AMONG TRAMMELL CROW COMPANY AS BORROWER, THE LENDERS LISTED HEREIN, AS LENDERS, BANKERS TRUST COMPANY, AS AGENT TRAMMELL CROW COMPANY CREDIT AGREEMENT

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▇▇▇▇▇▇▇▇ ▇▇▇▇ COMPANY

CREDIT AGREEMENT

DATED AS OF AUGUST 18, 1997

AMONG

▇▇▇▇▇▇▇▇ ▇▇▇▇ COMPANY
AS BORROWER,

THE LENDERS LISTED HEREIN,
AS LENDERS,

BANKERS TRUST COMPANY,
AS AGENT

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▇▇▇▇▇▇▇▇ ▇▇▇▇ COMPANY

CREDIT AGREEMENT

TABLE OF CONTENTS

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SECTION 1. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Certain Defined Terms. . . . . . . . . . . . . . . . . . . . . . 1
1.2 Accounting Terms; Utilization of GAAP for Purposes of
Calculations Under Agreement . . . . . . . . . . . . . . . . . . 21
1.3 Other Definitional Provisions. . . . . . . . . . . . . . . . . . 21

SECTION 2. AMOUNTS AND TERMS OF COMMITMENTS AND LOANS . . . . . . . . . . . 21
2.1 Commitments; Making of Loans; the Register; Optional Notes . . . 21
2.2 Interest on the Loans. . . . . . . . . . . . . . . . . . . . . . 24
2.3 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
2.4 Scheduled Payments, Prepayments and Reductions . . . . . . . . . 28
2.5 Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . 30
2.6 Special Provisions Governing Eurodollar Rate Loans . . . . . . . 30
2.7 Increased Costs; Taxes; Capital Adequacy . . . . . . . . . . . . 32
2.8 Obligation of Lenders to Mitigate. . . . . . . . . . . . . . . . 36
2.9 Security for the Loans . . . . . . . . . . . . . . . . . . . . . 37

SECTION 3. CONDITIONS TO LOANS. . . . . . . . . . . . . . . . . . . . . . . 38
3.1 Conditions to Loans. . . . . . . . . . . . . . . . . . . . . . . 38

SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . 42
4.1 Organization, Powers, Qualification, Good Standing, Business and
Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . 42
4.2 Authorization of Borrowing, etc. . . . . . . . . . . . . . . . . 43
4.3 Financial Condition. . . . . . . . . . . . . . . . . . . . . . . 44
4.4 No Material Adverse Change; No Restricted Junior Payments. . . . 45
4.5 Title to Properties; Liens . . . . . . . . . . . . . . . . . . . 45
4.6 Litigation; Adverse Facts. . . . . . . . . . . . . . . . . . . . 45
4.7 Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . 45
4.8 Performance of Agreements; Materially Adverse Agreements . . . . 46
4.9 Governmental Regulation. . . . . . . . . . . . . . . . . . . . . 46
4.10 Securities Activities. . . . . . . . . . . . . . . . . . . . . . 46
4.11 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . 46
4.12 Certain Fees . . . . . . . . . . . . . . . . . . . . . . . . . . 47
4.13 Environmental Protection . . . . . . . . . . . . . . . . . . . . 47
4.14 Employee Matters . . . . . . . . . . . . . . . . . . . . . . . . 48
4.15 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

(i)

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4.16 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
4.17 Security Interests . . . . . . . . . . . . . . . . . . . . . . . 48

SECTION 5. COMPANY'S AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . 49
5.1 Financial Statements and Other Reports . . . . . . . . . . . . . 49
5.2 Corporate Existence, etc.. . . . . . . . . . . . . . . . . . . . 53
5.3 Payment of Taxes and Claims; Tax Consolidation . . . . . . . . . 53
5.4 Maintenance of Properties; Insurance . . . . . . . . . . . . . . 54
5.5 Inspection; Lender Meeting . . . . . . . . . . . . . . . . . . . 54
5.6 Compliance with Laws, etc. . . . . . . . . . . . . . . . . . . . 54
5.7 Environmental Disclosure and Inspection. . . . . . . . . . . . . 55
5.8 Company's Remedial Action Regarding Hazardous Materials. . . . . 56
5.9 Collateral Documents; Further Assurances . . . . . . . . . . . . 56
5.10 New Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . 56

SECTION 6. COMPANY'S NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . 57
6.1 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . 57
6.2 Liens and Related Matters. . . . . . . . . . . . . . . . . . . . 58
6.3 Investments; Joint Ventures. . . . . . . . . . . . . . . . . . . 59
6.4 Contingent Obligations . . . . . . . . . . . . . . . . . . . . . 59
6.5 Restricted Junior Payments . . . . . . . . . . . . . . . . . . . 60
6.6 Financial Covenants. . . . . . . . . . . . . . . . . . . . . . . 60
6.7 Restriction on Fundamental Changes; Asset Sales and Acquisitions 61
6.8 Consolidated Capital Expenditures. . . . . . . . . . . . . . . . 62
6.9 Sales and Lease-Backs. . . . . . . . . . . . . . . . . . . . . . 62
6.10 Sale or Discount of Receivables. . . . . . . . . . . . . . . . . 62
6.11 Transactions with Shareholders and Affiliates. . . . . . . . . . 62
6.12 Conduct of Business. . . . . . . . . . . . . . . . . . . . . . . 62

SECTION 7. EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . 63
7.1 Failure to Make Payments When Due. . . . . . . . . . . . . . . . 63
7.2 Default in Other Agreements. . . . . . . . . . . . . . . . . . . 63
7.3 Breach of Certain Covenants. . . . . . . . . . . . . . . . . . . 63
7.4 Breach of Warranty . . . . . . . . . . . . . . . . . . . . . . . 63
7.5 Other Defaults Under Loan Documents. . . . . . . . . . . . . . . 64
7.6 Involuntary Bankruptcy; Appointment of Receiver, etc.. . . . . . 64
7.7 Voluntary Bankruptcy; Appointment of Receiver, etc.. . . . . . . 64
7.8 Judgments and Attachments. . . . . . . . . . . . . . . . . . . . 65
7.9 Dissolution. . . . . . . . . . . . . . . . . . . . . . . . . . . 65
7.10 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . 65
7.11 Change in Control. . . . . . . . . . . . . . . . . . . . . . . . 65
7.12 Invalidity of Guaranty . . . . . . . . . . . . . . . . . . . . . 65

(ii)

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7.13 Failure of Security. . . . . . . . . . . . . . . . . . . . . . . 65

SECTION 8. AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
8.1 Appointment. . . . . . . . . . . . . . . . . . . . . . . . . . . 67
8.2 Powers; General Immunity . . . . . . . . . . . . . . . . . . . . 67
8.3 Representations and Warranties; No Responsibility For Appraisal
of Creditworthiness. . . . . . . . . . . . . . . . . . . . . . . 68
8.4 Right to Indemnity . . . . . . . . . . . . . . . . . . . . . . . 69
8.5 Successor Agent. . . . . . . . . . . . . . . . . . . . . . . . . 69
8.6 Collateral Documents . . . . . . . . . . . . . . . . . . . . . . 69

SECTION 9. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . 70
9.1 Assignments and Participations in Loans. . . . . . . . . . . . . 70
9.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
9.3 Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
9.4 Ratable Sharing. . . . . . . . . . . . . . . . . . . . . . . . . 73
9.5 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . 74
9.6 Independence of Covenants. . . . . . . . . . . . . . . . . . . . 74
9.7 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
9.8 Survival of Representations, Warranties and Agreements . . . . . 75
9.9 Failure or Indulgence Not Waiver; Remedies Cumulative. . . . . . 75
9.10 Marshalling; Payments Set Aside. . . . . . . . . . . . . . . . . 75
9.11 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . 76
9.12 Obligations Several; Independent Nature of Lenders' Rights . . . 76
9.13 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
9.14 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . 76
9.15 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . 76
9.16 Consent to Jurisdiction and Service of Process . . . . . . . . . 77
9.17 Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . 77
9.18 Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . 78
9.19 Counterparts; Effectiveness. . . . . . . . . . . . . . . . . . . 78

Signature pages S-1

(iii)

EXHIBITS

I. FORM OF NOTICE OF BORROWING
II. FORM OF NOTICE OF CONVERSION/CONTINUATION
III. FORM OF NOTE
IV. FORM OF COMPLIANCE CERTIFICATE
V. FORM OF OPINION OF ▇▇▇▇▇▇ & ELIKINS L.L.P.
VI. FORM OF OPINION OF O'MELVENY & ▇▇▇▇▇ LLP
VII. FORM OF ASSIGNMENT AGREEMENT
VIII. FORM OF CERTIFICATE RE NON-BANK STATUS
IX. FORM OF PLEDGE AGREEMENT - COMPANY
X. FORM OF PLEDGE AGREEMENT - SUBSIDIARIES
XI. FORM OF SUBSIDIARY GUARANTY
XII. FORM OF NOTE PURCHASE AGREEMENT

SCHEDULES

1.1 EXISTING PLEDGED NOTES
2.1 LENDERS' COMMITMENTS AND PRO RATA SHARES
4.1D SUBSIDIARIES OF COMPANY
4.1E SIGNIFICANT SUBSIDIARIES
4.6 LITIGATION
4.11 CERTAIN EMPLOYEE BENEFIT PLANS
4.13 ENVIRONMENTAL MATTERS
6.1 CERTAIN EXISTING INDEBTEDNESS
6.2 CERTAIN EXISTING LIENS
6.3 CERTAIN EXISTING INVESTMENTS
6.4 CERTAIN EXISTING CONTINGENT OBLIGATIONS
6.11 CERTAIN AFFILIATE TRANSACTIONS

(iv)

▇▇▇▇▇▇▇▇ ▇▇▇▇ COMPANY

CREDIT AGREEMENT

This CREDIT AGREEMENT is dated as of August 18, 1997 and
entered into by and among ▇▇▇▇▇▇▇▇ ▇▇▇▇ COMPANY, a Texas corporation
("COMPANY"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF
(each individually referred to herein as a "LENDER" and collectively as
"LENDERS"), and BANKERS TRUST COMPANY ("BANKERS"), as agent for Lenders (in
such capacity, "AGENT").

R E C I T A L S

WHEREAS, Company desires that Lenders extend certain credit
facilities to Company in an aggregate principal amount of $35,000,000 which
will be used (i) to finance the acquisition of Doppelt & Company, (ii) to
refinance up to $6,975,000 of extensions of credit outstanding under the
Existing Credit Agreement (as defined below), and (iii) for Permitted
Acquisitions (as defined below);

WHEREAS, Company and its Significant Subsidiaries (as defined
below) desire to secure all the Obligations by granting to Agent, for the
benefit of Agent and Lenders, a first priority pledge of certain of the
capital stock of Company and all of the capital stock, partnership interests
and limited liability company interests of Company in its Significant
Subsidiaries, and of such Significant Subsidiaries in other Significant
Subsidiaries (other than the partnership interests in the the Texas
Partnerships, as defined below); and

WHEREAS, all the Significant Subsidiaries of Company desire to
guaranty all of the Obligations of Company;

NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, Company, Lenders and
Agent agree as follows:

SECTION 1. DEFINITIONS

1.1 CERTAIN DEFINED TERMS.

The following terms used in this Agreement shall have the
following meanings:

"ADJUSTED EURODOLLAR RATE" means, for any Interest Rate
Determination Date with respect to an Interest Period for a Eurodollar Rate
Loan, the rate per annum obtained by DIVIDING (i) the offered quotation
(rounded upward to the nearest 1/16 of one percent) to first class banks in
the interbank Eurodollar market by Bankers for U.S. dollar deposits of
amounts

in same day funds comparable to the principal amount of the Eurodollar Rate
Loan of Bankers for which the Adjusted Eurodollar Rate is then being
determined with maturities comparable to such Interest Period as of
approximately 10:00 a.m. (New York time) on such Interest Rate Determination
Date BY (ii) a percentage equal to 100% MINUS the stated maximum rate of all
reserve requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) applicable on such Interest Rate
Determination Date 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).

"AFFECTED LENDER" has the meaning assigned to that term in
subsection 2.6C.

"AFFILIATE", as applied to any Person, means any other Person
directly or indirectly controlling, controlled by, or under common control
with, that Person. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling", "controlled
by" and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities or by contract or otherwise.

"AGENT" has the meaning assigned to that term in the
introduction to this Agreement and also means and includes any successor
Agent appointed pursuant to subsection 8.5.

"AGREEMENT" means this Credit Agreement dated as of August 18,
1997, as it may be amended, supplemented or otherwise modified from time to
time in accordance with subsection 9.5.

"APPLICABLE BASE RATE MARGIN" means, as at any date of
determination, a percentage per annum determined by the Level in effect on
such date as shown below:

LEVEL APPLICABLE BASE RATE MARGIN
----- ---------------------------
Level I 0.750%
Level II 0.500%
Level III 0.250%
Level IV 0.000%
Level V 0.000%

"APPLICABLE EURODOLLAR RATE MARGIN" means, as at any date of
determination, a percentage per annum determined by the Level in effect on
such date as shown below:

LEVEL APPLICABLE EURODOLLAR RATE MARGIN
----- ---------------------------------
Level I 1.750%
Level II 1.500%
Level III 1.250%
Level IV 1.000%
Level V 0.625%

"ASSET SALE" means the sale by Company or any of its Subsidiaries
to any Person other than Company or any of its wholly-owned Subsidiaries of
(i) any of the stock, partnership interests or limited liability company
interests, as the case may be, of any of Company's Subsidiaries, (ii)
substantially all of the assets of any division or line of business of
Company or any of its Subsidiaries, or (iii) any other assets (whether
tangible or intangible) of Company or any of its Subsidiaries outside of the
ordinary course of business EXCLUDING (y) any such other assets to the extent
that the aggregate value of such assets sold in any single transaction or
related series of transactions is equal to $1,000,000 or less and (z) any
Development Properties.

"ASSIGNMENT AGREEMENT" means an Assignment Agreement in
substantially the form of EXHIBIT VII annexed hereto.

"BANKERS" has the meaning assigned to that term in the
introduction to this Agreement.

"BANKRUPTCY CODE" means Title 11 of the United States Code
entitled "Bankruptcy", as now and hereafter in effect, or any successor
statute.

"BASE RATE" means, at any time, the higher of (x) the Prime
Rate or (y) the rate which is 1/2 of 1% in excess of the Federal Funds
Effective Rate.

"BASE RATE LOANS" means Loans bearing interest at rates
determined by reference to the Base Rate as provided in subsection 2.2A.

"BUSINESS DAY" means any day excluding Saturday, Sunday and
any day which is a legal holiday under the laws of the State of New York or
is a day on which banking institutions located in such state are authorized
or required by law or other governmental action to close.

"CALIBER PROGRAM" means the lease procurement program between
Company and Caliber Logistics, Inc., by which Company will lease certain
facilities for the benefit of Caliber Logistics, Inc. and provide certain
additional real estate services.

"CAPITAL LEASE", as applied to any Person, means any lease of
any property (whether real, personal or mixed) by that Person as lessee that,
in conformity with GAAP, is accounted for as a capital lease on the balance
sheet of that Person.

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

"CASH EQUIVALENTS" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed
as to interest and principal by the United States Government or (b) issued by
any agency of the United States the obligations of which are backed by the
full faith and credit of the United States, in each case maturing within one
year after such date; (ii) marketable direct obligations issued by any state
of the United States of America or any political subdivision of any such
state or any public instrumentality thereof, in each case maturing within one
year after such date and having, at the time of the acquisition thereof, the
highest rating obtainable from either Standard & Poor's Corporation ("S&P")
or ▇▇▇▇▇'▇ Investors Service, Inc. ("MOODY'S"); (iii) commercial paper
maturing no more than one year from the date of creation thereof and having,
at the time of the acquisition thereof, a rating of at least A-1 from S&P or
at least P-1 from Moody's; (iv) certificates of deposit or bankers'
acceptances maturing within one year after such date and issued or accepted
by any Lender or by any commercial bank organized under the laws of the
United States of America or any state thereof or the District of Columbia
that (a) is at least "adequately capitalized" (as defined in the regulations
of its primary Federal banking regulator) and (b) has Tier 1 capital (as
defined in such regulations) of not less than $100,000,000; and (v) shares of
any money market mutual fund that (a) has at least 95% of its assets invested
continuously in the types of investments referred to in clauses (i) and (ii)
above, (b) has net assets of not less than $500,000,000, and (c) has the
highest rating obtainable from either S&P or Moody's.

"CASH PROCEEDS" means, with respect to any Asset Sale, Cash
payments (including any Cash received by way of deferred payment pursuant to,
or monetization of, a note receivable or otherwise, but only as and when so
received) received from such Asset Sale.

"CERTIFICATE RE NON-BANK STATUS" means a certificate
substantially in the form of EXHIBIT VIII annexed hereto delivered by a
Lender to Agent pursuant to subsection 2.7B(iii).

"CHANGE OF CONTROL" means any of (a) prior to a bona fide
underwritten initial public offering of Company Common Stock, the failure at
any time of Crow Family Partnership L.P. and ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
(collectively, the "PERMITTED HOLDERS") to own and control at least 40% of
the issued and outstanding shares of capital stock of Company entitled
(without regard to the occurrence of any contingency) to vote for the
election of members of the Board of Directors of Company ("COMPANY VOTING
STOCK"), or (b) after a

bona fide underwritten initial public offering of Company Common Stock, the
acquisition, in one or more transactions, of beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act) by (i) any person or entity
(other than any Permitted Holder) or (ii) any group of persons or entities
(excluding any Permitted Holders) who constitute a group (within the meaning
of Section 13(d)(3) of the Exchange Act), in either case, of any Company
Voting Stock such that, as a result of such acquisition, such person, entity
or group beneficially owns (within the meaning of Rule 13d-3 under the
Exchange Act), directly or indirectly, 30% or more of Company Voting Stock
then outstanding (but only to the extent that such beneficial ownership is
not shared with any Permitted Holder who has the power to direct the vote
thereof); PROVIDED, HOWEVER, that no such Change of Control shall be deemed
to have occurred if (A) the Permitted Holders beneficially own, in the
aggregate, at such time, a greater percentage of Company Voting Stock than
such other person, entity or group or (B) at the time of such acquisition,
the Permitted Holders (or any of them) possess the ability (by contract or
otherwise) to elect, or cause the election, of a majority of the members of
Company's Board of Directors.

"CLOSING DATE" means the date on or before August 20, 1997, on
which the conditions set forth in subsection 3.1 are satisfied and the Loans
are made.

"COLLATERAL" means (i) all of the capital stock, partnership
interests or limited liability company interests, as the case may be, held by
Company in its Significant Subsidiaries, (ii) any or all intercompany
Indebtedness of Company's Subsidiaries owing to Company, (iii) all of the
capital stock, partnership interests or limited liability company interests,
as the case may be, held by Significant Subsidiaries in other Significant
Subsidiaries (other than the partnership interests in the Texas Partnerships)
and (iv) the Indebtedness of the Pledging Shareholders under the Existing
Pledged Notes, and all interests of Company under the Investor Pledge
Agreements, including the pledge of the capital stock in Company of the
Pledging Shareholders thereunder, in each case subject to a Lien pursuant to
the Collateral Documents.

"COLLATERAL DOCUMENTS" means all pledge agreements,
assignments, financing and continuation statements and all other instruments
or documents delivered by Company, or any Significant Subsidiary of Company
pursuant to this Agreement (including but not limited to the Pledge
Agreements) in order to grant to Agent on behalf of Lenders, Liens on the
capital stock or other evidence of beneficial ownership of Company, and its
Significant Subsidiaries (other than the partnership interests in the Texas
Partnerships), and on the Indebtedness of Pledging Shareholders to Company
under the Existing Pledged Notes and intercompany Indebtedness of Company's
Subsidiaries owing to Company, and all amendments, modifications and
supplements thereto.

"COMMITMENTS" means the commitments of Lenders to make Loans
as set forth in subsection 2.1A.

"COMPANY" has the meaning assigned to that term in the
introduction to this Agreement.

"COMPANY COMMON STOCK" means the common stock of Company,
$0.01 par value per share.

"COMPANY SHAREHOLDERS AGREEMENT" means the Fourth Amended and
Restated Shareholders Agreement, dated as of August 26, 1996, by and among
Company, the Pledging Shareholders, the Permitted Holders and such
shareholders' respective spouses.

"COMPLIANCE CERTIFICATE" means a certificate substantially in
the form of EXHIBIT IV annexed hereto delivered to Agent and Lenders by
Company pursuant to subsection 5.1(iv).

"CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the
sum of (i) the aggregate of all expenditures (whether paid in Cash or other
consideration or accrued as a liability and including that portion of Capital
Leases which is capitalized on the consolidated balance sheet of Company and
its Subsidiaries) by Company and its Subsidiaries during that period that, in
conformity with GAAP, are included in "additions to property, plant or
equipment" or comparable items reflected in the consolidated statement of
cash flows of Company and its Subsidiaries PLUS (ii) to the extent not
covered by clause (i) of this definition, the aggregate of all expenditures
by Company and its Subsidiaries during that period to acquire (by purchase or
otherwise) the business, property or fixed assets of any Person, or that
portion of the purchase price of the stock or other evidence of beneficial
ownership of any Person attributable to long-term assets that, as a result of
such acquisition, becomes a Subsidiary of Company; PROVIDED THAT
"Consolidated Capital Expenditures" shall not include Permitted Development
Expenditures.

"CONSOLIDATED ADJUSTED EBITDA" means, for any period, the sum
of the amounts for such period of (i) Consolidated Net Income, (ii)
Consolidated Interest Expense, (iii) provisions for taxes based on income,
(iv) total depreciation expense, (v) total amortization expense, and (vi)
other non-cash items reducing Consolidated Net Income LESS other non-cash
items increasing Consolidated Net Income, all of the foregoing as determined
on a consolidated basis for Company and its Subsidiaries in conformity with
GAAP; PROVIDED, HOWEVER, that "Consolidated Adjusted EBITDA" shall not
include earnings generated from the ownership and sale of Development
Properties and shall not be reduced by expenses incurred by Company with
respect to Company's profit sharing plan.

"CONSOLIDATED INTEREST EXPENSE" means, for any period, total
interest expense (including that portion attributable to Capital Leases in
accordance with GAAP and capitalized interest) of Company and its
Subsidiaries on a consolidated basis with respect to all outstanding
Indebtedness of Company and its Subsidiaries, including, without limitation,
all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers'

acceptance financing and net costs under Interest Rate Agreements, but
excluding, however, any amounts referred to in subsection 2.3 payable to
Agent on or before the Closing Date.

"CONSOLIDATED NET INCOME" means, for any period, the net
income (or loss) of Company and its Subsidiaries on a consolidated basis for
such period taken as a single accounting period determined in conformity with
GAAP; PROVIDED that there shall be excluded (i) the income (or loss) of any
Person (other than a Subsidiary of Company) in which any other Person (other
than Company or any of its Subsidiaries) has a joint interest, except to the
extent of the amount of dividends or other distributions actually paid to
Company or any of its Subsidiaries by such Person during such period, (ii)
the income (or loss) of any Person accrued prior to the date it becomes a
Subsidiary of Company or is merged into or consolidated with Company or any
of its Subsidiaries or that Person's assets are acquired by Company or any of
its Subsidiaries, (iii) the income of any Subsidiary of Company to the extent
that the declaration or payment of dividends or similar distributions by that
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 (other than statutes restricting the making of dividends or
distributions on stock generally), rule or governmental regulation applicable
to that Subsidiary, (iv) any after-tax gains or losses attributable to Asset
Sales or returned surplus assets of any Pension Plan, (v) any costs and
expenses incurred in connection with the execution and delivery of this
Agreement and the closing of the transactions contemplated hereby, and (vi)
(to the extent not included in clauses (i) through (v) above) any net
extraordinary gains or net non-cash extraordinary losses. "Consolidated Net
Income" shall not be reduced by royalty payments made to Crow Family
Partnership, L.P. or ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇, or any of their respective assigns
and shall not include earnings generated from the sale of, or income from,
Development Properties.

"CONSOLIDATED NET WORTH" means, as at any date of
determination, the sum of total assets of Company and its Subsidiaries on a
consolidated basis plus deferred compensation balances less total liabilities
of Company and Subsidiaries on a consolidated basis determined in accordance
with GAAP.

"CONSOLIDATED TOTAL DEBT" means, as at any date of
determination, the aggregate stated balance sheet amount of all Indebtedness
of Company and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP.

"CONTINGENT OBLIGATION", as applied to any Person, means any
direct or indirect liability, contingent or otherwise, of that Person (i)
with respect to any Indebtedness, lease, dividend or other obligation of
another if the primary purpose or intent thereof by the Person incurring the
Contingent Obligation is to provide assurance to the obligee of such
obligation of another that such obligation of another will be paid or
discharged, or that any agreements relating thereto will be complied with, or
that the holders of such obligation will be protected (in whole or in part)
against loss in respect thereof, (ii) with respect to any letter of credit
issued for the account of that Person or as to which that Person is otherwise
liable for reimbursement of drawings, or (iii) under Interest Rate Agreements
and Currency Agreements.

Contingent Obligations shall include, without limitation, (a) the direct or
indirect guaranty, endorsement (otherwise than for collection or deposit in
the ordinary course of business), co-making, discounting with recourse or
sale with recourse by such Person of the obligation of another, (b) the
obligation to make take-or-pay or similar payments if required regardless of
non-performance by any other party or parties to an agreement, and (c) any
liability of such Person for the obligation of another through any agreement
(contingent or otherwise) (X) to purchase, repurchase or otherwise acquire
such obligation or any security therefor, or to provide funds for the payment
or discharge of such obligation (whether in the form of loans, advances,
stock purchases, capital contributions or otherwise) or (Y) to maintain the
solvency or any balance sheet item, level of income or financial condition of
another if, in the case of any agreement described under subclauses (X) or
(Y) of this sentence, the primary purpose or intent thereof is as described
in the preceding sentence. The amount of any Contingent Obligation shall be
equal to the amount of the obligation so guaranteed or otherwise supported
or, if less, the amount to which such Contingent Obligation is specifically
limited.

"CONTRACTUAL OBLIGATION", as applied to any Person, means any
provision of any Security issued by that Person or of any material indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument
to which that Person is a party or by which it or any of its properties is
bound or to which it or any of its properties is subject.

"CURRENCY AGREEMENT" means any foreign exchange contract,
currency swap agreement, futures contract, option contract, synthetic cap or
other similar agreement or arrangement designed to protect Company or any of
its Subsidiaries against fluctuations in currency values.

"DELAYED-DRAW LOANS" means a portion of the Loans, in an
aggregate amount not to exceed $5,000,000, that may be borrowed by Company on
a one-time basis on a single Funding Date at any time during the period
commencing on the Closing Date and ending on the 90th day thereafter, for the
sole purpose of making Permitted Acquisitions.

"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.

"DEVELOPMENT PROPERTIES" means real property acquired by
Company or its Subsidiaries for development and subsequent sale.

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

"DOPPELT" means Doppelt & Company, an Ohio corporation.

"DOPPELT ACQUISITION" means the acquisition by Company through
its subsidiary ▇▇▇▇▇▇▇▇ ▇▇▇▇ Retail Services, Inc., of all the assets of
Doppelt.

"DOPPELT ACQUISITION AGREEMENT" means that certain Asset
Acquisition Agreement between Company and Doppelt, dated as of July 31, 1997.

"ELIGIBLE ASSIGNEE" means (A) (i) a commercial bank organized
under the laws of the United States or any state thereof; (ii) a savings and
loan association or savings bank organized under the laws of the United
States or any state thereof; (iii) a commercial bank organized under the laws
of any other country or a political subdivision thereof; PROVIDED that (x)
such bank is acting through a branch or agency located in the United States
or (y) such bank is organized under the laws of a country that is a member of
the Organization for Economic Cooperation and Development or a political
subdivision of such country; and (iv) any other entity which is an
"accredited investor" (as defined in Regulation D under the Securities Act)
which extends credit or buys loans as one of its businesses including, but
not limited to, insurance companies, mutual funds and lease financing
companies; PROVIDED that no Affiliate of Company shall be an Eligible
Assignee.

"EMPLOYEE BENEFIT PLAN" means any "employee benefit plan" as
defined in Section 3(3) of ERISA, other than plans that are exempt from ERISA
by reason of the regulations promulgated thereunder and Multiemployer Plans,
which is, or was at any time, maintained or contributed to by Company or any
of its ERISA Affiliates.

"ENVIRONMENTAL CLAIM" means any notice of violation, claim,
demand, abatement order or other order or direction by any governmental
authority or any Person for any damage, including, without limitation,
personal injury (including sickness, disease or death), tangible or
intangible property damage, contribution, indemnity, indirect or
consequential damages, damage to the environment, nuisance, pollution,
contamination or other adverse effects on the environment, or for fines,
penalties or restrictions, in each case relating to, resulting from or in
connection with Hazardous Materials and relating to Company, any of its
Subsidiaries, any of their respective Affiliates or any Facility.

"ENVIRONMENTAL LAWS" means all federal, state or local
statutes, ordinances, orders, rules, regulations, plans or decrees and the
like relating to (i) environmental matters, including, without limitation,
those relating to fines, injunctions, penalties, damages, contribution, cost
recovery compensation, losses or injuries resulting from the Release or
threatened Release of Hazardous Materials, (ii) the generation, use, storage,
transportation or disposal of Hazardous Materials, or (iii) occupational
safety and health, industrial hygiene, land use or the protection of human,
plant or animal health or welfare, in any manner applicable to Company or any
of its Subsidiaries or any of their respective properties.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and any successor statute.

"ERISA AFFILIATE", as applied to any Person, means (i) any
corporation which is a member of a controlled group of corporations within
the meaning of Section 414(b) of the Internal Revenue Code of which that
Person is a member; (ii) any trade or business (whether

or not incorporated) which is a member of a group of trades or businesses
under common control within the meaning of Section 414(c) of the Internal
Revenue Code of which that Person is a member; and (iii) any member of an
affiliated service group within the meaning of Section 414(m) or (o) of the
Internal Revenue Code of which that Person, any corporation described in
clause (i) above or any trade or business described in clause (ii) above is a
member.

"ERISA EVENT" means (i) a "reportable event" within the
meaning of Section 4043 of ERISA and the regulations issued thereunder with
respect to any Pension Plan (excluding those for which the provision for
30-day notice to the PBGC has been waived by regulation); (ii) the failure to
meet the minimum funding standard in a material amount of Section 412 of the
Internal Revenue Code with respect to any Pension Plan (whether or not waived
in accordance with Section 412(d) of the Internal Revenue Code) or the
failure to make by its due date a required installment in a material amount
under Section 412(m) of the Internal Revenue Code with respect to any Pension
Plan or the failure to make any required contribution in a material amount to
a Multiemployer Plan; (iii) the provision by the administrator of any Pension
Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to
terminate such plan in a distress termination described in Section 4041(c) of
ERISA; (iv) the withdrawal by Company or any of its ERISA Affiliates from any
Pension Plan with two or more contributing sponsors or the termination of any
such Pension Plan resulting in a material amount of liability pursuant to
Sections 4063 or 4064 of ERISA; (v) the institution by the PBGC of
proceedings to terminate any Pension Plan, or the occurrence of any event or
condition which constitutes grounds under ERISA for the termination of, or
the appointment of a trustee to administer, any Pension Plan; (vi) the
imposition of a material amount of liability on Company or any of its ERISA
Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the
application of Section 4212(c) of ERISA; (vii) the withdrawal by Company or
any of its ERISA Affiliates in a complete or partial withdrawal (within the
meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if
such withdrawal would result in a material amount of liability to Company or
an ERISA Affiliate, or the receipt by Company or any of its ERISA Affiliates
of notice from any Multiemployer Plan that it is in reorganization or
insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to
terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the
occurrence of an act or omission which could give rise to the imposition on
Company or any of its ERISA Affiliates of a material amount of fines,
penalties, taxes or related charges under Chapter 43 of the Internal Revenue
Code or under Section 409 or 502(c), (i) or (l) or 4071 of ERISA in respect
of any Employee Benefit Plan; (ix) the assertion of a claim (other than
routine claims for benefits) that could result in a material amount of
liability against any Employee Benefit Plan other than a Multiemployer Plan
or the assets thereof, or against Company or any of its ERISA Affiliates in
connection with any such Employee Benefit Plan; (x) receipt from the Internal
Revenue Service of notice of the failure of any Pension Plan (or any other
Employee Benefit Plan intended to be qualified under Section 401(a) of the
Internal Revenue Code) to qualify under Section 401(a) of the Internal
Revenue Code, or the failure of any trust forming part of any Pension Plan to
qualify for exemption from taxation under Section 501(a) of the Internal
Revenue Code; or

(xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the
Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

"EURODOLLAR RATE LOANS" means Loans bearing interest at rates
determined by reference to the Adjusted Eurodollar Rate as provided in
subsection 2.2A.

"EVENT OF DEFAULT" means each of the events set forth in
Section 7.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute.

"EXISTING CREDIT AGREEMENT" means that certain Credit
Agreement dated as of August 26, 1996, between Company and First Tennessee
Bank National Association, as it may have been amended or otherwise modified
through the date of this Agreement.

"EXISTING PLEDGED NOTES" means those certain notes listed on
SCHEDULE 1.1 annexed hereto, issued by Pledging Shareholders to Company,
which Company shall assign to Agent on behalf of Lenders pursuant to the
Pledge Agreement to be executed and delivered by Company on or prior to the
Closing Date, substantially in the form of Exhibit IX.

"FACILITIES" means any and all real property (including,
without limitation, all buildings, fixtures or other improvements located
thereon) now, hereafter or heretofore owned, leased or operated by Company or
any of its Subsidiaries.

"FEDERAL FUNDS EFFECTIVE RATE" means, for any period, a
fluctuating interest rate equal for each day during such period to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of
the quotations for such day on such transactions received by Agent from three
Federal funds brokers of recognized standing selected by Agent.

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

"FISCAL YEAR" means the fiscal year of Company and its
Subsidiaries ending on December 31 of each calendar year. For purposes of
this Agreement, any particular Fiscal Year shall be designated by reference
to the calendar year in which such Fiscal Year ends.

"FUNDING AND PAYMENT OFFICE" means the office of Agent located
at 1 Bankers Trust Plaza, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.

"FUNDING DATE" means the date of the funding of a Loan.

"GAAP" means, subject to the limitations on the application
thereof set forth in subsection 1.2, generally accepted accounting principles
set forth in opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment
of the accounting profession, in each case as the same are applicable to the
circumstances as of the date of determination.

"GOVERNMENTAL AUTHORIZATION" means any permit, license,
authorization, plan, directive, consent order or consent decree of or from
any federal, state or local governmental authority, agency or court.

"GUARANTORS" means all existing and future Significant
Subsidiaries of Company.

"GUARANTY" or "GUARANTIES" means the Guaranties executed and
delivered by Company's Significant Subsidiaries on or prior to the Closing
Date, each substantially in the form of EXHIBIT XI annexed hereto, as each
such Guaranty may hereafter be amended, supplemented or otherwise modified
from time to time.

"HAZARDOUS MATERIALS" means (i) any chemical, material or
substance at any time defined as or included in the definition of "hazardous
substances", "hazardous wastes", "hazardous materials", "extremely hazardous
waste", "restricted hazardous waste", "infectious waste", "toxic substances"
or any other formulations intended to define, list or classify substances by
reason of deleterious properties under any applicable Environmental Laws or
publications promulgated pursuant thereto; (ii) any oil, petroleum, petroleum
fraction or petroleum derived substance; (iii) any drilling fluids, produced
waters and other wastes associated with the exploration, development or
production of crude oil, natural gas or geothermal resources; and (iv) any
other chemical, material or substance, exposure to which is prohibited,
limited or regulated by any governmental authority or which may or could pose
a hazard to the health and safety of the owners, occupants or any Persons in
the vicinity of the Facilities.

"INDEBTEDNESS", as applied to any Person, means, without
duplication, (i) all indebtedness for borrowed money, (ii) that portion of
obligations with respect to Capital Leases that is properly classified as a
liability on a balance sheet in conformity with GAAP, (iii) notes payable and
drafts accepted representing extensions of credit whether or not representing
obligations for borrowed money, (iv) any obligation owed for all or any part
of the deferred purchase price of property or services (excluding obligations
for further payments for businesses acquired based solely upon future
earnings or cash flow and any such obligations incurred under ERISA), which
purchase price is (a) due more than six months from the date of incurrence of
the obligation in respect thereof or (b) evidenced by a note or similar
written instrument, and (v) all indebtedness secured by any Lien on any
property or asset owned or held by that Person regardless of whether the
indebtedness secured thereby shall

have been assumed by that Person or is nonrecourse to the credit of that
Person; provided in the case of a nonrecourse obligation the amount of such
indebtedness shall be limited to the value of the property securing such
indebtedness. Obligations under Interest Rate Agreements and Currency
Agreements constitute Contingent Obligations and not Indebtedness.

"INDEMNITEE" has the meaning assigned to that term in
subsection 9.3.

"INTELLECTUAL PROPERTY" means all patents, trademarks,
tradenames (including, without limitation, rights in the name "▇▇▇▇▇▇▇▇
▇▇▇▇"), copyrights, technology, know-how and processes used in or necessary
for the conduct of the business of Company and its Subsidiaries as currently
conducted that are material to the condition (financial or otherwise),
business or operations of Company and its Subsidiaries, taken as a whole.

"INTEREST PAYMENT DATE" means (i) with respect to any Base
Rate Loan, on March 1, June 1, September 1 and December 1, commencing on the
first such date to occur after the Closing Date, and (ii) with respect to any
Eurodollar Rate Loan, the last day of each Interest Period applicable to such
Loan; PROVIDED that in the case of each Interest Period of longer than three
months "Interest Payment Date" shall also include the date that is three
months after the commencement of such Interest Period.

"INTEREST PERIOD" has the meaning assigned to that term in
subsection 2.2B.

"INTEREST RATE AGREEMENT" means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or
other similar agreement or arrangement designed to protect Company or any of
its Subsidiaries against fluctuations in interest rates.

"INTEREST RATE DETERMINATION DATE" means, with respect to any
Interest Period, the second Business Day prior to the first day of such
Interest Period.

"INTERNAL REVENUE CODE" means the Internal Revenue Code of
1986, as amended to the date hereof and from time to time hereafter.

"INVESTMENT" means (i) any direct or indirect purchase or
other acquisition by Company or any of its Subsidiaries of, or of a
beneficial interest in, any Securities of any other Person (other than a
Person that, prior to such purchase or acquisition, was a Subsidiary of
Company), or (ii) any direct or indirect loan, advance (other than advances
to employees for moving, entertainment and travel expenses, drawing accounts
and similar expenditures in the ordinary course of business) or capital
contribution by Company or any of its Subsidiaries to any other Person other
than a wholly-owned Subsidiary of Company, including all indebtedness and
accounts receivable from that other Person that are not current assets or did
not arise from sales or the provision of services to that other Person in the
ordinary course of business. The amount of any Investment shall be the
original cost of such Investment plus the cost of all additions thereto,
without any adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment.

"INVESTOR PLEDGE AGREEMENTS" means those certain Pledge
Agreements executed by Pledging Shareholders to secure their obligations to
Company under the Existing Pledged Notes, which Company shall assign to Agent
on behalf of the Lenders pursuant to the Pledge Agreement to be executed and
delivered by Company on or prior to the Closing Date, substantially in the
form of Exhibit IX.

"IPO" means the initial offering of common stock of Company
pursuant to a bona fide underwritten public offering.

"IPO DATE" means the date shares in the IPO are first sold to
the public.

"JOINT VENTURE" means a joint venture, partnership or other
similar arrangement, whether in corporate, partnership or other legal form;
PROVIDED that in no event shall any corporate Subsidiary of any Person be
considered to be a Joint Venture to which such Person is a party.

"LENDER" and "LENDERS" means the persons identified as
"Lenders" and listed on the signature pages of this Agreement, together with
their successors and permitted assigns pursuant to subsection 9.1.

"LEVEL" means ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇ or Level
V, in each case whichever is in effect on the date of determination. The
applicable Level for any date shall be determined by the most recent Level
Determination Certificate delivered pursuant to subsection 3.1M or 5.1(xi);
PROVIDED that if a Level Determination Certificate is not delivered at the
time required pursuant to subsection 5.1(xi), Level I shall be applicable
from such time until delivery of a succeeding Level Determination
Certificate; PROVIDED that if a Level Determination Certificate erroneously
indicates a Level more favorable to Company than should be afforded by the
actual calculation of the Total Leverage Ratio, Company shall promptly pay
additional interest to correct for such error.

"LEVEL I" means such periods during which none of Level II,
Level III, Level IV or Level V is applicable.

"LEVEL II" means such periods as the Total Leverage Ratio is
greater than or equal to 1.50:1.00 AND less than 2.00:1.00.

"LEVEL III" means such periods as the Total Leverage Ratio is
greater than or equal to 1.00:1.00 AND less than 1.50:1.00.

"LEVEL IV" means such periods as the Total Leverage Ratio is
greater than or equal to 0.50:1.00 AND less than 1.00:1.00.

"LEVEL V" means such periods as the Total Leverage Ratio is
less than 0.50:1.00.

"LEVEL DETERMINATION CERTIFICATE" means an Officers'
Certificate of Company delivered on the Closing Date and thereafter in
accordance with subsection 5.1(xi) setting forth in reasonable detail the
Total Leverage Ratio which is applicable pursuant to the definition thereof
as at the date on which such Officers' Certificate is delivered.

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

"LOAN" or "LOANS" means the term Loans made by Lenders to
Company pursuant to subsection 2.1A.

"LOAN COMMITMENT" means the commitment of a Lender to make a
Loan to Company pursuant to subsection 2.1A, and "LOAN COMMITMENTS" means
such commitments of all Lenders in the aggregate.

"LOAN DOCUMENTS" means this Agreement, the Notes, the
Guaranties, the Pledge Agreements, and the Collateral Documents.

"LOAN EXPOSURE" means, with respect to any Lender as of any
date of determination (i) prior to the funding of the Loans, that Lender's
Loan Commitment and (ii) after the funding of the Loans, the outstanding
principal amount of the Loan of that Lender.

"MARGIN STOCK" has the meaning assigned to that term in
Regulation U of the Board of Governors of the Federal Reserve System as in
effect from time to time.

"MATERIAL ADVERSE EFFECT" means (i) a material adverse effect
upon the business, operations, properties, assets, condition (financial or
otherwise) or prospects of Company and its Subsidiaries, taken as a whole, or
(ii) the impairment of the ability of Company to perform the Obligations, or
(iii) the impairment in any material respect of Agent or Lenders to enforce
the Obligations.

"MATURITY DATE" means the earliest of (i) the date that is six
months after the Closing Date, (ii) the IPO Date and (iii) the date as of
which the Obligations shall have become immediately due and payable pursuant
to subsection 7.1.

"MULTIEMPLOYER PLAN" means a "multiemployer plan", as defined
in Section 3(37) of ERISA, to which Company or any of its ERISA Affiliates is
contributing, or ever has contributed, or to which Company or any of its
ERISA Affiliates has, or ever has had, an obligation to contribute.

"NET CASH PROCEEDS" means, with respect to any Asset Sale,
Cash Proceeds of such Asset Sale net of bona fide direct costs of sale
including (i) taxes reasonably estimated to

be actually payable as a result of such Asset Sale within two years of the
date of such Asset Sale, (ii) payment of the outstanding principal amount of,
premium or penalty, if any, and interest on any Indebtedness (other than the
Loans) that is secured by a Lien on the stock or assets in question and that
is required to be repaid under the terms thereof as a result of such Asset
Sale, and (iii) reasonable reserves established in good faith by Company to
satisfy any indemnification obligations undertaken in connection with such
Asset Sale or to pay other retained liabilities associated with assets or
properties relating to such Asset Sale.

"NOTES" means any promissory notes of Company issued pursuant
to subsection 2.1E to evidence the Loans of any Lenders, substantially in the
form of EXHIBIT III annexed hereto, as they may be amended, supplemented or
otherwise modified from time to time.

"NOTICE OF BORROWING" means a notice substantially in the form
of EXHIBIT I annexed hereto delivered by Company to Agent pursuant to
subsection 2.1B with respect to a proposed borrowing.

"NOTICE OF CONVERSION/CONTINUATION" means a notice
substantially in the form of EXHIBIT II annexed hereto delivered by Company
to Agent pursuant to subsection 2.2D with respect to a proposed conversion or
continuation of the applicable basis for determining the interest rate with
respect to the Loans.

"OBLIGATIONS" means all obligations of every nature of Company
from time to time owed to Agent, Lenders or any of them under the Loan
Documents, whether for principal, interest, fees, expenses, indemnification
or otherwise.

"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) or its president or one of its vice presidents and by
its chief financial officer or its treasurer; PROVIDED that every Officers'
Certificate with respect to the compliance with a condition precedent to the
making of any Loans hereunder shall include (i) a statement that the officer
or officers making or giving such Officers' Certificate have read such
condition and any definitions or other provisions contained in this Agreement
relating thereto, (ii) 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 (iii) a statement as to whether,
in the opinion of the signers, such condition has been complied with.

"OPERATING LEASE" means, as applied to any Person, any lease
(including, without limitation, leases that may be terminated by the lessee
at any time) of any property (whether real, personal or mixed) that is not a
Capital Lease other than any such lease under which that Person is the
lessor.

"PBGC" means the Pension Benefit Guaranty Corporation (or any
successor thereto).

"PENSION PLAN" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue
Code or Section 302 of ERISA.

"PERMITTED ACQUISITION" or "PERMITTED ACQUISITIONS" means any
acquisition or series of acquisitions by purchase or otherwise, after the
Closing Date by Company or any of its wholly-owned Subsidiaries of any
business substantially similar to any business engaged in by Company or any
of its Subsidiaries on the Closing Date, PROVIDED that (i) without the prior
written consent of Requisite Lenders, which shall not be unreasonably
withheld, no one acquisition or series of acquisitions shall require
expenditures exceeding $3,500,000, (ii) expenditures in respect of such
acquisitions shall not exceed $5,000,000 in the aggregate during the term of
this Agreement, and (iii) the Total Leverage Ratio, after giving effect to
any such acquisition, shall not exceed 3.00:1.00.

"PERMITTED DEVELOPMENT EXPENDITURES" means all expenditures
made by Company or its wholly-owned Subsidiaries in connection with
Development Properties, whether in the nature of capital contributions or
other Investments in non-wholly owned Subsidiaries that own Development
Properties or otherwise; PROVIDED that such expenditures shall not exceed the
aggregate amount of $120,000,000.

"PERMITTED ENCUMBRANCES" means the following types of Liens
(other than any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of
the Internal Revenue Code or by ERISA):

(i) Liens for taxes, assessments or governmental charges or
claims the payment of which is not, at the time, required by
subsection 5.3;

(ii) statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics and materialmen and other Liens imposed by
law incurred in the ordinary course of business for sums not yet
delinquent or being contested in good faith, if such reserve or other
appropriate provision, if any, as shall be required by GAAP shall
have been made therefor;

(iii) Liens 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, indemnity and
appeal bonds, bids, leases, government contracts, trade contracts,
performance and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money);

(iv) any attachment or judgment Lien not constituting an Event
of Default under subsection 7.8;

(v) leases or subleases granted to others not interfering in
any material respect with the ordinary conduct of the business of
Company or any of its Subsidiaries;

(vi) easements, rights-of-way, restrictions, minor defects,
encroachments or irregularities in title and other similar charges or
encumbrances not interfering in any material respect with the
ordinary conduct of the business of Company or any of its
Subsidiaries;

(vii) any (a) interest or title of a lessor or sublessor under
any lease not prohibited by this Agreement, (b) restriction or
encumbrance that the interest or title of such lessor or sublessor
may be subject to, or (c) subordination of the interest of the lessee
or sublessee under such lease to any restriction or encumbrance
referred to in the preceding clause (b);

(viii) Liens arising from filing of precautionary UCC financing
statements relating solely to leases not prohibited by this
Agreement;

(ix) Liens in favor of customs and revenue authorities arising
as a matter of law to secure payment of customs duties in connection
with the importation of goods;

(x) Liens created for the benefit of Agent and Lenders
pursuant to the terms of this Agreement and the Collateral Documents;

(xi) Liens approved by Requisite Lenders; and

(xii) Liens on Development Properties.

"PERMITTED HOLDERS" has the meaning assigned to that term in
the definition of Change of Control.

"PERSON" means and includes natural persons, corporations,
limited partnerships, general partnerships, joint stock companies, Joint
Ventures, associations, companies, trusts, banks, trust companies, land
trusts, business trusts or other organizations, whether or not legal
entities, and governments and agencies and political subdivisions thereof.

"PLEDGE AGREEMENT" or "PLEDGE AGREEMENTS" means (i) the Pledge
Agreement executed and delivered by Company on or prior to the Closing Date,
substantially in the form of EXHIBIT IX, annexed hereto, as such Pledge
Agreement may hereafter be amended, supplemented or otherwise modified from
time to time and (ii) the Pledge Agreement executed and delivered by each of
Company's Significant Subsidiaries that, individually or together with
Company or any other Significant Subsidiary of Company, holds ownership
interests in one or more Significant Subsidiaries (other than the partnership
interests in the Texas Partnerships) on or prior to the Closing Date,
substantially in the form of EXHIBIT X, annexed hereto, as such

Pledge Agreement may hereafter be amended, supplemented or otherwise modified
from time to time.

"PLEDGING SHAREHOLDERS" means all holders of capital stock of
Company (except Crow Family Partnership L.P. and ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and any
other shareholders who have fully repaid their obligations under the Existing
Pledged Notes prior to the Closing Date), which have executed those certain
Investor Pledge Agreements, thereby securing their obligations under the
Existing Pledged Notes.

"POTENTIAL EVENT OF DEFAULT" means a condition or event that,
after notice or lapse of time or both, would constitute an Event of Default.

"PRIME RATE" means the rate that Bankers announces from time
to time as its prime lending rate, as in effect from time to time. The Prime
Rate is a reference rate and does not necessarily represent the lowest or
best rate actually charged to any customer. Bankers or any other Lender may
make commercial loans or other loans at rates of interest at, above or below
the Prime Rate.

"PRO RATA SHARE" means (i) with respect to all payments,
computations and other matters relating to the Loan Commitment or the Loan of
any Lender, the percentage obtained by DIVIDING (x) the Loan Exposure of that
Lender BY (y) the aggregate Loan Exposure of all Lenders. The initial Pro
Rata Share of each Lender for purposes of the preceding sentence is set forth
opposite the name of that Lender in SCHEDULE 2.1 annexed hereto.

"REGISTER" has the meaning assigned to that term in subsection
2.1D.

"REGULATION D" means Regulation D of the Board of Governors of
the Federal Reserve System, as in effect from time to time.

"RELEASE" means any release, spill, emission, leaking,
pumping, pouring, injection, escaping, deposit, disposal, discharge,
dispersal, dumping, leaching or migration of Hazardous Materials into the
indoor or outdoor environment (including, without limitation, the abandonment
or disposal of any barrels, containers or other closed receptacles containing
any Hazardous Materials), or into or out of any Facility, including the
movement of any Hazardous Material through the air, soil, surface water,
groundwater or property.

"REQUISITE LENDERS" means Lenders having or holding more than
60% of the aggregate Commitments.

"RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of
stock of Company now or hereafter outstanding, except a dividend payable
solely in shares of that class of stock to the holders of that class, (ii)
any redemption, retirement, sinking fund or similar payment, purchase or
other acquisition for value, direct or indirect, of any shares of any class
of stock of Company now or

hereafter outstanding and (iii) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire
shares of any class of stock of Company now or hereafter outstanding.

"SECURITIES" means any stock, shares, partnership interests,
voting trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds,
debentures, 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
participations 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
from time to time, and any successor statute.

"SIGNIFICANT SUBSIDIARIES" means the Subsidiaries of Company
listed on Schedule 4.1E, annexed hereto, as it may be supplemented from time
to time, including without limitation, any Subsidiary of Company having (i)
more than 5% of the consolidated assets of Company and its Subsidiaries or
(ii) more than 5% of the consolidated earnings of Company and its
Subsidiaries, or (iii) more than 5% of the consolidated revenues of Company
and its Subsidiaries.

"SOLVENT" means, with respect to any Person, that as of the
date of determination both (A) (i) the then fair saleable value of the
property of such Person is (y) greater than the total amount of liabilities
(including contingent liabilities) of such Person and (z) not less than the
amount that will be required to pay the probable liabilities on such Person's
then existing debts as they become absolute and matured considering all
financing alternatives and potential asset sales reasonably available to such
Person; (ii) such Person's capital is not unreasonably small in relation to
its business or any contemplated or undertaken transaction; and (iii) such
Person does not intend to incur, or believe (nor should it reasonably
believe) that it will incur, debts beyond its ability to pay such debts as
they become due; and (B) such Person is "solvent" within the meaning given
that term and similar terms under applicable laws relating to fraudulent
transfers and conveyances. For purposes of this definition, the amount of
any contingent liability at any time shall be computed as the amount that, in
light of all of the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured
liability.

"SUBSIDIARY" means, with respect to any Person, any
corporation, partnership, association, joint venture or other business entity
of which more than 50% of the total voting power of shares of stock or other
ownership interests entitled (without regard to the occurrence of any
contingency) to vote in the election of the Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions)
having the power to direct or cause the direction of the management and
policies thereof is at the time owned or

controlled, directly or indirectly, by that Person or one or more of the
other Subsidiaries of that Person or a combination thereof.

"TAX" or "TAXES" means any present or future tax or government
levy in the nature of a tax; PROVIDED that "TAX ON THE OVERALL NET INCOME" of
a Person shall be construed as a reference to a tax imposed by the
jurisdiction in which that Person's principal office (and/or, in the case of
a Lender, its lending office) is located or in which that Person is deemed to
be doing business on all or part of the net income, profits or gains of that
Person (whether worldwide, or only insofar as such income, profits or gains
are considered to arise in or to relate to a particular jurisdiction, or
otherwise).

"TEXAS PARTNERSHIPS" means ▇▇▇▇▇▇▇▇ ▇▇▇▇ Central Texas Ltd.,
▇▇▇▇▇▇▇▇ ▇▇▇▇ Dallas/Fort Worth, Ltd., ▇▇▇▇▇▇▇▇ ▇▇▇▇ Houston, Ltd., and
▇▇▇▇▇▇▇▇ ▇▇▇▇ Dallas Industrial, Ltd.

"TOTAL LEVERAGE RATIO" means, as at any date of determination,
the ratio of (i) Consolidated Total Debt to (ii) Consolidated Adjusted EBITDA
for the Fiscal Quarter period ending as of the last day of the Fiscal Quarter
immediately preceding the Fiscal Quarter during which such date of
determination occurs.

1.2 ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF CALCULATIONS
UNDER AGREEMENT.

Except as otherwise expressly provided in this Agreement, all
accounting terms not otherwise defined herein shall have the meanings
assigned to them in conformity with GAAP. Financial statements and other
information required to be delivered by Company to Lenders pursuant to
clauses (i), (ii), (iii) and (xv) of subsection 5.1 shall be prepared in
accordance with GAAP as in effect at the time of such preparation (and
delivered together with the reconciliation statements provided for in
subsection 5.1(v)). Calculations in connection with the definitions,
covenants and other provisions of this Agreement shall utilize accounting
principles and policies in conformity with those used to prepare the
financial statements referred to in subsection 4.3(i).

1.3 OTHER DEFINITIONAL PROVISIONS.

References to "Sections" and "subsections" shall be to
Sections and subsections, respectively, of this Agreement unless otherwise
specifically provided. Any of the terms defined in subsection 1.1 may,
unless the context otherwise requires, be used in the singular or the plural,
depending on the reference.

SECTION 2. AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

2.1 COMMITMENTS; MAKING OF LOANS; THE REGISTER; OPTIONAL NOTES.

A. LOAN COMMITMENTS. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of Company
herein set forth, each Lender hereby severally agrees (a) to lend to Company on
the Closing Date (other than Delayed-Draw Loans) and (b) to lend to Company on
one additional Funding Date within 90 days after the Closing Date (in the case
of Delayed-Draw Loans) an aggregate amount not exceeding its Pro Rata Share of
the aggregate amount of the Loan Commitments to be used for the purposes
identified in subsection 2.5A. The original amount of each Lender's Loan
Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the
aggregate original amount of the Loan Commitments is $35,000,000; PROVIDED that
the Loan Commitments of Lenders shall be adjusted to give effect to any
assignments of the Loan Commitments pursuant to subsection 9.1B. The Loan
Commitments shall terminate concurrently with the borrowing thereunder on the
Closing Date. Amounts borrowed under this subsection 2.1A and subsequently
repaid or prepaid may not be reborrowed.

B. BORROWING MECHANICS. With respect to the Loans to be made on any
Funding Date, Company shall deliver to Agent a Notice of Borrowing no later than
1:00 P.M. (New York time) at least three Business Days in advance of the Funding
Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in
advance of the Funding Date (in the case of a Base Rate Loan) and shall specify
(i) the proposed Funding Date, (ii) the amount of Loans requested, (iii) whether
such Loans shall be Eurodollar Rate Loans or Base Rate Loans, and (iv) in the
case the Loans are requested to be made as Eurodollar Rate Loans, the initial
Interest Period requested therefor. The Loans may be continued as or converted
into Base Rate Loans and Eurodollar Rate Loans in the manner provided in
subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing,
Company may give Agent telephonic notice by the required time of any proposed
borrowing under this subsection 2.1B; PROVIDED that such notice shall be
promptly confirmed in writing by delivery of a Notice of Borrowing to Agent on
or before the Closing Date.

Neither Agent nor any Lender shall incur any liability to Company in
acting upon any telephonic notice referred to above that Agent believes in good
faith to have been given by a duly authorized officer or other person authorized
to borrow on behalf of Company or for otherwise acting in good faith under this
subsection 2.1B, and upon funding of Loans by Lenders in accordance with this
Agreement pursuant to any such telephonic notice Company shall have effected
Loans hereunder.

Company shall notify Agent prior to the funding of the Loan in the
event that any of the matters to which Company is required to certify in the
applicable Notice of Borrowing is no longer true and correct as of the Funding
Date, and the acceptance by Company of the proceeds of the Loan shall constitute
a re-certification by Company, as of the

Funding Date, as to the matters to which Company is required to certify in
the applicable Notice of Borrowing.

Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a
Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu
thereof) shall be irrevocable on and after the related Interest Rate
Determination Date, and Company shall be bound to make a borrowing in accordance
therewith.

C. DISBURSEMENT OF FUNDS. The Loans under this Agreement shall be made
by Lenders simultaneously and proportionately to their respective Pro Rata
Shares, it being understood that no Lender shall be responsible for any default
by any other Lender in that other Lender's obligation to make a Loan requested
hereunder nor shall the Loan Commitment of any Lender be increased or decreased
as a result of a default by any other Lender in that other Lender's obligation
to make a Loan requested hereunder. Promptly after receipt by Agent of a Notice
of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof),
Agent shall notify each Lender of the proposed borrowing. Each Lender shall
make the amount of its Loan available to Agent not later than 1:00 P.M. (New
York time) on the Funding Date, in same day funds in Dollars, at the Funding and
Payment Office.

Unless Agent shall have been notified by any Lender prior to the
Funding Date for any Loans that such Lender does not intend to make available to
Agent the amount of such Lender's Loan requested on the Funding Date, Agent may
assume that such Lender has made such amount available to Agent on the Funding
Date and Agent may, in its sole discretion, but shall not be obligated to, make
available to Company a corresponding amount on the Funding Date. If such
corresponding amount is not in fact made available to Agent by such Lender,
Agent shall be entitled to recover such corresponding amount on demand from such
Lender together with interest thereon, for each day from the Funding Date until
the date such amount is paid to Agent, at the customary rate set by Agent for
the correction of errors among banks for three Business Days and thereafter at
the Base Rate. If such Lender does not pay such corresponding amount forthwith
upon Agent's demand therefor, Agent shall promptly notify Company and Company
shall immediately pay such corresponding amount to Agent together with interest
thereon, for each day from the Funding Date until the date such amount is paid
to Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing
in this subsection 2.1C shall be deemed to relieve any Lender from its
obligation to fulfill its Commitments hereunder or to prejudice any rights that
Company may have against any Lender as a result of any default by such Lender
hereunder.

D. THE REGISTER.

(i) Agent shall maintain, at its address referred to in subsection
9.7, a register for the recordation of the names and addresses of Lenders
and the Commitments and Loans of each Lender from time to time (the
"REGISTER"). The Register shall be available for inspection by Company or
any Lender at any reasonable time and from time to time upon reasonable
prior notice.

(ii) Agent shall record in the Register the Loan Commitment and the
Loan of each Lender. Any such recordation shall be conclusive and binding
on Company and each Lender, absent manifest error; PROVIDED that failure to
make any such recordation, or any error in such recordation, shall not
affect Company's Obligations in respect of the applicable Loans.

(iii) Each Lender shall record on its internal records (including,
without limitation, any Note held by such Lender) the amount of the Loan
made by it and each payment in respect thereof. Any such recordation shall
be conclusive and binding on Company, absent manifest error; PROVIDED that
failure to make any such recordation, or any error in such recordation,
shall not affect Company's Obligations in respect of the Loans; and
PROVIDED, FURTHER that in the event of any inconsistency between the
Register and any Lender's records, the recordations in the Register shall
govern.

(iv) Company, Agent and Lenders shall deem and treat the Persons
listed as Lenders in the Register as the holders and owners of the
corresponding Commitments and Loans listed therein for all purposes hereof,
and no assignment or transfer of any such Commitment or Loan shall be
effective, in each case unless and until an Assignment Agreement effecting
the assignment or transfer thereof shall have been accepted by Agent and
recorded in the Register as provided in subsection 9.1B(ii). Prior to such
recordation, all amounts owed with respect to the applicable Commitment or
Loan shall be owed to the Lender listed in the Register as the owner
thereof, and any request, authority or consent of any Person who, at the
time of making such request or giving such authority or consent, is listed
in the Register as a Lender shall be conclusive and binding on any
subsequent holder, assignee or transferee of the corresponding Commitments
or Loans.

(v) Company hereby designates Bankers to serve as Company's agent
solely for purposes of maintaining the Register as provided in this
subsection 2.1D, and Company hereby agrees that, to the extent Bankers
serves in such capacity, Bankers and its officers, directors, employees,
agents and affiliates shall constitute Indemnitees for all purposes under
subsection 9.3.

E. NOTES. Company shall execute and deliver to each Lender on the
Closing Date a promissory note to evidence such Lender's Loan, substantially in
the form of EXHIBIT III, annexed hereto, respectively, with appropriate
insertions.

2.2 INTEREST ON THE LOANS.

A. RATE OF INTEREST. Subject to the provisions of subsections 2.6 and
2.7, the Loan shall bear interest on the unpaid principal amount thereof from
the date made through maturity (whether by acceleration or otherwise) at a rate
determined by reference to the Base Rate or the Adjusted Eurodollar Rate, as the
case may be. The applicable basis for determining the rate of interest with
respect to any Loan shall be selected by Company initially at the time a Notice
of

Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The
basis for determining the interest rate with respect to any Loan may be
changed from time to time pursuant to subsection 2.2D. If on any day a Loan
is outstanding with respect to which notice has not been delivered to Agent
in accordance with the terms of this Agreement specifying the applicable
basis for determining the rate of interest, then for that day that Loan shall
bear interest determined by reference to the Base Rate.

Subject to the provisions of subsections 2.2E and 2.7, the Loans shall
bear interest through maturity as follows:

(i) if a Base Rate Loan, then at the sum of the Base Rate PLUS the
Applicable Base Rate Margin; or

(ii) if a Eurodollar Rate Loan, then at the sum of the Adjusted
Eurodollar Rate PLUS the Applicable Eurodollar Rate Margin.

Upon delivery of the Level Determination Certificate by Company to
Agent pursuant to subsection 5.1(xi), the Applicable Base Rate Margin and
Applicable Eurodollar Rate Margin shall automatically be adjusted in accordance
with the Level in effect as determined by such Level Determination Certificate,
such adjustment to become effective on the next succeeding Business Day
following receipt by Agent of such Level Determination Certificate; PROVIDED
that on the Closing Date, the Applicable Base Rate Margin and Applicable
Eurodollar Rate Margin shall be determined in accordance with the Level in
effect as determined by the Level Determination Certificate delivered by Company
to Agent pursuant to subsection 3.1M.

B. INTEREST PERIODS. In connection with each Eurodollar Rate Loan,
Company may, pursuant to the applicable Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, select an interest period (each
an "INTEREST PERIOD") to be applicable to such Loan, which Interest Period
shall be, at Company's option, either a one, two, or three month period;
PROVIDED that:

(i) the initial Interest Period for the Eurodollar Rate Loan shall
commence on the Funding Date in respect of such Loan, in the case of a Loan
initially made as a Eurodollar Rate Loan, or on the date specified in the
applicable Notice of Conversion/Continuation, in the case of a Loan
converted to a Eurodollar Rate Loan;

(ii) in the case of immediately successive Interest Periods
applicable to a Eurodollar Rate Loan continued as such pursuant to a Notice
of Conversion/Continuation, each successive Interest Period shall commence
on the day on which the next preceding Interest Period expires;

(iii) if an Interest Period would otherwise expire on a day that
is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day;

PROVIDED that, if any Interest Period would otherwise expire on a day
that 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;

(iv) any Interest Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall,
subject to clause (v) of this subsection 2.2B, end on the last Business Day
of a calendar month;

(v) there shall be no more than 3 Interest Periods outstanding at
any time; and

(vi) in the event Company fails to specify an Interest Period for
any Eurodollar Rate Loan in the applicable Notice of Borrowing or Notice of
Conversion/Continuation, Company shall be deemed to have selected an
Interest Period of one month.

C. INTEREST PAYMENTS. Subject to the provisions of subsection 2.2E,
interest on each Loan shall be payable in arrears on and to each Interest
Payment Date applicable to that Loan, upon any prepayment of that Loan (to the
extent accrued on the amount being prepaid) and at maturity (including final
maturity); PROVIDED, HOWEVER, that in the event that any Loans that are Base
Rate Loans are prepaid pursuant to subsection 2.4B, interest on such Loans
through the date of such prepayment shall be payable on the next succeeding
Interest Payment Date applicable to Base Rate Loans (or, if earlier, upon the
final termination for any reason of the Commitments).

D. CONVERSION OR CONTINUATION. Subject to the provisions of subsection
2.6, Company shall have the option (i) to convert at any time all or any part of
its outstanding Loans equal to $500,000 and integral multiples of $100,000 in
excess of that amount from Loans bearing interest at a rate determined by
reference to one basis to Loans bearing interest at a rate determined by
reference to an alternative basis or (ii) upon the expiration of any Interest
Period applicable to a Eurodollar Rate Loan, to continue all or any portion of
such Loan equal to $500,000 and integral multiples of $100,000 in excess of that
amount as a Eurodollar Rate Loan; PROVIDED, HOWEVER, that a Eurodollar Rate Loan
may only be converted into a Base Rate Loan on the expiration date of an
Interest Period applicable thereto.

Company shall deliver a Notice of Conversion/Continuation to Agent no
later than 1:00 P.M. (New York time) at least one Business Day in advance of the
proposed conversion date (in the case of a conversion to a Base Rate Loan) and
at least three Business Days in advance of the proposed conversion/continuation
date (in the case of a conversion to, or a continuation of, a Eurodollar Rate
Loan). A Notice of Conversion/Continuation shall specify (i) the proposed
conversion/continuation date (which shall be a Business Day), (ii) the amount
and type of the Loan to be converted/continued, (iii) the nature of the proposed
conversion/continuation, (iv) in the case of a conversion to, or a continuation
of, a Eurodollar Rate

Loan, the requested Interest Period, and (v) in the case of a conversion to,
or a continuation of, a Eurodollar Rate Loan, that no Potential Event of
Default or Event of Default has occurred and is continuing. In lieu of
delivering the above-described Notice of Conversion/Continuation, Company may
give Agent telephonic notice by the required time of any proposed
conversion/continuation under this subsection 2.2D; PROVIDED that such notice
shall be promptly confirmed in writing by delivery of a Notice of
Conversion/Continuation to Agent on or before the proposed
conversion/continuation date.

Neither Agent nor any Lender shall incur any liability to Company in
acting upon any telephonic notice referred to above that Agent believes in good
faith to have been given by a duly authorized officer or other person authorized
to act on behalf of Company or for otherwise acting in good faith under this
subsection 2.2D, and upon conversion or continuation of the applicable basis for
determining the interest rate with respect to any Loans in accordance with this
Agreement pursuant to any such telephonic notice Company shall have effected a
conversion or continuation, as the case may be, hereunder.

Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a
Notice of Conversion/Continuation for conversion to, or continuation of, a
Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable
on and after the related Interest Rate Determination Date, and Company shall be
bound to effect a conversion or continuation in accordance therewith.

E. DEFAULT RATE. Upon the occurrence and during the continuation of any
Event of Default, the outstanding principal amount of all Loans and, to the
extent permitted by applicable law, any interest payments thereon not paid when
due and any fees and other amounts then due and payable hereunder, shall
thereafter bear interest (including post-petition interest in any proceeding
under the Bankruptcy Code or other applicable bankruptcy laws) payable upon
demand at a rate that is 2% per annum in excess of the interest rate otherwise
payable under this Agreement with respect to the applicable Loans (or, in the
case of any such fees and other amounts, at a rate which is 2% per annum in
excess of the interest rate otherwise payable under this Agreement for Base Rate
Loans); PROVIDED that, in the case of Eurodollar Rate Loans, upon the expiration
of the Interest Period in effect at the time any such increase in interest rate
is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans
and shall thereafter bear interest payable upon demand at a rate which is 2% per
annum in excess of the interest rate otherwise payable under this Agreement for
Base Rate Loans. Payment or acceptance of the increased rates of interest
provided for in this subsection 2.2E is not a permitted alternative to timely
payment and shall not constitute a waiver of any Event of Default or otherwise
prejudice or limit any rights or remedies of Agent or any Lender.

F. COMPUTATION OF INTEREST. Interest on the Loans shall be computed on
the basis of a 360-day year, in each case for the actual number of days elapsed
in the period during which it accrues. In computing interest on any Loan, the
date of the making of such Loan or the first day of an Interest Period
applicable to such Loan or, with respect to a Base Rate Loan

being converted from a Eurodollar Rate Loan, the date of conversion of such
Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be
included, and the date of payment of such Loan or the expiration date of an
Interest Period applicable to such Loan or, with respect to a Base Rate Loan
being converted to a Eurodollar Rate Loan, the date of conversion of such
Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be
excluded; PROVIDED that if a Loan is repaid on the same day on which it is
made, one day's interest shall be paid on that Loan.

2.3 FEES.

A. STRUCTURING FEE. On the Closing Date, Company shall pay BT Securities
Corporation, a non-refundable structuring fee in the aggregate amount specified
in the letter agreement between BT Securities Corporation and Company.

B. LENDERS' FEE. Company shall pay Agent a non-refundable lender's fee
for distribution to Lenders as shall be agreed between Agent and each Lender, in
the amount specified in the letter agreement between Agent and Company.

2.4 SCHEDULED PAYMENTS, PREPAYMENTS AND REDUCTIONS.

A. SCHEDULED PAYMENT AND REDUCTION OF THE LOANS. Company shall repay the
Loans in full on the sixth month anniversary of the Closing Date.

B. UNSCHEDULED PREPAYMENTS.

(i) VOLUNTARY PREPAYMENTS. Company may, upon not less than one
Business Day prior written or telephonic notice in the case of Base Rate Loans,
or three Business Days' prior written or telephonic notice in the case of
Eurodollar Rate Loans, given to Agent and, if given by telephone, promptly
confirmed in writing to Agent (which original written or telephonic notice Agent
will promptly transmit by telefacsimile or telephone to each Lender), at any
time and from time to time prepay any Loans on any Business Day in whole or in
part in an aggregate minimum amount of (A) $500,000 and integral multiples of
$100,000 in excess of that amount (or such lesser amount representing payment in
full) or (B) the amount of a prepayment made by a Pledging Shareholder pursuant
to the Existing Pledged Notes; PROVIDED, HOWEVER, that a Eurodollar Rate Loan
may only be prepaid on the expiration of the Interest Period applicable thereto.
Notice of prepayment having been given as aforesaid, the principal amount of
the Loans specified in such notice shall become due and payable on the
prepayment date specified therein.

(ii) MANDATORY PREPAYMENTS AND MANDATORY REDUCTIONS OF LOANS.

(a) PREPAYMENTS AND REDUCTIONS FROM ASSET SALES. No later than
the second Business Day following the date of receipt by Company or any of its
Subsidiaries of Cash Proceeds of any Asset Sale, except from the sale of
Development Properties, Company shall use all Net Cash Proceeds from such Asset
Sale to prepay the Loans to the full extent thereof. The sale of Development
Properties shall not result in a mandatory prepayment pursuant to this
subsection 2.4B(ii)(a). Concurrently with any prepayment of the Loans pursuant
to this subsection 2.4B(ii)(a), Company shall deliver to Agent an Officers'
Certificate demonstrating the derivation of the Net Cash Proceeds of the
correlative Asset Sale from the gross sales price thereof. In the event that
Company shall, at any time after receipt of Cash Proceeds of any Asset Sale
requiring a prepayment or a reduction of the Loans pursuant to this subsection
2.4B(ii)(a), determine that the prepayments of the Loans previously made in
respect of such Asset Sale were in an aggregate amount less than that required
by the terms of this subsection 2.4B(ii)(a), Company shall promptly make an
additional prepayment of the Loans in the manner described above in an amount
equal to the amount of any such deficit, and Company shall concurrently
therewith deliver to Agent an Officers' Certificate demonstrating the derivation
of the additional Net Cash Proceeds resulting in such deficit. Any mandatory
prepayments or reductions of the Loans pursuant to this subsection 2.4B(ii)(a)
shall be applied as specified in subsection 2.4C(iii).

(b) PREPAYMENTS AND REDUCTIONS DUE TO IPO. On the date of
receipt by Company, of the proceeds of the IPO, Company shall prepay the Loans
in full.

C. GENERAL PROVISIONS REGARDING PAYMENTS.

(i) MANNER AND TIME OF PAYMENT. All payments by Company of
principal, interest, fees and other Obligations hereunder and under the Notes
shall be made in Dollars in same day funds, without defense, setoff or
counterclaim, free of any restriction or condition, and delivered to Agent
not later than 1:00 P.M. (New York time) on the date due at the Funding and
Payment Office for the account of Lenders; funds received by Agent after that
time on such due date shall be deemed to have been paid by Company on the
next succeeding Business Day.

(ii) APPLICATION OF PAYMENTS TO PRINCIPAL AND INTEREST. All
payments in respect of the principal amount of any Loan shall include payment
of accrued interest on the principal amount being repaid or prepaid, and all
such payments shall be applied to the payment of interest before application
to principal.

(iii) APPLICATION OF PREPAYMENTS TO BASE RATE LOANS AND EURODOLLAR
RATE LOANS. Any prepayment shall be applied first to Base Rate Loans made
for the purpose specified, if any, to the full extent thereof before
application to Eurodollar Rate Loans, in each case in a manner which
minimizes the amount of any payments required to be made by Company pursuant
to subsection 2.6D.

(iv) APPORTIONMENT OF PAYMENTS. Aggregate principal and interest
payments in respect of the Loans shall be apportioned among all outstanding
Loans to which such payments relate, in each case proportionately to Lenders'
respective Pro Rata Shares. Agent shall promptly distribute to each Lender,
at its primary address set forth below its name on the appropriate signature
page hereof or at such other address as such Lender may request, its Pro Rata
Share of all such payments received by Agent. Notwithstanding the foregoing
provisions of this subsection 2.4C(iii), if, pursuant to the provisions of
subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any
Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of
its Pro Rata Share of any Eurodollar Rate Loans, Agent shall give effect
thereto in apportioning payments received thereafter.

(v) PAYMENTS ON BUSINESS DAYS. Whenever any payment to be made
hereunder shall be stated to be due on a day that is not a Business Day, such
payment shall be made on the next succeeding Business Day and such extension
of time shall be included in the computation of the payment of interest
hereunder, as the case may be.

(vi) NOTATION OF PAYMENT. Each Lender agrees that before
disposing of any Note held by it, or any part thereof (other than by granting
participations therein), that Lender will make a notation thereon of the Loan
evidenced by that Note and all principal payments previously made thereon and
of the date to which interest thereon has been paid; PROVIDED that the
failure to make (or any error in the making of) a notation of the Loan made
under such Note shall not limit or otherwise affect the obligations of
Company hereunder or under such Note with respect to the Loan or any payments
of principal or interest on such Note.

2.5 USE OF PROCEEDS.

A. LOANS. The proceeds of the Loans shall be applied by Company (x) in
an amount not to exceed $23,025,000 to pay the purchase price of the Doppelt
Acquisition, (y) in an amount not to exceed $6,975,000 to repay in full all
indebtedness under the Existing Credit Agreement and (z) the balance for
Permitted Acquisitions.

B. MARGIN REGULATIONS. No portion of the proceeds of any borrowing under
this Agreement shall be used by Company or any of its Subsidiaries in any manner
that might cause the borrowing or the application of such proceeds to violate
Regulation G, Regulation U, Regulation T or Regulation X of the Board of
Governors of the Federal Reserve System or any other regulation of such Board or
to violate the Exchange Act, in each case as in effect on the date or dates of
such borrowing and such use of proceeds.

2.6 SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE LOANS.

Notwithstanding any other provision of this Agreement to the contrary,
the following provisions shall govern with respect to Eurodollar Rate Loans as
to the matters covered:

A. DETERMINATION OF APPLICABLE INTEREST RATE. As soon as practicable
after 10:00 A.M. (New York time) on each Interest Rate Determination Date, Agent
shall determine (which determination shall, absent manifest error, be final,
conclusive and binding upon all parties) the interest rate that shall apply to
the Eurodollar Rate 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 confirmed in writing) to Company and each Lender.

B. INABILITY TO DETERMINE APPLICABLE INTEREST RATE. In the event that
Agent shall have determined (which determination shall be final and conclusive
and binding upon all parties hereto), on any Interest Rate Determination Date
with respect to any Eurodollar Rate Loans, that by reason of circumstances
affecting the interbank Eurodollar market adequate and fair means do not exist
for ascertaining the interest rate applicable to such Loans on the basis
provided for in the definition of Adjusted Eurodollar Rate, Agent shall on such
date give notice (by telefacsimile or by telephone confirmed in writing) to
Company and each Lender of such determination, whereupon (i) no Loans may be
made as, or converted to, Eurodollar Rate Loans until such time as Agent
notifies Company and Lenders that the circumstances giving rise to such notice
no longer exist and (ii) any Notice of Borrowing or Notice of
Conversion/Continuation given by Company with respect to the Loans in respect
of which such determination was made shall be deemed to be rescinded by
Company.

C. ILLEGALITY OR IMPRACTICABILITY OF EURODOLLAR RATE LOANS. In the event
that on any date any Lender shall have determined (which determination shall be
final and conclusive and binding upon all parties hereto but shall be made only
after consultation with Company and Agent) that the making, maintaining or
continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of
compliance by such Lender in good faith with any law, treaty, governmental rule,
regulation, guideline or order (or would conflict with any such treaty,
governmental rule, regulation, guideline or order not having the force of law
even though the failure to comply therewith would not be unlawful) or (ii) has
become impracticable, or would cause such Lender material hardship, as a result
of contingencies occurring after the date of this Agreement which materially and
adversely affect the interbank Eurodollar market or the position of such Lender
in that market, then, and in any such event, such Lender shall be an "AFFECTED
LENDER" and it shall on that day give notice (by telefacsimile or by telephone
confirmed in writing) to Company and Agent of such determination (which notice
Agent shall promptly transmit to each other Lender). Thereafter (a) the
obligation of the Affected Lender to make Loans as, or to convert Loans to,
Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by
the Affected Lender, (b) to the extent such determination by the Affected Lender
relates to a Eurodollar Rate Loan then being requested by Company pursuant to a
Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender
shall make such Loan as (or convert such Loan to, as the case may be) a Base
Rate Loan, (c) the Affected Lender's obligation to maintain its outstanding
Eurodollar Rate Loans (the "AFFECTED LOANS") shall be terminated at the earlier
to occur of the expiration of the Interest Period then in effect with respect to
the Affected Loans or when required by law, and (d) the Affected Loans shall
automatically convert into Base Rate Loans on the date of such termination.
Notwithstanding the foregoing, to the extent a determination by an Affected
Lender as

described above relates to a Eurodollar Rate Loan then being requested by
Company pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, Company shall have the option, subject to the
provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice
of Conversion/Continuation as to all Lenders by giving notice (by
telefacsimile or by telephone confirmed in writing) to Agent of such
rescission on the date on which the Affected Lender gives notice of its
determination as described above (which notice of rescission Agent shall
promptly transmit to each other Lender). Except as provided in the
immediately preceding sentence, nothing in this subsection 2.6C shall affect
the obligation of any Lender other than an Affected Lender to make or
maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in
accordance with the terms of this Agreement.

D. COMPENSATION FOR BREAKAGE OR NON-COMMENCEMENT OF INTEREST PERIODS.
Company shall compensate each Lender, upon written request by that Lender (which
request shall set forth the basis for requesting such amounts), for all
reasonable losses, expenses and liabilities (including, without limitation, any
interest paid by that Lender to lenders of funds borrowed by it to make or carry
its Eurodollar Rate Loans and any loss, expense or liability sustained by that
Lender in connection with the liquidation or re-employment of such funds) which
that Lender may sustain: (i) if for any reason (other than a default by that
Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date
specified therefor in a Notice of Borrowing or a telephonic request for
borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does
not occur on a date specified therefor in a Notice of Conversion/Continuation or
a telephonic request for conversion or continuation (unless such borrowing or
conversion does not occur by reason of the inability to determine the applicable
interest rate as provided in subsection 2.6B and the illegality or
impracticability to make Eurodollar Rate Loans as provided in subsection 2.6C),
(ii) if any prepayment or other principal payment or any conversion of any of
its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest
Period applicable to that Loan, (iii) if any prepayment of any of its Eurodollar
Rate Loans is not made on any date specified in a notice of prepayment given by
Company, or (iv) as a consequence of any other default by Company in the
repayment of its Eurodollar Rate Loans when required by the terms of this
Agreement.

E. BOOKING OF EURODOLLAR RATE LOANS. Any Lender may make, carry or
transfer Eurodollar Rate Loans at, to, or for the account of any of its branch
offices or the office of an Affiliate of that Lender.

F. ASSUMPTIONS CONCERNING FUNDING OF EURODOLLAR RATE LOANS. Calculation
of all amounts payable to a Lender under this subsection 2.6 and under
subsection 2.7A shall be made as though that Lender had actually funded each of
its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to clause (i) of the definition
of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar
Rate Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurodollar deposit from an offshore office of that
Lender to a domestic office of that Lender in the United States of America;
PROVIDED, HOWEVER, that each Lender may fund each of its Eurodollar Rate Loans
in any manner it sees fit and the foregoing

assumptions shall be utilized only for the purposes of calculating amounts
payable under this subsection 2.6 and under subsection 2.7A.

G. EURODOLLAR RATE LOANS AFTER DEFAULT. After the occurrence of and
during the continuation of a Potential Event of Default or an Event of Default,
(i) Company may not elect to have a Loan be made or maintained as, or converted
to, a Eurodollar Rate Loan after the expiration of any Interest Period then in
effect for that Loan and (ii) subject to the provisions of subsection 2.6D, any
Notice of Borrowing or Notice of Conversion/Continuation given by Company with
respect to a requested borrowing or conversion/continuation that has not yet
occurred shall be deemed to be rescinded by Company.

2.7 INCREASED COSTS; TAXES; CAPITAL ADEQUACY.

A. COMPENSATION FOR INCREASED COSTS AND TAXES. Subject to the provisions
of subsection 2.7B, in the event that any Lender shall determine (which
determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto) that any law, treaty or governmental rule, regulation
or order, or any change therein or in the interpretation, administration or
application thereof (including the introduction of any new law, treaty or
governmental rule, regulation or order), or any determination of a court or
governmental authority, in each case that becomes effective after the date
hereof, or compliance by such Lender with any guideline, request or directive
issued or made after the date hereof by any central bank or other governmental
or quasi-governmental authority (whether or not having the force of law):

(i) subjects such Lender (or its applicable lending office) to any
additional Tax (other than any Tax on the overall net income of such
Lender) with respect to this Agreement or any of its obligations hereunder
or any payments to such Lender (or its applicable lending office) of
principal, interest, fees or any other amount payable hereunder;

(ii) imposes, modifies or holds applicable any reserve (including
without limitation any marginal, emergency, supplemental, special or other
reserve), special deposit, compulsory loan, FDIC insurance or similar
requirement against assets held by, or deposits or other liabilities in or
for the account of, or advances or loans by, or other credit extended by,
or any other acquisition of funds by, any office of such Lender (other than
any such reserve or other requirements with respect to Eurodollar Rate
Loans that are reflected in the definition of Adjusted Eurodollar Rate); or

(iii) imposes any other condition (other than with respect to a
Tax matter) on or affecting such Lender (or its applicable lending office)
or its obligations hereunder or the interbank Eurodollar market;

and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining Loans hereunder or to reduce any amount
received or receivable

by such Lender (or its applicable lending office) with respect thereto; then,
in any such case, Company shall promptly pay to such Lender, upon receipt of
the statement referred to in the next sentence, such additional amount or
amounts (in the form of an increased rate of, or a different method of
calculating, interest or otherwise as such Lender in its sole discretion
shall determine) as may be necessary to compensate such Lender for any such
increased cost or reduction in amounts received or receivable hereunder.
Such Lender shall deliver to Company (with a copy to Agent) a written
statement, setting forth in reasonable detail the basis for calculating the
additional amounts owed to such Lender under this subsection 2.7A, which
statement shall be conclusive and binding upon all parties hereto absent
manifest error.

B. WITHHOLDING OF TAXES.

(i) PAYMENTS TO BE FREE AND CLEAR. All sums payable by Company
under this Agreement and the other Loan Documents shall be paid free and
clear of and (except to the extent required by law) without any deduction
or withholding on account of any Tax (other than a Tax on the overall net
income of any Lender) imposed, levied, collected, withheld or assessed by
or within the United States of America or any political subdivision in or
of the United States of America or any other jurisdiction from or to which
a payment is made by or on behalf of Company or by any federation or
organization of which the United States of America or any such jurisdiction
is a member at the time of payment.

(ii) GROSSING-UP OF PAYMENTS. If Company or any other Person is
required by law to make any deduction or withholding on account of any such
Tax from any sum paid or payable by Company to Agent or any Lender under
any of the Loan Documents:

(a) Company shall notify Agent of any such requirement or any
change in any such requirement as soon as Company becomes aware of it;

(b) Company shall pay any such Tax before the date on which
penalties attach thereto, such payment to be made (if the liability to
pay is imposed on Company) for its own account or (if that liability
is imposed on Agent or such Lender, as the case may be) on behalf of
and in the name of Agent or such Lender;

(c) the sum payable by Company in respect of which the relevant
deduction, withholding or payment is required shall be increased to
the extent necessary to ensure that, after the making of that
deduction, withholding or payment, Agent or such Lender, as the case
may be, receives on the due date a net sum equal to what it would have
received had no such deduction, withholding or payment been required
or made (but net of any tax credit realized by Agent or such Lender);
and

(d) within 30 days after paying any sum from which it is
required by law to make any deduction or withholding, and within 30
days after the due date of payment of any Tax which it is required by
clause (b) above to pay, Company shall deliver to Agent evidence
satisfactory to the other affected parties of such deduction,
withholding or payment and of the remittance thereof to the relevant
taxing or other authority;

PROVIDED that no such additional amount shall be required to be paid to any
Lender under clause (c) above except to the extent that any change after
the date hereof (in the case of each Lender listed on the signature pages
hereof) or after the date of the Assignment Agreement pursuant to which
such Lender became a Lender (in the case of each other Lender) in any such
requirement for a deduction, withholding or payment as is mentioned therein
shall result in an increase in the rate of such deduction, withholding or
payment from that in effect at the date of this Agreement or at the date of
such Assignment Agreement, as the case may be, in respect of payments to
such Lender.

(iii) EVIDENCE OF EXEMPTION FROM U.S. WITHHOLDING TAX.

(a) Each Lender that is organized under the laws of any
jurisdiction other than the United States or any state or other
political subdivision thereof (for purposes of this subsection
2.7B(iii), a "NON-US LENDER") shall deliver to Agent for transmission
to Company, on or prior to the Closing Date (in the case of each
Lender listed on the signature pages hereof) or on the date of the
Assignment Agreement pursuant to which it becomes a Lender (in the
case of each other Lender), and at such other times as may be
necessary in the determination of Company or Agent (each in the
reasonable exercise of its discretion), (1) two original copies of
Internal Revenue Service Form 1001 or 4224 (or any successor forms),
properly completed and duly executed by such Lender, together with any
other certificate or statement of exemption required under the
Internal Revenue Code or the regulations issued thereunder to
establish that such Lender is not subject to deduction or withholding
of United States federal income tax with respect to any payments to
such Lender of principal, interest, fees or other amounts payable
under any of the Loan Documents or (2) if such Lender is not a "bank"
or other Person described in Section 881(c)(3) of the Internal Revenue
Code and cannot deliver either Internal Revenue Service Form 1001 or
4224 pursuant to clause (1) above, a Certificate re Non-Bank Status
together with two original copies of Internal Revenue Service Form W-8
(or any successor form), properly completed and duly executed by such
Lender, together with any other certificate or statement of exemption
required under the Internal Revenue Code or the regulations issued
thereunder to establish that such Lender is not subject to deduction
or withholding of United States federal income tax with respect to any
payments to such Lender of interest payable under any of the Loan
Documents.

(b) Each Lender required to deliver any forms, certificates or
other evidence with respect to United States federal income tax
withholding matters pursuant to subsection 2.7B(iii)(a) hereby agrees,
from time to time after the initial delivery by such Lender of such
forms, certificates or other evidence, whenever a lapse in time or
change in circumstances renders such forms, certificates or other
evidence obsolete or inaccurate in any material respect, such Lender
shall (1) deliver to Agent for transmission to Company two new
original copies of Internal Revenue Service Form 1001 or 4224, or a
Certificate re Non-Bank Status and two original copies of Internal
Revenue Service Form W-8, as the case may be, properly completed and
duly executed by such Lender, together with any other certificate or
statement of exemption required in order to confirm or establish that
such Lender is not subject to deduction or withholding of United
States federal income tax with respect to payments to such Lender
under the Loan Documents or (2) immediately notify Agent and Company
of its inability to deliver any such forms, certificates or other
evidence.

(c) Company shall not be required to pay any additional amount
to any Non-US Lender under clause (c) of subsection 2.7B(ii) if such
Lender shall have failed to satisfy the requirements of subsection
2.7B(iii)(a); PROVIDED that if such Lender shall have satisfied such
requirements on the Closing Date (in the case of each Lender listed on
the signature pages hereof) or on the date of the Assignment Agreement
pursuant to which it became a Lender (in the case of each other
Lender), nothing in this subsection 2.7B(iii)(c) shall relieve Company
of its obligation to pay any additional amounts pursuant to clause (c)
of subsection 2.7B(ii) in the event that, as a result of any change in
any applicable law, treaty or governmental rule, regulation or order,
or any change in the interpretation, administration or application
thereof, such Lender is no longer properly entitled to deliver forms,
certificates or other evidence at a subsequent date establishing the
fact that such Lender is not subject to withholding as described in
subsection 2.7B(iii)(a).

C. CAPITAL ADEQUACY ADJUSTMENT. If any Lender shall have determined that
the adoption, effectiveness, phase-in or applicability after the date hereof of
any law, rule or regulation (or any provision thereof) regarding capital
adequacy, or any change therein or in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Lender
(or its applicable lending office) with any guideline, request or directive
regarding capital adequacy (whether or not having the force of law) of any such
governmental authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on the capital of such Lender or any
corporation controlling such Lender as a consequence of, or with reference to,
such Lender's Loans or Commitments or participations therein or other
obligations hereunder with respect to the Loans to a level below that which such
Lender or such controlling corporation could have achieved but for such
adoption, effectiveness, phase-in, applicability, change or compliance (taking
into consideration the policies of such Lender

or such controlling corporation with regard to capital adequacy), then from
time to time, within five Business Days after receipt by Company from such
Lender of the statement referred to in the next sentence, Company shall pay
to such Lender such additional amount or amounts as will compensate such
Lender or such controlling corporation on an after-tax basis for such
reduction. Such Lender shall deliver to Company (with a copy to Agent) a
written statement, setting forth in reasonable detail the basis of the
calculation of such additional amounts, which statement shall be conclusive
and binding upon all parties hereto absent manifest error.

2.8 OBLIGATION OF LENDERS TO MITIGATE.

Each Lender agrees that, as promptly as practicable after the officer
of such Lender responsible for administering the Loans of such Lender, as the
case may be, becomes aware of the occurrence of an event or the existence of a
condition that would cause such Lender to become an Affected Lender under
subsection 2.6C or that would entitle such Lender to receive payments under
subsection 2.7, it will, to the extent not inconsistent with the internal
policies of such Lender and any applicable legal or regulatory restrictions, use
reasonable efforts (i) to make, issue, fund or maintain the Commitments of such
Lender or the affected Loans of such Lender through another lending office of
such Lender or Affiliate, or (ii) take such other measures as such Lender may
deem reasonable, if as a result thereof the circumstances which would cause such
Lender to be an Affected Lender would cease to exist or the additional amounts
which would otherwise be required to be paid to such Lender pursuant to
subsection 2.7 would be materially reduced and if, as determined by such Lender
in its sole discretion, the making, issuing, funding or maintaining of such
Commitments or Loans through such other lending office or in accordance with
such other measures, as the case may be, would not otherwise materially
adversely affect such Commitments or Loans or the interests of such Lender;
PROVIDED that such Lender will not be obligated to utilize such other lending
office pursuant to this subsection 2.8 unless Company agrees to pay all
incremental expenses incurred by such Lender as a result of utilizing such other
lending office as described in clause (i) above. A certificate as to the amount
of any such expenses payable by Company pursuant to this subsection 2.8 (setting
forth in reasonable detail the basis for requesting such amount) submitted by
such Lender to Company (with a copy to Agent) shall be conclusive absent
manifest error.

2.9 SECURITY FOR THE LOANS.

A. PLEDGE AGREEMENTS. As security for the payment and
performance of the Obligations, on or prior to the Closing Date, (i) Company
shall execute and deliver to Agent a Pledge Agreement substantially in the
form of EXHIBIT IX hereto pursuant to which Company shall grant Agent a first
priority perfected security interest in, and lien upon, the capital stock of
each of its Significant Subsidiaries, the Indebtedness of Pledging
Shareholders under the Existing Pledged Notes, all interests of Company under
the Investor Pledge Agreements, and the intercompany Indebtedness of each of
Company's Subsidiaries owing to Company, and (ii) each of Company's
Significant Subsidiaries that, individually or together with Company or any

other Significant Subsidiary of Company, holds ownership interests in one or
more Significant Subsidiaries (other than the partnership interests in the
Texas Partnerships) shall execute and deliver to Agent a Pledge Agreement
substantially in the form of EXHIBIT X hereto pursuant to which such
Significant Subsidiaries shall grant Agent a first priority perfected
security interest in, and lien upon, the capital stock of each Significant
Subsidiary owned by such Significant Subsidiary.

B. GUARANTIES. Each of Company's Significant Subsidiaries shall execute
and deliver to Company the Guaranties, substantially in the form of EXHIBIT XI,
pursuant to which each Significant Subsidiary of Company shall guaranty all of
the Obligations of Company.

C. FURTHER ASSURANCES. Company hereby agrees to execute and deliver, and
to cause to be executed and delivered, to Agent, at Company's sole cost and
expense, such replacement guaranties, financing or continuation statements,
third party consents and such other amendments, agreements, documents,
assignments, statements or instruments as Agent may from time to time reasonably
request to evidence, perfect or otherwise implement the security for performance
and repayment of the Obligations and the obligations of Company's Significant
Subsidiaries under the Guaranties. All of the foregoing shall be reasonably
satisfactory in form and substance to Agent.

SECTION 3. CONDITIONS TO LOANS

The obligations of Lenders to make Loans hereunder are subject to the
satisfaction of the following conditions.

3.1 CONDITIONS TO LOANS.

The obligations of Lenders to make any Loans to be made on the Closing
Date are subject to prior or concurrent satisfaction of the following
conditions:

A. COMPANY DOCUMENTS. On or before the Closing Date, Company shall
deliver or cause to be delivered to Lenders (or to Agent for Lenders with
sufficient originally executed copies, where appropriate, for each Lender and
its counsel) the following, each, unless otherwise noted, dated the Closing
Date:

(i) Certified copies of its Certificate of Incorporation, together
with a good standing certificate from the Secretary of State of the State
of Texas and each other state in which it is qualified as a foreign
corporation to do business and, to the extent generally available, a
certificate or other evidence of good standing as to payment of any
applicable franchise or similar taxes from the appropriate taxing authority
of each of such states, each dated a recent date prior to the Closing Date;

(ii) Copies of its Bylaws, certified as of the Closing Date by its
corporate secretary or an assistant secretary;

(iii) Resolutions of its Board of Directors approving and authorizing
the execution, delivery and performance of this Agreement and the other
Loan Documents, certified as of the Closing Date by its corporate
secretary or an assistant secretary as being in full force and effect
without modification or amendment;

(iv) Signature and incumbency certificates of its officers executing
this Agreement and the other Loan Documents;

(v) Executed originals of this Agreement, the Notes (duly executed
in accordance with subsection 2.1E, drawn to the order of each Lender and
with appropriate insertions) and the other Loan Documents; and

(vi) Such other documents as Agent may reasonably request.

B. COMPANY'S SIGNIFICANT SUBSIDIARIES DOCUMENTS. On or before the
Closing Date, Company shall deliver or cause to be delivered to Lenders (or to
Agent for Lenders with sufficient originally executed copies, where appropriate,
for each Lender and its counsel) the following with respect to each of Company's
Significant Subsidiaries, each, unless otherwise noted, dated the Closing Date:

(i) Certified copies of its charter, together with a good standing
certificate from its jurisdiction of incorporation and of its principal
place of business, dated a recent date prior to the Closing Date;

(ii) Copies of its Bylaws, certified as of the Closing Date by its
corporate secretary or an assistant secretary;

(iii) Resolutions of its Board of Directors approving and authorizing
the execution, delivery and performance of the Guaranty and the Collateral
Documents, if any, to which it is a party, certified as of the Closing
Date by its corporate secretary or an assistant secretary as being in full
force and effect without modification or amendment; and

(iv) Signature and incumbency certificates of its officers executing
the Guaranty and the Collateral Documents, if any, to which it is a party.

C. COMPANY SHAREHOLDERS AGREEMENT. Company Shareholders Agreement shall
be in full force and effect and shall not have been amended or modified without
the consent of Agent and Requisite Lenders.

▇. ▇▇▇▇▇▇▇ ACQUISITION. The Doppelt Acquisition shall be consummated in
accordance with the terms of the Doppelt Acquisition Agreement for an initial
aggregate purchase price not exceeding $23,025,000.

E. TERMINATION OF EXISTING CREDIT AGREEMENT. Concurrently with the
making of the Loans, Company shall repay in full all indebtedness outstanding
under the Existing Credit Agreement and the obligations of the lenders
thereunder to make loans and issue letters of credit shall be terminated.

F. OPINIONS OF COUNSEL FOR COMPANY AND COMPANY'S SUBSIDIARIES. Lenders
and their respective counsel shall have received originally executed copies of
one or more favorable written opinions of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for
Company and Company's Subsidiaries, in form and substance reasonably
satisfactory to Agent and its counsel, dated as of the Closing Date and setting
forth substantially the matters in the opinions designated in EXHIBIT V annexed
hereto and as to such other matters as Agent acting on behalf of Lenders may
reasonably request.

G. OPINIONS OF AGENT'S COUNSEL. Lenders shall have received originally
executed copies of one or more favorable written opinions of O'Melveny & ▇▇▇▇▇
LLP, counsel to Agent, dated as of the Closing Date, substantially in the form
of EXHIBIT VI annexed hereto and as to such other matters as Agent acting on
behalf of Lenders may reasonably request.

H. GUARANTIES. On or before the Closing Date, Company's Significant
Subsidiaries shall each have executed and delivered to Agent a Guaranty,
substantially in the form of EXHIBIT XII annexed hereto, each Guaranty covering
such other matters requested by Agent.

I. COLLATERAL DOCUMENTS. On or before the Closing Date, Agent shall have
received the Pledge Agreements from Company and each of Company's Significant
Subsidiaries as described in subsection 2.9A in substantially the forms of
EXHIBITS IX AND X annexed hereto, respectively. Company shall have taken or
caused to be taken such actions in such a manner so that Agent has a valid and
perfected first priority security interest in the entire Collateral (subject to
Liens consented to in writing by Agent and Requisite Lenders with respect to
such Collateral and other Liens permitted by subsection 6.2) granted by the
Collateral Documents. Such actions shall include, without limitation, the
delivery pursuant to the applicable Collateral Documents of such certificates
(which certificates shall be registered in the name of Agent or properly
endorsed in blank for transfer or accompanied by irrevocable undated stock
powers duly endorsed in blank, all in form and substance satisfactory to Agent)
representing all of the shares of capital stock required to be pledged, the
Existing Pledged Notes, the Investor Pledge Agreements, and such notes
representing all of the intercompany Indebtedness required to be pledged
pursuant to the Collateral Documents.

J. FEES. Company shall have paid to Agent, for distribution (as
appropriate) to Agent, BT Securities Corporation and Lenders, the fees payable
on the Closing Date referred to in subsection 2.3.

K. REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF AGREEMENTS. The
representations and warranties in Section 4 hereof are true, correct and
complete in all material

respects on and as of the Closing Date to the same extent as though made on
and as of that date and that Company shall have performed in all material
respects all agreements and satisfied all conditions which this Agreement
provides shall be performed or satisfied by it on or before the Closing Date
except as otherwise disclosed to and agreed to in writing by Agent and
Requisite Lenders.

L. NO DEFAULT. No Event of Default or Potential Event of Default shall
have occurred or be caused by the making of the Loans.

M. DELIVERY OF LEVEL DETERMINATION CERTIFICATE. On the Closing Date,
Company shall deliver a Level Determination Certificate calculated utilizing the
financial statements referred to in subsection 4.3(ii).

N. COMPLETION OF PROCEEDINGS. All corporate and other proceedings taken
or to be taken in connection with the transactions contemplated hereby and all
documents incidental thereto not previously found acceptable by Agent, acting on
behalf of Lenders, and its counsel shall be satisfactory in form and substance
to Agent and such counsel, and Agent and such counsel shall have received all
such counterpart originals or certified copies of such documents as Agent may
reasonably request.

O. NOTICE OF BORROWING. On or before Closing Date, Agent shall have
received in accordance with the provisions of subsection 2.1B, an originally
executed Notice of Borrowing, in each case signed by the chief executive
officer, the chief financial officer or the treasurer of Company or by any
executive officer of Company designated by any of the above-described officers
on behalf of Company in a writing delivered to Agent.

P. NO INJUNCTION OR RESTRAINING ORDER. No order, judgment or decree
of any court, arbitrator or governmental authority shall purport to enjoin or
restrain any Lender from making the Loans to be made by it on Closing Date.

3.2 CONDITIONS TO ALL LOANS.

The obligations of Lenders to make Loans on each Funding Date are subject
to the following conditions precedent:

A. Agent shall have received before that Funding Date, in accordance with
the provisions of subsection 2.1B, an originally executed Notice of Borrowing,
in each case signed by the chief executive officer, the chief financial officer
or the treasurer of Company or by any executive officer of Company designated by
any of the above described officers on behalf of Company in a writing delivered
to Agent.

B. As of that Funding Date:

(i) The representations and warranties contained herein and in the
other Loan Documents shall be true, correct and complete in all material
respects on and as of that Funding Date to the same extent as though made
on and as of that date, except to the extent such representations and
warranties shall have been true, correct and complete in all material
respects on and as of such earlier date;

(ii) No event shall have occurred and be continuing or would result
from the consummation of the borrowing contemplated by such Notice of
Borrowing that would constitute an Event of Default or a Potential Event of
Default;

(iii) Company shall have performed in all material respects all
agreements and satisfied all conditions which this Agreement provides shall
be performed or satisfied by it on that Funding Date;

(iv) No order, judgment or decree of any court, arbitrator or
governmental authority shall purport to enjoin or restrain any Lender from
making the Loans to be made by it on that Funding Date;

(v) The making of the Loans requested on such Funding Date shall not
violate any law including, without limitation, Regulation G, Regulation T,
Regulation U or Regulation X of the Board of Governors of the Federal
Reserve System; and

(vi) There shall not be pending or, to the knowledge of Company,
threatened, any action, suit, proceeding, governmental investigation or
arbitration against or affecting Company or any of its Subsidiaries or any
property of Company or any of its Subsidiaries that has not been disclosed
by Company in writing pursuant to subsection 4.6 or 5.1(viii) prior to the
making of the last preceding Loans (or, in the case of the initial Loans,
prior to the execution of this Agreement), and there shall have occurred no
development not so disclosed in any such action, suit, proceeding,
governmental investigation or arbitration so disclosed, that, in either
event, in the opinion of Agent or Requisite Lenders, would be expected to
have a Material Adverse Effect; and no injunction or other restraining
order to be issued shall be pending or noticed with respect to any action,
suit or proceeding seeking to enjoin or otherwise prevent the consummation
of, or to recover any damages or obtain relief as a result of, the
transactions contemplated by this Agreement or the making of the Loans.

SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES

In order to induce Lenders to enter into this Agreement and to induce
other Lenders to purchase participations therein, Company represents and
warrants to each Lender, on the date of this Agreement, and on the Closing Date,
that the following statements are true, correct and complete:

4.1 ORGANIZATION, POWERS, QUALIFICATION, GOOD STANDING, BUSINESS AND
SUBSIDIARIES.

A. ORGANIZATION AND POWERS. Company is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Texas. Company has all requisite corporate power and authority to own and
operate its properties, to carry on its business as now conducted and as
proposed to be conducted, to enter into the Loan Documents and to carry out
the transactions contemplated thereby.

B. QUALIFICATION AND GOOD STANDING. Company is qualified to do
business and in good standing in every jurisdiction where its assets are
located and wherever necessary to carry out its business and operations,
except in jurisdictions where the failure to be so qualified or in good
standing has not had and will not have a Material Adverse Effect.

C. CONDUCT OF BUSINESS. Company and its Subsidiaries are engaged
only in the businesses permitted to be engaged in pursuant to subsection 6.12.

D. SUBSIDIARIES. All of the Subsidiaries of Company are
identified in SCHEDULE 4.1D annexed hereto, as such SCHEDULE 4.1D may be
supplemented from time to time pursuant to the provisions of subsection
5.1(xiii). The capital stock or partnership interests or limited liability
company interests of each of the Subsidiaries of Company identified in
SCHEDULE 4.1D annexed hereto (as so supplemented) is duly authorized, validly
issued, fully paid and nonassessable, as applicable, and none of such capital
stock constitutes Margin Stock. Each of the Subsidiaries of Company
identified in SCHEDULE 4.1D annexed hereto (as so supplemented) is a
corporation duly organized, or a general partnership or limited partnership
or a limited liability company duly formed, and is validly existing and in
good standing under the laws of its respective jurisdiction of incorporation
or formation set forth therein, has all requisite corporate or partnership
power and authority to own and operate its properties and to carry on its
business as now conducted and as proposed to be conducted, and is qualified
to do business and in good standing in every jurisdiction where its assets
are located and wherever necessary to carry out its business and operations,
in each case except where failure to be so qualified or in good standing or a
lack of such corporate or partnership power and authority has not had and
will not have a Material Adverse Effect. SCHEDULE 4.1D annexed hereto (as so
supplemented) correctly sets forth the ownership interest of Company and each
of its Subsidiaries in each of the Subsidiaries of Company identified therein.

E. SIGNIFICANT SUBSIDIARIES. All of the Significant Subsidiaries
of Company are identified in SCHEDULE 4.1E, annexed hereto, as such schedule
may be supplemented from time to time pursuant to the provisions of
subsection 5.1(xiv).

4.2 AUTHORIZATION OF BORROWING, ETC.

A. AUTHORIZATION OF BORROWING. The execution, delivery and
performance of the Loan Documents have been duly authorized by all necessary
corporate action on the part of Company.

B. NO CONFLICT. The execution, delivery and performance by
Company of the Loan Documents and the consummation of the transactions
contemplated by the Loan Documents do not and will not (i) except as would
not have a Material Adverse Effect, violate any provision of any law or any
governmental rule or regulation applicable to Company or any of its
Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of
Company or any of its Subsidiaries or any order, judgment or decree of any
court or other agency of government binding on Company or any of its
Subsidiaries, (ii) except as would not have a Material Adverse Effect,
conflict with, result in a breach of or constitute (with due notice or lapse
of time or both) a default under any Contractual Obligation of Company or any
of its Subsidiaries, (iii) result in or require the creation or imposition of
any Lien upon any of the properties or assets of Company or any of its
Subsidiaries (other than any Liens created under any of the Loan Documents in
favor of Agent on behalf of Lenders), or (iv) require any approval of
stockholders or any approval or consent of any Person under any Contractual
Obligation of Company or any of its Subsidiaries, except for such approvals
or consents which will be obtained on or before the Closing Date and
disclosed in writing to Lenders.

C. GOVERNMENTAL CONSENTS. The execution, delivery and
performance by Company of the Loan Documents and the consummation of the
transactions contemplated by the Loan Documents do not and will not require
any registration with, consent or approval of, or notice to, or other action
to, with or by, any federal, state or other governmental authority or
regulatory body except for customary UCC filings.

D. BINDING OBLIGATION. Each of the Loan Documents has been duly
executed and delivered by Company and is the legally valid and binding
obligation of Company, enforceable against Company in accordance with its
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.

E. VALID ISSUANCE OF COMPANY COMMON STOCK. The Company Common
Stock is duly and validly issued, fully paid and nonassessable. No
stockholder of Company has or will have any preemptive rights to subscribe
for any additional equity Securities of Company. The issuance and sale of
such Company Common Stock, upon such issuance and sale, will either (a) have
been registered or qualified under applicable federal and state securities
laws or (b) be exempt therefrom.

4.3 FINANCIAL CONDITION.

Company has heretofore delivered to Lenders, at Lenders' request,
the following financial statements and information: (i) the unaudited
consolidated balance sheet of

Company and its Subsidiaries as at December 31, 1996 prepared by a certified
public accountant acceptable to Agent and the related consolidated statement
of income, stockholders' equity and cash flows of Company and its
Subsidiaries for the Fiscal Year then ended and (ii) the unaudited
consolidated balance sheets of Company and its Subsidiaries as at March 31,
1997 and the related unaudited consolidated statements of income and
stockholders' equity of Company and its Subsidiaries for the three months
then ended. All such statements were prepared in conformity with GAAP and
fairly present the financial position (on a consolidated and, where
applicable, consolidating basis) of the entities described in such financial
statements as at the respective dates thereof and the results of operations
and annual cash flows (on a consolidated and, where applicable, consolidating
basis) of the entities described therein for each of the periods then ended,
subject, in the case of any such unaudited financial statements, to changes
resulting from audit and normal year-end adjustments and the absence of full
footnotes. Quarterly statements will not reflect audit adjustments. As of
the Closing Date, Company does not (and will not following the funding of the
Loans) have any Contingent Obligation, contingent liability or liability for
taxes, long-term lease or unusual forward or long-term commitment that is not
reflected in the foregoing financial statements described in clauses (i) and
(ii) above or the notes thereto or in Company's periodic reports filed with
the Securities and Exchange Commission and which in any such case is material
in relation to the business, operations, properties, assets, condition
(financial or otherwise) or prospects of Company or any of its Subsidiaries.

4.4 NO MATERIAL ADVERSE CHANGE; NO RESTRICTED JUNIOR PAYMENTS.

Since December 31, 1996, no event or change has occurred that has
caused or evidences, either in any case or in the aggregate, a Material
Adverse Effect. Neither Company nor any of its Subsidiaries has directly or
indirectly declared, ordered, paid or made, or set apart any sum or property
for, any Restricted Junior Payment or agreed to do so except as permitted by
subsection 6.5.

4.5 TITLE TO PROPERTIES; LIENS.

Company and its Subsidiaries have (i) good, sufficient and legal
title to (in the case of fee interests in real property), (ii) valid
leasehold interests in (in the case of leasehold interests in real or
personal property), or (iii) good title to (in the case of all other personal
property), all of their respective properties and assets reflected in the
financial statements referred to in subsection 4.3 or in the most recent
financial statements delivered pursuant to subsection 5.1, in each case
except for assets disposed of since the date of such financial statements in
the ordinary course of business or as otherwise permitted under subsection
6.7. Except as permitted by this Agreement (including, without limitation,
subsection 6.2), all such properties and assets are free and clear of Liens.

4.6 LITIGATION; ADVERSE FACTS.

Except as set forth in SCHEDULE 4.6 annexed hereto, there are no
actions, suits, proceedings, arbitrations or governmental investigations
(whether or not purportedly on behalf of Company or any of its Subsidiaries)
at law or in equity or before or by any federal, state, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, pending or, to the knowledge of
Company, threatened against or affecting Company or any of its Subsidiaries
or any property of Company or any of its Subsidiaries that, individually or
in the aggregate, could reasonably be expected to result in a Material
Adverse Effect. Neither Company nor any of its Subsidiaries is (i) in
violation of any applicable laws that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect or (ii)
subject to or in default with respect to any final judgments, writs,
injunctions, decrees, rules or regulations of any court or any federal,
state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse
Effect.

4.7 PAYMENT OF TAXES.

Except to the extent permitted by subsection 5.3, all tax returns
and reports of Company and its Subsidiaries required to be filed by any of
them have been timely filed, and all taxes, assessments, fees and other
governmental charges upon Company and its Subsidiaries and upon their
respective properties, assets, income, businesses and franchises which are
due and payable have been paid when due and payable, and Company knows of no
proposed tax assessment against Company or any of its Subsidiaries, in each
case which is not being actively contested by Company or such Subsidiary in
good faith and by appropriate proceedings; PROVIDED that such reserves or
other appropriate provisions, if any, as shall be required in conformity with
GAAP shall have been made or provided therefor.

4.8 PERFORMANCE OF AGREEMENTS; MATERIALLY ADVERSE AGREEMENTS.

A. Neither Company nor any of its Subsidiaries is in default in
the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any of its Contractual Obligations, and
no condition exists that, with the giving of notice or the lapse of time or
both, would constitute such a default, except where the consequences, direct
or indirect, of such default or defaults, if any, would not have a Material
Adverse Effect.

B. Neither Company nor any of its Subsidiaries is a party to or
is otherwise subject to any agreements or instruments or any charter or other
internal restrictions which, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.

4.9 GOVERNMENTAL REGULATION.

Neither Company nor any of its Subsidiaries is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act or the Investment Company Act of 1940
or under any other federal or state statute or regulation which may limit its
ability to incur Indebtedness or which may otherwise render all or any
portion of the Obligations unenforceable.

4.10 SECURITIES ACTIVITIES.

A. Neither Company nor any of its 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.

B. Following application of the proceeds of each Loan, not more
than 25% of the value of the assets (either of Company only or of Company and
its Subsidiaries on a consolidated basis) subject to the provisions of
subsection 6.2 or 6.7 or subject to any restriction contained in any
agreement or instrument, between Company and any Lender or any Affiliate of
any Lender, relating to Indebtedness and within the scope of subsection 7.2,
will be Margin Stock.

4.11 EMPLOYEE BENEFIT PLANS.

A. Company and each of its ERISA Affiliates are in compliance in
all material respects with all applicable provisions and requirements of
ERISA and the regulations and published interpretations thereunder with
respect to each Employee Benefit Plan, and have performed all their
obligations in all material respects under each Employee Benefit Plan.

B. No ERISA Event has occurred or is reasonably expected to occur.

C. Except to the extent required under Section 4980B of the
Internal Revenue Code or state law conversion right or except as set forth in
SCHEDULE 4.11 annexed hereto, no Employee Benefit Plan provides health or
welfare benefits (through the purchase of insurance or otherwise) for any
retired or former employees of Company or any of its ERISA Affiliates.

D. As of the most recent valuation date for any Pension Plan, the
amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans (excluding for
purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities), does not exceed $1,000,000.

4.12 CERTAIN FEES.

No broker's or finder's fee or commission will be payable with
respect to this Agreement or any of the transactions contemplated hereby, and
Company hereby indemnifies Lenders against, and agrees that it will hold
Lenders harmless from, any claim, demand or liability for any such broker's
or finder's fees alleged to have been incurred in connection herewith or
therewith and any expenses (including reasonable fees, expenses and
disbursements of counsel) arising in connection with any such claim, demand
or liability.

4.13 ENVIRONMENTAL PROTECTION.

Except as set forth in SCHEDULE 4.13 annexed hereto:

(i) to the best knowledge of Company, the operations of
Company and each of its Subsidiaries (including, without limitation,
all operations and conditions at or in the Facilities) comply in all
material respects with all Environmental Laws;

(ii) none of the operations of Company or any of its
Subsidiaries is subject to any judicial or administrative proceeding
alleging the violation of or liability under any Environmental Laws
which if adversely determined could reasonably be expected to have a
Material Adverse Effect; and

(iii) neither Company nor any of its Subsidiaries nor any of
their respective Facilities or operations are subject to any
outstanding written order or agreement with any governmental
authority or private party relating to (a) prior administrative or
judicial proceedings relating to the violation by Company or such
Subsidiary of any Environmental Laws or (b) any Environmental Claims.

4.14 EMPLOYEE MATTERS.

There is no strike or work stoppage in existence or threatened
involving Company or any of its Subsidiaries that could reasonably be
expected to have a Material Adverse Effect.

4.15 SOLVENCY.

Company and each of its Significant Subsidiaries is and, upon the
incurrence of any Obligations by Company on any date on which this
representation is made, will be, Solvent.

4.16 DISCLOSURE.

No representation or warranty of Company or any of its Subsidiaries
contained in any Loan Document or in any other document, certificate or
written statement furnished to

Lenders by or on behalf of Company or any of its Subsidiaries for use in
connection with the transactions contemplated by this Agreement contains any
untrue statement of a material fact or omits to state a material fact (known
to Company, in the case of any document not furnished by it) necessary in
order to make the statements contained herein or therein not misleading in
light of the circumstances in which the same were made. Any projections and
PRO FORMA financial information contained in such materials are based upon
good faith estimates and assumptions believed by Company to be reasonable at
the time made, it being recognized by Lenders that such projections as to
future events are not to be viewed as facts and that actual results during
the period or periods covered by any such projections may differ from the
projected results. There are no facts known (or which should upon the
reasonable exercise of diligence be known) to Company (other than matters of
a general economic nature) that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect and that have
not been disclosed herein or in such other documents, certificates and
statements furnished to Lenders for use in connection with the transactions
contemplated hereby.

4.17 SECURITY INTERESTS.

The Liens granted to Agent on behalf of Lenders by the Pledging
Shareholders, Company and Company's Subsidiaries pursuant to the Collateral
Documents are perfected first priority Liens (except for Liens provided for
in clauses (i) through (ix) of the definition of "Permitted Encumbrances") in
the Collateral described therein including the proceeds and products thereof.

4.18 CALIBER PROGRAM.

All leases entered into by Company and Company's Subsidiaries
pursuant to the Caliber Program are Operating Leases.

SECTION 5. COMPANY'S AFFIRMATIVE COVENANTS

Company covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all
of the Loans and other Obligations unless Requisite Lenders shall otherwise
give prior written consent, Company shall perform, and shall cause each of
its Subsidiaries to perform, all covenants in this Section 5.

5.1 FINANCIAL STATEMENTS AND OTHER REPORTS.

Company will maintain, and cause each of its Subsidiaries to
maintain, a system of accounting established and administered in accordance
with sound business practices sufficient to permit preparation of financial
statements in conformity with GAAP. Company will deliver to Agent and
Lenders:

(i) MONTHLY FINANCIALS: as soon as available and in any event
within 30 days after the end of each month ending after the Closing
Date, the consolidated statement of income of Company and its
Subsidiaries and the statement of income for each business division 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 each case in
comparative form the corresponding figures for the corresponding periods
of the previous Fiscal Year and the corresponding figures from the
financial plan for the current Fiscal Year, to the extent prepared on a
monthly basis, all in reasonable detail and certified by the chief
financial officer of Company that they fairly present the results of
operations of Company and its Subsidiaries for the periods indicated,
subject to changes resulting from audit and normal year-end adjustments;

(ii) QUARTERLY FINANCIALS: as soon as available and in any event
within 45 days after the end of each Fiscal Quarter, with respect to
Company and its Subsidiaries (a) the consolidated balance sheets thereof
as at the end of such Fiscal Quarter and the related consolidated
statements of income and stockholders' equity thereof for such Fiscal
Quarter and for the period from the beginning of the then current Fiscal
Year to the end of such Fiscal Quarter, setting forth in each case in
comparative form the corresponding figures for the corresponding periods
of the previous Fiscal Year and the corresponding figures from the
financial plan for the current Fiscal Year, all in reasonable detail and
certified by the chief financial officer of Company that they fairly
present the financial condition of Company and its Subsidiaries, as at
the dates indicated and the results of their operations and their cash
flows for the periods indicated, subject to changes resulting from audit
and normal year-end adjustments, and (b) a narrative report describing
the operations thereof in the form prepared for presentation to senior
management for such Fiscal Quarter and for the period from the beginning
of the then current Fiscal Year to the end of such Fiscal Quarter;

(iii) YEAR-END FINANCIALS: as soon as available and in any event
within 180 days after the end of each Fiscal Year, with respect to
Company and its Subsidiaries, (a) the consolidated and consolidating
balance sheets thereof as at the end of such Fiscal Year and the related
consolidated and consolidating statements of income, stockholders'
equity and cash flows thereof for such Fiscal Year, setting forth in
each case in comparative form the corresponding figures for the previous
Fiscal Year, all in reasonable detail and certified by the chief
financial officer of Company that they fairly present the financial
condition of Company and its Subsidiaries and as at the dates indicated
and the results of their operations and their cash flows for the periods
indicated, (b) a narrative report describing the operations thereof in
the form prepared for presentation to senior management for such Fiscal
Year, and (c) in the case of such consolidated financial statements, a
report thereon of [Ernst & Young LLP] or other independent certified
public accountants of recognized national standing selected by Company
which report shall be unqualified, shall express no doubts about the
ability of Company and its Subsidiaries to continue as a going concern,
and shall state that such consolidated financial statements fairly
present, in all material respects, the

consolidated financial position of Company 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 (except as otherwise
disclosed in such financial statements) and that the audit by such
accountants in connection with such consolidated financial statements has
been made in accordance with generally accepted auditing standards;

(iv) OFFICERS' AND COMPLIANCE CERTIFICATES: together with each
delivery of financial statements of Company and its Subsidiaries
pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officers'
Certificate of Company stating that the signers have reviewed the terms
of this Agreement and have made, or caused to be made under their
supervision, a review in reasonable detail of the transactions and
condition of Company and its Subsidiaries during the accounting period
covered by such financial statements and that such review has not
disclosed the existence during or at the end of such accounting period,
and that the signers do not have knowledge of the existence as at the
date of such Officers' Certificate, of any condition or event that
constitutes an Event of Default or Potential Event of Default, or, if
any such condition or event existed or exists, specifying the nature and
period of existence thereof and what action Company has taken, is taking
and proposes to take with respect thereto; and (b) a Compliance
Certificate demonstrating in reasonable detail compliance during and at
the end of the applicable accounting periods with the restrictions
contained in Section 6;

(v) ACCOUNTANTS' CERTIFICATION: together with each delivery of
consolidated financial statements of Company and its Subsidiaries
pursuant to subdivision (iii) above, a written statement by the
independent certified public accountants giving the report thereon (a)
stating that their audit has included a review of the terms of this
Agreement and the other Loan Documents as they relate to accounting
matters, (b) stating whether, in connection with their audit, any
condition or event that constitutes an Event of Default or Potential
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 that such accountants shall not be liable by
reason of any failure to obtain knowledge of any such Event of Default
or Potential Event of Default that would not be disclosed in the course
of their audit, and (c) stating that based on their audit nothing has
come to their attention that causes them to believe either or both that
the information contained in the certificates delivered therewith
pursuant to subdivision (iv) above is not correct or that the matters
set forth in the Compliance Certificates delivered therewith pursuant to
clause (b) of subdivision (iv) above for the applicable Fiscal Year are
not stated in accordance with the terms of this Agreement;

(vi) ACCOUNTANTS' REPORTS: promptly upon receipt thereof (unless
restricted by applicable professional standards), copies of all reports
submitted to Company by independent certified public accountants in
connection with each annual, interim or special audit of the financial
statements of Company and its Subsidiaries made by such

accountants, including, without limitation, any comment letter submitted
by such accountants to management in connection with their annual audit;

(vii) EVENTS OF DEFAULT, ETC.: promptly upon any officer of
Company obtaining knowledge (a) of any condition or event that
constitutes an Event of Default or Potential Event of Default, or
becoming aware that any Lender has given any notice (other than to
Agent) or taken any other action with respect to a claimed Event of
Default or Potential Event of Default, (b) that any Person has given any
notice to Company 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 subsection 7.2, (c) of the occurrence of any event or
change that has caused or evidences, either in any case or in the
aggregate, a Material Adverse Effect, an Officers' Certificate
specifying the nature and period of existence of such condition, event
or change, or specifying the notice given or action taken by any such
Person and the nature of such claimed Event of Default, Potential Event
of Default, default, event or condition, and what action Company has
taken, is taking and proposes to take with respect thereto;

(viii) LITIGATION OR OTHER PROCEEDINGS: promptly upon any
officer of Company obtaining knowledge of (X) the institution of, or
non-frivolous threat of, any action, suit, proceeding (whether
administrative, judicial or otherwise), governmental investigation or
arbitration against or affecting Company or any of its Subsidiaries or
any property of Company or any of its Subsidiaries (collectively,
"PROCEEDINGS") not previously disclosed in writing by Company to Lenders
or (Y) any material development in any Proceeding that, in any case:

(1) if adversely determined, has a reasonable possibility of
giving rise to a Material Adverse Effect; or

(2) seeks to enjoin or otherwise prevent the consummation of,
or to recover any damages or obtain relief as a result of, the
transactions contemplated hereby;

written notice thereof together with such other information as may be
reasonably available to Company to enable Lenders and their counsel to
evaluate such matters, and promptly after request by Agent such other
information as may be reasonably requested by Agent to enable Agent and
its counsel to evaluate any of such Proceedings;

(ix) ERISA EVENTS: promptly upon becoming aware of the occurrence
of or forthcoming occurrence of any ERISA Event, a written notice
specifying the nature thereof, what action Company or any of its ERISA
Affiliates has taken, is taking or proposes to take with respect thereto
and, when known, any action taken or threatened by the Internal Revenue
Service, the Department of Labor or the PBGC with respect thereto;

(x) ERISA NOTICES: with reasonable promptness, copies of (a) each
Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
filed by Company or any of its ERISA Affiliates with the Internal Revenue
Service with respect to each Pension Plan; (b) all notices received by
Company or any of its ERISA Affiliates from a Multiemployer Plan sponsor
concerning an ERISA Event; and (c) such other documents or governmental
reports or filings relating to any Employee Benefit Plan as Agent shall
reasonably request;

(xi) LEVEL DETERMINATION CERTIFICATE: not later than concurrently
with the delivery of the financial statements required under subsections
5.1(ii) and 5.1(iii), Company shall deliver a Level Determination
Certificate relating to the Fiscal Quarter most recently ended;

(xii) PERMITTED ACQUISITIONS: as soon as available (a) to the
extent reasonably available, the consolidated balance sheets and the
related consolidated statements of income, stockholders' equity and cash
flows of any entity subject to a Permitted Acquisition and its Subsidiaries
as at the end of the three prior fiscal years, (b) the PRO FORMA
consolidated balance sheets and the related consolidated statements of
income, stockholders' equity and cash flows of Company and its Subsidiaries
for the Fiscal Year in which any Permitted Acquisition shall be made, after
giving effect to such Permitted Acquisition, (c) a calculation of the Total
Leverage Ratio giving effect to the Permitted Acquisition, and (d) the
projected pro forma EBITDA after giving effect to the Permitted Acquisition
(which shall be an annualized projected amount which once established for
an acquired business shall not change in subsequent fiscal periods except
as otherwise provided herein), each such projected amount to be deemed
acceptable to Requisite Lenders in the absence of written objection thereto
by Requisite Lenders on or before the tenth day following receipt of such
projected amount and may be subsequently revised with the consent of
Requisite Lenders from time to time;

(xiii) SUBSIDIARIES: promptly upon any Person becoming a Subsidiary
of Company, a written notice setting forth with respect to such Person (a)
the date on which such Person became a Subsidiary of Company, respectively,
and (b) all of the data required to be set forth in SCHEDULE 4.1D annexed
hereto with respect to all Subsidiaries of Company (it being understood
that such written notice shall be deemed to supplement SCHEDULE 4.1D
annexed hereto for all purposes of this Agreement);

(xiv) SIGNIFICANT SUBSIDIARIES: promptly upon any Person becoming a
Significant Subsidiary of Company, a written notice setting forth with
respect to such Person (a) the date on which such Person became a
Significant Subsidiary of Company, respectively, and (b) all of the data
required to be set forth in SCHEDULE 4.1E annexed hereto with respect to
all Significant Subsidiaries of Company (it being understood that such
written notice shall be deemed to supplement SCHEDULE 4.1E annexed hereto
for all purposes of this Agreement);

(xv) MONTHLY REPORT ON IPO: not later than concurrently with the
delivery of the financial statements required under subsection 5.1(i), a
written report with updates on the progress and status of the IPO in detail
reasonably satisfactory to Agent and the Lenders;

(xvi) 1996 FINANCIALS: as soon as possible, and no later than 30
days after the same becomes available, Company shall deliver to Agent,
audited consolidated balance sheets of Company and its Subsidiaries as at
December 31, 1996; and

(xvii) OTHER INFORMATION: with reasonable promptness, such other
information and data with respect to Company or any of its Subsidiaries as
from time to time may be reasonably requested by any Lender.

5.2 CORPORATE EXISTENCE, ETC.

Except as permitted under subsection 6.7, Company will, and will cause
each of its Subsidiaries to, at all times preserve and keep in full force and
effect its corporate existence and all rights and franchises material to its
business.

5.3 PAYMENT OF TAXES AND CLAIMS; TAX CONSOLIDATION.

A. Company will, and will cause each of its Subsidiaries to, pay all
taxes, assessments and other governmental charges imposed upon it or any of its
properties or assets or in respect of any of its income, businesses or
franchises before any penalty accrues thereon, and all claims (including,
without limitation, claims for labor, services, materials and supplies) for sums
that have become due and payable and that by law have or may become a Lien upon
any of its properties or assets, prior to the time when any penalty or fine
shall be incurred with respect thereto; PROVIDED that no such charge or claim
need be paid if being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted and if such reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made therefor.

B. Company will not, nor will it permit any of its Subsidiaries to,
file or consent to the filing of any consolidated income tax return with any
Person (other than Company or any of its Subsidiaries).

5.4 MAINTENANCE OF PROPERTIES; INSURANCE.

Company will, and will cause each of its Subsidiaries to, maintain or
cause to be maintained in good repair, working order and condition, ordinary
wear and tear excepted, all material properties used in the business of Company
and its Subsidiaries (including, without limitation, Intellectual Property) and
from time to time will make or cause to be made all appropriate repairs,
renewals and replacements thereof. Company will maintain or cause to be
maintained, with financially sound and reputable insurers, insurance with
respect to its

properties and business and the properties and businesses of its Subsidiaries
against loss or damage of the kinds customarily carried or maintained under
similar circumstances by corporations of established reputation engaged in
similar businesses.

5.5 INSPECTION; LENDER MEETING.

Company shall, and shall cause each of its Subsidiaries to, permit any
authorized representatives designated by any Lender to visit and inspect any of
the properties of Company or any of its Subsidiaries, including its and their
financial and accounting records, and to make copies and take extracts
therefrom, and to discuss its and their affairs, finances and accounts with its
and their officers and independent public accountants (provided that Company
may, if it so chooses, be present at or participate in any such discussion), all
upon reasonable notice and at such reasonable times during normal business hours
and as often as may be reasonably requested. Without in any way limiting the
foregoing, Company will, upon the request of Agent or Requisite Lenders,
participate in a meeting of Agent and Lenders once during each Fiscal Year to be
held at Company's corporate offices (or such other location as may be agreed to
by Company and Agent) at such time as may be agreed to by Company and Agent.

5.6 COMPLIANCE WITH LAWS, ETC.

Company shall, and shall cause each of its Subsidiaries to, comply
with the requirements of all applicable laws, rules, regulations and orders of
any governmental authority, noncompliance with which could reasonably be
expected to cause a Material Adverse Effect.

5.7 ENVIRONMENTAL DISCLOSURE AND INSPECTION.

A. Company shall, and shall cause each of its Subsidiaries to,
exercise all due diligence to comply and cause (i) all tenants under any leases
or occupancy agreements affecting any portion of the Facilities and (ii) all
other Persons on or occupying such property, to comply with all Environmental
Laws.

B. Company agrees that Agent may, from time to time and in its sole
and absolute discretion, retain, at Company's expense, an independent
professional consultant to review any report relating to Hazardous Materials
prepared by or for Company in the context of an Environmental Claim against
Company or Release or threatened Release of Hazardous Materials. Company and
Agent hereby acknowledge and agree that any report of any investigation
conducted at the request of Agent will be obtained and shall be used by Agent
and Lenders for the purposes of Lenders' internal credit decisions, to monitor
and police the Loans and to protect Lenders' security interests, if any, created
by the Loan Documents. Agent agrees to deliver a copy of any such report to
Company with the understanding that Company acknowledges and agrees that (i) it
will indemnify and hold harmless Agent and each Lender from any costs, losses or
liabilities relating to Company's use of or reliance on such report,

(ii) neither Agent nor any Lender makes any representation or warranty with
respect to such report, and (iii) by delivering such report to Company, neither
Agent nor any Lender is requiring or recommending the implementation of any
suggestions or recommendations contained in such report.

C. Company shall promptly advise Lenders in writing and in
reasonable detail of (i) any remedial action taken by Company or any other
Person in response to (x) any Hazardous Materials on, under or about any
Facility, the existence of which has a reasonable possibility of resulting in an
Environmental Claim having a Material Adverse Effect, or (y) any Environmental
Claim that could have a Material Adverse Effect and (ii) any request for
information from any governmental agency that suggests such agency is
investigating whether Company or any of its Subsidiaries may be potentially
responsible for a Release of Hazardous Materials.

D. Company shall promptly notify Lenders of (i) any proposed
acquisition of stock, assets, or property by Company or any of its
Subsidiaries that could reasonably be expected to expose Company or any of
its Subsidiaries to, or result in, Environmental Claims that could have a
Material Adverse Effect or that could reasonably be expected to have a
material adverse effect on any Governmental Authorization then held by
Company or any of its Subsidiaries and (ii) any proposed action to be taken
by Company or any of its Subsidiaries to commence manufacturing, industrial
or other operations that could reasonably be expected to subject Company or
any of its Subsidiaries to additional laws, rules or regulations, including,
without limitation, laws, rules and regulations requiring additional
environmental permits or licenses.

E. Company shall, at its own expense, provide copies of such
documents or information as Agent may reasonably request in relation to any
matters disclosed pursuant to this subsection 5.7.

5.8 COMPANY'S REMEDIAL ACTION REGARDING HAZARDOUS MATERIALS.

Company shall promptly take, and shall cause each of its Subsidiaries
promptly to take, any and all necessary remedial action in connection with the
presence, storage, use, disposal, transportation or Release of any Hazardous
Materials on, under or about any Facility in order to comply with all applicable
Environmental Laws and Governmental Authorizations except when, and only to the
extent that, Company's or such Subsidiary's liability for such presence,
storage, use, disposal, transportation or discharge of any Hazardous Materials
is being contested in good faith by Company or such Subsidiary. In the event
Company or any of its Subsidiaries undertakes any remedial action with respect
to any Hazardous Materials on, under or about any Facility, Company or such
Subsidiary shall conduct and complete such remedial action in compliance with
all applicable Environmental Laws, and in accordance with the policies, orders
and directives of all federal, state and local governmental authorities except
when, and only to the extent that, Company's or such Subsidiary's liability for
such presence,

storage, use, disposal, transportation or discharge of any Hazardous
Materials is being contested in good faith by Company or such Subsidiary.

5.9 COLLATERAL DOCUMENTS; FURTHER ASSURANCES.

Company from time to time shall or shall cause the Pledging
Shareholders (other than Crow Family Partnership L.P. and ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇)
and Company's Subsidiaries to execute, deliver and file all such notices,
statements and other documents and take such other steps, including but not
limited to the amendment of the Collateral Documents and any financing
statements prepared thereunder, as may be reasonably necessary or advisable, or
that Agent may reasonably request, to render fully valid and enforceable under
all applicable laws, the rights, liens and priorities of Agent on behalf of
Lenders with respect to all security from time to time furnished under this
Agreement or the Collateral Documents or intended to be so furnished in each
case in such form and at such times as shall be reasonably satisfactory to
Agent.

5.10 NEW SUBSIDIARIES.

Company will notify Lenders promptly if it or any of its wholly-owned
Subsidiaries hereafter acquires or forms a new Significant Subsidiary and will
pledge or cause to be pledged all of the capital stock, partnership interest,
membership interests or other beneficial interests in each such Significant
Subsidiary (if wholly-owned by Company, any wholly-owned Subsidiary of Company,
or any combination thereof) pursuant to Company's Pledge Agreement or such
Subsidiary's Pledge Agreement. Company will also cause each such Significant
Subsidiary to guaranty the Obligations of Company hereunder, pursuant to
documentation in form and substance satisfactory to Agent.

SECTION 6. COMPANY'S NEGATIVE COVENANTS

Company covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all
of the Loans and other Obligations, unless Requisite Lenders shall otherwise
give prior written consent, Company shall perform, and shall cause each of
its Subsidiaries to perform, all covenants in this Section 6.

6.1 INDEBTEDNESS.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or guaranty, or otherwise
become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

(i) Company may become and remain liable with respect to the
Obligations;

(ii) Company and its Subsidiaries may become and remain liable with
respect to Contingent Obligations permitted by subsection 6.4 and, upon any
matured obligations actually arising pursuant thereto, the Indebtedness
corresponding to the Contingent Obligations so extinguished;

(iii) Company may become and remain liable with respect to
Indebtedness to any of its Subsidiaries, and any Subsidiary of Company may
become and remain liable with respect to Indebtedness to Company or any
other Subsidiary of Company; PROVIDED that the aggregate amount of such
intercompany Indebtedness owed to Company by Subsidiaries which are not
wholly-owned shall not at any time exceed $2,000,000; PROVIDED further that
(a) all such intercompany Indebtedness shall be evidenced by promissory
notes, (b) all such intercompany Indebtedness owed by Company to any of its
Subsidiaries shall be subordinated in right of payment to the payment in
full of the Obligations pursuant to the terms of the applicable promissory
notes or an intercompany subordination agreement, and (c) any payment by
any Subsidiary of Company under any guaranty of the Obligations shall
result in a PRO TANTO reduction of the amount of any intercompany
Indebtedness owed by such Subsidiary to Company or to any of its
Subsidiaries for whose benefit such payment is made;

(iv) Company and its Subsidiaries, as applicable, may remain liable
with respect to Indebtedness described in SCHEDULE 6.1 annexed hereto; and

(v) Company and its Subsidiaries may become and remain liable with
respect to any Indebtedness for Permitted Development Expenditures in an
aggregate principal amount not to exceed $120,000,000 at any time
outstanding.

Notwithstanding any provision of this subsection 6.1 to the contrary (a)
the total Indebtedness of Company and its Subsidiaries permitted under this
subsection 6.1 shall not exceed the aggregate principal amount of $156,000,000
at any time outstanding, and (b) the total Indebtedness of Company and its
Subsidiaries (other than Indebtedness for Permitted Development Expenditures
permitted under clause (v) of this subsection 6.1) shall not exceed the
aggregate principal amount of $36,000,000 at any time outstanding.

6.2 LIENS AND RELATED MATTERS.

A. PROHIBITION ON LIENS. Company shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly, create, incur, assume or
permit to exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts
receivable) of Company or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom, or file or permit the
filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the Uniform Commercial Code of any State or under any similar
recording or notice statute, except:

(i) Permitted Encumbrances; and

(ii) Liens described in SCHEDULE 6.2 annexed hereto.

B. EQUITABLE LIEN IN FAVOR OF LENDERS. If Company or any of its
Subsidiaries shall create or assume any Lien upon any of its properties or
assets, whether now owned or hereafter acquired, other than Liens excepted by
the provisions of subsection 6.2A, it shall make or cause to be made
effective provision whereby the Obligations will be secured by such Lien
equally and ratably with any and all other Indebtedness secured thereby as
long as any such Indebtedness shall be so secured; PROVIDED that,
notwithstanding the foregoing, this covenant shall not be construed as a
consent by Requisite Lenders to the creation or assumption of any such Lien
not permitted by the provisions of subsection 6.2A.

C. NO FURTHER NEGATIVE PLEDGES. Except with respect to specific property
encumbered to secure payment of particular Indebtedness or to be sold pursuant
to an executed agreement with respect to an Asset Sale, neither Company nor any
of its Subsidiaries shall enter into any agreement prohibiting the creation or
assumption of any Lien upon any of its properties or assets, whether now owned
or hereafter acquired.

D. NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO COMPANY OR OTHER
SUBSIDIARIES. Except as provided herein or described on SCHEDULE 6.2, Company
will not, and will not permit any of its Subsidiaries to, create or otherwise
cause or suffer to exist or become effective any consensual encumbrance or
restriction of any kind on the ability of any such Subsidiary to (i) pay
dividends or make any other distributions on any of such Subsidiary's capital
stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay
any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of
Company, (iii) make loans or advances to Company or any other Subsidiary of
Company, or (iv) transfer any of its property or assets to Company or any other
Subsidiary of Company.

6.3 INVESTMENTS; JOINT VENTURES.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, make or own any Investment in any Person, including any
Joint Venture, except:

(i) Company and its Subsidiaries may make and own Investments in
Cash Equivalents;

(ii) Company and its Subsidiaries may continue to own the Investments
owned by them as of the Closing Date in any Subsidiaries of Company;

(iii) Company and its Subsidiaries may make intercompany loans to
the extent permitted under subsection 6.1(iv) and Company may make loans to
joint ventures not constituting Subsidiaries in an aggregate amount not
exceeding $2,000,000

at any time except for loans constituting Permitted Development
Expenditures made in accordance with subsection 6.1(v);

(iv) Company and its Subsidiaries may make or own Investments in
Development Properties that constitute Permitted Development Expenditures;

(v) Company and its Subsidiaries may make Consolidated Capital
Expenditures permitted by subsection 6.8;

(vi) Company and its Subsidiaries may continue to own the
Investments owned by them and described in SCHEDULE 6.3 annexed hereto;

(vii) Company and its Subsidiaries may own Investments consisting
of incentive or appreciation rights under management contracts; and

(viii) Company and its Subsidiaries may make and own other Investments
in an aggregate amount not to exceed at any time $500,000.

6.4 CONTINGENT OBLIGATIONS.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create or become or remain liable with respect to any
Contingent Obligation, except:

(i) Company may become and remain liable with respect to Contingent
Obligations under Interest Rate Agreements entered into for the purpose of
hedging against fluctuations of floating interests rates on Indebtedness of
Company and its Subsidiaries;

(ii) Company and its Subsidiaries may become and remain liable with
respect to Contingent Obligations in respect of customary indemnification
obligations incurred in property management, brokerage, infrastructure
management and related types of real estate service agreements and purchase
price adjustment obligations incurred in connection with Asset Sales or
other sales of assets;

(iii) Company and its Subsidiaries may become and remain liable
with respect to Contingent Obligations in respect of any Indebtedness of
Company or any of its Subsidiaries permitted by subsection 6.1 and in
respect of any Investments of Company or any of its Subsidiaries permitted
by subsection 6.3;

(iv) Company and its Subsidiaries, as applicable, may remain liable
with respect to Contingent Obligations described in SCHEDULE 6.4 annexed
hereto;

(v) Company may guaranty the obligations (other than obligations
constituting Indebtedness) of its Subsidiaries incurred in the ordinary
course of business; and

(vi) Each of Company's Significant Subsidiaries may become and remain
liable with respect to Contingent Obligations under its Guaranty.

Notwithstanding any provision of this subsection 6.4 to the contrary, the
maximum aggregate liability, contingent or otherwise, of Company and its
Subsidiaries in respect of all Contingent Obligations (including, without
limitation, all Contingent Liabilities specified in clauses (i) through (vi) of
this subsection 6.4, but excluding completion guaranties relating to loans
secured by Liens on Development Properties) shall not at any time exceed
$120,000,000.

6.5 RESTRICTED JUNIOR PAYMENTS.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, declare, order, pay, make or set apart any sum for any
Restricted Junior Payment, except (i) the profit sharing distribution and
special dividends to be paid and declared by Company in an aggregate amount not
to exceed $19,000,000, and (ii) any payment made by Company to a shareholder in
accordance with the stock repurchase provisions of Article III of the Company
Shareholders Agreement.

6.6 FINANCIAL COVENANTS.

A. MINIMUM INTEREST COVERAGE RATIO. Company shall not permit the ratio
of (i) Consolidated Adjusted EBITDA to (ii) Consolidated Interest Expense for
any four-Fiscal Quarter period ending as of the last day of any Fiscal Quarter
to be less than 4.00 to 1.00.

B. MINIMUM CONSOLIDATED NET WORTH. Company shall not permit Consolidated
Net Worth at any time to be less than $43,000,000.

C. MAXIMUM LEVERAGE RATIO. Company shall not permit the ratio of
(i) Consolidated Total Debt as of the last day of any Fiscal Quarter to
(ii) Consolidated Adjusted EBITDA for the four Fiscal Quarter period ending on
such last day to exceed 3.00 to 1.00.

6.7 RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS.

Company shall not, and shall not permit any of its Subsidiaries to,
enter into any transaction of merger or consolidation, or liquidate, wind-up or
dissolve itself (or suffer any liquidation or dissolution), or convey, sell,
lease, sub-lease, transfer or otherwise dispose of, in one transaction or a
series of transactions, all or any part of its business, property or fixed
assets, whether now owned or hereafter acquired, or acquire by purchase or
otherwise all or substantially all the business, property or fixed assets of, or
stock or other evidence of

beneficial ownership of, any Person or any division or line of business of
any Person, except that:

(i) any Subsidiary of Company may be merged with or into Company or
any wholly-owned Subsidiary of Company, or be liquidated, wound up or
dissolved, or all or any part of its business, property or assets may be
conveyed, sold, leased, transferred or otherwise disposed of, in one
transaction or a series of transactions, to Company or any wholly-owned
Subsidiary of Company; PROVIDED that, in the case of such a merger, Company
or such wholly-owned Subsidiary shall be the continuing or surviving
corporation;

(ii) Company and its Subsidiaries may make Consolidated Capital
Expenditures permitted under subsection 6.8;

(iii) Company and its Subsidiaries may sell or otherwise dispose
of assets in transactions that do not constitute Asset Sales; PROVIDED that
the consideration received for such assets shall be in an amount at least
equal to the fair market value thereof;

(iv) subject to subsection 6.12, Company and its Subsidiaries may
make Asset Sales of assets having a fair market value not in excess of
$1,000,000; PROVIDED that (x) the consideration received for such assets
shall be in an amount at least equal to the fair market value thereof;
(y) the sole consideration received shall be Cash; and (z) the proceeds of
such Asset Sales shall be applied as required by subsection 2.4B(iii)(a);

(v) Company may make the Doppelt Acquisition; and

(vi) Company may make Permitted Acquisitions, PROVIDED THAT any
acquisitions or series of acquisitions that require expenditures exceeding
$3,500,000 in the aggregate, shall require the prior written consent of
Requisite Lenders, which shall not be unreasonably withheld.

6.8 CONSOLIDATED CAPITAL EXPENDITURES.

Company shall not, and shall not permit its Subsidiaries to, make or
incur Consolidated Capital Expenditures, in any calendar quarter in an aggregate
amount in excess of $1,100,000.

6.9 SALES AND LEASE-BACKS.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, become or remain liable as lessee or as a guarantor or
other surety with respect to any lease, whether an Operating Lease or a Capital
Lease, of any property (whether real, personal or mixed), whether now owned or
hereafter acquired, (i) which Company or any of its Subsidiaries has sold or
transferred or is to sell or transfer to any other Person (other than

Company or any of its Subsidiaries) or (ii) which Company or any of its
Subsidiaries intends to use for substantially the same purpose as any other
property which has been or is to be sold or transferred by Company or any of
its Subsidiaries to any Person (other than Company or any of its
Subsidiaries) in connection with such lease.

6.10 SALE OR DISCOUNT OF RECEIVABLES.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, sell with recourse, or discount or otherwise sell for
less than the face value thereof, any of its notes or accounts receivable.

6.11 TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, enter into or permit to exist any transaction
(including, without limitation, the purchase, sale, lease or exchange of any
property or the rendering of any service) with any holder of 5% or more of any
class of equity Securities of Company or with any Affiliate of Company or of any
such holder, on terms that are less favorable to Company or that Subsidiary, as
the case may be, than those that might be obtained at the time from Persons who
are not such a holder or Affiliate; PROVIDED that the foregoing restriction
shall not apply to (i) any transaction between Company and any of its
wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries,
(ii) reasonable and customary fees paid to members of the Boards of Directors
of Company and its Subsidiaries, (iii) Restricted Junior Payments permitted
by subsection 6.5, and (iv) arrangements described on Schedule 6.11.

6.12 CONDUCT OF BUSINESS.

From and after the Closing Date, Company shall not, and shall not
permit any of its Subsidiaries to, engage in any business other than (i) the
businesses engaged in by Company and its Subsidiaries on the Closing Date and
similar or related businesses and (ii) such other lines of business as may be
consented to by Requisite Lenders, such consent not to be unreasonably withheld.

SECTION 7. EVENTS OF DEFAULT

If any of the following conditions or events ("EVENTS OF DEFAULT")
shall occur:

7.1 FAILURE TO MAKE PAYMENTS WHEN DUE.

Failure by Company to pay any installment of principal of any Loan
when due, whether at stated maturity, by acceleration, by notice of voluntary
prepayment, by mandatory prepayment or otherwise; or failure by Company to pay
any interest on any Loan or any fee or any other amount due under this Agreement
within five days after the date due; or

7.2 DEFAULT IN OTHER AGREEMENTS.

(i) Failure of Company or any of its Subsidiaries to pay when due
(a) any principal of or interest on any Indebtedness (other than Indebtedness
referred to in subsection 7.1) in an individual principal amount of $5,000,000
or more or any items of Indebtedness with an aggregate principal amount of
$10,000,000 or more or (b) any Contingent Obligation in an individual principal
amount of $5,000,000 or more or any Contingent Obligations with an aggregate
principal amount of $10,000,000 or more, in each case beyond the end of any
grace period provided therefor; or (ii) breach or default by Company or any of
its Subsidiaries beyond the end of any grace period provided therefor with
respect to any other material term of (a) any evidence of any Indebtedness in an
individual principal amount of $5,000,000 or more or any items of Indebtedness
with an aggregate principal amount of $10,000,000 or more or any Contingent
Obligation in an individual principal amount of $5,000,000 or more or any
Contingent Obligations with an aggregate principal amount of $10,000,000 or more
or (b) any loan agreement, mortgage, indenture or other agreement relating to
such Indebtedness or Contingent Obligation(s), if the effect of such breach or
default is to cause, or to permit the holder or holders of that Indebtedness or
Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to
cause, that Indebtedness or Contingent Obligation(s) to become or be declared
due and payable prior to its stated maturity or the stated maturity of any
underlying obligation, as the case may be (upon the giving or receiving of
notice, lapse of time, both, or otherwise); or

7.3 BREACH OF CERTAIN COVENANTS.

Failure of Company to perform or comply with any term or condition
contained in subsection 2.5 or 5.2 or Section 6 of this Agreement; or

7.4 BREACH OF WARRANTY.

Any representation, warranty, certification or other statement made by
Company or any of its Subsidiaries in any Loan Document or in any statement or
certificate at any time given by Company or any of its Subsidiaries in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false
in any material respect on the date as of which made; or

7.5 OTHER DEFAULTS UNDER LOAN DOCUMENTS.

Company shall default in the performance of or compliance with any
term contained in this Agreement or any of the other Loan Documents, other than
any such term referred to in any other subsection of this Section 7, and such
default shall not have been remedied or waived within 30 days after the earlier
of (i) an officer of Company becoming aware of such default or (ii) receipt by
Company of notice from Agent or any Lender of such default; or

7.6 INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

(i) A court having jurisdiction in the premises shall enter a decree
or order for relief in respect of Company or any of its Subsidiaries in an
involuntary case under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency or similar law now or hereafter in effect, which decree
or order is not stayed; or any other similar relief shall be granted under any
applicable federal or state law; or (ii) an involuntary case shall be commenced
against Company or any of its Subsidiaries under the Bankruptcy Code or under
any other applicable bankruptcy, insolvency or similar law now or hereafter in
effect; or a decree or order of a court having jurisdiction in the premises for
the appointment of a receiver, liquidator, sequestrator, trustee, custodian or
other officer having similar powers over Company or any of its Subsidiaries, or
over all or a substantial part of its property, shall have been entered; or
there shall have occurred the involuntary appointment of an interim receiver,
trustee or other custodian of Company or any of its Subsidiaries for all or a
substantial part of its property; or a warrant of attachment, execution or
similar process shall have been issued against any substantial part of the
property of Company or any of its Subsidiaries, and any such event described in
this clause (ii) shall continue for 60 days unless dismissed, bonded or
discharged; or

7.7 VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

(i) Company or any of its Subsidiaries shall have an order for relief
entered with respect to it or commence a voluntary case under the Bankruptcy
Code or under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, or shall consent to the entry of an order for relief in an
involuntary case, or to the conversion of an involuntary case to a voluntary
case, under any such law, or shall consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all or a substantial
part of its property; or Company or any of its Subsidiaries shall make any
assignment for the benefit of creditors; or (ii) Company or any of its
Subsidiaries shall be unable, or shall fail generally, or shall admit in writing
its inability, to pay its debts as such debts become due; or the Board of
Directors of Company or any of its Subsidiaries (or any committee thereof) shall
adopt any resolution or otherwise authorize any action to approve any of the
actions referred to in clause (i) above or this clause (ii); or

7.8 JUDGMENTS AND ATTACHMENTS.

Any money judgment, writ or warrant of attachment or similar process
involving (i) in any individual case an amount in excess of $250,000 or (ii) in
the aggregate at any time an amount in excess of $500,000 (in either case not
adequately covered by insurance as to which a solvent and unaffiliated insurance
company has acknowledged coverage) shall be entered or filed against Company or
any of its Subsidiaries or any of their respective assets and shall remain
undischarged, unvacated, unbonded or unstayed for a period of 60 days (or in any
event later than five days prior to the date of any proposed sale thereunder);
or

7.9 DISSOLUTION.

Any order, judgment or decree shall be entered against Company or any
of its Subsidiaries decreeing the dissolution or split up of Company or that
Subsidiary and such order shall remain undischarged or unstayed for a period in
excess of 30 days; or

7.10 EMPLOYEE BENEFIT PLANS.

There shall occur one or more ERISA Events which individually or in
the aggregate results in or might reasonably be expected to result in liability
of Company or any of its ERISA Affiliates in excess of $1,000,000 during the
term of this Agreement; or there shall exist an amount of unfunded benefit
liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the
aggregate for all Pension Plans (excluding for purposes of such computation any
Pension Plans with respect to which assets exceed benefit liabilities), which
exceeds $1,000,000; or

7.11 CHANGE IN CONTROL.

A Change of Control shall have occurred; or

7.12 INVALIDITY OF GUARANTY.

Any Guaranty of this Agreement for any reason, other than the
satisfaction in full of all Obligations, is declared by a court of competent
jurisdiction to be null and void, or any Subsidiary of Company denies that it
has any further liability, including without limitation with respect to
future advances by Lenders, under its Guaranty or gives notice to such
effect; or

7.13 FAILURE OF SECURITY.

From and after the execution, acknowledgement and filing of any
Collateral Document by Company, or any Subsidiary any such Collateral Document
shall be revoked by Company, or such Subsidiary or shall be declared by a court
of competent jurisdiction to be null and void or shall cease to be in full force
and effect as a result of any change in law; or Company, or any Subsidiary that
has executed any Collateral Document shall default in any material respect in
the performance or observance of any material term, covenant, condition or
agreement on its part to be performed or observed under such Collateral Document
beyond any applicable grace period; or Lenders shall fail to have a valid,
perfected and enforceable first priority Lien (subject to the Liens permitted by
subsection 6.2) on Company's, or any Subsidiary's (that has executed any
Collateral Document) right, title and interest in all or any material portion of
the capital stock described therein as a result of any change in law, the
expiration of any required filings or recordations with respect thereto, the
declaration by a court of competent jurisdiction that such Lien is null and void
or the imposition of any priming Lien under applicable state or federal law; or
Company shall contest in any manner that such

Collateral Document constitutes its valid and enforceable agreement or shall
assert in any manner that it has no further obligation or liability under
such Collateral Documents;

THEN (i) upon the occurrence of any Event of Default described in subsection 7.6
or 7.7, each of (a) the unpaid principal amount of and accrued interest on the
Loans, (b) all other Obligations shall automatically become immediately due and
payable, without presentment, demand, protest or other requirements of any kind,
all of which are hereby expressly waived by Company, and the obligation of each
Lender to make any Loan, shall thereupon terminate, and (ii) upon the occurrence
and during the continuation of any other Event of Default, Agent shall, upon the
written request or with the written consent of Requisite Lenders, by written
notice to Company, declare all or any portion of the amounts described in
clauses (a) and (b) above to be, and the same shall forthwith become,
immediately due and payable, and the obligation of each Lender to make any Loan,
thereupon terminate.

Notwithstanding anything contained in the second preceding paragraph,
if at any time within 60 days after an acceleration of the Loans pursuant to
such paragraph Company shall pay all arrears of interest and all payments on
account of principal which shall have become due otherwise than as a result of
such acceleration (with interest on principal and, to the extent permitted by
law, on overdue interest, at the rates specified in this Agreement) and all
Events of Default and Potential Events of Default (other than non-payment of the
principal of and accrued interest on the Loans, in each case which is due and
payable solely by virtue of acceleration) shall be remedied or waived pursuant
to subsection 9.5, then Requisite Lenders, by written notice to Company, may at
their option rescind and annul such acceleration and its consequences; but such
action shall not affect any subsequent Event of Default or Potential Event of
Default or impair any right consequent thereon. The provisions of this
paragraph are intended merely to bind Lenders to a decision which may be made at
the election of Requisite Lenders and are not intended to benefit Company and do
not grant Company the right to require Lenders to rescind or annul any
acceleration hereunder, even if the conditions set forth herein are met.

SECTION 8. AGENT

8.1 APPOINTMENT.

Bankers is hereby appointed Agent hereunder and under the other Loan
Documents and each Lender hereby authorizes Agent to act as its agent in
accordance with the terms of this Agreement and the other Loan Documents. Agent
agrees to act upon the express conditions contained in this Agreement and the
other Loan Documents, as applicable. The provisions of this Section 8 are
solely for the benefit of Agent and Lenders and Company shall have no rights as
a third party beneficiary of any of the provisions thereof. In performing its
functions and duties under this Agreement, Agent shall act solely as an agent of
Lenders and does not assume and shall not be deemed to have assumed any
obligation towards or relationship of agency or trust with or for Company or any
of its Subsidiaries.

8.2 POWERS; GENERAL IMMUNITY.

A. DUTIES SPECIFIED. Each Lender irrevocably authorizes Agent to take
such action on such Lender's behalf and to exercise such powers hereunder and
under the other Loan Documents as are specifically delegated to Agent by the
terms hereof and thereof, together with such powers as are reasonably incidental
thereto. Agent shall have only those duties and responsibilities that are
expressly specified in this Agreement and the other Loan Documents and it may
perform such duties by or through its agents or employees. Agent shall not
have, by reason of this Agreement or any of the other Loan Documents, a
fiduciary relationship in respect of any Lender; and nothing in this Agreement
or any of the other Loan Documents, expressed or implied, is intended to or
shall be so construed as to impose upon Agent any obligations in respect of this
Agreement or any of the other Loan Documents except as expressly set forth
herein or therein.

B. NO RESPONSIBILITY FOR CERTAIN MATTERS. Agent shall not be responsible
to any Lender for the execution, effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of this Agreement or any other
Loan Document or for any representations, warranties, recitals or statements
made herein or therein or made in any written or oral statements or in any
financial or other statements, instruments, reports or certificates or any other
documents furnished or made by Agent to Lenders or by or on behalf of Company to
Agent or any Lender in connection with the Loan Documents and the transactions
contemplated thereby or for the financial condition or business affairs of
Company or any other Person liable for the payment of any Obligations, nor shall
Agent be required to ascertain or inquire as to the performance or observance of
any of the terms, conditions, provisions, covenants or agreements contained in
any of the Loan Documents or as to the use of the proceeds of the Loans or as to
the existence or possible existence of any Event of Default or Potential Event
of Default. Anything contained in this Agreement to the contrary
notwithstanding, Agent shall not have any liability arising from confirmations
of the amount of outstanding Loans.

C. EXCULPATORY PROVISIONS. Neither Agent nor any of its officers,
directors, employees or agents shall be liable to Lenders for any action taken
or omitted by Agent under or in connection with any of the Loan Documents except
to the extent caused by Agent's gross negligence or willful misconduct. If
Agent shall request instructions from Lenders with respect to any act or action
(including the failure to take an action) in connection with this Agreement or
any of the other Loan Documents, Agent shall be entitled to refrain from such
act or taking such action unless and until Agent shall have received
instructions from Requisite Lenders. Without prejudice to the generality of the
foregoing, (i) Agent shall be entitled to rely, and shall be fully protected in
relying, upon any communication, instrument or document believed by it to be
genuine and correct and to have been signed or sent by the proper person or
persons, and shall be entitled to rely and shall be protected in relying on
opinions and judgments of attorneys (who may be attorneys for Company and its
Subsidiaries), accountants, experts and other professional advisors selected by
it; and (ii) no Lender shall have any right of action whatsoever against Agent
as a result of Agent acting or (where so instructed) refraining

from acting under this Agreement or any of the other Loan Documents in
accordance with the instructions of Requisite Lenders. Agent shall be
entitled to refrain from exercising any power, discretion or authority vested
in it under this Agreement or any of the other Loan Documents unless and
until it has obtained the instructions of Requisite Lenders.

D. AGENT ENTITLED TO ACT AS LENDER. The agency hereby created shall in
no way impair or affect any of the rights and powers of, or impose any duties or
obligations upon, Agent in its individual capacity as a Lender hereunder. With
respect to its participation in the Loans, Agent shall have the same rights and
powers hereunder as any other Lender and may exercise the same as though it were
not performing the duties and functions delegated to it hereunder, and the term
"Lender" or "Lenders" or any similar term shall, unless the context clearly
otherwise indicates, include Agent in its individual capacity. Agent and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of banking, trust, financial advisory or other business with Company or any
of its Affiliates as if it were not performing the duties specified herein, and
may accept fees and other consideration from Company for services in connection
with this Agreement and otherwise without having to account for the same to
Lenders.

8.3 REPRESENTATIONS AND WARRANTIES; NO RESPONSIBILITY FOR APPRAISAL OF
CREDITWORTHINESS.

Each Lender represents and warrants that it has made its own
independent investigation of the financial condition and affairs of Company and
its Subsidiaries in connection with the making of the Loans hereunder and that
it has made and shall continue to make its own appraisal of the creditworthiness
of Company and its Subsidiaries. Agent shall not have any duty or
responsibility, either initially or on a continuing basis, to make any such
investigation or any such appraisal on behalf of Lenders or to provide any
Lender with any credit or other information with respect thereto, whether coming
into its possession before the making of the Loans or at any time or times
thereafter, and Agent shall not have any responsibility with respect to the
accuracy of or the completeness of any information provided to Lenders.

8.4 RIGHT TO INDEMNITY.

Each Lender, in proportion to its Pro Rata Share, severally agrees to
indemnify Agent, to the extent that Agent shall not have been reimbursed by
Company, for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including, without
limitation, counsel fees and disbursements) or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against Agent
in performing its duties hereunder or under the other Loan Documents or
otherwise in its capacity as Agent in any way relating to or arising out of this
Agreement or the other Loan Documents; PROVIDED that no Lender shall be liable
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from
Agent's gross negligence or willful misconduct. If any indemnity

furnished to Agent for any purpose shall, in the opinion of Agent, be
insufficient or become impaired, Agent may call for additional indemnity and
cease, or not commence, to do the acts indemnified against until such
additional indemnity is furnished.

8.5 SUCCESSOR AGENT.

Agent may resign at any time by giving 30 days' prior written notice
thereof to Lenders and Company, and Agent may be removed at any time with or
without cause by an instrument or concurrent instruments in writing delivered to
Company and Agent and signed by Requisite Lenders. Upon any such notice of
resignation or any such removal, Requisite Lenders shall have the right, upon
five Business Days' notice to Company, to appoint a successor Agent. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, that
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring or removed Agent and the
retiring or removed Agent shall be discharged from its duties and obligations
under this Agreement. After any retiring or removed Agent's resignation or
removal hereunder as Agent, the provisions of this Section 8 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Agreement.

8.6 COLLATERAL DOCUMENTS.

Each Lender hereby further authorizes Agent to enter into the
Collateral Documents as secured party on behalf of and for the benefit of
Lenders and agrees to be bound by the terms of the Collateral Documents;
PROVIDED that Agent shall not enter into or consent to any amendment,
modification, termination or waiver of any provision contained in the Collateral
Documents without the prior consent of Requisite Lenders. Subject to subsection
9.5, Agent may release Collateral with the consent of Requisite Lenders. Each
Lender agrees that no Lender shall have any right individually to realize upon
any of the collateral under the Collateral Documents, it being understood and
agreed that all rights and remedies under the Collateral Documents may be
exercised solely by Agent for the benefit of Lenders in accordance with the
terms thereof. Agent hereby agrees to hold all collateral under the Collateral
Documents executed and delivered prior to the Closing Date for the benefit of
itself and Lenders.

SECTION 9. MISCELLANEOUS

9.1 ASSIGNMENTS AND PARTICIPATIONS IN LOANS.

1. GENERAL. Subject to subsection 9.1B, each Lender shall have the right
at any time to (i) sell, assign or transfer to any Eligible Assignee, or
(ii) sell participations to any Person in, all or any part of its Commitment or
Loans made by it or any other interest herein or in any other Obligations owed
to it; PROVIDED that no such sale, assignment, transfer or participation shall,
without the consent of Company, require Company to file a registration statement
with the Securities and Exchange Commission or apply to qualify such sale,

assignment, transfer or participation under the securities laws of any state;
and PROVIDED, FURTHER that no such sale, assignment or transfer described in
clause (i) above shall be effective unless and until an Assignment Agreement
effecting such sale, assignment or transfer shall have been accepted by Agent
and recorded in the Register as provided in subsection 9.1B(ii). Except as
otherwise provided in this subsection 9.1, no Lender shall, as between
Company and such Lender, be relieved of any of its obligations hereunder as a
result of any sale, assignment or transfer of, or any granting of
participations in, all or any part of its Commitment or Loans or other
Obligations owed to such Lender.

2. ASSIGNMENTS.

a. AMOUNTS AND TERMS OF ASSIGNMENTS. Each Commitment, Loan or other
Obligation may (a) be assigned in any amount to another Lender, or to an
Affiliate of the assigning Lender or another Lender, with the giving of
notice to Company and Agent or (b) be assigned in an aggregate amount of
not less than $[5,000,000] (or such lesser amount as shall constitute the
aggregate amount of the Commitment, Loan and other Obligations of the
assigning Lender) to any other Eligible Assignee with the consent of
Company and Agent (which consents shall not be unreasonably withheld or
delayed). To the extent of any such assignment in accordance with either
clause (a) or (b) above, the assigning Lender shall be relieved of its
obligations with respect to its Commitment, Loans or other Obligations or
the portion thereof so assigned. The parties to each such assignment shall
execute and deliver to Agent, for its acceptance and recording in the
Register an Assignment Agreement, together with a processing and
recordation fee of $[3,500] and such forms, certificates or other evidence,
if any, with respect to United States federal income tax withholding
matters as the assignee under such Assignment Agreement may be required to
deliver to Agent pursuant to subsection 2.7B(iii)(a). Upon such execution,
delivery acceptance and recordation, from and after the effective date
specified in such Assignment Agreement, (y) the assignee thereunder shall
be a party hereto and, to the extent that rights and obligations hereunder
have been assigned to it pursuant to such Assignment Agreement, shall have
the rights and obligations of a Lender hereunder and (z) the assigning
Lender thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment Agreement,
relinquish its rights (other than any rights which survive the termination
of this Agreement under subsection 9.8B) and be released from its
obligations under this Agreement (and, in the case of an Assignment
Agreement covering all or the remaining portion of an assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be
a party hereto). The Commitments hereunder shall be modified to reflect
the Commitment of such assignee and any remaining Commitment of such
assigning Lender and, if any such assignment occurs after the issuance of
any Notes hereunder, the assigning Lender shall, upon the effectiveness of
such assignment or as promptly thereafter as practicable, surrender its
Note, if any, to Agent for cancellation, and thereupon new Notes shall[, if
so requested by the assignee and/or the assigning Lender in accordance with
subsection 2.1E, be issued to the assignee and/or to the assigning Lender,
substantially in the form of

EXHIBIT VII annexed hereto with appropriate insertions, to reflect the
outstanding Loans of the assignee and/or the assigning Lender.

b. ACCEPTANCE BY AGENT; RECORDATION IN REGISTER. Upon its receipt
of an Assignment Agreement executed by an assigning Lender and an assignee
representing that it is an Eligible Assignee, together with the processing
and recordation fee referred to in subsection 9.1B(i) and any forms,
certificates or other evidence with respect to United States federal income
tax withholding matters that such assignee may be required to deliver to
Agent pursuant to subsection 2.7B(iii)(a), Agent shall, if Agent and
Company have consented to the assignment evidenced thereby (to the extent
such consent is required pursuant to subsection 9.1B(i)), (a) accept such
Assignment Agreement by executing a counterpart thereof as provided therein
(which acceptance shall evidence any required consent of Agent to such
assignment), (b) record the information contained therein in the Register,
and (c) give prompt notice thereof to Company. Agent shall maintain a copy
of each Assignment Agreement delivered to and accepted by it as provided in
this subsection 9.1B(ii).

3. PARTICIPATIONS. The holder of any participation, other than an
Affiliate of the Lender granting such participation, shall not be entitled to
require such Lender to take or omit to take any action hereunder except action
directly affecting (i) the extension of the scheduled final Maturity Date of any
portion of the principal amount of or interest on any Loan allocated to such
participation or (ii) a reduction of the principal amount of or the rate of
interest payable on any Loan allocated to such participation, and all amounts
payable by Company hereunder (including amounts payable to such Lender pursuant
to subsections 2.6D and 2.7) shall be determined as if such Lender had not sold
such participation. Company and each Lender hereby acknowledge and agree that,
solely for purposes of subsection 9.4, (a) any participation will give rise to a
direct obligation of Company to the participant and (b) the participant shall be
considered to be a "Lender".

4. ASSIGNMENTS TO FEDERAL RESERVE BANKS. In addition to the assignments
and participations permitted under the foregoing provisions of this subsection
9.1, any Lender may assign and pledge all or any portion of its Loan, the other
Obligations owed to such Lender, and its Note to any Federal Reserve Bank as
collateral security pursuant to Regulation A of the Board of Governors of the
Federal Reserve System and any operating circular issued by such Federal Reserve
Bank; PROVIDED that (i) no Lender shall, as between Company and such Lender, be
relieved of any of its obligations hereunder as a result of any such assignment
and pledge and (ii) in no event shall such Federal Reserve Bank be considered to
be a "Lender" or be entitled to require the assigning Lender to take or omit to
take any action hereunder.

5. INFORMATION. Each Lender may furnish any information concerning
Company and its Subsidiaries in the possession of that Lender from time to time
to assignees and participants (including prospective assignees and
participants), subject to subsection 9.18.

9.2 EXPENSES.

Whether or not the transactions contemplated hereby shall be
consummated, Company agrees to pay promptly (i) all the actual and reasonable
costs and expenses of preparation of the Loan Documents and any consents,
amendments, waivers or other modifications thereto; (ii) all the costs of
furnishing all opinions by counsel for Company (including any opinions requested
by Lenders as to any legal matters arising hereunder) and of Company's
performance of and compliance with all agreements and conditions on its part to
be performed or complied with under this Agreement and the other Loan Documents
including with respect to confirming compliance with environmental, insurance
and solvency requirements; (iii) the reasonable fees, expenses and disbursements
of counsel to Agent (including allocated costs of internal counsel) in
connection with the negotiation, preparation, execution and administration of
the Loan Documents and any consents, amendments, waivers or other modifications
thereto and any other documents or matters requested by Company; (iv) all other
actual and reasonable costs and expenses incurred by Agent in connection with
the syndication of the Commitments and the negotiation, preparation and
execution of the Loan Documents and any consents, amendments, waivers or other
modifications thereto and the transactions contemplated thereby; and (v) after
the occurrence of an Event of Default, all costs and expenses, including
reasonable attorneys' fees (including allocated costs of internal counsel) and
costs of settlement, incurred by Agent and Lenders in enforcing any Obligations
of or in collecting any payments due from Company hereunder or under the other
Loan Documents by reason of such Event of Default or in connection with any
refinancing or restructuring of the credit arrangements provided under this
Agreement in the nature of a "work-out" or pursuant to any insolvency or
bankruptcy proceedings.

9.3 INDEMNITY.

In addition to the payment of expenses pursuant to subsection 9.2,
whether or not the transactions contemplated hereby shall be consummated,
Company agrees to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless Agent and Lenders, and the officers, directors,
employees, agents and affiliates of Agent and Lenders (collectively called the
"INDEMNITEES"), from and against any and all Indemnified Liabilities (as
hereinafter defined); PROVIDED that Company shall not have any obligation to any
Indemnitee hereunder with respect to any Indemnified Liabilities to the extent
such Indemnified Liabilities arise solely from the gross negligence or willful
misconduct of that Indemnitee as determined by a final judgment of a court of
competent jurisdiction; and PROVIDED FURTHER that Company shall not have any
such obligation to indemnify any Lender that has materially breached its
obligations under this Agreement.

As used herein, "INDEMNIFIED LIABILITIES" means, collectively, any and
all liabilities, obligations, losses, damages (including natural resource
damages), penalties, actions, judgments, suits, claims (including Environmental
Claims), costs (including the costs of any investigation, study, sampling,
testing, abatement, cleanup, removal, remediation or other response action
necessary to remove, remediate, clean up or ▇▇▇▇▇ any Hazardous Materials
Activity), expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel for Indemnitees in
connection with any

investigative, administrative or judicial proceeding commenced or threatened
by any Person, whether or not any such Indemnitee shall be designated as a
party or a potential party thereto, and any fees or expenses incurred by
Indemnitees in enforcing this indemnity), whether direct, indirect or
consequential and whether based on any federal, state or foreign laws,
statutes, rules or regulations (including securities and commercial laws,
statutes, rules or regulations and Environmental Laws), on common law or
equitable cause or on contract or otherwise, that may be imposed on, incurred
by, or asserted against any such Indemnitee, in any manner relating to or
arising out of (i) this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby (including Lenders' agreement to
make the Loans hereunder or the use or intended use of the proceeds thereof
or the use or intended use of any thereof, or any enforcement of any of the
Loan Documents (including any sale of, collection from, or other realization
upon any of the Collateral), (ii) the statements contained in the commitment
letter delivered by any Lender to Company with respect thereto, or (iii) any
Environmental Claim or any Hazardous Materials Activity relating to or
arising from, directly or indirectly, any past or present activity,
operation, land ownership, or practice of Company or any of its Subsidiaries.

To the extent that the undertakings to defend, indemnify, pay
and hold harmless set forth in this subsection 9.3 may be unenforceable in
whole or in part because they are violative of any law or public policy,
Company shall contribute the maximum portion that it is permitted to pay and
satisfy under applicable law to the payment and satisfaction of all
Indemnified Liabilities incurred by Indemnitees or any of them.

9.4 RATABLE SHARING.

Lenders hereby agree among themselves that if any of them
shall, whether by voluntary payment (other than a voluntary prepayment of
Loans made and applied in accordance with the terms of this Agreement), by
realization upon security, through the exercise of any right of set-off or
banker's lien, by counterclaim or cross action or by the enforcement of any
right under the Loan Documents or otherwise, or as adequate protection of a
deposit treated as cash collateral under the Bankruptcy Code, receive payment
or reduction of a proportion of the aggregate amount of principal, interest,
fees and other amounts then due and owing to that Lender hereunder or under
the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such
Lender) which is greater than the proportion received by any other Lender in
respect of the Aggregate Amounts Due to such other Lender, then the Lender
receiving such proportionately greater payment shall (i) notify Agent and
each other Lender of the receipt of such payment and (ii) apply a portion of
such payment to purchase participations (which it shall be deemed to have
purchased from each seller of a participation simultaneously upon the receipt
by such seller of its portion of such payment) in the Aggregate Amounts Due
to the other Lenders so that all such recoveries of Aggregate Amounts Due
shall be shared by all Lenders in proportion to the Aggregate Amounts Due to
them; PROVIDED that if all or part of such proportionately greater payment
received by such purchasing Lender is thereafter recovered from such Lender
upon the bankruptcy or reorganization of Company or otherwise, those
purchases shall be rescinded and the purchase prices paid for such
partici-

pations shall be returned to such purchasing Lender ratably to the extent of
such recovery, but without interest.

9.5 AMENDMENTS AND WAIVERS.

No amendment, modification, termination or waiver of any
provision of this Agreement or of the Notes, and no consent to any departure
by Company therefrom, shall in any event be effective without the written
concurrence of Requisite Lenders; PROVIDED that any such amendment,
modification, termination, waiver or consent which: increases the amount of
any of the Commitments or reduces the principal amount of any of the Loans;
changes in any manner the definition of "Pro Rata Share" or the definition of
"Requisite Lenders"; changes in any manner any provision of this Agreement
which, by its terms, expressly requires the approval or concurrence of all
Lenders; postpones the scheduled final maturity date of any of the Loans;
(other than any waiver of any increase in the interest rate applicable to any
of the Loans pursuant to subsection 2.2E) or the amount of any fees payable
hereunder; increases the maximum duration of Interest Periods permitted
hereunder; or changes in any manner the provisions contained in subsection
7.1 or this subsection 9.5 shall be effective only if evidenced by a writing
signed by or on behalf of all Lenders. In addition, (i) no amendment,
modification, termination or waiver of any provision of any Note shall be
effective without the written concurrence of the Lender which is the holder
of that Note, and (ii) no amendment, modification, termination or waiver of
any provision of Section 8 or of any other provision of this Agreement which,
by its terms, expressly requires the approval or concurrence of Agent shall
be effective without the written concurrence of Agent. Agent may, but shall
have no obligation to, with the concurrence of any Lender, execute
amendments, modifications, waivers or consents on behalf of that Lender. Any
waiver or consent shall be effective only in the specific instance and for
the specific purpose for which it was given. No notice to or demand on
Company in any case shall entitle Company to any other or further notice or
demand in similar or other circumstances. Any amendment, modification,
termination, waiver or consent effected in accordance with this subsection
9.5 shall be binding upon each Lender at the time outstanding, each future
Lender and, if signed by Company, on Company.

9.6 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 would
otherwise be within the limitations of, another covenant shall not avoid the
occurrence of an Event of Default or Potential Event of Default if such
action is taken or condition exists.

9.7 NOTICES.

Unless otherwise specifically provided herein, any notice or
other communication herein required or permitted to be given shall be in
writing and may be personally served, telexed or sent by telefacsimile or
United States mail or courier service and shall be deemed to

have been given when delivered in person or by courier service, upon receipt
of telefacsimile or telex, or three Business Days after depositing it in the
United States mail with postage prepaid and properly addressed; PROVIDED that
notices to Agent shall not be effective until received. For the purposes
hereof, the address of each party hereto shall be as set forth under such
party's name on the signature pages hereof or (i) as to Company and Agent,
such other address as shall be designated by such Person in a written notice
delivered to the other parties hereto and (ii) as to each other party, such
other address as shall be designated by such party in a written notice
delivered to Agent.

9.8 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

6. All representations, warranties and agreements made
herein shall survive the execution and delivery of this Agreement and the
making of the Loans hereunder.

7. Notwithstanding anything in this Agreement or implied by
law to the contrary, the agreements of Company set forth in subsections 2.6D,
2.7, 9.2, and 9.3 and the agreements of Lenders set forth in subsections
8.2C, 8.4 and 9.4 shall survive the payment of the Loans and the termination
of this Agreement.

9.9 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.

No failure or delay on the part of Agent or any Lender in the
exercise of any power, right or privilege hereunder or under any other Loan
Document shall impair such power, right or privilege or be construed to be a
waiver of any default or acquiescence therein, nor shall any single or
partial exercise of any such power, right or privilege preclude other or
further exercise thereof or of any other power, right or privilege. All
rights and remedies existing under this Agreement and the other Loan
Documents are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

9.10 MARSHALLING; PAYMENTS SET ASIDE.

Neither Agent nor any Lender shall be under any obligation to
marshal any assets in favor of Company or any other party or against or in
payment of any or all of the Obligations. To the extent that Company makes a
payment or payments to Agent or Lenders (or to Agent for the benefit of
Lenders), or Agent or Lenders enforce any security interests or exercise
their rights of setoff, and such payment or payments or the proceeds of such
enforcement or setoff or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy law,
any other state or federal law, common law or any equitable cause, then, to
the extent of such recovery, the obligation or part thereof originally
intended to be satisfied, and all Liens, rights and remedies therefor or
related thereto, shall be revived and continued in full force and effect as
if such payment or payments had not been made or such enforcement or setoff
had not occurred.

9.11 SEVERABILITY.

In case any provision in or obligation under this Agreement or
the Notes shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.

9.12 OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.

The obligations of Lenders hereunder are several and no Lender
shall be responsible for the obligations or Commitments of any other Lender
hereunder. Nothing contained herein or in any other Loan Document, and no
action taken by Lenders pursuant hereto or thereto, shall be deemed to
constitute Lenders as a partnership, an association, a joint venture or any
other kind of entity. The amounts payable at any time hereunder to each
Lender shall be a separate and independent debt, and each Lender shall be
entitled to protect and enforce its rights arising out of this Agreement and
it shall not be necessary for any other Lender to be joined as an additional
party in any proceeding for such purpose.

9.13 HEADINGS.

Section and subsection headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of
this Agreement for any other purpose or be given any substantive effect.

9.14 APPLICABLE LAW.

THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

9.15 SUCCESSORS AND ASSIGNS.

This Agreement shall be binding upon the parties hereto and
their respective successors and assigns and shall inure to the benefit of the
parties hereto and the successors and assigns of Lenders (it being understood
that Lenders' rights of assignment are subject to subsection 9.1). Neither
Company's rights or obligations hereunder nor any interest therein may be
assigned or delegated by Company without the prior written consent of all
Lenders.

9.16 CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION
MAY BE BROUGHT IN ANY STATE OR

FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY
EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH THIS AGREEMENT, SUCH OTHER LOAN DOCUMENT OR SUCH
OBLIGATION. Company hereby agrees that service of all process in any such
proceeding in any such court may be made by registered or certified mail,
return receipt requested, to Company at its address provided in subsection
9.7, such service being hereby acknowledged by Company to be sufficient for
personal jurisdiction in any action against Company in any such court and to
be otherwise effective and binding service in every respect. Nothing herein
shall affect the right to serve process in any other manner permitted by law
or shall limit the right of any Lender to bring proceedings against Company
in the courts of any other jurisdiction.

9.17 WAIVER OF JURY TRIAL.

EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE
ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR
ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED.
The scope of this waiver is intended to be all-encompassing of any and all
disputes that may be filed in any court and that relate to the subject matter
of this transaction, including contract claims, tort claims, breach of duty
claims and all other common law and statutory claims. Each party hereto
acknowledges that this waiver is a material inducement to enter into a
business relationship, that each has already relied on this waiver in
entering into this Agreement, and that each will continue to rely on this
waiver in their related future dealings. Each party hereto further warrants
and represents that it has reviewed this waiver with its legal counsel and
that it knowingly and voluntarily waives its jury trial rights following
consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT
MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL
WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION 9.17 AND EXECUTED BY
EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING
TO THE LOANS MADE HEREUNDER. In the event of litigation, this Agreement may
be filed as a written consent to a trial by the court.

9.18 CONFIDENTIALITY.

Each Lender shall hold all non-public information obtained
pursuant to the requirements of this Agreement which has been identified as
confidential by Company in accordance with such Lender's customary procedures
for handling confidential information of this nature and in accordance with
safe and sound banking practices, it being understood and agreed by Company
that in any event a Lender may make disclosures to Affiliates of such Lender
or disclosures reasonably required by any bona fide assignee, transferee or
participant in connection with the contemplated assignment or transfer by
such Lender of its Loan or any participations therein or disclosures required
or requested by any governmental agency or representative thereof or pursuant
to legal process; PROVIDED that, unless specifically prohibited by applicable
law or court order, each Lender shall notify Company of any request by any
governmental agency or representative thereof (other than any such request in
connection with any examination of the financial condition of such Lender by
such governmental agency) for disclosure of any such non-public information
prior to disclosure of such information; and PROVIDED, FURTHER that in no
event shall any Lender be obligated or required to return any materials
furnished by Company or any of its Subsidiaries.

9.19 COUNTERPARTS; EFFECTIVENESS.

This Agreement and any amendments, waivers, consents or
supplements hereto or in connection herewith may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically
attached to the same document. This Agreement shall become effective upon
the execution of a counterpart hereof by each of the parties hereto and
receipt by Company and Agent of written or telephonic notification of such
execution and authorization of delivery thereof.

[Remainder of page intentionally left blank]

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

COMPANY:

▇▇▇▇▇▇▇▇ ▇▇▇▇ COMPANY

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
---------------------------------------------
Title: Executive Vice President
---------------------------------------------

Notice Address:

▇▇▇▇▇▇▇▇ ▇▇▇▇ Company
3300 ▇▇▇▇▇▇▇▇ ▇▇▇▇ Center
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇▇▇ ▇. ▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefacsimile: (▇▇▇) ▇▇▇-▇▇▇▇

S-1

LENDERS:

BANKERS TRUST COMPANY,
individually and as Agent

By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------
Title: Managing Director
---------------------------------------------

Notice Address:

Bankers Trust Company
1 Bankers Trust Plaza
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefacsimile: (▇▇▇) ▇▇▇-▇▇▇▇

S-2

FIRST TENNESSEE BANK NATIONAL ASSOCIATION

By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------
Title: Vice President
---------------------------------------------

Notice Address:
First Tennessee Bank National Association
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefacsimile: (▇▇▇) ▇▇▇-▇▇▇▇

S-3

AMONG TRAMMELL CROW COMPANY AS BORROWER, THE LENDERS LISTED HEREIN, AS LENDERS, BANKERS TRUST COMPANY, AS AGENT TRAMMELL CROW COMPANY CREDIT AGREEMENT

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