the Agent or such Lender may pay such Taxes and the
Borrower will promptly pay such additional amounts (including any
penalties, interest or expenses) as is necessary in order that the net
amount received by such person after the payment of such Taxes
(including any Taxes on such additional amount) shall equal the amount
such person would have received had not such Taxes been asserted.

If the Borrower fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the Agent, for the
account of the respective Lenders, the required receipts or other
required documentary evidence, the Borrower shall indemnify the
Lenders for any incremental Taxes, interest or penalties that may
become payable by any Lender as a result of any such failure. For
purposes of this SECTION 5.6, a distribution hereunder by the Agent or
any Lender to or for the account of any Lender shall be deemed a
payment by the Borrower.

Each Lender that is organized under the laws of a jurisdiction
other than the United States shall, prior to the due date of any
payments under the Notes, (i) execute and deliver to the Borrower and

309

the Agent, on or about the first scheduled payment date in each Fiscal
Year, one or more (as the Borrower or the Agent may reasonably
request) United States Internal Revenue Service Forms 4224 or Forms
1001 or such other forms or documents (or successor forms or
documents), appropriately completed, as may be applicable to establish
the extent, if any, to which a payment to such Lender is exempt from
withholding or deduction of Taxes, and (ii) comply with the
requirements of SECTION 10.10, as applicable.

SECTION 5.7 PAYMENTS, COMPUTATIONS, ETC. Unless otherwise
expressly provided, all payments by the Borrower pursuant to this
Agreement, the Notes or any other Loan Document shall be made by the
Borrower to the Agent for the PRO RATA account of the Lenders entitled
to receive such payment. All such payments required to be made to the
Agent shall be made, without setoff, deduction or counterclaim, not
later than 1:00 p.m., Chicago time, on the date due, in immediately
available funds, to such account as the Agent shall specify from time
to time by notice to the Borrower. Funds received after that time
shall be deemed to have been received by the Agent on the next
succeeding Business Day. The Agent shall promptly remit in same day
funds to each Lender its share, if any, of such payments received by
the Agent for the account of such Lender. All interest (other than
interest computed at the Alternate Base Rate) and fees shall be
computed on the basis of the actual number of days (including the
first day but excluding the last day) occurring during the period for
which such interest or fee is payable over a year comprised of 360
days. Interest computed at the Alternate Base Rate shall be computed
on the basis of its actual number of days (including the first day but
excluding the last day) occurring during the period for which such
interest is payable over a year comprised of 365 or 366 days, as the
case may be. Whenever any payment to be made shall otherwise be due
on a day which is not a Business Day, such payment shall (except as
otherwise required by CLAUSE (c) of the definition of the term
"INTEREST PERIOD" with respect to Eurodollar Rate Loans) be made on
the next succeeding Business Day and such extension of time shall be
included in computing interest and fees, if any, in connection with
such payment.

SECTION 5.8 SHARING OF PAYMENTS. If any Lender shall obtain
any payment or other recovery (whether voluntary, involuntary, by
application of setoff or otherwise) on account of any Loan (other than
pursuant to the terms of SECTION 5.3, 5.4 or 5.5) or Letter of Credit
in excess of its PRO RATA share of payments then or therewith obtained
by all Lenders, such Lender shall purchase from the other Lenders such
participations in Loans made by them and/or Letters of Credit as shall
be necessary to cause such purchasing Lender to share the excess
payment or other recovery ratably with each of them; PROVIDED,
HOWEVER, that if all or any portion of the excess payment or other
recovery is thereafter recovered from such purchasing Lender, the
purchase shall be rescinded and each Lender which has sold a
participation to the purchasing Lender shall repay to the purchasing
Lender the purchase price to the ratable extent of such recovery

310

together with an amount equal to such selling Lender's ratable share
(according to the proportion of

(a) the amount of such selling Lender's required repayment
to the purchasing Lender

(b) the total amount so recovered from the purchasing
Lender)

of any interest or other amount paid or payable by the purchasing
Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section may, to the fullest extent permitted
by law, exercise all its rights of payment (including pursuant to
SECTION 5.9) with respect to such participation as fully as if such
Lender were the direct creditor of the Borrower in the amount of such
participation. If under any applicable bankruptcy, insolvency or
other similar law, any Lender receives a secured claim in lieu of a
setoff to which this Section applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a
manner consistent with the rights of the Lenders entitled under this
Section to share in the benefits of any recovery on such secured
claim.

SECTION 5.9 SETOFF. Each Lender shall, upon the occurrence of
any Default described in CLAUSES (a), (b) and, with respect to the
Borrower and Managing General Partner, (e) of SECTION 9.1.8 or any
other Event of Default, have the right to appropriate and apply to the
payment of the Obligations owing to it (whether or not then due), and
(as security for such Obligations) the Borrower hereby grants to each
Lender a continuing security interest in, any and all balances,
credits, deposits, accounts or moneys of the Borrower then or
thereafter maintained with such Lender; PROVIDED, HOWEVER, that any
such appropriation and application shall be subject to the provisions
of SECTION 5.8. Each Lender agrees promptly to notify the Borrower
and the Agent after any such setoff and application made by such
Lender; PROVIDED, HOWEVER, that the failure to give such notice shall
not affect the validity of such setoff and application. The rights of
each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff under applicable law or
otherwise) which such Lender may have.

SECTION 5.10 USE OF PROCEEDS. The Borrower shall apply the
proceeds of (i) the Working Capital Loans, including letters of
credit, to working capital and other general partnership purposes and
(ii) the Acquisition Loans solely for purposes of financing
acquisitions by the Borrower and to finance capital expenditures
related to existing properties or future acquired businesses of the
Borrower; without limiting the foregoing, no proceeds of any Loan will
be used to acquire any equity security of a class which is registered

311

pursuant to Section 12 of the Securities Exchange Act of 1934 or any
"margin stock", as defined in F.R.S. Board Regulation U.

SECTION 5.11 RECOURSE. The Obligations of the Borrower to the
Agent and the Lenders will be secured and rank pari passu with the
Private Placement Debt and Parity Debt. All of the accounts
receivable, inventory, customer storage tanks (except tanks financed
pursuant to clause (e), (f) and (g) in SECTION 8.2.2) of the Borrower
and the Restricted Subsidiaries (other than Cornerstone Sales &
Service Corporation) and all stock of all Restricted Subsidiaries now
or hereafter acquired by the Borrower (all such accounts receivables,
inventory, customer tanks and stock being called the ("General
Collateral")) will be pledged to secure the Obligations, the Private
Placement Debt and the Parity Debt. In the event that the Borrower
obtains or creates any Restricted Subsidiaries (other than Cornerstone
Sales & Service Corporation), each such Restricted Subsidiary must
issue a guarantee of the Obligations, the Private Placement Debt and
the Parity Debt and each such guarantee will be in favor of the
Collateral Agent and secured by a pledge of substantially all of the
assets of a similar nature to the General Collateral of such
guaranteeing Restricted Subsidiary (which together with the General
Collateral may be referred to as the "Collateral").

SECTION 5.12 REPLACEMENT OF LENDERS. In the event any Lender
shall provide notice to the Agent pursuant to SECTION 4.9, 5.3, 5.5 or
5.6 hereunder, the Borrower shall be permitted to replace such Lender,
PROVIDED, HOWEVER, that such Lender's replacement shall agree to all
the obligations and conditions relating to an Assignee Lender
contained in SECTION 11.11.1 hereto. Any such replacement shall be
subject to the Agent's consent which shall not be unreasonably
withheld.

ARTICLE VI

CONDITIONS TO BORROWING

SECTION 6.1 INITIAL BORROWING. The obligations of the Lenders
to fund the initial Borrowing or to issue the initial Letters of
Credit (whichever shall first occur) shall be subject to the prior or
concurrent satisfaction of each of the conditions precedent set forth
in this SECTION 6.1.

SECTION 6.1.1 PARTNERSHIP ACTION. The Agent shall have received
from the Borrower a certificate, dated the date of the initial
Borrowing or issuance of such Letters of Credit, of a Responsible
Officer of the Borrower as to

(a) the form of the Partnership Agreement;

(b) any partnership action necessary for the execution,
delivery and performance of this Agreement, the Notes, the

312

Security Agreement and each other Loan Document to be executed on
behalf of the Borrower; and

(c) the incumbency and signatures of those of the officers
authorized to act with respect to this Agreement, the Notes, the
Security Agreement and each other Loan Document executed on
behalf of the Borrower,

upon which certificate each Lender may conclusively rely until it
shall have received a further certificate of a Responsible Officer
canceling or amending such prior certificate.

SECTION 6.1.2 DELIVERY OF NOTES. The Agent shall have received,
for the account of each Lender, the Notes duly executed and delivered
by an Authorized Officer of the Borrower.

SECTION 6.1.3 PRIVATE PLACEMENT DEBT AND PUBLIC PARTNERSHIP
COMMON UNITS. The Borrower shall have issued the Private Placement
Debt on terms acceptable to the Agent and the Public Partnership shall
have completed the Common Units Issuance. The Private Placement Debt
shall have received an investment grade rating from Fitch Investors
Service, Inc.

SECTION 6.1.4 PAYMENT OF OUTSTANDING INDEBTEDNESS, ETC. All
Indebtedness identified in ITEM 8.2.2(a) ("Indebtedness to be Paid on
Effective Date") of the Disclosure Schedule under the heading
"Payments on the Effective Date", together with all interest, all
prepayment premiums and other amounts due and payable with respect
thereto, shall have been paid in full (including, to the extent
necessary, from proceeds of the initial Borrowing); and all Liens
securing payment of any such Indebtedness have been released and the
Agent shall have received all Uniform Commercial Code Form UCC-3
termination statements or other instruments as may be suitable or
appropriate in connection therewith.

SECTION 6.1.5 TRANSFER. The Transfer shall concurrently be
consummated substantially as described in the Registration Statement.

SECTION 6.1.6 WORKING CAPITAL DEBT. Upon consummation of all
the conditions set forth in SECTION 6.1, no more than $15,000,000 of
Working Capital Loans shall be outstanding.

SECTION 6.1.7 INTERCREDITOR AGREEMENT. The Agent shall have
received executed counterparts of the Intercreditor Agreement, dated
as of the date hereof, duly executed by each holder of the Private
Placement Debt.

SECTION 6.1.8 SECURITY AGREEMENT. The Agent shall have received
executed counterparts of the Security Agreement, dated as of the date
hereof, duly executed by the Borrower, together with

313

(a) copies of properly executed Uniform Commercial Code
financing statements (Form UCC-1), naming the Borrower as the
debtor and the Collateral Agent as the secured party, or other
similar instruments or documents, to be filed under the Uniform
Commercial Code of all jurisdictions as may be necessary or, in
the opinion of the Agent, desirable to perfect the security
interest of the Collateral Agent pursuant to the Security
Agreement;

(b) executed copies of proper Uniform Commercial Code Form
UCC-3 termination statements, if any, necessary to release all
Liens and other rights of any Person

(i) in any collateral described in the Security
Agreement previously granted by any Person, and

(ii) securing any of the Indebtedness identified in
ITEM 8.2.2(a) ("Indebtedness to be Paid on Effective Date")
of the Disclosure Schedule under the heading "Payments on
the Effective Date",

together with such other Uniform Commercial Code Form UCC-3
termination statements as the Agent may reasonably request from
such Obligors; and

(c) certified copies of Uniform Commercial Code Requests
for Information or Copies (Form UCC-11), or a similar search
report certified by a party acceptable to the Agent, dated a date
reasonably near to the date of the initial Borrowing, listing all
effective financing statements which name the Borrower (under its
present name and any previous names) as the debtor and which are
filed in the jurisdictions in which filings were made pursuant to
CLAUSE (a) above, together with copies of such financing
statements (none of which shall cover any collateral described in
the Security Agreement).

SECTION 6.1.9 PERMITS. All permits, licenses and regulatory
approvals required to continue operations shall have been obtained
except those which the failure to obtain would not have a material
adverse effect on the business or operations of the Borrower.

SECTION 6.1.10 OPINION OF COUNSEL. The Agent shall have received
opinions, dated the date of the initial Borrowing and addressed to the
Agent and all Lenders, from (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel
to the Borrower and/or ▇▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P., special New York
counsel to the Borrower substantially in the form of Exhibit J-1
hereto and (ii) (A) ▇▇▇▇▇ & ▇▇▇▇▇▇▇, special Alabama counsel to the
Borrower, (B) Rose Law Firm, special Arkansas counsel to the Borrower,
(C) McCutchen, Doyle, ▇▇▇▇▇ & Enersoon, L.L.P., special California
Counsel to the Borrower, (D) ▇▇▇▇, ▇▇▇▇ & ▇▇▇▇, special Florida
counsel to the Borrower, (E) ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ & McDonald, special
Kentucky counsel to the Borrower, (F) ▇▇▇▇▇▇▇▇, McNutt, Threadgill,

314

▇▇▇▇▇ & ▇▇▇▇, special Mississippi counsel to the Borrower, (G)
Thompson, Coburn, special Missouri counsel to the Borrower, (H)
Winthrop, Stimson, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special New York counsel to the
Borrower and (I) Bass, ▇▇▇▇▇ & ▇▇▇▇, special Tennessee counsel to the
Borrower each substantially in the form of Exhibit J-2 hereto.

SECTION 6.1.11 CLOSING FEES, EXPENSES, ETC. The Agent shall have
received for its own account, or for the account of each Lender, as
the case may be, all fees, costs and expenses due and payable pursuant
to SECTIONS 3.3 and 11.3, if then invoiced.

SECTION 6.1.12 COMPLIANCE CERTIFICATE. A certificate of the
chief financial Authorized Officer of the Borrower demonstrating
compliance with the covenants contained in SECTION 8.2.4.

SECTION 6.1.13 INSURANCE CERTIFICATE. The Agent shall have
received a certificate of the Managing General Partner stating that
all required insurance policies are in full force and effect.

SECTION 6.1.14 SOLVENCY CERTIFICATE. The chief financial
officer of either the Borrower or the Managing General Partner shall
have delivered to the Agent a solvency certificate dated the Closing
Date, substantially in the form of EXHIBIT M.

SECTION 6.2 ALL BORROWINGS AND ISSUANCES OF LETTERS OF CREDIT.
The obligation of each Lender to fund any Loan on the occasion of any
Borrowing (including the initial Borrowing), the issuance of any
Letters of Credit shall be subject to the satisfaction of each of the
conditions precedent set forth in this SECTION 6.2.

SECTION 6.2.1 COMPLIANCE WITH WARRANTIES, NO DEFAULT, ETC. Both
before and after giving effect to any Borrowing and the Letter of
Credit (but, if any Default of the nature referred to in SECTION 9.1.4
shall have occurred with respect to any other Indebtedness, without
giving effect to the application, directly or indirectly, of the
proceeds thereof) the following statements shall be true and correct

(a) the representations and warranties set forth in
ARTICLE VII (excluding, however, those contained in SECTION 7.3,
SECTION 7.7 and SECTION 7.8) and the Security Agreement shall be
true and correct with the same effect as if then made (unless
stated to relate solely to an early date, in which case such
representations and warranties shall be true and correct as of
such earlier date);

(b) except as disclosed by the Borrower to the Agent and
the Lenders pursuant to SECTION 7.8

(i) no labor controversy, litigation, arbitration or
governmental investigation or proceeding shall be pending
or, to the knowledge of the Borrower, threatened against the
Borrower or any Subsidiary which is reasonably likely to

315

materially adversely affect the Borrower's and Subsidiaries'
consolidated business, operations, assets, revenues, or
properties of the Borrower and its Restricted Subsidiaries
(taken as a whole) or which purports to affect the legality,
validity or enforceability of this Agreement, the Notes, the
Security Agreement or any other Loan Document;

(ii) no development shall have occurred in any labor
controversy, litigation, arbitration or governmental
investigation or proceeding disclosed pursuant to
SECTION 7.8 which is reasonably likely to materially
adversely affect the consolidated businesses, operations,
assets, revenues, or properties of the Borrower and its
Restricted Subsidiaries (taken as a whole); and

(iii) since the date of the financial statements
described in SECTION 7.6 and after giving effect to the
Transfer the initial Borrowings hereunder and the issuance
of the Private Placement Debt and the Common Units Issuance,
and for any determination after the delivery of the first
financial statements pursuant to SECTION 8.1.1(b), since the
date of such financial statements (if such financial
statements shall be satisfactory to the Required Lenders),
there has been no material adverse change in the condition
(financial or otherwise), operations, assets or business
properties of the Borrower and Subsidiaries taken as a
whole; and

SECTION 6.2.2 BORROWING REQUEST. The Agent shall have received
a Borrowing Request, Issuance Request or request for a Swing Line
pursuant to SECTION 2.7, as the case may be, for such Borrowing or
issuance of such Letter of Credit, as the case may be. Each of the
delivery of a Borrowing Request, Issuance Request or request for a
Swing Line pursuant to SECTION 2.7 and the acceptance by the Borrower
of the proceeds of such Borrowing or the Issuance of the Letter of
Credit, as applicable, shall constitute a representation and warranty
by the Borrower that on the date of such Borrowing (both immediately
before and after giving effect to such Borrowing and the application
of the proceeds thereof) or the Issuance of the Letter of Credit, as
applicable, the statements made in SECTION 6.2.1 are true and correct.

SECTION 6.2.3 SATISFACTORY LEGAL FORM. All documents executed
or submitted pursuant hereto by or on behalf of the Borrower, any
other Obligor or any Subsidiary shall be satisfactory in form and
substance to the Agent and its counsel; the Agent and its counsel
shall have received all information, approvals, opinions, documents or
instruments as the Agent or its counsel may reasonably request.

316

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders and the Agent to enter into this
Agreement and to make Loans hereunder, the Borrower represents and
warrants unto the Agent and each Lender as set forth in this
ARTICLE VII.

SECTION 7.1 ORGANIZATION, ETC. (a) The Borrower is a limited
partnership duly organized, validly existing and in good standing
under the Delaware Revised Uniform Limited Partnership Act and has all
requisite partnership power and authority to own and operate its
properties (including, without limitation, the Assets), to conduct its
business as described in the Registration Statement after giving
effect to the Transfer, to enter into this Agreement, the Notes, the
other Loan Documents and the Private Placement Debt to which it is a
party, and to carry out the terms of this Agreement, the Notes, such
other Loan Documents and the Private Placement Debt.

(b) The Managing General Partner is a corporation duly
organized, validly existing and in good standing under the laws of the
State of California and has all requisite corporate power and
authority to own and operate its properties, to conduct its business
as described in the Registration Statement, and to execute and deliver
as a general partner of the Borrower this Agreement, the Notes and the
other Loan Documents to which the Borrower is a party.

(c) Each Restricted Subsidiary is duly organized, validly
existing and in good standing under the laws of the state of its
organization and has all requisite power and authority to own and
operate its properties, to conduct its business as described in the
Registration Statement after giving effect to the Transfer or as
otherwise in compliance with SECTION 8.2.1, and to execute, deliver
and perform the Loan Documents to which it is a party.

(d) The Public Partnership is a limited partnership duly
organized, validly existing and in good standing under the Delaware
Revised Uniform Limited Partnership Act and has all requisite
partnership power and authority to own and operate its properties, to
conduct its business as described in the Registration Statement, and
to execute, deliver and carry out the terms of the Loan Documents to
which it is a party.

SECTION 7.2 PARTNERSHIP INTERESTS. The only general partners
of the Borrower are the General Partners, which at the Closing Date
will own an aggregate 1.0101% general partner interest in the
Borrower. As of the Effective Date the only limited partner of the
Borrower will be the Public Partnership, which will own 98.9899%
limited partner interest in the Borrower acquired as provided in the
Registration Statement. The Borrower will not have any other partners
at the Closing. Except as disclosed in ITEM 7.2 ("Subsidiaries") of

317

the Disclosure Schedule, the Borrower does not have, and immediately
after giving effect to the transactions contemplated by the Conveyance
Documents will not have, any Subsidiaries or any Investments in any
Person (other than Investments of the types permitted in SECTION
8.2.5)).

SECTION 7.3 QUALIFICATION. The Borrower is duly qualified or
registered and is in good standing as a foreign limited partnership
for the transaction of business, and each General Partner and each
Restricted Subsidiary is qualified or registered and is in good
standing as a foreign corporation for the transaction of business, in
the jurisdictions set forth in Item 7.3 ("Jurisdictions") of the
Disclosure Schedule which are the only jurisdictions, on the date
hereof, in which, after giving effect to the Transfer, the nature of
their respective activities or the character of the properties they
own, lease or use makes such qualification or registration necessary
and in which the failure so to qualify or to be so registered would
not be reasonably expected to have a materially adverse effect on the
condition (financial or otherwise), operations, assets, business or
properties of the Borrower and its Restricted Subsidiaries taken as a
whole. Each of the General Partners, the Restricted Subsidiaries and
the Borrower has taken all necessary partnership or corporate action
to authorize the execution, delivery and performance by it of this
Agreement, the Notes, and each other Loan Document to which it is a
party. Each of the General Partners, and the Restricted Subsidiaries
has duly executed and delivered each of this Agreement, the Notes and
the other Loan Documents to which it is a party, and each of them
constitutes its legal, valid, binding and enforceable obligation in
accordance with its terms, except that such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws of general application relating to or
affecting the rights and remedies of creditors and by general
equitable principles, regardless of whether such enforceability is
considered in a proceeding in equity or at law.

SECTION 7.4 DUE AUTHORIZATION, NON-CONTRAVENTION, ETC. The
execution, delivery and performance by the Borrower and each
Restricted Subsidiary of this Agreement, the Notes and each other Loan
Document required to be executed by it hereunder are within the
Borrower's and such Restricted Subsidiary's powers, have been duly
authorized by all necessary action, and do not

(a) contravene the Borrower's or any Subsidiary's Organic
Documents;

(b) contravene any contractual restriction, law or
governmental regulation or court decree or order binding on or
affecting the Borrower or such Restricted Subsidiary; or

(c) result in, or require the creation or imposition of,
any Lien on any of the Borrower's or such Restricted Subsidiary's
properties, except as contemplated hereby.

318

SECTION 7.5 GOVERNMENT APPROVAL, REGULATION, ETC. Except as
set forth in ITEM 7.5 of the Disclosure Schedule, no authorization or
approval or other action, by, and no notice to or filing with, any
government authority or regulatory body or other Person (that has not
been obtained) is required for the due execution, delivery or
performance by the Borrower or any Subsidiary of this Agreement, the
Notes or any other Loan Document to which it is a party, or the
issuance of the Private Placement Debt other than filings relating to
the Common Units Issuance and to perfect Liens. All such required
authorizations and approvals have been obtained and such required
notices and filings have been made. Neither the Borrower nor any
Subsidiary is an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, or a "holding company", or
a "subsidiary company" of a "holding company", or an "affiliate" of a
"holding company" or of a "subsidiary company" of a "holding company",
within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

SECTION 7.6 BUSINESS; FINANCIAL STATEMENTS. (a) The Borrower
has not engaged in any business or activities prior to the date of
this Agreement, except for activities related to its formation,
organization and prospective operations, and will not have any
significant assets or liabilities prior to the Transfer, as
contemplated by this Agreement and the Registration Statement.
(b) The Borrower has delivered to the Agent complete and correct
copies of (i) the Registration Statement, and (ii) a memorandum
prepared by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, Inc. for use in connection with the Borrower's private
placement of the Private Placement Debt (the "Memorandum"). The
unaudited PRO FORMA consolidated financial statements of the Public
Partnership set forth in the Registration Statement have been prepared
in all material respects in accordance with the applicable accounting
requirements of Article II of Regulation S-X of the Securities and
Exchange Commission and, in the opinion of the management of the
Managing General Partner and Borrower, the assumptions used in the
preparation of such pro forma financial statements are reasonable and
the pro forma adjustments reflected in such pro forma financial
statements have been properly applied in all material respects to the
historical amounts in the compilation of such pro forma financial
statements. The financial statements and schedules included in the
Registration Statement (other than with respect to pro forma matters)
have been prepared in accordance with GAAP consistently applied
throughout the periods specified, except to the extent disclosed
therein, and present fairly in all material respects the financial
position of the corporation or partnership to which they relate as of
the respective dates specified and the results of their operations and
cash flows for the respective periods specified. Since October 1,
1996 there has been no material adverse change in the business,
financial condition, or results of operations of Empire Energy
Corporation, CGI Holdings, Inc., the General Partners and their
consolidated subsidiaries taken as a whole. The information included
under the caption "Selected Pro Forma Financial and Operating Data" in

319

the Registration Statement is accurately presented in all material
respects, on the basis stated in the Registration Statement, and has
been prepared on a basis consistent with the unaudited pro forma
financial statements and the audited and unaudited historical
consolidated financial statements included in the Registration
Statement from which it has been derived.

(c) The unaudited pro forma balance sheets of the Public
Partnership as of September 30, 1996 present fairly the financial
position of the Public Partnership as of that date. The financial
data for the Public Partnership in the Memorandum present fairly in
all material respects, on the basis stated in the Memorandum, the
information set forth therein and has been prepared based on the
audited financial statements included in the Registration Statement
from which it has been derived. Item 7.6(c) specifies information in
the Registration Statement that modifies and updates information
previously contained in the Memorandum. Modifications of a non-
material nature are not reflected in Item 7.6(c). Except as otherwise
provided on Item 7.6(c), the pro forma financial data included in the
Memorandum represent, in all material respects and on the basis stated
in the Memorandum, the Managing General Partner's best estimate at
such time with respect to pro forma financial information; and the
assumptions used in the preparation of such pro forma financial
statements are reasonable and the pro forma adjustments reflected in
such pro forma financial statements have been properly applied in all
material respects to the historical amounts in the compilation of such
pro forma financial statements.

(d) The financial projections provided on or prior to the
Closing Date were prepared in a manner consistent with the financial
statements provided in the Registration Statement and have been
prepared on a consistent basis throughout the periods specified. Such
financial projections are based on management's best estimates of
future performance in accordance with reasonable assumptions based on
historical performance. Such projections are not a guarantee of
future performance.

SECTION 7.7 NO MATERIAL ADVERSE CHANGE. Since the date of the
financial statements described in SECTION 7.6 and after giving effect
to the Transfer, the initial Borrowings hereunder and the issuance of
the Private Placement Debt and the Common Units Issuance or, for any
determination after the delivery of the first financial statements
pursuant to SECTION 8.1.1(b), since the date of such financial
statements (if such financial statements shall be satisfactory to the
Required Lenders), there has been no material adverse change in the
condition (financial or otherwise), operations, assets or business
properties of the Borrower and the Restricted Subsidiaries taken as a
whole.

SECTION 7.8 LITIGATION, LABOR CONTROVERSIES, ETC. There is no
pending or, to the knowledge of the Borrower or any Subsidiary,
threatened litigation, action, proceeding, or labor controversy

320

affecting the Borrower or any Subsidiary, or any of their respective
properties, businesses, assets or revenues, which has, or is
reasonably likely to have, a material adverse effect on the condition
(financial or otherwise), operations, assets, business or properties
of the Borrower and its Restricted Subsidiaries taken as a whole or
which purports to affect the legality, validity or enforceability of
this Agreement, the Notes or any other Loan Document, except as
disclosed in ITEM 7.8 ("Litigation") of the Disclosure Schedule.

SECTION 7.9 OWNERSHIP OF PROPERTIES. The Borrower and each
Restricted Subsidiary have (i) title to all of its assets constituting
real property owned in fee simple, (ii) good and valid leasehold
interests in its assets constituting leased real property, pursuant to
which it enjoys undisturbed possession thereof, except for defects in,
or lack of recorded title and exceptions to, leasehold interests would
not, in the aggregate, be reasonably expected to have a material
adverse effect on the condition (financial or otherwise), operations,
assets or business of the Borrower and its Restricted Subsidiaries
(taken as a whole), and (iii) sufficient title to the portion of its
assets constituting personal property (including patents, trademarks,
trade names, service marks, copyrights and other intellectual property
rights) reasonably necessary for the use and operation of such
personal property as it has been used in the past and as it is
proposed to be used, in each case subject to no Liens except as
permitted pursuant to Section 8.2.3.

SECTION 7.10 TAXES. The Borrower and each Subsidiary, and any
predecessor entity thereto, has filed all tax returns and reports
required by law to have been filed by it and has paid all taxes and
governmental charges thereby shown to be owing, except (a) any such
taxes or charges which are being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance
with GAAP shall have been set aside on its books, and (b) where the
failure to do so would not reasonably be expected to have a material
adverse effect on the condition (financial or otherwise) operations,
assets, business or properties of the Borrower and its Subsidiaries
taken as a whole.

SECTION 7.11 PENSION AND WELFARE PLANS. During the twelve-
consecutive-month period prior to the date of the execution and
delivery of this Agreement and prior to the date of any Borrowing
hereunder, no steps have been taken to terminate any Pension Plan, and
no contribution failure has occurred with respect to any Pension Plan
sufficient to give rise to a Lien under section 302(f) of ERISA. No
condition exists or event or transaction has occurred with respect to
any Pension Plan which has, or is reasonably likely to have, a
material adverse effect on the condition (financial or otherwise),
operations, assets or business of the Borrower and the Restricted
Subsidiaries taken as a whole. Except as disclosed in ITEM 7.11
("Employee Benefit Plans") of the Disclosure Schedule, no Borrower nor
any member of the Controlled Group has any contingent liability with
respect to any post-retirement benefit under a Welfare Plan, other

321

than liability for continuation coverage described in Part 6 of Title
I of ERISA.

SECTION 7.12 ENVIRONMENTAL WARRANTIES. Except as set forth in
ITEM 7.12 ("Environmental Matters") of the Disclosure Schedule:

(a) all facilities and property (including underlying
groundwater) owned, leased, used, occupied or controlled (in
whole or in part) by the Borrower or any Subsidiary have been,
and continue to be, owned, leased, used, occupied or controlled
by the Borrower or such Subsidiary in compliance with all
Environmental Laws except where the failure of any of the
foregoing to be done could not reasonably be expected to have a
material adverse effect on the condition (financial or
otherwise), operations, assets, business or properties of the
Borrower and its Restricted Subsidiaries taken as a whole;

(b) to the Borrower's and each Subsidiary's knowledge,
there have been no past, and there are no pending or threatened

(i) claims, complaints, notices or requests for
information received by the Borrower or any Subsidiary with
respect to any alleged violation of any Environmental Law,
or

(ii) complaints, notices or inquiries to the Borrower
or any Subsidiary regarding potential liability under any
Environmental Law;

which in either the case of clause (i) or (ii) above, could be
reasonably expected to have a materially adverse effect on the
condition (financial or otherwise), operations, assets, business or
properties of the Borrower and its Restricted Subsidiaries taken as a
whole;

(c) to the Borrower's and each Subsidiary's knowledge there
have been no Releases of Hazardous Materials at, on or under any
property now or previously owned or leased by the Borrower or any
Subsidiary that, singly or in the aggregate, have, or are
reasonably likely to have, a material adverse effect on the
condition (financial or otherwise), operations, assets, business
or properties of the Borrower and, the Restricted Subsidiaries
taken as a whole;

(d) the Borrower and each Subsidiary have been issued and
are in material compliance with all permits, certificates,
approvals, licenses and other authorizations relating to
environmental matters and necessary or desirable for their
businesses the absence of or non compliance with which would be
materially adverse, and no order has been issued, no
Environmental Claim has been made, no penalty has been assessed
and, to the knowledge of the Borrower or any Subsidiary, no

322

investigation or review has occurred or is pending or threatened
by any Person with respect to any alleged failure by the Borrower
or any Subsidiary to have any permit, certificate, approval,
license or other governmental authorization required under
applicable Environmental Laws in connection with the conduct of
the business or operations of any of them or to comply with any
Environmental Laws or with respect to any presence, generation,
treatment, storage, recycling, transportation, discharge,
disposal or release of any hazardous material generated by any
Borrower, or any Subsidiary, and there are no facts or
circumstances in existence which could reasonably be expected to
form the basis for any such order, Environmental Claim, penalty
or investigation in each case, with respect to all of the
foregoing matters, except where the failure of any of the
foregoing to be done could not reasonably be expected to have a
material adverse effect on the condition (financial or
otherwise), operations, assets, business or properties of the
Borrower and its Restricted Subsidiaries taken as a whole;

(e) to the Borrower's and each Subsidiary's knowledge no
property now or previously owned or leased by the Borrower or any
Subsidiary is listed or proposed for listing (with respect to
owned property only) on the National Priorities List pursuant to
CERCLA, on the CERCLIS or on any similar state list of sites
requiring investigation or clean-up where the circumstances
giving rise to such listing or proposed listing or the effect of
such listing or proposed listing has, or is reasonably likely to
have, a material adverse effect on the condition (financial or
otherwise), operations, assets, business or properties of the
Borrower and the Restricted Subsidiaries taken as a whole;

(f) to the Borrower's and each Subsidiary's knowledge there
are no underground storage tanks, active or abandoned, including
petroleum storage tanks, on or under any property now or
previously owned, leased, used, occupied or controlled (in whole
or in part) by the Borrower or any Subsidiary that, singly or in
the aggregate, have, or are reasonably likely to have, a material
adverse effect on the condition (financial or otherwise),
operations, assets, business or properties of the Borrower and
the Restricted Subsidiaries taken as a whole;

(g) to the Borrower's and each Subsidiary's knowledge, no
Borrower nor any Subsidiary has directly transported or directly
arranged for the transportation of any Hazardous Material to any
location, including locations which are listed or proposed for
listing on the National Priorities List pursuant to CERCLA, on
the CERCLIS or on any similar state list or which is the subject
of federal, state or local enforcement actions or other
investigations which, or otherwise which, is reasonably likely to
have a material adverse effect on the condition (financial or
otherwise), operations, assets, business or properties of the
Borrower and the Restricted Subsidiaries taken as a whole;

323

(h) to the Borrower's and each Subsidiary's knowledge there
are no polychlorinated biphenyls or friable asbestos present at
any property now or previously owned, leased, used, occupied or
controlled (in whole or in part) by the Borrower or any
Subsidiary that, singly or in the aggregate, have, or may
reasonably be expected to have, a material adverse effect on the
condition (financial or otherwise), operations, assets, business
or properties of the Borrower and the Restricted Subsidiaries
taken as whole; and

(i) to the Borrower's and each Subsidiary's knowledge, no
conditions exist at, on or under any property now or previously
owned, leased, used, occupied or controlled (in whole or in part)
by the Borrower or any Subsidiary which, with the passage of
time, or the giving of notice or both, would give rise to a
material adverse effect on the condition (financial or
otherwise), operations, assets, business or properties of the
Borrower and the Restricted Subsidiaries taken as whole.

SECTION 7.13 REGULATIONS G, U and X. The Borrower is not
engaged in the business of extending credit for the purpose of buying
or carrying margin stock, and no proceeds of any Loans will be used
for a purpose which violates, or would be inconsistent with, F.R.S.
Board Regulation G, U or X. Terms for which meanings are provided in
F.R.S. Board Regulation G, U or X or any regulations substituted
therefor, as from time to time in effect, are used in this Section
with such meanings.

SECTION 7.14 ACCURACY OF INFORMATION. All factual information
heretofore or contemporaneously furnished by or on behalf of the
Borrower in writing to the Agent or any Lender for purposes of or in
connection with this Agreement or any transaction contemplated hereby
which were furnished to the Agent and all other such factual
information hereafter furnished by or on behalf of the Borrower or any
Subsidiary to the Agent or any Lender will be true and accurate in
every material respect on the date as of which such information is
dated or certified and as of the date of execution and delivery of
this Agreement by the Agent and such Lender, and such information,
when all such information is considered as a whole, is not, or shall
not be, as the case may be, incomplete by omitting to state any
material fact necessary to make such information not misleading.

SECTION 7.15 CAPITALIZATION. ITEM 7.15 ("Capitalization") of
the Disclosure Schedule is a pro forma balance sheet of the Borrower
on the Effective Date after giving effect to the initial Borrowings
hereunder, the issuance of the Private Placement Debt, the repayment
of the Indebtedness set forth in ITEM 8.2.2(a) ("Indebtedness to be
Paid on Effective Date") of the Disclosure Schedule and the Transfer.

SECTION 7.16 SOLVENCY. The Borrower, both prior to and after
giving effect to any Borrowing hereunder (including the initial
Borrowings), (i) is not "insolvent" (as such term is defined in

324

Section 101(31)(A) of the Bankruptcy Code); (ii) is able to pay its
debts and other liabilities, contingent obligations and commitments as
they mature; and (iii) does not have unreasonably small capital for the
business in which it is engaged or for any business or transaction in
which it is about to engage.

SECTION 7.17 PRIVATE PLACEMENT DEBT REPRESENTATIONS. Each
representation and warranty made by the Borrower pursuant to the Note
Agreement was true and correct in all material respects when made.

SECTION 7.18 COMPLIANCE WITH LAWS. Neither the Borrower nor
any Restricted Subsidiary is in violation of any statute, law or
governmental rule or regulation or court or arbitrator's judgment,
decree or order, in any such case, which either individually or in the
aggregate, assuming disclosure of all known facts, would reasonably be
expected to have a material adverse effect on the condition (financial
or otherwise), operations, assets, business or properties of the
Borrower and the Restricted Subsidiaries, taken as a whole.

ARTICLE VIII

COVENANTS

SECTION 8.1 AFFIRMATIVE COVENANTS. The Borrower agrees with
the Agent and each Lender that, until all Commitments have terminated
and all Obligations have been paid and performed in full, the Borrower
will perform the obligations set forth in this SECTION 8.1.

SECTION 8.1.1 FINANCIAL INFORMATION, REPORTS, NOTICES, ETC. The
Borrower will furnish, or will cause to be furnished, to each Lender
and the Agent copies of the following financial statements, reports,
notices and information:

(a) as soon as practicable, but in any event within 60 days
after the end of each of the first three quarterly fiscal periods
in each Fiscal Year of the Borrower beginning with the fiscal
period ending December 31, 1996, consolidated (and to the extent
that such are being prepared, consolidating) balance sheets of
the Borrower and the Restricted Subsidiaries as at the end of
such period and the related consolidated (and, as to statements
of income and cash flows, if applicable and to the extent that
such are being prepared, consolidating) statements of income,
surplus or partners' capital, cash flows and stockholders' equity
of the Borrower and the Restricted Subsidiaries (i) for such
period and (ii) (in the case of the second and third quarterly
periods) for the period from the beginning of the current Fiscal
Year to the end of such quarterly period, setting forth in each
case (except in the case of financial statements with respect to
any quarter prior to the quarter ending December 31, 1997) in
comparative form the consolidated and, where applicable and as
appropriate, consolidating figures for the corresponding periods
of the previous Fiscal Year, all in reasonable detail and

325

certified by an authorized financial officer of the Managing
General Partner as presenting fairly, in all material respects,
the information contained therein (subject to changes resulting
from normal year-end adjustments), in accordance with GAAP
applied on a basis consistent with prior fiscal periods, provided
that delivery within the time period specified above of copies of
the Public Partnership's quarterly report on Form 10-Q prepared
in compliance with the requirements therefor and filed with the
Securities and Exchange Commission shall be deemed to satisfy the
requirements hereof to the extent such reports otherwise satisfy
such requirements;

(b) as soon as practicable but in any event within 120 days
after the end of each Fiscal Year of the Borrower beginning with
the Fiscal Year ending June 30, 1997 consolidated (and to the
extent that such are being prepared, consolidating) balance
sheets of the Borrower and the Restricted Subsidiaries as at the
end of such year and the related consolidated (and, as to
statements of income and cash flows, if applicable and to the
extent that such are being prepared, consolidating) statements of
income, partners' capital, cash flows and stockholders' equity of
the Borrower and the Restricted Subsidiaries for such Fiscal
Year, setting forth in each case (except in the case of the
financial statements with respect to the Fiscal Year of the
Borrower ending June 30, 1997)in comparative form the
consolidated and, where applicable and to the extent that such
are being prepared, consolidating figures for the previous
Fiscal Year, all in reasonable detail, provided that delivery
within the time period specified above of copies of the Public
Partnership's annual report on Form 10-K prepared in compliance
with the requirements therefor and filed with the Securities and
Exchange Commission shall be deemed to satisfy the requirements
hereof to the extent such reports otherwise satisfy such
requirements, and accompanied by a report thereon of ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ LLP or other independent public accountants of
recognized national standing selected by the Borrower, which
report shall state that such consolidated financial statements
present fairly in all material respects the financial position of
the Borrower and the Restricted Subsidiaries as at the dates
indicated and the results of their operations and cash flows for
the periods indicated in conformity with GAAP applied on a basis
consistent with prior years and that the audit by such
accountants in connection with such consolidated financial
statements has been made in accordance with GAAP;

(c) as soon as available and in any event within 60 days
after the end of each of the first three Fiscal Quarters and
within 120 days after the end of each Fiscal Year, a certificate,
executed by the chief financial Authorized Officer of the
Borrower or Managing General Partner, showing (in reasonable
detail and with appropriate calculations and computations in all
respects satisfactory to the Agent) compliance with the financial

326

covenants set forth in SECTION 8.2.4 and such other information
as may reasonably be requested by the Agent and stating that no
Event of Default exists, or, if any Event of Default exists,
stating the nature and status thereof;

(d) promptly upon receipt thereof, copies of all reports,
management letters and other detailed information (if any)
prepared with respect to the Borrower or any Subsidiary by any
independent public accountant in connection with each annual or
interim audit of such Person;

(e) as soon as possible and in any event within three
Business Days after knowledge of the occurrence of each Default,
a statement of the chief financial Authorized Officer of the
Borrower setting forth details of such Default and the action
which the Borrower has taken and propose to take with respect
thereto;

(f) as soon as possible and in any event within three
Business Days after (x) the occurrence of any material adverse
development with respect to any litigation, action, proceeding,
or labor controversy described in SECTION 7.7 or (y) the
commencement of any labor controversy, litigation, action,
proceeding of the type described in SECTION 7.7, notice thereof
and copies of all documentation relating thereto;

(g) within five Business Days after the sending or filing
thereof, all reports, registration statements and prospectuses
which either the Borrower, the Managing General Partner or the
Public Partnership files with the Securities and Exchange
Commission or any national securities exchange;

(h) immediately upon becoming aware of the institution of
any steps by the Borrower or any other Person to terminate any
Pension Plan, or the failure to make a required contribution to
any Pension Plan if such failure is sufficient to give rise to a
Lien under section 302(f) of ERISA, or the taking of any action
with respect to a Pension Plan which could result in the
requirement that the Borrower furnish a bond or other security to
the PBGC or such Pension Plan, or the occurrence of any event
with respect to any Pension Plan which could result in the
incurrence by the Borrower of any material liability, fine or
penalty, or any material increase in the contingent liability of
the Borrower with respect to any post-retirement Welfare Plan
benefit, notice thereof and copies of all documentation relating
thereto or any assertion against the Borrower or any Subsidiary
or any member of the Controlled Group of withdrawal liability of
any Multiemployer Plan; and

(i) within 60 Business Days after each Fiscal Quarter end,
a certificate setting forth the net proceeds from Asset
Dispositions, the application of such proceeds as permitted under

327

SECTION 8.2.8, and the mandatory prepayments made as required by
SECTION 3.1(c); and

(j) such other information respecting the condition or
operations, financial or otherwise, of the Borrower or any
Subsidiary as any Lender through the Agent may from time to time
reasonably request.

SECTION 8.1.2 COMPLIANCE WITH LAWS, ETC. The Borrower will, and
will cause each of its Restricted Subsidiaries to, comply in all
material respects with all applicable laws, rules, regulations and
orders, such compliance to include (without limitation):

(a) the maintenance and preservation of its existence and
qualification as a foreign corporation or partnership; PROVIDED,
HOWEVER, that nothing in this Section 8.1.2 shall prevent the
loss of the existence of any such Subsidiary or any such right or
franchise if such loss is, in the judgment of the Borrower, both
desirable in the conduct of business of the Borrower and its
Subsidiaries, taken as a whole, and not disadvantageous in any
material respect to the Lenders individually or in the aggregate
through a series of related transactions; and

(b) the payment, before the same become delinquent, of all
material taxes, assessments and governmental charges imposed upon
it or upon its property except in each case (1) to the extent
being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with
GAAP shall have been set aside on its books or (2) where the
failure to do so would not reasonably be expected to have a
material adverse effect on the condition (financial or otherwise)
operations, assets, business or properties of the Borrower and
its Subsidiaries taken as a whole.

SECTION 8.1.3 MAINTENANCE OF PROPERTIES. The Borrower will, and
will cause each of its Subsidiaries to, maintain, preserve, protect
and keep its properties in good repair, working order and condition,
and make necessary and proper repairs, renewals and replacements so
that its business carried on in connection therewith may be properly
conducted at all times unless the Borrower determines in good faith
that the continued maintenance of any of its properties is no longer
economically desirable.

SECTION 8.1.4 INSURANCE. The Borrower will, and will cause each
of its Restricted Subsidiaries to, maintain or cause to be maintained
with responsible insurance companies, insurance, including self
insurance, with respect to its properties and business against such
casualties and contingencies and of such types and in such amounts as
is financially reasonable and customarily obtained by corporations or
partnerships similarly situated.

328

SECTION 8.1.5 BOOKS AND RECORDS. The Borrower will, and will
cause each of its Subsidiaries to, keep books and records which
accurately reflect all of its business affairs and transactions.

SECTION 8.1.6 INSPECTION. The Borrower shall permit the
representatives of each Lender, at the expense of the Borrower at any
time when a Default or Event of Default has occurred and is in
existence and otherwise representatives of any Lender with a
Commitment of not less than $10,000,000 with prior written notice at
the expense of such Lender, to visit and inspect during normal
business hours any of the properties of the Borrower or any Restricted
Subsidiary, to examine all their respective books of account, records,
reports and other papers, to make copies and extracts therefrom, and
to discuss their respective affairs, finances and accounts with their
respective officers, employees and independent public accountants all
at such reasonable times and intervals and as often as may be
reasonably requested. The Borrower hereby authorizes the Borrower's
and Restricted Subsidiaries' independent accountants, and shall upon
such request deliver a letter to the Borrower's and the Restricted
Subsidiaries' independent public accountants authorizing them, to
reply to and comply with the provisions of this SECTION 8.1.6.

SECTION 8.1.7 ENVIRONMENTAL COVENANT. The Borrower will, and
will cause each of its Subsidiaries to,

(a) use and operate all of its facilities and properties in
material compliance with all Environmental Laws, keep all
material necessary permits, approvals, certificates, licenses and
other authorizations relating to environmental matters in effect
and remain in material compliance therewith, and handle all
Hazardous Materials in material compliance with all applicable
Environmental Laws;

(b) immediately notify the Agent and provide copies upon
receipt of all material written claims, complaints, notices or
inquiries relating to the condition of its facilities and
properties or compliance with Environmental Laws, and shall
promptly cure and have dismissed with prejudice to the
satisfaction of the Agent any actions and proceedings relating to
compliance with Environmental Laws except to the extent being
diligently contested in good faith by appropriate proceedings and
for which adequate reserves in accordance with GAAP shall have
been set aside on its books; and

(c) provide such information and certifications which the
Agent may reasonably request from time to time to evidence
compliance with this SECTION 8.1.7.

SECTION 8.1.8 RANKING/SECURITY. The Borrower will cause the
Obligations to be secured and rank pari passu with the Private
Placement Debt and the Parity Debt. All of the accounts receivable,
inventory, customer storage tanks of the Borrower and the Restricted

329

Subsidiaries created or acquired after the date hereof (except tanks
financed pursuant to clause (e), (f) and (g) in SECTION 8.2.2) and the
General Collateral will be pledged to secure the Parity Debt, the
Private Placement Debt and the Obligations. In the event that the
Borrower obtains or creates any Restricted Subsidiaries (after the
date hereof), the Borrower shall cause each such Restricted Subsidiary
to issue a guarantee of the Obligations, Private Placement Debt and
Parity Debt and each such guarantee will be in favor of the Collateral
Agent and secured by all the Collateral of such Restricted Subsidiary.

SECTION 8.1.9 CLEAN DOWN PERIOD. The Borrower, for a period of
thirty consecutive days during each Fiscal Year, will make a repayment
of the aggregate outstanding principal amount of all Working Capital
Loans, if any, in an amount sufficient so as to cause such aggregate
outstanding principal amount not to exceed $10,000,000.

SECTION 8.2 NEGATIVE COVENANTS. The Borrower agrees with the
Agent and each Lender that, until all Commitments have terminated and
all Obligations have been paid and performed in full, the Borrower
will perform the obligations set forth in this SECTION 8.2.

SECTION 8.2.1 BUSINESS ACTIVITIES. The Borrower will not, nor
will it permit any of its Restricted Subsidiaries to, engage in any
material line of business, except those described in the FIRST RECITAL
and such activities as may be incidental or related thereto.

SECTION 8.2.2 INDEBTEDNESS. The Borrower will not, nor will it
permit any of its Restricted Subsidiaries to, create, incur, assume or
suffer to exist or otherwise become or be liable in respect of any
Indebtedness, other than, without duplication, the following:

(a) Indebtedness identified on Item 8.2.2(a) of the
Disclosure Schedule and other Indebtedness existing on the
Closing Date not to exceed $15,000,000;

(b) Indebtedness evidenced by the Obligations;

(d) additional Indebtedness of the Borrower and its
Restricted Subsidiaries which is incurred in connection with
additions, improvements or repairs (which may be capitalized on
the Borrower's books in accordance with GAAP) of or additions to
the assets of the Borrower (which may be secured equally and
ratably with the Obligations), and which does not, at any time,
in the aggregate exceed an amount equal to the net proceeds of
any partnership interests sold by the Borrower or capital
contributions received by the Borrower designated to finance such
additions, repairs or improvements;

(e) additional secured Indebtedness incurred in connection
with capital lease obligations provided that (1) security shall

330

extend only to such property or asset, (2) the obligation
incurred does not exceed the fair market value of such property
or asset (each as determined in good faith by the Board of
Directors of the Managing General Partner), and (3) after giving
effect to such debt the Borrower could incur at least $1 of
additional Indebtedness pursuant to the incurrence test in clause
(h) below;

(f) additional secured Indebtedness incurred in connection
with purchase money obligations provided that (1) security shall
extend only to such property or asset, (2) the obligation
incurred does not exceed 85% of the fair market value of such
property or asset (as determined in good faith by the Board of
Directors of the Managing General Partner), and (3) after giving
effect to such debt, the Borrower could incur at least $1 of
additional Indebtedness pursuant to the incurrence test in clause
(h);

(g) additional secured Indebtedness incurred to pay all or
a portion of the purchase price of property acquired by the
Borrower or to secure obligations incurred in consideration of
non-compete agreements, provided that (1) security shall extend
only to the property or assets acquired, (2) such obligation does
not exceed 85% of the fair market value of such property or
asset, or 35% in the case of non-compete obligations (each as
determined in good faith by the Board of Directors of the
Managing General Partner), and (3) after giving effect to such
Indebtedness the Borrower could incur at least $1 of additional
Indebtedness pursuant to the incurrence test in clause (h) below;

(h) additional Indebtedness of the Borrower and its
Restricted Subsidiaries in excess of Indebtedness permitted by
clause (a)-(g) above, if (a) the pro forma Consolidated Cash Flow
Coverage of Debt Service (including the Indebtedness to be
incurred and the repayment of any debt being refinanced and
repaid) is greater than 2.50 (as at the end of the last Fiscal
Quarter but giving effect to such additional Indebtedness as set
forth in the definition of "Consolidated Cash Flow Coverage of
Debt Service"), (b) the pro forma Consolidated Cash Flow Coverage
of Maximum Debt Service (including the Indebtedness to be
incurred and the repayment of any debt being refinanced and
repaid) is greater than 1.25 (as at the end of the last Fiscal
Quarter but giving effect to such additional Indebtedness as set
forth in the definition of "Consolidated Cash Flow Coverage of
Maximum Debt Service"), and (c) the total funded Indebtedness
(including the Indebtedness to be incurred) to pro forma
Consolidated Cash Flow (as at the end of the last Fiscal Quarter
but giving effect to such additional Indebtedness as set forth in
the definition below) is less than 4.75:1.00 if prior to December
31, 1997, 4.50:1.00 if thereafter but prior to December 31, 1998,
and 4.25:1.00 thereafter. Such additional Indebtedness under

331

this clause (h) may be secured equally and ratably with the
Obligations.

(i) additional unsecured Indebtedness of the Borrower or
its Restricted Subsidiaries owing to either General Partner or an
Affiliate of either General Partner, provided that such
Indebtedness (a) does not exceed $20,000,000 in the aggregate at
any time outstanding, and (b) is created under an agreement
substantially in the form attached hereto as EXHIBIT N, FORM OF
INTERCOMPANY NOTE, pursuant to which such Indebtedness is
subordinated to the Obligations;

(j) any Restricted Subsidiary may become liable with
respect to Indebtedness owing to the Borrower or to another
Restricted Subsidiary; provided that such Indebtedness is created
under an agreement substantially in the form attached hereto as
EXHIBIT N, FORM OF INTERCOMPANY NOTE, pursuant to which such
Indebtedness is subordinated to the Obligations;

(k) the Borrower and any Restricted Subsidiary may become
liable with respect to certain pre-existing Indebtedness relating
to any Person (including any Restricted Subsidiary), business or
assets acquired by the Borrower and its Restricted Subsidiaries,
provided that: (a) no Default or Event of Default shall have
occurred and be continuing, (b) such Indebtedness was not
incurred in anticipation of the acquisition of such Person,
business or assets, and (c) either (i) the sum of (y) such
Indebtedness and (z) the then outstanding Acquisition Loans shall
not exceed the greater of $75,000,000 or 40% of Consolidated Net
Worth as of the date of incurrence, or (ii) after giving effect
to such Person becoming a Restricted Subsidiary or the
acquisition of such business or assets, the Borrower and its
Restricted Subsidiaries could incur at least $1 of additional
Indebtedness subject to the incurrence test in (h) above (it
being understood for purposes of this SECTION 8.2.2(k) that any
Indebtedness which, on the date of acquisition of any Person,
Business or Assets, could be incurred under either the foregoing
clause (i) or (ii) of this SECTION 8.2.2(k), shall be deemed to
have been incurred under clause (ii) of this SECTION 8.2.2(k);

(l) Indebtedness pursuant to Interest Rate Agreements; and

(m) Indebtedness pursuant to Commodity Hedging Agreements.

Notwithstanding the foregoing, the aggregate outstanding
principal amount of all Indebtedness (other than obligations
under guarantees in favor of holders of Parity Debt, the Private
Placement Debt and the Obligations) of Restricted Subsidiaries
shall not exceed $10,000,000.

332

Furthermore, if no Default or Event of Default shall have
occurred and be continuing, the provisions of this Section will
not prevent the Borrower and its Restricted Subsidiaries from:

(i) becoming liable for Indebtedness secured equally
and ratably with the Obligations incurred for the purpose of
extending, renewing, refunding or refinancing the Private
Placement Debt or the Parity Debt, provided that (1) the
principal amount of such Indebtedness shall not exceed the
principal amount of the Private Placement Debt or the Parity
Debt being extended, renewed, refunded or refinanced
together with any accrued interest and premium with respect
thereto and any costs and expenses related to such renewal,
refunding or refinancing and (2) such Indebtedness (x) shall
not mature prior to the stated maturity of the Parity Debt
so exchanged or refinanced and (y) shall have an average
life equal to or greater than the remaining average life of
the Parity Debt so exchanged or refinanced;

(ii) becoming liable for unsecured Indebtedness
incurred for the purpose of extending, renewing, refunding
or refinancing, the Private Placement Debt or Parity Debt or
other Indebtedness provided that (1) the principal amount of
such unsecured Indebtedness to be incurred shall not exceed
the principal amount of the Parity Debt or other
Indebtedness being extended, renewed, refunded or refinanced
together with any accrued interest and premium with respect
thereto and any costs and expenses related to such
extension, renewal, refunding or refinancing and (2) such
Indebtedness (x) shall not mature prior to the stated
maturity of the Parity Debt or other Indebtedness so
exchanged or refinanced and (y) shall have an average life
equal to or greater than the remaining average life of the
Parity Debt or other Indebtedness so exchanged or
refinanced; and

(iii) becoming liable for secured Indebtedness other
than the Private Placement Debt or Parity Debt incurred for
the purpose of extending, renewing, refunding or refinancing
permitted secured Indebtedness other than the Private
Placement Debt or Parity Debt provided that (1) the
principal amount of such secured Indebtedness to be incurred
shall not exceed the principal amount of the secured
Indebtedness being extended, renewed, refunded or refinanced
together with any accrued interest and premium with respect
thereto and any costs and expenses related to such
extension, renewal, refunding or refinancing, (2) such
Indebtedness (x) shall not mature prior to the stated
maturity of the Indebtedness so exchanged or refinanced and
(y) shall have an average life equal to or greater than the
remaining average life of the Indebtedness so exchanged or

333

refinanced, and (3) the security therefor shall not be
increased.

SECTION 8.2.3 LIENS. The Borrower will not, nor will it permit
any of its Restricted Subsidiaries to, create, incur, assume or suffer
to exist any Lien upon any of its property, revenues or assets,
whether now owned or hereafter acquired, except:

(a) Liens in the Collateral created in favor of the
Collateral Agent for the benefit of the Lenders, the Private
Placement Debt holders, the holders of other Parity Debt and the
counterparties to Interest Rate Agreements;

(b) Liens in favor of holders of certain specified
permitted secured Indebtedness pursuant to clauses (a), (e), (f),
(g), (k) and (m) of SECTION 8.2.2 and extensions, renewals,
refundings or refinancings thereof permitted pursuant to (i) of
the last section of SECTION 8.2.2; provided that Liens with
respect to Indebtedness permitted pursuant to clause (a) shall be
in existence on the date hereof and Liens with respect to
Indebtedness; pursuant to clause (m) may not attach to any
property other than commodities subject to the applicable
Commodity Hedging Agreement and cash held in margin accounts
related directly thereto; and

(c) Liens for taxes, assessments or other governmental
charges or levies not at the time delinquent or thereafter
payable without penalty or being diligently contested in good
faith by appropriate proceedings and for which adequate reserves
in accordance with GAAP shall have been set aside on its books;

(d) Liens of carriers, warehousemen, mechanics, materialmen
and landlords incurred in the ordinary course of business for
sums not overdue or being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in
accordance with GAAP shall have been set aside on its books;

(e) Liens incurred in the ordinary course of business in
connection with workmen's compensation, unemployment insurance or
other forms of governmental insurance or benefits, or to secure
performance of tenders, statutory obligations, leases and
contracts (other than for borrowed money) entered into in the
ordinary course of business or to secure obligations on surety or
appeal bonds;

(f) judgment Liens (1) in existence less than 15 days after
the entry thereof or (2) with respect to which execution has been
stayed or (3) the payment of which is covered in full (subject to
a customary deductible or co-insurance amount) by insurance
maintained with responsible insurance companies not exceeding
$100,000 at any time in existence.

334

(g) Liens on property or assets of any Restricted
Subsidiary securing indebtedness of such Restricted Subsidiary to
the Borrower or any other Restricted Subsidiary;

(h) Liens incurred in connection with self insurance
arrangements;

(i) Liens incidental to the conduct of its business or
ownership of its assets which were not incurred in connection
with the borrowing of money and which do not materially impair
the use thereof by the Borrower or any Restricted Subsidiary;

(j) leases or subleases granted to others, zoning
restrictions, easements, licenses, reservations, rights-of-way,
restrictions on the use of property or irregularities of title
and other similar changes, encumbrances and Liens which do not
materially impair the use thereof by the Borrower as any
Restricted Subsidiaries;

(k) Liens securing Indebtedness described in Item 8.2.2(a)
and other Liens described on ITEM 8.2.3 ("Liens") to the
Disclosure Schedule;

(l) Liens continued on renewals or extension of
Indebtedness previously secured so long as the principal amounts
of the Indebtedness secured thereby are not increased;

provided, however, that Liens on real estate shall be limited to real
estate acquired after the date hereof securing Indebtedness not in
excess of $5,000,000 per Fiscal Year.

SECTION 8.2.4 FINANCIAL CONDITION. The Borrower shall not
permit

(a) the Total Funded Indebtedness (less the amount of cash
in hand with the Borrower and its Restricted Subsidiaries in
excess of $1,000,000 but not in excess of $10,000,000) to
Consolidated Cash Flow Ratio as at the end of any Fiscal Quarter
to be greater than 4.75:1 at any time on or before December 31,
1997, 4.50:1 at any time thereafter on or before December 31,
1998 and 4.25:1 at any time thereafter, PROVIDED the Borrower may
take into consideration actual cash on hand in the amount of no
less than $1,000,000 nor more than $10,000,000 for purposes of
calculations pursuant to this paragraph.

(b) the ratio of Consolidated Cash Flow to consolidated
Interest Expense as at the end of any Fiscal Quarter to be less
than 2.00:1 at any time prior to December 31, 1997, 2.25:1 any
time thereafter on or before December 31, 1998 and 2.50:1 at any
time thereafter.

335

Notwithstanding any provision in the definition of "Consolidated Cash
Flow", for the purpose clause (a) and (b)of this SECTION 8.2.4 only,
Consolidated Cash Flow shall be calculated, for any period ending on
or after December 31, 1997, on a rolling eight quarter basis divided
by two or on a rolling four quarter basis, whichever is greater.

SECTION 8.2.5 INVESTMENTS. Neither the Borrower nor any of its
Restricted Subsidiaries will purchase or own any stock or other
securities of any other person, make any acquisitions or make loans or
capital contributions to or guarantee the obligations of any other
person (other than guarantees that would be permitted as Indebtedness
under SECTION 8.2.2) or make any other Investments, except:

(a) investments, advances and loans by the Borrower to any
Restricted Subsidiary and investments, advances or loans to the
Borrower by any Restricted Subsidiary;

(b) extensions of trade credit and advances to third
parties in the ordinary course of business;

(c) loans and advances to officers and employees in the
ordinary course of business in amounts not in excess of
$2,500,000 at any time outstanding;

(d) investments received in connection with the exercise of
customary creditors' rights upon default;

(e) guarantees (excluding guarantees of Indebtedness)
undertaken in the ordinary course of business;

(f) investments in Interest Rate Agreements and Commodity
Hedging Agreements;

(g) investments in short-term, high quality marketable
securities;

(h) investments in capital stock or other equity interests,
but only if, upon completion of such transactions, the issuer of
such equity interests becomes a Restricted Subsidiary;

(i) investments (other than those included in (h) above) in
the capital stock of, or joint venture, partnership or other
equity interests in, or the contributions to capital in the
ordinary course of business of, its Unrestricted Subsidiaries up
to a maximum of $20,000,000 annually and on a cumulative basis,
no more than 20% of Consolidated Net Worth, in each case, to be
increased by the net proceeds of any partnership interests sold
by the Borrower or capital contributions received by the
Borrower from the Managing General Partner designated to finance
such investments in each case, without duplication, net of any
cash distributions received from all Unrestricted Subsidiaries
for such period; and

336

(j) acquisitions so long as after any acquisition the
Borrower shall be in pro forma compliance with the covenants and
after any acquisition in excess of $15,000,000 the Borrower shall
deliver a certificate demonstrating such compliance and so long
as the Required Lenders shall consent (which consent shall not be
unreasonably withheld) to any acquisition in excess of
$25,000,000 if the outstanding Acquisition Loans exceed
$40,000,000.

SECTION 8.2.6 RESTRICTED PAYMENTS, ETC.

(a) The Borrower will not make any Restricted Payment, other
than dividend payments needed to pay the tax liability and legal,
accounting and other professional fees and expenses of the
Managing General Partner if (i) there exists a Default or an
Event of Default or if after giving effect to such Restricted
Payment a Default or an Event of Default would exist, or (ii) the
pro forma ratio of the Coverage Test is less than 2.00 if prior
to December 31, 1997, 2.25 if thereafter but prior to December
31, 1998, or 2.50 thereafter, for the period of four Fiscal
Quarters immediately preceding the date of such Restricted
Payment. Other than this restriction, the Borrower may make
quarterly Restricted Payments in an amount not to exceed
Available Cash in the preceding Fiscal Quarter. Upon
satisfaction of the Coverage Test and subsequent declaration by
the Borrower, Restricted Payments must be made within 60 days and
if the payment would have been permitted as of the date of such
declaration, such payment shall be permitted if made during such
60 day period. Notwithstanding the foregoing provisions of this
section, no payment made by the Borrower on the Closing Date and
referred to in the Registration Statement shall be deemed to
constitute a Restricted Payment.

(b) The Borrower will not, and will not cause or permit any
Restricted Subsidiary to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any
consensual encumbrance or restriction on the ability of such
Restricted Subsidiary to (a) pay dividends or make any other
distributions on or in respect of its capital stock, or pay any
indebtedness owed to the Borrower, (b) make loans or advances to
the Borrower or (c) transfer any of its properties or assets to
the Borrower, except for such encumbrances or restrictions
existing under or by reason of customary non-assignment
provisions in any lease governing a leasehold interest or other
contract entered into in the ordinary course of business
consistent with past practices.

SECTION 8.2.7 CONSOLIDATION, MERGER, ETC. The Borrower will
not, and will not permit any of its Subsidiaries to, merge or
consolidate with any Person and the Borrower will not, and will not
permit, any Restricted Subsidiary to, transfer all or substantially
all its assets to any Person, except

337

(a) any Restricted Subsidiary may consolidate with or
merge into or transfer all or substantially all of its assets to
the Borrower or any other Restricted Subsidiary;

(b) any entity may consolidate with or merge into the
Borrower or a Restricted Subsidiary if the Borrower or a
Restricted Subsidiary is the surviving entity and after giving
effect to such transaction (a) the Borrower's Consolidated Net
Worth shall not be less than its Consolidated Net Worth
immediately prior to such transaction (without regard to purchase
accounting adjustments), (b) neither the Borrower nor any of its
Subsidiaries shall be liable with respect to Indebtedness or
allow its property to be subject to any Lien which is not
permitted hereby, (c) the Borrower can incur at least $1 of
additional Indebtedness pursuant to clause (h) under SECTION
8.2.2.; PROVIDED, HOWEVER, this provision (b)(c) shall not apply
if the consolidating or merging Person has no outstanding
Indebtedness, (d) substantially all of the assets and business of
the Borrower and its Restricted Subsidiaries are located in the
U.S., and (e) at the time of such merger or consolidation, and
after giving effect thereto, no Default or Event of Default shall
exist; and

(c) the Borrower may consolidate or merge with another
Person or transfer all or substantially all its assets to another
entity if (a) the surviving or transferee entity is a corporation
or limited partnership organized under U.S. law and such entity
assumes all of the obligations under the Agreement and the
Security Documents and delivers a legal opinion reasonably
acceptable to Required Lenders to the effect that the assumption
agreement has been duly authorized, executed and delivered by and
is enforceable against the successor; and (b) after giving effect
to such transaction: (i) such entity shall not have a
consolidated net worth of less than the Consolidated Net Worth of
the Borrower immediately prior to such transaction (without
regard to purchase accounting adjustments); (ii) such entity
shall not be liable with respect to Indebtedness or allow its
property to be subject to any Lien which is not permitted hereby;
(iii) such entity can incur at least $1 of additional
Indebtedness pursuant to clause (h) under SECTION 8.2.2;
PROVIDED, HOWEVER, this provision (c)(iii) shall not apply if the
consolidating or merging entity has no outstanding Indebtedness;
(iv) substantially all the assets and business of such entity are
located in the U.S.; and (v) at the time of such merger,
consolidation, sale or other transaction no Default or Event of
Default shall exist.

SECTION 8.2.8 ASSET DISPOSITIONS, ETC. Except in connection
with a transaction permitted under SECTION 8.2.7, and investments in
Restricted Subsidiaries or Unrestricted Subsidiaries permitted under
SECTION 8.2.5 neither the Borrower nor any of its Restricted
Subsidiaries may sell or dispose of any portion of its property

338

(excepting abandonment, sale of inventory or other dispositions in the
ordinary course of business), or sell equity interests in any
Restricted Subsidiary to any third party (all of the foregoing are
herein called "ASSET DISPOSITIONS"), unless:

(a) immediately before and after giving effect to such
transaction, no Default or Event of Default shall exist or be
continuing;

(b) an amount equal to the net after-tax proceeds from such
Asset Dispositions in excess of $7,500,000 per fiscal year and
$30,000,000 over the life of the Agreement have been spent within
90 days before the sale of such assets or are committed to be
expended within 365 days after the sale of such assets for assets
in the United States in a line of business as described in
SECTION 8.2.1 and which assets, to the extent the assets so sold
constituted a portion of the General Collateral, shall be added
to the Collateral, or for the making of (or offering to make) pro
rata principal payments on the Parity Debt, the Private Placement
Debt (including any premium that may be due thereon in connection
with any such prepayment) and the Obligations (to the extent
prepayment is as a result of such Asset Disposition as required
by the terms hereof) and a certificate has been received by the
Agent attesting to the receipt of fair value for the assets, as
determined by the Board of Directors of the Managing General
Partner, and to the proper application of the proceeds, and

(c) 70% or more of the consideration received is in the
form of cash or marketable securities; PROVIDED HOWEVER, that the
amount of (1) any liabilities (as shown on the Borrower's or such
Restricted Subsidiary's most recent balance sheet or in the notes
thereto) of the Borrower or any Restricted Subsidiary (other than
liabilities that are by their terms subordinated in right of
payment to the Obligations) that are assumed by the transferee of
any such assets and (2) any notes or other obligations received
by the Borrower or any such Restricted Subsidiary from such
transferee that are promptly converted into cash (to the extent
of the cash received), shall be deemed to be cash for the
purposes of this clause (c) and provided further that any sale of
assets not in excess of $1,000,000 may be made for a cash
consideration (subject to the same assumptions) not less than 25%
of the consideration therefor.

Dispositions of Collateral made in accordance with this section
shall be made free and clear of the liens securing the Parity
Debt.

Notwithstanding the foregoing, the Borrower and its Restricted
Subsidiaries may sell or dispose of (i) real property assets sold
or disposed of within 12 months of the acquisition of such
assets, and (ii) all other assets sold or disposed of within 6
months of the acquisition of such assets, in each case

339

constituting a portion of an acquired business, if (y) such
assets are specifically designated to the Agent in writing at the
time of acquisition or within 30 business days thereafter as
assets designated to be disposed of, and (z) a certificate of the
Managing General Partner has been received by the Collateral
Agent attesting to the receipt of fair value for the assets. Such
sales under this paragraph will NOT be applied towards the annual
or cumulative limitations in the preceding paragraph.

Notwithstanding the foregoing, the Borrower may at any time
exchange assets for other like assets in a line of business in
which the partnership or its Restricted Subsidiaries are engaged
provided the fair market values of the assets included in such
exchange are substantially equivalent and the total book value of
assets exchanged in (i) any such transaction shall not exceed
7.5% of then consolidated total assets of the Borrower, (ii) all
such transactions in any one year shall not exceed 15% of then
consolidated total assets of the Borrower or (iii) all such
transactions after the date of the Agreement shall not exceed 30%
of then consolidated total assets of the Borrower. With respect
to the exchange of assets in any one transaction in excess of
$10,000,000, a fairness opinion satisfactory to the Required
Lenders shall be obtained.

SECTION 8.2.9 MODIFICATION OF CERTAIN AGREEMENTS. The Borrower
will not consent to any amendment, supplement or other modification of
any of the terms or provisions contained in, or applicable to, any
document or instrument evidencing or applicable to the Private
Placement Debt, which increases any amount payable thereunder or
shortens the terms thereof or increases any installment or required
prepayment.

SECTION 8.2.10 TRANSACTIONS WITH AFFILIATES. Except for the
transactions or conduct effected pursuant to the Operative Agreements
as in effect on the Closing Date or any other transactions or conduct
described in or contemplated by the Registration Statement or listed
in ITEM 8.2.10 ("TRANSACTIONS WITH AFFILIATES"), the Borrower will
not, and will not permit any Restricted Subsidiary to, directly or
indirectly, engage in any transaction with any Affiliate, including,
without limitation, the purchase, sale or exchange of assets or the
rendering of any service, to the Borrower's or such Restricted
Subsidiary's business except upon fair and reasonable terms that are
no less favorable to the Borrower or such Restricted Subsidiary, as
the case may be, than those which might be obtained in an arm's-length
transaction at the time such transaction is agreed upon from Persons
which are not such an Affiliate, provided that the foregoing
limitations and restrictions shall not apply to any transaction
between the Borrower and any Restricted Subsidiary or between
Restricted Subsidiaries, or to loans and advances to officers and
employees made in the ordinary course of business up to $2,500,000 at
any time outstanding.

340

SECTION 8.2.11 NEGATIVE PLEDGES, RESTRICTIVE AGREEMENTS, ETC.
The Borrower will not, and will not permit any of its Subsidiaries to,
enter into any agreement (excluding this Agreement, any other Loan
Document and any agreement governing any Indebtedness permitted
herein) prohibiting the creation or assumption of any Lien upon its
properties, revenues or assets, whether now owned or hereafter
acquired, or the ability of the Borrower or any other Obligor to amend
or otherwise modify this Agreement or any other Loan Document.

SECTION 8.2.12 LIMITATION ON ISSUANCE OF SUBSIDIARY STOCK.
Except as otherwise permitted herein, the Borrower shall not permit
any of its Restricted Subsidiaries to, directly or indirectly, issue,
contingently or otherwise, any shares of such Subsidiary's Capital
Stock, warrants, rights or options to purchase or acquire shares of
such Subsidiary's Capital Stock except to the Borrower or any of its
Subsidiaries.

SECTION 8.2.13 OPERATING LEASES. The Borrower will not enter
into, or permit any Restricted Subsidiaries to enter into operating
leases requiring aggregate payments in excess of $15,000,000 in any
Fiscal Year.

SECTION 8.2.14 RESTRICTED SUBSIDIARIES. The Borrower may
designate any Restricted Subsidiary or newly acquired or formed
subsidiary as an Unrestricted Subsidiary or any Unrestricted
Subsidiary or newly acquired or formed subsidiary as a Restricted
Subsidiary, in each case subject to satisfaction of the following
conditions:

(i) immediately before and after giving effect to such
designation, no Default or Event of Default shall exist and
be continuing;

(ii) the Borrower would have been in compliance as at
the end of the last Fiscal Quarter as if such designation
had taken place as at the commencement of the four Fiscal
Quarter period ending at such Fiscal Quarter end;

(iii) the designation of Unrestricted Subsidiaries
after the date of the Agreement shall not exceed at any time
5% of the Borrower's consolidated assets;

(iv) after giving effect to such designation, (y) the
Borrower would be permitted to incur at least $1 of
additional Indebtedness in accordance with the provisions
of clause (h) of SECTION 8.2.2. other than in the case of a
designation of an Unrestricted Subsidiary that does not have
any Indebtedness as a Restricted Subsidiary, and (z) the
Borrower and its Restricted Subsidiaries would not be liable
with respect to any Indebtedness or guarantee, would not own
any Investments and their property would not be subject to

341

any Lien not permitted by the terms of SECTION 8.2.2,
SECTION 8.2.3 and SECTION 8.2.5,

(v) in the case of a designation as an Unrestricted
Subsidiary, (x) if such designation (and all other prior
designations of Restricted Subsidiaries or newly acquired or
formed Subsidiaries as Unrestricted Subsidiaries during the
then current Fiscal Year) were deemed to constitute a sale
by the Borrower of all the assets (other than cash in the
case of newly acquired or newly formed businesses) of the
Subsidiary so designated, such sale would be in compliance
with section (a) of SECTION 8.2.8 and (y) if such
designation (and all other prior designations of Restricted
Subsidiaries or newly acquired or formed Subsidiaries as
Unrestricted Subsidiaries during the current fiscal year)
were deemed to constitute an Investment by the Borrower in
respect of all the assets of the Borrower so designated,
such Investment would be in compliance with section (h) of
SECTION 8.2.5 in each case with the net proceeds of such
sale or the amount of such Investment being deemed to equal
the net book value of such assets in the case of a
Restricted Subsidiary or the cost of acquisition or
formation in the case of a newly acquired or formed
Subsidiary, PROVIDED, that this subdivision (v) shall not
apply to an acquisition or formation by the Borrower or a
Restricted Subsidiary of a newly acquired or formed
Unrestricted Subsidiary to the extent such acquisition or
formation (1) is funded solely by the net cash proceeds
received by the Borrower from either General Partner or the
Public Partnership as a capital contribution or as
consideration for the issuance by the Borrower of additional
partnership interests or (2) the assets involved in such
acquisition are acquired in exchange for additional
partnership interests of the Borrower or the Public
Partnership;

(vi) in the case of a designation of a Restricted
Subsidiary as an Unrestricted Subsidiary, such Restricted
Subsidiary shall not have been an Unrestricted Subsidiary
prior to being designated a Restricted Subsidiary;

(vii) the Borrower shall deliver to each Lender, within
20 Business Days after any such designation, an Officer's
Certificate stating the effective date of such designation
and stating that the foregoing conditions have been
satisfied. Such certificate shall be accompanied by a
schedule setting forth in reasonable detail the calculations
demonstrating compliance with such conditions, where
appropriate; and

(viii) in the case of the designation of any
Unrestricted Subsidiary as a Restricted Subsidiary, such new

342

Restricted Subsidiary shall be deemed to have (a) made or
acquired all Investments owned by it and (b) incurred all
Indebtedness owing by it and all Liens to which it or any of
its properties are subject, on the date of such designation.

SECTION 8.2.15 ORGANIC DOCUMENTS. The Borrower will not, and
will not permit any Subsidiary, to alter any Organic Document of such
entity in any manner which would have a material adverse effect on the
condition (financial or otherwise), operations, assets, business, or
properties of the Borrower and its Subsidiaries taken as a whole.

SECTION 8.2.16 CORNERSTONE SALES & SERVICE CORPORATION. The
Borrower shall not make any Investment in nor extend any Indebtedness
to Cornerstone Sales & Service Corporation if all Investments therein
(less returns of capital thereon other than dividends and noncapital
distributions) plus all such outstanding Indebtedness, taken together,
would at any time be in the aggregate greater than $10,000,000.

ARTICLE IX

EVENTS OF DEFAULT

SECTION 9.1 LISTING OF EVENTS OF DEFAULT. Each of the
following events or occurrences described in this SECTION 9.1 shall
constitute an "EVENT OF DEFAULT".

SECTION 9.1.1 NON-PAYMENT OF OBLIGATIONS. The Borrower shall
default in the payment or prepayment when due of any principal of any
Loan, or the Borrower shall default (and such default shall continue
unremedied for a period of five Business Days) in the payment when due
of any interest, fee or other Obligation.

SECTION 9.1.2 BREACH OF WARRANTY. Any material representation
or warranty of the Borrower or any other Obligor made or deemed to be
made hereunder or in any other Loan Document executed by it or any
other writing or certificate furnished by or on behalf of the Borrower
or any other Obligor to the Agent or any Lender for the purposes of or
in connection with this Agreement or any such other Loan Document
(including any certificates delivered pursuant to ARTICLE VI) is or
shall be incorrect when made in any material respect.

SECTION 9.1.3 NON-PERFORMANCE OF OTHER COVENANTS AND
OBLIGATIONS. Any Obligor shall default in the due performance and
observance of any Obligation or agreement contained herein or in any
other Loan Document, and such default shall continue unremedied for a
period of 30 days after actual knowledge thereof by a Responsible
Officer.

SECTION 9.1.4 DEFAULT ON OTHER INDEBTEDNESS. The Borrower or any
Restricted Subsidiary shall default (after notice and the expiration
of any applicable grace period) in the payment of any amount of

343

principal, premium or interest on any Indebtedness (other than the
Notes), or any event shall occur or condition shall exist in respect
of any Indebtedness of the Borrower or any of its Restricted
Subsidiaries (other than the Notes) and the effect of such event or
condition is to cause (or permit the holders of such Indebtedness to
cause) such Indebtedness to become due before its stated maturity, in
each case, if the outstanding principal balance of such Indebtedness
is in excess of $10,000,000 in the aggregate.

SECTION 9.1.5 JUDGMENTS. Any judgment or order for the payment
of money in excess of $10,000,000, net of insurance coverage, shall be
rendered against the Borrower or any Restricted Subsidiary and

(i) such judgment or order is non appealable, has not
been stayed pending appeal, or all rights to appeal such
judgment have expired or been exhausted; and

(ii) such judgment or order shall remain undischarged
for a period of sixty consecutive days after the date due.

SECTION 9.1.6 PENSION PLANS. Any of the following events shall
occur with respect to any Pension Plan

(a) the institution of any steps by the Borrower, any
member of its Controlled Group or any other Person to terminate a
Pension Plan if, as a result of such termination, the Borrower or
any such member could be required to make a contribution to such
Pension Plan, or could reasonably expect to incur a liability or
obligation to the PBGC, in excess of $500,000; or

(b) a contribution failure occurs with respect to any
Pension Plan sufficient to give rise to a Lien under section
302(f) of ERISA.

SECTION 9.1.7 CHANGE IN CONTROL. Any Change in Control shall
occur.

SECTION 9.1.8 BANKRUPTCY, INSOLVENCY, ETC. Any of the following
events shall occur:

(a) filing by or on the behalf of the Borrower or the
Managing General Partner of a voluntary petition or an answer
seeking reorganization, arrangement, readjustment of its debts or
for any other relief under any bankruptcy, reorganization,
compromise, arrangement, insolvency, readjustment of debt,
dissolution or liquidation or similar act or law, state or
federal, now or hereafter existing ("Bankruptcy Law"), or any
action by the Borrower or the Managing General Partner for, or
consent or acquiescence to, the appointment of a receiver,
trustee or other custodian of the Borrower or the Managing
General Partner, or of all or a substantial part of its property;
or the making by the Borrower or the Managing General Partner of

344

any assignment for the benefit of creditors; or the admission by
the Borrower or the Managing General Partner in writing of its
inability to pay its debts as they become due; or

(b) filing of any involuntary petition against the Borrower
or the Managing General Partner in bankruptcy or seeking
reorganization, arrangement, readjustment or its debts or for any
other relief under any Bankruptcy Law and an order for relief by
a court having jurisdiction in the premises shall have been
issued or entered therein; or any other similar relief shall be
granted under any applicable Federal or state law; or a decree or
order of a court having jurisdiction in the premises for the
appointment of a receiver, liquidator, sequestrator, trustee or
other officer having similar powers over the Borrower or the
Managing General Partner or over all or a part of its property
shall have been entered; or the involuntary appointment of an
interim receiver, trustee or other custodian of the Borrower or
the Managing General Partner or of all or a substantial part of
its property; or the issuance of a warrant of attachment,
execution or similar process against any substantial part of the
property of the Borrower or the Managing General Partner and
continuance of any such event for 60 consecutive days unless
dismissed, bonded to the satisfaction of the court having
jurisdiction in the premises or discharged; or

(c) filing by or on the behalf of any Restricted Subsidiary
of a voluntary petition or an answer seeking reorganization,
arrangement, readjustment of its debts or for any other relief
under any Bankruptcy Law, or any action by any Restricted
Subsidiary for, or consent or acquiescence to, the appointment of
a receiver, trustee or other custodian of such Restricted
Subsidiary or of all or a substantial part of its property; or
the making by any Restricted Subsidiary of any assignment for the
benefit of creditors; or the admission by any Restricted
Subsidiary in writing of its inability to pay its debts as they
become due; or

(d) filing of any involuntary petition against any
Restricted Subsidiary in bankruptcy or seeking reorganization,
arrangement, readjustment or its debts or for any other relief
under any Bankruptcy Law and an order for relief by a court
having jurisdiction in the premises shall have been issued or
entered therein; or any other similar relief shall be granted
under any applicable Federal of state law; or a decree or order
of a court having jurisdiction in the premises for the
appointment of a receiver, liquidator, sequestrator, trustee or
other officer having similar powers over any Restricted
Subsidiary or over all or a part of its property shall have been
entered; or the involuntary appointment of an interim receiver,
trustee or other custodian of any Restricted Subsidiary or of all
or a substantial part of its property; or the issuance of a
warrant of attachment, execution or similar process against any

345

substantial part of the property of any Restricted Subsidiary;
and continuance of any such event for 60 consecutive days unless
dismissed, bonded to the satisfaction of the court having
jurisdiction in the premises or discharged; or

(e) taking any action authorizing, or in furtherance of,
any of the foregoing by the Borrower, the Managing General
Partner or any Restricted Subsidiary.

SECTION 9.1.9 IMPAIRMENT OF SECURITY, ETC. Any of the Security
Documents or documents guarantying the Notes shall cease in any
material respect to be in full force and effect or shall be declared
to be null and void in whole or in a material part by the final
judgment (which is non-appealable or has not been stayed pending
appeal or as to which all rights to appeal have expired or have been
exhausted) of a court or other governmental or regulatory authority
having jurisdiction or the validity or enforceability thereof shall be
contested by or on behalf of the Borrower or any Restricted Subsidiary
or the Borrower or any Restricted Subsidiary shall renounce any of the
same or deny that it has any or further liability thereunder.

SECTION 9.1.10 SPLIT-UP. Any order, judgment or decree is
entered in any proceeding against the Borrower decreeing a split-up of
the Borrower which requires the divestiture of assets representing a
substantial part, or the divestiture of the stock of a Restricted
Subsidiary whose assets represent a substantial part, of the
consolidated assets of the Borrower and Subsidiaries (determined in
accordance with GAAP) or which requires the divestiture of assets, or
stock of a Restricted Subsidiary, which shall have contributed a
substantial part of the consolidated Net Income of the Borrower and
the Restricted Subsidiaries for any of the three fiscal years then
most recently ended, and such order, judgment or decree shall not be
dismissed or execution thereon stayed pending appeal or review within
60 days after entry thereof, or in the event of such a stay, such
order, judgment or decree or decree shall not be dismissed within 60
days after such stay expires;

SECTION 9.1.11 PARTNERS. Any change to any Organic Document of
either Partner which would have a material adverse effect on the
condition (financial or otherwise), operations, assets, business, or
properties of the Borrower and its Subsidiaries, taken as a whole.

SECTION 9.2 ACTION IF BANKRUPTCY. If any Event of Default
described in CLAUSE (a), (b) or with respect to the Borrower and
Managing General Partner, (e) of SECTION 9.1.8) shall occur, the
Commitments (if not theretofore terminated) shall automatically
terminate and the outstanding principal amount of all outstanding
Loans and all other Obligations shall automatically be and become
immediately due and payable, without notice or demand.

346

SECTION 9.3 ACTION IF OTHER EVENT OF DEFAULT.

(a) If any Event of Default (other than any Event of
Default described in CLAUSE (a), (b) or with respect to the
Borrower and Managing General Partner, (e) of SECTION 9.1.8)
shall occur for any reason, whether voluntary or involuntary, and
be continuing, the Agent, upon the direction of the Required
Lenders, shall by notice to the Borrower declare all or any
portion of the outstanding principal amount of the Loans and
other Obligations to be due and payable and/or the Commitments
(if not theretofore terminated) to be terminated, whereupon the
full unpaid amount of such Loans and other Obligations which
shall be so declared due and payable shall be and become
immediately due and payable, without further notice, demand or
presentment, and/or, as the case may be, the Commitments shall
terminate.

(b) The right of the Lenders to make any declaration or
acceleration by virtue of an Event of Default described in
SECTION 9.1.1.-9.1.11 (excluding, however, proceedings under
SECTION 9.1.8. relating directly to the Borrower), however is
subject to the condition that if, at, any time before such
declaration, such Event of Default is cured by or for the account
of the Borrower, then in every such case any such default and its
consequences shall be deemed to be annulled, but no such
annulment shall extend to or affect any subsequent default or
impair or exhaust any right or power consequent thereon.

(c) The affirmative vote of Lenders holding at least 66-
2/3% of the outstanding principal amount of the Obligations may
rescind or annul the acceleration at any time, provided that any
Event of Default has been cured.

ARTICLE X

THE AGENT

SECTION 10.1 APPOINTMENT AND AUTHORIZATION. (a) Each Lender
hereby irrevocably (subject to SECTION 10.9) appoints, designates and
authorizes the Agent to take such action on its behalf under the
provisions of this Agreement and each other Loan Document and to
exercise such powers and perform such duties as are expressly
delegated to it by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary contained
elsewhere in this Agreement or in any other Loan Document, the Agent
shall not have any duties or responsibilities, except those expressly
set forth herein, nor shall the Agent have or be deemed to have any
fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall

347

be read into this Agreement or any other Loan Document or otherwise
exist against the Agent.

(b) The Issuer shall act on behalf of the Lenders with
respect to any Letters of Credit issued by it and the documents
associated therewith until such time and (except for so long as the
Agent has agreed herein or may agree at the request of the Required
Lenders) to act for such Issuer with respect thereto; PROVIDED,
HOWEVER, that the Issuer shall have all of the benefits and immunities
(i) provided to the Agent in this ARTICLE X with respect to any acts
taken or omissions suffered by the Issuing Lender in connection with
Letters of Credit issued by it or proposed to be issued by it and the
application and agreements for letters of credit pertaining to the
Letters of Credit as fully as if the term "Agent", as used in this
ARTICLE X, included the Issuer with respect to such acts or omissions,
and (ii) as additionally provided in this Agreement with respect to
the Issuer.

SECTION 10.2 DELEGATION OF DUTIES. The Agent may execute any
of its duties under this Agreement or any other Loan Document by or
through agents, employees or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties.
The Agent shall not be responsible for the negligence or misconduct of
any agent or attorney-in-fact that it selects with reasonable care.

SECTION 10.3 LIABILITY OF AGENT. None of the Agent-Related
Persons shall (i) be liable for any action taken or omitted to be
taken by any of them under or in connection with this Agreement or any
other Loan Document or the transactions contemplated hereby (except
for its own gross negligence or willful misconduct), or (ii) be
responsible in any manner to any of the Lenders for any recital,
statement, representation or warranty made by the Borrower or any
Subsidiary or Affiliate of the Borrower, or any officer thereof,
contained in this Agreement or in any other Loan Document, or in any
certificate, report, statement or other document referred to or
provided for in, or received by the Agent under or in connection with,
this Agreement or any other Loan Document, or for the value or title
to any Collateral or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan
Document, or for any failure of the Borrower or any other party to any
Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the properties, books or records of
the Borrower or any of the Borrower's Subsidiaries or Affiliates.

SECTION 10.4 RELIANCE BY AGENT. (a) The Agent shall be
entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, statement or other
document or conversation believed by it to be genuine and correct and

348

to have been signed, sent or made by the proper Person or Persons, and
upon advice and statements of legal counsel (including counsel to the
Borrower), independent accountants and other experts selected by the
Agent. The Agent shall be fully justified in failing or refusing to
take any action under this Agreement or any other Loan Document unless
it shall first receive such advice or concurrence of the Required
Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking
or continuing to take any such action. The Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this
Agreement or any other Loan Document in accordance with a request or
consent of the Required Lenders and such request and any action taken
or failure to act pursuant thereto shall be binding upon all of the
Lenders.

(b) For purposes of determining compliance with the
conditions specified in SECTION 6.1, each Lender that has executed
this Agreement shall be deemed to have consented to, approved or
accepted or to be satisfied with, each document or other matter either
sent by the Agent to such Lender for consent, approval, acceptance or
satisfaction, or required thereunder to be consented to or approved by
or acceptable or satisfactory to the Lender.

SECTION 10.5 NOTICE OF DEFAULT. The Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event
of Default, except with respect to defaults in the payment of
principal, interest and fees required to be paid to the Agent for the
account of the Lenders, unless the Agent shall have received written
notice from a Lender or the Borrower referring to this Agreement,
describing such Default or Event of Default and stating that such
notice is a "notice of default". The Agent will notify the Lenders of
its receipt of any such notice. The Agent shall take such action with
respect to such Default or Event of Default as may be requested by the
Required Lenders in accordance with ARTICLE IX; PROVIDED, HOWEVER,
that unless and until the Agent has received any such request, the
Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the
Lenders.

SECTION 10.6 CREDIT DECISION. Each Lender acknowledges that
none of the Agent-Related Persons has made any representation or
warranty to it, and that no act by the Agent hereinafter taken,
including any review of the affairs of the Borrower and its
Subsidiaries, shall be deemed to constitute any representation or
warranty by any Agent-Related Person to any Lender. Each Lender
represents to the Agent that it has, independently and without
reliance upon any Agent-Related Person and based on such documents and
information as it has deemed appropriate, made its own appraisal of
and investigation into the business, prospects, operations, property,
financial and other condition and creditworthiness of the Borrower and

349

its Subsidiaries, and all applicable bank regulatory laws relating to
the transactions contemplated hereby, and made its own decision to
enter into this Agreement and to extend credit to the Borrower and its
Subsidiaries hereunder. Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person and
based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and
decisions in taking or not taking action under this Agreement and the
other Loan Documents, and to make such investigations as it deems
necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the
Borrower. Except for notices, reports and other documents expressly
herein required to be furnished to the Lenders by the Agent, the Agent
shall not have any duty or responsibility to provide any Lender with
any credit or other information concerning the business, prospects,
operations, property, financial and other condition or
creditworthiness of the Borrower which may come into the possession of
any of the Agent-Related Persons.

SECTION 10.7 INDEMNIFICATION OF AGENT. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall
indemnify upon demand the Agent-Related Persons (to the extent not
reimbursed by or on behalf of the Borrower and without limiting the
obligation of the Borrower to do so), pro rata, from and against any
and all Indemnified Liabilities; PROVIDED, HOWEVER, that no Lender
shall be liable for the payment to the Agent-Related Persons of any
portion of such Indemnified Liabilities resulting solely from such
Person's gross negligence or willful misconduct. Without limitation
of the foregoing, each Lender shall reimburse the Agent upon demand
for its ratable share of any costs or out-of-pocket expenses
(including attorney costs) incurred by the Agent in connection with
the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that
the Agent is not reimbursed for such expenses by or on behalf of the
Borrower. The undertaking in this Section shall survive the payment
of all Obligations hereunder and the resignation or replacement of the
Agent.

SECTION 10.8 AGENT IN INDIVIDUAL CAPACITY. BofA and each other
Lender that may become the Agent and their respective Affiliates may
make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any
kind of banking, trust, financial advisory, underwriting or other
business with the Borrower and its Subsidiaries and Affiliates as
though BofA (or such other Lender) were not the Agent or the Issuer
hereunder and without notice to or consent of the Lenders. The
Lenders acknowledge that, pursuant to such activities, BofA (or such
other Lender) or their respective Affiliates may receive information
regarding the Borrower or its Affiliates (including information that

350

may be subject to confidentiality obligations in favor of the Borrower
or such Subsidiary) and acknowledge that the Agent shall be under no
obligation to provide such information to them. With respect to its
Loans, BofA (or other Lender) shall have the same rights and powers
under this Agreement as any other Lender and may exercise the same as
though it were not the Agent or the Issuer.

SECTION 10.9 SUCCESSOR AGENT. The Agent may, and at the
request of the Required Lenders shall, resign as Agent upon 30 days'
notice to the Lenders. If the Agent resigns under this Agreement, the
Required Lenders shall appoint from among the Lenders a successor
agent for the Lenders. If no successor agent is appointed prior to
the effective date of the resignation of the Agent, the Agent may
appoint, after consulting with the Lenders and the Borrower, a
successor agent from among the Lenders. Upon the acceptance of its
appointment as successor agent hereunder, such successor agent shall
succeed to all the rights, powers and duties of the retiring Agent and
the term "Agent" shall mean such successor agent and the retiring
Agent's appointment, powers and duties as Agent shall be terminated.
After any retiring Agent's resignation hereunder as Agent, the
provisions of this ARTICLE X and SECTIONS 11.4 and 11.5 shall inure to
its benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement. If no successor agent has accepted
appointment as Agent by the date which is 30 days following a retiring
Agent's notice of resignation, the retiring Agent's resignation shall
nevertheless thereupon become effective and the Lenders shall perform
all of the duties of the Agent hereunder until such time, if any, as
the Required Lenders appoint a successor agent as provided for above.
Any successor agent shall have a market capitalization equal to or
greater than $500,000,000. Notwithstanding the foregoing, however,
BofA may not be removed as the Agent at the request of the Required
Lenders unless BofA shall also simultaneously be replaced as "Issuing
Lender" hereunder pursuant to documentation in form and substance
reasonably satisfactory to BofA.

SECTION 10.10 WITHHOLDING TAX. (a) If any Lender is a "foreign
corporation, partnership or trust" within the meaning of the Code and
such Lender claims exemption from, or a reduction of, U.S. withholding
tax under Sections 1441 or 1442 of the Code, such Lender agrees with
and in favor of the Agent and the Borrower, to deliver to the Agent
(with a copy to the Borrower):

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

(ii) if such Lender claims that interest paid under this
Agreement is exempt from United States withholding tax because it
is effectively connected with a United States trade or business

351

of such Lender, two properly completed and executed copies of IRS
Form 4224 before the payment of any interest is due in the first
taxable year of such Lender and in each succeeding taxable year
of such Lender during which interest may be paid under this
Agreement, and IRS Form W-9; and

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

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

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

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

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

(e) If the IRS or any other Government Authority of the
United States or other jurisdiction asserts a claim that the Agent did
not properly withhold tax from amounts paid to or for the account of
any Lender (because the appropriate form was not delivered, was not
properly executed, or because such Lender failed to notify the Agent
of a change in circumstances which rendered the exemption from, or
reduction of, withholding tax ineffective, or for any other reason)
such Lender shall indemnify the Agent fully for all amounts paid,
directly or indirectly, by the Agent as tax or otherwise, including
penalties and interest, and including any taxes imposed by any
jurisdiction on the amounts payable to the Agent under this Section,
together with all costs and expenses (including attorney costs). The

352

obligation of the Lenders under this subsection shall survive the
payment of all Obligations and the resignation or replacement of the
Agent.

SECTION 10.11 COLLATERAL MATTERS.

Except as otherwise expressly provided in the Intercreditor
Agreement:

(a) The Agent is authorized on behalf of all the Lenders,
without the necessity of any notice to or further consent from the
Lenders, from time to time to take any action with respect to any
Collateral or the Security Documents which may be necessary to perfect
and maintain perfected the security interest in and Liens upon the
Collateral granted pursuant to the Security Documents.

(b) The Lenders irrevocably authorize the Agent, at its option
and in its discretion, to authorize the release of any Lien granted
for the benefit of the Agent and the Lenders upon any Collateral (i)
upon termination of the Commitments and payment in full of all Loans
and all other Obligations known to the Agent and payable under this
Agreement or any other Loan Document; (ii) constituting property sold
or to be sold or disposed of as part of or in connection with any
disposition permitted hereunder; (iii) constituting property in which
the Borrower or any Subsidiary owned no interest at the time the Lien
was granted or at any time thereafter; (iv) constituting property
leased to the Borrower or any Subsidiary under a lease which has
expired or been terminated in a transaction permitted under this
Agreement or is about to expire and which has not been, and is not
intended by the Borrower or such Subsidiary to be, renewed or
extended; (v) consisting of an instrument evidencing Indebtedness or
other debt instrument, if the indebtedness evidenced thereby has been
paid in full; or (vi) if approved, authorized or ratified in writing
by the Required Lenders or all the Lenders, as the case may be, as
provided in SECTION 11.1. Upon request by the Agent at any time, the
Lenders will confirm in writing the Agent's authority to authorize the
release of particular types or items of Collateral pursuant to this
SECTION 10.11(b).

(c) Each Lender agrees with and in favor of each other (which
agreement shall not be for the benefit of the Borrower or any
Subsidiary) that the Borrower's and the other Obligors' obligations to
such Lender under this Agreement and the other Loan Documents is not
and shall not be secured by any Lien on real property collateral now
or hereafter granted to such Lender.

353

ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.1 WAIVERS, AMENDMENTS, ETC. Except as expressly
provided in the Intercreditor Agreement, the provisions of this
Agreement and of each other Loan Document may from time to time be
amended, modified or waived, if such amendment, modification or waiver
is in writing and consented to by the Borrower and the Required
Lenders; PROVIDED, HOWEVER, that no such amendment, modification or
waiver which would:

(a) modify any requirement hereunder that any particular
action be taken by all the Lenders or by the Required Lenders
shall be effective unless consented to by each Lender;

(b) modify this SECTION 11.1, change the definition of
"REQUIRED LENDERS", increase any Commitment Amount or the
Percentage of any Lender, reduce any fees described in
ARTICLE III, release any substantial portion of collateral
security, except as otherwise specifically provided in any Loan
Document, extend the Loan Commitment Termination Date or Stated
Maturity Dates or change the interest provisions contained in
SECTION 3.2 shall be made without the consent of each Lender and
each holder of a Note;

(c) extend the due date for, or reduce the amount of, any
scheduled repayment or prepayment of principal of or interest on
any Loan (or reduce the principal amount of or rate of interest
on any Loan) shall be made without the consent of the holder of
that Note evidencing such Loan; or

(d) affect adversely the interests, rights or obligations
of the Agent shall be made without consent of the Agent.

No failure or delay on the part of the Agent, any Lender or the holder
of any Note in exercising any power or right under this Agreement or
any other Loan Document shall operate as a waiver thereof, nor shall
any single or partial exercise of any such power or right preclude any
other or further exercise thereof or the exercise of any other power
or right. No notice to or demand on the Borrower in any case shall
entitle it to any notice or demand in similar or other circumstances.
No waiver or approval by the Agent, any Lender or the holder of any
Note under this Agreement or any other Loan Document shall, except as
may be otherwise stated in such waiver or approval, be applicable to
subsequent transactions. No waiver or approval hereunder shall
require any similar or dissimilar waiver or approval thereafter to be
granted hereunder.

SECTION 11.2 NOTICES. All notices and other communications
provided to any party hereto under this Agreement or any other Loan
Document shall be in writing or by Telex or by facsimile and

354

addressed, delivered or transmitted to such party at its address,
Telex or facsimile number set forth below its signature hereto or,
with respect to Persons that become Lenders after the date hereof, set
forth in the Assignment and Acceptance Agreement or at such other
address, Telex or facsimile number as may be designated by such party
in a notice to the other parties. Any notice, if mailed and properly
addressed with postage prepaid or if properly addressed and sent by
pre-paid courier service, shall be deemed given when received; any
notice, if transmitted by Telex or facsimile, shall be deemed given
when transmitted (answerback confirmed in the case of Telexes).

SECTION 11.3 PAYMENT OF COSTS AND EXPENSES. The Borrower
agrees to pay on demand all reasonable expenses of the Agent
(including the reasonable fees and out-of-pocket expenses of counsel
to the Agent and of local counsel, if any, who may be retained by
counsel to the Agent) in connection with

(a) the negotiation, preparation, execution, delivery and
syndication of this Agreement and of each other Loan Document,
including schedules and exhibits, and any amendments, waivers,
consents, supplements or other modifications to this Agreement or
any other Loan Document as may from time to time hereafter be
required, whether or not the transactions contemplated hereby are
consummated,

(b) the filing, recording, refiling or rerecording of the
Security Agreement and/or any Uniform Commercial Code financing
statements relating thereto and all amendments, supplements and
modifications to any thereof and any and all other documents or
instruments of further assurance required to be filed or recorded
or refiled or rerecorded by the terms hereof or of the Security
Agreement, and

(c) the preparation and review of the form of any document
or instrument relevant to this Agreement or any other Loan
Document.

The Borrower further agrees to pay, and to save the Agent and the
Lenders harmless from all liability for, any stamp or other taxes
which may be payable in connection with the execution or delivery of
this Agreement, the borrowings hereunder, or the issuance of the Notes
or any other Loan Documents. The Borrower also agrees to reimburse
the Agent and each Lender upon demand for all reasonable out-of-pocket
expenses (including reasonable attorneys' fees and legal expenses)
incurred by the Agent or such Lender in connection with (x) the
negotiation of any restructuring or "work-out", whether or not
consummated, of any Obligations and (y) the enforcement of any
Obligations.

SECTION 11.4 INDEMNIFICATION. In consideration of the
execution and delivery of this Agreement by each Lender and the
extension of the Commitments, the Borrower hereby indemnifies,

355

exonerates and holds the Agent and each Lender and each of their
respective officers, directors, employees and agents (collectively,
the "INDEMNIFIED PARTIES") free and harmless from and against any and
all actions, causes of action, suits, losses, costs, liabilities and
damages, and expenses incurred in connection therewith (irrespective
of whether any such Indemnified Party is a party to the action for
which indemnification hereunder is sought), including reasonable
attorneys' fees and disbursements (collectively, the "INDEMNIFIED
LIABILITIES"), incurred by the Indemnified Parties or any of them as a
result of, or arising out of, or relating to

(a) any transaction financed or to be financed in whole or
in part, directly or indirectly, with the proceeds of any Loan or
the use of any Letter of Credit;

(b) the entering into and performance of this Agreement and
any other Loan Document by any of the Indemnified Parties;

(c) any investigation, litigation or proceeding related to
any acquisition or proposed acquisition by the Borrower or any
Subsidiaries of all or any portion of the stock or assets of any
Person, whether or not the Agent or such Lender is party thereto;

(d) any investigation, litigation or proceeding related to
any environmental cleanup, audit, compliance or other matter
relating to the protection of the environment or the Release by
the Borrower or any Subsidiary of any Hazardous Material; or

(e) the presence on or under, or the escape, seepage,
leakage, spillage, discharge, emission, discharging or releases
from, any real property owned or operated by the Borrower or any
Subsidiary of any Hazardous Material (including any losses,
liabilities, damages, injuries, costs, expenses or claims
asserted or arising under any Environmental Law), regardless of
whether caused by, or within the control of, the Borrower or such
Subsidiary,

except for any such Indemnified Liabilities arising for the account of
a particular Indemnified Party by reason of the relevant Indemnified
Party's gross negligence or wilful misconduct. If and to the extent
that the foregoing undertaking may be unenforceable for any reason,
the Borrower hereby agrees to make the maximum contribution to the
payment and satisfaction of each of the Indemnified Liabilities which
is permissible under applicable law.

SECTION 11.5 SURVIVAL. The obligations of the Borrower under
SECTIONS 5.3, 5.4, 5.5, 5.6, 11.3 and 11.4, and the obligations of the
Lenders under SECTION 10.1, shall in each case survive until the
applicable statute of limitations has run on the bringing of any
action thereon any termination of this Agreement, the payment in full
of all Obligations and the termination of all Commitments. The
representations and warranties made by each Obligor in this Agreement

356

and in each other Loan Document shall survive the execution and
delivery of this Agreement and each such other Loan Document.

SECTION 11.6 SEVERABILITY. Any provision of this Agreement or
any other Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such provision and such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions of this Agreement or
such Loan Document or affecting the validity or enforceability of such
provision in any other jurisdiction.

SECTION 11.7 HEADINGS. The various headings of this Agreement
and of each other Loan Document are inserted for convenience only and
shall not affect the meaning or interpretation of this Agreement or
such other Loan Document or any provisions hereof or thereof.

SECTION 11.8 EXECUTION IN COUNTERPARTS, EFFECTIVENESS, ETC.
This Agreement may be executed by the parties hereto in several
counterparts, all of which shall constitute together but one and the
same agreement. This Agreement shall become effective when
counterparts hereof executed on behalf of the Borrower, the Agent and
each Lender (or notice thereof satisfactory to the Agent) shall have
been received by the Agent and notice thereof shall have been given by
the Agent to the Borrower and each Lender.

SECTION 11.9 GOVERNING LAW; ENTIRE AGREEMENT. THIS AGREEMENT,
THE NOTES AND EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
ILLINOIS. This Agreement, the Notes, the Security Agreement and the
other Loan Documents constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and supersede
any prior agreements, written or oral, with respect thereto.

SECTION 11.10 SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns; PROVIDED, HOWEVER, that:

(a) the Borrower may not assign or transfer its rights or
obligations hereunder without the prior written consent of the
Agent and all Lenders; and

(b) the rights of sale, assignment and transfer of the
Lenders are subject to SECTION 11.11.

SECTION 11.11 SALE AND TRANSFER OF LOANS AND NOTES;
PARTICIPATIONS IN LOANS AND NOTES. Each Lender may assign, or sell
participations in, its Loans and Commitments to one or more other
Persons in accordance with this SECTION 11.11.

357

SECTION 11.11.1 ASSIGNMENTS. Any Lender,

(a) with the written consents of the Borrower and the Agent
(which consents shall not be unreasonably delayed or withheld and
which consent, in the case of the Borrower, shall be deemed to
have been given in the absence of a written notice delivered by
the Borrower to the Agent, on or before the fifth Business Day
after receipt by the Borrower of such Lender's request for
consent, stating, in reasonable detail, the reasons why the
Borrower proposes to withhold such consent) may at any time
assign and delegate to one or more commercial banks or other
financial institutions; PROVIDED that such consent of the
Borrower shall not be required at any time a Default has occurred
and is continuing, and

(b) with notice to the Borrower and the Agent, but without
the consent of the Borrower or the Agent, may assign and delegate
to any of its Affiliates or to any other Lender

(each Person described in either of the foregoing clauses as being the
Person to whom such assignment and delegation is to be made, being
hereinafter referred to as an "ASSIGNEE LENDER"), all or any fraction
of such Lender's total Loans and Commitments (which assignment and
delegation shall be of a constant, and not a varying, percentage of
all the assigning Lender's Loans and Commitments) in a minimum
aggregate amount of $5,000,000; PROVIDED, HOWEVER, that any such
Assignee Lender will comply, if applicable, with the provisions
contained in the penultimate sentence of SECTION 5.6 and SECTION 10.10
and PROVIDED, FURTHER, HOWEVER, that the Borrower, each other Obligor
and the Agent shall be entitled to continue to deal solely and
directly with such Lender in connection with the interests so assigned
and delegated to an Assignee Lender until

(c) written notice of such assignment and delegation,
together with payment instructions, addresses and related
information with respect to such Assignee Lender, shall have been
given to the Borrower and the Agent by such Lender and such
Assignee Lender,

(d) such Assignee Lender shall have executed and delivered
to the Borrower and the Agent an Assignment and Acceptance
Agreement, accepted by the Agent, and

(e) the processing fees described below shall have been
paid.

From and after the date that the Agent accepts such Assignment and
Acceptance Agreement, (x) the Assignee Lender thereunder shall be
deemed automatically to have become a party hereto and to the extent
that rights and obligations hereunder have been assigned and delegated
to such Assignee Lender in connection with such Assignment and
Acceptance Agreement, shall have the rights and obligations of a

358

Lender hereunder and under the other Loan Documents, and (y) the
assignor Lender, to the extent that rights and obligations hereunder
have been assigned and delegated by it in connection with such
Assignment and Acceptance Agreement, shall be released from its
obligations hereunder and under the other Loan Documents. Such
assignor Lender or such Assignee Lender must also pay a processing fee
to the Agent upon delivery of any Assignment and Acceptance Agreement
in the amount of $2,500. Any attempted assignment and delegation not
made in accordance with this SECTION 11.11.1 shall be null and void.

SECTION 11.11.2 PARTICIPATIONS. Any Lender may at any time
sell to one or more commercial banks or other Persons (each of such
commercial banks and other Persons being herein called a
"PARTICIPANT") participating interests (or a subparticipating
interest, in the case of a Lender's participating interest in a Letter
of Credit) in any of the Loans, Commitments, or other interests of
such Lender hereunder; PROVIDED, HOWEVER, that

(a) no participation contemplated in this SECTION 11.11
shall relieve such Lender from its Commitments or its other
obligations hereunder or under any other Loan Document,

(b) such Lender shall remain solely responsible for the
performance of its Commitments and such other obligations,

(c) the Borrower, each other Obligor and the Agent shall
continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this
Agreement and each of the other Loan Documents,

(d) no Participant, unless such Participant is an Affiliate
of such Lender, or is itself a Lender, shall be entitled to
require such Lender to take or refrain from taking any action
hereunder or under any other Loan Document, except that such
Lender may agree with any Participant that such Lender will not,
without such Participant's consent, take any actions of the type
described in CLAUSE (b) or (c) of SECTION 11.1, and

(e) the Borrower shall not be required to pay any amount
under SECTIONS 5.3, 5.4, 5.5 or 5.6 that is greater than the
amount which it would have been required to pay had no
participating interest been sold.

The Borrower acknowledges and agrees that each subject to the
preceding sentence Participant, for purposes of SECTIONS 5.3, 5.4,
5.5, 5.6, 5.8, 5.9, 11.3 and 11.4, shall be considered a Lender.

SECTION 11.12 OTHER TRANSACTIONS. Nothing contained herein
shall preclude the Agent or any other Lender from engaging in any
transaction, in addition to those contemplated by this Agreement or
any other Loan document, with the Borrower or any of the Borrower's

359

Affiliates in which the Borrower or such Affiliate is not restricted
hereby from engaging with any other Person.

SECTION 11.13 FORUM SELECTION AND CONSENT TO JURISDICTION. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF THE AGENT, THE LENDERS OR THE BORROWER SHALL BE BROUGHT AND
MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR THE
STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF ILLINOIS OR THE SOUTHERN DISTRICT OF NEW YORK;
PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THE INTERCREDITOR AGREEMENT, AT THE AGENT'S
OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR
OTHER PROPERTY MAY BE FOUND. THE BORROWER HEREBY EXPRESSLY AND
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF
ILLINOIS AND THE ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ DISTRICT
COURT FOR THE NORTHERN DISTRICT OF ILLINOIS AND FOR THE SOUTHERN
DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET
FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE BORROWER
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED
MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE
STATE OF ILLINOIS OR THE STATE OF NEW YORK. THE BORROWER HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.

SECTION 11.14 WAIVER OF JURY TRIAL. EACH OF THE AGENT, THE
LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR
IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF THE AGENT, THE LENDERS OR THE BORROWER. THE
BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION
OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDERS
ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

100

360

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.

CORNERSTONE PROPANE, L.P.

By: CORNERSTONE PROPANE GP, INC.,
as managing general partner

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Authorized Officer

Title: Vice President
---------------------------
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------

Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
--------------------
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------

101

361

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.

CORNERSTONE PROPANE, L.P.

By: CORNERSTONE PROPANE GP, INC.,
as managing general partner

By: /s/ ▇. ▇. ▇▇▇▇▇▇
----------------------------------
Authorized Officer

Title: Exec. Vice Pres./CFO
----------------------------
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
--------------------
Attention: ▇▇▇ ▇▇▇▇▇▇
-----------------------

102

362

BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Authorized Officer

Title: Vice President
-----------------------------
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
--------------------
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------

103

363

BANK OF AMERICA ILLINOIS, as a Lender

By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Authorized Officer

Title: Vice President
----------------------------
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
--------------------
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------

104

EXHIBIT 10.1 CREDIT AGREEMENT, dated as of December 11, 1996 among CORNERSTONE PROPANE, L.P., as the Borrower, and VARIOUS FINANCIAL INSTITUTIONS, as the Lenders, and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent for the Lenders.

Document Metadata

Document Metadata

Table of Contents