SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 24, 1997 CREDIT AGRICOLE INDOSUEZ, as Administrative Agent,

==============================================================================

COLOR SPOT NURSERIES, INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of December 24, 1997

CREDIT AGRICOLE INDOSUEZ, as Administrative Agent,

IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY, as Syndication Agent

and

BANKBOSTON, N.A., as Documentation Agent

==============================================================================

TABLE OF CONTENTS

Page

SECTION 1. Amount and Terms of Credit . . . . . . . . . . . . . . . . . . . 2
1.01. Commitments. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.02. Minimum Amount of Each Borrowing; Maximum
Number of Borrowings . . . . . . . . . . . . . . . . . . . . . . 6
1.03. Notice of Borrowings . . . . . . . . . . . . . . . . . . . . . . 6
1.04. Disbursement of Funds. . . . . . . . . . . . . . . . . . . . . . 7
1.05. Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.06. Conversions. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1.07. Pro Rata Borrowings. . . . . . . . . . . . . . . . . . . . . . . 11
1.08. Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.09. Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . 12
1.10. Special Provisions Governing Reserve Adjusted Eurodollar Loans . 13
1.11. Capital Requirements . . . . . . . . . . . . . . . . . . . . . . 17
1.12. Total Loan Commitments; Limitations on Outstanding Loan Amounts. 18
1.13. Letters of Credit. . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 2. Commitments. . . . . . . . . . . . . . . . . . . . . . . . . . . 29
2.01. Voluntary Reduction of Commitments . . . . . . . . . . . . . . . 29
2.02. Adjustments; Termination of Commitments, etc . . . . . . . . . . 29
2.03. Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . 30

SECTION 3. Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
3.01. Scheduled Payments . . . . . . . . . . . . . . . . . . . . . . . 30
3.02. Voluntary Prepayments. . . . . . . . . . . . . . . . . . . . . . 31
3.03. Mandatory Prepayments; Reduction of Commitments. . . . . . . . . 32
3.04. Application of Mandatory Prepayments . . . . . . . . . . . . . . 36
3.05. Reduction of Total Revolving Loan Commitment, etc. . . . . . . . 37
3.06. Method and Place of Payment. . . . . . . . . . . . . . . . . . . 37
3.07. Net Payments . . . . . . . . . . . . . . . . . . . . . . . . . . 38
3.08. Reserve Account; Prepayment Collateral Account.. . . . . . . . . 40

SECTION 4. Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . 41
4.01. Conditions Precedent to Initial Loans. . . . . . . . . . . . . . 41
4.02. Conditions Precedent to All Loans. . . . . . . . . . . . . . . . 47
4.03. Additional Conditions Precedent to Acquisition Term Loans and
Supplemental Term Loans . . . . . . . . . . . . . . . . . . . . . . . . 48

SECTION 5. Representations, Warranties and Agreements . . . . . . . . . . . 52
5.01. Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
5.02. Power and Authority; Business. . . . . . . . . . . . . . . . . . 53

-i-

5.03. No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . 53
5.04. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
5.05. Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . 54
5.06. Governmental Approvals, etc. . . . . . . . . . . . . . . . . . . 54
5.07. Investment Company Act; Public Utility Holding Company Act . . . 55
5.08. True and Complete Disclosure . . . . . . . . . . . . . . . . . . 55
5.09. Financial Condition; Financial Statements; Projections . . . . . 56
5.10. Security Interests . . . . . . . . . . . . . . . . . . . . . . . 57
5.11. Tax Returns and Payments . . . . . . . . . . . . . . . . . . . . 58
5.12. ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
5.13. Capital Stock; Subsidiaries, etc . . . . . . . . . . . . . . . . 58
5.14. Proprietary Rights . . . . . . . . . . . . . . . . . . . . . . . 59
5.15. Compliance with Laws, etc. . . . . . . . . . . . . . . . . . . . 59
5.16. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.17. Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.18. Collective Bargaining Agreements; Labor Matters. . . . . . . . . 60
5.19. Indebtedness Outstanding.. . . . . . . . . . . . . . . . . . . . 61
5.20. Environmental Protection . . . . . . . . . . . . . . . . . . . . 61
5.21. Environmental Investigations . . . . . . . . . . . . . . . . . . 63
5.22. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
5.23. Governmental Regulation. . . . . . . . . . . . . . . . . . . . . 63
5.24. Absence of Events of Default . . . . . . . . . . . . . . . . . . 63
5.25. Performance of Agreements. . . . . . . . . . . . . . . . . . . . 63
5.26. Securities Activities. . . . . . . . . . . . . . . . . . . . . . 64

SECTION 6. Affirmative Covenants. . . . . . . . . . . . . . . . . . . . . . 64
6.01. Information Covenants. . . . . . . . . . . . . . . . . . . . . . 64
6.02. Books, Records and Inspections . . . . . . . . . . . . . . . . . 69
6.03. Maintenance of Property; Insurance . . . . . . . . . . . . . . . 69
6.04. Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . 70
6.05. Corporate Franchises . . . . . . . . . . . . . . . . . . . . . . 70
6.06. Compliance with Statutes, etc. . . . . . . . . . . . . . . . . . 70
6.07. ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
6.08. Performance of Obligations . . . . . . . . . . . . . . . . . . . 71
6.09. Fiscal Year; Fiscal Quarters. . . . . . . . . . . . . . . . . . 71
6.10. Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . 72
6.11. Interest Rate Protection . . . . . . . . . . . . . . . . . . . . 72
6.12. No Further Negative Pledges, etc.. . . . . . . . . . . . . . . . 72
6.13. Bank Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . 72
6.14. Additional Collateral; Further Assurances. . . . . . . . . . . . 73
6.15. Environmental Events.. . . . . . . . . . . . . . . . . . . . . . 74

SECTION 7. Negative Covenants. . . . . . . . . . . . . . . . . . . . . 76

-ii-

7.01. Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . 76
7.02. Total Interest Coverage Ratio. . . . . . . . . . . . . . . . . . 76
7.03. Fixed Charge Coverage Ratio. . . . . . . . . . . . . . . . . . . 78
7.04. Leverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . 79
7.05. Consolidated Net Worth . . . . . . . . . . . . . . . . . . . . . 80
7.07. Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . 83
7.08. Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . 84
7.09. Prepayments of Indebtedness. . . . . . . . . . . . . . . . . . . 85
7.10. Dividends, etc . . . . . . . . . . . . . . . . . . . . . . . . . 85
7.11. Disposition of Assets. . . . . . . . . . . . . . . . . . . . . . 86
7.12. Contingent Obligations . . . . . . . . . . . . . . . . . . . . . 87
7.13. Merger and Consolidations. . . . . . . . . . . . . . . . . . . . 87
7.14. Amendments to Organizational Documents . . . . . . . . . . . . . 88
7.15. ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
7.16. No Non-Wholly Owned Subsidiaries . . . . . . . . . . . . . . . . 88
7.17. Changes in Business. . . . . . . . . . . . . . . . . . . . . . . 88
7.18. Amendments or Waivers of Certain Documents . . . . . . . . . . . 88
7.19. Transactions with Affiliates . . . . . . . . . . . . . . . . . . 88
7.20. Capital Structure. . . . . . . . . . . . . . . . . . . . . . . . 89
7.21. Sale and Lease-Backs . . . . . . . . . . . . . . . . . . . . . . 89
7.22. Clean-down Period. . . . . . . . . . . . . . . . . . . . . . . 89
7.23. Certain Payments . . . . . . . . . . . . . . . . . . . . . . . . 90

SECTION 8. Events of Default. . . . . . . . . . . . . . . . . . . . . . . . 90
8.01. Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
8.02. Representations, etc.. . . . . . . . . . . . . . . . . . . . . . 90
8.03. Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
8.04. Default Under Other Agreements . . . . . . . . . . . . . . . . . 91
8.05. Bankruptcy, etc. . . . . . . . . . . . . . . . . . . . . . . . . 91
8.06. Security Documents; Guarantees . . . . . . . . . . . . . . . . . 92
8.07. Subordination. . . . . . . . . . . . . . . . . . . . . . . . . . 92
8.08. Judgments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
8.09. Ownership. . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
8.10. Certain Actions Following an Event of Default. . . . . . . . . . 93

SECTION 9. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . 94

SECTION 10. The Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 127
10.01. Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . 127
10.02. Delegation of Duties. . . . . . . . . . . . . . . . . . . . . . 127
10.03. Exculpatory Provisions. . . . . . . . . . . . . . . . . . . . . 128
10.04. Reliance by the Agent . . . . . . . . . . . . . . . . . . . . . 128
10.05. Notice of Default . . . . . . . . . . . . . . . . . . . . . . . 128

-iii-

10.06. Non-Reliance on Administrative Agent and Other Banks. . . . . . 129
10.07. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 129
10.08. The Agents in Their Individual Capacities . . . . . . . . . . . 130
10.09. Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . 130
10.10. Resignation, Transfer by Agent. . . . . . . . . . . . . . . . . 130
10.11. Syndication Agent and Documentation Agent.. . . . . . . . . . . 131

SECTION 11. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . 131
11.01. Payment of Expenses, etc. . . . . . . . . . . . . . . . . . . . 131
11.02. Right of Setoff . . . . . . . . . . . . . . . . . . . . . . . . 132
11.03. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
11.04. Benefit of Agreement. . . . . . . . . . . . . . . . . . . . . . 134
11.05. No Waiver; Remedies Cumulative. . . . . . . . . . . . . . . . . 136
11.06. Payments Pro Rata . . . . . . . . . . . . . . . . . . . . . . . 137
11.07. Calculations; Computations. . . . . . . . . . . . . . . . . . . 137
11.08. Governing Law; Submission to Jurisdiction; Venue;
Service of Process. . . . . . . . . . . . . . . . . . . . . . . 138
11.09. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . 138
11.10. Headings Descriptive. . . . . . . . . . . . . . . . . . . . . . 138
11.11. Amendment or Waiver . . . . . . . . . . . . . . . . . . . . . . 139
11.12. Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . 139
11.13. Domicile of Loans . . . . . . . . . . . . . . . . . . . . . . . 139
11.14. Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . . . . 139
11.15. Independence of Covenants . . . . . . . . . . . . . . . . . . . 139
11.16. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . 139

-iv-

SCHEDULES

Schedule A - List of Banks
Schedule 4.01(j) - Financial Statements
Schedule 4.01(l) - Litigation
Schedule 4.01(m) - Restrictions on Borrower's Ability to Grant Liens
Schedule 4.01(p) - Required Consents
Schedule 4.03 - Permitted Business Acquisitions
Schedule 5.10A - Exceptions to Perfected Security Interests
Schedule 5.10B - Prior Liens
Schedule 5.10C - Required Filings and Recordings
Schedule 5.13 - Subsidiaries
Schedule 5.16 - Real Property Owned and Leased
Schedule 5.17 - Capital Stock
Schedule 5.19 - Indebtedness
Schedule 5.20 - Environmental Exceptions
Schedule 5.22 - Insurance
Schedule 11.03 - Bank Addresses

-v-

EXHIBITS

Exhibit 1.03-1 - Form of Notice of Revolving Loan Borrowing
Exhibit 1.03-2 - Form of Notice of Acquisition Loan Borrowing
Exhibit 1.03-3 - Form of Notice of Supplemental Revolving Loan
Borrowing
Exhibit 1.03-4 - Form of Notice of Supplemental Term Loan Borrowing
Exhibit 1.05(a)(i) - Form of Revolving Note
Exhibit 1.05(a)(ii) - Form of Acquisition Term Note
Exhibit 1.05(a)(iii) - Form of Supplemental Revolving Note
Exhibit 1.05(a)(iv) - Form of Supplemental Term Note
Exhibit 4.01(b) - Form of Officer's Certificate
Exhibit 4.03(b)(iv) - Form of Officer's Certificate -- Permitted
Business Acquisitions
Exhibit 6.01(p) - Form of Borrowing Base Certificate
Exhibit 7.14 - Form of Amended and Restated Certificate of
Incorporation of the Borrower
Exhibit 9A - Form of Security Agreement
Exhibit 9B - Form of Subsidiary Guarantee
Exhibit 9C - Form of Trademark Security Agreement
Exhibit 11.04(c) - Form of Assignment Agreement

-vi-

COLOR SPOT NURSERIES, INC.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This Second Amended and Restated Credit Agreement is dated as of
December 24, 1997, and amends and restates, in its entirety, the Credit
Agreement dated as of December 31, 1996 (the "ORIGINAL CREDIT AGREEMENT"), as
amended and restated by the Amended and Restated Credit Agreement dated as of
February 20, 1997 (the "AMENDED CREDIT AGREEMENT") among Color Spot
Nurseries, Inc., a Delaware corporation (the "BORROWER"), Credit Agricole
Indosuez (formerly the New York branch of Banque Indosuez) ("INDOSUEZ"), IBJ
▇▇▇▇▇▇▇▇ Bank & Trust Company ("IBJS"), BankBoston, N.A. ("BKOB") and the
other lending institutions listed in Schedule A (each a "BANK"), Indosuez, as
the administrative agent (the "ADMINISTRATIVE AGENT") for itself and the
other Banks, IBJS as the syndication agent (the "SYNDICATION AGENT") for
itself and the other Banks and BKOB as the documentation agent (the
"DOCUMENTATION AGENT") for itself and the other Banks and, together with the
Administrative Agent and the Syndication Agent, the "AGENTS"). Unless
otherwise defined herein, all capitalized terms used herein are as defined in
Section 9.

R E C I T A L S:

WHEREAS, the Original Credit Agreement was entered into on December 31,
1996 (the "EFFECTIVE DATE") in order (a) to finance a recapitalization of CSN,
Inc., a Delaware corporation ("Holdings") pursuant to a Recapitalization and
Stock Purchase Agreement dated as of December 31,1996 (the "RECAPITALIZATION
AGREEMENT") among Holdings, KCSN Acquisition Company, L.P., a Delaware limited
partnership ("KCSN"), ▇▇▇▇▇▇ Equity Capital Corporation, a Delaware corporation
("▇▇▇▇▇▇") and certain other shareholders of Holdings, (b) to provide working
capital for the Borrower and its Subsidiaries and (c) with respect to the
Acquisition Term Loans, to provide financing for certain business acquisitions
by the Borrower; and

WHEREAS, in connection with, and immediately following the consummation of,
the Recapitalization (i) substantially all of the assets of Holdings were
assigned to the Borrower, (ii) the Borrower's name was changed from Color Spot
Watsonville, Inc. to its current name of Color Spot Nurseries, Inc. and (iii)
Holdings' name was changed from Color Spot Nurseries, Inc. to its current name
of CSN, Inc.; and

WHEREAS, pursuant to the Original Credit Agreement (i) on the Effective
Date, the Initial Borrowers incurred Term A Loans in the aggregate principal
amount of $18,000,000 (collectively, the "ORIGINAL TERM A LOANS"), Term B Loans
in an aggregate principal amount of $16,250,000 (collectively, the "ORIGINAL
TERM B LOANS") and Revolving Loans in the aggregate principal amount of
$3,000,000; and (ii) thereafter, the Borrower incurred Acquisition Term

Loans in the aggregate principal amount of $3,200,000 (collectively, the
"ORIGINAL ACQUISITION TERM LOANS"), all of which amounts remain outstanding
as of the date hereof; and

WHEREAS, in connection with the Borrower's acquisition of Lone Star Growers
Co. and certain other companies the Amended Credit Agreement was entered into on
February 20, 1997 and amended on March 20, 1997, July 31, 1997, August 11, 1997
and September 3, 1997, to increase the Banks' commitments under the Original
Credit Agreement and to incur additional Loans from the Banks, and specifically
(i) to replace the Original Term A Loans with the Existing Term A Loans in the
aggregate principal amount of $35,000,000; (ii) to replace the Original Term B
Loans with the Existing Term B Loans in the aggregate principal amount of
$55,000,000; (iii) to replace the Original Total Revolving Loan Commitment with
an increased Existing Revolving Loan Commitment in the amount of $37,500,000;
and

WHEREAS, the Borrower proposes to offer for sale $40,000,000 of its Series
A Preferred Stock and the related warrants to purchase common stock of the
Borrower and $85,000,000 of high yield debt securities (the "PUBLIC FINANCING"),
in connection with which, Holdings will be merged with and into the Borrower and
will cease to have a separate existence; and

WHEREAS, in connection with the foregoing, the Borrower desires to increase
the Banks' commitments under the Amended Credit Agreement and to incur
additional Loans from the Banks, and specifically (i) to repay the Existing Term
A Loans, Existing Term B Loans, Existing Acquisition Term Loans and the
Revolving Loans outstanding on the Closing Date (the "EXISTING REVOLVING LOANS")
with the proceeds of the Public Financing, (ii) to replace the Existing
Revolving Loan Commitment with an increased Revolving Loan Commitment in the
amount of $40,000,000; (iii) to replace the Existing Acquisition Term Loan
Commitment with an Acquisition Term Loan Commitment in the amount of
$75,000,000; and (iv) to replace the Existing Term A Loan Commitment and the
Existing Term B Loan Commitment with a Supplemental Loan Commitment in the
amount of $35,000,000 (which can be drawn down by the Borrower as either
revolving loans or acquisition term loans); and

WHEREAS, the Borrower desires to use the proceeds of the Revolving Loans to
provide working capital for the Borrower and its Subsidiaries; and

WHEREAS, the Banks are willing to make available the additional credit
facilities provided for herein on the terms and conditions set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

-2-

SECTION 1. AMOUNT AND TERMS OF CREDIT.

1.01. COMMITMENTS. Subject to and upon the terms and conditions set
forth herein, each Bank severally agrees, (i) in the case of any Borrowing under
the Revolving Portion at any time and from time to time on and after the Closing
Date and prior to the Revolving Loan Commitment Termination Date, (ii) in the
case of any Borrowings under the Acquisition Portion from time to time on and
after the Closing Date and prior to the Acquisition Term Loan Commitment
Termination Date in connection with Permitted Business Acquisitions, and (iii)
in the case of any Borrowing under the Supplemental Portion from time to time on
and after the Closing Date and prior to the Supplemental Revolving Loan
Commitment Termination Date in connection with working capital needs of the
Borrower or prior to the Supplemental Term Loan Commitment Termination Date in
connection with Permitted Business Acquisitions, as the case may be, to make
Loans to the Borrower, as specified below, which Loans shall be drawn under the
Loan Facility (including the Revolving Portion, the Acquisition Portion and the
Supplemental Portion thereof), as set forth below:

(a) Loans under the Revolving Portion of the Loan Facility (each a
"REVOLVING LOAN") (i) shall be made to the Borrower at any time and from
time to time on and after the Closing Date and prior to the Revolving Loan
Commitment Termination Date; (ii) except as hereinafter provided, shall
initially be made as Base Rate Loans until 30 days after the Closing Date
or such earlier time as (x) Indosuez shall have completed any intended
syndication of its interest in the Loans (as to which the Administrative
Agent shall promptly notify the Borrower) or (y) is otherwise assented to
by the Administrative Agent, and thereafter, at the Borrower's option and
subject to the terms hereof, may be Base Rate Loans or Reserve Adjusted
Eurodollar Loans; PROVIDED, HOWEVER, that, notwithstanding anything to the
contrary set forth above, in the event that the Administrative Agent shall
not have notified the Borrower that it has completed any intended
syndication as of the date on which the Borrower becomes entitled to elect
Reserve Adjusted Eurodollar Loans, then for a further period of one month
(or such longer period as the Administrative Agent and the Borrower agree),
the Borrower shall only be entitled to elect Reserve Adjusted Eurodollar
Loans which have an Interest Period which terminates on or before the end
of such one-month period; and PROVIDED, FURTHER, that all Revolving Loans
made by each Bank shall, unless otherwise specifically provided herein, (A)
consist entirely of Loans of the same Type; (B) may be repaid and
reborrowed in accordance with the provisions hereof; and (C) shall not
exceed for any Bank at any time outstanding the Revolving Loan Commitment
of such Bank at such time; and PROVIDED, FURTHER, that all Revolving Loans
made by all Banks pursuant to the same Borrowing shall, unless otherwise
specifically provided herein, not be made pursuant to a particular Notice
of Borrowing if (A) the sum of (x) the aggregate principal amount of
Revolving Loans then outstanding, after giving effect to the Revolving Loan
requested by the relevant Notice of Borrowing, (y) the aggregate principal
amount of Supplemental Revolving Loans then outstanding and (z) the then
outstanding Letters of Credit Usage,

-3-

related to either the Revolving Portion or the Supplemental Portion of the
Loan Facility, would exceed the Borrowing Base as then calculated pursuant
to Section 6.01(m) or (B) the sum of (x) the aggregate principal amount
of Revolving Loans then outstanding, after giving effect to the Revolving
Loan requested by the relevant Notice of Borrowing, and (y) the then
outstanding Letters of Credit Usage related to the Revolving Portion of
the Credit Facility, would exceed the Total Revolving Loan Commitment.

(b) Loans under the Acquisition Portion of the Loan Facility
(together with the Outstanding Acquisition Term Loans, each an "ACQUISITION
TERM LOAN") shall be made to the Borrower from time to time on or after the
Closing Date and prior to the Acquisition Term Loan Commitment Termination
Date (the date of each Borrowing of an Acquisition Term Loan an
"ACQUISITION TERM LOAN CLOSING DATE") to effect Permitted Business
Acquisitions; PROVIDED, HOWEVER, if the Borrower shall have executed a
letter of intent with respect to a Permitted Business Acquisition prior to
the Acquisition Term Loan Commitment Termination Date, the Acquisition Term
Loan Commitment shall remain available to finance such proposed Permitted
Business Acquisition until the earlier of (i) the expiration of such letter
of intent by its terms, and (ii) ninety days after the Acquisition Term
Loan Commitment Termination Date. Acquisition Term Loans (i) except as
hereinafter provided, shall initially be made as Base Rate Loans until 30
days after the Closing Date, with respect to the Acquisition Term Loans
made as of the Closing Date, and until 30 days after the applicable
Acquisition Term Loan Closing Date in all other case, or, in each case,
such earlier time as (x) Indosuez shall have completed any intended
syndication of its interest in the Acquisition Term Loan made on such date
(as to which the Administrative Agent shall promptly notify the Borrower)
or (y) is otherwise assented to by the Administrative Agent, and
thereafter, at the Borrower's option and subject to the terms hereof, may
be Base Rate Loans or Reserve Adjusted Eurodollar Loans; PROVIDED, HOWEVER,
that, notwithstanding anything to the contrary set forth above, in the
event that the Administrative Agent shall not have notified the Borrower
that it has completed any intended syndication as of the date on which the
Borrower becomes entitled to elect Reserve Adjusted Eurodollar Loans, then
for a further period of one month (or such longer period as the
Administrative Agent and the Borrower agree), the Borrower shall only be
entitled to elect Reserve Adjusted Eurodollar Loans which have an Interest
Period which terminates on or before the end of such one-month period; and
PROVIDED, FURTHER, that all Acquisition Term Loans made by each Bank shall,
unless otherwise specifically provided herein, (i) consist entirely of
Loans of the same Type; and (ii) shall not exceed for such Bank at any time
outstanding the Acquisition Term Loan Commitment of such Bank at such time;
and PROVIDED, FURTHER, that all Acquisition Term Loans made by all Banks
pursuant to the same Borrowing, shall unless otherwise specifically
provided herein, not be made pursuant to a particular Notice of Borrowing
if the aggregate principal amount of Acquisition Term Loans then
outstanding, after giving effect to the Acquisition Term Loan requested by
the relevant Notice of Borrowing, would exceed the Total Acquisition Term
Loan Commitment.

-4-

(c) Loans under the Supplemental Portion of the Loan Facility may
be made as either term loans (together with the outstanding Supplemental
Term Loans, each a "SUPPLEMENTAL TERM LOAN") or as revolving loans (each a
"Supplemental Revolving Loan").

(d) Supplemental Term Loans shall be made to the Borrower from
time to time after the Closing Date and prior to the Supplemental Term Loan
Commitment Termination Date (the date of each Borrowing of a Supplemental
Term Loan, a "SUPPLEMENTAL TERM LOAN CLOSING DATE") to effect Permitted
Business Acquisitions; PROVIDED, HOWEVER, if the Borrower shall have
executed a letter of intent with respect to a Permitted Business
Acquisition prior to the Supplemental Term Loan Commitment Termination
Date, the Supplemental Term Loan Commitment shall remain available to
finance such proposed Permitted Business Acquisition until the earlier of
(i) the expiration of such letter of intent by its terms, and (ii) ninety
days after the Supplemental Term Loan Commitment Termination Date; and
PROVIDED, FURTHER, that all Supplemental Term Loans made by each Bank
pursuant to the same Borrowing shall, unless otherwise specifically
provided herein, (i) consist entirely of Loans of the same Type; and (ii)
together with all Supplemental Revolving Loans made by such Bank, shall not
exceed the Supplemental Loan Commitment of such Bank at such time; and
PROVIDED, FURTHER, that all Supplemental Term Loans made by all Banks
pursuant to the same Borrowing shall, unless otherwise specifically
provided herein, shall not be made pursuant to a particular Notice of
Borrowing if (i) the sum of (x) the aggregate principal amount of
Supplemental Term Loans then outstanding, after giving effect to the
Supplemental Term Loan requested by the relevant Notice of Borrowing, (y)
the aggregate principal amount of Supplemental Revolving Loans then
outstanding, and (z) the then outstanding Letters of Credit Usage related
to the Supplemental Portion of the Credit Facility, would exceed the Total
Supplemental Loan Commitment or (ii) if there is any Unutilized Acquisition
Commitment then outstanding which has not been terminated.

(e) Supplemental Revolving Loans shall be made to the Borrower at
any time and from time to time after the Closing Date and prior to the
Supplemental Revolving Loan Commitment Termination Date; PROVIDED, HOWEVER,
that all Supplemental Revolving Loans made by each Bank pursuant to the
same Borrowing shall, unless otherwise specifically provided herein, (i)
consist entirely of Loans of the same Type; (ii) may be repaid and
reborrowed in accordance with the provisions hereof; (iii) together with
all Supplemental Term Loans made by such Bank, shall not exceed the
Supplemental Loan Commitment of such Bank at such time; and PROVIDED,
FURTHER, that all Supplemental Revolving Loans made by all Banks pursuant
to the same Borrowing shall, unless otherwise specifically provided herein,
not be made pursuant to a particular Notice of Borrowing (i) if the sum of
(x) the aggregate principal amount of Supplemental Revolving Loans then
outstanding, (y) the aggregate principal amount of Supplemental Terms Loans
then outstanding and (z) the then outstanding Letters of Credit Usage
related to the Supplemental Portion of the Credit Facility, after giving
effect to the

-5-

Supplemental Revolving Loan requested by the relevant Notice of Borrowing,
would exceed the Supplemental Loan Commitment, (ii) if the sum of (x) the
aggregate principal amount of Supplemental Revolving Loans then
outstanding, after giving effect to the Supplemental Revolving Loan
requested by the relevant Notice of Borrowing, (y) the aggregate principal
amount of Revolving Loans then outstanding and (z) the then outstanding
Letters of Credit Usage related to either the Revolving Portion or the
Supplemental Portion of the Credit Facility, would exceed the Borrowing
Base as then calculated pursuant to Section 6.01(m) or (iii) if there is
any Unutilized Revolver Commitment then outstanding.

1.02. MINIMUM AMOUNT OF EACH BORROWING; MAXIMUM NUMBER OF BORROWINGS.
The minimum aggregate principal amount of any Loan shall be the Minimum
Borrowing Amount (other than a Borrowing of Revolving Loans or of Supplemental
Revolving Loans consisting entirely of Base Rate Loans such that the total
amount of Revolving Loans or Supplemental Revolving Loans, as the case may be,
to be outstanding after giving effect to such Borrowing shall be equal to the
Total Revolving Loan Commitment or the Total Supplemental Revolving Loan
Commitment, as the case may be), and Borrowings in excess thereof shall be in
integral multiples of $100,000; PROVIDED, HOWEVER, that (i) the Banks'
Acquisition Term Loan Commitments shall terminate, on a pro rata basis, with
respect to any portion of the Total Acquisition Term Loan Commitments not
utilized by the Borrower on or before the Acquisition Term Loan Commitment
Termination Date and (ii) the Banks' Supplemental Term Loan Commitments shall
terminate, on a pro rata basis, with respect to any portion of the Total
Acquisition Term Loan Commitments not used by the Borrower on or before the
Supplemental Term Loan Commitment Termination Date. More than one Borrowing may
be incurred on any date; PROVIDED, HOWEVER, that at no time shall there be more
than eight Borrowings of Reserve Adjusted Eurodollar Loans outstanding.

1.03. NOTICE OF BORROWINGS. Subject to Sections 1.01(a), (b), (d) and
(e), after the Closing Date, whenever the Borrower desires that the Banks
make Reserve Adjusted Eurodollar Loans under any of the Revolving Portion,
the Acquisition Portion or the Supplemental Portion of the Loan Facility it
shall give the Administrative Agent at the Agent's Office at least three
Business Days' prior written notice (or telephonic notice promptly confirmed
in writing) of each such Borrowing of Reserve Adjusted Eurodollar Loans;
PROVIDED that notice given later than 1:00 P.M. (New York time) shall be
deemed to have been given on the following Business Day. Whenever the
Borrower desires that the Banks make Base Rate Loans under any of the
Revolving Portion, the Acquisition Portion or the Supplemental Portion of the
Loan Facility it shall give the Administrative Agent at the Agent's office
not later than 1:00 P.M. (New York time) on the date of such Borrowing
written notice (or telephonic notice promptly confirmed in writing) of each
such Borrowing of Base Rate Loans. Each such notice, which, in the case of
either a Loan under the Revolving Portion or a Supplemental Revolving Loan
under the Supplemental Portion of the Loan Facility, shall be substantially
in the form of Exhibit 1.03-1 (each a "NOTICE OF REVOLVING LOAN BORROWING"),
in the case of a Loan under the Acquisition Portion of the Loan Facility
shall be substantially in the form of Exhibit 1.03-2 (each a "NOTICE OF

-6-

ACQUISITION LOAN BORROWING", in the case of a Supplemental Revolving Loan
under the Supplemental Portion of the Loan Facility shall be substantially in
the form of Exhibit 1.03-03 (each a "NOTICE OF SUPPLEMENTAL REVOLVING LOAN
BORROWING") and, in the case of a Supplemental Term Loan under the
Supplemental Portion of the Loan Facility shall be substantially in the form
of Exhibit 1.03-4 (each a "NOTICE OF SUPPLEMENTAL TERM LOAN BORROWING") and,
together with a Notice of Revolving Loan Borrowing, a Notice of Acquisition
Loan Borrowing and a Notice of Supplemental Revolving Loan Borrowing, each a
"NOTICE OF BORROWING"), shall be irrevocable, shall be deemed a
representation by the Borrower that all conditions precedent to such
Borrowing set forth in Section 4.02 and, in the case of a Loan under the
Acquisition Portion or a Supplemental Term Loan under the Supplemental
Portion that all conditions set forth in Section 4.03, have been satisfied
and shall specify (i) the aggregate principal amount in Dollars of the Loans
to be made pursuant to such Borrowing, (ii) the date of Borrowing (which
shall be a Business Day), (iii) whether the respective Borrowing shall
consist of Base Rate Loans or Reserve Adjusted Eurodollar Loans and, if
Reserve Adjusted Eurodollar Loans, the Interest Period to be initially
applicable thereto and (iv) the account to which funds advanced under such
Borrowing shall be deposited. The Administrative Agent shall as promptly as
practicable give each Bank written notice (or telephonic notice promptly
confirmed in writing) of each proposed Borrowing, of such Bank's
proportionate share thereof and of the other matters covered by the Notice of
Borrowing.

1.04. DISBURSEMENT OF FUNDS.

(a) No later than 2:00 P.M. (New York time) on the date specified
in each Notice of Borrowing, each Bank will make available to the
Administrative Agent in New York its pro rata portion of each Borrowing
requested to be made on such date in the manner provided below.

(b) Each Bank shall make available all amounts it is to fund under
any Borrowing on or after the Closing Date in immediately available funds
to the Administrative Agent to the account specified therefor by the
Administrative Agent (or, if no account is so specified at the Agent's
Office), and the Administrative Agent will make such funds available to the
Borrower no later than 4:00 P.M. (New York time) on the date specified in
the Notice of Borrowing by depositing to the account specified therefor by
the Borrower (or, if no account is so specified to its account at the
Agent's Office) the aggregate of the amounts so made available in the type
of funds received. Unless the Administrative Agent shall have been
notified by any Bank prior to the date of any such Borrowing that such Bank
does not intend to make available to the Administrative Agent its portion
of the Borrowing or Borrowings to be made on such date, the Administrative
Agent may assume that such Bank has made such amount available to the
Administrative Agent on such date of Borrowing, and the Administrative
Agent, in reliance upon such assumption, may (in its sole discretion and
without any obligation to do so) make available to the Borrower a
corresponding amount. If such corresponding amount is not in fact made
available to the Administrative Agent by such Bank and the Administrative

-7-

Agent has made available such corresponding amount to the Borrower, the
Administrative Agent shall be entitled to recover such corresponding amount
from such Bank. If such Bank does not pay such corresponding amount
forthwith upon the Administrative Agent's demand therefor, the
Administrative Agent shall promptly notify the Borrower, and the Borrower
shall on such Business Day pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to
recover from such Bank or the Borrower, as the case may be, interest on
such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Administrative Agent to the
Borrower to the date such corresponding amount is recovered by the
Administrative Agent, (i) if paid by such Bank, at a rate per annum equal
to the overnight Federal Funds Rate or (ii) if paid by the Borrower (and/or
any other Credit Party), at a rate per annum equal to the then applicable
rate of interest, calculated in accordance with Section 1.08, for the
respective Loans. The Administrative Agent shall also be entitled to
recover from any Bank an amount equal to any other losses incurred by the
Administrative Agent as a result of the failure of such Bank to provide any
amount as provided in this Agreement.

(c) Nothing herein shall be deemed to relieve any Bank from its
obligation to fulfill its Commitments hereunder or to prejudice any rights
which the Borrower or any other Credit Party may have against any Bank as a
result of any default by such Bank hereunder.

1.05. NOTES.

(a) The Borrower's obligation to pay the principal of and interest
on all the Loans made to it by each Bank are or shall be evidenced, as the
case may be, (i) in the case of Revolving Loans, by a promissory note
(each, a "REVOLVING NOTE"), substantially in the form of
Exhibit 1.05(a)(i), duly executed and delivered by the Borrower, with
blanks appropriately completed in conformity herewith; (ii) in the case of
Acquisition Term Loans, by a promissory note (each, an "ACQUISITION TERM
NOTE"), substantially in the form of Exhibit 1.05(a)(ii), duly executed and
delivered by the Borrower with blanks appropriately completed in conformity
herewith; (iii) in the case of Supplemental Revolving Loans, by a
promissory note (each, a "SUPPLEMENTAL REVOLVING NOTE"), substantially in
the form of Exhibit 1.05(a)(iii), duly executed and delivered by the
Borrower, with blanks appropriately completed in conformity herewith; and
(iv) in the case of Supplemental Term Loans, by a promissory note (each, a
"SUPPLEMENTAL TERM NOTE"), substantially in the form of
Exhibit 1.05(a)(iv), duly executed and delivered by the Borrower, with
blanks appropriately completed in conformity herewith.

(b) The Revolving Notes issued to each Bank shall (i) be executed
by the Borrower, (ii) be payable to the order of such Bank, (iii) be dated
the Closing Date, (iv) be in a stated principal amount equal to the
Revolving Loan Commitment of such Bank, and be payable in the aggregate
principal amount of the outstanding Revolving Loans

-8-

evidenced thereby, (v) mature, with respect to each Revolving Loan
evidenced thereby, on the Revolving Loan Maturity Date, (vi) be subject
to mandatory prepayment as provided in Section 3.03, (vii) bear interest
as provided in the appropriate clause of Section 1.08 in respect of the
Base Rate Loans and the Reserve Adjusted Eurodollar Loans, as the case
may be, evidenced thereby, and (viii) be entitled to the benefits of this
Agreement and the other applicable Credit Documents. On the Closing Date,
upon delivery of the Revolving Notes, the Existing Revolving Notes shall
be returned to the Borrower marked "Canceled".

(c) The Acquisition Term Note of the Borrower issued to each Bank
shall (i) be executed by the Borrower, (ii) be payable to the order of such
Bank, (iii) be dated the Closing Date, (iv) be in a stated principal amount
equal to the Acquisition Term Loan Commitment of such Bank and be payable
in the aggregate principal amount of the outstanding Acquisition Term Loans
evidenced thereby, (v) mature, with respect to each Acquisition Term Loan
evidenced thereby, on the Acquisition Term Loan Maturity Date, (vi) be
subject to mandatory prepayment as provided in Section 3.03, (vii) bear
interest as provided in the appropriate clause of Section 1.08 in respect
of the Base Rate Loans and the Reserve Adjusted Eurodollar Loans, as the
case may be, evidenced thereby, and (viii) be entitled to the benefits of
this Agreement and the other applicable Credit Documents. On the Closing
Date, upon delivery of the Acquisition Term Notes, the Existing Acquisition
Term Notes shall be returned to the Borrower marked "Canceled". At any
time after the Acquisition Term Loan Commitment Termination Date, at the
Borrower's option or at the request of the Administrative Agent, each
Acquisition Term Note shall be exchanged for a note in the form of Exhibit
1.05(a)(iv) and meeting the above requirements, except that such
replacement note should be in a stated principal amount equal to the
aggregate principal amount of the Acquisition Term Loans made by such Bank
(or its assignor).

(d) The Supplemental Revolving Notes issued to each Bank shall (i)
be executed by the Borrower, (ii) be payable to the order of such Bank,
(iii) be dated the Closing Date, (iv) be in a stated principal amount equal
to the Supplemental Loan Commitment of such Banks, and be payable in the
aggregate principal amount of the Supplemental Revolving Loans evidenced
thereby, (v) mature, with respect to each Supplemental Revolving Loan
evidenced thereby, on the Supplemental Revolving Loan Maturity Date, (vi)
be subject to mandatory prepayment as provided in Section 3.03, (vii) bear
interest as provided in the appropriate clause of Section 1.08 in respect
of the Base Rate Loans and the Reserve Adjusted Eurodollar Loans, as the
case may be, evidenced thereby, and (viii) be entitled to the benefits of
this Agreement and other applicable Credit Documents. At any time after
the Supplemental Term Loan Commitment Termination Date, at the Borrower's
option or at the request of the Administrative Agent, each Supplemental
Revolving Note shall be exchanged for a note in the form of Exhibit
1.05(a)(iii) and meeting the above requirements, except that such
replacement note should be in a stated principal amount

-9-

equal to the Supplemental Revolving Loan Commitment of such Bank on the
Supplemental Term Loan Commitment Termination Date.

(e) The Supplemental Term Notes issued to each Bank shall (i) be
executed by the Borrower, (ii) be payable to the order of such Bank,
(iii) be dated the Closing Date, (iv) be in a stated principal amount equal
to the Supplemental Loan Commitment of such Bank, and be payable in the
aggregate principal amount of the Supplemental Term Loans evidenced
thereby, (v) mature, with respect to each Supplemental Term Loan evidenced
thereby, on the Supplemental Term Loan Maturity Date, (vi) be subject to
mandatory prepayment as provided in Section 3.03, (vii) bear interest as
provided in the appropriate clause of Section 1.08 in respect of the Base
Rate Loans and the Reserve Adjusted Eurodollar Loans, as the case may be,
evidenced thereby, and (viii) be entitled to the benefits of this Agreement
and other applicable Credit Documents. At any time after the Supplemental
Term Loan Commitment Termination Date, at the Borrower's option or at the
request of the Administrative Agent, each Supplemental Term Note shall be
exchanged for a note in the form of Exhibit 1.05(a)(iv) and meeting the
above requirements, except that such replacement note should be in a stated
principal amount equal to the aggregate principal amount of the
Supplemental Term Loans made by such Bank (or its assignor).

(f) Each Bank will note on its internal records the amount of each
Loan made by it and each payment in respect thereof and will, prior to any
transfer of any of its Notes, endorse on the reverse side thereof the
outstanding principal amount of the Loans evidenced thereby. Failure to
make any such notation shall not affect the obligations of the Borrower or
any other Credit Party hereunder or under any other applicable Credit
Document in respect of such Loans.

1.06. CONVERSIONS; CONTINUATIONS. The Borrower shall have the option to
convert on any Business Day commencing 30 days after the Closing Date or such
earlier date as Indosuez shall have completed any intended syndication of its
interest in the Loans (as to which the Administrative Agent shall promptly
notify the Borrower), all or a portion (which portion shall not be less than the
Minimum Borrowing Amount) of the outstanding Loans owing by the Borrower
pursuant to a single Portion of the Loan Facility into a Borrowing or Borrowings
pursuant to such Portion of another Type of Loan, or to continue all or a
portion of such Borrowings as the same Type of Loan; PROVIDED, HOWEVER, that,
notwithstanding anything to the contrary set forth above, in the event that the
Administrative Agent shall not have notified the Borrower that it has completed
any intended syndication as of the date on which the Borrower becomes entitled
to elect Reserve Adjusted Eurodollar Loans, then for a further period of one
month, the Borrower shall only be entitled to elect Reserve Adjusted Eurodollar
Loans which have an Interest Period which terminates on or before the end of
such one-month period; and PROVIDED, FURTHER, that (a) except as otherwise
provided in Section 1.10(b), Reserve Adjusted Eurodollar Loans may be converted
into Base Rate Loans or continued as Reserve Adjusted Eurodollar Loans only on
the last day of an Interest Period applicable to such Reserve Adjusted

-10-

Eurodollar Loans, (b) no such partial conversion of Reserve Adjusted Eurodollar
Loans shall reduce the outstanding principal amount of Reserve Adjusted
Eurodollar Loans under the Loan Facility (or portion thereof) made pursuant to a
single Borrowing to less than the Minimum Borrowing Amount, (c) a Loan may only
be converted into or continued as Reserve Adjusted Eurodollar Loans if no
Default or Event of Default is in existence on the date of the conversion or
continuation, (d) Borrowings resulting from conversions or continuations
pursuant to this Section 1.06 shall be limited in amount and number as provided
in Section 1.02 and (e) all or a portion of the outstanding principal amount of
Base Rate Loans may not be converted into Reserve Adjusted Eurodollar Loans if
such Base Rate Loans or portion thereof will mature within one month of such
proposed conversion. Each such conversion/continuation shall be effected by the
Borrower by giving the Administrative Agent at the Agent's Office prior to 1:00
P.M. (New York time) at least three Business Days' (or on the same Business Day
in the case of a conversion into Base Rate Loans) prior written notice (or
telephonic notice promptly confirmed in writing) (each a "NOTICE OF
CONVERSION/CONTINUATION"), specifying the Loans to be so converted or continued,
the Type of Loans into which such Loans will be converted or continued, the
proposed conversion/continuation date, and, if to be converted into or continued
as Reserve Adjusted Eurodollar Loans, the Interest Period to be initially
applicable thereto. The Administrative Agent shall give each Bank notice as
promptly as practicable of any such proposed conversion or continuation
affecting any of its Loans. Notwithstanding the foregoing or the provisions of
Section 1.09, if a Default or Event of Default is in existence at the time any
Interest Period in respect of any Borrowing of Reserve Adjusted Eurodollar Loans
is to expire, such Loans may not be continued as Reserve Adjusted Eurodollar
Loans but instead shall be automatically converted on the last day of such
Interest Period into Base Rate Loans, unless the Administrative Agent shall
otherwise elect. If no Notice of Conversion/Continuation has been duly
delivered with respect to a Reserve Adjusted Eurodollar Loan on or before the
third Business Day prior to the last day of the Interest Period applicable
thereto, such Reserve Adjusted Eurodollar Loan shall be automatically converted
into a Base Rate Loan.

1.07. PRO RATA BORROWINGS. All Borrowings under this Agreement shall be
loaned by the Banks pro rata on the basis of their Revolving Loan Commitments,
their Acquisition Term Loan Commitments or their Supplemental Loan Commitments,
as the case may be. No Bank shall be responsible for any default by any other
Bank in its obligation to make Loans hereunder, and each Bank shall be obligated
to make the Loans provided to be made by it hereunder, regardless of the failure
of any other Bank to fulfill its commitments hereunder.

1.08. INTEREST.

(a) The unpaid principal amount of each Base Rate Loan shall bear
interest from the date of the Borrowing thereof until maturity (whether by
acceleration or otherwise), or unless sooner converted into a Reserve
Adjusted Eurodollar Loan, at a rate per annum equal to the sum of (i) the
Base Rate in effect from time to time PLUS (ii) the Base Rate Margin.

-11-

(b) The unpaid principal amount of each Reserve Adjusted
Eurodollar Loan shall bear interest from the date of the Borrowing thereof
until maturity (whether by acceleration or otherwise), or unless sooner
converted into a Base Rate Loan, at a rate per annum equal to the sum of
(i) the relevant Eurodollar Rate PLUS (ii) the Eurodollar Rate Margin.

(c) Overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan shall bear interest (A) in the
case of Base Rate Loans, at a rate per annum equal to the sum of (1) the
Base Rate in effect from time to time PLUS (2) the Base Rate Margin PLUS
(3) 2% per annum, and (B) in the case of Reserve Adjusted Eurodollar
Loans, at a rate per annum equal to the sum of (1) the relevant Eurodollar
Rate PLUS (2) the Eurodollar Rate Margin PLUS (3) 2% per annum.

(d) Interest shall accrue from and including the date of any
Borrowing to but excluding the date of any repayment thereof and shall be
payable (i) in respect of each Base Rate Loan, quarterly in arrears on the
last Business Day of each March, June, September and December commencing
March 31, 1998; (ii) in respect of each Reserve Adjusted Eurodollar Loan,
in arrears on the last day of each Interest Period applicable thereto and,
in the case of an Interest Period in excess of three months, on each date
occurring at three-month intervals after the first day of such Interest
Period; and (iii) in respect of each Loan, on any prepayment (on the
amounts prepaid), at maturity (whether by acceleration or otherwise) and,
after such maturity, on demand.

(e) All computations of interest hereunder shall be made in
accordance with Section 11.07.

(f) The Administrative Agent, upon determining the interest rate
for any Borrowing of Reserve Adjusted Eurodollar Loans for any Interest
Period, shall promptly notify the Borrower and the Banks thereof. Such
determination shall, absent manifest error, be final, conclusive and
binding upon all parties hereto.

1.09. INTEREST PERIODS. At the time the Borrower gives a Notice of
Borrowing or Notice of Conversion/Continuation in respect of the making of,
conversion into, or continuation of, a Borrowing of Reserve Adjusted Eurodollar
Loans, it shall have the right to elect, by giving the Administrative Agent
written notice (or telephonic notice promptly confirmed in writing), the
Interest Period applicable to such Borrowing, which Interest Period shall, at
the option of the Borrower, be a period of one, two, three or six months.
Notwithstanding anything to the contrary contained above:

(a) the initial Interest Period for any Borrowing of Reserve
Adjusted Eurodollar Loans shall commence on the date of such Borrowing
(including the date of any conversion from a Borrowing of Base Rate Loans)
and each Interest Period occurring

-12-

thereafter (including continuations thereof) in respect of such Borrowing
shall commence on the date on which the next preceding Interest Period
expires;

(b) if any Interest Period relating to a Borrowing of Reserve
Adjusted Eurodollar Loans begins on a date for which there is no
numerically corresponding date in the calendar month in which such Interest
Period ends, such Interest Period shall end on the last Business Day of
such calendar month;

(c) if any Interest Period would otherwise expire on a day which
is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day; PROVIDED, HOWEVER, that if any Interest Period in
respect of a Reserve Adjusted Eurodollar Loan would otherwise expire on a
day which is not a Business Day but is a day of the month after which no
further Business Day occurs in such month, such Interest Period shall
expire on the next preceding Business Day;

(d) no Interest Period shall extend beyond, as applicable, the
Revolving Loan Maturity Date (in the case of Revolving Loans), the
Acquisition Term Loan Maturity Date (in the case of Acquisition Term
Loans), Supplemental Revolving Loan Maturity Date (in the case of
Supplemental Revolving Loans) or Supplemental Term Loan Maturity Date (in
the case of Supplemental Term Loans); and

(e) no Interest Period with respect to any Borrowing of Reserve
Adjusted Eurodollar Loans shall extend beyond any date upon which the
Borrower is required to make a scheduled payment of principal with respect
to the Acquisition Term Loans or the Supplemental Term Loans, as the case
may be, if, after giving effect to the selection of such Interest Period,
the aggregate principal amount of Acquisition Term Loans or Supplemental
Term Loans, as the case may be, maintained as Reserve Adjusted Eurodollar
Loans with Interest Periods ending after such date of scheduled payment of
principal would exceed the amount of Acquisition Term Loans or Supplemental
Term Loans, as the case may be, permitted to be outstanding after such
scheduled payment of principal.

1.10. SPECIAL PROVISIONS GOVERNING RESERVE ADJUSTED EURODOLLAR LOANS.
Notwithstanding other provisions of this Agreement, the following provisions
shall govern with respect to Reserve Adjusted Eurodollar Loans as to the matters
covered:

(a) On an Interest Rate Determination Date, the Administrative
Agent shall determine (which determination shall, absent demonstrable
error, be final, conclusive and binding upon all parties hereto) the
interest rate which shall apply to the Reserve Adjusted Eurodollar Loans
for which an interest rate is then being determined for the applicable
Interest Period and shall promptly give notice thereof (in writing or by
telephone promptly confirmed in writing) to the Borrower and to each Bank.

-13-

(b) In the event that (i) in the case of clause (A) below, the
Administrative Agent or (ii) in the case of clause (B) or (C) below, any
Bank shall have determined (which determination shall, absent demonstrable
error, be final, conclusive and binding upon all parties hereto):

(A) on any date for determining the Eurodollar Rate
for any Interest Period that, by reason of any changes arising
on or after the Closing Date affecting the interbank
Eurodollar market, adequate and fair means do not exist for
ascertaining the applicable interest rate on the basis
provided for in the definition of Eurodollar Rate;

(B) at any time that such Bank shall incur increased
costs or reductions in the amounts received or receivable
hereunder with respect to any Reserve Adjusted Eurodollar
Loans or its obligation to make Reserve Adjusted Eurodollar
Loans because of any change since the Closing Date (including
any changes proposed or published prior to the Closing Date,
except that any such proposed or published changes as to which
the Administrative Agent had actual knowledge prior to the
Closing Date shall only be included if the Administrative
Agent has notified the Borrower of such proposed or published
changes in writing on or before the Closing Date) in any
applicable law, governmental rule, regulation, guideline,
request or order (or in the interpretation or administration
thereof and including the introduction of any new law or
governmental rule, regulation, guideline, request or order)
(such as, for example, but not limited to a change in official
reserve requirements, but, in all events, excluding reserves
required under Regulation D to the extent included in the
computation of the Eurodollar Rate) and excluding any change
in the basis of taxation of payments to any Bank of the
principal or interest on the Notes or any other amounts
payable hereunder, such changes being provided for exclusively
by Section 3.07; or

(C) at any time that the making or continuance of any
Reserve Adjusted Eurodollar Loan has become unlawful by
compliance by such Bank in good faith with any applicable law,
governmental rule, regulation, guideline, request or order (or
would conflict with any such applicable law, governmental
rule, regulation, guideline, request or order, whether or not
having the force of law and even though the failure to comply
therewith would not be unlawful);

then, and in any such event, the Administrative Agent in the case of clause
(A) above or such Bank in the case of clause (B) or (C) above shall on such
date give notice (by telephone confirmed in writing) in accordance with
Section 1.10(h) to the Borrower of the Loan affected and, in the case of
clause (B) or (C) to the Administrative Agent, of such determination (which
notice the Administrative Agent shall promptly transmit to each of the
other Banks). Thereafter (1) in the case of clause (A) above, Reserve
Adjusted Eurodollar Loans shall no longer be available until such time as
the Administrative Agent

-14-

notifies the Borrower and the Banks that the circumstances giving rise
to such notice by the Administrative Agent no longer exist, and any
Notice of Borrowing or Notice of Conversion/Continuation given by the
Borrower with respect to the borrowing of or conversion into (including
continuance of) Reserve Adjusted Eurodollar Loans which have not yet
been incurred shall be deemed rescinded by the Borrower, (2) in the case
of clause (B) above, the Borrower shall pay to such Bank, within 10
Business Days of written demand therefor, such additional amounts as
shall be required to compensate such Bank for such increased costs or
reductions in amounts receivable hereunder (a written notice pursuant to
Section 1.10(h) as to the additional amounts owed to such Bank, showing
the basis for the calculation thereof, submitted to the Borrower by such
Bank shall, absent demonstrable error, be final, conclusive and binding
upon all parties hereto) and (3) in the case of clause (C) above, the
Borrower shall take one of the actions specified in Section 1.10(d) as
promptly as possible and, in any event, within the time period required
by law.

(c) At any time that any Reserve Adjusted Eurodollar Loan is
affected by the circumstances described in Section 1.10(b)(B), the Borrower
may either (i) if a Notice of Borrowing or Notice of
Conversion/Continuation has been given with respect to the affected Reserve
Adjusted Eurodollar Loan, cancel such Notice of Borrowing or Notice of
Conversion/Continuation by giving the Administrative Agent telephonic
notice (promptly confirmed in writing) thereof on the same date (if the
Borrower has been notified by not later than 3:00 P.M. (New York time) or
the next Business Day if otherwise) that the Borrower was notified by a
Bank pursuant to Section 1.10(b)(B) or (C), or (ii) if the affected Reserve
Adjusted Eurodollar Loan is then outstanding, upon at least one Business
Day's notice to the Administrative Agent, either require the affected Bank
to convert each such Reserve Adjusted Eurodollar Loan into a Base Rate
Loan, or prepay such Reserve Adjusted Eurodollar Loan; PROVIDED, HOWEVER,
that if more than one Bank is affected at any time, then all affected Banks
must be treated the same pursuant to this Section 1.10(c); and PROVIDED,
FURTHER, that the Borrower shall compensate any such affected Banks as set
forth in Section 1.10(f).

(d) At any time that any Reserve Adjusted Eurodollar Loan is
affected by the circumstances described in Section 1.10(b)(C), the Borrower
shall either (i) if a Notice of Borrowing or Notice of
Conversion/Continuation has been given with respect to the affected Reserve
Adjusted Eurodollar Loan, be deemed to have canceled said Notice of
Borrowing or Notice of Conversion/Continuation or (ii) if the affected
Reserve Adjusted Eurodollar Loan is then outstanding, either permit the
affected Bank to convert each such Reserve Adjusted Eurodollar Loan into a
Base Rate Loan, or prepay such Reserve Adjusted Eurodollar Loan; PROVIDED,
HOWEVER, that if more than one Bank is affected at any time, then all
affected Banks must be treated the same pursuant to this Section 1.10(d);
and PROVIDED, FURTHER, that the Borrower shall compensate any such affected
Banks as set forth in Section 1.10(f).

-15-

(e) Each Bank agrees that, as promptly as practicable after it has
actual knowledge of the occurrence of any event or the existence of a
condition that would cause it to be an affected Bank under Section
1.10(b)(B) or (C), it will, to the extent not inconsistent with such Bank's
internal policies or any legal or regulatory restrictions, use reasonable
efforts to make, fund or maintain the affected Reserve Adjusted Eurodollar
Loans of such Bank through another lending office of such Bank if as a
result thereof the additional moneys which would otherwise be required to
be paid in respect of such Loans pursuant to Section 1.10(b)(B) would be
materially reduced or the illegality or other adverse circumstances which
would otherwise require conversion or prepayment of such Loans pursuant to
Section 1.10(b)(C) would cease to exist, and if, as determined by such
Bank, in its reasonable discretion, the making, funding or maintaining of
such Loans through such other lending office would not otherwise adversely
affect such Loans or such Bank. The Borrower hereby agrees to pay all
reasonable out-of-pocket expenses incurred by any Bank in utilizing another
lending office of such Bank pursuant to this Section 1.10(e).

(f) The Borrower shall compensate each Bank, within 10 Business
Days after a written request by such Bank (which request shall be
accompanied by a written notice pursuant to Section 1.10(h) setting forth
in reasonable detail the calculation of such amounts), for all reasonable
out-of-pocket losses, expenses and liabilities (including, without
limitation, such factors as any interest paid by such Bank to lenders of
funds borrowed by it to make or carry its Reserve Adjusted Eurodollar Loans
and any loss sustained by such Bank in connection with re-employment of
such funds (based upon the difference between the amount earned in
connection with the re-employment of such funds and the amount payable by
the Borrower if such funds had been borrowed or remained outstanding))
("BREAKAGE COSTS") which such Bank may sustain with respect to the
Borrower's Reserve Adjusted Eurodollar Loans: (i) if for any reason (other
than a default or error by such Bank) a Borrowing of any Reserve Adjusted
Eurodollar Loan does not occur on a date specified therefor in a Notice of
Borrowing or a Notice of Conversion/Continuation or in a telephonic request
for borrowing or conversion or continuation, or a successive Interest
Period in respect of any such Reserve Adjusted Eurodollar Loan does not
commence after notice therefor is given pursuant to Section 1.06; or (ii)
subject to Section 3.08, if any payment, prepayment or conversion (as
required by Section 3.01, 3.02 or 3.03(a) through (e), inclusive, or
3.03(h) or (i), by acceleration or otherwise) of any of such Bank's Reserve
Adjusted Eurodollar Loans occurs on a date which is not the last day of the
Interest Period applicable to that Loan; or (iii) if any prepayment of any
such Bank's Reserve Adjusted Eurodollar Loans is not made on any date
specified in a notice of prepayment given by the Borrower; or (iv) as a
consequence of any other failure by the Borrower to repay such Bank's
Reserve Adjusted Eurodollar Loans when required by the terms of this
Agreement.

(g) Any Bank claiming any additional amounts payable pursuant to
this Section 1.10 agrees to use reasonable efforts (consistent with such
Bank's internal

-16-

policies and with legal and regulatory restrictions) to designate a
different lending office if the making of such a designation would avoid
the need for, or reduce the amount of, any such additional amounts and
would not, in the reasonable judgment of such Bank, be in any way
otherwise disadvantageous to such Bank.

(h) Each Bank shall notify the Borrower of any event occurring
after the date hereof entitling such Bank to compensation under this
Sections 1.10(a) through (g) as promptly as practicable, but in any event
within 90 days after such Bank obtains actual knowledge thereof; PROVIDED,
HOWEVER, that if any Bank fails to give such notice within 90 days after it
obtains actual knowledge of such an event, such Bank shall, with respect to
compensation payable pursuant to this Section 1.10 in respect of any costs
or other amounts resulting from or relating to such event, only be entitled
to payment under this Section 1.10 for such costs or other amounts from and
after the date 90 days prior to the date that such Bank does give such
notice. Each Bank will furnish to the Borrower a certificate setting forth
in reasonable detail the basis and amount of each request by such Bank for
compensation under this Section 1.10. Determinations by any Bank for
purposes of this Section 1.10, including of the effect of any regulatory
change pursuant to Section 1.10(b)(B) on its costs of maintaining Loans or
its obligation to make Loans, or on amounts receivable by it in respect of
Loans, and of the amounts required to compensate such Bank under this
Section 1.10, shall be made on a reasonable basis.

1.11. CAPITAL REQUIREMENTS.

(a) If any Bank shall have determined in good faith that the
adoption or effectiveness after the Closing Date of any applicable law,
governmental rule, regulation, guideline, request or order regarding
capital adequacy, or any change therein, or any change in the
interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by such Bank or such Bank's parent
with any request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or comparable
agency has or would have the effect of reducing the rate of return on the
capital or assets of such Bank or such Bank's parent as a consequence of
such Bank's obligations hereunder to a level below that which such Bank or
such Bank's parent could have achieved but for such adoption, effectiveness
or change or as a consequence of an increase in the amount of capital
required to be maintained by such Bank as a consequence of such Bank's
obligations hereunder (including in each case, without limitation, with
respect to any of such Bank's Commitments or any Loan), then from time to
time, within 15 Business Days after demand by such Bank (with a copy to the
Administrative Agent), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank or such Bank's parent, as
the case may be, for such reduction.

-17-

(b) Each Bank, upon determining in good faith that any additional
amounts will be payable pursuant to Section 1.11(a), will give prompt
written notice thereof to the Borrower, but in any event within 90 days
after such Bank obtains actual knowledge of an event described in Section
1.11(a) pursuant to which additional amounts will be payable thereunder;
PROVIDED, HOWEVER, that if any Bank fails to give such notice within 90
days after it obtains actual knowledge of such an event, such Bank shall,
with respect to compensation payable pursuant to this Section 1.11 in
respect of any costs or other amounts resulting from or relating to such
event, be entitled to payment under this Section 1.11 only for such costs
or other amounts from and after the date 90 days prior to the date that
such Bank does give such notice. Each Bank will furnish to the Borrower a
certificate setting forth in reasonable detail the basis and amount of each
request by such Bank for compensation under this Section 1.11.
Determinations by any Bank for purposes of this Section 1.11, including of
the effect of any regulatory change pursuant to Section 1.11(a) on its rate
of return or in the amount of capital required to be maintained by it, and
of the amounts required to compensate such Bank under this Section 1.11,
shall be made on a reasonable basis.

1.12. TOTAL LOAN COMMITMENTS; LIMITATIONS ON OUTSTANDING LOAN AMOUNTS.
As of the Closing Date, the amount of (a) the Total Commitment is $150,000,000,
(b) the Total Revolving Loan Commitment is $40,000,000, (c) the Total
Acquisition Term Loan Commitment is $75,000,000, and (d) the Total Supplemental
Loan Commitment is $35,000,000. Anything contained in this Agreement to the
contrary notwithstanding, (i) in no event shall the sum of the aggregate
principal amount of all outstanding Revolving Loans, Acquisition Term Loans,
Supplemental Revolving Loans and Supplemental Term Loans of any Bank at any time
exceed such Bank's portion of the Total Commitment, (ii) in no event shall the
sum of the aggregate principal amount of all Revolving Loans, Acquisition Term
Loans, Supplemental Revolving Loans and Supplemental Term Loans from all Banks
at any time exceed the Total Commitment, (iii) in no event shall the Total
Revolver Utilization exceed the Total Revolving Loan Commitment, (iv) in no
event shall the Total Acquisition Utilization exceed the Total Acquisition Term
Loan Commitment, and (v) in no event shall the Total Supplemental Utilization
exceed the Total Supplemental Loan Commitment.

1.13. LETTERS OF CREDIT

(a) LETTERS OF CREDIT; PARTICIPATION; ADDITIONAL COLLATERAL UPON
DEFAULT.

(i) Subject to the terms and conditions of this Agreement,
so long as no Default or Event of Default exists hereunder, and in
reliance upon the representations and warranties of the Borrower
set forth herein and in the other Credit Documents, in addition to
requesting that the Banks make Revolving Loans or Supplemental
Revolving Loans pursuant to Section 1.03, the Borrower may request,
from time to time, in accordance with the provisions of this
Section 1.13, that one or more Issuing Banks issue Letters of
Credit for the account of the Borrower; PROVIDED, THAT:

-18-

(w) the Borrower shall specify in such request whether
such Letter of Credit is to be issued under the
Revolving Portion or the Supplemental Portion of the
Loan Facility; and

(x) the Borrower shall not request that any Bank issue
any Letter of Credit and a Bank shall not be
required to issue any Letter of Credit, if after
giving effect to such issuance the sum of (a) the
Letters of Credit Usage on the date of such
issuance, after giving effect to the issuance of all
Letters of Credit subject to outstanding requests
for issuance of a Letter of Credit, plus (b) the
aggregate principal amount of Revolving Loans or
Supplemental Revolving Loans, as the case may be,
then outstanding, after giving effect to the making
of all Revolving Loans or Supplemental Revolving
Loans, as the case may be, then requested by all
outstanding but unfunded Notices of Borrowing, would
exceed the lesser of (x) the Borrowing Base as shown
in the Borrowing Base Certificate that was last
required to be delivered pursuant to Section 6.01 or
(y) the Total Revolving Loan Commitment or the Total
Supplemental Revolving Loan Commitment, as the case
may be; and

(y) In no event shall any Issuing Bank issue any Letter
of Credit having an expiration date which is (x)
later than thirty (30) Business Days prior to the
Revolving Loan Maturity Date or Supplemental
Revolving Loan Maturity Date, as the case may be,
after giving effect to any possible renewal of such
Letter of Credit, or (y) more than one year after
its date of issuance; PROVIDED that, subject to the
foregoing clause (ii)(x), this clause (ii)(y) shall
not prevent any Issuing Bank from issuing a Letter
of Credit which is subject to renewal for periods
not exceeding one year per renewal; and

(z) In no event shall any Issuing Bank issue any Letter
of Credit if, after giving effect to such issuance
and the issuance of all other requested Letters of
Credit, the then outstanding Letters of Credit Usage
in respect of all Letters of Credit would exceed
$5,000,000.

(ii) Upon the issuance of any Letter of Credit, a
participation therein, in an amount equal to each Bank's PRO RATA
share (determined on the basis of such Bank's Revolving Loan
Commitment or Supplemental Revolving Loan Commitment, as the case
may be) (such participation of each Bank in each Letter of Credit
being hereinafter referred to as its "Letter of Credit
Participation"), shall

-19-

automatically be deemed granted by the Issuing Bank to each Bank
on the date of such issuance and the Banks shall automatically be
obligated, as set forth in Section 1.13(e), to reimburse the
Issuing Bank to the extent of such pro rata share for all
obligations incurred by the Issuing Bank to third parties in
respect of such Letter of Credit not reimbursed by the Borrower.
The Issuing Bank will send to each Bank (and the Administrative
Agent if the Issuing Bank is not the Administrative Agent) a
confirmation regarding the participation in Letters of Credit
outstanding during such month.

(iii) Notwithstanding the foregoing, upon the occurrence
and during the continuation of any Event of Default hereunder, the
Administrative Agent or the Required Banks may, by notice to the
Borrower, require that any outstanding Letters of Credit be cash
collateralized, and upon receipt of such notice, the Borrower
shall, within five Business Days of such notice, deliver to the
Administrative Agent an amount equal to the sum of (x) the maximum
aggregate amount that is or at any time thereafter may become
available to be drawn under any such outstanding Letters of Credit
and (y) the aggregate amount of all drawings under such Letters of
Credit which have been honored by Issuing Banks with respect
thereto and not theretofore reimbursed by the Borrower; PROVIDED,
that any such cash collateralized Letters of Credit shall be
excluded from the calculation of Letters of Credit Usage for
purposes of determining the availability of Letters of Credit under
Section 1.13(a)(x) and for purposes of Section 3.03(a) or (b).

(iv) The Administrative Agent is hereby authorized and
directed in the event of such Event of Default and requirement of
cash collateral to create a segregated cash collateral account
bearing interest payable to the Borrower at a rate per annum equal
to the Federal Funds Rate (a "LETTER OF CREDIT CASH COLLATERAL
ACCOUNT"), and to deposit in such account any amounts received from
the Borrower pursuant to the foregoing. Funds on deposit from time
to time in any Letter of Credit Cash Collateral Account (the
"LETTER OF CREDIT CASH COLLATERAL") shall be held by the
Administrative Agent for the benefit of the Banks hereunder,
including Issuing Banks, in respect of their participation in
Letters of Credit and as Banks hereunder and as security for the
payment and performance of the Obligations in accordance with the
Security Documents, including the Borrower's obligations under
Section 1.13(d), shall be subject to the sole dominion and control
of the Administrative Agent and the Borrower shall have no right of
withdrawal from the Letter of Credit Cash Collateral Account.
Notwithstanding any provision in this Agreement or in any Security
Document, after payment of any costs of collection and reasonable
expenses of the Administrative Agent in connection with the
establishment of the Letter of Credit Cash Collateral Account,
Letter of Credit Cash Collateral shall be applied by the
Administrative Agent as follows: FIRST, to reimburse any Banks
(including any

-20-

Issuing Banks) for any drawings (or participation in such) on
such Letters of Credit which have not been repaid by the
Borrower, such reimbursement to be made from time to time until
no Letters of Credit are outstanding; SECOND, only after no
Letters of Credit remain outstanding and any unreimbursed
drawings (or participations in such) of any Bank (including any
Issuing Bank) have been fully repaid and all fees payable under
this Section 1.13 have been paid, to the payment, in accordance
with the Security Documents, of any of the remaining Obligations
then due and payable; and FINALLY, after its application in
accordance with the foregoing, returned to the Borrower.

(b) REQUEST FOR ISSUANCE Whenever the Borrower desires the
issuance of a Letter of Credit it shall deliver to the Administrative
Agent, at the Agent's Office, an application requesting issuance of a
Letter of Credit no later than 1:00 P.M. (New York time) at least three
Business Days, or such shorter period as may be agreed to by any Issuing
Bank in any particular instance, in advance of the proposed date of
issuance. The request for issuance with respect to any Letter of Credit
shall specify (i) the proposed date of issuance (which shall be a business
day under the laws of the jurisdiction of the Issuing Bank) of such Letter
of Credit, (ii) the face amount of such Letter of Credit, (iii) the
expiration date of such Letter of Credit and (iv) the name and address of
the beneficiary of such Letter of Credit. As soon as practicable after
delivery of such request for issuance of a Letter of Credit, the Issuing
Bank for such Letter of Credit shall be determined as provided in Section
1.13(c). Prior to the date of issuance, the Borrower shall specify a
precise description of the documents and the verbatim text of any
certificate to be presented by the beneficiary of such Letter of Credit
which, if presented by such beneficiary prior to the expiration date of the
Letter of Credit, would require the Issuing Bank to make payment under the
Letter of Credit; PROVIDED that the Issuing Bank, in its sole judgment, may
require such changes in any such documents and certificates as it
reasonably believes to be necessary to comply with laws, customs or
practices or to achieve clarity; and PROVIDED, FURTHER, that no Letter of
Credit shall require payment against a conforming draft to be made
thereunder earlier than 1:00 P.M. in the time zone of the Issuing Bank on
the Business Day (which shall be a business day under the laws of the
jurisdiction of the Issuing Bank) next succeeding the Business Day (which
shall be a business day under the laws of the jurisdiction of the Issuing
Bank) that such draft is presented. In determining whether to pay under
the Letter of Credit, the Issuing Bank shall be responsible only to
determine that the documents and certificates required to be delivered
under the Letter of Credit have been delivered and that they comply on
their face with the requirements of that Letter of Credit. Without
limiting the foregoing, the determination of whether a demand has been made
prior to the expiration of a Letter of Credit and whether a demand is in
proper and sufficient form for compliance with the Letter of Credit shall
be made by the Issuing Bank in accordance with Section 1.13(k). The
Issuing Bank is authorized without reference to or approval by the Borrower
to set forth the terms appearing on the relevant application for the Letter
of Credit in the Letter of Credit and to modify or alter such terms in such
language as the Issuing Bank may

-21-

deem appropriate, with such variations from such terms as such Bank may,
in accordance with Section 1.13(k), determine are necessary to comply
with laws, customs or practices or to achieve clarity and are not
materially inconsistent with such terms. Promptly after receipt of a
request for issuance of a Letter of Credit and the determination of the
Issuing Bank thereof, the Administrative Agent shall notify each Bank of
the proposed issuance, the identity of the Issuing Bank and the amount
of each other Bank's respective participation therein, determined in
accordance with Section 1.13(a)(ii).

(c) DETERMINATION OF ISSUING BANK. Upon receipt by the
Administrative Agent of a request for issuance pursuant to Section 1.13(b)
with respect to a Letter of Credit, in the event that Indosuez elects to
issue such Letter of Credit, the Administrative Agent shall so notify the
Borrower, and Indosuez shall be the Issuing Bank with respect thereto. In
the event that Indosuez, in its sole discretion, elects not to issue such
Letter of Credit, the Administrative Agent shall promptly so notify the
Borrower, and the Borrower may request any other Bank to issue such Letter
of Credit. Each such Bank so requested to issue such Letter of Credit
shall promptly notify the Borrower and the Administrative Agent whether or
not, in its sole discretion, it has elected to issue such Letter of Credit
and any such Bank that so elects to issue such Letter of Credit shall be
the Issuing Bank with respect thereto. In the event that all other Banks
shall have declined to issue such Letter of Credit, notwithstanding the
prior election of Indosuez not to issue such Letter of Credit, Indosuez
shall be obligated to issue the Letter of Credit requested by the Borrower
and shall be the Issuing Bank with respect to such Letter of Credit;
PROVIDED that Indosuez shall not be obligated to issue any Letter of Credit
for which the initial stated amount is less than $5,000. No Issuing Bank
shall issue any Letter of Credit denominated in a currency other than
Dollars.

(d) PAYMENT OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. In the
event of any request for drawing under any Letter of Credit by the
beneficiary thereof, the Issuing Bank shall notify the Borrower and the
Administrative Agent on or before the date on which such Issuing Bank
intends to honor such drawing, and the Borrower shall reimburse such
Issuing Bank on the day on which such drawing is honored in an amount in
same day funds equal to the amount of such drawing: PROVIDED that,
anything contained in this Agreement to the contrary notwithstanding, (i)
unless the Borrower shall have notified the Administrative Agent and such
Issuing Bank prior to 1:00 p.m. (New York time) on the Business Day of the
date of such drawing that the Borrower intends to reimburse such Issuing
Bank for the amount of such drawing with funds other than the proceeds of
Revolving Loans, the Borrower shall be deemed to have timely given a Notice
of Borrowing to the Administrative Agent requesting the Banks to make
Revolving Loans or Supplemental Revolving Loans, as the case may be, that
are Base Rate Loans on the date on which such drawing is honored in an
amount equal to the amount of such drawing, and (ii) subject to
availability under the Borrowing Base, the Banks shall, on the date of such
drawing, make Revolving Loans or Supplemental Revolving Loans, as the case
may be, that are Base Rate Loans in the amount of such

-22-

drawing, the proceeds of which shall be applied directly by the
Administrative Agent to reimburse such Issuing Bank for the amount of
such drawing; and PROVIDED FURTHER that if for any reason, Revolving
Loans or Supplemental Revolving Loans, as the case may be, are not made
to so reimburse such Issuing Bank in an amount equal to the amount of
such drawing, the Borrower shall reimburse such Issuing Bank, within one
Business Day (which shall be a business day under the laws of
jurisdiction of such Issuing Bank) following the receipt of notice from
the Administrative Agent that such Revolving Loans or Supplemental
Revolving Loans, as the case may be, have not been made, in an amount in
same day funds equal to the excess of the amount of such drawing over
the amount of such Revolving Loans or Supplemental Revolving Loans, as
the case may be, if any, that are so received, plus accrued interest on
such amount at the rate set forth in Section 1.13(f)(i)(A).

(e) PAYMENT BY BANKS. In the event that (i) the Borrower shall
fail to reimburse an Issuing Bank as provided in Section 1.13(d) in an
amount equal to the amount of any drawing honored by such Issuing Bank
under a Letter of Credit issued by it, and (ii) the Revolving Loans are not
made in payment of such reimbursement obligation as provided in Section
1.13(d), such Issuing Bank shall promptly notify each Bank of the
unreimbursed amount of such drawing and of such Bank's respective
participation therein. Each Bank shall make available to such Issuing Bank
an amount equal to its respective participation in same day funds, at the
office of such Issuing Bank specified in such notice, not later than 1:00
P.M. (New York time) on the Business Day (which shall be a business day
under the laws of the jurisdiction of such Issuing Bank) after the date
notified by such Issuing Bank. In the event that any Bank fails to make
available to such Issuing Bank the amount of such Bank's participation in
such Letter of Credit as provided in this Section 1.13(e), such Issuing
Bank shall be entitled to recover such amount on demand from such Bank
together with interest at the customary rate set by the Administrative
Agent for the correction of errors among banks for three Business Days and
thereafter at the Base Rate. Each Issuing Bank shall distribute to each
other Bank which has paid all amounts payable by it under this Section
1.13(e) with respect to any Letter of Credit issued by such Issuing Bank
such other Bank's PRO RATA share of all payments received by such Issuing
Bank from the Borrower in reimbursement of drawings honored by such Issuing
Bank under such Letter of Credit when such payments are received. Nothing
in this Section 1.13(e) shall be deemed to relieve any Bank of its
obligation to pay all amounts payable by it under this Section 1.13(e) with
respect to any Letter of Credit issued by an Issuing Bank or to prejudice
any rights that the Borrower or any other Bank may have against a Bank as a
result of any default by such Bank hereunder and no Bank shall be
responsible for the failure of any other Bank to pay its PRO RATA share
payable under this Section 1.13(e).

(f) COMPENSATION.

-23-

(i) the Borrower agrees to pay the following amounts with
respect to all Letters of Credit:

(A) with respect to drawings made under any
Letter of Credit, interest, payable on demand, on the amount
paid by such Issuing Bank in respect of each such drawing
from and including the date of the drawing through the date
such amount is reimbursed by the Borrower (including any
such reimbursement out of the proceeds of Revolving Loans or
Supplemental Revolving Loans, as the case may be, pursuant
to Section 1.13(d)) at a rate which is equal to the interest
rate then applicable to Revolving Loans or Supplemental
Revolving Loans, as the case may be, that are Base Rate
Loans for the period from the date of such drawing to and
including the first Business Day after the date of such
drawing and thereafter at a rate equal to 2% PER ANNUM in
excess of the rate of interest otherwise payable under this
Agreement for Revolving Loans or Supplemental Revolving
Loans, as the case may be, that are Base Rate Loans during
such period; and

(B) with respect to the amendment or transfer of
each Letter of Credit and each drawing made thereunder,
documentary and processing charges in accordance with such
Issuing Bank's standard schedule for such charges in effect
at the time of such amendment, transfer or drawing, as the
case may be.

(ii) the Borrower agrees to pay to the Administrative
Agent for distribution to each Bank in respect of all Letters of
Credit outstanding such Bank's PRO RATA share of a commission equal
to 2% PER ANNUM of the maximum amount available from time to time
to be drawn under such outstanding Letters of Credit, payable in
arrears on and through the last Business Day of each March, June,
September and December commencing March 31, 1997 and calculated on
the basis of a 365-day year and the actual number of days elapsed.
Upon the happening and during the continuance of an Event of
Default described in Section 8.01, the commission referred to in
the preceding sentence shall be 4% PER ANNUM.

(iii) the Borrower agrees to pay to each Issuing Bank in
respect of each Letter of Credit issued by each such Issuing Bank
on the date of issuance an amount equal to the greater of (A) 1/2
of 1% of the maximum amount available at any time to be drawn under
such Letter of Credit or (B) $1,500.

Amounts payable under clauses (i) (A) and (ii) of this Section
1.13(f) shall be paid to the Administrative Agent for the benefit of
the Banks. The Administrative Agent shall promptly distribute to each
Bank its PRO RATA share of such amount. Amounts payable under clauses
(i) (B) and (iii) of this Section

-24-

1.13(f) shall be paid to the Administrative Agent, and thereupon paid
over to the Issuing Bank.

(g) OBLIGATIONS ABSOLUTE. The obligation of the Borrower to
reimburse each Issuing Bank for drawings made under the Letters of Credit
issued by it and the obligations of the Banks under Section 1.13(e) shall
be unconditional and irrevocable and shall be paid strictly in accordance
with the terms of this Agreement under all circumstances including, without
limitation, the following circumstances:

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

(ii) the existence of any claim, set off, defense or other
right that the Borrower or any other Person may have at any time
against a beneficiary or any transferee of any Letter of Credit (or
any persons or entities for whom any such beneficiary or transferee
may be acting), such Issuing Bank, any Bank or any other Person,
whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction;

(iii) any draft, demand, certificate or any other document
presented under any Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect, if not apparent
from the documents presented;

(iv) payment by such Issuing Bank under any Letter of
Credit against presentation of a demand, draft or certificate or
other document that does not comply with the terms of such Letter
of Credit unless such Issuing Bank shall have acted in bad faith or
with willful misconduct or gross negligence in issuing such
payment;

(v) any other circumstance or happening whatsoever that
is similar to any of the foregoing; or

(vi) the fact that a Default or Event of Default shall
have occurred and be continuing.

(h) ADDITIONAL PAYMENTS. If by reason of (a) any change after the
Effective Date in applicable law, regulation, rule, decree or regulatory
requirement or any change in the interpretation or application by an
judicial or regulatory authority of any law, regulation, rule, decree or
regulatory requirement or (b) compliance by an Issuing Bank or any Bank
with any direction, request or requirement (whether or not having the force
of law) of any Governmental Authority or monetary authority including,
without limitation, Regulation D, any reserve, deposit or similar
requirement is or shall be applicable, imposed or modified in respect of
any Letter of Credit issued by such Issuing Bank or participation

-25-

therein purchased by any Bank and the result of the foregoing is to
increase the cost to such Issuing Bank or any Bank of issuing, making or
maintaining any Letter of Credit or of purchasing or maintaining any
participation therein, or to reduce the amount receivable in respect
thereof by such Issuing Bank or any Bank, then and in any such case such
Issuing Bank or such Bank shall, after the additional cost is incurred
or the amount received is reduced, notify the Borrower and the Borrower
shall pay within 10 Business Days after demand such amounts as such
Issuing Bank or such Bank may specify to be necessary to compensate such
Issuing Bank or such Bank 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 PER ANNUM equal at all times to the
rate applicable to Revolving Loans or Supplemental Revolving Loans that
are Base Rate Loans then in effect; PROVIDED that if any Bank fails to
give such notice within 90 days after it obtains actual knowledge of
such an event, such Bank shall, with respect to compensation payable
pursuant to this Section 1.13(h) in respect of any costs or other
amounts resulting from or relating to such event, only be entitled to
payment under this Section 1.13(h) for such costs or other amounts
incurred from and after the date 90 days prior to the date that such
Bank does give such notice; and PROVIDED, FURTHER, that each Bank agrees
that, as promptly as practicable after it becomes aware of the existence
of the foregoing conditions, it will, to the extent not inconsistent
with such Bank's internal policies or any legal or regulatory
restrictions, use reasonable efforts to issue, make or maintain the
affected Letter of Credit or purchase or maintain any participation
therein through another lending office of such Bank if as a result
thereof the additional moneys which would otherwise be required to be
paid to compensate for such additional cost or reduced receipt with
respect to such Letter of Credit pursuant to this Section 1.13(h) would
be reduced and if, as determined by such Bank, in its reasonable
discretion, the issuance, making or maintaining of such Letter of Credit
or the purchasing or maintaining of any participation therein through
such other lending office would not otherwise materially adversely
affect such Letter of Credit or such Bank. Each Bank will furnish to
the Borrower a certificate setting forth in reasonable detail the basis
and amount of each request by such Bank for compensation under this
Section 1.13(h). Determinations by any Bank for purposes of this
Section 1.13(h), including of the effect of any regulatory change
pursuant to Section 1.13(h) on its costs of making or maintaining
Letters of Credit (or purchasing or maintaining participation therein),
or on amounts receivable by it in respect of Letters of Credit, and of
the amounts required to compensate such Bank under this Section 1.13(h),
shall be made on a reasonable basis. A certificate in reasonable detail
as to the amount of such increased cost or reduced receipt, submitted to
the Borrower and the Administrative Agent by the Issuing Bank or any
Bank, as the case may be, shall, except for demonstrable error, be
final, conclusive and binding for all purposes.

(i) INDEMNIFICATION; NATURE OF ISSUING BANK'S DUTIES. In addition
to amounts payable as elsewhere provided in this Section 1.13, without
duplication, the Borrower hereby agrees to protect, indemnify, pay and save
each Issuing Bank harmless from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and

-26-

expenses (including reasonable attorneys' fees and allocated costs of
internal counsel) which such Issuing Bank may incur or be subject to as
a consequence, direct or indirect, of (i) the issuance of the Letters of
Credit or (ii) the failure of such Issuing Bank to honor a drawing under
any Letter of Credit, in each case as a result of any act or omission,
whether rightful or wrongful, of any present or future de jure or de
facto Governmental Authority.

As between the Borrower and each Issuing Bank, the Borrower assumes
all risks of the acts and omissions of, or misuse of the Letters of Credit
issued by such Issuing Bank by, the respective beneficiaries of such
Letters of Credit. In furtherance and not in limitation of the foregoing,
such Issuing Bank shall not be responsible: (i) for the form, validity,
sufficiency, accuracy, genuineness or legal effects of any document
submitted by any party in connection with the application for and issuance
of any such Letter of Credit, even if it should in fact prove to be in any
or all respects invalid, insufficient, inaccurate, fraudulent or forged;
(ii) for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign any such Letter of Credit or
the rights or benefits thereunder or proceeds thereof, in whole or in part,
that may prove to be invalid or ineffective for any reason; (iii) for
failure of the beneficiary of any such Letter of Credit to comply fully
with conditions required in order to draw upon such Letter of Credit; (iv)
for errors, omissions, interruptions or delays in transmission or delivery
of any messages, by mail, cable, telegraph, telex or otherwise, whether or
not they are in cipher; (v) for errors in the translation or interpretation
of technical terms; (vi) for any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any
such Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of any such Letter of Credit of the
proceeds of any drawing under such Letter of Credit; (viii) for any
consequences arising from causes beyond the control of such Issuing Bank or
its correspondents, including, without limitation, any act or omission of
any Governmental Authority; and (ix) for any error, neglect, default,
suspension or insolvency of any Issuing Bank's correspondents or any
consequence thereof, PROVIDED, in each case, that the Issuing Bank acts in
good faith. None of the above shall affect, impair, or prevent the vesting
of any of such Issuing Bank's rights or powers hereunder. Any Issuing Bank
shall have the right to transmit the terms of the Letter of Credit without
translating them. If the Letter of Credit provides that payment is to be
made by the Issuing Bank's correspondent, neither the Issuing Bank nor such
correspondent shall be responsible for the failure of any document
specified in the Letter of Credit to come into the Issuing Bank's hands or
for any delay in connection therewith, and the Borrower's obligation to
reimburse the Issuing Bank for payments made or obligations incurred shall
not be affected by such failure or delay in the receipt by the Issuing Bank
of any or all of such documents whether sent to such Bank in one or
multiple mailings. No Issuing Bank shall be liable for any failure by such
Bank or anyone else to pay or accept any draft or other demands for payment
or acceptance under the Letter of Credit resulting from any censorship,
law, control or restriction rightfully or wrongfully exercised by any de
facto or de jure Governmental Authority or from any

-27-

other cause beyond such Bank's control or the control of such Bank's
correspondents, agents or sub-agents or for any loss or damage to the
Borrower or anyone else resulting from any such failure to pay or
accept, all such risks being expressly assumed by the Borrower.

In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by any
Issuing Bank in connection with the Letters of Credit issued by it or the
related certificates, if taken or omitted in good faith, shall not result
in such Issuing Bank incurring any liability to the Borrower. Without
limiting the generality of the foregoing, the Issuing Bank and its
correspondents may, without incurring any responsibility or liability, (i)
act in reliance upon any oral, telephonic, telegraphic, telex, telecopier,
electronic or written request, application (including an application for
issuance of a Letter of Credit) or notice believed in good faith to have
been authorized by the Borrower, whether or not given or signed by an
authorized person, and (ii) receive, accept and pay any drafts or other
documents and instruments (otherwise in order) signed by, or issued to, the
receiver, executor, administrator, liquidator, guardian or conservator of
anyone named in the Letter of Credit as the person by whom drafts and other
documents and instruments are to be made or issued.

Notwithstanding anything to the contrary contained in this Section
1.13(i), the Borrower shall have no obligation to indemnify any Issuing
Bank or any Bank in respect of any liability incurred by such Issuing Bank
or such Bank arising out of the gross negligence, bad faith or willful
misconduct of such Issuing Bank or such Bank or out of the wrongful
dishonor by such Issuing Bank or such Bank of a proper demand for payment
under the Letters of Credit issued by it.

(j) COMPUTATION OF INTEREST. Interest payable pursuant to this
Section 1.13 shall be computed on the basis of a 360 day year and the
actual number of days elapsed.

(k) UNIFORM CUSTOMS AND PRACTICE. This Section 1.13 shall be
subject to the Uniform Customs and Practice for Documentary Credits of the
International Chamber of Commerce as in force on the date of issuance of
each Letter of Credit ("UCP") and the UCP shall in all respects be deemed a
part hereof as fully as if incorporated herein. The provisions of this
Section 1.13 shall, where possible, be construed so as to be consistent
with the UCP; PROVIDED that to the extent the provisions of the UCP are not
consistent with the provisions of this Section 1.13 the provisions of the
UCP shall control. Notwithstanding the provisions of Section 11.08 hereof,
in the event of any conflict between the UCP and Article 5 of the UCC, the
UCP shall govern as to the provisions of this Section 1.13.

-28-

SECTION 2. COMMITMENTS.

2.01. VOLUNTARY REDUCTION OF COMMITMENTS. Upon at least one Business
Day's prior written notice (or telephonic notice promptly confirmed in writing)
to the Administrative Agent at the Agent's Office (which notice the
Administrative Agent shall promptly transmit to each of the Banks), the Borrower
shall have the right, without premium or penalty, to terminate irrevocably the
unutilized portion of any or all of (i) the Total Revolving Loan Commitments,
(ii) the Total Acquisition Term Loan Commitments, and (iii) the Total
Supplemental Loan Commitments, in each case, in part or in whole; PROVIDED,
HOWEVER, that (a) any such termination shall proportionately and permanently
reduce the Revolving Loan Commitment, Acquisition Term Loan Commitment, or
Supplemental Loan Commitment, as applicable, of each of the Banks and (b) any
partial reduction of the Total Revolving Loan Commitments, the Total Acquisition
Term Loan Commitments or the Total Supplemental Loan Commitments pursuant to
this Section 2.01 shall, in each case, be in the amount of at least $500,000 and
integral multiples of $100,000 in excess of that amount; PROVIDED, FURTHER, that
(A) the Total Revolving Loan Commitment shall not be reduced to an amount less
than the sum of (x) the aggregate Revolving Loans then outstanding and (y) the
aggregate Letters of Credit Usage related to the Revolving Portion of the Credit
Facility, (B) the Total Acquisition Term Loan Commitment shall not be reduced to
an amount less than the aggregate Acquisition Term Loans then outstanding, and
(C) the Total Supplemental Loan Commitment shall not be reduced to an amount
less than the sum of (I) the aggregate Supplemental Revolving Loans then
outstanding, (II) the aggregate Letters of Credit Usage related to the
Supplemental Portion of the Credit Facility, and (III) the aggregate
Supplemental Term Loans then outstanding.

2.02. ADJUSTMENTS; TERMINATION OF COMMITMENTS, ETC.

(a) The Total Revolving Loan Commitment shall terminate on the
earlier of (i) the Revolving Loan Commitment Termination Date and (ii) the
voluntary reduction by the Borrower pursuant to Section 2.01 of the
Revolving Loan Commitment to zero.

(b) The Total Acquisition Term Loan Commitment shall terminate on
the earlier of (i) on the Acquisition Term Loan Commitment Termination Date
and (ii) the voluntary reduction by the Borrower pursuant to Section 2.01
of the Acquisition Term Loan Commitment to zero and any amounts not
borrowed with respect to the Acquisition Term Loan on or before such date
shall cease to be available.

(c) The Total Supplemental Revolving Loan Commitment shall
terminate on the earlier of (i) the Supplemental Revolving Loan Commitment
Termination Date, and (ii) the voluntary reduction by the Borrower pursuant
to Section 2.01 of the Total Supplemental Commitments.

(d) The Total Supplemental Term Loan Commitments shall terminate
on the earlier of (i) the Supplemental Term Loan Commitment Termination
Date, and (ii) the

-29-

voluntary reduction by the Borrower pursuant to Section 2.01 of the Total
Supplemental Term Loan Commitments to zero.

(e) Each reduction to or termination of the Total Revolving Loan
Commitment, the Total Acquisition Term Loan Commitment, the Total
Supplemental Revolving Loan Commitment or the Total Supplemental Term Loan
Commitment pursuant to this Section 2.02 shall apply proportionately to the
Revolving Loan Commitment, the Acquisition Term Loan Commitment, the
Supplemental Revolving Loan Commitment or the Supplemental Term Loan
Commitment, as the case may be, of each Bank.

2.03. COMMITMENT FEE. The Borrower agrees to pay the Administrative
Agent a commitment fee (the "COMMITMENT FEE") for the account of each Bank for
the period from and including the Closing Date to but not including the date on
which each of the Total Revolving Loan Commitment, the Total Acquisition Term
Loan Commitment, and the Total Supplemental Loan Commitment have been
terminated, computed at a rate equal to .35% per annum on the daily average
Unutilized Revolver Commitment of such Bank, .35% per annum on the daily average
Unutilized Acquisition Commitment of such Bank, .25% per annum on the daily
average Unutilized Supplemental Commitment of such Bank (for the periods to and
including the last Business Day in December, 1998) and, .50% per annum on the
daily average Unutilized Supplemental Commitment of such Bank (for the periods
from and after January 1, 1999). The Commitment Fee shall be due and payable in
arrears on the last Business Day of each March, June, September and December
commencing March 31, 1998 (for the period from the Closing Date through March
31, 1998), and on the earlier of (x) the Revolving Loan Commitment Termination
Date or (y) the date on which each of the Total Revolving Loan Commitment, the
Total Acquisition Term Loan Commitment and the Total Supplemental Loan
Commitments have been terminated pursuant to the terms of this Agreement (for
the period from the date through which the Commitment Fee has been paid in full
in accordance with this Section 2.03 to and including the Revolving Loan
Commitment Termination Date or the date of such earlier termination, as the case
may be). The calculation of Commitment Fees shall be based on the actual number
of days elapsed over a year of 360 days.

SECTION 3. PAYMENTS.

3.01. SCHEDULED PAYMENTS.

(a) The Borrower shall cause to be paid Scheduled Supplemental
Term Loan Principal Payments on the Supplemental Term Loan in the amounts
and at the times specified in the definition of Scheduled Supplemental Term
Loan Principal Payments set forth in Section 9 until the Supplemental Term
Loan is paid in full. Principal amounts repaid in respect of the
Supplemental Term Loan shall reduce any outstanding Supplemental Term Loan
Commitments and shall not be available for reborrowing.

-30-

(b) The Borrower shall cause to be paid Scheduled Acquisition Term
Loan Principal Payments on the Acquisition Term Loans in the amounts and at
the times specified in the definition of Scheduled Acquisition Term Loan
Principal Payments set forth in Section 9 until the Acquisition Term Loan
are paid in full. Principal amounts repaid in respect of the Acquisition
Term Loans shall reduce any outstanding Acquisition Term Loan Commitments
and shall not be available for reborrowing.

(c) Except for earlier maturity of any Loan due to acceleration
pursuant to the terms of this Agreement, the entire remaining principal
balance, and accrued interest thereon, together with any other amounts then
due and payable hereunder, shall be paid in full (i) with respect to the
Revolving Loans, on the Revolving Loan Maturity Date, (ii) with respect to
the Acquisition Term Loans, on the Acquisition Term Loan Maturity Date,
(iii) with respect to the Supplemental Revolving Loans, on the Supplemental
Revolving Loan Maturity Date and (iv) with respect to Supplemental Term
Loans, on the Supplemental Term Loan Maturity Date.

(d) If, in order to comply with Section 3.01(a), (b) or (c), the
Borrower is required to repay Reserve Adjusted Eurodollar Loans prior to
the end of any applicable Interest Period, the Borrower shall compensate
each Bank for all losses, expenses and liabilities incurred by such Bank in
connection with each such repayment in accordance with Section 1.10(f).

3.02. VOLUNTARY PREPAYMENTS. The Borrower shall have the right to prepay
the Revolving Loans, the Acquisition Term Loans, the Supplemental Revolving
Loans or the Supplemental Term Loans, in whole or in part from time to time,
without premium or penalty, on the following terms and conditions: (a) the
Borrower shall give the Administrative Agent at the Agent's Office written
notice (or telephonic notice promptly confirmed in writing) of its intent to
prepay the Loans, the amount of such prepayment and whether such prepayment is
in respect of the Revolving Loans or Supplemental Revolving Loans, in the case
of Reserve Adjusted Eurodollar Loans, the specific Borrowing or Borrowings
pursuant to which such Reserve Adjusted Eurodollar Loans were made, which notice
shall be given by the Borrower at least one Business Day prior to the date of
such prepayment and which notice shall promptly be transmitted by the
Administrative Agent to each of the Banks; (b) each partial prepayment of a
Borrowing shall be in an aggregate principal amount of at least $100,000 and in
integral multiples of $100,000 in excess of that amount (or, if less, in an
amount equal to the entire remaining principal balance of the Loan or the
Borrowing so repaid); PROVIDED, HOWEVER, that no partial prepayment of Reserve
Adjusted Eurodollar Loans made pursuant to a single Borrowing under the Loan
Facility (or portion thereof) shall reduce the outstanding Loans made pursuant
to such Borrowing to an amount less than the Minimum Borrowing Amount (other
than $0); and (c) Reserve Adjusted Eurodollar Loans may only be prepaid pursuant
to this Section 3.02 on the last day of an Interest Period applicable thereto.
Voluntary prepayments of Loans other than prepayments of the Revolving Loans or
Supplemental Revolving Loans shall be applied pro rata (i) first, to the
outstanding principal amount of each of the Acquisition Term Loans to reduce all
remaining

-31-

Scheduled Acquisition Term Loan Principal Payments, in each case in order of
maturity, (ii) second, to the then outstanding principal amount of the
Supplemental Term Loans if any, in each case in order of maturity; PROVIDED
that any amount so prepaid pursuant to this subclause (ii) shall permanently
reduce the Supplemental Loan Commitments and any amounts so prepaid shall not
be available for reborrowing, (iii) third, to reduce the outstanding
principal amount of the Revolving Loans, and (iv) fourth, to reduce the
outstanding principal amount of the Supplemental Revolving Loans.

3.03. MANDATORY PREPAYMENTS; REDUCTION OF COMMITMENTS.

(a) The Borrower shall prepay the outstanding principal amount of
(x) the Revolving Loans on any date on which the sum of the aggregate
outstanding principal amount of such Loans (after giving effect to any
other repayments or prepayments on such date) and the then outstanding
Letters of Credit Usage related to the Revolving Portion exceeds the Total
Revolving Loan Commitment, in an amount equal to the amount of such excess,
(y) the Acquisition Term Loans on any date on which the aggregate
outstanding principal amount of such Loans (after giving effect to any
other repayments or prepayments on such date) exceeds the Total Acquisition
Term Loan Commitment, in an amount equal to the amount of such excess or
(z) the Supplemental Term Loans and the Supplemental Revolving Loans, on a
pro rata basis and in order of maturity, on any date on which the aggregate
outstanding principal amount of such Loans (after giving effect to any
other repayments or prepayments on such date), and the then outstanding
Letters of Credit Usage related to the Revolving Portion exceeds the Total
Supplemental Commitment.

(b) If the sum of (x) the aggregate principal amount of
outstanding Revolving Loans plus (y) the aggregate principal amount of
outstanding Supplemental Revolving Loans, plus (z) the then outstanding
Letters of Credit Usage exceeds the Borrowing Base as set forth in the
Borrower's most recent Borrowing Base Certificate required to be delivered
pursuant to Section 6.01(m) (such amount is referred to as the "EXCESS"),
then the Borrower shall prepay first the Supplemental Revolving Loans on a
pro rata basis, and second, the Revolving Loans, on a pro rata basis in a
principal amount equal to the Excess no later than two Business Days after
the Borrower has delivered, or was required to deliver, such Borrowing Base
Certificate to the Administrative Agent and the Banks.

(i) As promptly as practicable, but in any event within
five Business Days of the date of receipt by the Borrower and/or
any of its Subsidiaries, of Net Cash Proceeds (PROVIDED, HOWEVER,
that with respect to any Net Cash Proceeds of the sale of equity
securities of Borrower or any of its Subsidiaries, Section 3.03(e)
will govern and that with respect to any Net Cash Proceeds from any
damage to, or loss, destruction or condemnation of Assets, Section
3.03(f) will govern), the

-32-

Borrower shall remit to the Administrative Agent an amount equal
to 100% of such Net Cash Proceeds, specifying any portion of
such proceeds (such portion, the "REPLACEMENT ASSET AMOUNT")
intended by the Borrower to be used within 120 days of receipt
(or such longer period as may be consented to by the
Administrative Agent) for replacing productive assets of a kind
then used or usable in the business of the Borrower and its
Subsidiaries (in each case, to the extent permitted by the
Security Documents); PROVIDED, HOWEVER, that if the property
sold constituted Collateral, any such replacement property shall
be made subject to the Lien of the Security Documents.

(ii) The Replacement Asset Amount of such Net Cash Proceeds
shall be deposited in the Reserve Account and the remaining
portion, if any, of such Net Cash Proceeds shall be applied by the
Administrative Agent as provided in Section 3.04(a). During a
period of 120 days from the date such Replacement Asset Amount is
deposited in the Reserve Account, the Administrative Agent shall
release amounts in such Reserve Account from time to time as the
Borrower provides evidence to the Administrative Agent of the
purchase of such replacement assets (whether or not purchased with
proceeds of Revolving Loans or Supplemental Revolving Loans), and
after the end of such 120-day period or upon the occurrence of an
Event of Default of the type specified in Section 8.01 or 8.05 or
the taking by the Administrative Agent of any of the actions set
forth in Section 8.10, the Administrative Agent shall apply all
amounts remaining in such Reserve Account relating to such
Replacement Asset Amount, to the prepayment of the Loans in the
manner provided in Section 3.04(a).

(d) Subject to the provisions of Section 3.04, as promptly as
practicable, but in any event within five Business Days of the date of
receipt by the Borrower and/or any of its Subsidiaries of Net Financing
Proceeds after the Effective Date (excluding the proceeds of the Initial
Loans), the Borrower shall prepay the Loans in an amount equal to 100% of
such Net Financing Proceeds, to be applied as provided in Section 3.04(a).

(e) Subject to the provisions of Section 3.04, as promptly as
practicable, but in any event within five Business Days of the date of
receipt by The Borrower and/or any of its Subsidiaries of Net Cash Proceeds
from the sale after the Closing Date of equity securities of the Borrower
or any of its Subsidiaries (other than proceeds from the issuance of
capital stock (i) of the Borrower pursuant to any pension, stock option,
profit sharing or other employee benefit plan or agreement of the Borrower
and/or any of its Subsidiaries in the ordinary course of business or (ii)
by a Subsidiary of the Borrower to another Subsidiary of the Borrower or to
the Borrower), the Borrower shall prepay the Loans in an amount equal to
100% of such proceeds (net of underwriting discounts and commissions and
other costs and expenses directly associated therewith), to be applied as
provided in Section 3.04(a); provided, however, that the Borrower may apply
up to 75%

-33-

of the proceeds of an initial public offering of the common stock of the
Borrower to redeem the Series A Preferred Stock.

(f) Subject to the provisions of Section 3.04:

(i) As promptly as practicable, but in any event within
five Business Days of the date of receipt by the Borrower and/or
any of its Subsidiaries of any proceeds due to damage to, or loss,
destruction or condemnation of Assets (collectively, "LOSS
PROCEEDS"), the Borrower shall remit to the Administrative Agent an
amount equal to 100% of such Loss Proceeds, specifying any portion
of such proceeds (such portion, the "ASSET RESTORATION AMOUNT")
intended by the Borrower to be used within 180 days of receipt of
such Loss Proceeds (or such longer period as may be consented to by
the Agent) for rebuilding, repairing or replacing productive assets
of a kind then used or usable in the business of Holdings and its
Subsidiaries (in the case of the Borrower, to the extent permitted
by the Security Documents); PROVIDED, HOWEVER, that if the property
sold constituted Collateral, any such replacement property shall be
made subject to the Lien of the Security Documents.

(ii) The Asset Restoration Amount of such Loss Proceeds shall
be deposited in the Reserve Account and the remaining portion, if
any, of such Loss Proceeds shall be applied by the Administrative
Agent as provided in Section 3.04(a). During a period of 180 days
(or such longer period as has been consented to by the
Administrative Agent) from the date such Asset Restoration Amount
is deposited in the Reserve Account, the Administrative Agent shall
release amounts in such Reserve Account from time to time as the
Borrower provides evidence to the Administrative Agent of the
repair, restoration or purchase of such replacement assets, which
evidence may consist of a purchase order or other irrevocable
commitment to purchase such replacement assets, (whether or not
purchased with proceeds of Revolving Loans), and after the end of
such 180-day period or upon the occurrence of an Event of Default
of the type specified in Section 8.01 or 8.05 or the taking by the
Administrative Agent of any of the actions set forth in Section
8.10, the Administrative Agent shall apply all amounts remaining in
the Reserve Account relating to such Asset Restoration Amount, if
any, in the manner provided in Section 3.04(a).

(g) Subject to the provisions of Section 3.04, as promptly as
practicable, but in any event within five Business Days of the date of
receipt by the Borrower and/or any of its Subsidiaries of any surplus
assets of any Pension Plan returned to the Borrower and/or any of its
Subsidiaries, the Borrower shall prepay the Loans in an amount equal to
100% of such surplus assets, to be applied as provided in Section 3.04(a).

-34-

(h) Subject to the provisions of Section 3.04, as promptly as
practicable, but in any event within five Business Days of the date of
receipt by the Borrower and/or any of its Subsidiaries of any tax refund
which is not promptly applied by the Borrower and/or any of its
Subsidiaries to the payment of future tax liabilities, the Borrower shall
prepay the Loans in an amount equal to 100% of such tax refund, to be
applied as provided in Section 3.04(a).

(i) Subject to the provisions of Section 3.04, as promptly as
practicable, but in any event within 100 days after the last day of each
fiscal year of the Borrower, commencing with the fiscal year ending on or
about June 30, 1998, the Borrower shall prepay the Loans in an amount equal
to 50% of Excess Cash Flow for such fiscal year, to be applied as provided
in Section 3.04(a); PROVIDED, HOWEVER, the Borrower shall prepay the Loans
in an amount equal to 33% of Excess Cash Flow for such year if the Leverage
Ratio on the last day of such fiscal year is no greater than 4.5 and no
less than 4.0; PROVIDED, FURTHER, the Borrower shall have no repayment
obligation under this Section 3.03(i) for any fiscal year where the
Leverage Ratio on the last day of such fiscal year is less than 4.0.

(j) Subject to the provisions of Section 3.04, simultaneous with
the effectiveness of any designation of an Unrestricted Subsidiary which
was previously a Restricted Subsidiary, the Borrower shall prepay the Loans
in the amount determined in the sole discretion of the Administrative
Agent, as provided in the definition of "Unrestricted Subsidiary."

(k) Notwithstanding anything to the contrary contained in
paragraphs (c) through (i) above, in the event that any prepayment
otherwise required under such paragraphs would aggregate less than $100,000
at any time, such prepayment shall not be required hereunder but shall be
deferred until a date not later than the fifth Business Day following the
date when all such prepayments required under such paragraphs aggregate
$100,000 or more.

(l) If, in order to comply with any of Sections 3.03(a) through
(f), (h) or (i) (including as deferred pursuant to 3.03(j) except where the
amount which causes all prepayments to aggregate $100,000 or more are not
prepayments required under any of such Sections 3.03(a) through (e), (h) or
(i)), the Borrower is required to repay Reserve Adjusted Eurodollar Loans
prior to the end of any applicable Interest Period, (x) if there is no
Default or Event of Default then in existence, the Administrative Agent
shall, immediately upon receipt of funds required to be remitted to the
Administrative Agent pursuant to any such Sections, deposit such funds into
the Prepayment Collateral Account (as defined in Section 3.08 hereof), and
shall immediately notify the Borrower that repayments would be made prior
to the end of an Interest Period and that Breakage Costs would be payable
by the Borrower pursuant to this Agreement in connection therewith and the
Borrower, upon the receipt of any such notice from the Agent, shall
immediately

-35-

deliver written instructions to the Administrative Agent which shall
direct the Administrative Agent either (i) to, at the end of the
earliest to expire Interest Period, apply the entire balance of the
Prepayment Collateral Account to the repayment of the Loans in accordance
with Section 3.04(a) or (ii) to proceed with such repayment, in which event
the Borrower shall compensate each Bank for all Breakage Costs incurred by
such Bank in connection with each such repayment in accordance with Section
1.10(f) or (y) if there is then pending a Default or Event of Default, any
such prepayment shall be immediately applied to the repayment of the Loans
and the Borrower shall compensate each Bank for all Breakage Costs incurred
by such Bank in connection with each such repayment in accordance with
Section 1.10(f).

3.04. APPLICATION OF MANDATORY PREPAYMENTS.

(a) Prepayments under Section 3.03 (other than Section 3.03(a) or
(b)) shall be applied without penalty or premium (other than Breakage
Costs, if any, and if so provided in Section 3.03), in the following
manner: (i) first, to the outstanding principal amount of each of the
Acquisition Term Loans to reduce the remaining Scheduled Acquisition Term
Loan Principal Payments in inverse order of maturity, (ii) second, to the
outstanding principal amount of the Supplemental Term Loans, in inverse
order of maturity (provided that any amount so prepaid shall permanently
reduce the Supplemental Loan Commitments and shall not be available for
reborrowing) (iii) third, to repay the Revolving Loans, and (iv) fourth, to
repay the Supplemental Revolving Loans; PROVIDED, HOWEVER, that prepayments
required by Sections 3.03(a) shall be applied solely to repay Revolving
Loans, Acquisition Term Loans, Supplemental Term Loans or Supplemental
Revolving Loans, as applicable, and prepayments required by Section 3.03(b)
shall be applied solely to repay Revolving Loans and Supplemental Revolving
Loans.

(b) With respect to each prepayment of Loans required by Section
3.03 (other than Sections 3.03(a) and (b)), the Borrower shall give the
Administrative Agent one Business Day's notice and may designate the Types
of Loans and the specific Borrowing or Borrowings which are to be prepaid;
PROVIDED, HOWEVER, that (i) if any prepayment of Reserve Adjusted
Eurodollar Loans made pursuant to a single Borrowing shall reduce the
outstanding Loans made pursuant to such Borrowing to an amount less than
the Minimum Borrowing Amount, such Borrowing shall immediately be converted
into Base Rate Loans; and (ii) each prepayment of any Loans made pursuant
to a single Borrowing shall be applied to the prepayment of such Loans on a
pro rata basis. In the absence of a designation by the Borrower, the
Administrative Agent shall, subject to the above, make such designation in
its sole discretion. All prepayments shall include payment of accrued
interest on the principal amount so prepaid, shall be applied to the
payment of interest before application to principal and shall include
amounts payable, if any, and if provided for in Section 3.03(m), under
Section 1.10(f).

-36-

(c) Notwithstanding Sections 3.04(a) and (b), (i) in the absence
of a specific designation from the Borrower, all prepayments to be applied
pursuant to Section 3.04(a) shall be applied first to the prepayment in
full of that portion of any Loan constituting Base Rate Loans before
application of any of such prepayments to the prepayment of Reserve
Adjusted Eurodollar Loans; (ii) if (A) Breakage Costs would otherwise be
imposed by applying such prepayments to any portion of the Acquisition Term
Loan or the Supplemental Term Loan constituting Reserve Adjusted Eurodollar
Rate Loans, and (B) Revolving Loans or Supplemental Revolving Loans
constituting Base Rate Loans in an amount not less than the required
prepayment are then outstanding, such prepayments shall be applied instead
to the prepayment of Revolving Loans and Supplemental Revolving Loans
constituting Base Rate Loans, and the prepayment of Reserve Adjusted
Eurodollar Rate Loans otherwise required under Section 3.04(a) shall be
deferred until the last day of the applicable Interest Period with respect
to each of such Reserve Adjusted Eurodollar Loans; and (iii) the
Administrative Agent may, in its discretion, establish reserves against the
amount of Revolving Loans or Supplemental Revolving Loans, which the
Borrower is otherwise entitled to borrow hereunder in an amount equal to
the amount of any such deferred prepayment and in the event that the
Borrower does not otherwise make such prepayment on the last day of such
Interest Period as provided herein, may cause Revolving Loans or
Supplemental Revolving Loans to be made on the Borrower's behalf and apply
the proceeds thereof to such prepayment.

3.05. REDUCTION OF TOTAL REVOLVING LOAN COMMITMENT, ETC. Each prepayment
made pursuant to Section 3.03 with respect to (i) the Revolving Loans, (ii) if
prior to the Acquisition Term Loan Commitment Termination Date, the Acquisition
Term Loans (iii) if prior to the Supplemental Term Loan Commitment Termination
Date, the Supplemental Term Loans, or (iv) if prior to the Supplemental
Revolving Loan Commitment Termination Date, the Supplemental Revolving Loan, (in
each case, other than any prepayment made pursuant to Section 3.03(a), (b) or
(i)) shall permanently reduce the Total Revolving Loan Commitment, Total
Acquisition Term Loan Commitment or Total Supplemental Loan Commitment, as
applicable, and shall, on a pro rata basis, reduce the applicable Revolving Loan
Commitment, Acquisition Term Loan Commitment or Supplemental Loan Commitment of
each Bank. Principal amounts repaid in respect of the Acquisition Term Loans or
the Supplemental Term Loans shall not be available for reborrowing.

3.06. METHOD AND PLACE OF PAYMENT.

(a) Except as otherwise specifically provided herein, all payments
under this Agreement shall be made to the Agent, for the ratable account of
the Banks entitled thereto, not later than 2:00 P.M. (New York time) on the
date when due and shall be made in immediately available funds in lawful
money of the United States of America to the account specified therefor by
the Administrative Agent or if no account has been so specified at the
Administrative Agent's Office, it being understood that written notice by
the Borrower to the Administrative Agent to make a payment from the funds
in the

-37-

Borrower's account at the Administrative Agent's Office shall constitute
the making of such payment to the extent of such funds held in such
account. The Administrative Agent will thereafter cause to be distributed
on the same day (if payment is actually received by the Administrative
Agent in New York City prior to 2:00 P.M. (New York time) on such day)
funds relating to the payment of principal or interest or fees ratably to
the Banks entitled to receive any such payment in accordance with the
terms of this Agreement. If and to the extent that any such distribution
shall not be so made by the Administrative Agent in full on the same day
(if payment is actually received by the Administrative Agent prior to
2:00 P.M. (New York time) on such day), the Administrative Agent shall pay
to each Bank its ratable amount thereof and each such Bank shall be
entitled to receive from the Agent, upon demand, interest on such amount
at the Federal Funds Rate for each day from the date such amount is paid to
the Administrative Agent until the date the Administrative Agent pays such
amount to such Bank.

(b) Any payments under this Agreement which are made by the
Borrower later than 2:00 P.M. (New York time) shall be deemed to have been
made on the next succeeding Business Day. Whenever any payment to be made
hereunder shall be stated to be due on a day which is not a Business Day,
the due date thereof shall be extended to the next succeeding Business Day
and, with respect to payments of principal, interest shall be payable
during such extension at the applicable rate in effect immediately prior to
such extension, except that with respect to Reserve Adjusted Eurodollar
Loans, if such next succeeding applicable Business Day is not in the same
month as the date on which such payment would otherwise be due hereunder or
under any Note, the due date with respect thereto shall be the next
preceding applicable Business Day.

3.07. NET PAYMENTS.

(a) Except as provided in Section 3.07(d), all payments by the
Borrower under this Agreement or under any Credit Documents shall be made
without setoff or counterclaim and in such amounts as may be necessary in
order that all such payments (after deduction or withholding for or on
account of any present or future Taxes), shall not be less than the amounts
otherwise specified to be paid under this Agreement and/or any other Credit
Documents. A certificate as to the calculation of any additional amounts
payable to a Bank under this Section 3.07 submitted to the Borrower by such
Bank shall, absent demonstrable error, be final, conclusive and binding for
all purposes upon all parties hereto. With respect to each deduction or
withholding for or on account of any Taxes, the Borrower shall, within 30
days after it is required by law to remit such deduction or withholding to
any relevant taxing authority, furnish to each Bank such certificates,
receipts and other documents as may be required (in the reasonable judgment
of such Bank) to establish any tax credit to which such Bank may be
entitled.

(b) Without prejudice to (but without duplication of the benefits
of) the provisions of Section 3.07(a), and except as provided in Section
3.07(d), if any Bank, or

-38-

the Administrative Agent on its behalf, is required by law to make any
payment on account of Taxes on or in relation to any sum received or
receivable under this Agreement and/or any other Credit Documents by such
Bank, or the Administrative Agent on its behalf, or any liability for
Taxes in respect of any such payment is imposed, levied or assessed
against any Bank, or the Administrative Agent on its behalf, the Borrower
will promptly indemnify such person against such Tax payment or liability,
together with any interest, penalties and reasonable expenses (including
counsel fees and expenses) payable or incurred in connection therewith,
including any Taxes of any Bank arising by virtue of payments under this
Section 3.07(b), computed in a manner consistent with Section 3.07(a).
A certificate by such Bank, or the Administrative Agent on its behalf, as
to the calculation and amount of such payments shall, absent demonstrable
error, be final, conclusive and binding upon all parties hereto for all
purposes, provided that such certificate is delivered to the Borrower no
later than 90 days after the earlier of the date on which such Bank or the
Administrative Agent makes payment of such Taxes or the date on which the
applicable Governmental Authority makes written demand for payment of such
Taxes.

(c) (i) Each Bank that is organized under the laws of any
jurisdiction other than the United States or any State thereof (including
the District of Columbia) (a "FOREIGN BANK") agrees to furnish to the
Borrower and the Administrative Agent, prior to the date it receives any
payment under this Agreement or other Credit Documents, two signed copies
of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue
Service Form 1001 or any successor form thereto (wherein such Foreign Bank
validly claims entitlement to a complete exemption from U.S. federal
withholding tax on interest paid by Borrower hereunder). Each Foreign Bank
that is not a bank described in Section 881(c)(3)(A) of the Code and cannot
deliver U.S. Internal Revenue Service Form 1001 entitling it to a complete
exemption from withholding tax or U.S. Internal Revenue Service Form 4224
pursuant to this Section 3.07(c)(i) agrees to furnish to the Borrower and
the Administrative Agent two copies of U.S. Internal Revenue Service Form
W-8, or successor form (wherein such Foreign Bank makes the certifications
necessary to entitle it to a complete exemption from United States
withholding tax on interest paid by the Borrower hereunder).

(ii) In addition, each Foreign Bank that delivers forms pursuant
to Section 3.07(c) agrees to provide subsequently to the Borrower and the
Administrative Agent additional signed copies of such forms, or any
successor forms thereto (wherein such Bank claims entitlement to a complete
exemption from or reduced rate of U.S. federal withholding tax on interest
paid by the Borrower hereunder), as may be reasonably requested in writing
by the Borrower or the Agent. A Foreign Bank shall be required to furnish
a form under this Section 3.07(c)(ii) only if it is entitled to claim an
exemption from or a reduced rate of withholding tax under applicable law.
A Bank that is not entitled to claim an exemption from or a reduced rate of
withholding under applicable law at the time that a request to

-39-

provide forms is received from the Borrower or the Agent, shall so inform
the Borrower and the Administrative Agent in writing.

(d) The Borrower shall not be required to pay any increased amount
on account of Taxes pursuant to Section 3.07(a) or (b) to any Bank or
Administrative Agent (i) to the extent that such Taxes would not have been
payable if the Bank had furnished a form (properly and accurately completed
in all material respects) which it was otherwise required to furnish in
accordance with Section 3.07(c), (ii) if the Bank was not able to furnish a
form (properly and accurately completed in all material respects) which it
was required to furnish in accordance with Section 3.07(c)(i), or (iii) if
the Bank failed to comply with applicable certification, information,
documentation or other reporting requirements concerning the nationality,
residence, identity or connections with the United States of such Bank if
such compliance is required by statute or regulation of the United States
as a precondition to relief or exemption from such Taxes.

(e) With respect to any Taxes imposed on a Bank which are paid or
reimbursed by Borrower in accordance with the provisions of this Section
3.07, each Bank receiving the benefit of such payments of Taxes hereby
agrees to pay to the Borrower any amounts refunded to such Bank (including
any interest thereon) which such Bank reasonably determines to be a refund
in respect of such Taxes.

(f) If any Bank shall be entitled to payments under this Section
3.07, such Bank shall, within a reasonable time after becoming entitled to
such payments, (unless otherwise required by a Governmental Authority or as
a result of any law, rule, regulation, order or similar directive
applicable to such Bank), designate a different lending office from that
initially selected by such Bank to which payments are to be made under this
Agreement or under any other Credit Document, if such designation would
avoid the need for (or materially reduce the amount of) such payments and
would not, in the reasonable opinion of such Bank, be otherwise
disadvantageous to such Bank.

3.08. RESERVE ACCOUNT; PREPAYMENT COLLATERAL ACCOUNT.

(a) The Administrative Agent shall establish and maintain a
special reserve account (the "RESERVE ACCOUNT") for the deposit of amounts
constituting the Replacement Asset Amount of Net Cash Proceeds pursuant to
Section 3.03(c)(ii) and the Asset Restoration Amount of Loss Proceeds
pursuant to Section 3.03(f)(ii), and such Reserve Account shall be subject
to the sole dominion and control of the Administrative Agent and the
Borrower shall have no right of withdrawal from the Reserve Account. Funds
in the Reserve Account shall be invested in Cash Equivalents and interest
earned on such investments shall be remitted to the Borrower not less
frequently than once a month; PROVIDED, HOWEVER, that upon the occurrence
of an Event of Default and the declaration by the Administrative Agent in
accordance with Section 8 that the Loans are immediately due and payable,
the Administrative Agent shall apply all amounts then on deposit in the

-40-

Reserve Account towards the payment of the Obligations in such order and in
such manner as it shall in its discretion determine, and any excess amount
remaining after such payment shall be remitted to the Borrower.

(b) The Administrative Agent shall establish in its own name as
Administrative Agent and maintain for the benefit of the Banks a special
purpose collateral account (the "PREPAYMENT COLLATERAL ACCOUNT"). The
Administrative Agent shall deposit in the Prepayment Collateral Account
funds which the Borrower shall have requested to be so deposited pursuant
to Section 3.03(k). All funds from time to time on deposit in the
Prepayment Collateral Account shall be under the exclusive control of the
Administrative Agent and shall be invested in Cash Equivalents, and such
Prepayment Collateral Account shall be subject to the sole dominion and
control of the Administrative Agent and the Borrower shall have no right of
withdrawal from the Prepayment Collateral Account. The funds (including
all interest earned from the investment thereof) in the Prepayment
Collateral Account shall be subject to withdrawal solely by the
Administrative Agent (i) for the purpose of effecting payments required
pursuant to Section 3.03 and (ii) upon the occurrence of an Event of
Default and the declaration by the Administrative Agent in accordance with
Section 8 that the Loans are immediately due and payable, for application
to the payment of the Obligations in such order and in such manner as the
Administrative Agent in its discretion shall determine. The Borrower shall
have no legal, equitable or beneficial interest in the Prepayment
Collateral Account, except for its right to ensure that the funds in such
account shall be applied to the prepayment of the Loans as required by this
Agreement.

SECTION 4. CONDITIONS PRECEDENT.

4.01. CONDITIONS PRECEDENT TO INITIAL LOANS. The obligations of the
Banks to make the Initial Loans are subject, at the time of the making of such
Loans (except as otherwise hereinafter indicated), to the satisfaction of the
following conditions:

(a) CREDIT DOCUMENTS.

(i) This Agreement and each other Credit Document (to the
extent not previously executed and delivered) shall (A) have been,
on or before the Closing Date, duly authorized, executed and
delivered by each of the parties signatory thereto and (B)
constitute the legal, valid and binding obligation of each Credit
Party, enforceable in accordance with its terms (subject to
bankruptcy and principles of equity).

(ii) There shall have been delivered to the Administrative
Agent for the account of each of the Banks the Revolving Notes, the
Acquisition Term Notes the Supplemental Term Notes and the
Supplemental Revolving Notes, each duly

-41-

executed by the Borrower in the amount and maturity and as
otherwise provided herein.

(b) OFFICERS' CERTIFICATE. The Agents shall have received a
certificate dated the Closing Date signed by the appropriate officer(s) of
the Borrower on behalf of the Borrower in substantially the form of Exhibit
4.01(b) stating that (i) all of the applicable conditions set forth in this
Section 4.01 (in each case disregarding any reference therein that such
condition be deemed satisfactory by the Agents, the Administrative Agent
and/or the Required Banks) have been either satisfied or waived in writing
by the Agents, and the Required Banks as of such date, (ii) immediately
before and after giving effect to the Initial Loans, all representations
and warranties contained herein or in any other Credit Document (except as
expressly amended hereunder or under another Credit Document) shall be true
and correct in all material respects, (iii) no Default or Event of Default
has occurred or will have occurred after giving effect to the Initial Loans
and (iv) since June 30, 1997 no material adverse change in the business,
assets, prospects, properties or condition (financial or otherwise) of the
Borrower and its Subsidiaries shall have occurred.

(c) OPINIONS OF COUNSEL. The Administrative Agent shall have
received an opinion dated the Closing Date addressed to each of the Banks
from ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, P.C., counsel to the Credit
Parties in form and substance reasonably acceptable to the Administrative
Agent.

(d) CORPORATE PROCEEDINGS. All corporate and legal proceedings
and all instruments and agreements in connection with the Public Financing,
the execution of this Agreement and the other Credit Documents and all
related transactions shall be reasonably satisfactory in form and substance
to the Agents, and the Administrative Agent shall have received all
information and copies of all certificates, documents and papers, including
records of corporate proceedings and governmental approvals, if any, which
the Agents may have reasonably requested from the Credit Parties or in
connection therewith, such documents and papers where appropriate to be
certified by proper corporate or governmental authorities. Without
limiting the foregoing, the Administrative Agent shall have received from
each Credit Party:

(i) resolutions of the board of directors (or of the board
of directors of the general partner) of each such Person which
shall include, without limitation, (1) resolutions approving such
documents and actions as are contemplated by this Agreement, the
Public Financing and any related transactions to the extent such
Person is a party thereto and (2) resolutions as to the due
authorization, execution and delivery of this Agreement, to the
extent such Person is a party thereto, all such resolutions to be
in form and substance reasonably satisfactory to the Agents; and

-42-

(ii) signature and incumbency certificates of each officer
of each such Credit Party executing instruments, documents or
agreements required to be executed in connection with the
transactions contemplated by this Agreement and the Public
Financing.

(e) PUBLIC FINANCING DOCUMENTS. Full, complete and accurate
copies of each of the material Public Financing Documents executed or in
effect as of the Closing Date (including all schedules and exhibits
thereto) shall have been provided to the Administrative Agent. The Public
Financing Documents and any amendments thereto, shall be in form and
substance satisfactory to the Agents; and on the Closing Date all of the
conditions to the Public Financing shall have been satisfied in all
material respects (or waived in writing, such waiver to be reasonably
satisfactory to the Agents) to the reasonable satisfaction of the Agents.

(f) CAPITAL CONTRIBUTION; CAPITALIZATION. As of the Closing Date,
the Borrower (i) shall have received (in connection with the Public
Financing) gross cash proceeds in an aggregate amount of at least
$40,000,000 from the public offering of its Series A Preferred Stock and
the related warrants to purchase Common Stock of the Borrower and gross
cash proceeds in an aggregate amount of at least $85,000,000 from the
issuance of high yield debt, (including capitalized interest), (ii) shall
have a retained investment in the form of the ▇▇▇▇▇▇ Subordinated Note in
the amount of not less than $7,500,000, and (iii) shall use the proceeds of
the Public Financing to retire the Existing Term A Loans, the Existing Term
B Loans, the Existing Acquisition Term Loans and the Existing Revolving
Loans.

(g) CAPITAL STRUCTURE. On the Closing Date, after giving effect
to the Public Financing, (i) Holdings shall have been merged with and into
the Borrower and shall have ceased to exist as a separate entity and (ii)
all of the Capital Stock of each of the Borrower's Restricted Subsidiaries
shall have been assigned and pledged to the Administrative Agent, for the
benefit of the Banks and certificates evidencing such Capital Stock shall
have been delivered to the Administrative Agent, together with executed
stock powers.

(h) ORGANIZATIONAL DOCUMENTATION, ETC. On or prior to the Closing
Date, the Administrative Agent shall have received a true and complete
certified copy of the following documents of each of the Borrower and each
of its Restricted Subsidiaries the provisions of which shall be reasonably
satisfactory to the Agents:

(i) Copies of its certificate of incorporation, or
certificate of limited partnership, as the case may be, which (A)
shall be certified by, and accompanied by a good standing
certificate from, the Secretary of State or similar official of the
jurisdiction of its organization and (B) shall be accompanied by
good standing certificates from each jurisdiction in which it is
required to be qualified to do

-43-

business as a foreign corporation, each to be dated a recent date
prior to the Closing Date;

(ii) Copies of its by-laws or limited partnership
agreement as the case may be, certified as of a recent date prior
to the Closing Date by its corporate secretary or other person
serving in a similar capacity.

(i) CERTAIN FEES; INTEREST ON OUTSTANDING LOANS. All fees and
reasonable costs and expenses (including, without limitation, reasonable
legal fees and expenses) and other compensation payable to the Agents or
the Banks by the Borrower shall have been paid in full, and there shall
have been paid in full all accrued interest and all accrued commitment fees
on the Outstanding Loans and all other fees and expenses (including,
without limitation, reasonable legal fees and expenses) of the Agents or
the Banks, in each case to the extent due and payable and, with respect to
costs and expenses, invoiced or presented on or before the Closing Date.

(j) FINANCIAL STATEMENTS, ETC. On or before the Closing Date, the
Agents shall have received: (i) audited consolidated financial statements
of Holdings and its Subsidiaries for Holdings' fiscal years ended on or
about June 30, 1996 and June 30, 1997; (ii) unaudited income statements,
cash flows and balance sheets for Holdings and its Subsidiaries for the
period July 1, 1997 through October 31, 1997; (iii) a pro forma balance
sheet for the Borrower and its Subsidiaries, as of the Closing Date after
giving effect to the Public Financing and the Initial Loans; and (iv) a
revised annual plan, giving effect to the Public Financing, (by month for
the calendar year commencing on or about June 30, 1997) for each of the
Borrower's and its Subsidiaries' five calendar years commencing on or about
June 30, 1997, in each case, accompanied by a statement by the Borrower
that such projections are based on estimates and assumptions believed by
the Borrower in good faith to be reasonable in light of the conditions
which existed at the time of their preparation as to the future financial
performance of the Borrower, each in form, scope and substance satisfactory
to the Administrative Agent, prepared in accordance with the Borrower's
normal accounting procedures applied on a consistent basis, including (A)
forecasted balance sheets and statements of operations, stockholders'
equity and cash flows of the Borrower and its Subsidiaries for such
periods, (B) the amount of forecasted capital expenditures (including the
amount of such costs to be capitalized, if any) for such periods, and (C)
the Borrower and its Subsidiaries' forecasted compliance with Sections 7.01
through 7.05. Each of the items delivered pursuant to this Section
4.01(j), which are attached as Schedule 4.01(j), shall be satisfactory to
the Agents in their reasonable discretion. Since the time of the
preparation of such financial projections, no fact or facts have come to
the attention of any Credit Party to cause such Person to believe that any
of the estimates and assumptions on which such projections are based are
not reasonable.

-44-

(k) INSURANCE. The insurance coverage set forth on Schedule 5.22
shall be in full force and effect with respect to the Borrower and its
Restricted Subsidiaries and their respective properties.

(l) LITIGATION. Except as set forth on Schedule 4.01(l), there
shall be no litigation pending or threatened by any entity (private or
governmental) involving any Credit Party or any of the properties or assets
of any such Person that could reasonably be expected to restrain, enjoin or
result in the obtaining of a judgment for substantial damages with respect
to the Public Financing or the consummation of the transactions
contemplated by the Public Financing, and there shall be no pending or
threatened litigation involving any Credit Party or any of the properties
or assets of any such Person that could reasonably be expected to have a
material adverse effect on the operations or properties of Borrower or any
of its Subsidiaries or the ability of the Credit Parties to operate the
same or that could, in the Agents' reasonable judgment, reasonably be
expected to have a Material Adverse Effect.

(m) INDEBTEDNESS, ETC. (i) Except as set forth on Schedule
4.01(m), on or before the Closing Date, each Credit Party shall have
received all necessary consents or waivers or shall have amended,
supplemented or otherwise modified, repaid or defeased its outstanding
Indebtedness in a manner and on terms satisfactory to the Agents such that
there exists no default or potential default (as a result of the
consummation of the Public Financing) with respect to such Indebtedness or
under any note, evidence of indebtedness, capital lease, mortgage, deed of
trust, security document or other agreement relating to such Indebtedness
and such indentures, notes, evidences of indebtedness, capital lease
mortgages, deeds of trust or other agreements relating to such Indebtedness
shall not contain (i) any restriction on the ability of the Borrower or any
of its Restricted Subsidiaries to grant any Lien in favor of the Banks
(other than in the case of Capital Leases, or purchase money debt
(excluding Real Property leases), a Lien on the property financed thereby)
or any financial covenants or tests applicable to the Borrower or any of
its Restricted Subsidiaries.

(ii) The terms and conditions of any Indebtedness of the
Borrower and its Restricted Subsidiaries as of the Closing Date
which remains outstanding after giving effect to the Public
Financing and the making of the Initial Loans, shall, in each case,
be reasonably acceptable to the Agents. The Administrative Agent
shall have received evidence satisfactory to it that the
Indebtedness reflected on Schedule 5.19 as being paid as of the
Closing Date is being paid with the proceeds of the Initial Loans
or the Public Financing.

(n) SECURITY DOCUMENTS. In each case, to the extent the same
shall not have been previously delivered to the Administrative Agent, the
Security Documents shall have been duly executed and delivered by each of
the Credit Parties party thereto and there shall have been delivered to the
Administrative Agent: (i) a certificate or certificates

-45-

representing all Capital Stock of each of the Borrower's Restricted
Subsidiaries, together with executed and undated stock powers and/or
assignments in blank; (ii) certified copies of Requests for Information
(Form UCC-11 or the equivalent), or equivalent reports or lien search
reports listing all effective financing statements which name the
Borrower and its Restricted Subsidiaries and which are filed in any
jurisdiction in which any of such Collateral is located and the
jurisdiction in which such Person's principal place of business is located
(none of which shall cover the Collateral covered, or purported to be
covered, by the Security Documents other than Prior Liens and Permitted
Encumbrances); and (iii) evidence of the completion of all recordings and
filings (or of the making of arrangements to file contemporaneously with
the making of the Initial Loans) of each such Security Document and
delivery of such other security and other documents as may be necessary
or, in the opinion of the Administrative Agent, desirable to perfect the
Liens created, or purported or intended to be created, by the Security
Documents.

(o) LEASES. All Capital Leases and Operating Leases of the
Borrower and its Restricted Subsidiaries outstanding immediately prior to
the Closing Date shall remain outstanding after giving effect to the Public
Financing and the making of the Initial Loans hereunder.

(p) CONSENTS, ETC. All necessary or required governmental and
third party approvals and consents (including, without limitation, all
approvals and consents required in connection with any Environmental Laws),
in connection with the Public Financing or the transactions contemplated by
this Agreement and the Public Financing Documents and otherwise referred
to herein or therein to be completed on or before the Closing Date are set
forth on Schedule 4.01(p) and shall have been obtained and remain in
effect, and all applicable waiting periods shall have expired without any
action being taken by any competent authority which restrains, prevents or
imposes, in the reasonable judgment of the Agents, material adverse
conditions upon the consummation of the Public Financing. There shall not
exist any judgment or order enjoining or otherwise restraining the making
of the Loans hereunder or the consummation of the Public Financing.

(q) BORROWING BASE; BORROWING BASE CERTIFICATE. The
Administrative Agent and the Banks shall have received and the Required
Banks shall be satisfied in all reasonable respects with a Borrowing Base
Certificate which shall be substantially in the form of Exhibit 6.01(m) and
shall be prepared as of a date prior to the Closing Date that is reasonably
satisfactory to the Agents. Such Borrowing Base Certificate shall indicate
that the Borrowing Base on the Closing Date (before and after giving effect
to the Public Financing) exceeds the amount of the Revolving Loans to be
outstanding as of such date by not less than $7,000,000.

(r) NO MATERIAL ADVERSE CHANGE. Since June 30, 1997 nothing shall
have occurred or become known to any Credit Party which the Agents shall
have determined has or could reasonably be expected to have a Material
Adverse Effect or a material

-46-

adverse effect on the business or operations of the Borrower and its
Subsidiaries or has resulted or could result in a material adverse
change in the business, assets, prospects, properties or condition
(financial or otherwise) of any Credit Party, in the industry in which
the Borrower competes or in the ability of the Borrower or any of its
Subsidiaries (after giving effect to the Public Financing) as of the
Closing Date to conduct its operations in accordance with the revised
projections furnished to the Agents pursuant to Section 4.01(j). As of the
Closing Date, there shall not have occurred and be continuing a material
disruption of, or material adverse change in, United States financial,
banking or capital markets, as reasonably determined by the Agents in their
sole discretion.

(s) The Administrative Agent shall have received the Final
Prospectuses for the Public Financing accompanied by a certificate dated
the Closing Date signed by the President, Chief Financial Officer or
Secretary of the Borrower stating that the Registration Statements and the
Prospectuses related to the Public Financing, as amended and in the form in
which they became effective (including all of the financial statements and
schedules included therein), contain all information which is required to
be stated therein in accordance with the Securities Act of 1933, as
amended, and the instructions, rules and regulations thereunder and conform
in all material respects to the requirements thereof; said financial
statements and schedules were prepared in accordance with generally
accepted accounting principles, consistently applied as to the corporations
covered thereby throughout the periods involved, are correct and complete
and present fairly the financial condition of the corporations stated to be
covered thereby at the dates thereof and the results of their operations
for the stated periods covered thereby; and the Registration Statements and
Prospectuses do not include any untrue statement of a material fact or omit
to state a material fact which (in the case of the Registration Statements)
is required to be stated therein or is necessary to make the statements
therein not misleading or which (in the case of the Prospectuses) is
necessary to make the statements therein in the light of the circumstances
under which they are made not misleading.

The acceptance of the proceeds of each Borrowing of Initial Loans shall
constitute a representation and warranty by the Borrower to each of the Banks
that all of the applicable conditions specified above have been satisfied or
waived as of that time. All of the certificates, legal opinions and other
documents and papers referred to in this Section 4.01, unless otherwise
specified, shall be delivered to the Administrative Agent at the Agent's Office
(or such other location as may be specified by the Agents) for the account of
each of the Banks and in sufficient counterparts for each of the Banks and shall
be reasonably satisfactory in form and substance to the Agents.

4.02. CONDITIONS PRECEDENT TO ALL LOANS. The obligations of the Banks to
make all Loans (which term shall not include a conversion or continuation of a
Loan), including the Initial Loans, are subject, at the time of the making of
each such Loan, to the satisfaction of the following conditions:

-47-

(a) NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the time of
the making of each Loan and also after giving effect thereto (and in the
case of the Initial Loans, after giving effect to the Public Financing; and
in the case of any Acquisition Term Loans, after giving effect to the
transactions contemplated to be effected with the proceeds of such Loan)
(i) there shall exist no Default or Event of Default and (ii) all
representations and warranties contained herein and in each of the other
Credit Documents in effect at such time shall be true and correct with the
same effect as though such representations and warranties had been made on
and as of the date of the making of such Loan, unless such representation
and warranty expressly indicates that it is being made as of any other
specific date in which case it shall be true and correct on and as of such
other date.

(b) NO MATERIAL ADVERSE CHANGE, ETC.

(i) Since June 30, 1997, nothing shall have occurred or
become known to any Credit Party which the Required Banks or the
Administrative Agent shall have determined has or could reasonably
be expected to have a Material Adverse Effect.

(ii) There shall not have been issued or filed any
judgment or order which remains outstanding enjoining or otherwise
restraining the making of any Loans hereunder.

(c) MARGIN RULES. On the date of each Borrowing of Loans, neither
the making of any Loan nor the use of the proceeds thereof will violate the
provisions of Regulation G, U or X of the Board of Governors of the Federal
Reserve System.

(d) BORROWING BASE CERTIFICATE. The Administrative Agent and the
Required Banks shall have received, and the Required Banks shall be
reasonably satisfied (both as to form and substance) with, the Borrowing
Base Certificate last delivered to the Banks.

The acceptance of the proceeds of each Borrowing of Loans, including the
Initial Loans, shall constitute a representation and warranty by each Credit
Party to each of the Banks that all of the applicable conditions specified in
this Section 4.02 have been satisfied or waived (in each case disregarding any
reference therein that such condition be deemed satisfactory by the
Administrative Agent and/or the Required Banks). All of the certificates,
documents and papers referred to in this Section 4.02, unless otherwise
specified, shall be delivered to the Administrative Agent at the Agent's Office
(or such other location as may be specified by the Administrative Agent) for the
account of each of the Banks and in sufficient counterparts for each of the
Banks and shall be reasonably satisfactory in form and substance to the
Administrative Agent.

-48-

4.03. ADDITIONAL CONDITIONS PRECEDENT TO ACQUISITION TERM LOANS AND
SUPPLEMENTAL TERM LOANS. The obligations of the Banks to make Acquisition Term
Loans and Supplemental Term Loans (which shall not include a conversion or
continuation of any such Loan) are subject to the satisfaction of the following
additional conditions:

(a) Any such Acquisition Term Loan or Supplemental Term Loan shall
be made solely to effect one or more Permitted Business Acquisitions;

(b) No later than ten Business Days prior to the applicable
Acquisition Term Loan Closing Date or Supplemental Term Loan Closing Date
(except to the extent the Administrative Agent agrees to a shorter period),
the Administrative Agent shall have received (with sufficient copies for
each Bank) each of the following with respect to the consummation of the
Permitted Business Acquisition to be financed with the proceeds of any such
Acquisition Term Loan or Supplemental Term Loan:

(i) audited financial statements of the acquired company
for such company's two most recently completed fiscal years (or if
audited financial statements are unavailable for any such period,
unaudited financial statements for such period not so available
which are accompanied by a report on such financial statements by
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or another "Big Six" accounting firm acceptable to
the Administrative Agent);

(ii) a pro forma balance sheet and pro forma consolidated
statements of income and cash flows of the Borrower and its
Restricted Subsidiaries, after giving effect to the consummation of
the proposed Permitted Business Acquisition, as at the end of the
calendar quarter in which such Permitted Business Acquisition is to
be consummated;

(iii) a revised consolidated plan, substantially in the
form of the consolidated plan provided pursuant to Section
4.01(j)(iv) or otherwise in a form acceptable to the Administrative
Agent, for the then current calendar year and the next four
succeeding calendar years, in each case, giving effect to such
Permitted Business Acquisition, prepared in accordance with the
Borrower's normal accounting procedures (and which will represent
management's reasonable estimate of the projected performance of
the Borrower and its Restricted Subsidiaries during such periods)
applied on a consistent basis, including, without limitation
(i) forecasted consolidated balance sheets, consolidated statements
of operations, of stockholders' equity and of cash flows of the
Borrower and its Restricted Subsidiaries on a consolidated basis
for such periods, (ii) the amount of forecasted capital
expenditures for such periods, and (iii) forecasted compliance with
Sections 7.01 through 7.05; PROVIDED, HOWEVER, that if any such
forecast projects a potential failure to comply with any provision
of this Agreement at some future date, such forecast shall not
constitute a Default or Event of Default

-49-

or anticipatory or other breach hereof.

(iv) a certificate of the president or chief financial
officer of the Borrower which is substantially in the form of
Exhibit 4.03(b)(iv),

(x) certifying to the preparation of the pro forma
financial statements and budgets referenced in
subclauses (i) and (ii) and certifying that, after
giving effect to such Permitted Business
Acquisition, no Default or Event of Default shall
exist, and that, on a pro forma basis, the Borrower
and its Restricted Subsidiaries (including any
Subsidiary of the Borrower to be acquired in the
contemplated Permitted Business Acquisition), will
be in compliance with the covenants set forth in
Sections 7.01 through 7.05, inclusive, as of the
end of the calendar quarter in which such
Acquisition is to be consummated and setting forth
the calculations required to establish such pro
forma compliance and appending a spreadsheet
showing any adjustments to the actual EBITDA of the
Permitted Business Acquisition made in the
preparation of such pro forma financial statements
and calculations;

(y) setting forth, to the reasonable satisfaction of the
Administrative Agent, the material terms and
conditions of such Acquisition; and

(z) certifying that the conditions set forth in each of
Sections 4.02 and 4.03 (other than the completion of
filings and recordings to be performed upon the
applicable Acquisition Term Loan Closing Date or
Supplemental Term Loan Closing Date, as the case may
be) have been satisfied with respect to such proposed
Acquisition Term Loan Borrowing or Supplemental Term
Loan Borrower, as the case may be.

(c) Since June 30, 1997, nothing shall have occurred or become
known to any Credit Party which the Required Banks or the Administrative
Agent shall have determined has or could reasonably be expected to have a
Material Adverse Effect or has or could reasonably be expected to result in
a material adverse change in the industry in which the Borrower competes.

(d) The terms and conditions of such Acquisition and the related
documents shall be reasonably acceptable to the Administrative Agent;

(e) On or before the applicable Acquisition Term Loan Closing Date
or Supplemental Term Loan Closing Date, as the case may be, the Borrower
shall have complied, in all material respects, with the provisions of
Section 6.14 as to any property

-50-

acquired or to be acquired in connection with any such Permitted Business
Acquisition, except for any such provisions with which compliance is
waived by the Administrative Agent, including, without limitation, that
the Borrower and its Restricted Subsidiaries (including any Subsidiary so
acquired) shall execute and deliver to the Administrative Agent any
Additional Security Documents (or Subsidiary Guarantees) required to
provide the Administrative Agent for the benefit of the Banks with a
valid, perfected security interest in any Collateral to be acquired in
such Permitted Business Acquisition; and

(f) Without limiting the foregoing clause (d), with respect to any
Real Property (whether fee title or leasehold) in which an interest is
acquired in connection with any such Permitted Business Acquisition
(including any such interest held by any Subsidiary of the Borrower
acquired in such acquisition), the applicable conditions described below
shall be satisfied on or before the Acquisition Term Loan Closing Date or
Supplemental Term Loan Closing Date, as the case may be, provided, however,
that the following requirements shall not apply to (i) any Permitted
Business acquisition which includes Real Property in which the Borrower's
or any Restricted Subsidiary's interest individually is, in the
Administrative Agent's reasonable opinion, worth less than $300,000 and in
the aggregate worth less than $1,000,000 or (ii) to any acquisition of a
company involved solely in the business of growing, harvesting and selling
Christmas trees, so long as the amount of Borrowings related to such
acquisitions of Christmas tree companies consummated after the Closing Date
do not exceed $5,000,000 in the aggregate:

(x) with respect to Permitted Business Acquisitions which
include Real Property which, in the Administrative Agent's reasonable
opinion, individually is worth less than $300,000 but in the aggregate
is worth $1,000,000 or more (but less than $3,000,000), the
Administrative Agent may require that Real Property interests be
subject to the requirements of subclauses (i), (ii) and (iv) of
clause (z) below;

(y) with respect to Permitted Business Acquisitions which
include Real Property which individually is worth $300,000 or more,
for each such parcel the Borrower's or any Restricted Subsidiary's
interest is worth less than $600,000, the requirements set forth in
subclauses (i)-(iv) of clause (z) below must be fulfilled (provided
that no as-built survey or related title insurance policy endorsements
dependent thereon will be required) and, for each parcel of Real
Property the Borrower's or any Restricted Subsidiary's interest is
worth $600,000 or more, all the requirements set forth in clause (z)
below must be fulfilled; and

-51-

(z) with respect to acquisitions which include Real Property
which individually the Borrower's or any Restricted Subsidiary's
interest is worth less than $300,000 but in the aggregate the
Borrower's or any Restricted Subsidiary's interest is worth
$3,000,000 or more, the Administrative Agent may require that Real
Property interests be subject to some or all of the requirements
described below:

(i) The Administrative Agent, for the benefit of the
Banks, shall be granted a first mortgage or deed of
trust (or leasehold mortgage or deed of trust) on
all of the interests in such Real Property by the
Person holding such acquired interest, subject to no
prior Liens except for Permitted Encumbrances.

(ii) Any leasehold mortgages or deeds of trust granted
pursuant to the foregoing subclause (i) must be
consented to by any owners of such Real Property
pursuant to an estoppel and consent agreement in
form and substance satisfactory to the
Administrative Agent.

(iii) There shall be issued a lender's title insurance
policy as to each mortgage or deed of trust granted
pursuant to the foregoing subclause (i), with no
exceptions (including fee mortgages encumbering
leasehold interests in Real Property) which are not
reasonably acceptable to the Administrative Agent,
and, unless the Administrative Agent shall otherwise
elect, as-built surveys sufficient to remove the
survey exception from all title insurance policies
shall be delivered to the Administrative Agent.

(iv) A Phase I environmental report with respect to each
parcel of such Real Property satisfactory to the
Administrative Agent (and upon which the Banks shall
be entitled to rely) shall be delivered to the
Administrative Agent.

(v) Evidence reasonably acceptable to the Administrative
Agent shall be presented that the intended use by
the Borrower and its Subsidiaries of each of such
Real Properties complies with all zoning and land
use laws, and that all necessary permits and
approvals for the operation of such properties in
such manner have been obtained and are in full force
and effect.

(g) There shall be delivered to the Administrative Agent (in each
case, with sufficient copies for each Bank) copies of the following
documents related to any Permitted Business Acquisition to be consummated
with the proceeds of an Acquisition

-52-

Term Loan, (i) the term sheet for such Acquisition, upon execution thereof
by the parties thereto, and (ii) upon consummation of such Acquisition, a
complete set of the documents effecting such Acquisition, together with
all schedules and exhibits (including, without limitation the acquisition
agreement and any Seller Notes issued in connection therewith).

(h) The Administrative Agent shall have received, if so requested
by the Administrative Agent, an opinion dated the applicable Acquisition
Term Loan Closing Date or Supplemental Term Loan Closing Date, as the case
may be, addressed to each of the Banks from ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇▇▇, P.C., in form and substance reasonably acceptable to the
Administrative Agent.

(i) Any fees or expenses of the Agents or the Banks which are then
due and payable, whether due in connection with such Acquisition Term Loan
Borrowing or otherwise, shall have been paid in full prior to, or
simultaneously with, the applicable Acquisition Term Loan Closing.

SECTION 5. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. In order to induce
the Agents and the Banks to enter into this Agreement and to make the Loans
provided for herein, the Borrower makes the following representations and
warranties to, and agreements with, the Agents and the Banks, all of which shall
survive the execution and delivery of this Agreement and the making of the Loans
(with the execution and delivery of this Agreement and the making of each Loan
thereafter being deemed to constitute a representation and warranty that the
matters specified in this Section 5 are true and correct in all material
respects both before and after giving effect to the Public Financing and the
related transactions and as of the date of each such Loan unless such
representation and warranty expressly indicates that it is being made as of any
specific date).

5.01. STATUS. Each Credit Party is a duly organized and validly existing
corporation or limited partnership, as the case may be, in good standing under
the laws of the jurisdiction of its organization. After giving effect to the
Public Financing, Holdings shall have merged with and into the Borrower, and all
of its right, title and interest in any assets as of such date shall thereupon
be held directly by the Borrower. Each Credit Party has all corporate power and
authority, and has obtained all requisite governmental licenses, authorizations,
consents and approvals (including, without limitation, those required by
Environmental Laws), to own and operate its property and assets and to transact
the business in which it is engaged and presently proposes to engage, except for
those governmental licenses, authorizations, consents or approvals the failure
of which to be so obtained would not have a Material Adverse Effect; and is duly
qualified and authorized to do business and is in good standing in all
jurisdictions where it is required to be so qualified, except where the failure
to be so qualified could not reasonably be expected to have a Material Adverse
Effect.

5.02. POWER AND AUTHORITY; BUSINESS. Each Credit Party had or has, as
applicable, the requisite corporate power and authority to execute, deliver and
carry out the terms and provisions

-53-

of the Transaction Documents and Public Financing Documents to which it is a
party and has taken all necessary corporate action to authorize the
execution, delivery and performance of the Transaction Documents and Public
Financing Documents to which it is a party. Each Credit Party has duly
executed and delivered each Transaction Document and each Public Financing
Documents to which it is a party and each such Document constitutes the
legal, valid and binding obligation of such Credit Party and is enforceable
against such Credit Party in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar laws now or hereafter in
effect relating to the rights of creditors generally or by general principles
of equity or the discretion of the court before which any proceeding therefor
may be brought.

5.03. NO VIOLATION. Neither the execution, delivery or performance by
any Credit Party of the Credit Documents to which it is a party nor compliance
with the terms and provisions thereof nor the consummation of the transactions
contemplated therein (a) will contravene any applicable provision (or any
provision to be applicable following the Public Financing) of any law, statute,
rule, regulation, order, writ, injunction or decree of any court or Governmental
Authority; (b) conflicts or will conflict or be inconsistent with, or results or
will result in any breach or violation of any of the terms, covenants,
conditions or provisions of, or constitutes or will constitute a default under,
or (other than pursuant to the Security Documents) results or will result in the
creation or imposition of (or the obligation to create or impose) any Lien upon
any of the property or assets of any Credit Party pursuant to the terms of, any
indenture, mortgage, deed of trust or other material instrument or agreement to
which any Credit Party is a party or by which it or any of its property or
assets is bound (or will be bound after giving effect to the Public Financing)
or to which it may be subject or any law, statute, rule, regulation, order,
writ, injunction or decree of any court or Governmental Authority referred to in
clause (a) above; or (c) will violate any provision of the certificate of
incorporation, certificate of formation, certificate of limited partnership,
by-laws, limited liability company agreement of any Credit Party, except in
the case of any of the foregoing clauses (a) through (c) where such
contravention, conflict, inconsistency, breach, default, creation,
imposition, obligation or violation does not have a Material Adverse Effect.
Neither the execution, delivery or performance of any Document, nor the
consummation of the Public Financing nor the terms of the financing in
connection therewith conflicted, conflicts or will conflict or be
inconsistent with, or results or will result in any breach or violation of
any of the terms, covenants, conditions or provisions of, or constitutes or
will constitute a default under, or results or will result in the creation or
imposition of (or the obligation to create or impose) any Lien (except
pursuant to the Security Documents) upon any of the property or assets of any
Credit Party pursuant to the terms of, any indenture, mortgage, deed of
trust, instrument or agreement relating to Indebtedness for borrowed money or
the equivalent thereof or other material agreement to which any Credit Party
is a party or by which it or any of its property or assets is bound or to
which it may be subject or any law, statute, rule, regulation, order, writ,
injunction or decree of any court or Governmental Authority referred to in
clause (a) above, except, in each case, where such conflict, inconsistency,
breach, default, creation, imposition or obligation could not reasonably be
expected to have a Material Adverse Effect.

-54-

5.04. LITIGATION. There are no actions, judgments, suits, investigations
or proceedings by any administrative or other public authority or Governmental
Authority or other Person pending or, to the best knowledge of the Borrower,
threatened with respect to any Credit Party or any of its assets (both before
and after giving effect to the Public Financing) that (a) challenges the
consummation of the Public Financing or the validity of any of the Public
Financing Documents or the transactions contemplated thereby, including the
making of any Loans, or (b) taken individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect.

5.05. USE OF PROCEEDS.

(a) Not more than $7,000,000 of the proceeds of the Revolving
Loans shall be used by the Borrower on the Closing Date to pay fees and
expenses related to the Public Financing and the remaining proceeds of the
Revolving Loans and the Supplemental Revolving Loans shall be used to
finance the ongoing capital requirements of the Borrower and its
Subsidiaries and for general corporate purposes.

(b) All of the proceeds of the Acquisition Term Loans and the
Supplemental Term Loans shall be used by the Borrower to provide all or a
portion of the consideration for Permitted Business Acquisitions, to pay
existing Indebtedness encumbering property acquired in such transactions
(including existing Indebtedness of any Restricted Subsidiary of the
Borrower so acquired), and to pay related fees and expenses.

(c) Neither the making of any Loan hereunder nor the use of the
proceeds thereof shall violate or be inconsistent with the provisions of
Regulation G, U or X of the Board of Governors of the Federal Reserve
System.

5.06. GOVERNMENTAL APPROVALS, ETC. No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption or other action by or notice to, any third party or any foreign or
domestic, administrative or public body or Governmental Authority, or by any
subdivision thereof (except for (a) such orders, consents, approvals, licenses,
authorizations or validations which, if not obtained or made, would not have a
Material Adverse Effect or which have previously been obtained or made and (b)
filings to perfect security interests granted pursuant to the Security
Documents) is necessary or required to authorize or is required in connection
with (i) the execution, delivery and performance of any Credit Document or the
transactions contemplated thereby or (ii) the legality, validity, binding effect
or enforceability of any Credit Document. As of the Closing Date, there shall
not exist any judgment, order, injunction or other restraint issued or filed
with respect to the transactions contemplated by the Credit Documents or the
Public Financing Documents or Credit Documents, including the making of Loans or
the performance by any Credit Party of its obligations under any Public
Financing Documents or Credit Documents. At the time of the making of the
Initial Loans, there does not exist any judgment, order, injunction or other
restraint issued or filed with respect to the transactions contemplated by the
Public Financing Documents, including the

-55-

consummation of the Public Financing, the making of Loans or the performance
by any Credit Party of its obligations in connection with the Public
Financing.

5.07. INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT.
Neither the Borrower nor any of its Restricted Subsidiaries was, prior to the
Closing Date, is, or will be after giving effect to the transactions
contemplated by the Public Financing, (a) an "investment company" or a company
"controlled" by an "investment company," in each case within the meaning of the
Investment Company Act of 1940, as amended; or (b) a "holding company," a
"subsidiary company" of a "holding company," or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company," in each case
within the meaning of the Public Utility Holding Company Act of 1935, as
amended.

5.08. TRUE AND COMPLETE DISCLOSURE. All factual information (taken as a
whole) heretofore or contemporaneously furnished in writing by or on behalf of
any Credit Party to any Bank and either (a) contained in any Credit Document or
(b) required to be furnished pursuant to Section 4.01, is, and as of the Closing
Date will be, and all other such factual information (taken as a whole) which
has been or hereafter will be furnished in writing by or on behalf of any Credit
Party to the Administrative Agent or any Bank pursuant to Section 6.01 or 4.03
is or will be, true and accurate in all material respects on the date as of
which such information is dated or certified and is not and will not be
incomplete by omitting to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; PROVIDED, HOWEVER, that it is understood that the
projections and pro forma financial information contained in such materials are
based on good faith estimates and assumptions believed by such Credit Party to
be reasonable at the time made, but that actual results may vary from the
projections.

5.09. FINANCIAL CONDITION; FINANCIAL STATEMENTS; PROJECTIONS.

(a) No Credit Party entered into the arrangements contemplated by
the Original Credit Agreement, the Existing Credit Agreement, the other
Transaction Documents this Agreement or by the Public Financing Documents,
or did intend or intends to make any transfer or incur any obligations
hereunder or thereunder, with actual intent to hinder, delay or defraud
either then existing, present or future creditors. On and as of the
Effective Date, the Closing Date (and as of each Acquisition Term Loan
Closing Date and each Supplemental Term Loan Closing Date), on a pro forma
basis after giving effect to (i) as applicable, the Public Financing (and
the transactions to be consummated with the proceeds of any such
Acquisition Term Loan or Supplemental Term Loan), (ii) the incurrence of
all Indebtedness in connection therewith, (iii) the creation of all Liens
created or to be created in connection therewith and (iv) the granting of
all guarantees granted by any Credit Party in connection therewith, (A) no
Credit Party expected or expects that final judgments against it in actions
for money damages with respect to pending or threatened litigation will be
rendered at a time when, or in an amount such that, it will be unable to
satisfy any such judgments promptly in accordance with their

-56-

terms (taking into account the maximum reasonable amount of such
judgments in any such actions, the earliest reasonable time at which
such judgments might be rendered and the cash available to such Credit
Party, after taking into account all other anticipated uses of the cash
of such Credit Party (including the payments on or in respect of debts
(including its Contingent Obligations)); (B) no Credit Party incurred,
will have incurred or intends to, or believes that it will, incur debts
beyond its ability to pay such debts as such debts mature (taking into
account the timing and amounts of cash to be received by such Credit
Party from any source, and of amounts to be payable on or in respect of
debts of such Credit Party and the amounts referred to in the preceding
clause (A)); (C) each Credit Party, after taking into account all other
anticipated uses of the cash of such Person, anticipates being able to
pay all amounts on or in respect of debts of such Person when such
amounts are required to be paid; and (D) each Credit Party will have
sufficient capital with which to conduct its present and proposed
business and the property of such Credit Party will not constitute
unreasonably small capital with which to conduct its present or proposed
business. For purposes of this Section 5.09, "debt" means any liability
on a claim, and "claim" means a (1) right to payment whether or not such
a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured; or (2) right to an equitable remedy for breach of
performance if such breach gives rise to a payment, whether or not such
right to an equitable remedy is reduced to judgment, fixed, contingent,
matured, unmatured, disputed, undisputed, secured or unsecured.

(b) The Borrower has heretofore delivered to the Banks the
financial statements attached hereto as Schedule 4.01(j). All such
financial statements were prepared in accordance with GAAP consistently
applied. Such financial statements (other than the pro forma balance
sheets) present fairly, in all material respects, the financial position of
the Borrower and its Subsidiaries (or where applicable, Holdings and its
Subsidiaries) on a consolidated basis as of the date and for the periods
covered thereby, and such pro forma balance sheet presents fairly, in all
material respects, the pro forma financial position of the Borrower and its
Subsidiaries as of the Closing Date, based on the assumptions stated
therein, and before and after giving effect to the transactions described
therein.

(c) There have heretofore been delivered to the Banks the pro
forma income projections for the Borrower and its Subsidiaries, pro forma
balance sheet projections for the Borrower and its Subsidiaries and pro
forma cash flow projections for the Borrower and its Subsidiaries for the
five calendar years commencing June 30, 1997, inclusive, referred to in
Section 4.01(j) including the financial statements delivered as of the
Closing Date, and, in connection with any Acquisition Term Loan, the
proforma financial statements referred to in Section 4.03 (the "PROJECTED
FINANCIAL STATEMENTS"), which give effect to the applicable Permitted
Business Acquisitions and all Indebtedness and Liens incurred or created in
connection therewith. The Projected Financial Statements are based on
estimates and projections which are believed by the Borrower and its
Restricted

-57-

Subsidiaries to be reasonable in light of the conditions which existed
at the time of their preparation as to the future financial performance
of the Borrower and its Subsidiaries.

(d) As of the Closing Date, except as fully reflected or reserved
against in the financial statements (including the pro forma balance sheet
as of the Closing Date) described in Section 5.09(b), there were not and
will not be any liabilities or obligations with respect to the Borrower and
its Subsidiaries of any nature whatsoever, other than deferred purchase
price payments to be made pursuant to the Asset Purchase Agreement dated as
of July 31, 1997 among Holdings, Color Spot Christmas Trees, Inc. and
Cracon Inc. (whether absolute, accrued, contingent or otherwise and whether
or not due, other than for such as have been incurred by the Borrower and
its Subsidiaries in connection with the Public Financing and other than
trade payables incurred in the ordinary course of business since the
respective dates of such financial statements) which, either individually
or in aggregate, were or will be material to such Persons. No Credit Party
knows of any basis for the assertion against the Borrower or any of its
Subsidiaries of any liability or obligation of any nature whatsoever that
is not fully reflected in the financial statements described in
Section 5.09(b) or the Public Financing Documents or the schedules or
exhibits thereto (other than trade payables incurred in the ordinary course
of business) since the respective dates of such financial statements which,
either individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect.

5.10. SECURITY INTERESTS. With the exception of the parcels of Real
Property at the locations set forth on Schedule 5.10A, upon the execution,
delivery and filing or recording in all appropriate registries or offices of the
Security Documents, the Security Documents create or will create, in favor of
the Administrative Agent for the benefit of the Banks, as security for the
obligations purported to be secured thereby, a valid and enforceable perfected
security interest in and Lien upon all of the Collateral, which security
interest and Lien upon the Collateral shall be superior to and prior to the
rights of all third persons and subject to no Liens except the Prior Liens and
Permitted Encumbrances applicable to such Collateral. Set forth on Schedule
5.10B is a true list of all Liens (other than Liens in favor of the Agent and
Liens included in clause (a), (e) and (f) of the definitions of Permitted
Encumbrances) (i) on the property of the Borrower and its Restricted
Subsidiaries after giving effect to the Public Financing (collectively, the
"PRIOR LIENS"). The respective pledgor or assignor, as the case may be, has
(or, on and after the time it executes the respective Security Document, will
have) good and marketable title to the Collateral covered by such Security
Document, free and clear of all Liens other than Liens permitted under the
applicable Security Document. No filings or recordings are required in order to
perfect the security interests created under any Security Document except for
filings or recordings in the registries and offices set forth in Schedule 5.10C
(including as supplemented from time to time pursuant to Section 6.01(n)).

5.11. TAX RETURNS AND PAYMENTS. Except for the extension, to March 31,
1997, of the filing deadline for the tax returns due September 15, 1996 for the
Borrower's fiscal year ended June 30, 1996, each of the Borrower and its
Subsidiaries has filed all tax returns required to be

-58-

filed by it (which are true and correct in all material respects) and has
paid all taxes and assessments due and payable, other than (a) those not yet
delinquent and (b) those contested in good faith and for which adequate
reserves have been established, except, solely with respect to tax returns
and taxes and assessments required to be filed or paid by or on behalf of any
such Person relating to periods prior to the Closing Date, for any failure
which, individually or in the aggregate, would not have a Material Adverse
Effect. Each of the Borrower and its Subsidiaries has paid, or has provided
adequate reserves (in accordance with GAAP) for the payment of, all federal,
state, local and foreign income taxes (including, without limitation,
franchise taxes based upon income) applicable for all prior fiscal years and
for the current fiscal year to the date hereof except, solely with respect to
tax returns and taxes and assessments required to be filed or paid by or on
behalf of any such Person relating to the period prior to the Closing Date,
for any failures which, individually or in the aggregate, would not have a
Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries
know of any proposed tax assessment against any such Person that could
reasonably be expected to have a Material Adverse Effect which is not being
actively contested in good faith by such Person to the extent affected
thereby in good faith and by appropriate proceedings; PROVIDED, HOWEVER,
that such reserves or other appropriate provisions, if any, as shall be
required in conformity with GAAP shall have been made or provided therefor.

5.12. ERISA. Neither the Borrower nor its Restricted Subsidiaries nor
any ERISA Affiliate of any such Person has, for a period commencing six years
prior to the Closing Date, established, maintained, participated in or been
obligated to contribute to any Plan.

5.13. CAPITAL STOCK; SUBSIDIARIES, ETC.

(a) From and after the consummation of the Public Financing, all
of the outstanding Capital Stock of the Borrower and its Restricted
Subsidiaries shall be validly issued, fully paid and nonassessable. Except
as set forth in the Stockholders Agreement, there are no preemptive rights
on the part of any holder of any class of securities or equity interests of
the Borrower and its Restricted Subsidiaries.

(b) LSGR Holdings, Inc., a direct, Wholly-Owned Subsidiary of
the Borrower, holds 99% of the partnership interests in Lone Star
Growers, L.P., as the sole limited partner, and Lone Star, Inc., a
direct, Wholly-Owned Subsidiary of the Borrower, holds the remaining 1%
of the partnership interests in Lone Star Growers, L.P., as the sole
general partner.

(c) Schedule 5.13 (including as supplemented from time to time
pursuant to Section 6.01(n)) lists each Subsidiary of the Borrower and sets
forth the jurisdiction of incorporation (or of formation) of each such
Subsidiary. There are no Restricted Subsidiaries of the Borrower which are
not directly or indirectly Wholly Owned Subsidiaries. Each Restricted
Subsidiary of the Borrower has guaranteed the Borrower's obligations
hereunder and the Borrower and each such Restricted Subsidiary has pledged

-59-

all of its property to secure the same, pursuant to a Subsidiary Guarantee
and related Security Documents.

5.14. PROPRIETARY RIGHTS. The Borrower and each of its Restricted
Subsidiaries owns or possesses adequate patents, patent applications,
copyrights, licenses, permits, trademarks, trademark applications, service
marks, service ▇▇▇▇ applications, trade names, trade secrets and know how or
rights thereto (collectively, "INTELLECTUAL PROPERTY"), necessary to conduct its
business as presently conducted and as proposed to be conducted. No claim is
pending or, to the best knowledge of the Borrower and each such Restricted
Subsidiary, threatened to the effect that the Borrower or any of its Restricted
Subsidiaries infringes upon the asserted rights of any other Person under any
Intellectual Property, and to the best knowledge of the Borrower or any of its
Restricted Subsidiaries, there is no basis for any such claim (whether or not
pending or threatened), in each case where such claim could reasonably be
expected to have a Material Adverse Effect. No claim is pending or, to the best
knowledge of the Borrower or any of its Restricted Subsidiaries threatened to
the effect that the rights of the Borrower or any of its Restricted Subsidiaries
with respect to any such Intellectual Property owned by the Borrower or any of
its Restricted Subsidiaries are invalid or unenforceable by such Person, and, to
the best knowledge of the Borrower or any of its Restricted Subsidiaries, there
is no basis for any such claim (whether or not pending or threatened), in each
case where such claim could reasonably be expected to have a Material Adverse
Effect.

5.15. COMPLIANCE WITH LAWS, ETC. The Borrower and its Restricted
Subsidiaries are each in compliance in all material respects with all applicable
laws and regulations, including, without limitation, all laws relating to equal
employment opportunity and employee safety (but excluding, for purposes of this
Section 5.15, Environmental Laws), in all jurisdictions in which it is presently
doing business, and the Borrower will, and will cause its Subsidiaries to,
comply in all material respects with all such laws and regulations which may be
imposed in the future in jurisdictions in which it or any of its Restricted
Subsidiaries may then be doing business, other than such laws and regulations
the noncompliance with which could not reasonably be expected to have a Material
Adverse Effect.

5.16. PROPERTIES. The Borrower and its Restricted Subsidiaries each has
good and marketable title to, and beneficial ownership of, all the properties
owned by it, including, after the Closing Date, all property reflected in the
most recent balance sheet referred to in Section 5.09(b), free and clear of all
Liens, other than Prior Liens and Permitted Encumbrances. Schedule 5.16 lists
the addresses and locations of all Real Property owned and leased by the
Borrower and each such Restricted Subsidiary as of the Closing Date. Except as
set forth on Schedule 5.16 (including as supplemented from time to time pursuant
to Section 6.01(n)) the Borrower and its Restricted Subsidiaries own or lease no
other Real Property. Each of the Borrower and its Restricted Subsidiaries holds
all material licenses, certificates of occupancy or operation, water rights and
similar certificates and clearances of municipal and other authorities necessary
to own and operate its Real Property in the manner and for the purposes
currently operated by such party which if not obtained or maintained would have
a material adverse effect

-60-

upon the value of such Real Property. With respect to the leases of Real
Property reflected on Schedule 5.16, the Borrower or the applicable
Restricted Subsidiary of the Borrower is in compliance with all material
provisions of each such lease. With respect to all leases of Real Property
by each of the Borrower and its Restricted Subsidiaries, no event has
occurred which (with the giving of notice or the passage of time or both),
would impair any right of such Person to exercise and obtain the benefit of
any options contained in any material lease; there is no material default or
basis for acceleration, repossession or termination by the landlord under any
lease, nor has any event occurred which (with the giving of notice or the
passage of time or both) would constitute a default or result in or permit
the repossession, acceleration of any obligation under, or termination of,
any material lease by the landlord.

5.17. SECURITIES.

(a) Except as set forth in Schedule 5.17 (including as
supplemented from time to time pursuant to Section 6.01(n)), there is not
any existing Capital Stock of any Subsidiary of the Borrower.

(b) All Capital Stock of the Borrower's Restricted Subsidiaries is
pledged to the Administrative Agent for the benefit of the Banks, and all
certificates evidencing such Capital Stock has been delivered to the
Administrative Agent. All such Capital Stock is and shall be at all times
duly authorized, validly issued, fully paid and nonassessable.

5.18. COLLECTIVE BARGAINING AGREEMENTS; LABOR MATTERS. None of the
Borrower nor any of its Restricted Subsidiaries is a party to any collective
bargaining or similar agreement. No such Person has experienced any strike,
labor dispute, slowdown or work stoppage due to labor disagreements which could
reasonably be expected to have a Material Adverse Effect, and to the best
knowledge of each such Person, there is no such strike, dispute, slowdown or
work stoppage threatened against any such Person.

5.19. INDEBTEDNESS OUTSTANDING. Schedule 5.19 lists and describes all
Indebtedness of the Borrower and its Restricted Subsidiaries that will be
outstanding immediately after the Closing Date, and all Indebtedness of each
such Person that will be repaid, defeased, transferred or otherwise terminated
on the Closing Date.

5.20. ENVIRONMENTAL PROTECTION. Except as set forth on Schedule 5.20
(including in any of the environmental reports listed on said Schedule), except
to the extent that any items set forth (or in said reports) individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect:

(a) Each of the Borrower and its Restricted Subsidiaries has
obtained all material permits, licenses and other authorizations which are
required with respect to the operation of its business, and the use,
operation and ownership of its properties (including the Real

-61-

Property) and assets under any Environmental Law (collectively, the
"ENVIRONMENTAL AUTHORIZATIONS") and each such Environmental
Authorization is in full force and effect.

(b) Each of the Borrower and its Restricted Subsidiaries, and each
of the properties (including the Real Property) and assets used in its
business, is in compliance in all material respects with all terms and
conditions of the Environmental Authorizations and is also in compliance in
all respects (including, without limitation, compliance in all respects
with standards, schedules and timetables therein) with, and not subject to
liability under, any Environmental Law applicable to it or its business,
assets, operations and Real Property, if any, including without limitation
those arising under the Resource Conservation and Recovery Act of 1976, as
amended, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986 ("CERCLA"), the Federal Water Pollution Control
Act, as amended, the Federal Clean Air Act, as amended, and the Toxic
Substances Control Act, as amended, and all corresponding equivalent state
laws, and there are no circumstances of a nature which may prevent or
interfere with such material compliance in the future. None of the
Borrower nor its Restricted Subsidiaries has been notified by any
Governmental Authority or has any basis to believe that any such
Environmental Authorizations will be modified, suspended or revoked or
cannot be renewed or otherwise maintained in the ordinary course of
business. In the last five years, to the best knowledge of each such
Person, none of the Borrower nor any of its Restricted Subsidiaries has
received any communication, whether from a Governmental Authority, citizen
group, employee or otherwise, that alleges that the Borrower or any of its
Restricted Subsidiaries or any of the properties or assets used in their
respective businesses (including the Real Properties) is not in compliance
in all material respects with Environmental Laws.

(c) There is no Environmental Notice that (i) is pending or, to
the best knowledge of the Borrower and its Restricted Subsidiaries,
threatened against any such Person or (ii) is pending or, to the best
knowledge of each such Person, threatened against any Person whose
liability for such Environmental Notice may have been retained or assumed
by, or could reasonably be imputed or attributed by law or contract to, any
such Person.

(d) To the best knowledge of each of the Borrower and its
Restricted Subsidiaries, there are no past or present actions, activities,
circumstances, conditions, events or incidents arising out of, based upon,
resulting from or relating to the operation, ownership or use of any
properties or assets (including the Real Properties) currently or formerly
owned, operated, leased or used by any of the Borrower and its Restricted
Subsidiaries (or any predecessor in interest of any of them), including,
without limitation, the emission, discharge, disposal or other release of
any Hazardous Materials in or into the Environment that could reasonably be
expected to form the basis of any Environmental Notice against or with
respect to any such Person, or against any person or

-62-

entity whose liability for any Environmental Notice may have been retained
or assumed by, or could be imputed by law or contract to, any such Person.

(e) None of the Borrower nor any of its Restricted Subsidiaries
(i) has received written notice that it has been identified as a
potentially responsible party under CERCLA or any comparable state, local
or foreign law or (ii) has received any notification that any Hazardous
Materials that it or any of its predecessors in interest has used,
generated, stored, treated, handled, transported or disposed of, or
arranged for transport for disposal or treatment of, or arranged for
disposal or treatment of, has been found at any site at which any
governmental agency or private party is conducting or plans to conduct a
remedial investigation or other action pursuant to any Environmental Law.

(f) Without in any way limiting the generality of the foregoing,
to the best knowledge of each of the Borrower and its Restricted
Subsidiaries, (i) there are, and have been, no underground storage tanks or
related piping located on, at or under property (including the Real
Properties) owned, operated, leased or used by any such Person (or any
predecessor in interest of any of them), (ii) there are, and have been, no
polychlorinated biphenyls used or stored by any such Person located on, at
or under property (including the Real Properties) owned, operated, leased
or used by any such Person (iii) there are, and have been, no properties
(including the Real Properties) owned, operated, managed, leased or used by
any such Person (or any predecessor in interest of any of them) at which
Hazardous Materials generated, used, owned, managed, stored or controlled
by any such Person (or any predecessor in interest of any of them) may have
been disposed or otherwise released into the Environment except such
disposals or other releases which were in compliance with Environmental
Laws and Environmental Authorizations and (iv) there is no friable asbestos
contained in or forming part of any building, building component, structure
or office space owned, operated, leased or used by any such Person.

(g) To the best knowledge of each of the Borrower and its
Restricted Subsidiaries, no Lien has been recorded under any Environmental
Law with respect to any properties, assets or facilities (including the
Real Property) owned, operated, managed, leased, used or controlled by any
such Person.

(h) Each of the Borrower and its Restricted Subsidiaries shall
have made all notifications, registrations and filings in all material
respects in accordance with all applicable State and Local Real Property
Disclosure Requirements, including, without limitation, the use of forms
provided by state or local agencies, where such forms exist, whether to the
Administrative Agent or to, or with, the state or local agency, provided
that where such notification, registration or filing was made to, or with a
state or local agency, a copy of such notification, registration or filing
shall be provided to the Administrative Agent prior to the Closing Date.

-63-

5.21. ENVIRONMENTAL INVESTIGATIONS. All material environmental
investigations, assessments, studies, audits or reviews conducted of which any
of the Borrower and its Restricted Subsidiaries has knowledge in relation to the
current or prior business of any such Person or any Real Property or facility
now or previously owned, operated, used, controlled or leased by any such
Person, including, without limitation, those relating to compliance with or
liability under any Environmental Law, have been delivered to the Administrative
Agent.

5.22. INSURANCE. Schedule 5.22 lists all insurance policies maintained by
each of the Borrower and its Restricted Subsidiaries. All of such insurance is
in full force and effect as of the Closing Date and, at all times after the
Closing Date, such insurance, or renewal or replacement policies substantially
equivalent in coverage and amount, shall be in full force and effect.

5.23. GOVERNMENTAL REGULATION. None of the Borrower nor any of its
Restricted Subsidiaries is subject to any federal or state statute or regulation
limiting its ability to incur indebtedness for money borrowed or guarantee such
indebtedness as contemplated by the Transaction Documents, other than Regulation
X.

5.24. ABSENCE OF EVENTS OF DEFAULT. No Default or Event of Default has
occurred and is continuing.

5.25. PERFORMANCE OF AGREEMENTS. None of the Borrower nor any of its
Restricted Subsidiaries is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in any
contractual obligation of such Person which, singly or in the aggregate, could
reasonably be expected to have a Material Adverse Effect, and no condition
exists which, with the giving of notice or the lapse of time or both, would
constitute such a default.

5.26. SECURITIES ACTIVITIES. Neither the Borrower nor any of its
Restricted Subsidiaries is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or
carrying any margin stock.

SECTION 6. AFFIRMATIVE COVENANTS. The Borrower covenants and agrees that
on the Closing Date and thereafter until (a) this Agreement has ceased to be in
effect, (b) the Commitments have terminated and (c) the Loans, together with
interest, fees and all other Obligations incurred hereunder then due and
payable, have been paid in full (except as otherwise agreed or consented to, or
waived, in writing by the Required Banks):

6.01. INFORMATION COVENANTS. The Borrower will furnish or cause to be
furnished to each Bank:

(a) As soon as available, and in any event within 90 days after
the close of each fiscal year of the Borrower the audited consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such
fiscal year and the related audited consolidated

-64-

statements of income, of cash flows and of stockholders' equity for such
fiscal year, setting forth comparative consolidated figures for the
preceding fiscal year and a report on such consolidated balance sheets
and financial statements by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or another "Big Six"
accounting firm that is reasonably satisfactory to the Administrative
Agent, which report shall not be qualified as to the scope of audit or
as to the status of the Borrower and its Subsidiaries as a going concern
and shall state that such consolidated financial statements present
fairly, in all material respects, the consolidated financial position of
the Borrower and its Subsidiaries as at the dates indicated and the
results of their operations and their cash flows for the periods
indicated in conformity with GAAP, and that the examination by such
accountants was conducted in accordance with generally accepted auditing
standards.

(b) As soon as practicable, and in any event within 30 days after
the end of each month, commencing with January 1998, (i) the unaudited
consolidated balance sheet of the Borrower and its Subsidiaries as at the
end of such month and (ii) the related unaudited consolidated statements of
income and cash flows of the Borrower and its Subsidiaries, each in the
form customarily prepared by management for such month and for the period
from the beginning of the then current fiscal year to the end of such
month, setting forth in comparative form the corresponding periods of the
prior fiscal year (including a comparison of such monthly financial results
against the budgets required to be submitted pursuant to Section 6.01(f)
(such comparisons of actual results to budget to commence with the
financial results of the month of January 1997), together with a brief
narrative discussion and analysis prepared by management describing the
results of operations of the Borrower and its Subsidiaries for such month.

(c) As soon as available, and in any event within 90 days after
the close of each fiscal year of the any Unrestricted Subsidiary the
audited consolidated and consolidating balance sheets of such Unrestricted
Subsidiary and its Subsidiaries as at the end of such fiscal year and the
related audited consolidated and consolidating statements of income, of
cash flows and of stockholders' equity for such fiscal year, setting forth
comparative consolidated figures for the preceding fiscal year and a report
on such consolidated and consolidating balance sheets and financial
statements by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or another "Big Six" accounting firm that is
reasonably satisfactory to the Administrative Agent, which report shall not
be qualified as to the scope of audit or as to the status of such
Unrestricted Subsidiary and its Subsidiaries as a going concern and shall
state that such consolidated and consolidating financial statements present
fairly, in all material respects, the consolidated and consolidating
financial position of such Unrestricted Subsidiary and its Subsidiaries as
at the dates indicated and the results of their operations and their cash
flows for the periods indicated in conformity with GAAP, and that the
examination by such accountants was conducted in accordance with generally
accepted auditing standards.

-65-

(d) As soon as practicable, and in any event within 30 days after
the end of each month, commencing with November 1997, (i) unaudited
consolidated balance sheets of any Unrestricted Subsidiaries and its
Subsidiaries as at the end of such month and (ii) the related unaudited
consolidated statements of income and cash flows of such Unrestricted
Subsidiary and its Subsidiaries, each in the form customarily prepared by
management for such month and for the period from the beginning of the then
current fiscal year.

(e) Together with each delivery of consolidated financial
statements of the Borrower and its Subsidiaries pursuant to Section
6.01(a), a written statement by the independent public accountants giving
the report thereon (i) stating that their audit examination has included a
review of the terms of Sections 7.01 through 7.05, inclusive, and the
definitions related thereto as they relate to accounting matters but
without having conducted any special auditing procedures in connection
therewith; (ii) stating whether, in connection with their audit
examination, any condition or event which constitutes a Default or Event of
Default has come to their attention, and if such a condition or event has
come to their attention, specifying the nature and period of existence
thereof; PROVIDED, HOWEVER, that such accountants shall not be liable by
reason of any failure to obtain knowledge of any such Default or Event of
Default that would not be disclosed in the course of their audit
examination; and (iii) stating that based on their audit examination
nothing has come to their attention which causes them to believe that as of
the end of such fiscal year of the Borrower there existed a Default or an
Event of Default related to the breach of any covenant set forth in
Sections 7.01 through 7.05, inclusive, as they relate to accounting matters
and if such a condition or event has come to their attention, specifying
the nature and period of existence thereof and what action the applicable
Credit Party has taken, is taking and proposes to take with respect
thereto.

(f) Prior to the commencement of each fiscal year, annual budgets
of the Borrower and its Subsidiaries in reasonable detail for each month of
such fiscal year, as customarily prepared by management for its internal
use, setting forth, with appropriate discussion, the principal assumptions
upon which such budgets are based.

(g) At the time of the delivery of the financial statements
provided for in Sections 6.01(a) and (b), a certificate of the chief
financial officer, controller, chief accounting officer or other Authorized
Officer of the Borrower to the effect that no Default or Event of Default
exists, or, if any Default or Event of Default does exist, specifying the
nature and extent thereof, which certificate shall, with respect to the
financial statements provided for in Section 6.01(b), at the time of
delivery of such statements for the fiscal months ended nearest to March
31, June 30, September 30 and December 31, beginning with the fiscal month
ended nearest to December 31, 1997, be accompanied by a Compliance
Certificate, in a form reasonably acceptable to the Agent, setting forth
the calculations required to establish whether the Borrower and its
Subsidiaries were in compliance with the covenants in this Agreement
(including without limitation the

-66-

covenants set forth in Sections 7.01 through 7.05, inclusive) as at the
end of such fiscal period.

(h) At the time of the delivery of the financial statements
provided for in Sections 6.01(a), (b), (c) and (d), unaudited consolidated
financial statements of the Borrower and its Restricted Subsidiaries
certified by the chief financial officer, controller, chief accounting
officer or other Authorized Officer of the Borrower to the effect that such
financial statements were prepared in accordance with GAAP and fairly
reflect the financial condition of the Borrower and the Restricted
Subsidiaries at the dates thereof and the results of operations for the
periods covered thereby (subject only to normal year-end audit
adjustments).

(i) Promptly upon receipt thereof, a copy of each annual
"management letter" submitted to the Borrower the Borrower by its
independent accountants in connection with any annual audit made by them of
the books of the Borrower or any of its Subsidiaries.

(j) Promptly upon becoming available, copies of all consolidated
financial statements, reports, notices and proxy statements sent or made
available generally by the Borrower or any of its Subsidiaries to the
security holders (other than to the Borrower or another of its
Subsidiaries) of such Person, of all regular and periodic reports and all
registration statements and prospectuses, if any, filed by the Borrower or
any of its Subsidiaries with any securities exchange or with the SEC and of
all press releases and other statements made available generally by the
Borrower or any of its Subsidiaries to the public concerning material
developments in the business of the Borrower and its Subsidiaries.

(k) Promptly upon any Senior Officer obtaining actual knowledge
(i) of any condition or event which constitutes a Default or Event of
Default, or that any Bank has given any written notice or taken any other
action with respect to a claimed Default or Event of Default under this
Agreement, (ii) that any Person has given any written notice to the
Borrower or any of its Subsidiaries or taken any other action with respect
to a claimed default or event or condition of the type referred to in
Section 8.04, or (iii) of a material adverse change in the business,
operations, properties, assets, nature of assets, condition (financial or
otherwise) or prospects of the Borrower and its Subsidiaries taken as a
whole, an Officers' Certificate specifying the nature and period of
existence of any such condition or event, or specifying the notice given or
action taken by such holder or Person and the nature of such claimed
Default, Event of Default, event or condition, or material adverse change,
and what action the applicable Credit Party has taken, is taking and
proposes to take with respect thereto.

(l) (i) Promptly upon any Senior Officer obtaining actual
knowledge of the institution of, or written threat of, any action, suit,
proceeding, governmental

-67-

investigation or arbitration against or affecting the Borrower or any of
its Subsidiaries or any property of the Borrower or any of its
Subsidiaries not previously disclosed to the Banks, which action, suit,
proceeding, governmental investigation or arbitration seeks (or in the
case of multiple actions, suits, proceedings, governmental
investigations or arbitrations arising out of the same general
allegations or circumstances which seek) recovery from the Borrower or
any of its Subsidiaries aggregating $1,000,000 or more (exclusive of
claims covered by insurance policies of the Borrower or any of its
Subsidiaries unless the insurers of such claims have disclaimed coverage
or reserved the right to disclaim coverage on such claims), the Borrower
shall give notice thereof to the Banks and provide such other
information as may be reasonably available to enable the Banks and their
counsel to evaluate such matters; (ii) as soon as practicable and in any
event within 45 days after the end of each fiscal quarter, the Borrower
shall provide a report to the Banks covering the institution of, or
written threat of, any action, suit, proceeding, governmental
investigation or arbitration (not previously reported) against or
affecting the Borrower or any of its Subsidiaries or any property of the
Borrower or any of its Subsidiaries not previously disclosed to the
Banks, which action, suit, proceedings, governmental investigation or
arbitration seeks (or in the case of multiple actions, suits,
proceedings, governmental investigations or arbitrations arising out of
the same general allegations or circumstances which seek) recovery from
the Borrower or any of its Subsidiaries aggregating $1,000,000 or more
(exclusive of claims covered by insurance policies of the Borrower or
any of its Subsidiaries unless the insurers of such claims have
disclaimed coverage or reserved the right to disclaim coverage on such
claims), and shall provide such other information at such time as may be
reasonably available to enable the Banks and their counsel to evaluate
such matters; (iii) in addition to the requirements set forth in clauses
(i) and (ii) of this Section 6.01(i), the Borrower upon request shall
promptly give notice of the status of any action, suit, proceeding,
governmental investigation or arbitration covered by a report delivered
to the Banks pursuant to clause (i) or (ii) above to the Banks and
provide such other information as may be reasonably available to it to
enable the Banks and their counsel to evaluate such matters; (iv)
promptly upon any officer of the Borrower or any Subsidiary obtaining
actual knowledge of any dispute in respect of or the institution of, or
written threat of, any action, suit, proceeding, governmental
investigation or arbitration in respect of any lease of Real Property or
other material contract of the Borrower or any of its Subsidiaries (in
the case of such other material contract, to the extent that the
dispute, action, suit, proceeding, investigation or arbitration could,
if resolved in a manner unfavorable to the Credit Party thereto,
reasonably be anticipated to have a Material Adverse Effect), such
Person shall give notice thereof to the Banks and shall provide to the
Banks such other information as may be reasonably available to enable
the Banks and their counsel to evaluate such matters; and (v) promptly
upon any Senior Officer obtaining knowledge of, or written threat of,
any action, suit, proceeding, governmental investigation or arbitration
in respect of any lease of Real Property or other material contract of
the Borrower or any of its Subsidiaries (in the case of such other
material contract, to the extent that the action, suit, proceeding,
investigation or arbitration could, if resolved in a manner unfavorable
to the

-68-

Credit Party thereto, reasonably be anticipated to have a Material
Adverse Effect), the Borrower shall give notice thereof to the Banks and
shall provide such other information as may be reasonably available to
enable the Banks and their counsel to evaluate such matters.

(m) Within 90 days of the last day of each calendar year of the
Borrower, a summary report outlining all changes to the material insurance
coverage maintained from the date of the previous such report by the
Borrower or any of its Subsidiaries.

(n) To the extent reasonably requested by the Administrative
Agent, as soon as practicable and in any event within ten Business Days of
the later of such request and the making of any such amendment or waiver,
copies of amendments or waivers with respect to Indebtedness of the
Borrower or any of its Restricted Subsidiaries.

(o) On or prior to the Closing Date and within 90 days after the
commencement of each fiscal year (to the extent there has been a change
since the list provided the prior fiscal year), a complete and accurate
list of the Senior Officers and directors of each Credit Party, which list
shall include any officers authorized to execute any certificates, notices,
reports or other documents provided to the Administrative Agent or the
Banks hereunder or under any other Credit Document, and within 30 days of
any change in personnel affecting the accuracy of such list, a notice
specifying such change in personnel.

(p) Within twenty days after the last Business Day of each fiscal
month, a borrowing base certificate in the form of Exhibit 6.01(p) (each, a
"BORROWING BASE CERTIFICATE") detailing the Borrower's Eligible Accounts
Receivable and Eligible Inventory as of the last day of such fiscal month,
certified as complete and correct on behalf of the Borrower by a Senior
Officer or other Authorized Officer. In addition, each Borrowing Base
Certificate shall have attached to it such additional schedules and/or
other information as the Administrative Agent may reasonably request. If
the Borrower fails to deliver any such Borrowing Base Certificate within
thirty days after the end of any such fiscal month, then the Borrower's
Borrowing Base shall be deemed to be $0 until such time as the Borrower
shall deliver such required Borrowing Base Certificate.

(q) Within 25 days after the last Business Day of each month, or
upon the consummation of any Permitted Business Acquisition, a supplement
to each of Schedules 5.10B, 5.13, 5.16 and 5.17 showing any changes in the
information set forth in such Schedule not previously furnished to the
Banks in writing, and within 25 days after the last Business Day of each
calendar year, an amendment to each such Schedule; PROVIDED that the
Borrower shall only be required to provide a supplement (or amendment) with
respect to any such Schedule where there has been a change in the
information set forth in such Schedule not previously furnished to the
Banks in writing.

-69-

(r) With reasonable promptness, such other information and data
with respect to the Borrower or any of its Subsidiaries or any other
similar entity in which the Borrower or any of its Subsidiaries has an
investment, as from time to time may be reasonably requested by any Bank
and may be reasonably available to the Borrower.

6.02. BOOKS, RECORDS AND INSPECTIONS. The Borrower will, and will cause
each of its Restricted Subsidiaries to, keep true books of records and accounts
in which full and correct entries will be made of all its business transactions,
and will reflect in its financial statements adequate accruals and
appropriations to reserves, all in accordance with GAAP. The Borrower will, and
will cause each of its Restricted Subsidiaries to, permit, upon reasonable prior
notice to the chief executive officer or chief financial officer of the
Borrower, officers and designated representatives of the Administrative Agent or
any Bank to visit and inspect any of the properties or assets (including the
conduct, at the Borrower's cost, of an annual field audit of the Borrowing Base)
of the Borrower or any of its Restricted Subsidiaries in whosesoever possession,
and to examine the books of account of the Borrower or any of its Restricted
Subsidiaries and discuss the affairs, finances and accounts of the Borrower or
any of its Restricted Subsidiaries with, and be advised as to the same by, its
and their chief executive officer, chief financial officer and independent
accountants (in the presence of such officers), all at such reasonable times
during normal business hours and intervals and to such reasonable extent as the
Administrative Agent or any Bank may reasonably request. Notwithstanding
anything to the contrary contained in this Section 6.02, any field audit
conducted pursuant to this Section 6.02 may be conducted by a third party
auditor commissioned by the Administrative Agent or the Banks.

6.03. MAINTENANCE OF PROPERTY; INSURANCE.

(a) The Borrower will, and will cause each of its Restricted
Subsidiaries to, maintain or cause to be maintained in good repair, working
order and condition (subject to normal wear and tear) all properties used
in its businesses (including, without limitation, any Real Property,
whether owned or leased) and from time to time will make or cause to be
made all appropriate repairs, renewals and replacements thereof and will
maintain and renew as necessary all licenses, permits and other clearances
necessary to use and occupy such properties of the Borrower and its
Restricted Subsidiaries. The Borrower will, and will cause each of its
Restricted Subsidiaries to, comply with all material provisions of each
lease of Real Property in which any such Person is the lessee.

(b) Subject to the provisions of Section 6.03(c), Borrower and its
Restricted Subsidiaries will maintain or cause to be maintained, with
financially sound and reputable insurers, insurance with respect to its
properties and business against loss or damage of the kinds customarily
insured against by corporations of established reputation engaged in the
same or similar businesses and similarly situated, of such types and in
such amounts as are customarily carried under similar circumstances by such
other corporations to the extent that such types and such amounts of
insurance are available at commercially reasonable rates. The Borrower or
its Restricted Subsidiaries, as applicable, will furnish

-70-

to each Bank, upon reasonable request, information as to the insurance
carried, and will not cancel any such insurance without the consent of
the Required Banks, which consent shall not be unreasonably withheld.

(c) Without limiting Section 6.03(b), the Borrower and its
Restricted Subsidiaries, as applicable, shall maintain, or cause to be
maintained, in full force the insurance coverages specified in the Security
Documents.

6.04. PAYMENT OF TAXES. The Borrower will pay and discharge, and will
cause each of its Subsidiaries to pay and discharge, all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any properties belonging to it, prior to the date on which penalties attach
thereto, and all lawful claims which, if unpaid, might become a Lien or charge
upon any properties of the Borrower or any of its Subsidiaries or cause a
failure or forfeiture of title thereto; PROVIDED, HOWEVER, that neither the
Borrower nor any of its Subsidiaries shall be required to pay any such tax,
assessment, charge, levy or claim that is being contested in good faith and by
proper proceedings promptly instituted and diligently conducted if it has
maintained adequate reserves with respect thereto in accordance with GAAP or if
the same shall have been bonded.

6.05. CORPORATE FRANCHISES. The Borrower will do or cause to be done,
and will cause each of its Subsidiaries to do or cause to be done, all things
necessary to preserve and keep in full force and effect its corporate existence,
rights and authority, EXCEPT that any Wholly Owned Subsidiary of the Borrower
that is a Restricted Subsidiary may merge with and into the Borrower or into
another Wholly Owned Subsidiary of the Borrower that is a Restricted Subsidiary.

6.06. COMPLIANCE WITH STATUTES, ETC. The Borrower will, and will cause
each of its Restricted Subsidiaries to, comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
Governmental Authorities, domestic or foreign, in respect of the conduct of its
business and the ownership of its property (including all applicable laws),
except where such noncompliance would not have a Material Adverse Effect.

6.07. ERISA. The Borrower will furnish to the Administrative Agent, who
will distribute to each of the Banks:

(a) promptly upon any Credit Party's knowing or having reason to
know of the occurrence of any (i) Termination Event, or (ii) "prohibited
transaction," within the meaning of Section 406 of ERISA or Section 4975 of
the Code, in connection with any Pension Plan or any trust created
thereunder, which in the case of all such events described in clause (i) or
(ii) results or could reasonably be expected to result in a liability of
any Credit Party or its ERISA Affiliates in the aggregate in excess of
$250,000, a written notice specifying the nature thereof, what action such
Credit Party or its ERISA Affiliates have taken, are taking or propose to
take with respect thereto, and, when

-71-

known, any action taken or threatened by the Internal Revenue Service,
Department of Labor, PBGC or Multiemployer Plan with respect thereto.

(b) with reasonable promptness, copies of (i) all notices received
by any Credit Party or any of its ERISA Affiliates of PBGC's intent to
terminate any Title IV Plan or to have a trustee appointed to administer
any Title IV Plan, the notice of which event is required pursuant to
Section 6.07(a); (ii) upon the request of the Administrative Agent, each
Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
filed by any Credit Party or any of its ERISA Affiliates with the Internal
Revenue Service with respect to each Pension Plan for which Schedule B is
required; (iii) upon the request of the Administrative Agent, the most
recent actuarial valuation report for each Title IV Plan; and (iv) all
notices received by any Credit Party or any of its ERISA Affiliates from a
Multiemployer Plan concerning the imposition or amount of withdrawal
liability pursuant to Section 4202 of ERISA, the notice of which event is
required pursuant to Section 6.07(a).

6.08. PERFORMANCE OF OBLIGATIONS. The Borrower will, and will cause each
of its Restricted Subsidiaries to, perform in all material respects all of its
obligations under the terms of each mortgage, indenture, security agreement,
other debt instrument and material contract by which it is bound or to which it
is a party, except where such nonperformance could not reasonably be expected to
have a Material Adverse Effect.

6.09. FISCAL YEAR; FISCAL QUARTERS. Each of The Borrower and its
Subsidiaries as of the Closing Date will, for financial reporting purposes have
(a) its fiscal year end on or about June 30, and (b) its fiscal quarters end on
or about September 30, December 31, March 31 and June 30. Neither the Borrower
nor any of its Subsidiaries shall change their respective fiscal years from that
set forth above, with respect to the Borrower and such Subsidiaries, and from
that currently maintained by any Subsidiary subsequently acquired by the
Borrower without the prior written consent of the Required Banks, except that
any such subsequently acquired Subsidiary may change its fiscal year to end on
or about June 30, with fiscal quarters to end on or about September 30, December
31, March 31 and June 30, without such prior written consent.

6.10. USE OF PROCEEDS. All proceeds of the Loans shall be used as
provided in Section 5.05.

6.11. INTEREST RATE PROTECTION.

(a) The Borrower shall, commencing no later than 30 days after the
first to occur of (x) the date on which the outstanding principal balance
of the Acquisition Term Loans equals $25 million or (y) the Acquisition
Term Loan Commitment Termination Date, enter into Interest Rate Agreements
reasonably acceptable to the Administrative Agent for a term ending no
earlier than three years after the Acquisition Term Loan Commitment

-72-

Termination Date, in respect of no less than 50% of the Acquisition Term
Loans outstanding from time to time.

(b) The Borrower shall, commencing no later than 30 days after
the first to occur of (x) the date on which the outstanding principal
balance of the Supplemental Term Loans equals $15 million or (y) the
Supplemental Term Loan Commitment Termination Date, enter into Interest
Rate Agreements reasonably acceptable to the Administrative Agent for a
term ending no earlier than three years after the Supplemental Term Loan
Termination Date, in respect of no less than 50% of the Supplemental Term
Loans outstanding from time to time.

6.12. NO FURTHER NEGATIVE PLEDGES, ETC. Except with respect to
prohibitions against other encumbrances on specific property encumbered to
secure payment of particular Indebtedness permitted hereunder (which
Indebtedness relates solely to the acquisition or improvement of such specific
property), neither the Borrower nor any of its Restricted Subsidiaries shall
enter into any agreement prohibiting or restricting, in any manner (directly or
indirectly and including by way of covenant, representation or warranty or event
of default), the creation or assumption of any Lien upon its properties or
assets, whether now owned or hereafter acquired (other than in connection with
the Security Documents). Neither the Borrower nor any of its Restricted
Subsidiaries shall create, or permit to be created, any restriction in the
charter or bylaws of any Restricted Subsidiary of the Borrower restricting the
payment of dividends to the Borrower or any Wholly Owned Subsidiary of the
Borrower.

6.13. BANK MEETING. The Borrower will participate in a meeting of the
Banks once during each calendar year (the first such meeting to take place prior
to June 30, 1998) to be held at a location and a time selected by the
Administrative Agent and reasonably acceptable to the Borrower, unless the
Required Banks determine in their sole discretion that such meeting is
unnecessary and so inform the Administrative Agent and the Borrower.

6.14. ADDITIONAL COLLATERAL; FURTHER ASSURANCES.

(a) Promptly, and in any event within 30 days after the Borrower
or any of its Restricted Subsidiaries acquires any asset or property,
including any Real Property, which is not covered by the existing Security
Documents, including, without limitation, any Capital Stock of any
Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will
cause any newly acquired Restricted Subsidiary to execute a Subsidiary
Guaranty, and the Borrower will, and will cause each of its Restricted
Subsidiaries to, grant to the Administrative Agent, for the benefit of the
Banks, security interests and mortgages in such asset or property, EXCEPT
that, with respect to any asset or property acquired in a Permitted
Business Acquisition, including any Restricted Subsidiary so acquired, such
actions shall be required to be performed on or before the applicable
Permitted Business Acquisition Closing Date (except as otherwise assented
to by the Administrative Agent). Such security interests and mortgages
shall be granted pursuant to documentation

-73-

substantially the same as the Security Documents (the "ADDITIONAL
SECURITY DOCUMENTS") reasonably satisfactory in form and substance to
the Administrative Agent, including, without limitation, and if deemed
desirable by the Administrative Agent, opinions of local counsel in any
jurisdictions in which such asset or property is located, and shall
constitute valid and enforceable perfected security interests superior
to and prior to the rights of all third Persons and subject to no other
Liens except Permitted Encumbrances at the time of perfection thereof.
The Additional Security Documents or other instruments related thereto
shall be duly recorded or filed in such manner and in such places as are
required by law to establish, perfect, preserve and protect the Liens in
favor of the Administrative Agent for the benefit of the Banks required
to be granted pursuant to the Additional Security Documents and all
taxes, fees and other charges payable in connection therewith shall have
been paid in full.

(b) The Borrower will, and will cause each of its Restricted
Subsidiaries to, at its own expense, make, execute, endorse, acknowledge,
file and/or deliver to the Administrative Agent from time to time such
vouchers, invoices, schedules, confirmatory assignments, conveyances,
financing statements, transfer endorsements, powers of attorney,
certificates, real property surveys, reports and other assurances or
instruments and take such further steps relating to the Collateral covered
by any of the Security Documents or the Additional Security Documents as
the Administrative Agent may reasonably require. Furthermore, the Borrower
shall cause to be delivered to the Administrative Agent such opinions of
counsel, title insurance and other related documents as may be requested by
the Administrative Agent to assure themselves that this Section 6.14 has
been compiled with.

(c) At the request of the Administrative Agent or the Required
Banks, the Borrower shall provide to the Administrative Agent appraisals
satisfying applicable requirements of FIRREA in respect of the Real
Property of the Borrower and its Restricted Subsidiaries, if any,
constituting Collateral, from time to time, in form and substance
reasonably satisfactory to the Administrative Agent.

(d) The Borrower agrees that each action required by this Section
6.14 shall be completed as soon as possible, but if such Collateral has
been newly acquired by the Borrower or its Restricted Subsidiaries or is
Collateral held by any newly acquired Restricted Subsidiary of the
Borrower, in no event later than 30 days after the date of the acquisition
of such Collateral; PROVIDED that with respect to any Collateral acquired
in a Permitted Business Acquisition, each action required by this Section
6.14 with respect to such Collateral (including property of, or Capital
Stock of, any newly acquired Restricted Subsidiary) shall be taken no later
than the closing of such Permitted Business Acquisition, unless otherwise
consented to by the Administrative Agent.

(e) Following the Closing Date, the Borrower will, and will cause
each of its Restricted Subsidiaries to, perform any and all acts and
execute any and all documents

-74-

(including, without limitation, the execution, amendment or modification
of any financing statement and continuation statement) for filing in any
appropriate jurisdiction under the provisions of the UCC, local law or
any statute, rule or regulation of any applicable jurisdiction which are
necessary in order to maintain or confirm in favor of the Administrative
Agent for the ratable benefit of the Banks a valid and perfected Lien on
the Collateral and any Additional Collateral, subject to no Liens except
for Prior Liens and Permitted Encumbrances. The Borrower shall, as
promptly as practicable after the filing of any such financing
statements, deliver to the Administrative Agent acknowledgment copies
of, or copies of lien search reports confirming the filing of, financing
statements duly filed under the UCC of all jurisdictions as may be
necessary or, in the reasonable opinion of the Administrative Agent,
desirable to perfect the Lien created, or purported or intended to be
created, by each Security Document.

(f) The Borrower shall use its best efforts and shall cause each
of its Restricted Subsidiaries to use their best efforts, to obtain an
executed Landlord Certification and Waiver with respect to each lease of
Real Property entered into by Credit Party after the Closing Date; PROVIDED
that, the Borrower shall not be required to take actions or incur costs
which are commercially unreasonable with respect to such leases of Real
Property which, in the reasonable judgement of the Administrative Agent,
are not material to the business of the Borrower and its Restricted
Subsidiaries taken as a whole, in order to obtain such Landlord
Certification and Waivers.

6.15. ENVIRONMENTAL EVENTS.

(a) The Borrower will, and will cause each of its Restricted
Subsidiaries to, comply with any and all Environmental Laws, other than
noncompliance which could not reasonably be expected to result in liability
under Environmental Laws which would have a Material Adverse Effect;
PROVIDED that the Borrower will, and will cause each of its Restricted
Subsidiaries to, comply with any and all Environmental Laws, to the extent
any noncompliance would (x) constitute or create a default under any lease
of Real Property as to which a Credit Party is a tenant which would entitle
the lessor of such Real Property to terminate said lease or (y) materially
diminish the value of any Real Property owned by any Credit Party.

(b) The Borrower will, and will cause each of its Restricted
Subsidiaries to, promptly give notice to the Administrative Agent upon
becoming aware thereof (i) of any violation of any Environmental Law, (ii)
any Environmental Notice or (iii) any release or threatened release of any
Hazardous Material at, on, into, under or from any Real Property or any
facility or equipment thereat in excess of reportable or allowable
standards or levels under any Environmental Law, or in a manner and/or
amount which could reasonably be expected to either (x) result in liability
under any Environmental Law, in each case, in excess of $500,000
individually or in the aggregate with any other liability under any
Environmental Laws (other than any such events disclosed in Schedule 5.21
or

-75-

referred to in the reports listed on said Schedule) or (y) materially
interfere with the continued operation of the Real Property which is the
site or subject of the violation, notice or release.

(c) The Borrower will, and will cause each of its Restricted
Subsidiaries to, promptly provide the Administrative Agent with copies of
any notice, submittal or documentation provided by the Borrower or any of
its Restricted Subsidiaries to any Governmental Authority or third party
under any Environmental Law if the matter which is the subject of the
notice, submittal or other documentation could reasonably be expected to
have a Material Adverse Effect. Such notice, submittal or documentation
shall be provided to the Administrative Agent promptly and, in any event,
within ten Business Days after such material is provided to the
Governmental Authority or third party.

(d) In the event of the presence of Hazardous Materials on any
Real Property which is in violation of, or which could reasonably be
expected to result in liability under, any Environmental Laws, in each
case, to the extent such violation, or liability, could reasonably be
expected to (x) have a Material Adverse Effect, or (y) entitle the lessor
of any Real Property with respect to which a Credit Party is the tenant to
terminate the subject lease, or (z) materially diminish the value of any
Real Property owned by any Credit Party, then, in each case, the Borrower
or any of its Restricted Subsidiaries, upon discovery thereof, shall take
appropriate steps to initiate and expeditiously complete all response,
corrective and other action required under any Environmental Laws to
mitigate and eliminate any such liability.

6.16. The Borrower shall and shall cause each of the Unrestricted
Subsidiaries to maintain compliance with each of the Unrestricted Subsidiary
Conditions.

SECTION 7. NEGATIVE COVENANTS. The Borrower hereby covenants and agrees
that as of the Closing Date and thereafter until (a) this Agreement has ceased
to be in effect, (b) the Commitments have terminated and (c) the Loans (together
with interest, fees and all other Obligations incurred hereunder) then due and
payable have been paid in full (except as otherwise agreed or consented to, or
waived, in writing by the Required Banks):

-76-

7.01. CAPITAL EXPENDITURES. The Borrower will not, and will not permit
any of its Restricted Subsidiaries to, make Consolidated Capital Expenditures
for any purpose, in excess of the amount specified in the table below for each
of the calendar years specified in such table:

YEAR ENDING AMOUNT
----------- ------

December 31, 1997 $10.4 million
December 31, 1998 $13.5 million
December 31, 1999 $11.5 million
December 31, 2000 $11.5 million
December 31, 2001 $11.5 million
December 31, 2002 $11.5 million
December 31, 2003 $11.5 million
December 31, 2004 $11.5 million

; PROVIDED, HOWEVER, that for purposes of this Section 7.01, the aggregate
amount of Capitalized Lease Obligations incurred by the Borrower and its
Restricted Subsidiaries, on a consolidated basis, shall be included in the
calculation of Consolidated Capital Expenditures in the year in which such
Capitalized Lease Obligations were incurred; PROVIDED, FURTHER, that if the
Borrower and its Restricted Subsidiaries make Consolidated Capital Expenditures
in any calendar year in an amount less than the amount set forth above for such
period (such unused portion the "CARRYOVER AMOUNT"), the Borrower and its
Restricted Subsidiaries may make Consolidated Capital Expenditures in the
immediately succeeding calendar year in an amount not to exceed the sum of (i)
the amount set forth above for such calendar year and (ii) the Carryover Amount;
PROVIDED, FURTHER, that (i) the Carryover Amount calculated for any calendar
year may only be used during the immediately succeeding calendar year and will
not be added to the amount of Consolidated Capital Expenditure availability for
such succeeding calendar year for purposes of calculating the Carryover Amount
for such calendar year, and (ii) the Capital Expenditures for a given calendar
year shall be counted, first, against the amount set forth above for such
calendar year and, second, against the Carryover Amount and PROVIDED, FURTHER,
that after the consummation of any Permitted Business Acquisition, the amounts
set forth in the table above for any periods ending after such Permitted
Business Acquisition shall be increased by an amount equal to 30% of the
projected EBITDA of the acquired company included in the pro forma consolidated
plan for the then current calendar year delivered to the Administrative Agent
pursuant to Section 4.03(b)(iii).

7.02. TOTAL INTEREST COVERAGE RATIO. The Borrower will not permit the
ratio of (a) Consolidated EBITDA of the Borrower for any Test Period ended on or
about a date specified in the table below to (b) Consolidated Interest Expense
of the Borrower for any Test Period ended on or about a date specified in the
table below (provided, however in the case of periods ending on March 31, June
30, or September 30 of 1998, the Consolidated Interest Expense of the Borrower
shall be calculated for the relevant Test Period net of any interest paid with
respect to

-77-

any Existing Revolving Loans which were repaid (and not reborrowed under the
Revolving Loans) on the Closing Date), to be less than the ratio set forth
opposite such date in such table:

TEST PERIOD ENDING RATIO
------------------ -----

March 31, 1998 . . . . . . . . . . . . . . . . 2.00 to 1.00
. . . . . . . . . . . . . . . . 2.00 to 1.00
June 30, 1998. . . . . . . . . . . . . . . . . 2.00 to 1.00
September 30, 1998 . . . . . . . . . . . . . . 2.00 to 1.00
December 31, 1998. . . . . . . . . . . . . . . 2.00 to 1.00

March 31, 1999 . . . . . . . . . . . . . . . . 2.15 to 1.00
June 30, 1999. . . . . . . . . . . . . . . . . 2.15 to 1.00
September 30, 1999 . . . . . . . . . . . . . . 2.25 to 1.00
December 31, 1999. . . . . . . . . . . . . . . 2.25 to 1.00

March 31, 2000 . . . . . . . . . . . . . . . . 2.25 to 1.00
June 30, 2000. . . . . . . . . . . . . . . . . 2.25 to 1.00
September 30, 2000 . . . . . . . . . . . . . . 2.50 to 1.00
December 31, 2000. . . . . . . . . . . . . . . 2.50 to 1.00

March 31, 2001 . . . . . . . . . . . . . . . . 2.50 to 1.00
June 30, 2001. . . . . . . . . . . . . . . . . 2.50 to 1.00
September 30, 2001 . . . . . . . . . . . . . . 2.75 to 1.00
December 31, 2001. . . . . . . . . . . . . . . 2.75 to 1.00

March 31, 2002 . . . . . . . . . . . . . . . . 2.75 to 1.00
June 30, 2002. . . . . . . . . . . . . . . . . 2.75 to 1.00
September 30, 2002 . . . . . . . . . . . . . . 3.00 to 1.00
December 31, 2002. . . . . . . . . . . . . . . 3.00 to 1.00

March 31, 2003 . . . . . . . . . . . . . . . . 3.00 to 1.00
June 30, 2003. . . . . . . . . . . . . . . . . 3.00 to 1.00
September 30, 2003 . . . . . . . . . . . . . . 3.25 to 1.00
December 31, 2003. . . . . . . . . . . . . . . 3.25 to 1.00

March 31, 2004 . . . . . . . . . . . . . . . . 3.25 to 1.00
June 30, 2004. . . . . . . . . . . . . . . . . 3.25 to 1.00
September 30, 2004 . . . . . . . . . . . . . . 3.50 to 1.00
December 31, 2004. . . . . . . . . . . . . . . 3.50 to 1.00

-78-

; PROVIDED that, for purposes of this Section 7.02, Consolidated EBITDA for a
given Test Period (x) shall mean Consolidated EBITDA for the twelve month period
ended on the last day of such Test Period and (y) shall also include the EBITDA
(with appropriate adjustments) derived from any business which was acquired by
the Borrower and its Restricted Subsidiaries during such twelve-month period and
which is consolidated with the Borrower and its Restricted Subsidiaries as of
the last day of such Test Period, for the portion of such twelve month period
before the business was so acquired; and PROVIDED further that, for purposes of
clause (b) of this Section 7.02, Consolidated Interest Expense shall include
only cash interest expense paid during the applicable period.

7.03. FIXED CHARGE COVERAGE RATIO. The Borrower will not permit the
ratio of (a) Consolidated EBITDAC for any Test Period ending on or about the
date specified in the table below MINUS taxes paid in cash during such Test
Period to (b) the sum of (i) Consolidated Interest Expense (which for purposes
of this clause (b) shall mean only cash interest expense paid during such
period) of the Borrower for such period (provided, however, in the case of
periods ending on March 31, June 30, or September 30 of 1998, the Consolidated
Interest Expense of the Borrower shall be calculated for the relevant Test
Period net of any interest paid with respect to any Existing Revolving Loans
which were repaid (and not reborrowed under the Revolving Loan) on the Closing
Date), PLUS (ii) the amount of cash payments on account of principal of
Indebtedness PLUS (iii) payments on account of noncompetition or consulting
arrangements made by the Borrower and its Restricted Subsidiaries, on a
consolidated basis, during such period to be less than the ratio specified
opposite such date; PROVIDED that, for purposes of this Section 7.03,
Consolidated EBITDAC for a given Test Period (x) shall mean Consolidated EBITDAC
for the twelve month period ended on the last day of such Test Period and (y)
shall also include the EBITDAC (with appropriate adjustments) derived from any
business which was acquired by the Borrower and its Restricted Subsidiaries
during such twelve-month period and which is consolidated with the Borrower and
its Restricted Subsidiaries as of the last day of such Test Period, for the
portion of such twelve month period before the business was so acquired:

TEST PERIOD ENDING RATIO
------------------ -----

March 31, 1998 . . . . . . . . . . . . . . . . 1.10 to 1.00
June 30, 1998. . . . . . . . . . . . . . . . . 1.10 to 1.00
September 30, 1998 . . . . . . . . . . . . . . 1.10 to 1.00
December 31, 1998. . . . . . . . . . . . . . . 1.10 to 1.00

March 31, 1999 . . . . . . . . . . . . . . . . 1.10 to 1.00
June 30, 1999. . . . . . . . . . . . . . . . . 1.10 to 1.00
September 30, 1999 . . . . . . . . . . . . . . 1.10 to 1.00
December 31, 1999. . . . . . . . . . . . . . . 1.10 to 1.00

-79-

March 31, 2000 . . . . . . . . . . . . . . . . 1.10 to 1.00
June 30, 2000. . . . . . . . . . . . . . . . . 1.10 to 1.00
September 30, 2000 . . . . . . . . . . . . . . 1.10 to 1.00
December 31, 2000. . . . . . . . . . . . . . . 1.10 to 1.00

March 31, 2001 . . . . . . . . . . . . . . . . 1.10 to 1.00
June 30, 2001. . . . . . . . . . . . . . . . . 1.10 to 1.00
September 30, 2001 . . . . . . . . . . . . . . 1.10 to 1.00
December 31, 2001. . . . . . . . . . . . . . . 1.10 to 1.00

March 31, 2002 . . . . . . . . . . . . . . . . 1.10 to 1.00
June 30, 2002. . . . . . . . . . . . . . . . . 1.10 to 1.00
September 30, 2002 . . . . . . . . . . . . . . 1.10 to 1.00
December 31, 2002. . . . . . . . . . . . . . . 1.10 to 1.00

March 31, 2003 . . . . . . . . . . . . . . . . 1.10 to 1.00
June 30, 2003. . . . . . . . . . . . . . . . . 1.10 to 1.00
September 30, 2003 . . . . . . . . . . . . . . 1.10 to 1.00
December 31, 2003. . . . . . . . . . . . . . . 1.10 to 1.00

March 31, 2004 . . . . . . . . . . . . . . . . 1.10 to 1.00
June 30, 2004. . . . . . . . . . . . . . . . . 1.10 to 1.00
September 30, 2004 . . . . . . . . . . . . . . 1.10 to 1.00
December 31, 2004. . . . . . . . . . . . . . . 1.10 to 1.00

7.04. LEVERAGE RATIO. The Borrower will not permit the Leverage
Ratio on or about the date specified in the table below to be greater than the
ratio specified opposite such date in such table:

TEST PERIOD ENDING RATIO
------------------ -----

March 31, 1998 . . . . . . . . . . . . . . . . 5.50 to 1.00
June 30, 1998. . . . . . . . . . . . . . . . . 5.50 to 1.00
September 30, 1998 . . . . . . . . . . . . . . 5.50 to 1.00
December 31, 1998. . . . . . . . . . . . . . . 5.50 to 1.00

March 31, 1999 . . . . . . . . . . . . . . . . 5.50 to 1.00
June 30, 1999. . . . . . . . . . . . . . . . . 5.50 to 1.00
September 30, 1999 . . . . . . . . . . . . . . 5.25 to 1.00
December 31, 1999. . . . . . . . . . . . . . . 5.25 to 1.00

March 31, 2000 . . . . . . . . . . . . . . . . 5.00 to 1.00
June 30, 2000. . . . . . . . . . . . . . . . . 5.00 to 1.00

-80-

September 30, 2000 . . . . . . . . . . . . . . 4.75 to 1.00
December 31, 2000. . . . . . . . . . . . . . . 4.75 to 1.00

March 31, 2001 . . . . . . . . . . . . . . . . 4.50 to 1.00
June 30, 2001. . . . . . . . . . . . . . . . . 4.50 to 1.00
September 30, 2001 . . . . . . . . . . . . . . 4.25 to 1.00
December 31, 2001. . . . . . . . . . . . . . . 4.25 to 1.00

March 31, 2002 . . . . . . . . . . . . . . . . 4.00 to 1.00
June 30, 2002. . . . . . . . . . . . . . . . . 4.00 to 1.00
September 30, 2002 . . . . . . . . . . . . . . 3.75 to 1.00
December 31, 2002. . . . . . . . . . . . . . . 3.75 to 1.00

March 31, 2003 . . . . . . . . . . . . . . . . 3.50 to 1.00
June 30, 2003. . . . . . . . . . . . . . . . . 3.50 to 1.00
September 30, 2003 . . . . . . . . . . . . . . 3.25 to 1.00
December 31, 2003. . . . . . . . . . . . . . . 3.25 to 1.00

March 31, 2004 . . . . . . . . . . . . . . . . 3.00 to 1.00
June 30, 2004. . . . . . . . . . . . . . . . . 3.00 to 1.00
September 30, 2004 . . . . . . . . . . . . . . 2.75 to 1.00
December 31, 2004. . . . . . . . . . . . . . . 2.75 to 1.00

; PROVIDED that, for purposes of this Section 7.04, for a given date set forth
above, (x) Consolidated Indebtedness shall not include any such Indebtedness as
to which the interest on such Indebtedness is not cash-pay (but is, rather,
pay-in-kind or capitalized), EXCEPT that, if cash interest is paid on any
such non cash-pay Indebtedness during the fiscal quarter ended on such date,
Consolidated Indebtedness shall include the non cash-pay Indebtedness on
which such cash interest was paid, and (y) the component of Consolidated
Indebtedness consisting of Revolving Loans shall equal (i) the sum of the
balance of the Revolving Loans as of the last day of each fiscal month during
the twelve fiscal month period ending on such date DIVIDED by (ii) twelve;
and PROVIDED further that, for purposes of this Section 7.04, Consolidated
EBITDA for a given Test Period (x) shall mean Consolidated EBITDA for the
twelve month period ended on the last day of such Test Period and (y) shall
also include the EBITDA (with appropriate adjustments set forth in financials
delivered pursuant to Section 4.03(b)(x)) derived from any business which was
acquired by the Borrower and its Restricted Subsidiaries during such
twelve-month period and which is consolidated with the Borrower and its
Restricted Subsidiaries as of the last day of such Test Period, for the
portion of such twelve month period before the business was so acquired.

7.05. CONSOLIDATED NET WORTH. Consolidated Net Worth determined as of
the dates specified in the table below shall equal or exceed the amount
specified in such table opposite such dates:

-81-

DETERMINATION DATE AMOUNT
------------------ ------

December 31, 1998 $ 45,000,000
December 31, 1999 $ 50,000,000
December 31, 2000 $ 55,000,000
December 31, 2001 $ 70,000,000
December 31, 2002 $ 85,000,000
December 31, 2003 $105,000,000
December 31, 2004 $130,000,000

7.06. LIENS. The Borrower will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Lien upon or with respect to any item constituting
Collateral, whether now owned or hereafter acquired, except for the Lien of the
Security Document relating thereto, Prior Liens applicable thereto and Permitted
Encumbrances. The Borrower will not, and will not permit any of its Restricted
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets of the Borrower or any of its Restricted
Subsidiaries, whether now owned or hereafter acquired, or sell any such property
or assets subject to an understanding or agreement, contingent or otherwise, to
repurchase such property or assets or assign any right to receive income, or
file or permit the filing of any financing statement under the UCC or any other
similar notice of Lien under any similar recording or notice statute, except the
following, which are herein collectively referred to as "PERMITTED
ENCUMBRANCES":

(a) Liens for taxes, assessments or governmental charges or claims
not yet delinquent or Liens for taxes, assessments or governmental charges
or claims being contested in good faith and by appropriate proceedings for
which adequate reserves, as may be required by GAAP, have been established
or as to which bonds have been posted with the applicable authority in the
amounts required by applicable law;

(b) Liens in respect of property or assets of the Borrower or any
of its Restricted Subsidiaries imposed by law (i) which were incurred in
the ordinary course of business, such as carriers', warehousemen's and
mechanics' Liens and other similar Liens arising in the ordinary course of
business, and (A) which do not in the aggregate materially detract from the
value of the property or assets of the Borrower and its Restricted
Subsidiaries, taken as a whole, or materially impair the use thereof in the
operation of the business of the Borrower or any of its Restricted
Subsidiaries or (B) which are being contested in good faith by appropriate
proceedings promptly instituted, which proceedings have the effect of
preventing the forfeiture or sale of the property or asset subject to such
Lien or (ii) which do not relate to material liabilities of the Borrower
and its Restricted Subsidiaries and do not in the aggregate materially
detract from the value of the property and assets of the Borrower and its
Restricted Subsidiaries taken as a whole and do not create a default under
any lease of Real Property;

-82-

(c) Liens in connection with any attachment or judgment (including
judgment or appeal bonds) not in excess of $1,000,000 in the aggregate
(exclusive of any amount adequately covered by insurance as to which the
insurance company has acknowledged coverage) unless the attachment or
judgment it secures shall, within 60 days after the entry thereof, not have
been discharged or execution thereof not stayed pending appeal, or shall
not have been discharged within 30 days after the expiration of any such
stay;

(d) Liens (other than any Lien imposed by ERISA) incurred or
deposits made in the ordinary course of business in connection with
workers' compensation, unemployment insurance and other types of social
security, or to secure the performance of tenders, statutory obligations,
surety and appeal bonds, bids, leases, government contracts, performance
and return-of-money bonds and other similar obligations incurred in the
ordinary course of business (exclusive of obligations in respect of the
payment for borrowed money or the equivalent);

(e) Easements, rights of way, restrictions, minor defects or
irregularities in title not interfering in any material respect with the
business of the Borrower or any of its Restricted Subsidiaries, in each
case incurred in the ordinary course of business and which do not
materially impair for its intended purposes the Real Property to which it
relates;

(f) Zoning and building bylaws and ordinances, municipal bylaws
and regulations, and restrictive covenants, which do not materially
interfere with the use of the subject property by the Borrower or any of
its Restricted Subsidiaries as such property is used as of the Closing Date
(or, with respect to property acquired after the Closing Date, as such
property is used as of the acquisition date of such property);

(g) Liens securing Indebtedness of any Restricted Subsidiary of
the Borrower owing to the Borrower or any Wholly Owned Subsidiary of the
Borrower that is a Restricted Subsidiary;

(h) Liens upon real or tangible personal property acquired or
constructed by the Borrower or its Restricted Subsidiaries after the date
hereof or on such property or equity securities of a Person at the time
such Person becomes a Restricted Subsidiary of the Borrower or any of its
Restricted Subsidiaries; PROVIDED, HOWEVER, that (A) any such Lien is
created solely for the purpose of securing Indebtedness representing, or
incurred to finance, the cost of the item of property subject thereto or
such Liens existed on the date such property or securities were acquired
and were not incurred as a result of or in anticipation of such
acquisition, (B) the principal amount of the Indebtedness secured by such
Lien does not exceed when incurred 100% of the fair value (as determined in
good faith by the board of directors of the Borrower or the Borrower) of
the property at the time it was so acquired or constructed, (C) the
Indebtedness secured by the Lien is not created more than 180 days after
the later of the acquisition, completion of construction,

-83-

repair, improvement, addition or commencement of full operation of the
property subject to the Lien, (D) such Lien does not extend to or cover
any other property other than such item of property, (E) the incurrence
of such Indebtedness secured by such Lien is permitted by Section 7.07 and
(F) such Lien is not in violation of any lease of any Real Property of any
Credit Party; and

(i) Liens on any property existing as of the date hereof securing
Existing Debt and any refinancing, extension, renewal or rearrangement
thereof provided that such Lien does not extend to or cover any other
property other than items of property encumbered as of the date hereof.

7.07. INDEBTEDNESS. The Borrower will not, and will not permit any of
its Restricted Subsidiaries to, contract, create, incur, assume, guarantee,
acquire or become liable for (contingently or otherwise) or suffer to exist any
Indebtedness, except:

(a) Indebtedness incurred pursuant to the Credit Documents;

(b) Indebtedness incurred pursuant to the ▇▇▇▇▇▇ Subordinated
Note;

(c) Indebtedness incurred pursuant to the Seller Note issued
pursuant to the Stock Purchase Agreement dated as of September 3, 1997
among the Borrower, Oda Nursery, Inc. and the former shareholders of Oda
Nursery, Inc.

(d) Indebtedness incurred pursuant to the Senior Subordinated
Notes.

(e) Indebtedness not in excess of $6,000,000 in aggregate
principal amount at any one time outstanding, incurred pursuant to any note
issued to sellers as part of the consideration for a Permitted Business
Acquisition (any such note, a "SELLER NOTE"), provided that any such Seller
Note shall satisfy the following conditions: (i) it shall be unsecured,
(ii) it shall not pay interest prior to maturity, other than interest which
is paid-in-kind (except that up to $600,000 of cash interest may be paid on
Seller Notes annually, subject to there being, at the time of any such
payment of cash interest, no payment Default hereunder, and subject to
restrictions imposed on such payment pursuant to clause (iii) hereof), and
(iii) it shall contain subordination and related provisions which are
acceptable in form and substance to the Administrative Agent, including,
without limitation, that there shall be no payments made with respect to
such Seller Notes (other than the payment of interest, in-kind) while there
is any payment Default or, subject to such conditions as are acceptable to
the Administrative Agent, upon such other Defaults as are acceptable to the
Administrative Agent, and there shall be no right of acceleration on such
Seller Notes on account of such nonpayment.

-84-

(f) Indebtedness arising under noncompetition or consulting
arrangements entered into in connection with Permitted Business
Acquisitions, not to exceed $6,000,000 in the aggregate at any one time
outstanding.

(g) Existing Debt and any refinancing, extension, rearrangement,
renewal or replacement thereof; PROVIDED, HOWEVER, that any such
refinancing, extension, renewal, rearrangement or replacement of Existing
Debt shall be on terms which, both taken as a whole and specifically as
such terms relate to the identity of the obligors, repayments of principal,
covenants, events of default and security in property of the debtor, are in
each event no less favorable to the Borrower than the correlative terms of
the Existing Debt;

(h) Interest Rate Agreements entered into pursuant to Section 6.11
or for other bona fide hedging purposes;

(i) Indebtedness (other than Indebtedness permitted by Section
7.07(l)) not exceeding $4,000,000 in aggregate principal amount outstanding
at any time to finance the cost of the acquisition of personal tangible
property (including Capital Leases, but excluding Indebtedness incurred to
finance Permitted Business Acquisitions), and any refinancing, extension,
renewal, rearrangement or replacement; PROVIDED, HOWEVER, that such
Indebtedness (or the refinancing thereof) shall not exceed when incurred
100% of the fair value of such property when so acquired; and PROVIDED,
FURTHER, that such Indebtedness (or the refinancing thereof) is not secured
by any Lien other than a Lien referred to in Section 7.06(h);

(j) other unsecured Indebtedness not exceeding $2,500,000 in the
aggregate at any time outstanding;

(k) Indebtedness of the Borrower to any of its Wholly Owned
Subsidiaries (which is a Restricted Subsidiary) or of any Restricted
Subsidiary of the Borrower to the Borrower or another Wholly Owned
Restricted Subsidiary of the Borrower (but only so long as such
Indebtedness is held by the Borrower or a Wholly Owned Subsidiary (which is
a Restricted Subsidiary) of the Borrower) to the extent such Indebtedness
is permitted as an Investment by the Person owed such Indebtedness by the
provisions of Section 7.08; and

(l) Indebtedness of any entity, or secured by any personal
tangible property, acquired in a Permitted Business Acquisition, so long as
such Indebtedness is (i) not incurred in contemplation of such Permitted
Business Acquisition, (ii) not in excess of $1,000,000 in the aggregate at
any one time outstanding and (iii) not secured by any Lien other than a
Lien referred to in Section 7.06(h).

7.08. INVESTMENTS. The Borrower will not, and will not permit any of its
Restricted Subsidiaries to, have outstanding or make any Investments except:

-85-

(a) Investments consisting of Cash and Cash Equivalents;

(b) Investments consisting of receivables owing to them and
advances to customers and suppliers, in each case if created, acquired or
made in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms;

(c) Investments received in connection with the bankruptcy or
reorganization of suppliers and customers or in settlement of delinquent
obligations of, and other disputes with, customers and suppliers arising in
the ordinary course of business;

(d) Investments made in Wholly Owned Subsidiaries (that are
Restricted Subsidiaries) of the Borrower or any Person which, as a result
of such Investment, becomes a Wholly Owned Subsidiary (and a Restricted
Subsidiary) of the Borrower (including any such Investment which
constitutes a Permitted Business Acquisition); PROVIDED, HOWEVER, that such
Wholly Owned Subsidiary is engaged in a business related to that of the
Borrower and its Restricted Subsidiaries in compliance with Section 7.17;

(e) Investments consisting of loans or advances made by the
Borrower to its officers, directors and employees in the ordinary course of
business not to exceed $100,000 in the aggregate outstanding at any time
(excluding any such loans or advances made as of the closing date of the
Existing Credit Agreement pursuant to the Put/Call Option Agreement);

(f) Investments made as a result of the receipt of non-cash
proceeds from any Asset Sale made pursuant to and in compliance with
Section 7.11;

(g) Investments in Interest Rate Agreements permitted under
Section 7.07(h);

(h) Investments in addition to those permitted above not exceeding
$1,000,000 in the aggregate at any time outstanding; and

(i) An Investment made with the consent of the Administrative
Agent in an Unrestricted Subsidiary at the time that such Subsidiary is
determined to be an Unrestricted Subsidiary; provided that any such
Investment shall not exceed the greater of (x) $200,000 and (y) 110% of
the Borrower's Investment in such Subsidiary existing immediately prior
to the time that such Subsidiary is determined to be an Unrestricted
Subsidiary.

7.09. PREPAYMENTS OF INDEBTEDNESS. The Borrower will not, and will not
permit any of its Restricted Subsidiaries to, make (or give any notice in
respect of) any voluntary or optional payment or prepayment or redemption or
acquisition for value of Indebtedness (including, without limitation, by way of
depositing with any trustee with respect thereto money or securities

-86-

before such Indebtedness is due for the purpose of paying such Indebtedness
when due) or exchange of any such Indebtedness, other than the Loans.

7.10. DIVIDENDS, ETC. The Borrower will not, and will not permit any of
its Restricted Subsidiaries to, declare or pay any dividends or return any
capital to its stockholders (in their capacity as such) or authorize or make any
other distribution, payment or delivery of property or cash to its stockholders
(in their capacity as such), or redeem, retire, purchase or otherwise acquire,
directly or indirectly, for any consideration, any shares of any class of its
capital stock now or hereafter outstanding (or any warrants for or options or
stock appreciation rights in respect of any of such shares), or make any loans
or advances to Affiliates, or set aside any funds for any of the foregoing
purposes, or permit any of its Restricted Subsidiaries to purchase or otherwise
acquire for consideration any shares of any class of the capital stock of the
Borrower or any of its Restricted Subsidiaries, as the case may be, now or
hereafter outstanding (or any options or warrants or stock appreciation rights
issued by such Person with respect to its capital stock) (all of the foregoing,
"DIVIDENDS"), PROVIDED, HOWEVER, that (a) any direct or indirect Wholly Owned
Subsidiary of the Borrower may pay cash Dividends to its parent corporation if
such parent corporation is the Borrower or is both a Wholly Owned Subsidiary and
a Restricted Subsidiary of the Borrower; (b) the Borrower or any of its
Restricted Subsidiaries may make payments to Affiliates pursuant to and in
compliance with Section 7.19; (c) after December 15, 2002, the Borrower may pay
Dividends to holders of its Series A Preferred Stock required by the Certificate
of Designation of such Series A Preferred Stock as in effect on the Closing Date
and the Borrower may pay non-cash dividends in the form of payment-in-kind
preferred stock to holders of its Series A Preferred Stock at any time; (d) the
Borrower may make payments from the Put/Call Funds to Management Stockholders to
redeem their "Option Shares" (as defined in the Put/Call Option Agreement), in
accordance with the Put/Call Option Agreement, provided that any such redemption
is effected prior to January 31, 1998; and (e) upon the death, disability or
termination of employment of Management Stockholders, the Borrower may
repurchase from such Management Stockholders their Capital Stock of the
Borrower in an amount not exceeding $250,000 per year or $1,500,000 in the
aggregate; provided in each case that no Default or Event of Default which has
not been cured or waived is in existence, or would result from such payment.

7.11. DISPOSITION OF ASSETS. The Borrower will not, and will not permit
any of its Restricted Subsidiaries to, dispose of all or any part of its
interest in any asset except that the Borrower and its Restricted Subsidiaries
may sell or otherwise dispose of assets to any Person other than an Affiliate so
long as such sales or other dispositions are (a) approved by the Required Banks;
(b) for at least the fair market value of such assets and the aggregate amount
of such asset sales is less than $2,500,000 in any 12-month period and, in any
such case, the Borrower or such Restricted Subsidiary complies with the
mandatory prepayment provisions and Commitment reduction provisions herein and,
in the case of Collateral, so long as the conditions to the release of
Collateral described herein and in the applicable Security Documents are met;
(c) of inventory in the ordinary course of business; (d) (i) of equipment that
has become worn out, obsolete or damaged or otherwise unsuitable or no longer
needed for use in connection with

-87-

the business of the Borrower or any of its Restricted Subsidiaries or should
be replaced, as the case may be, in each case as determined in good faith by
the board of directors of the Borrower or its Restricted Subsidiary, as the
case may be; (ii) for at least the fair value of such equipment, as determined
in good faith by the board of directors of the Borrower or its Restricted
Subsidiaries; and (iii) the proceeds of the sales of such equipment are used
within 120 days of such sales (or such longer period as may be consented to by
the Administrative Agent) to (A) purchase equipment used in substantially
similar lines of business or (B) repay Loans pursuant to Section 3.03 and
until so applied are held in the Reserve Account; or (e) of assets as to which
the likely amount of net sales proceeds that would be realized upon a sale of
such assets is such that a sale of such assets is not, in the reasonable
judgment of the Borrower, economically practicable but such other disposition
is otherwise of commercial value to the Borrower; PROVIDED, HOWEVER, that in
no case shall sales or other dispositions pursuant to this clause (e) be of
assets of a fair market value at the time of such sale which is in excess of
an aggregate of $750,000 in any calendar year, and in the case of Collateral,
so long as the conditions to the release of Collateral described herein and in
the applicable Security Documents are met; PROVIDED, HOWEVER, that
notwithstanding the foregoing, the Borrower will not, and will not permit any
of its Restricted Subsidiaries to, sell, with or without recourse, or discount
(other than in connection with trade discounts in the ordinary course of
business consistent with past practice) or otherwise sell for less than the
face value thereof, notes or accounts receivable owed to it by its third-party
customers or suppliers.

The consideration received by the Borrower and its Restricted Subsidiaries
from each sale of assets permitted by this Section 7.11, other than with respect
to such sales involving consideration of not more than $500,000 in the aggregate
in any calendar year, shall be received in whole within 15 days of such sale and
at least 70% of the consideration from each sale shall consist of Cash or Cash
Equivalents. Any non-Cash proceeds received from the sale of assets
constituting Collateral shall be pledged pursuant to and in accordance with the
applicable Security Documents and shall constitute Collateral.

7.12. CONTINGENT OBLIGATIONS. The Borrower will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly, create or become
or be liable with respect to any Contingent Obligation except:

(a) guarantees resulting from endorsement of instruments for
deposit or collection in the ordinary course of business;

(b) Interest Rate Agreements permitted under Section 7.07(h);

(d) obligations with respect to the Indebtedness permitted to be
incurred under Section 7.07;

-88-

(e) other Contingent Obligations not to exceed $750,000
outstanding at any one time; and

(f) Contingent Obligations in respect of the repurchase or
redemption of Capital Stock of the Borrower held by Management
Stockholders, upon the termination of such shareholders' employment, which
meet the specifications of Section 7.10.

7.13. MERGER AND CONSOLIDATIONS. The Borrower will not, and will not
permit any of its Restricted Subsidiaries to, merge or consolidate with or into
any other entity; PROVIDED, HOWEVER, that Holdings may merge with and into the
Borrower on the Closing Date and any Restricted Subsidiary of the Borrower or
any Person acquired in a Permitted Business Acquisition may be merged or
consolidated with or into (a) the Borrower, if the Borrower is the continuing or
surviving corporation or (b) any Restricted Subsidiary of the Borrower, if (i)
the continuing or surviving corporation is both a Wholly Owned Subsidiary and a
Restricted Subsidiary of the Borrower and (ii) the continuing or surviving
corporation is, or immediately thereafter becomes, party to a Subsidiary
Guarantee and a Security Agreement and all related documentation necessary for
the perfection of the liens and security interests created thereunder.

7.14. AMENDMENTS TO ORGANIZATIONAL DOCUMENTS. Without the prior written
consent of the Administrative Agent, the Borrower will not, and will not permit
any of its Restricted Subsidiaries to, amend, modify or change any of the terms
or provisions of its certificate of incorporation (including, without
limitation, by the filing of any certificate of designation), by-laws or
agreement of limited partnership, in each case to the extent such amendment,
modification or change is adverse to the Banks as Banks hereunder, provided,
however, the Borrower may amend and restate its certificate of incorporation on
the Closing Date in the form attached hereto as Exhibit 7.14.

7.15. ERISA. At no time shall the actuarial present value of unfunded
liabilities for post-employment health care benefits of the Borrower, any of its
Restricted Subsidiaries or any ERISA Affiliate of any of them, whether or not
provided under a Plan, calculated in a manner consistent with Statement No. 106
of the Financial Accounting Standards Board, exceed $750,000 in aggregate.

7.16. NO NON-WHOLLY OWNED SUBSIDIARIES. Neither the Borrower nor any of
its Restricted Subsidiaries shall have, create or suffer to exist any Subsidiary
of any of them which is not a Wholly Owned Subsidiary, including, without
limitation, any such Restricted Subsidiary acquired in a Permitted Business
Acquisition.

7.17. CHANGES IN BUSINESS. Other than asset dispositions permitted
under Section 7.11, the Borrower will not, and will not permit any of its
Restricted Subsidiaries to, materially alter its business from that conducted by
it at the Closing Date.

-89-

7.18. AMENDMENTS OR WAIVERS OF CERTAIN DOCUMENTS. After the Closing
Date, the Borrower will not, and will not permit any of its Restricted
Subsidiaries to, amend, terminate or otherwise change any Public Financing
Documents or the terms of any of the leases of Real Property referred to on
Schedule 5.16 without, with respect to any amendment, termination or change
which is adverse to the Banks as Banks hereunder, the prior written consent of
the Administrative Agent. The Borrower will not, and will not permit any of its
Restricted Subsidiaries to, amend or otherwise change the terms of any Existing
Debt (excluding such Indebtedness arising under Capital Leases), except as
otherwise permitted under this Section 7.

7.19. TRANSACTIONS WITH AFFILIATES. The Borrower will not, and will
not permit any of its Restricted Subsidiaries to, enter into any transaction
or series of transactions, whether or not in the ordinary course of business,
with any holder of 5% or more of any class of equity interests of the Borrower
or with any Affiliate of the Borrower other than on terms and conditions
substantially as favorable to the Borrower or such Restricted Subsidiary as
would be obtainable by the Borrower or such Subsidiary at the time in a
comparable arm's-length transaction with a Person other than a holder of 5% or
more of any class of equity interests of the Borrower or an Affiliate of the
Borrower; PROVIDED, HOWEVER, that the foregoing restrictions shall not apply
to (a) transactions between the Borrower and any of its Wholly Owned
Subsidiaries (that are Restricted Subsidiaries) and between Wholly Owned
Subsidiaries of the Borrower (that are Restricted Subsidiaries) permitted by
the other provisions of this Agreement, (b) loans or advances made by the
Borrower to its officers, directors and employees permitted under Section
7.08(e), (c) the payment of fees to Indosuez and its respective Affiliates for
financial services, such fees not to exceed the usual and customary fees for
similar services, (d) the issuance of Capital Stock of the Borrower pursuant
to any pension, stock option, profit sharing or other employee benefit plan or
agreement of the Borrower or its Restricted Subsidiaries in the ordinary
course of business, (e) a payment to KCSN or its Affiliates on or about the
Closing Date for management services pursuant to the termination of the
Management Agreement, not to exceed $2,000,000, (f) the continuation and
renewal of the leases referred to on Schedule 5.16, (g) distributions with
respect to the ▇▇▇▇▇▇ Subordinated Note permitted under Section 7.23 and the
▇▇▇▇▇▇ Subordination Agreement, (h) the redemption of Capital Stock of the
Borrower held by Management Stockholders or the Senior Managers subject to the
conditions described in Section 7.10 and (i) transactions between the Borrower
and holders of the Borrower's Series A Preferred Stock permitted by the other
provisions of this Agreement.

7.20. CAPITAL STRUCTURE. The Borrower shall not permit any of its
Restricted Subsidiaries to issue, sell, assign, pledge or otherwise encumber or
dispose of any of its Capital Stock (including partnership interests or other
securities or warrants, rights or options to acquire capital stock, partnership
interests or other securities), without first providing prior written notice
thereof to the Administrative Agent and making arrangements satisfactory to the
Administrative Agent to ensure that any such Capital Stock will be deposited
with the Administrative Agent, and that the Administrative Agent will have a
valid first priority perfected security interest in such Capital Stock.

-90-

7.21. SALE AND LEASE-BACKS. The Borrower will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly, become or
thereafter remain liable as lessee or as guarantor or other surety with respect
to the lessee's obligations under any lease, whether an Operating Lease or a
Capital Lease, of any property (whether real or personal or mixed) whether now
owned or hereafter acquired, (a) which the Borrower or any of its Restricted
Subsidiaries has sold or transferred or is to sell or transfer to any other
Person or (b) which the Borrower or any such Restricted Subsidiary intends to
use for substantially the same purpose as any other property which has been or
is to be sold or transferred by the Borrower or any such Restricted Subsidiary
to any Person in connection with such lease, if in the case of clause (a) or (b)
above, such sale and such lease are part of the same transaction or a series of
related transactions or such sale and such lease occur within one year of each
other or are with the same other Person.

7.22. CLEAN-DOWN PERIOD. During the Clean-down Period for each fiscal
year of the Borrower, the aggregate unpaid principal amount of outstanding
Revolving Loans and Supplemental Revolving Loans, plus outstanding Letters of
Credit Usage (which are not cash collateralized in a manner satisfactory to the
Administrative Agent) shall not exceed the Clean-down Amount.

7.23. CERTAIN PAYMENTS. The Borrower and its Restricted Subsidiaries
shall make no payments or distributions with respect to (i) the ▇▇▇▇▇▇
Subordinated Notes, except as permitted under the ▇▇▇▇▇▇ Subordination Agreement
or (ii) the Senior Subordinated Notes, except as permitted under the
subordination provisions of such Senior Subordinated Notes. Without limiting
the foregoing, on or after December 31, 1998, the Borrower shall be permitted to
pay interest in cash on the ▇▇▇▇▇▇ Subordinated Notes to the holders thereof
(the "▇▇▇▇▇▇ SUBORDINATED LENDERS") in an amount equal to any scheduled semi-
annual interest payment on the Subordinated Notes if (A) at the time of making
such payment there is not in existence, nor will there occur after giving effect
to such payment, a Default or Event of Default; (B) after giving pro forma
effect to such cash payment as if such payment was made during the relevant Test
Period (i) the ratio of (w) total Consolidated Indebtedness of the Borrower and
its Restricted Subsidiaries (including the outstanding balance under any
noncompete or consulting arrangements) immediately prior to such payment to (x)
Consolidated EBITDA of the Borrower and its Restricted Subsidiaries is not more
than 3.25:1.0 (PROVIDED, that, for purpose of the foregoing clause (i), the
calculations shall be performed in accordance with the provisos to Section 7.04)
and Consolidated Indebtedness shall include the outstanding balance (including
capitalized interest) of the ▇▇▇▇▇▇ Subordinated Notes; and (ii) the ratio of
(y) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries to (z)
Consolidated Interest Expense (which, for the purposes of this Section 7.23,
shall include only cash interest expense) of the Borrower and its Restricted
Subsidiaries is not less than 3.0:1.0; (C) during the period two weeks before
the scheduled interest payment date on the ▇▇▇▇▇▇ Subordinated Notes for which
the Borrower has proposed a cash interest payment there shall be $2.5 million of
availability for additional Borrowings of a Revolving Loan or Supplemental
Revolving Loan pursuant to Section 1.01; and (D) the Borrower shall have
delivered to the Administrative Agent an Officers' Certificate (i) setting forth
the calculation of the financial ratios required by clause (B) above and

-91-

(ii) stating that, based on the annual budgets or forecasts currently in
effect and provided pursuant to Section 4.01(j) or 4.03 hereof and after
giving effect to the amount of any interest payment permitted by this Section
7.23, such persons do not expect that a Default or an Event of Default shall
occur in the then current fiscal quarter or the next succeeding fiscal
quarter, in each case, of the Borrower and its Subsidiaries.

SECTION 8. EVENTS OF DEFAULT. Each of the events specified in Sections
8.01 through 8.09, inclusive, is referred to as an "EVENT OF DEFAULT":

8.01. PAYMENTS. The Borrower shall (a) default in the payment when due
of any principal of the Loans, (b) default in the payment when due of any
interest on the Loans, and such default shall continue for two or more Business
Days or (c) fail to pay any other amounts owing hereunder or under any other
Credit Document, and such failure shall continue for five Business Days after
the Borrower's receipt of written notice thereof.

8.02. REPRESENTATIONS, ETC. Any representation, warranty or statement
made or deemed made by operation of Sections 4.01, 4.02, 4.03 or 5 by any Credit
Party herein or in any other Credit Document or in any written statement or
certificate delivered or required to be delivered pursuant hereto or thereto
shall prove to be untrue in any material respect on the date as of which made or
deemed made by operation of Sections 4.01, 4.02, 4.03 or 5.

8.03. COVENANTS.

(a) Any Credit Party shall default in the due performance or
observance by it of any term, covenant or agreement contained in Sections
6.11, 6.12 or Section 7; or

(b) any Credit Party shall default in the due performance or
observance by it of any other term, covenant or agreement contained in this
Agreement, any other Credit Document or any Security Document (except as
otherwise provided in this Section 8) and such default shall continue
unremedied after (i) the expiry of any specified grace period relative to
such default or, (ii) where no grace period is specified, 30 days (or, in
the case of Section 6.16(d), ten Business Days) after the date of such
default.

8.04. DEFAULT UNDER OTHER AGREEMENTS.

(a) Any Credit Party shall (i) default in any payment with
respect to any Indebtedness (other than Obligations) having a principal
amount of $750,000 or more individually or $1,500,000 or more in the
aggregate, for all such Persons, beyond the period of grace, if any,
provided in the instrument or agreement under which such Indebtedness was
created, or (ii) default in the observance or performance of any agreement
or condition relating to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default or
other event or condition is to cause, or,

-92-

except for any such default or other event or condition as to such
Indebtedness arising under Capital Leases, to permit (with or without
notice, lapse of time or both) the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders) to cause any
such Indebtedness to become due (whether by acceleration, redemption,
etc.) prior to its stated maturity;

(b) any such Indebtedness of any Credit Party shall be declared to
be due and payable, or required to be prepaid or redeemed other than by a
regularly scheduled or required prepayment, prior to the stated maturity
thereof; or

(c) Any Credit Party shall default in the performance or
observance of any obligation under any lease reflected on Schedule 5.16
(excluding those leases which the Borrower has designated on Schedule 5.16
as not material, and the Administrative Agent has agreed with such
designation), and such default results in the termination of such lease.

8.05. BANKRUPTCY, ETC. Any Credit Party shall commence a voluntary case
concerning itself under Title 11 of the United States Code entitled
"Bankruptcy," as now or hereafter in effect, or any successor thereto (the
"BANKRUPTCY CODE"); or an involuntary case is commenced against any Credit Party
and the petition is not controverted within 20 days, or is not dismissed within
60 days, after commencement of the case; or a custodian (as defined in the
Bankruptcy Code) is appointed for, or takes charge of, all or substantially all
of the property of any Credit Party; or any Credit Party commences any other
proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to any Credit Party; or
there is commenced against any Credit Party any such proceeding which remains
undismissed for a period of 60 consecutive days; or any Credit Party is
adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or any Credit Party suffers
any appointment of any custodian or the like for it or any substantial part of
its property to continue undischarged or unstayed for a period of 60 days; or
any Credit Party makes a general assignment for the benefit of creditors; or any
corporate action is taken by any Credit Party for the purpose of effecting any
of the foregoing.

8.06. SECURITY DOCUMENTS; GUARANTEES.

(a) Any Security Document shall cease to be in full force and
effect, or shall cease to give the Administrative Agent the Liens, rights,
powers, and privileges purported to be created thereby, in favor of the
Administrative Agent, superior to and prior to the rights of all third
Persons and subject, in each case, to no Liens other than Permitted
Encumbrances, Prior Liens and Liens expressly permitted by the applicable
Security Document, or any judgment creditor having a Lien against any
material item of Collateral shall commence legal action to foreclose such
Lien or otherwise exercise its remedies against any material item of
Collateral, or the Administrative Agent shall cease to hold,

-93-

for the benefit of the Banks, 100% of the Borrower's Restricted
Subsidiaries Capital Stock.

(b) Any Subsidiary Guarantee, or any provisions thereof shall
cease to be in full force and effect in all material respects, or any
guarantor thereunder or any Person acting by or on behalf of such guarantor
shall deny or disaffirm such guarantor's obligations under such guarantee
or shall default in the due performance or observance of any term, covenant
or agreement on its part to be performed or observed pursuant to such
guarantee.

8.07. SUBORDINATION.

(a) The terms of the ▇▇▇▇▇▇ Subordination Agreement, the subordination
provisions of the Senior Subordinated Notes, or of the subordination
as to any Seller Note shall cease, for any reason, to be in full
force and effect for the benefit of the Banks, or any Credit Party
or the holder of the ▇▇▇▇▇▇ Subordinated Notes or any Seller Note or
the trustee or holders of the Senior Subordinated Notes shall so
assert or shall otherwise assert that the Obligations are not senior
to the ▇▇▇▇▇▇ Subordinated Notes, the Senior Subordinated Notes or
any Seller Note, as the case may be.

(b) An event described in Section 2.2(a) of the ▇▇▇▇▇▇ Subordinated Notes,
as requiring mandatory redemption of the ▇▇▇▇▇▇ Subordinated Notes,
shall occur.

(c) An event described in the indenture governing the Senior Subordinated
Notes which requires redemption of any position of the Senior
Subordinated Notes, shall occur.

8.08. JUDGMENTS. One or more judgments or decrees shall be entered
against any Credit Party involving a liability of $750,000 or more in the case
of any one such judgment or decree and $1,500,000 in the aggregate for all such
judgments or decrees for the Borrower and its Restricted Subsidiaries (in either
case in excess of the amount covered by insurance as to which the insurance
company has acknowledged coverage) and any such judgments or decrees shall not
have been vacated, discharged, stayed or bonded pending appeal for a period of
60 consecutive days from the entry thereof.

8.09. OWNERSHIP.

(a) KCSN, together with any other Person controlled by or under
common control with Kohlberg & Company, LLC, shall,
collectively, cease to have and to exercise the right to
elect or designate directors entitled to cast a majority of
the votes of the Borrower's board of directors; or

(b) Any Person or group of related Persons for purposes of
Section 13(d) of the Securities Exchange Act of 1933 (other
than KCSN, taken together with any other Person controlled
by or under common control with

-94-

Kohlberg & Company, LLC) shall own and/or control (x) a
percentage of the issued and outstanding capital stock of
the Borrower entitled (without regard to the occurrence of
any contingency) to vote for the election of directors
which is equal to or greater than the amount of such
securities held by KCSN, taken together with any other
Person controlled by or under common control with Kohlberg
& Company, LLC, or (y) more of the issued and outstanding
capital stock of the Borrower (taking into consideration
both voting and nonvoting capital stock) than KCSN, taken
together with any other Person controlled by or under
common control with Kohlberg & Company, LLC; or

8.10. CERTAIN ACTIONS FOLLOWING AN EVENT OF DEFAULT. Upon the occurrence
and during the continuance of any Event of Default, the Administrative Agent
may, and, upon the written request of the Required Banks shall, by written
notice to the Borrower (which shall be deemed notice to each other Credit
Party), take any or all of the following actions, without prejudice to the
rights of the Administrative Agent or any Bank to enforce its claims against the
Borrower or any other Credit Party, except as otherwise specifically provided
for in this Agreement (PROVIDED, HOWEVER, that upon an Event of Default
specified in Section 8.05 the actions provided for in clauses (a) and (b) below
shall occur automatically without the giving of any notice):

(a) declare the Total Revolving Loan Commitments and the
Supplemental Revolving Loan Commitments terminated (and, if prior to the
Acquisition Term Loan Commitment Termination Date and for the Supplemental
Term Loan Commitment Termination Date, declare the Acquisition Term Loan
Commitments and/or the Supplemental Term Loan Commitments, as applicable,
terminated), whereupon the Revolving Loan Commitment the Supplemental Loan
Commitment (and, if applicable, the Acquisition Term Loan Commitment) of
each Bank shall forthwith terminate immediately and any accrued and unpaid
Commitment Fee shall forthwith become due and payable without any other
notice of any kind;

(b) declare the principal of and accrued interest in respect of
all Loans and all Obligations owing hereunder and thereunder to be,
whereupon the same shall become, forthwith due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by each Credit Party; and/or

(c) enforce, as Administrative Agent (or direct the Administrative
Agent to enforce), any or all of the remedies created pursuant to the
Security Documents. If an Event of Default is cured or waived in
accordance with the terms of this Agreement, it ceases (and, if waived,
pursuant to the terms, and to the extent, of such waiver).

-95-

SECTION 9. DEFINITIONS. Certain capitalized terms are used in this
Agreement with the specific meanings set forth or referred to below in this
Section 9. Capitalized terms defined in this Agreement in the singular or
plural form include the plural and singular form, respectively.

"ACCOUNT" means all of the "accounts" of the Borrower and its Restricted
Subsidiaries (as that term is defined in Section 9-106 of the Uniform Commercial
Code as in effect in the State of New York) whether or not such Account has been
earned by performance, whether now existing or existing in the future,
including, without limitation, all (a) accounts receivable, including, without
limitation, all accounts created by or arising from the sale of goods or
rendition of services by the Borrower and its Restricted Subsidiaries; (b)
unpaid seller's rights (including rescission, replevin, reclamation and stopping
in transit) relating to the foregoing or arising therefrom; (c) rights to any
goods represented by any of the foregoing, including returned or repossessed
goods; (d) reserves and credit balances held by the Borrower and its Restricted
Subsidiaries with respect to any such accounts receivable or any account debtor;
(e) guarantees or collateral for any of the foregoing; and (f) insurance
policies or rights relating to any of the foregoing.

"ACQUISITION PORTION" means, at any time, the portion of the Loan Facility
evidenced by the Total Acquisition Term Loan Commitment.

"ACQUISITION TERM LOAN" is defined in Section 1.01(b).

"ACQUISITION TERM LOAN CLOSING DATE" is defined in Section 1.01(b).

"ACQUISITION TERM LOAN COMMITMENT" means, with respect to each Bank, the
amount set forth below such Bank's name on Exhibit A hereto directly below the
column entitled "Acquisition Term Loan", as same may be reduced from time to
time pursuant to Sections 2.01, 3.03 and/or 8.

"ACQUISITION TERM LOAN COMMITMENT TERMINATION DATE" means the last Business
Day of December, 1999.

"ACQUISITION TERM LOAN MATURITY DATE" means the last Business Day of
December, 2004.

"ACQUISITION TERM NOTE" is defined in Section 1.05(a)(ii).

"ADDITIONAL SECURITY DOCUMENTS" is defined in Section 6.14(a).

"AFFILIATE" means, with respect to any Person, any other Person directly or
indirectly controlling (including but not limited to all directors and executive
officers of such Person), controlled by, or under direct or indirect common
control with such Person; PROVIDED, HOWEVER, that none of Indosuez, IBJS, BKOB,
nor any Affiliate of Indosuez, or BKOB shall be deemed to be an Affiliate of any
Credit Party. A Person shall be deemed to control a corporation for the

-96-

purposes of this definition if such Person possesses, directly or indirectly,
the power (a) to vote 10% or more of the securities having ordinary voting power
for the election of directors of such corporation or (b) to direct or cause the
direction of the management and policies of such corporation, whether through
the ownership of voting securities, by contract or otherwise.

"ADMINISTRATIVE AGENT" is defined in the preamble to this Agreement and
shall include any successor Administrative Agent appointed in accordance
herewith in its capacity as Administrative Agent for the Banks.

"AGENTS" is defined in the preamble to this Agreement.

"AGENT'S OFFICE" shall mean the office of the Administrative Agent located
at 1211 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such
other office as the Administrative Agent may hereafter designate in writing as
such to the other parties hereto.

"AGREEMENT" shall mean the Original Credit Agreement, as amended and
restated by the Existing Credit Agreement and hereby, including as the same may
after its execution be amended, supplemented or otherwise modified from time to
time in accordance with the terms hereof.

"ASSET RESTORATION AMOUNT" is defined in Section 3.03(f)(i).

"ASSET SALE" means the sale, transfer or other disposition, to the extent
consummated after the Closing Date, by the Borrower or any of its Restricted
Subsidiaries to any Person other than the Borrower or any of its Wholly Owned
Subsidiaries (which are Restricted Subsidiaries) of any asset of the Borrower or
such Subsidiary, except for (a) transactions included in the definition of the
Public Financing or (b) the issuance of equity securities under any stock option
or other benefit plan available to the employees or directors of the Borrower or
any of its Subsidiaries.

"ASSETS" means all of the assets of the Borrower and its Restricted
Subsidiaries from time to time.

"ASSIGNMENT AGREEMENT" is defined in Section 11.04(c).

"AUTHORIZED OFFICER" shall mean any senior officer of the Borrower or the
Borrower, as applicable, designated as such in writing to the Administrative
Agent by the Borrower.

"BANK" is defined in the preamble to this Agreement and in Section 11.04.

"BANKRUPTCY CODE" is defined in Section 8.05.

"BASE RATE" means the higher of (a) 1/2% per annum in excess of the Federal
Funds Rate and (b) the rate which the Administrative Agent announces from time
to time as its prime

-97-

commercial lending rate, as in effect from time to time; PROVIDED,
HOWEVER, that (i) the rate the Administrative Agent announces as its
prime commercial lending rate is a reference rate and does not
necessarily represent the lowest or best rate actually charged to any
customer and (ii) the Administrative Agent may make commercial loans or
other loans at rates of interest at, above or below the rate it
announces as its prime lending rate.

"BASE RATE LOAN" means each Loan bearing interest at the rate provided in
Section 1.08(a).

"BASE RATE MARGIN" means, with respect to any Revolving Loan, any
Acquisition Term Loan, any Supplemental Term Loan or and Supplemental Revolving
Loan, with respect to interest payable in any quarter, the rate set forth in the
table below opposite the Leverage Ratio of the Borrower as determined on the
last day of such quarter; provided, however the Base Rate Margin applicable in
any quarter shall equal 1.25% unless the Borrower has delivered at least 10
Business Days prior to the end of such quarter a certificate of the Borrower's
president or chief financial officer to the Administrative Agent irrevocably
certifying the Leverage Ratio for such quarter:

LEVERAGE RATIO BASE RATE MARGIN
-------------- ----------------
> 5.00x 1.25%
4.51x - 5.00x 1.00%
4.01x - 4.50x 0.75%
3.51x - 4.00x 0.50%
3.01x - 3.50x 0.25%
2.51x - 3.00x 0.00%
2.01x - 2.50x 0.00%
< 2.01x 0.00%

"BKOB" is defined in the preamble to this Agreement.

"BORROWER" is defined in the preamble to this Agreement.

"BORROWING" means the incurrence pursuant to a Notice of Borrowing and
under the Loan Facility of one Type of Loan by the Borrower from all of the
Banks on a pro rata basis on a given date (or resulting from conversions on a
given date), having, in the case of Reserve Adjusted Eurodollar Loans, the same
Interest Period.

"BORROWING BASE" means, at any date of determination, an amount equal to
the sum of (x) 85% of Eligible Accounts Receivable PLUS (y) 55% of Eligible
Inventory, in each case as shown on the most recent Borrowing Base
Certificate delivered prior to such date of determination; PROVIDED that
during any Clean-down Period, the Borrowing Base shall be the lesser of (x)
the amount derived from the foregoing calculation and (y) the Clean-down
Amount.

-98-

"BORROWING BASE CERTIFICATE" is defined in Section 6.01(m).

"BREAKAGE COSTS" is defined in Section 1.10(f).

"BUSINESS DAY" means (a) for all purposes other than as covered by clause
(b) below, any day excluding Saturday, Sunday and any day which shall be in the
City of New York or the State of California a legal holiday or a day on which
banking institutions are authorized by law or other governmental actions to
close and (b) with respect to all notices and determinations in connection with,
and payments of principal and interest on, Reserve Adjusted Eurodollar Loans,
any day which is a Business Day described in clause (a) and which is also a day
for trading by and between banks in U.S. dollar deposits in the interbank
Eurodollar market.

"CAPITAL LEASE" of any Person means any lease of any property (whether
real, personal or mixed) by that Person as lessee which, in conformity with
GAAP, is, or is required to be, accounted for as a capital lease on the balance
sheet of that Person, together with any renewals of such leases (or entry into
new leases) on substantially similar terms.

"CAPITAL STOCK" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants or options to purchase, or securities convertible into,
any of the foregoing.

"CAPITALIZED LEASE OBLIGATIONS" of any Person means all obligations under
Capital Leases of such Person or any of its Subsidiaries in each case taken at
the amount thereof accounted for as liabilities in accordance with GAAP.

"CARRYOVER AMOUNT" is defined in Section 7.01.

"CASH" means Dollars in money, currency or a credit balance in a Deposit
Account.

"CASH EQUIVALENTS" means (a) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (PROVIDED that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than three years from the date of acquisition; (b) marketable direct obligations
issued by any State of the United States of America or any local government or
other political subdivision thereof rated (at the time of acquisition of such
security) at least AA by S&P or the equivalent thereof by Moody's having
maturities of not more than one year from the date of acquisition; (c) U.S.
dollar denominated time deposits, certificates of deposit and bankers'
acceptances of (i) any Bank, (ii) any domestic commercial bank of recognized
standing having capital and surplus in excess of $10,000,000,000 or (iii) any
bank whose short-term commercial paper rating (at the time of acquisition of
such security) by S&P is at least A-1 or the equivalent thereof or by ▇▇▇▇▇'▇
is at least P-1 or the equivalent thereof (any such bank, an "APPROVED

-99-

BANK"), in each case with maturities of not more than six months from the
date of acquisition; (d) commercial paper and variable or fixed rate notes
issued by any Bank or Approved Bank or by the parent company of any Bank or
Approved Bank and commercial paper and variable rate notes issued by, or
guaranteed by, any industrial or financial company with a short-term
commercial paper rating (at the time of acquisition of such security) of at
least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent
thereof by Moody's, or guaranteed by any industrial company with a long-term
unsecured debt rating (at the time of acquisition of such security) of at
least AA or the equivalent thereof by S&P or the equivalent thereof by
Moody's and in each case maturing within one year after the date of
acquisition; (e) repurchase agreements with any Bank or any primary dealer
maturing within one year from the date of acquisition that are fully
collateralized by investment instruments that would otherwise be Cash
Equivalents; PROVIDED that the terms of such repurchase agreements comply
with the guidelines set forth in the Federal Financial Institutions
Examination Council Supervisory Policy -- Repurchase Agreements of Depository
Institutions With Securities Dealers and Others, as adopted by the
Comptroller of the Currency on October 31, 1985; and (f) investments in money
market mutual funds, all of the assets of which are invested in securities
and instruments of the types set forth in clauses (a) through (d) above.

"CERCLA" is defined in Section 5.21(b).

"CLEAN-DOWN AMOUNT" means $15,000,000.

"CLEAN-DOWN PERIOD" means, for each fiscal year of the Borrower, the 30
consecutive calendar day period designated by the Borrower for such fiscal year,
falling within the 90 day period commencing on July 1 of that year and ending on
September 30 of that year.

"CLOSING DATE" means the date on which the Initial Loans are made and the
Public Financing is consummated.

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

"COLLATERAL" means all assets of the Borrower and/or its Restricted
Subsidiaries from time to time (excluding the Put/Call Funds) and any other
assets which are required to be subjected to Liens and security interests in
favor of the Administrative Agent, for the benefit of the Banks, as collateral
security for the payment or performance of any of the Obligations, including the
assets described as collateral security in the Security Documents and any
Subsidiary Guarantee.

"COMMERCIAL LETTER OF CREDIT" means any letter of credit or similar
instrument issued for the account of the Borrower for the benefit of the
Borrower or any of its Restricted Subsidiaries, for the purpose of providing the
primary payment mechanism in connection with the purchase of any materials,
goods or services by the Borrower or any of its Restricted Subsidiaries in the
ordinary course of business of the Borrower or such Restricted Subsidiaries.

-100-

"COMMITMENTS" means, with respect to each Bank, the Revolving Loan
Commitment, the Acquisition Term Loan Commitment and the Supplemental Loan
Commitment of such Bank.

"COMMITMENT FEE" is defined in Section 2.03.

"COMPLIANCE CERTIFICATE" means a certificate issued pursuant to Section
6.01(e) signed by a chief financial officer, controller, chief accounting
officer or other Authorized Officer of the Borrower.

"CONSOLIDATED AMORTIZATION EXPENSE" for any Person means, for any period,
the consolidated amortization expense of such Person for such period (including
amortization of any step-up in value of inventory or other assets as may be
required by purchase accounting), determined on a consolidated basis for such
Person and its Restricted Subsidiaries in conformity with GAAP.

"CONSOLIDATED CAPITAL EXPENDITURES" of any Person means, for any period,
the aggregate gross increase during that period, in the property, plant or
equipment reflected in the consolidated balance sheet of such Person and its
consolidated Restricted Subsidiaries, in conformity with GAAP, but excluding
expenditures made in connection with the replacement, substitution or
restoration of assets (a) to the extent financed from insurance proceeds paid on
account of the loss of or damage to the assets being replaced or restored or
from indemnity payments, received under the Recapitalization Documents or from
any Replacement Asset Amount or Asset Restoration Amount, (b) with awards of
compensation arising from the taking by eminent domain or condemnation of the
assets being replaced or (c) with regard to equipment that is purchased
substantially simultaneously with the trade-in of existing equipment, fixed
assets or improvements, the credit granted by the seller of such equipment for
the trade-in of such equipment, fixed assets or improvements; PROVIDED, HOWEVER,
that Consolidated Capital Expenditures shall exclude the purchase price paid in
connection with the acquisition of any other Person in a Permitted Business
Acquisition financed, in whole or in part, with the proceeds of an Acquisition
Term Loan (including through the purchase of all of the capital stock or other
ownership interests of such Person or through merger or consolidation) to the
extent allocable to property, plant and equipment.

"CONSOLIDATED CURRENT ASSETS" means, with respect to any Person as at any
date of determination, the total assets of such Person and its consolidated
Restricted Subsidiaries which may properly be classified as current assets on a
consolidated balance sheet of such Person and its Restricted Subsidiaries in
accordance with GAAP.

"CONSOLIDATED CURRENT LIABILITIES" means, with respect to any Person as at
any date of determination, the total liabilities of such Person and its
consolidated Restricted Subsidiaries which may properly be classified as current
liabilities (other than the current portion of any

-101-

Loans or any Existing Debt) on a consolidated balance sheet of such Person
and its consolidated Restricted Subsidiaries in accordance with GAAP.

"CONSOLIDATED DEPRECIATION EXPENSE" for any Person means, for any period,
the consolidated depreciation expense of such Person for such period, determined
on a consolidated basis for such Person and its consolidated Restricted
Subsidiaries in conformity with GAAP.

"CONSOLIDATED EBITDA" for any Person means, without duplication, for any
period, the sum of the amounts for such period of

(i) Consolidated Net Income,

(ii) Consolidated Tax Expense,

(iii) Consolidated Interest Expense,

(iv) Consolidated Depreciation Expense,

(v) Consolidated Amortization Expense,

(vi) other non-cash expenses incurred during such period,

(vii) any expenses or charges related to the termination of the
Management Agreement, and

(viii) any write-off of deferred financing costs in connection with
this Second Amended and Restated Credit Agreement.

"CONSOLIDATED EBITDAC" for any Person means, for any period, Consolidated
EBITDA minus Consolidated Capital Expenditures (other than Expansion Capital
Expenditures).

"CONSOLIDATED INDEBTEDNESS" for any Person means, at any time for the
determination thereof, the principal amount of all Indebtedness of such Person
and its consolidated Restricted Subsidiaries, determined on a consolidated basis
in accordance with GAAP.

"CONSOLIDATED INTEREST EXPENSE" for any Person means, for any period, the
sum of (a) total interest expense (including that attributable to Capital Leases
in accordance with GAAP) and (b) total dividends paid on any preferred stock, in
each case of such Person and its Restricted Subsidiaries on a consolidated basis
with respect to all outstanding Indebtedness and preferred stock of such Person
and its Restricted Subsidiaries, including, without limitation, all commissions,
discounts and other fees and charges of a similar nature owed with respect to
letters of credit and bankers' acceptance financing, but excluding, however, any
amortization of

-102-

deferred financing costs, all as determined on a consolidated basis for such
Person and its consolidated Restricted Subsidiaries in accordance with GAAP.
For purposes of clause (b) above, dividend requirements shall be increased to
an amount representing the pretax earnings that would be required to cover
such dividend requirements; accordingly, the increased amount shall be equal
to such dividend requirements multiplied by a fraction, the numerator of
which is such dividend requirement and the denominator of which is one MINUS
the applicable actual combined federal, state, local and foreign income tax
rate of such Person and its subsidiaries (expressed as a decimal), on a
consolidated basis, for the calendar year immediately preceding the date of
the transaction giving rise to the need to calculate Consolidated Interest
Expense.

"CONSOLIDATED NET INCOME" for any Person means, for any period, the net
income (or loss) of such Person and its Restricted Subsidiaries on a
consolidated basis for such period taken as a single accounting period
determined on a consolidated basis for such Person and its consolidated
Restricted Subsidiaries in conformity with GAAP; PROVIDED, HOWEVER, that there
shall be excluded (a) the income (or loss) of any other Person (other than
consolidated Restricted Subsidiaries of such Person) in which any third Person
(other than such Person or any of its consolidated Restricted Subsidiaries) has
a joint interest, except to the extent of the amount of dividends or other
distributions actually received by such Person or any of its consolidated
Restricted Subsidiaries from such other Person during such period, and (b) the
income of any consolidated Restricted Subsidiary of such Person to the extent
that the declaration or payment of dividends or similar distributions by that
consolidated Restricted Subsidiary of that income is not at the time permitted
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
consolidated Restricted Subsidiary.

"CONSOLIDATED NET WORTH" means, at any date of determination, the total of
stockholders' equity of the Borrower and its Restricted Subsidiaries determined
in accordance with GAAP on a consolidated basis.

"CONSOLIDATED TAX EXPENSE" for any Person means, for any period, the
consolidated tax expense of such Person for such period, determined on a
consolidated basis for such Person and its consolidated Restricted Subsidiaries
in conformity with GAAP.

"CONTINGENT OBLIGATIONS" means, as to any Person, without duplication, any
obligation of such Person guaranteeing or intended to guarantee any
Indebtedness, leases, dividends or other obligations ("PRIMARY OBLIGATIONS") of
any other Person (the "PRIMARY OBLIGOR") in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (a) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (b) to advance or
supply funds (i) for the purchase or payment of any such primary obligation or
(ii) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (c) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary

-103-

obligation or (d) otherwise to assure or hold harmless the owner of such
primary obligation against loss in respect thereof; PROVIDED, HOWEVER, that
the term Contingent Obligation shall not include endorsements of instruments
for deposit or collection in the ordinary course of business. The amount of
any Contingent Obligation shall be deemed to be an amount equal to the
maximum amount that such Person may be obligated to expend pursuant to the
terms of such Contingent Obligation or, if such Contingent Obligation is not
so limited, the stated or determinable amount of the primary obligation in
respect of which such Contingent Obligation is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by
such Person in good faith.

"CREDIT DOCUMENTS" means (a) the Original Credit Agreement, as amended and
restated by the Existing Credit Agreement and by this Agreement, (b) each Note,
(c) each Security Document, (d) any Subsidiary Guarantee and (e) any other
agreement, document or instrument between the Administrative Agent and the
Borrower or any other Credit Party or between or among the Agent, the Banks and
the Borrower or any other Credit Party, which amends, supplements or modifies
this Agreement, the Notes, any Security Document or any Subsidiary Guarantee or
which is stated to be a Credit Document.

"CREDIT PARTY" means each of the Borrower and each Restricted Subsidiary of
the Borrower.

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

"DEPOSIT ACCOUNT" means a demand, time, savings, passbook or like account
with a bank, savings and loan association, credit union or like organization,
other than an account evidenced by a negotiable certificate of deposit.

"DIVIDENDS" is defined in Section 7.10.

"DOLLARS" means United States dollars.

"EFFECTIVE DATE" means December 31, 1996, such being the date of the
Original Credit Agreement and the making of the initial Loans thereunder.

"ELIGIBLE ACCOUNTS RECEIVABLE" means, as at any applicable date of
determination, the aggregate face amount of Borrower's and its Restricted
Subsidiaries' Accounts included in clause (a) of the definition of Account
hereunder, without duplication, MINUS (i) (without duplication) the aggregate
amount of all reserves, limits and deductions with respect to such Accounts
required by paragraphs (a) through (q) below and (ii) the aggregate amount of
all returns, discounts, claims, credits, charges (including warehouseman's
charges) and allowances of any nature with respect to such Accounts (whether
issued, owing, granted or outstanding). Unless

-104-

otherwise approved in writing by the Administrative Agent in its sole
discretion, no individual Account shall be deemed to be an Eligible Account
Receivable if:

(a) the Borrower or its Restricted Subsidiary does not have legal
and valid title to the Account or the account has been written off as
uncollectible; or

(b) the Account is not the valid, binding and legally enforceable
obligation of the account debtor subject, as to enforceability, only to
(i) applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws at the time in effect affecting the enforceability of
creditors' rights generally and (ii) judicial discretion in connection with
the remedy of specific performance and other equitable remedies; or

(c) the Account arises out of a sale made by the Borrower or a
Restricted Subsidiary to an Affiliate of the Borrower (other than a Person
that is an Affiliate solely by virtue of being under common control with
the Borrower); or

(d) the Account or any portion thereof is unpaid more than 90 days
after the original invoice date; or

(e) other than Accounts of Home Depot, the Account, when
aggregated with all other Accounts of the same account debtor (or any
Affiliate thereof), exceeds 30% in face value of all Accounts of the
Borrower then outstanding, to the extent of such excess; or

(f) (i) the Account is subject to any claim on the part of the
account debtor disputing liability under such Account in whole or in part,
to the extent of the amount of such dispute or (ii) the Account otherwise
is or is reasonably likely to become subject to any right of setoff or any
counterclaim, claim or defense by the account debtor, to the extent of the
amount of such setoff or counterclaim, claim or defense or (iii) the
account debtor for such Account is also a creditor of the Borrower, to the
extent of the amount owed by the Borrower to the account debtor; or

(g) the account debtor has commenced a voluntary case under the
federal bankruptcy laws, as now constituted or hereafter amended, or made
an assignment for the benefit of creditors or if a decree or order for
relief has been entered by a court having jurisdiction in the premises in
respect of the account debtor in an involuntary case under the federal
bankruptcy laws, as now constituted or hereafter amended, or if any other
petition or other application for relief under the federal bankruptcy laws
has been filed by or against the account debtor, or if the account debtor
has failed, suspended business, ceased to be solvent, or consented

-105-

to or suffered a receiver, trustee, liquidator or custodian to be appointed
for it or for all or a significant portion of its assets or affairs; or

(h) the Administrative Agent does not have a valid and perfected
first priority security interest in such Account; or

(i) the sale to the account debtor for such Account is on a
consignment, ▇▇▇▇-and-hold, sale on approval, guaranteed sale or sale-and-
return basis or pursuant to any written agreement providing for repurchase
or return other than return arrangements in the ordinary course of business
consistent with the past business practices of Borrower; or

(j) it is from an account debtor (or any Affiliate thereof) and
25% or more, in face amount, of other Accounts from either such account
debtor or any Affiliate thereof are due or unpaid for more than 90 days
after the original invoice date; or

(k) 25% or more, in face amount, of other Accounts from the same
account debtor are not deemed Eligible Accounts Receivable hereunder; or

(l) the amount debtor is a foreign Governmental Authority;

(m) the Account is an Account a security interest in which would
be subject to the Federal Assignment of Claims Act of 1940, as amended (31
U.S.C. Section 3727 et seq.), unless (i) such Account, together with all
other Eligible Accounts a security interest in which would be subject to
such Act, does not exceed 2% in face value of all Eligible Accounts of the
Borrower and its Restricted Subsidiaries then outstanding, or (ii) Borrower
has assigned the Account to the Administrative Agent in compliance with the
provisions of such Act; or

(n) the sale is to an account debtor outside the United States or
Canada or incorporated in or primarily doing business in any jurisdiction
located outside the United States or Canada, unless (i) the obligations
with respect to such Account are secured by the issuance of a letter of
credit by a bank reasonably acceptable to the Administrative Agent,
guarantee or acceptance terms, (PROVIDED, HOWEVER, that obligations so
secured shall not exceed 5% in face value of all Eligible Accounts of
Borrower and its Restricted Subsidiaries then outstanding) or (ii) such
Account is otherwise approved by and acceptable to the Administrative
Agent; or

(o) the Administrative Agent determines in good faith, and in
accordance with its internal credit policies and reasonable commercial
banking practices that (i) collection of the Account is insecure or (ii)
the Account may not be paid by reason of the account debtor's financial
inability to pay; PROVIDED, HOWEVER, that any Account referred to in this
clause (o) shall not become ineligible until the

-106-

Administrative Agent shall have given the Borrower five Business Days'
advance notice of such determination; or

(p) the goods giving rise to such Account have not been shipped
and delivered to and accepted by the account debtor or the services giving
rise to such Account have not been performed by the Borrower and accepted
by the account debtor or the Account otherwise does not represent a final
sale; or

(q) the Account does not comply in all material respects with all
applicable legal requirements, including, where applicable, the Federal
Consumer Credit Protection Act, the Federal Truth in Lending Act and
Regulation Z of the Board of Governors of the Federal Reserve System, in
each case as amended.

In addition to the foregoing, Eligible Accounts Receivable shall include
such Accounts as the Borrower shall request and that the Administrative Agent
approves in advance, in writing and in its sole discretion (or if the aggregate
face amount to be approved exceeds $1,300,000 at any one time, the approval of
the Required Banks has been obtained in writing).

"ELIGIBLE ASSIGNEE" means (a) a commercial bank organized under the laws of
the United States, or any State thereof, and having total assets in excess of
$1,000,000,000; (b) a savings and loan association or savings bank organized
under the laws of the United States, or any State thereof, and having total
assets in excess of $1,000,000,000; (c) a finance company, insurance company,
investment company or other financial institution organized under the laws of
the United States, or any State thereof, that is engaged in purchasing or
otherwise investing in commercial loans in the ordinary course of business,
having total assets in excess of $100,000,000; or (d) an entity managed by a
Bank or Affiliate of a Bank; PROVIDED, HOWEVER, that the original Commitment
held by such entity is at least $5,000,000.

"ELIGIBLE INVENTORY" means the total of:

(a) the gross amount of Inventory of the Borrower and its Restricted
Subsidiaries, valued at the lower of cost (on a FIFO basis) or market,
which (i) is owned solely by the Borrower or any of its Restricted
Subsidiaries and with respect to which the Borrower or such Restricted
Subsidiary has good, valid and marketable title; (ii) is stored on property
that is owned or leased by (A) the Borrower or any of its Restricted
Subsidiaries or (B) a warehouseman that has contracted with the Borrower or
any of its Restricted Subsidiaries to store Inventory on such
warehouseman's property (PROVIDED, HOWEVER, that, with respect to Inventory
stored on property owned or leased by a warehouseman, the Borrower or such
Restricted Subsidiary shall have delivered to the Administrative Agent
acknowledgment agreements executed by such warehouseman); (iii) is subject
to a valid, enforceable and first priority Lien in favor of the
Administrative Agent (subject, with respect to Eligible Inventory stored at
sites described in clause

-107-

(ii)(B) above, to Liens for normal and customary warehouseman charges);
(iv) is located in the United States; and (v) is not, in the reasonable
judgment of the Administrative Agent, obsolete or slow moving in relation
to customary industry practice, and which otherwise conforms to the
requirements for eligibility contained in clauses (i) through (iv) above;
MINUS (without duplication);

(b) the amount of any goods returned or rejected by the customers of
the Borrower or any of its Restricted Subsidiaries and goods in transit to
third parties (other than to agents or warehousemen of the Borrower or any
of its Restricted Subsidiaries that comply with clause (a)(ii)(B) above);
MINUS (without duplication); and

In addition to the foregoing, Eligible Inventory shall include such items of the
Inventory of the Borrower and its Restricted Subsidiaries as the Borrower shall
request and the Administrative Agent (or if the aggregate amount to be approved
exceeds $1,300,000 at any one time, the Required Banks) shall approve in
advance, in writing and in its (their) sole discretion.

"ENVIRONMENT" means any surface water, ground water, drinking water supply,
land surface or subsurface strata or ambient air and includes, without
limitation, any indoor location.

"ENVIRONMENTAL AUTHORIZATIONS" is defined in Section 5.21.

"ENVIRONMENTAL LAWS" means the common law and all federal, state, local and
foreign laws or regulations, codes, orders, decrees, judgments or injunctions
issued, promulgated, approved or entered thereunder, now or hereafter in effect,
relating to pollution or protection of public or employee health or safety or
the Environment, including, without limitation, laws relating to (a) emissions,
discharges, releases or threatened releases of Hazardous Materials into the
Environment (including, without limitation, ambient air, surface water, ground
water, land surface or subsurface strata), (b) the manufacture, processing,
distribution, use, generation, treatment, storage, disposal, transport or
handling of Hazardous Materials, and (c) underground and aboveground storage
tanks, and related piping, and emissions, discharges, releases or threatened
releases therefrom.

"ENVIRONMENTAL NOTICE" means any written notice or claim by any
Governmental Authority or other third party alleging liability (including,
without limitation, potential liability for investigatory costs, cleanup costs,
governmental costs, compliance costs or harm, injuries or damages to any person,
property or natural resources, or any fines or penalties) arising out of, based
upon, resulting from or relating to any Environmental Law.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time. Section references to ERISA are to ERISA as in
effect at the date of this

-108-

Agreement and any subsequent provisions of ERISA, amendatory thereof,
supplemental thereto or substituted therefor.

"ERISA AFFILIATE" of a Person means any entity, whether or not
incorporated, which is under common control or would be considered a single
employer with such Person within the meaning of Section 414(b) or (c) of the
Code and regulations promulgated under those Sections or within the meaning of
Section 4001(b) of ERISA and regulations promulgated under that Section.

"EURODOLLAR RATE" means with respect to each Interest Period for a Reserve
Adjusted Eurodollar Loan, (a) the arithmetic average (rounded to the nearest
1/100 of 1%) of the offered quotation to first-class banks in the interbank
Eurodollar market by each of the Reference Banks for dollar deposits of amounts
in same day funds comparable to the outstanding principal amount of the Reserve
Adjusted Eurodollar Loan for which an interest rate is then being determined
with maturities comparable to the Interest Period to be applicable to such
Eurodollar Loan, determined as of 10:00 A.M. (New York time) on the date which
is two Business Days prior to the commencement of such Interest Period divided
(and rounded upward to the next whole multiple of 1/16 of 1%) DIVIDED BY (b) a
percentage equal to 100% minus the then stated maximum rate of all reserve
requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) applicable to any member bank of the
Federal Reserve System in respect of Eurocurrency liabilities as defined in
Regulation D (or any successor category of liabilities under Regulation D);
PROVIDED, HOWEVER, that if any Reference Bank fails to provide the
Administrative Agent with its aforesaid rate, then the Eurodollar Rate shall be
determined based on the rate or rates provided to the Administrative Agent by
the remaining Reference Banks.

"EURODOLLAR RATE MARGIN" means, with respect to any Revolving Loan,
Acquisition Loan, Supplemental Term Loan or any Supplemental Revolving Loan,
with respect to any Interest Period, the rate set forth in the table below
opposite the Leverage Ratio of the Borrower as determined on the last day of
such Interest Period:

LEVERAGE RATIO EURODOLLAR RATE MARGIN
-------------- ----------------------
GREATER THAN 5.00x 2.75%
4.51x - 5.00x 2.50%
4.01x - 4.50x 2.25%
3.51x - 4.00x 2.00%
3.01x - 3.50x 1.75%
2.51x - 3.00x 1.50%
2.01x - 2.50x 1.25%
LESS THAN 2.01x 1.00%

"EVENT OF DEFAULT" is defined in Section 8.

-109-

"EXCESS" is defined in Section 3.03(b).

"EXCESS CASH FLOW" means, without duplication, for any Person for any
period for which such amount is being determined, (a) Consolidated Net Income,
MINUS (b) any amount which is both (i) included in Consolidated Net Income and
(ii) required to be applied to the prepayment of the Loans pursuant to Section
3.03, PLUS (minus) (c) the amount of depreciation, depletion, amortization of
intangibles, deferred taxes and other non-cash expenses (revenues) which,
pursuant to GAAP, were deducted (added) in determining such Consolidated Net
Income of such Person, MINUS (d) additions to working capital for such period
(I.E., the increase or decrease in Consolidated Current Assets of such Person
from the beginning to the end of such period (excluding Cash or Cash Equivalents
which are either Net Cash Proceeds or Net Financing Proceeds required to be
applied to the prepayment of the Loans pursuant to Section 3.03(d) during such
period) of such Person minus the increase or plus the decrease in Consolidated
Current Liabilities), MINUS (e) cash expenditures in respect of Consolidated
Capital Expenditures that are made during such period, MINUS (f) Scheduled
Acquisition Term Loan Principal Payments, Scheduled Supplemental Term Loan
Principal Payments, and voluntary prepayments of Loans not subject to
reborrowing made during such period, MINUS (g) cash payments to Management
Stockholders to repurchase capital stock pursuant to Section 7.10, MINUS (h)
principal payments on Indebtedness permitted under Section 7.07. For purposes
of the foregoing and without duplication, Consolidated Net Income will exclude
(A) all net losses on the sale of capital assets or out of the ordinary course
of business and (B) all write-downs of capital assets.

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

"EXISTING ACQUISITION TERM LOANS" is defined in the recitals to this
Agreement.

"EXISTING ACQUISITION TERM NOTES" means the Acquisition Term Notes issued
pursuant to the Existing Credit Agreement and dated the Effective Date, to be
canceled upon issuance of the Acquisition Term Notes to be issued hereunder as
of the Closing Date.

"EXISTING CREDIT AGREEMENT" is defined in the preamble of this Agreement.

"EXISTING DEBT" means Indebtedness of Borrower and its Subsidiaries set
forth on Schedule 5.19.

"EXISTING LEASES" means the Leases of the Borrower and its Subsidiaries set
forth on Schedule 5.16.

"EXISTING LOANS" means the Existing Term A Loans, the Existing Term B
Loans, the Existing Acquisition Term Loans and the Existing Revolving Loans,
all of which are to be refinanced and replaced with the proceeds of the Initial
Loans hereunder.

-110-

"EXISTING NOTE" means each Existing Term A Note, Existing Term B Note,
Existing Revolving Note and Existing Acquisition Term Note.

"EXISTING REVOLVING LOANS" is defined in the recitals to this Agreement.

"EXISTING REVOLVING NOTES" means the Revolving Notes issued pursuant to the
Existing Credit Agreement and dated the Effective Date, to be canceled upon
issuance of the Revolving Notes to be issued hereunder as of the Closing Date.

"EXISTING TERM A LOANS" is defined in the recitals to this Agreement.

"EXISTING TERM B LOANS" is defined in the recitals to this Agreement.

"EXISTING TERM A NOTES" means the Term A Notes issued pursuant to the
Existing Credit Agreement and dated the Effective Date, to be canceled upon
payment therefor on the Closing Date.

"EXISTING TERM B NOTES" means the Term B Notes issued pursuant to the
Existing Credit Agreement and dated the Effective Date, to be canceled upon
payment therefor on the Closing Date.

"EXPANSION CAPITAL EXPENDITURES" means up to $7.5 million of Consolidated
Capital Expenditures incurred during the period from July 31, 1997 to and
including January 31, 1998 in connection with the existing properties and
buildings located in the Texas cities of Huntsville, Houston, Waco, Waller and
Walnut Springs.

"FEDERAL FUNDS RATE" means on any one day the weighted average of the
rate on overnight Federal funds transactions with members of the Federal
Reserve System only arranged by Federal funds brokers as published as of such
day by the Federal Reserve Bank of New York, or if not so published, the rate
then used by first-class banks in extending overnight loans to other
first-class banks.

"FINANCING PROCEEDS" means the Cash or Cash Equivalents (other than Net
Cash Proceeds or proceeds of any sale, transfer or other disposition of assets
specifically excluded from the definition of "Asset Sale" by the exceptions
contained therein) received by the Borrower or any of its Restricted
Subsidiaries, directly or indirectly, from any financing transaction of whatever
kind or nature, including without limitation from any incurrence of Indebtedness
from any mortgage or pledge of an asset or interest therein (including any
transaction which is the substantial equivalent of a mortgage or pledge), from
any lease to a third party and a pledge of the lease payments due thereunder to
secure Indebtedness, from any joint venture arrangement, from any exchange of
assets and a sale of the assets received in such exchange, or any other similar
arrangement or technique whereby a Credit Party obtains Cash in respect of an
asset, net of direct costs associated therewith. Financing Proceeds shall not

-111-

include any amounts with respect to (a) any Borrowings of Revolving Loans,
Acquisition Term Loans, Supplemental Revolving Loans or Supplemental Term Loans,
(b) the incurrence or refinancing of Indebtedness permitted by Sections 7.07(g)
and (h) effected in accordance with the applicable provisions of such Sections
and (c) transactions between any of the Borrower and its Wholly Owned
Subsidiaries that are Restricted Subsidiaries.

"FIRREA" means the Financial Institutions Reform, Recovery & Enforcement
Act of 1989, as amended from time to time, and any successor statute.

"FOREIGN BANK" is defined in Section 3.07(c).

"GAAP" means generally accepted accounting principles in the United States
of America observed in the preparation of the audited financial statements of
the Borrower for its fiscal year ended June 30, 1997 and delivered pursuant to
Section 4.01(j), consistently applied.

"GOVERNMENTAL AUTHORITY" means any federal, state, local, foreign or other
governmental or administrative (including self-regulatory) body,
instrumentality, department or agency or any court, tribunal, administrative
hearing body, arbitration panel, commission, or other similar dispute-resolving
panel or body including, without limitation, those governing the regulation and
protection of the Environment, whether now or hereafter in existence, or any
officer or official thereof.

"HAZARDOUS MATERIALS" means all pollutants, contaminants or chemical,
industrial, hazardous or toxic materials, substances, constituents or wastes,
including, without limitation, asbestos, or asbestos-containing materials,
polychlorinated biphenyls and petroleum, oil, or petroleum or oil products,
derivatives or constituents, including, without limitation, crude oil or any
fraction thereof, or any other material, waste, chemical, substance or
constituent subject to regulation under any Environmental Law.

"▇▇▇▇▇▇ SUBORDINATED LENDERS" is defined in Section 7.23.

"HOLDINGS" is defined in the preamble to this Agreement.

"IBJS" is defined in the preamble to this Agreement.

"INDEBTEDNESS" of any Person means, without duplication, (a) all
indebtedness of such Person for borrowed money, (b) the deferred purchase price
of assets or services which in accordance with GAAP would be shown on the
liability side of the balance sheet of such Person, (c) the undrawn amount of
all letters of credit issued for the account of such Person and, without
duplication, all unreimbursed drafts drawn thereunder, (d) all Indebtedness of a
second Person secured by any Lien on any property owned by such first Person,
whether or not such Indebtedness has been assumed by such first Person, (e) all
Capitalized Lease Obligations of such Person, (f) all obligations of such Person
to pay a specified purchase price for goods or

-112-

services whether or not delivered or accepted, i.e., take-or-pay and similar
obligations, (g) the total risk amount (as determined by the Administrative
Agent) of such Person under Interest Rate Agreements and (h) all Contingent
Obligations of such Person; PROVIDED, HOWEVER, that Indebtedness shall not
include trade payables, accrued expenses, accrued dividends and accrued income
taxes, in each case arising in the ordinary course of business.

"INDOSUEZ" is defined in the preamble to this Agreement.

"INFORMATION" is defined in Section 11.04(e).

"INITIAL BANK" means a Bank that is an original signatory to this
Agreement.

"INITIAL BORROWERS" is defined in the preamble to this Agreement.

"INITIAL DATE" means, in the case of each Bank party hereto on the Closing
Date, the Closing Date, and in the case of each other Bank, the effective date
of the Assignment Agreement pursuant to which it became a Bank hereunder.

"INITIAL LOANS" means the Loans made on the Closing Date.

"INITIAL REVOLVING LOANS" means the initial Revolving Loans made on the
Closing Date in an aggregate amount not to exceed $[ ] used to make
payments as set forth in Section 1.01(a).

"INTELLECTUAL PROPERTY" is defined in Section 5.14.

"INTEREST PERIOD" means, with respect to any Reserve Adjusted Eurodollar
Loan, the interest period applicable thereto, as determined pursuant to Section
1.09.

"INTEREST RATE AGREEMENT" means any interest rate swap agreement, interest
rate cap agreement, interest rate collar agreement, interest rate futures
contract, interest rate option contract or other similar agreement or
arrangement to which any Credit Party is a party, designed to protect the
Borrower or any of its Restricted Subsidiaries against fluctuations in interest
rates.

"INTEREST RATE DETERMINATION DATE" means, with respect to a Reserve
Adjusted Eurodollar Loan, the date for calculating the Eurodollar Rate for
purposes of determining the interest rate in respect of an Interest Period, and
for each such Borrowing the date which is two Business Days prior to the
commencement of the Interest Period for such Borrowing.

"INVENTORY" means all of the inventory of the Borrower and its Restricted
Subsidiaries (on a consolidated basis), including, without limitation, (a) all
finished goods, raw materials, work in process and packaging materials produced,
used or consumed in the business

-113-

of the Borrower and its Restricted Subsidiaries, whether finished or
unfinished, held for sale or furnished or to be furnished under contracts of
service, and (b) all finished goods returned or repossessed by the Borrower or
any of its Restricted Subsidiaries.

"INVESTMENT" means with respect to any Person (a) any share of Capital
Stock, partnership interest, evidence of Indebtedness or other security issued
by any other Person, (b) any loan, advance, extension of credit to, or
contribution to the capital of, any other Person, (c) the acquisition of the
stock or assets of a business or (d) any other investment; PROVIDED, HOWEVER,
that the term "Investment" shall not include (i) fixed assets or inventory
acquired in the ordinary course of business and payable in accordance with
customary trade terms, (ii) advances to employees for travel expenses, drawing
accounts and similar expenditures, (iii) stock or other securities acquired in
connection with the satisfaction or enforcement of Indebtedness or claims due or
owing to any Person or as security for any such Indebtedness or claim, or (iv)
demand deposits in banks or trust companies. The amount of an Investment
outstanding at any time shall be determined in accordance with GAAP; PROVIDED,
HOWEVER, that no Investment shall be increased as a result of an increase in the
undistributed retained earnings of the Person in whom an Investment was made or
decreased as a result of equity in the losses of any such Person.

"KCSN" is defined in the preamble to this Agreement.

"LANDLORD CERTIFICATION AND WAIVER" means, with respect to any Real
Property leased by the Borrower or any of its Restricted Subsidiaries, a
statement executed by the landlord of such Real Property, in form and substance
satisfactory to the Administrative Agent, providing the Administrative Agent
with, among other things, (i) the right to take and perfect a mortgage or other
assignment of the applicable Credit Party's interest in the lease as collateral
security for the Obligations, (ii) the right to cure defaults and perform under
the lease in the event of a failure to perform by such Credit Party, (iii) the
right to foreclose or otherwise realize upon said security interest in the lease
and to assign the Credit Party's rights in the lease to a third party in
connection with such foreclosure or other realization and (iv) the right to take
upon such foreclosure or other realization any property of the Credit Party
located on the leased Real Property (which right shall be superior to that of
the lessor).

"LEASE" means any lease, sublease, franchise agreement, license, occupancy
or concession agreement.

"LETTER OF CREDIT" or "LETTERS OF CREDIT" means, (i) Standby Letter or
Letters of Credit and (ii) Commercial Letter or Letters of Credit, in each case,
issued or to be issued by Issuing Banks for the account of Borrower pursuant to
Section 1.13.

"LETTER OF CREDIT CASH COLLATERAL" shall have the meaning provided in
Section 1.13(a)(iv).

-114-

"LETTER OF CREDIT CASH COLLATERAL ACCOUNT" shall have the meaning provided
in Section 1.13(a)(iv).

"LETTER OF CREDIT PARTICIPATION" shall have the meaning provided in Section
1.13(a)(ii).

"LETTERS OF CREDIT USAGE" means, as at any date of determination, the sum
of (i) the maximum aggregate amount that is or at any time thereafter may become
available to be drawn under all Letters of Credit then outstanding plus (ii) the
aggregate amount of all drawings under Letters of Credit honored by all Issuing
Banks and not theretofore reimbursed by Borrower.

"LEVERAGE RATIO" means, as of any date of determination, the ratio of (a)
the Consolidated Indebtedness (including the outstanding balance under any
noncompete or consulting arrangements) of the Borrower and its Restricted
Subsidiaries as of the last day of each calendar quarter ending on or about any
date of determination to (b) the Consolidated EBITDA of the Borrower and its
Restricted Subsidiaries for the Test Period ending on or about such date;
PROVIDED that, for purposes of this definition, Consolidated Indebtedness shall
not include indebtedness under the Existing Revolving Loans which is repaid (and
not reborrowed under the Revolving Loan) on the Closing Date; and PROVIDED,
FURTHER, that, for purposes of this definition, Consolidated EBITDA for a given
Test Period (x) shall mean Consolidated EBITDA for the twelve month period ended
on the last day of such Test Period and (y) shall also include the EBITDA (with
appropriate adjustments) derived from any business which was acquired by the
Borrower and its Restricted Subsidiaries during such twelve-month period and
which is consolidated with the Borrower and its Restricted Subsidiaries as of
the last day of such Test Period, for the portion of such twelve month period
before the business was so acquired.

"LIEN" means any mortgage, pledge, security interest, encumbrance, lien,
claim, hypothecation, assignment for security or charge of any kind (including
any agreement to give any of the foregoing, any conditional sale or other title
retention agreement or any lease in the nature thereof).

"LOAN" means each Revolving Loan, Acquisition Term Loan, Supplemental
Revolving Loan and Supplemental Term Loan.

"LOAN FACILITY" means the credit facility evidenced by the Total Revolving
Loan Commitment, the Total Acquisition Term Loan Commitment and the Total
Supplemental Loan Commitment..

"LOSS PROCEEDS" is defined in Section 3.03(f).

"MANAGEMENT AGREEMENT" means the Fee Agreement dated as of December 31,
1996 between the Borrower and Kohlberg & Company, LLC., as amended.

-115-

"MANAGEMENT STOCKHOLDERS" means, collectively, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, and other individuals from time to time
party to the Stockholders Agreement.

"MATERIAL ADVERSE EFFECT" means, (a) with respect to the Borrower and its
Restricted Subsidiaries, any material adverse effect (whether occurring before
or after giving effect to the Public Financing and the financing thereof and the
other transactions contemplated hereby and by the other Transaction Documents)
with respect to the operations, business, properties, assets, liabilities
(contingent or otherwise), financial condition or prospects of the Borrower and
its Restricted Subsidiaries, taken as a whole, or (b) any fact or circumstance
(whether or not the result thereof would be covered by insurance) as to which
singly or in the aggregate there is a reasonable likelihood of (i) a material
adverse change described in clause (a) with respect to the Borrower and its
Restricted Subsidiaries, taken as a whole, or (ii) the inability of any Credit
Party to perform in any material respect its Obligations hereunder or under any
of the other Transaction Documents or the inability of the Banks to enforce in
any material respect their rights purported to be granted hereunder or under any
of the other Transaction Documents or the Obligations (including realizing on
the Collateral).

"MINIMUM BORROWING AMOUNT" means $100,000.

"MOODY'S" means ▇▇▇▇▇'▇ Investors Service, Inc.

"MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA with respect to which the Borrower or any of its
ERISA Affiliates is or has been required to contribute.

"NET CASH PROCEEDS" means with respect to any Asset Sale, the aggregate
payments of Cash or Cash Equivalents received by the Borrower and/or any of its
Restricted Subsidiaries, as the case may be, from such Asset Sale, net of direct
expenses of sale, net of taxes (including income taxes and transfer taxes) and
net of repayment of Indebtedness or Capitalized Leases in each case secured by a
Lien on the asset subject to such Asset Sale; PROVIDED, HOWEVER, that with
respect to taxes, expenses shall only include taxes to the extent that taxes are
payable in cash with respect to the current year after taking into account any
reduction in consolidated tax liability due to available tax credits or
deductions and any tax sharing arrangements; and PROVIDED, FURTHER, that Net
Cash Proceeds shall not include any amounts or items included in the definition
of Financing Proceeds or Net Financing Proceeds.

"NET FINANCING PROCEEDS" means Financing Proceeds, net of direct expenses
of the transaction and net of taxes (including income taxes) currently paid or
payable in cash with respect to the current year after taking into account any
reduction in consolidated tax liability due to available tax credits or
deductions and any tax sharing arrangements as a result of the transaction
generating such Financing Proceeds.

-116-

"NOTE" means each Revolving Note, Acquisition Term Note, Supplemental
Revolving Note and Supplemental Term Note.

"NOTICE OF ACQUISITION LOAN BORROWING" is defined in Section 1.03.

"NOTICE OF BORROWING" is defined in Section 1.03.

"NOTICE OF REVOLVING LOAN BORROWING" is defined in Section 1.03.

"NOTICE OF CONVERSION/CONTINUATION" is defined in Section 1.06.

"OBLIGATIONS" means all amounts, direct or indirect, contingent or
absolute, of every type or description, and at any time existing, owing to the
Administrative Agent or any Bank pursuant to the terms of this Agreement or any
other Credit Document or secured by any of the Security Documents, including,
without limitation, interest accruing subsequent to the filing of a petition
initiating any proceeding in bankruptcy, insolvency or like proceeding of any
Credit Party, whether or not such interest is an allowed claim enforceable
against the debtor in a bankruptcy case under the Bankruptcy Code.

"OFFICERS' CERTIFICATE" means, as applied to any corporation, a certificate
executed on behalf of such corporation by its Chairman of the Board (if an
officer), Chief Executive Officer, its President or one of its Vice Presidents,
its Chief Financial Officer or its Treasurer (in such Person's capacity as an
officer and not individually); PROVIDED, HOWEVER, that every Officers'
Certificate with respect to compliance with a condition precedent to the making
of any Loan hereunder shall include (a) a statement that the officers making or
giving such Officers' Certificate have read such condition and any definitions
or other provisions contained in this Agreement relating thereto, (b) a
statement that, in the opinion of the signers, they have made or have caused to
be made such examination or investigation as is necessary to enable them to
express an informed opinion as to whether or not such condition has been
complied with, and (c) a statement as to whether, in the opinion of the signers,
such condition has been complied with.

"OPERATING LEASE" of any Person shall mean any lease (including, without
limitation, leases which may be terminated by the lessee at any time) of any
property (whether real, personal or mixed) by such Person as lessee which is not
a Capital Lease.

"ORIGINAL CREDIT AGREEMENT" is defined in the preamble to this Agreement.

"PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Section 4002 of ERISA, or any successor thereto.

-117-

"PENSION PLAN" means any pension plan as defined in Section 3(2) of ERISA
(other than a Multiemployer Plan) which is or has been maintained by or to which
contributions are or have been made by the Borrower or any of its ERISA
Affiliates.

"PERMITTED BUSINESS ACQUISITION" means an acquisition by the Borrower or
its Restricted Subsidiaries of assets or property used or useful in the
Borrower's business which is proposed to be financed with the proceeds of an
Acquisition Term Loan Borrowing or a Supplemental Term Loan Borrowing.

"PERMITTED ENCUMBRANCES" is defined in Section 7.06.

"PERSON" means any individual, partnership, joint venture, limited
liability company, firm, corporation, association, trust or other enterprise or
any government or political subdivision or any agency, department or
instrumentality thereof.

"PLAN" means, at any time, any pension benefit plan subject to Title IV of
ERISA.

"PORTION" means the Revolving Portion, the Acquisition Term Portion or the
Supplemental Portion.

"PREPAYMENT COLLATERAL ACCOUNT" is defined in Section 3.08(b).

"PRIOR LIENS" is defined in Section 5.10.

"PROJECTED FINANCIAL STATEMENTS" is defined in Section 5.09(c).

"PUBLIC FINANCING" means the proposed offering of up to $40 million of PIK
preferred stock of the Borrower and the public offering of up to $85 million of
Senior Subordinated Notes.

"PUBLIC FINANCING DOCUMENTS" means the registration statements,
prospectuses, underwriting agreements, certificates, notes, agreements and
documents prepared or entered into by the Company with respect to the Public
Financing.

"PUT/CALL FUNDS" means the aggregate $100,051 set aside by the Borrower to
redeem "Option Shares" (as defined in the Put/Call Option Agreement) pursuant to
the Put/Call Option Agreement.

"PUT/CALL OPTION AGREEMENT" means the Put/Call Option Agreement dated as of
December 31, 1996 among Holdings, KCSN and the Management Stockholders.

"REAL PROPERTY" means all right, title and interest of the Borrower or any
of its Restricted Subsidiaries (including, without limitation, any leasehold
estate) in and to a parcel of

-118-

real property owned or leased (or, with respect to representations, warranties
and covenants relating to compliance with Environmental Laws, operated) by the
Borrower or any of its Restricted Subsidiaries together with, in each case,
all improvements and appurtenant fixtures, equipment, personal property,
easements and other property and rights incidental to the ownership or lease
(or operation, as applicable) thereof, in each case, from time to time after
the Closing Date.

"RECAPITALIZATION" means the recapitalization of Holdings whereby a
controlling interest in Holdings was acquired by KCSN pursuant to the
Recapitalization Agreement.

"RECAPITALIZATION AGREEMENT" is defined in the recitals to this Agreement.

"REFERENCE BANKS" means Indosuez, Citibank, N.A. and The Chase Manhattan
Bank, N.A.

"REGISTER" is defined in Section 11.04(c).

"REGULATIONS D, G, T, U AND X" means Regulations D, G, T, U and X (or
any one or more of them specified) of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor to all or a
portion thereof establishing margin requirements.

"REPLACEMENT ASSET AMOUNT" is defined in Section 3.03(c)(i).

"REQUIRED BANKS" means at any time Banks holding at least 51% of the
sum of the (x) Total Commitments and (y) outstanding Loans; PROVIDED, HOWEVER
that in the event there is only one Bank, "Required Banks" shall mean such Bank;
and PROVIDED, FURTHER that for the purposes of Section 4, the requirement that
any document, agreement, certificate or other writing is to be satisfactory to
the Required Banks shall be satisfied if (a) such document, agreement,
certificate or other writing was delivered in its final form to the Banks prior
to the Closing Date (or if amended or modified thereafter, the Administrative
Agent shall have reasonably determined such amendment or modification not to be
material), (b) such document, agreement, certificate or other writing is
satisfactory to the Administrative Agent and (c) Banks holding more than 51% of
the Total Commitments held by Banks have not objected in writing to such
document, agreement, certificate or other writing to the Administrative Agent
prior to the Closing Date.

"RESERVE ACCOUNT" is defined in Section 3.08(a).

"RESERVE ADJUSTED EURODOLLAR LOAN" means any Loan bearing interest at
a rate determined by reference to the Eurodollar Rate in accordance with the
provisions of Section 1.08(b).

-119-

"RESTRICTED SUBSIDIARY" means any Subsidiary of the Borrower or of the
Borrower's Subsidiaries which is not an Unrestricted Subsidiary.

"REVOLVING LOAN" is defined in Section 1.01(a).

"REVOLVING LOAN COMMITMENT" means, with respect to each Bank, the
amount set forth below such Bank's name on Schedule A hereto directly below the
column entitled "Revolving Loan", as same may be reduced from time to time
pursuant to Sections 2.01, 3.03 and/or 8.

"REVOLVING LOAN COMMITMENT TERMINATION DATE" means the Business Day
immediately preceding the Revolving Loan Maturity Date.

"REVOLVING LOAN MATURITY DATE" means the last Business Day of
December, 2002.

"REVOLVING NOTE" is defined in Section 1.05(a)(i).

"REVOLVING PORTION" means, at any time, the portion of the Loan
Facility evidenced by the Total Revolving Loan Commitment.

"S&P" means Standard & Poor's Corporation.

"SCHEDULED ACQUISITION TERM LOAN PRINCIPAL PAYMENTS" means, with respect to
the principal payments on the Acquisition Term Loan to be made on the last
Business Day of each calendar quarter specified in the table below, in each
case, for each such date, in the Dollar amount which is the product of (x) the
percentage specified opposite such date in such table, and (y) the greater of
(a) the total outstanding principal amount of all of the Acquisition Term Loans
as of the close of business on the Acquisition Term Loan Commitment Termination
Date (after giving effect to any Borrowings under the Acquisition Term Loans on
such date) and (b) the Total Acquisition Loan Commitment on the date, if any,
that aggregate Unutilized Acquisition Commitments equals zero:

Percentage to Obtain
Acquisition Term Loan
Period Principal Payment
------ ---------------------

The earlier of the date the aggregate
Unutilized Acquisition Commitments equals
zero and the Acquisition Term Loan Commitment
Termination Date, through December 31, 2002 0.250%

-120-

and, with respect to the principal payments on the Acquisition Term Loan to be
made on the last Business Day of each calendar quarter specified in the table
below, in each case, for each such date, in the Dollar amount which is the
product of (x) the ratio specified opposite such date in such table, and (y) the
total outstanding principal amount of all of the Acquisition Term Loans as of
such date:

Period Ratio
------ -----

January 1, 2003 through the last Business
day of December, 2004 1/8

"SCHEDULED SUPPLEMENTAL TERM LOAN PRINCIPAL PAYMENTS" means, with respect
to the principal payments on the Supplemental Term Loan to be made on the last
Business Day of each calendar quarter specified in the table below, in each
case, for each such date, in the Dollar amount which is the product of (x) the
percentage specified opposite such date in such table, and (y) the greater of
(a) the total outstanding principal amount of all of the Supplemental Term Loans
as of the close of business on the Supplemental Term Loan Commitment Termination
Date (after giving effect to any Borrowings under the Supplemental Term Loans on
such date) and (b) the Total Supplemental Loan Commitment on the date, if any,
that aggregate Unutilized Supplemental Commitments equals zero:

Percentage to Obtain
Acquisition Term Loan
Period Principal Payment
------ ---------------------

The earlier of the date the aggregate
Unutilized Supplemental Commitments equals
zero and the Supplemental Term Loan Commitment
Termination Date, through December 31, 2002 0.250%

and, with respect to the principal payments on the Supplemental Term Loan to be
made on the last Business Day of each calendar quarter specified in the table
below, in each case, for each such date, in the Dollar amount which is the
product of (x) the ratio specified opposite such date in such table, and (y)
the total outstanding principal amount of all of the Supplemental Term Loans as
of such date:

Period Ratio
------ -----

January 1, 2003 through the last Business
Day of December, 2004 1/8

-121-

"SEC" means the Securities and Exchange Commission or any successor
thereto.

"SECURITIES" means any stock, shares, partnership interests,
membership interests, voting trust certificates, bonds, debentures, options,
warrants, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly
known as "securities" or any certificates of interest, shares or participation
in temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SECURITY AGREEMENTS" means, collectively, the Security Agreements
executed by the Borrower and any Subsidiary of the Borrower pursuant to Section
6.14, each substantially in the form of Exhibit 9A, except for such changes
therein as shall have been approved by the Administrative Agent as the same may
after its execution be amended, supplemented or otherwise modified from time to
time in accordance with the terms thereof and hereof.

"SECURITY DOCUMENTS" means each of the Security Agreements, the
Landlord Certification and Waivers, any mortgages, deeds of trust or leasehold
mortgages granting a security interest in favor of the Administrative Agent (or
other agent for the Banks) in any Real Property of any Credit Party, the
Trademark Security Agreement and any other documents (including UCC financing
statements) utilized to pledge or perfect a security interest in any other
property or assets of whatever kind or nature as Collateral for the Obligations.

"SELLER NOTE" is defined in Section 7.07(e).

"SELLERS" is defined in the preamble to this Agreement.

"SENIOR MANAGERS" means, collectively, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇.

"SENIOR OFFICER" means any of the chief executive officer, president,
chief financial officer, controller, chief accounting officer, chief operating
officer, treasurer or any vice president of the Borrower.

"SENIOR SUBORDINATED LENDERS" means the holders of the Senior
Subordinated Notes.

"SENIOR SUBORDINATED NOTES" means, up to $85 million in aggregate
principal amount of Senior Subordinated Notes due 2007 of the Borrower issued in
the Public Financing.

-122-

"SPECIFIED COLLATERAL PERFECTION ACTIONS" is defined in Section 6.18
of the Original Credit Agreement.

"STANDBY LETTER OF CREDIT" means any standby letter of credit or
similar instrument issued for the purpose of supporting (i) workers'
compensation liabilities of the Borrower or any of its Subsidiaries, (ii) the
obligations of third-party insurers of the Borrower or any of its Subsidiaries
arising by virtue of the laws of any jurisdiction requiring third-party insurers
to obtain such letters of credit, or (iii) performance, payment, deposit or
surety obligations of the Borrower or any of its Subsidiaries, including with
respect to the obligations of Borrower to third party vendors, if required by
law or governmental rule or regulation or in accordance with custom and practice
in the industry.

"STATE AND LOCAL REAL PROPERTY DISCLOSURE REQUIREMENTS" means any
state or local laws requiring notification of the buyer of real property, or
notification, registration, or filing to or with any state or local agency,
prior to the sale of any real property or transfer of control of an
establishment, of the actual or threatened presence or release into the
environment, or the use, disposal, or handling of Hazardous Materials on, at,
under, or near the real property to be sold or the establishment for which
control is to be transferred.

"STOCKHOLDERS AGREEMENT" means the Stockholders Agreement dated as of
December 31, 1996 among Holdings, KCSN, ▇▇▇▇▇▇ and the Management Stockholders,
as amended as of the Effective Date.

"SUBJECT SECURITIES" has the meaning provided in the Stock Repurchase
Agreement.

"SUBSIDIARY" of any Person means and includes (a) any corporation more
than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person directly or
indirectly through Subsidiaries and (b) any partnership, association, joint
venture or other entity in which such Person directly or indirectly through
Subsidiaries has more than a 50% equity interest at the time.

"SUBSIDIARY GUARANTEE" means the guarantee of the Borrower's
Obligations hereunder to be executed by each Restricted Subsidiary of the
Borrower, in the form attached hereto as Exhibit 9B.

"SUPPLEMENTAL LOAN COMMITMENT" means, with respect to each Bank, the
amount set forth below such Bank's name on Schedule A hereto directly below the
column entitled "Supplemental Loan", as same may be reduced from time to time
pursuant to Sections 2.01, 3.03 and/or 8.

-123-

"SUPPLEMENTAL PORTION" means, at any time, the portion of the Loan
Facility evidenced by the Total Supplemental Loan Commitment.

"SUPPLEMENTAL REVOLVING LOAN" is defined in Section 1.01(c).

"SUPPLEMENTAL REVOLVING LOAN COMMITMENT" means, as of any date, with
respect to each Bank, such Bank's Supplemental Loan Commitment, less (i) the
aggregate principal amount of Supplemental Term Loans then outstanding.

"SUPPLEMENTAL REVOLVING LOAN COMMITMENT TERMINATION DATE" means the
Business Day immediately preceding the Supplemental Revolving Loan Maturity
Date.

"SUPPLEMENTAL REVOLVING LOAN MATURITY DATE" means the last Business
Day of December, 2002

"SUPPLEMENTAL REVOLVING NOTE" is defined in Section 1.05(a)(iii).

"SUPPLEMENTAL TERM LOAN" is defined in Section 1.01(c).

"SUPPLEMENTAL TERM LOAN CLOSING DATE" is defined in Section 1.01(d).

"SUPPLEMENTAL TERM LOAN COMMITMENT" means, as of any date, with
respect to each Bank, such Bank's Supplemental Loan Commitment, less (i) the
aggregate principal amount of Supplemental Revolving Loans then outstanding and
(ii) the then outstanding Letters of Credit Usage related to the Supplemental
Portion of the Credit Facility.

"SUPPLEMENTAL TERM LOAN COMMITMENT TERMINATION DATE" means the last
Business Day of December, 2001.

"SUPPLEMENTAL TERM LOAN MATURITY DATE" means the last Business Day of
December, 2004.

"SUPPLEMENTAL TERM NOTE" is defined in Section 1.05(a)(iv).

"TARGET" is defined in the preamble to this Agreement.

"TAXES" means all taxes, levies, imposts, duties or other charges of
whatsoever nature imposed by any Governmental Authority, together with interest,
penalties and expenses payable or incurred in connection therewith, except that
such term shall not refer to any of the following:

(a) any taxes imposed by the United States or any political
subdivision thereof on the effectively connected net income of any Bank or
any franchise taxes imposed by any such jurisdiction;

-124-

(b) taxes imposed on the net income of, or franchise taxes imposed
upon, any Bank by the jurisdiction under the laws of which such Bank is
organized or by any political subdivision thereof;

(c) taxes imposed on the net income of such Bank's lending office,
and franchise taxes imposed on it, by the jurisdiction of such Bank's
lending office, or any political subdivision thereof;

(d) any taxes imposed on any Bank by Section 884(a) of the Code (and
any successor statute to Section 884(a)); and

(e) any United States withholding tax payable with respect to any
payments to such Bank under the laws (including, without limitation, any
treaty, ruling, judicial or administrative determination or regulation) in
effect on the Initial Date or as a result of the Bank's having voluntarily
changed the jurisdiction of its lending office from a jurisdiction in which
payments made to such Bank are exempt from United States withholding tax to
a jurisdiction in which such payments are not so exempt; PROVIDED, HOWEVER,
that the term "Taxes" shall include any United States withholding tax
payable or increased as a result of any change in any law, treaty, ruling,
judicial or administrative determination or regulation occurring after the
Initial Date.

"TERMINATION EVENT" means (a) a "reportable event" described in
Section 4043 of ERISA or in the regulations thereunder (excluding events for
which the requirement for notice of such reportable event has been waived by the
PBGC) with respect to a Title IV Plan, or (b) the withdrawal of the Borrower or
any of its ERISA Affiliates from a Title IV Plan during a plan year in which it
was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (c)
the filing of a notice of intent to terminate a Title IV Plan or the treatment
of a Title IV Plan amendment as a termination under Section 4041 of ERISA, or
(d) the institution of proceedings by the PBGC to terminate a Title IV Plan or
to appoint a trustee to administer a Title IV Plan, or (e) any other event or
condition which might constitute reasonable and probable grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Title IV Plan, or (f) the complete or partial withdrawal (within
the meaning of Sections 4203 and 4205, respectively, of ERISA) of the Borrower
or any of its ERISA Affiliates from a Multiemployer Plan, or (g) the insolvency
or reorganization (within the meaning of Sections 4245 and 4241, respectively,
of ERISA) or termination of any Multiemployer Plan.

"TEST PERIOD" means, for any specified date, the shorter of (x) the
four consecutive complete calendar quarters last ended or (y) the period of all
complete calendar quarters since the Effective Date.

"TITLE IV PLAN" means any plan (other than a Multiemployer Plan)
described in Section 4021(a) of ERISA, and not excluded under Section 4021(b) of
ERISA, which is or has

-125-

been maintained by, or to which contributions are or have been made by,
Borrower or any of its ERISA Affiliates.

"TOTAL ACQUISITION TERM LOAN COMMITMENT" means the sum of the
Acquisition Term Loan Commitments of each of the Banks.

"TOTAL ACQUISITION UTILIZATION" means, at any date of determination,
the sum of the aggregate principal amount of all Acquisition Term Loans then
outstanding.

"TOTAL COMMITMENTS" means the sum of (a) the Total Revolving Loan
Commitments, (b) Total Acquisition Term Loan Commitments and (c) the Total
Supplemental Loan Commitment.

"TOTAL REVOLVER UTILIZATION" means, at any date of determination, the
sum of the aggregate principal amount of all Revolving Loans then outstanding
and all outstanding Letters of Credit issued under the Revolving Portion.

"TOTAL REVOLVING LOAN COMMITMENT" means the sum of the Revolving Loan
Commitments of each of the Banks.

"TOTAL SUPPLEMENTAL LOAN COMMITMENT" means the sum of the Supplemental
Loan Commitments of each of the Banks.

"TOTAL SUPPLEMENTAL REVOLVING LOAN COMMITMENT" means the sum of the
Supplemental Revolving Loan Commitments of each by the Banks.

"TOTAL SUPPLEMENTAL TERM LOAN COMMITMENT" means the sum of the
Supplemental Revolving Loan Commitments of each of the Banks.

"TOTAL SUPPLEMENTAL UTILIZATION" means, at any date of determination,
the sum of the aggregate principal amount of all Supplemental Revolving Loans,
all Supplemental Term Loans then outstanding and all outstanding Letters of
Credit issued under the Supplemental Portion.

"TRADEMARK SECURITY AGREEMENT" means the trademark security agreement
substantially in the form of Exhibit 10C.

"TYPE" of Loan means a Base Rate Loan or Reserve Adjusted Eurodollar
Loan.

"UCC" means the Uniform Commercial Code as in effect in the State of
New York.

"UCP" is defined in Section 1.13(k).

-126-

"UNRESTRICTED SUBSIDIARY" of any Person means any Subsidiary of such Person
that at the time of determination shall have been and shall continue to be
designated an Unrestricted Subsidiary. The Board of Directors of the Borrower
may, with the consent of the Administrative Agent, designate any Subsidiary
(including any newly acquired or newly formed Subsidiary) which meets the
Unrestricted Subsidiary Conditions to be an Unrestricted Subsidiary; provided,
however, (x) the Administrative Agent may require that all or any portion of the
outstanding Revolving Loans, Acquisition Term Loans, Supplemental Revolving
Loans or Supplemental Term Loans be repaid in accordance with Section 3.03(j)
and/or that any or all of the Total Revolving Loan Commitment, Total Acquisition
Term Loan Commitment or Total Supplemental Loan Commitment be reduced by an
amount determined in the sole discretion of the Administrative Agent in view of
the reduction in revenue producing assets held by the Borrower and its
Restricted Subsidiaries and the corresponding reduction in Collateral caused by
the designation of such Unrestricted Subsidiary.

"UNRESTRICTED SUBSIDIARY CONDITIONS" means the following:

1. the relevant Unrestricted Subsidiary holds regular meetings of its
shareholder(s) and directors, keeps minutes of those meetings, elects
officers and observes all the formalities necessary to reflect its
status as a separate independent corporation;

2. the day to day affairs of the relevant Unrestricted Subsidiary are
administered by its officers, subject to the direction of its
directors;

3. the directors, management group and employees of the relevant
Unrestricted Subsidiary are different from the directors and
management group of the Borrower and its Restricted Subsidiaries;

4. the relevant Unrestricted Subsidiary maintains a separate bank account
and separate books from the Borrower and its Restricted Subsidiaries;

5. the relevant Unrestricted Subsidiary maintains its own billing and
receivables processes separate from those of the Borrower and its
Restricted Subsidiaries;

6. the relevant Unrestricted Subsidiary has its own financial reporting
system separate from the Borrower and its Restricted Subsidiaries and
its financial statements do not include the assets or liabilities of
the Borrower or its Restricted Subsidiaries;

7. the creditors of the relevant Unrestricted Subsidiary do not extend
credit to the Unrestricted Subsidiary on the basis of the financial
condition of the Borrower and/or its Restricted Subsidiaries and any
credit extended to such Unrestricted

-127-

Subsidiary is based solely on the assets and liabilities of the
Unrestricted Subsidiary;

8. none of the Borrower or any of its Restricted Subsidiaries guarantee
or provide collateral for any obligation of the Unrestricted
Subsidiary and the Unrestricted Subsidiary does not guarantee or
provide collateral for any obligation of the Borrower or any of its
Restricted Subsidiaries;

9. the relevant Unrestricted Subsidiary has its own headquarters separate
from that of the Borrower and its Restricted Subsidiaries;

10. there are no loans, advances or other indebtedness between the
Unrestricted Subsidiary and any of the Borrower or its Restricted
Subsidiaries;

11. the Unrestricted Subsidiary maintains a separate business from the
Borrower and its Restricted Subsidiaries and its assets and
liabilities are segregated from those of the Borrower and its
Restricted Subsidiaries; and

12. the Unrestricted Subsidiary is either a separate taxable entity from
the Borrower and its Restricted Subsidiaries (for local, state,
federal and all other purposes) or shall have entered into a tax
sharing agreement with the Borrower and its Restricted Subsidiaries in
a form satisfactory to the Administrative Agent.

"UNUTILIZED ACQUISITION COMMITMENT" for any Bank at any time, means on
and after the Closing Date, the amount by which the sum of Acquisition Term Loan
Commitment of such Bank exceeds its portion of the Total Acquisition
Utilization.

"UNUTILIZED REVOLVER COMMITMENT" for any Bank at any time means, on
and after the Closing Date, the amount by which the sum of the Revolving Loan
Commitment of such Bank exceeds its portion of the Total Revolver Utilization.

"UNUTILIZED SUPPLEMENTAL COMMITMENT" for any Bank at any time means,
on and after the Closing Date, the amount by which the Supplemental Loan
Commitment of such Bank exceeds the portion of the Total Supplemental
Utilization.

"WHOLLY OWNED SUBSIDIARY" of any Person shall mean any Subsidiary of
such Person to the extent all of the capital stock or other ownership interests
in such Subsidiary, other than directors' or nominees' qualifying shares, is
owned directly or indirectly by such Person.

"WRITTEN" or "IN WRITING" means any form of written communication or a
communication by means of telex, telecopier device, telegraph or cable.

SECTION 10. THE AGENT.

-128-

10.01. APPOINTMENT. Each Bank hereby irrevocably designates and appoints
Indosuez as Administrative Agent, IBJS as Syndication Agent, and BKOB as
Documentation Agent of such Bank to act as specified herein and in the other
Credit Documents and each such Bank hereby irrevocably authorizes the Agents to
take such action on its behalf under the provisions of this Agreement and the
other Credit Documents and to exercise such powers and perform such duties as
are expressly delegated to the Agents by the terms of this Agreement and the
other Credit Documents, together with such other powers as are reasonably
incidental thereto. The Agents agrees to act as such upon the express
conditions contained in this Section 10. Notwithstanding any provision to the
contrary elsewhere in this Agreement, the Agents shall not have any duties or
responsibilities, except those expressly set forth herein or in the other Credit
Documents, or any fiduciary relationship with any Bank, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against either Agent. The
provisions of this Section 10 are solely for the benefit of the Agents and the
Banks, and no Credit Party shall have any rights as a third party beneficiary of
any of the provisions hereof. In performing its functions and duties under this
Agreement, each Agent shall act solely as an Agent of the Banks and does not
assume and shall not be deemed to have assumed any obligation or relationship of
agency or trust with or for any Credit Party.

10.02. DELEGATION OF DUTIES. The Agents may each execute any of its
duties under this Agreement or any other Credit Document by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. Neither Agent shall not be responsible for
the negligence or misconduct of any agents or attorneys-in-fact selected by it
with reasonable care except to the extent otherwise required by Section 10.03.

10.03. EXCULPATORY PROVISIONS. Neither Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates shall be (a)
liable for any action lawfully taken or omitted to be taken by it or such Person
under or in connection with this Agreement (except for its or such Person's own
gross negligence or willful misconduct) or (b) responsible in any manner to any
of the Banks for any recitals, statements, representations or warranties by any
of the Credit Parties or their respective officers contained in this Agreement,
any other Transaction Document or any Public Financing Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by each Agent under or in connection with, this Agreement or any
other Transaction Document or any Public Financing Document or for any failure
of any of the Credit Parties or their respective officers to perform its
obligations hereunder or thereunder. The Administrative Agent shall not be
under any obligation to any Bank to ascertain or to inquire as to the observance
or performance of any of the agreements contained in, or conditions of, this
Agreement, or to inspect the properties, books or records of any Credit Party.
Neither Agent shall be responsible to any Bank for the effectiveness,
genuineness, validity, enforceability, collectibility or sufficiency of this
Agreement or any Credit Document or for any representations, warranties,
recitals or statements made herein or therein or made in any written or oral
statement or in any financial or other statements, instruments, reports,
certificates or any other documents in connection herewith or therewith
furnished or

-129-

made by such Agent to the Banks or by or on behalf of any Credit Party to
such Agent or any Bank or be required to ascertain or inquire as to the
performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained herein or therein or as to the use of the
proceeds of the Loans or of the existence or possible existence of any
Default or Event of Default.

10.04. RELIANCE BY THE AGENT. Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document or conversation believed by
it to be genuine and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Credit Parties), independent accountants and other
experts selected by the Administrative Agent. Each Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Credit Document unless it shall first receive such advice or concurrence
of the Required Banks as it deems appropriate or it shall first be indemnified
to its satisfaction by the Banks against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.
Each Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement and the other Credit Documents in accordance
with a request of the Required Banks (or to the extent specifically provided in
Section 11.11, all the Banks), and such request and any action taken or failure
to act pursuant thereto shall be binding upon all the Banks.

10.05. NOTICE OF DEFAULT. Neither Agent shall be deemed to have knowledge
of the occurrence of any Default or Event of Default, other than a default in
the payment of principal or interest on the Loans hereunder unless it has
received notice from a Bank or any Credit Party referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a
"notice of default". In the event that the Administrative Agent receives such a
notice, the Agent shall give prompt notice thereof to the Banks. The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Banks;
PROVIDED, HOWEVER, that, unless and until the Administrative Agent shall have
received such directions, the Administrative 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 in the best
interests of the Banks.

10.06. NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER BANKS. Each Bank
expressly acknowledges that neither Agent nor any officers, directors,
employees, agents, attorneys-in-fact or affiliates of such Agent have made any
representations or warranties to it and that no act by such Agent hereinafter
taken, including any review of the affairs of any Credit Party, shall be deemed
to constitute any representation or warranty by such Agent to any Bank. Each
Bank represents to each Agent that it has, independently and without reliance
upon such Agent or any other Bank, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into
the business, assets, operations, property, financial and other conditions,
prospects and creditworthiness of the Credit Parties and made its own

-130-

decision to make its Loans hereunder and enter into this Agreement and the
other agreements contemplated hereby. Each Bank also represents that it
will, independently and without reliance upon either Agent or any other Bank,
and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit analysis, appraisals and decisions
in taking or not taking action under this Agreement, and to make such
investigation as it deems necessary to inform itself as to the business,
assets, operations, property, financial and other conditions, prospects and
creditworthiness of the Credit Parties. Except for notices, reports and other
documents expressly required to be furnished to the Banks by the
Administrative Agent hereunder, neither Agent shall have any duty or
responsibility to provide any Bank with any credit or other information
concerning the business, operations, assets, property, financial and other
conditions, prospects or creditworthiness of any Credit Party which may come
into the possession of either such Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.

10.07. INDEMNIFICATION. The Banks agree to indemnify each Agent in its
capacity as such or in any other representative capacity under any other Credit
Document ratably according to the sum of their aggregate Commitments and Loans,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, reasonable expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Obligations) be imposed on,
incurred by or asserted against either Agent in its capacity as such, in any way
relating to or arising out of this Agreement or any other Credit Document, or
any documents contemplated by or referred to herein or the transactions
contemplated hereby or any action taken or omitted to be taken by either or both
of the Agents under or in connection with any of the foregoing, but only to the
extent that any of the foregoing is not paid by any Credit Party; PROVIDED,
HOWEVER, that no Bank shall be liable to either Agent for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting solely from any
such Agent's gross negligence or willful misconduct. If any indemnity furnished
to either Agent for any purpose shall, in the opinion of such Agent, be
insufficient or become impaired, either Agent may call for additional indemnity
and cease, or not commence, to do the acts indemnified against until such
additional indemnity is furnished. The agreements in this Section 10.07 shall
survive the payment of all Obligations.

10.08. THE AGENTS IN THEIR INDIVIDUAL CAPACITIES. The Agents and their
respective Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with any Credit Party and any Affiliate of any
Credit Party as though such Agent were not an Agent hereunder. With respect to
the Loans made by it and all Obligations owing to it, such Agent shall have the
same rights and powers under this Agreement as any Bank and may exercise the
same as though it were not an Agent, and the terms "Bank" and "Banks" shall
include each Agent in its individual capacity.

10.09. SUCCESSOR AGENT. Upon the acceptance of any appointment as an
Administrative Agent hereunder by a successor Administrative Agent, the term
"Administrative Agent" shall

-131-

include such successor Administrative Agent effective upon its appointment,
and the resigning Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement. After the retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this Section 10 shall
inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement.

10.10. RESIGNATION, TRANSFER BY AGENT.

(a) The Administrative Agent may resign from the performance of
all its functions and duties hereunder at any time by giving 30 Business
Days' prior written notice to the Borrower and the Banks. Such resignation
shall take effect upon the acceptance by a successor Administrative Agent
of appointment pursuant to Sections 10.10(b) and (c) or as otherwise
provided below.

(b) Upon any such notice of resignation of the Administrative
Agent, the Required Banks shall appoint a successor Administrative Agent
acceptable to the Borrower and which shall be an incorporated bank or trust
company or other qualified financial institution with operations in the
United States and total assets of at least $5 billion.

(c) If a successor Administrative Agent shall not have been so
appointed within said 30 Business Day period, the resigning Administrative
Agent with the consent of the Borrower shall then appoint a successor
Administrative Agent (which shall be an incorporated bank or trust company
or other qualified financial institution with operations in the United
States and total assets of at least $5 billion) who shall serve as a
successor Administrative Agent until such time, if any, as the Required
Banks appoint a successor Administrative Agent as provided above.

(d) If no successor Administrative Agent has been appointed
pursuant to Section 10.10(b) or (c) by the 30th Business Day after the date
such notice of resignation was given by the resigning Administrative Agent,
such Administrative Agent's resignation shall become effective and the
Required Banks shall thereafter perform all the duties of Administrative
Agent hereunder until such time, if any, as the Required Banks appoint a
successor Administrative Agent as provided above.

(e) Notwithstanding anything to the contrary contained in this
Section 10, Indosuez, as Administrative Agent, may transfer its rights and
obligations to perform all of its functions and duties hereunder to its
parent company or to any Affiliate of it or its parent company.

-132-

10.11. SYNDICATION AGENT AND DOCUMENTATION AGENT. The Syndication Agent
and Documentation Agent, in such capacity, shall have no obligations, duties or
responsibilities, and shall incur no liabilities, under this Agreement or any
other Credit Document.

SECTION 11. MISCELLANEOUS.

11.01. PAYMENT OF EXPENSES, ETC. The Borrower agrees to: (a) whether or
not the transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses of the Agents in connection with the
negotiation, preparation, execution, syndication and delivery of the Credit
Documents and the documents and instruments referred to therein (in accordance
with the terms of the letter agreement between the Borrower and Indosuez dated
September 29, 1997), other than any expenses of Indosuez incurred after the
Closing Date solely in its capacity as one of the Banks hereunder, and any
amendment, waiver or consent relating thereto (including, without limitation,
the reasonable fees and disbursements of Ropes & ▇▇▇▇ and local counsel to
Indosuez) and of each of the Banks after the occurrence and during the
continuation of an Event of Default in connection with the enforcement of the
Credit Documents and the documents and instruments referred to therein
(including, without limitation, the reasonable fees and disbursements of counsel
for each of the Banks) with prior notice to the Borrower of the engagement of
any counsel, and hold each of the Banks harmless from and against any and all
reasonable fees and expenses of any appraisers or any consultants or other
advisors reasonably engaged by the Administrative Agent; (b) pay and hold each
of the Banks harmless from and against any and all present and future stamp and
other similar taxes with respect to the foregoing matters and save each of the
Banks harmless from and against any and all liabilities with respect to or
resulting from any delay or omission (other than to the extent attributable to
such Bank) to pay such taxes; and (c) indemnify each Agent and each Bank, its
officers, directors, employees, representatives and agents from and hold each of
them harmless against any and all losses, liabilities, claims, damages or
expenses (including, without limitation, any and all losses, liabilities,
claims, damages or expenses arising under Environmental Laws except with regard
to any losses, costs, damages or expenses under Environmental Laws, excluding
such losses, costs, damages or expenses arising from or relating to acts or
omissions occurring after the Administrative Agent or any Bank takes possession
of, uses, operates, manages, controls or sells any Real Property provided,
however, that such exception shall apply only to the extent such losses, costs,
damages or expenses arise solely from the gross negligence, bad faith or willful
misconduct of the applicable Administrative Agent or any Bank or of the agents
of such Administrative Agent or any Bank) incurred by any of them as a result
of, or arising out of, or in any way related to, or by reason of, any
investigation, litigation or other proceeding (whether or not any Bank is a
party thereto) related to the entering into and/or performance of any Credit
Document or the use of the proceeds of any Loans hereunder or the consummation
of any other transactions contemplated in any Credit Document, including,
without limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation, litigation or other proceeding (but
excluding any such losses, liabilities, claims, damages or expenses to the
extent incurred by reason of the gross negligence or willful misconduct of the
Person to be indemnified).

-133-

11.02. RIGHT OF SETOFF. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, each Bank is hereby authorized at any time or from time to time,
without presentment, demand, protest or other notice of any kind to any Credit
Party or to any other Person, any such notice being hereby expressly waived, to
set off and to appropriate and apply any and all deposits (general or special)
and any other Indebtedness at any time held or owing by such Bank (including,
without limitation, by branches and agencies of such Bank wherever located) to
or for the credit or the account of any Credit Party against and on account of
the Obligations and liabilities of such Credit Party to such Bank under this
Agreement or under any of the other Credit Documents, including, without
limitation, all interests in Obligations of such Credit Party purchased by such
Bank pursuant to Section 11.06(b), and all other claims of any nature or
description arising out of or connected with this Agreement or any other Credit
Document, irrespective of whether or not such Bank shall have made any demand
hereunder and although said Obligations, liabilities or claims, or any of them,
shall be contingent or unmatured. Notwithstanding the foregoing, the Banks
shall have no right of setoff as to the Put/Call Funds and shall not seek to
enjoin payments from the Put/Call Funds made pursuant to the Put/Call Option
Agreement or otherwise prevent the Borrower from honoring its obligations
thereunder; PROVIDED that nothing in the foregoing shall be construed to prevent
the Administrative Agent from exercising remedies against the Borrower and the
Borrower generally available under this Agreement or applicable law, including,
without limitation the commencement of a case under the Bankruptcy Code relative
to any Credit Party.

11.03. NOTICES. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and hand
delivered, telegraphed, telexed, telecopied, cabled or delivered:

-134-

(a) If to the Borrower, to it at:

▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President

with a copy to each of the following:

▇▇▇▇▇▇▇▇▇▇ Hyatt ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, PC
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

and

Kohlberg & Company, LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

(b) if to any Bank, to it at its address specified on Schedule
11.03;

All such notices and communications shall, when hand delivered,
telegraphed, telexed, telecopied, or cabled or sent by overnight courier, be
effective the following Business Day when delivered to the telegraph company,
cable company or overnight courier, as the case may be, or when transmission is
confirmed, if by telex or telecopier, except that notices and communications to
the Administrative Agent shall not be effective until received by the
Administrative Agent.

11.04. BENEFIT OF AGREEMENT.

(a) This Agreement shall be binding upon and inure to the benefit
of and be enforceable by the parties hereto, all future holders of the
Notes, and their respective successors and assigns; PROVIDED, HOWEVER, that
the Borrower shall not assign or transfer any of its interests hereunder
without the prior written consent of the Banks; and PROVIDED, FURTHER, that
the rights of each Bank to transfer, assign or grant participation in

-135-

its rights and/or obligations hereunder shall be limited as set forth below
in this Section 11.04; and PROVIDED, FURTHER, that nothing in this Section
11.04 shall prevent or prohibit any Bank from (i) pledging its Loans
hereunder to a Federal Reserve Bank in support of borrowings made by such
Bank from such Federal Reserve Bank and (ii) granting participation in or
assignments of such Bank's Loans, Notes and/or Commitments hereunder to its
parent company and/or to any Affiliate of such Bank that is at least 50%
owned by such Bank or its parent company.

(b) Each Bank shall have the right to transfer, assign or grant
participation in all or any part of its remaining Loans, Notes and/or
Revolving Loan Commitments hereunder on the basis set forth below in this
Section 11.04. Subject to Section 11.04(e), each Bank may furnish any
information concerning the Borrower or any Subsidiary in the possession of
such Bank from time to time to assignees and participants (including
prospective assignees and participants).

(c) Each Bank, with the written consent of the Administrative
Agent, which consent shall not be unreasonably withheld may assign pursuant
to an Assignment Agreement substantially in the form of Exhibit 11.04(c)
hereto (the "ASSIGNMENT AGREEMENT") all or a portion of its Loans, Notes,
Revolving Loan Commitments, Acquisition Term Loan Commitments and/or
Supplemental Loan Commitments hereunder pursuant to this Section 11.04(c)
to one or more Eligible Assignees; PROVIDED, HOWEVER, that any assignment
pursuant to this Section 11.04(c)(i) shall be in a minimum aggregate
amount, for all Loans and Commitments assigned, of $10,000,000, and (ii)
shall not result in the Borrower incurring any obligation to pay additional
amounts as of the time of such assignment pursuant to Section 1.10(e), 1.11
or 3.05. Any assignment pursuant to this Section 11.04(c) will become
effective five Business Days after the Administrative Agent's receipt of
(i) a written notice in the form of Exhibit 11.04(c) executed by the
assigning Bank and the Eligible Assignee, and (ii) a processing and
recordation fee of $2,500 from the assigning Bank in connection with the
Administrative Agent's recording of such sale, assignment, transfer or
negotiation; PROVIDED, HOWEVER, that such fee shall only be payable if the
assignment is between a Bank and an Eligible Assignee that is not a Bank
prior to the assignment. Such assignment shall be recorded by the
Administrative Agent in the Register. The Borrower shall issue new Notes
to the assignee Bank or Eligible Assignee, as the case may be, in
conformity with Section 1.05 and the assignor shall return the old Notes to
the Borrower. Upon the effectiveness of any assignment in accordance with
this Section 11.04(c), the assignee, if not a Bank, will become a "Bank"
for all purposes of this Agreement and the other Credit Documents and, to
the extent of such assignment, the assigning Bank shall be relieved of its
obligations hereunder with respect to the Commitments being assigned. The
Administrative Agent shall maintain at its address specified in Exhibit
11.03 a copy of each Assignment Agreement delivered to and accepted by it
and a register in which it shall record the names and addresses of the
Banks and the Commitments of, and principal amount of the Loans owing to,
each Bank from time to time (the "REGISTER").

-136-

The entries in the Register shall be conclusive and binding for all
purposes, absent demonstrable error, and the Borrower, the Administrative
Agent and the Banks may treat each Person whose name is recorded in the
Register as a Bank hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Borrower, the
Administrative Agent or any Bank at any reasonable time and from time to
time upon reasonable prior notice.

(d) Each Bank may transfer, grant or assign participation in all
or any part of such Bank's Loans, Notes and/or Commitments hereunder
pursuant to this Section 11.04(d) to any Person; PROVIDED, HOWEVER, that
(i) such Bank shall remain a "Bank" for all purposes of this Agreement and
the transferee of such participation shall not constitute a Bank hereunder
and (ii) no participant under any such participation shall have rights to
approve any amendment to or waiver of this Agreement or any other Credit
Document except to the extent such amendment or waiver would (A) change the
scheduled final maturity date of any of the Loans, Notes, Revolving Loan
Commitments, Acquisition Term Loan Commitments or Supplemental Loan
Commitments in which such participant is participating or (B) reduce the
principal amount, interest rate or fees applicable to any of the Loans,
Notes or Revolving Loan Commitments in which such participant is
participating or postpone the payment of any interest or fees or (C)
release all or substantially all of the Collateral and PROVIDED, FURTHER,
that any participation pursuant to this Section 11.04(d) shall not result
in the Borrower paying additional amounts as of the time of such
participation pursuant to Section 1.10(e), 1.11 or 3.05. In the case of
any such participation, the participant shall not have any rights under
this Agreement or any of the other Credit Documents (the participant's
rights against the granting Bank in respect of such participation to be
those set forth in the agreement with such Bank creating such
participation) and all amounts payable by the Borrower hereunder shall be
determined as if such Bank had not sold such participation; PROVIDED,
HOWEVER, that such participant shall be considered to be a "Bank" for
purposes of Sections 11.02 and 11.06(b).

(e) The Agents and the Banks agree to keep confidential (and to
cause their respective officers, directors, employees, agents,
representatives and counsel to keep confidential) all information,
materials and documents furnished by any Credit Party to the Agents or any
Bank (the "INFORMATION"). Notwithstanding the foregoing the Agents and
each Bank shall be permitted to disclose Information (i) to such of its
officers, directors, employees, agents, representatives and counsel as need
to know such Information in connection with its participation in any of the
transactions contemplated hereby or the administration of this Agreement;
(ii) to the extent required by applicable laws and regulations or by any
subpoena or similar legal process, or requested by any governmental agency
or authority; (iii) to the extent such Information (A) becomes publicly
available other than as a result of a breach of this Agreement or any other
confidentiality agreement with respect thereto, (B) becomes available to
such Agent or such Bank on a non-confidential basis from a source other
than the Borrower or its

-137-

Subsidiaries, officers, directors, employees, agents or representatives
or (C) was available to such Agent or such Bank on a non-confidential
basis prior to its disclosure to the Agent or such Bank by the Borrower or
any of its Subsidiaries; (iv) to the extent the Borrower or any of its
Subsidiaries shall have consented to such disclosure in writing; (v) in
connection with the sale of any Collateral pursuant to the provisions of
any of the Security Documents; (vi) in connection with any litigation or
claim concerning enforcement of the Obligations or arising under this
Agreement or any Credit Document or any related agreement; or (vii)
pursuant to Section 11.04(b); PROVIDED, HOWEVER, that prior to any such
disclosure under Section 11.04(b), each prospective Eligible Assignee or
participant shall enter into a written agreement with the assigning or
selling Bank to preserve the confidentiality of any Information to the
extent set forth in this Section 11.04(e).

(f) If the Borrower shall: (i) as a result of the requirements of
Section 1.01(b) or 1.11 of this Agreement, be required to pay to any Bank
the additional amounts referred to in such Sections at any time when all of
the Banks have not requested payment of such amounts; (ii) as a result of
the requirements of Section 3.07, be required to pay any Bank the Taxes
referred to in Section 3.07, or (iii) as a result of the failure of any
Bank to make available to the Administrative Agent such Bank's ratable
portion of any Borrowing, be required to repay to the Administrative Agent
such corresponding amount pursuant to Section 1.04(b), then, in each such
case, (A) the Borrower shall be entitled to designate an Eligible Assignee
to replace such Bank, (B) such Bank shall execute and deliver to such
Eligible Assignee an Assignment Agreement with respect to such Bank's
entire interest under this Agreement and the Notes, and (C) upon the
execution by such Eligible Assignee of such Assignment Agreement and
compliance with the requirements of Section 11.04(c), such Eligible
Assignee shall succeed to all of such Bank's rights and duties under this
Agreement; PROVIDED, HOWEVER, that notwithstanding anything to the contrary
in this Agreement, the Borrower shall be responsible to pay any and all
out-of-pocket expenses of any Bank replaced by the Borrower pursuant to
this Section 11.04(f) or of the Administrative Agent incurred by such Bank
or by the Administrative Agent, in either case incurred in connection with
the Borrower's replacement of any Bank pursuant to this Section 11.04(f).

11.05. NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part of
the Administrative Agent or any Bank in exercising any right, power or privilege
hereunder or under any other Credit Document and no course of dealing between
any Credit Party and any Administrative Agent or any Bank shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power, or
privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder. The rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which any Administrative
Agent or any Bank would otherwise have. No notice to or demand on any Credit
Party in any case shall entitle any Credit Party to any other or further notice
or demand in similar or other circum-

-138-

stances or constitute a waiver of the rights of any Administrative Agent or
the Banks to any other or further action in any circumstances without notice
or demand.

11.06. PAYMENTS PRO RATA.

(a) The Administrative Agent agrees that promptly after its
receipt of each payment from or on behalf of any Credit Party in respect of
any Obligations of such Credit Party, it shall distribute such payment to
the Banks pro rata based upon their respective shares, if any, of the
Obligations with respect to which such payment was received and in
accordance with the provisions hereof as to the application of prepayments.

(b) Each of the Banks agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by
the exercise of the right of setoff or banker's lien, by counterclaim or
cross action, by the enforcement of any right under the Credit Documents,
or otherwise) which is applicable to the payment of the principal of, or
interest on, the Loans, of a sum which with respect to the related sum or
sums received by other Banks is in a greater proportion than the total of
such Obligations then owed and due to such Bank bears to the total of such
Obligations then owed and due to all of the Banks immediately prior to such
receipt, then such Bank receiving such excess payment shall purchase for
cash without recourse or warranty from the other Banks an interest in the
Obligations of the respective Credit Party to such Banks in such amount as
shall result in a proportional participation by all of the Banks in such
amount; PROVIDED, HOWEVER, that if all or any portion of such excess amount
is thereafter recovered from such Bank, such purchase shall be rescinded
and the purchase price restored to the extent of such recovery, but without
interest.

11.07. CALCULATIONS; COMPUTATIONS. Unless otherwise indicated, all
computations of interest and fees hereunder shall be made on the actual number
of days elapsed over a year of 365 days; PROVIDED, HOWEVER, that all
computations of Reserve Adjusted Eurodollar Loans and Commitment Fees shall be
made on the actual number of days elapsed over a year of 360 days.

11.08. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; SERVICE OF
PROCESS.

(a) This Agreement and the rights and obligations of the parties
hereunder shall be construed and enforced in accordance with and be
governed by the laws of the State of New York applicable to contracts made
and to be performed wholly therein, without giving effect to principles of
conflicts of law. Any legal action or proceeding with respect to this
Agreement or any other Credit Document may be brought in the courts of the
State of New York or the United States for the Southern District of New
York, and, by execution and delivery of this Agreement, each Credit Party
hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the non-exclusive jurisdiction of the
aforesaid courts. Each Credit Party designates and appoints

-139-

CT Corporation System, with an address at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ and such other persons as may hereafter be selected by the Credit
Parties and shall irrevocably agree in writing to so serve, as their
administrative agent to receive on their behalf, service of all process
in any such proceedings in any such court, such service being hereby
acknowledged by each Credit Party to be effective and binding service in
every respect. A copy of such process so served shall be mailed by
registered mail to any Credit Parties at the address provided for the
Borrower in Section 11.03 of this Agreement except that unless otherwise
provided by applicable law, any failure to mail such copy shall not affect
the validity of service of process. If any agent appointed by the Credit
Parties refuses to accept service, the Credit Parties hereby agree that
service upon them by mail shall constitute sufficient notice. Nothing
herein shall affect the right to serve process in any other manner
permitted by law or shall limit the right of the Administrative Agent to
bring proceedings against any Credit Party in the courts of any other
jurisdiction.

(b) Each party hereto hereby irrevocably waives any objection
which it may now or hereafter have to the laying of venue of any of the
aforesaid actions or proceedings arising out of or in connection with this
Agreement or any other Credit Document brought in the courts referred to in
Section 11.08(a) and hereby further irrevocably waives and agrees not to
plead or claim in any such court that any such action or proceeding brought
in any such court has been brought in an inconvenient forum.

11.09. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all of
which shall together constitute one and the same instrument. A set of
counterparts executed by all the parties hereto shall be lodged with the
Borrower and the Administrative Agent.

11.10. HEADINGS DESCRIPTIVE. The headings of the several Sections and
Subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

11.11. AMENDMENT OR WAIVER. Neither this Agreement nor any other Credit
Document nor any terms hereof or thereof may be changed, waived, discharged or
terminated unless such change, waiver, discharge or termination is in writing
signed by the Required Banks; PROVIDED, HOWEVER, that no such change, waiver,
discharge or termination shall, without the consent of each affected Bank and
the Administrative Agent, (a) extend the scheduled final maturity date of any
Loan, or any portion thereof, or reduce the rate or extend the time of payment
of interest thereon or fees or reduce the principal amount thereof, or increase
the Commitments of any Bank over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or of a mandatory
reduction in the Total Commitment shall not constitute a change in the terms of
any Commitment of any Bank), (b) release all or substantially all of the
Collateral (except as expressly permitted by the Credit Documents), (c) amend,
modify or waive

-140-

any provision of this Section, or Section 1.10, 1.11, 3.05, 8, 10.07, 11.01,
11.02, 11.04, 11.06, 11.07 or 11.12, (d) reduce any percentage specified in,
or otherwise modify, the definition of Required Banks or (e) consent to the
assignment or transfer by any Credit Party of any of its rights and
obligations under this Agreement. No provision of Section 11 may be amended
without the consent of the Administrative Agent.

11.12. SURVIVAL. All indemnities set forth herein including, without
limitation, in Section 1.11, 3.05, 9.07 or 11.01 shall survive the execution and
delivery of this Agreement and the making of the Loans, the repayment of the
Obligations and the termination of the Total Commitments.

11.13. DOMICILE OF LOANS. Each Bank may transfer and carry its Loans at,
to or for the account of any branch office, subsidiary or Affiliate of such
Bank; PROVIDED, HOWEVER, that any such transfer shall not result in the Borrower
paying additional amounts as of the time of such transfer pursuant to any
provision of any Credit Document.

11.14. WAIVER OF JURY TRIAL. Each of the parties to this Agreement hereby
irrevocably waives all rights to a trial by jury in any action, proceeding or
counterclaim arising out of or relating to this Agreement or the other Credit
Documents or the transactions contemplated hereby or thereby.

11.15. INDEPENDENCE OF COVENANTS. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or be otherwise within the limitation of, another covenant shall not avoid
the occurrence of a Default or an Event of Default if such action is taken or
condition exists.

11.16. REINSTATEMENT. If, at any time, all or part of any payment of the
Obligations made by the Borrower is rescinded or otherwise must be returned by
any Bank or the Administrative Agent for any reason whatsoever (including the
insolvency, bankruptcy or reorganization of the Borrower), this Agreement shall
be reinstated as to the Obligations which were satisfied by the payment to be
rescinded or returned, all as though such payment had not been made.

-141-

[Amended and Restated Credit Agreement]

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Agreement to be duly executed and delivered as of the date first above
written.

COLOR SPOT NURSERIES, INC.

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name:
Title:

CREDIT AGRICOLE INDOSUEZ
(formerly Banque Indosuez,
New York Branch)
as a Bank and as Administrative Agent

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: First Vice President

By: /s/ ▇▇▇▇▇▇▇▇ Fizanel
-------------------------------
Name: ▇▇▇▇▇▇▇▇ Fizanel
Title: First Vice President

IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY,
as a Bank and as Syndication Agent

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President

BANKBOSTON, N.A.
as a Bank and as Documentation Agent

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Division Executive

FIRST SOURCE FINANCIAL LLP,
an Illinois registered limited liability partnership
By: First Source Financial, Inc., its manager

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President

CREDITANSTALT-BANKVEREIN

By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President

By /s/ ▇▇▇▇▇▇ ▇'▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇'▇▇▇▇
Title: Chief Executive Officer

THE ING CAPITAL SENIOR SECURED
HIGH INCOME FUND, L.P.

By ING Capital Advisors, Inc.
as Investment Advisor

By: /s/ [ILLEGIBLE]
---------------------------
Name:
Title:

COMMERCIAL LOAN FUNDING
TRUST I

By: ▇▇▇▇▇▇ Commercial Paper, Inc.,
not in its individual capacity but as
Administrative Agent

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory

-143-

ING HIGH INCOME PRINCIPAL
PRESERVATION OFFERING, L.P.

By: ING Capital Advisers, Inc.,
its Investment Advisor

By: /s/ [ILLEGIBLE]
---------------------------
Name:
Title:

Total Revolving Loan Commitment: $40,000,000
Total Acquisition Term Loan Commitment: $75,000,000
Total Supplemental Loan Commitment: $35,000,000

-144-

SCHEDULE A

LIST OF BANKS

Credit Agricole Indosuez
IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Co.
BankBoston, N.A.

ASSIGNEE BANKS

First Source Financial, LLP
Creditanstalt-Bankverein
The ING Capital Senior Secured High Income Fund, L.P.
Indosuez Capital Funding II, Limited
Indosuez Capital Funding III, Limited
Commercial Loan Funding Trust I
ING High Income Principal Preservation Offering, L.P.

SCHEDULE 11.03

BANK ADDRESSES

Mat ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Credit Agricole Indosuez IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Co. BankBoston, N.A.
1211 Avenue of the Americas ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
7th Floor New York, New York 10004 ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

* * * * * *

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Commercial Loan Funding Trust I Creditanstalt-Bankverein
▇▇▇▇▇▇ Brothers 4 Embarcadero Center
Three World Financial Center, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
The ING Capital Senior Secured First Source Financial, Inc.
High Income Fund, L.P. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇
ING High Income Principal ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Preservation Offering, L.P.
ING Capital Advisors, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 24, 1997 CREDIT AGRICOLE INDOSUEZ, as Administrative Agent,

Document Metadata

Document Metadata

Table of Contents