<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>a4985312ex4_1.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>
                                                        CONFORMED EXECUTION COPY

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


                                  $435,000,000

                           SECOND AMENDED AND RESTATED
                                    REVOLVING
                                CREDIT AGREEMENT

                         dated as of September 29, 2005


                           (amending and restating the
                     Amended and Restated Credit Agreement,
                           dated as of July 22, 2004)


                                      among

                          WORTHINGTON INDUSTRIES, INC.,
                                as the Borrower,

                   THE LENDERS FROM TIME TO TIME PARTY HERETO,
                         PNC BANK, NATIONAL ASSOCIATION,
          as Issuing Lender, Swingline Lender and Administrative Agent,

                            THE BANK OF NOVA SCOTIA,
                    as Syndication Agent and Sole Bookrunner,

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,
                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                               and COMERICA BANK,
                           as Co-Documentation Agents.

                          -----------------------------

                             THE BANK OF NOVA SCOTIA

                                       and

                           PNC CAPITAL MARKETS, INC.,
                             as Joint Lead Arrangers


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


<PAGE>


                      SECOND AMENDED AND RESTATED REVOLVING
                                CREDIT AGREEMENT


       This  Second  Amended  and  Restated  Revolving  Credit  Agreement  (this
"Agreement")  is  dated  as of  September  29,  2005  and is  among  WORTHINGTON
INDUSTRIES,   INC.,  an  Ohio  corporation  (the   "Borrower"),   the  financial
institutions  and other Persons from time to time party hereto (the  "Lenders"),
PNC  BANK,  NATIONAL  ASSOCIATION,  as  Issuing  Lender,  Swingline  Lender  and
Administrative Agent, and THE BANK OF NOVA SCOTIA, as Syndication Agent and Sole
Bookrunner.

                              W I T N E S S E T H:
                              - - - - - - - - - -


       WHEREAS, pursuant to the Amended and Restated Revolving Credit Agreement,
dated as of July 22, 2004 (as amended,  supplemented or otherwise modified prior
to the date  hereof,  the  "Existing  Credit  Agreement"),  among the  Borrower,
certain  banks and financial  institutions  from time to time party thereto (the
"Existing  Lenders"),  PNC  Bank,  National  Association,   as  Issuing  Lender,
Swingline  Lender  and  Administrative  Agent  thereunder  and The  Bank of Nova
Scotia,  as  Syndication  Agent and Sole  Bookrunner  thereunder,  the  Existing
Lenders were committed to make extensions of credit to the Borrower on the terms
and  conditions  set forth  therein  and made  revolving  loans  (the  "Existing
Revolving  Loans") and  swingline  loans (the  "Existing  Swingline  Loans" and,
together  with the  Existing  Revolving  Loans,  the  "Existing  Loans")  to the
Borrower;

       WHEREAS,  the  Borrower  desires  to,  among  other  things,  obtain  the
Commitments  to make Loans on the terms and  conditions set forth herein for the
purposes set forth herein;

       WHEREAS, the Borrower has requested that the Existing Credit Agreement be
amended and  restated in its  entirety  to become  effective  and binding on the
Borrower  pursuant to the terms of this  Agreement,  and the Lenders have agreed
(subject  to the terms of this  Agreement)  to amend and  restate  the  Existing
Credit Agreement in its entirety to read as set forth in this Agreement,  and it
has been agreed by the parties to the  Existing  Credit  Agreement  that (a) the
commitments  which the  Existing  Lenders  have agreed to extend to the Borrower
under the  Existing  Credit  Agreement  shall be extended  or advanced  upon the
amended and restated terms and conditions  contained in this Agreement,  and (b)
the Existing  Loans and other  Obligations  (as defined in the  Existing  Credit
Agreement)  outstanding under the Existing Credit Agreement shall be governed by
and deemed to be outstanding under the amended and restated terms and conditions
contained in this  Agreement,  with the intent that the terms of this  Agreement
shall  amend and  restate in their  entirety  the terms of the  Existing  Credit
Agreement (each of which shall hereafter have no further effect upon the parties
thereto,  other than for fees and expenses accrued and owing and indemnification
provisions  arising under the terms of the Existing Credit Agreement on or prior
to the date  hereof or  arising  (in the case of an  indemnification)  under the
terms of the Existing Credit Agreement); and

       NOW, THEREFORE,  the parties hereto hereby agree to amend and restate the
Existing Credit  Agreement,  and the Existing Credit Agreement is hereby amended
and restated in its entirety as follows:

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

       Section 1.01 Defined  Terms.  As used in this  Agreement,  including  its
preamble and  recitals,  the  following  terms shall have the meanings set forth
below (such  meanings to be equally  applicable to the singular and plural forms
thereof):


<PAGE>


       "Active Restricted Subsidiary" means a Restricted Subsidiary having a net
worth in excess of $1,000,000.

       "Administrative  Agent"  means PNC  Bank,  National  Association,  in its
capacity as  administrative  agent for the Lenders hereunder and under the other
Loan Documents, and its successor or successors in such capacity.

       "Administrative  Agent's Office" means the Administrative Agent's address
and,  as  appropriate,  account as set forth on  Schedule  10.02,  or such other
address and account as the Administrative  Agent may from time to time notify to
the Borrower and the Lenders.

       "Affiliate"  means,  as to any  Person,  any  other  Person  directly  or
indirectly  controlling,  controlled  by,  or under  direct or  indirect  common
control with,  such Person.  A Person shall be deemed to be "controlled  by" any
other Person if such other Person possesses,  directly or indirectly,  power (i)
to vote 10% or more of the securities (on a fully diluted basis) having ordinary
voting power for the election of directors or managing  general partners or (ii)
to direct or cause the direction of the  management and policies of such Person,
whether by contract or otherwise.

       "Agent" means the  Administrative  Agent or the Syndication Agent and any
successors and assigns in such  capacity,  and "Agents" means any two or more of
them.

       "Agent-Related  Persons"  means any Agent,  together with its  Affiliates
(including in the case of PNC Bank, National  Association in its capacity as the
Administrative  Agent),  and the  officers,  directors,  employees,  agents  and
attorneys-in-fact of such Person and its Affiliates.

       "Agreement" means the Existing Credit Agreement,  as amended and restated
hereby and as further amended, restated, supplemented or otherwise modified from
time to time.

       "Amendment   Effective  Date"  means  the  date  this  Agreement  becomes
effective pursuant to Section 10.17.

       "Anti-Terrorism  Laws"  means any Laws  relating  to  terrorism  or money
laundering,  including  Executive Order No. 13224, the USA Patriot Act, the Laws
compromising or implementing  the Bank Secrecy Act and the Laws  administered by
the United States Treasury  Department's Office of Foreign Asset Control (as any
of the  foregoing  Laws may from time to time be amended,  renewed,  extended or
replaced).

       "Applicable  Interbank  Offered  Rate"  for any  Eurodollar  Loan for the
Interest Period applicable thereto means:

              (i)    the rate per  annum  equal  to the rate  determined  by the
     Administrative  Agent to be the offered  rate that  appears on display page
     3750 of the  Moneyline  Telerate  screen (or any  successor  thereto)  that
     displays the average British Bankers  Association  Interest Settlement Rate
     for  deposits in Dollars  (for  delivery on the first day of such  Interest
     Period) with a term  equivalent to such Interest  Period,  determined as of
     approximately 11:00 A.M. (London time) two Business Days prior to the first
     day of such Interest Period; or

              (ii)   if the rate  referenced in clause (i) above does not appear
     on such  page  or  service  or  such  page or  service  shall  cease  to be
     available,  the  rate  per  annum  equal  to  the  rate  determined  by the
     Administrative Agent to be the offered rate that appears on such other page
     or service that displays an average  British Bankers  Association  Interest
     Settlement  Rate for deposits in Dollars (for  delivery on the first day of
     such  Interest  Period) with a term  equivalent  to such  Interest  Period,
     determined  as of  approximately  11:00 A.M. two Business Days prior to the
     first day of such Interest Period; or


                                      -2-

<PAGE>


              (iii)  if the rates  referenced in the  preceding  clauses (i) and
     (ii) are not available, the rate per annum determined by the Administrative
     Agent as the rate of interest  (rounded  upwards to the next 1/100th of 1%)
     at which deposits in Dollars for delivery on the first day of such Interest
     Period in same day funds in the  approximate  amount of the Eurodollar Loan
     being made,  continued or converted with a term equivalent to such Interest
     Period  would be offered by PNC Bank,  National  Association  or one of its
     Affiliates  to major  banks in the  offshore  market  for  Dollars at their
     request at  approximately  11:00 A.M. (London time) two Business Days prior
     to the first day of such Interest Period.

       "Applicable  Lending Office" means (i) with respect to any Lender and for
each Type of Loan,  the  "Lending  Office" of such Lender (or of an Affiliate of
such Lender)  designated  for such Type of Loan on Schedule  10.02 or such other
office of such  Lender (or of an  Affiliate  of such  Lender) as such Lender may
from time to time  specify to the  Administrative  Agent and the Borrower as the
office by which its Loans of such Type are to be made and  maintained;  provided
that  any  Lender  may  from  time to time by  notice  to the  Borrower  and the
Administrative  Agent designate separate Eurodollar Lending Offices for loans in
different  currencies,  in which case all  references  herein to the  Applicable
Lending Office of such Lender shall,  with respect to its Eurodollar  Loans,  be
deemed to refer to any or all of such  offices,  as the context may require,  in
which case all references herein to the Applicable Lending Office of such Lender
shall,  with  respect  to such  Loans,  be deemed to refer to any or all of such
offices, as the context may require, and (ii) with respect to any Issuing Lender
and for each Letter of Credit,  the "Lending  Office" of such Issuing Lender (or
of an Affiliate of such Issuing  Lender)  designated  on Schedule  10.02 or such
other office of such Issuing Lender (or of an Affiliate of such Issuing  Lender)
as such Lender may from time to time specify to the Administrative Agent and the
Borrower  as the  office by which its  Letters  of Credit  are to be issued  and
maintained.

       "Applicable Margin" means, for purposes of calculating (i) the applicable
interest  rate for any day for any Base Rate Loans or  Eurodollar  Loans or (ii)
the  applicable  rate for the  Facility  Fee for any day for purposes of Section
2.12(a), the appropriate  applicable percentage set forth below corresponding to
then current Worthington's Ratings:

<TABLE>
<CAPTION>

=====================  ======================  =========================  =====================  ============================
                                                                               Applicable         Applicable Percentage for
                           Worthington's        Applicable Percentage     Percentage for Base            Eurodollar
                       Ratings (S&P/Moody's)      for Facility Fees            Rate Loans                   Loans
---------------------  ----------------------  -------------------------  ---------------------  ----------------------------
<S>                    <C>                                 <C>                        <C>                      <C>
Category A:            BBB+/Baal or higher              .100%                      0%                       .400%

---------------------  ----------------------  -------------------------  ---------------------  ----------------------------

Category B:            BBB/Baa2                         .125%                      0%                       .500%

---------------------  ----------------------  -------------------------  ---------------------  ----------------------------

Category C:            BBB-/Baa3                        .175%                      0%                       .575%

---------------------  ----------------------  -------------------------  ---------------------  ----------------------------

Category D:            BB+/Ba1 or                       .250%                      0%                      1.125%
                       lower or unrated
=====================  ======================  =========================  =====================  ============================

</TABLE>

       Initially,  the  Applicable  Margins  for Base Rate Loans and  Eurodollar
Loans  and  the   applicable   rate  for  Facility  Fees  shall  be  based  upon
Worthington's Ratings specified in the certificate delivered pursuant to Section


                                      -3-

<PAGE>


4.01(d)(ii) of this Agreement. Thereafter, each change in the Applicable Margins
for Base Rate Loans and Eurodollar  Loans and the  applicable  rate for Facility
Fees shall be  effective  during the period  commencing  on the date of a public
announcement with respect to a change in Worthington's Ratings and ending on the
date immediately  preceding the effective date of the next such change,  if any.
In the event a rating  differential of one level exists,  Worthington's  Ratings
shall be  deemed  to be the  higher  of the two  ratings.  In the event a rating
differential  of more  than one level  exists,  Worthington's  Ratings  shall be
deemed to be one level below the higher rating.

       "Approved Fund" means (i) with respect to any Lender,  an entity (whether
a corporation,  partnership, limited liability company, trust or otherwise) that
is engaged in making,  purchasing,  holding or otherwise investing in bank loans
and similar  extensions of credit in the ordinary  course of its business and is
managed by such Lender or an Affiliate of such Lender,  (ii) with respect to any
Lender  that is a fund that  invests in bank  loans and  similar  extensions  of
credit,  any other fund that  invests in bank loans and  similar  extensions  of
credit  and is managed by the same  investment  advisor as such  Lender or by an
Affiliate  of such  investment  advisor  and (iii) any special  purpose  funding
vehicle described in Section 10.06(h).

       "Assignment   and   Acceptance"   means  an  Assignment  and  Acceptance,
substantially  in the form of Exhibit C hereto,  under  which an  interest  of a
Lender  hereunder is  transferred  to an Eligible  Assignee  pursuant to Section
10.06(b).

       "Associate"  has the meaning given to it in Rule 12b-2 under the Exchange
Act.

       "Attorney  Costs" means all reasonable and actual fees and  disbursements
of any law firm or other external counsel.

       "Bankruptcy  Event"  means,  with  respect to any Person,  (i) a court or
governmental  agency  having  appropriate  jurisdiction  shall enter a decree or
order for  relief in  respect of such  Person in an  involuntary  case under any
Debtor Relief Law now or hereafter in effect, or appoint a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of such Person or
for  any  substantial  part  of its  property  or  ordering  the  winding  up or
liquidation of its affairs, (ii) an involuntary case under any applicable Debtor
Relief Law now or hereafter in effect is commenced  against such Person and such
petition  remains  unstayed and in effect for a period of 60  consecutive  days,
(iii) such Person shall commence a voluntary  case under any  applicable  Debtor
Relief Law now or hereafter  in effect,  or consent to the entry of an order for
relief in an involuntary  case under any such law, or consent to the appointment
or taking possession by a receiver,  liquidator,  assignee,  custodian, trustee,
sequestrator or similar  official of such Person or any substantial  part of its
property or make any general  assignment  for the benefit of  creditors  or (iv)
such Person shall admit in writing its  inability to pay its debts  generally as
they  become  due or any  definitive  action  shall be taken by such  Person  in
preparation for any of the aforesaid.

       "Base Rate" means,  for any day, (a) a rate per annum equal to the higher
of (i) the  Prime  Rate  for  such  day and  (ii)  the sum of 1/2 of 1% plus the
Federal  Funds  Open  Rate for such day (any  change  in the Base  Rate due to a
change in the Prime Rate or the Federal  Funds Open Rate shall be  effective  on
the  effective  date of such change in the Prime Rate or the Federal  Funds Open
Rate) or (b)  exclusively  for purposes of Swingline  Loans,  any other rate per
annum that may be agreed upon between the Swingline Lender and the Borrower.

       "Base  Rate  Loan"  means a Loan which  bears  interest  at the Base Rate
pursuant to the  applicable  Revolving  Loan  Request,  Swingline  Loan Request,
Notice of Extension/Conversion or the provisions of Article III.


                                      -4-

<PAGE>


       "Blocked  Person" means any Person (i) that is listed in the annex to, or
is otherwise subject to the provisions of, Executive Order No. 13224; (ii) owned
or  controlled  by, or acting for or on behalf of, any Person  that is listed in
the annex to, or is otherwise  subject to the provisions of, Executive Order No.
13224;  (iii) with  which any Lender is  prohibited  from  dealing or  otherwise
engaging  in any  transaction  by any  Anti-Terrorism  Law;  (iv) that  commits,
threatens or conspires to commit or supports "terrorism" as defined in Executive
Order No. 13224; (v) that is named as a "specially  designated  national" on the
most current list published by the U.S.  Treasury  Department  Office of Foreign
Asset  Control  at its  official  website  or any  replacement  website or other
replacement  official  publication  of such list;  or (vi) who is  affiliated or
associated with a person or entity listed above.

       "Board" means the Board of Governors of the Federal Reserve System of the
United States of America.

       "Borrower" means Worthington Industries,  Inc., an Ohio corporation,  and
its successors.

       "Borrower's  2005 Form 10-K" means the  Borrower's  annual report on Form
10-K for the fiscal year ended May 31, 2005,  as filed with the  Securities  and
Exchange Commission pursuant to the Exchange Act.

       "Borrowing" has the meaning set forth in Section 1.04.

       "Business  Day" means any day except a  Saturday,  Sunday or other day on
which commercial  banks are authorized or required to close,  under the laws of,
or are in fact closed in, the state where the  Administrative  Agent's Office is
located, except that:

              (i)    when used in Section  2.06 with respect to any action taken
     by or with respect to any Issuing  Lender,  or to the issuance of,  drawing
     under,  or  reimbursement  obligation  arising in  respect  of, a Letter of
     Credit or a notice  by the  Borrower  with  respect  to any such  issuance,
     drawing or  reimbursement  obligation,  the term  "Business  Day" shall not
     include any day on which  commercial  banks are  authorized  or required to
     close, under the laws of, or in fact closed in, the jurisdiction where such
     Issuing Lender's Applicable Lending Office is located; and

              (ii) if  such  day  relates  to a  borrowing  of,  a   payment  or
     prepayment  of principal  of or interest on, or the Interest  Period for, a
     Eurodollar  Loan,  or a notice by the  Borrower  with  respect  to any such
     borrowing, payment, prepayment or Interest Period, such day shall also be a
     day  on  which  commercial  banks  are  open  for  international   business
     (including dealings in Dollar deposits) in London.

       "Capital Lease" of any Person means any lease of property  (whether real,
personal or mixed) by such Person as lessee  which  would,  in  accordance  with
GAAP, be required to be accounted for as a capital lease on the balance sheet of
such Person.

       "Capital  Lease  Obligations"  means,  with  respect to any  Person,  all
obligations of such Person as lessee under Capital Leases, in each case taken at
the amount thereof accounted for as liabilities in accordance with GAAP.

       "Capitalization"  means  Consolidated  Indebtedness plus Consolidated Net
Worth.

       "Cash  Collateralize"  means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the Issuing Lenders and the Lenders, as
collateral  for  the LC  Obligations,  cash  or  deposit  balances  pursuant  to
documentation in form and substance satisfactory to the Administrative Agent and


                                      -5-

<PAGE>


the Issuing  Lenders (which  documents are hereby  consented to by the Lenders).
Derivates of such term have a corresponding meaning.

       "Cash Equivalents" means:

              (i)    securities  issued  or  directly  and fully  guaranteed  or
     insured  by the United  States of America or any agency or  instrumentality
     thereof  (provided  that the full faith and credit of the United  States of
     America is pledged in support  thereof) having  maturities of not more than
     twelve months from the date of acquisition;

              (ii)   Dollar-denominated  certificates  of  deposit  of  (A)  any
     Lender, (B) any United States commercial bank of recognized standing having
     capital  and  surplus in excess of  $500,000,000  or (C) any bank whose (or
     whose parent company's)  short-term  commercial paper rating from S&P is at
     least A-1 or the equivalent  thereof or from Moody's is at least P-1 or the
     equivalent thereof (any such bank being an "Approved Lender"), in each case
     with maturities of not more than 270 days from the date of acquisition;

              (iii)  commercial paper and variable or fixed rate notes issued by
     any Approved Lender (or by the parent company thereof) or any variable rate
     notes  issued  by,  or  guaranteed  by,  any  domestic  corporation  not an
     Affiliate of the Borrower rated A-1 (or the  equivalent  thereof) or better
     by S&P or P-1 (or the equivalent thereof) or better by Moody's and maturing
     within six months of the date of acquisition;

              (iv)   repurchase   agreements   with  a  bank  or  trust  company
     (including  any of the  Lenders) or  recognized  securities  dealer  having
     capital and surplus in excess of $500,000,000 for direct obligations issued
     by or fully  guaranteed  by the  United  States  of  America  in which  the
     Borrower or one or more of its  Subsidiaries  shall have a perfected  first
     priority  security  interest (subject to no other Liens) and having, on the
     date of  purchase  thereof,  a fair  market  value of at least  100% of the
     amount of the repurchase obligations;

              (v)    auction rate  securities  of an issuer rated at least AA by
     S&P or Aa2 by Moody's,  regardless of the stated maturity,  so long as such
     securities  have a liquidity  mechanism  permitting the Disposition of such
     securities  at par within one year from the issuance of such  securities or
     from the date of the immediately  preceding  permitted  Disposition of such
     securities; and

              (vi)   Investments,  classified in accordance with GAAP as current
     assets, in money market investment programs registered under the Investment
     Company  Act of 1940,  as  amended,  which are  administered  by  reputable
     financial  institutions  having  capital of at least  $500,000,000  and the
     portfolios of which are limited to Investments  of the character  described
     in the foregoing clauses (i) through (v).

       "Change of Control" means, with respect to any Person, an event or series
of events by which:

              (i)    any  "person"  or "group"  (within  the  meaning of Section
     13(d) and 14(d) of the Exchange Act) (other than John H. McConnell, John P.
     McConnell,  their  Affiliates,  their  Associates (as defined in Rule 12b-2
     under the Exchange  Act),  or a group which the  foregoing  are a principal
     participant,  or any profit  sharing,  employee  stock  ownership  or other
     employee  benefit plan of the Borrower or any Subsidiary of the Borrower or
     any trustee or fiduciary  with respect to any such plan when acting in such
     capacity) has become the "beneficial  owner" (as defined in Rules 13d-3 and


                                       -6-

<PAGE>

     13d-5 under the Exchange Act,  except that a Person shall be deemed to have
     "beneficial ownership" of all securities that any such Person has the right
     to acquire, whether such right is exercisable immediately or only after the
     passage of time), by way of merger,  consolidation or otherwise,  of 30% or
     more of the Equity Interests of such Person on a fully-diluted  basis after
     giving  effect to the  conversion  and exercise of all  outstanding  Equity
     Equivalents  (whether or not such  Equity  Equivalents  are then  currently
     convertible or exercisable); or

              (ii)   during any period of 12 consecutive  months,  a majority of
     the members of the board of directors or other equivalent governing body of
     such Person  cease to be composed of  individuals  (A) who were  members of
     that board or  equivalent  governing  body on the first day of such period,
     (B) whose election or nomination to that board or equivalent governing body
     was  approved  by   individuals   referred  to  in  clause   (ii)(A)  above
     constituting at the time of such election or nomination at least a majority
     of that  board  or  equivalent  governing  body or (C)  whose  election  or
     nomination to that board or other equivalent governing body was approved by
     individuals  referred to in clauses  (ii)(A) and (B) above  constituting at
     the time of such  election or  nomination at least a majority of that board
     or equivalent governing body.

       "Closing Date" means May 10, 2002.

       "Code"  means the  Internal  Revenue  Code of 1986,  as amended,  and any
successor  statute thereto,  as interpreted by the rules and regulations  issued
thereunder, in each case as in effect from time to time.

       "Commitment"  means  (i)  with  respect  to each  Lender,  its  Revolving
Commitment,  (ii) with respect to each Issuing  Lender,  its LC  Commitment  and
(iii) with respect to the Swingline Lender,  the Swingline  Commitment,  in each
case in the  respective  amount set forth on Schedule 1.01A or in the applicable
Assignment and Acceptance, as any such amount may be increased or decreased from
time to time pursuant to this Agreement.

       "Consolidated  EBITDA" means, for any period, the sum of (i) Consolidated
Net Income for such period plus (ii) an amount which,  in the  determination  of
Consolidated Net Income for such period,  has been deducted for (A) Consolidated
Interest Expense,  (B) provisions for Federal,  state, local and foreign income,
value added and similar  taxes and (C)  depreciation,  amortization  (including,
without  limitation,  amortization of goodwill and other  intangibles) and other
non-cash expense,  all determined in accordance with GAAP, minus (iii) an amount
which, in the determination of Consolidated Net Income for such period, has been
added for (A) interest income and (B) any non-cash income or non-cash gains, all
as determined in accordance with GAAP. If the Borrower or any Subsidiary makes a
material  acquisition  or  divestiture,  in either case to the extent  permitted
pursuant to this Agreement,  during any period for which Consolidated  EBITDA is
measured,  then  for  purposes  of  determining  the  Interest  Coverage  Ratio,
Consolidated  EBITDA  shall be adjusted for the period of time prior to the date
of such acquisition or divesture by adding the historical  financial results for
such period of the Person or assets  acquired  (without  taking  account of cost
savings or others synergies unless approved by the Required Lenders) or deleting
that  portion of the  financial  results of the  Borrower  and its  Consolidated
Subsidiaries for such period attributable to the Person or assets divested,  all
as reasonably  determined  by the Borrower and  certified to the  Administrative
Agent and the Lenders.

       "Consolidated  Indebtedness"  means at any date the  Indebtedness  of the
Borrower and its  Subsidiaries,  determined on a  consolidated  basis as of such
date.


                                      -7-

<PAGE>


       "Consolidated  Interest  Expense"  means,  for any period,  the aggregate
interest  expense  of  the  Borrower  and  its  Subsidiaries  for  such  period,
determined on a consolidated basis in accordance with GAAP,  including,  without
duplication,  the  portion  of any cash  payments  made or accrued in respect of
Capital Lease Obligations allocable to interest expense.

       "Consolidated  Net Income" means, for any period,  the net income (or net
loss)  after  taxes  of the  Borrower  and its  Subsidiaries  for  such  period,
determined on a consolidated basis in accordance with GAAP;  provided that there
shall be excluded from the calculation of Consolidated Net Income (i) the income
(or loss) of any Person  (referred  to herein as "Person  A") in which any other
Person (other than the Borrower or any of its Wholly-Owned  Subsidiaries) has an
ownership  interest  and  which  Person  A would  not be  consolidated  with the
Borrower and its Subsidiaries in their consolidated financial statements if such
statements were prepared for such period in accordance with GAAP,  except to the
extent that any such income is actually  received by the  Borrower or any of its
Wholly-Owned Subsidiaries in the form of dividends or other distributions during
such period and (ii) the income of any  Subsidiary of the Borrower 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,
rule or governmental regulation applicable to that Subsidiary.

       "Consolidated   Net   Tangible   Assets"   means,   as  of  any  date  of
determination,  the sum of the  amounts  that  would  appear  on a  consolidated
balance  sheet of the Borrower and its  Subsidiaries  for the total assets (less
accumulated  depletion,  depreciation or  amortization,  allowances for doubtful
receivables,  other applicable  reserves and other properly deductible items) of
the  Borrower  and its  Subsidiaries,  determined  on a  consolidated  basis  in
accordance with GAAP, after deducting therefrom, to the extent included in total
assets,  in each case as determined on a consolidated  basis in accordance  with
GAAP (without  duplication):  (i) the  aggregate  amount of  liabilities  of the
Borrower  and its  Subsidiaries  which may  properly  be  classified  as current
liabilities  (including taxes accrued as estimated);  (ii) current  Indebtedness
and current  maturities of long-term  Indebtedness;  (iii) minority interests in
the  Borrower's  subsidiaries  held by  Persons  other  than the  Borrower  or a
wholly-owned  Subsidiary of the Borrower; and (iv) unamortized debt discount and
expenses and other unamortized deferred charges, goodwill, patents,  trademarks,
service marks, trade names, copyrights,  licenses, organization or developmental
expenses and other intangible items.

       "Consolidated Net Worth" means at any time the consolidated stockholders'
equity of the Borrower and its Subsidiaries  calculated on a consolidated  basis
in accordance with GAAP as of such time.

       "Consolidated  Subsidiary"  means with  respect to any Person at any date
any  Subsidiary  of such Person or other  entity the  accounts of which would be
consolidated with those of such Person in its consolidated  financial statements
if such statements were prepared as of such date in accordance with GAAP.

       "Contractual  Obligation"  means, as to any Person,  any provision of any
material security issued by such Person or of any material agreement, instrument
or other  undertaking  to which such  Person is a party or by which it or any of
its property is bound.

       "Controlling Person" means, with respect any Person, the beneficial owner
of a percentage  of the voting power of the Equity  Interests of any such Person
sufficient  to  approve  an action of any such  Person  which  requires a simple
majority  of the owners of such  Equity  Interest  to vote to  approve  any such
action;  provided  that any such  Person is a  Consolidated  Subsidiary  of such
Controlling Person.


                                      -8-

<PAGE>


       "Credit  Exposure"  has  the  meaning  set  forth  in the  definition  of
"Required Lenders" in this Section 1.01.

       "Credit  Extension"  means  a  Borrowing  or  the  issuance,  renewal  or
extension of a Letter of Credit or the  purchase by a Lender of a  Participation
Interest.

       "Creditor"  means each Lender,  each Issuing Lender,  each Agent and each
Indemnitee and their respective  successors and assigns,  and "Creditors"  means
any two or more of such Creditors.

       "Debtor Relief Laws" means the Bankruptcy Reform Act of 1978, as amended,
and all  other  liquidation,  conservatorship,  bankruptcy,  assignment  for the
benefit  of  creditors,  moratorium,  rearrangement,  receivership,  insolvency,
reorganization  or similar debtor relief laws of the United States of America or
other  applicable  jurisdiction  from  time  to time  affecting  the  rights  of
creditors generally.

       "Default"  means any  condition  or event which  constitutes  an Event of
Default  or which  with the  giving of  notice  or lapse of time or both  would,
unless cured or waived, become an Event of Default.

       "Defaulting  Lender"  means at any  time  any  Lender  that,  within  one
Business  Day of  when  due,  (i)  has  failed  to  make a Loan  or  purchase  a
Participation Interest in a Swingline Loan or LC Obligation required pursuant to
the terms of this  Agreement,  (ii) other than as set forth in clause (i) above,
has  failed to pay to any Agent or any  Lender  an  amount  owed by such  Lender
pursuant to the terms of this  Agreement or any other Loan Document or (iii) has
been deemed insolvent or has become subject to a Bankruptcy Event.

       "Derivatives  Agreement"  means (i) any and all rate  swap  transactions,
basis  swaps,  credit  derivative   transactions,   forward  rate  transactions,
commodity swaps,  commodity  options,  forward  commodity  contracts,  equity or
equity  index  swaps or  options,  bond price or bond index  swaps or options or
forward bond or forward bond price or forward bond index transactions,  interest
rate options,  forward foreign exchange  transactions,  cap transactions,  floor
transactions,  collar transactions,  currency swap transactions,  cross-currency
rate swap  transactions,  currency options,  spot contracts or any other similar
transactions or any  combination of any of the foregoing  (including any options
to enter  into any of the  foregoing),  whether or not any such  transaction  is
governed by or subject to any master agreement and (ii) any and all transactions
of any kind, and the related  confirmations,  which are subject to the terms and
conditions  of, or governed  by, any form of master  agreement  published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement or any other master agreement.

       "Derivatives Obligations" of any Person means all obligations (including,
without  limitation,  any amounts  which  accrue after the  commencement  of any
Bankruptcy  Event  with  respect  to such  Person,  whether  or not  allowed  or
allowable as a claim under any applicable  Debtor Relief Laws) of such Person in
respect of any Derivatives Agreement, excluding any amounts which such Person is
entitled to set-off against its obligations under applicable law.

       "Disposition"  or "Dispose"  means the sale,  transfer,  license or other
disposition  (including any  Sale/Leaseback  Transaction) of any property by any
Person,  including any sale,  assignment,  transfer or other  disposal,  with or
without recourse, of any notes, accounts receivable or payment intangible or any
rights or claims associated therewith.

       "Dollars"  and the sign "$" means  lawful  money of the United  States of
America.


                                      -9-

<PAGE>


       "Eligible Assignee" means (i) any Lender, (ii) any Affiliate of a Lender,
(iii) any Approved Fund and (iv) any other Person (other than a natural  Person)
approved by (A) the Administrative Agent, (B) in the case of any assignment of a
Revolving  Commitment,  the  Issuing  Lenders and the  Swingline  Lender and (C)
unless (x) such Person is taking  delivery of an assignment  in connection  with
physical  settlement  of a  credit  derivatives  transaction  or (y) an Event of
Default has occurred and is  continuing  at the time any  assignment is effected
pursuant  to  Section  10.06(b),  the  Borrower  (each such  approval  not to be
unreasonably  withheld or delayed and any such approval required of the Borrower
to be deemed given by the Borrower if no objection from the Borrower is received
by the assigning  Lender and the  Administrative  Agent within two Business Days
after notice of such  proposed  assignment  has been  provided by the  assigning
Lender to the Borrower); provided that the Borrower and its Affiliates shall not
qualify as Eligible Assignees.

       "Environmental Laws" means any current or future legal requirement of any
Governmental  Authority pertaining to (i) the protection of health,  safety, and
the environment,  (ii) the conservation,  management or use of natural resources
and wildlife,  (iii) the  protection or use of surface water and  groundwater or
(iv)  the  management,  manufacture,   possession,  presence,  use,  generation,
transportation,  treatment,  storage,  disposal,  release,  threatened  release,
abatement, removal, remediation or handling of, or exposure to, any hazardous or
toxic substance or material and includes,  without limitation, the Comprehensive
Environmental Response,  Compensation,  and Liability Act of 1980, as amended by
the Superfund  Amendments and  Reauthorization Act of 1986, 42 USC 9601 et seq.,
Solid Waste Disposal Act, as amended by the Resource  Conservation  and Recovery
Act of 1976 and  Hazardous  and Solid Waste  Amendment  of 1984,  42 USC 6901 et
seq.,  Federal Water Pollution Control Act, as amended by the Clean Water Act of
1977,  33 USC 1251 et seq.,  Clean Air Act of 1966,  as amended,  42 USC 7401 et
seq.,  Toxic  Substances  Control  Act of 1976,  15 USC 2601 et seq.,  Hazardous
Materials  Transportation Act, 49 USC App. 1801 et seq., Occupational Safety and
Health Act of 1970, as amended,  29 USC 651 et seq.,  Oil Pollution Act of 1990,
33 USC 2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986,
42 USC 11001 et seq., National  Environmental Policy Act of 1969, 42 USC 4321 et
seq.,  Safe Drinking  Water Act of 1974, as amended,  42 USC 300(f) et seq., any
analogous  implementing or successor law, and any amendment,  rule,  regulation,
order or directive issued thereunder.

       "Equity  Equivalents"  means  with  respect  to any  Person  any  rights,
warrants, options, convertible securities, exchangeable securities, indebtedness
or other rights,  in each case  exercisable  for or convertible or  exchangeable
into,  directly or  indirectly,  Equity  Interests of such Person or  securities
exercisable  for or convertible or  exchangeable  into Equity  Interests of such
Person,  whether  at the time of  issuance  or upon the  passage  of time or the
occurrence of some future event.

       "Equity  Interests"  means  all  shares  of  capital  stock,  partnership
interests  (whether general or limited),  limited liability  company  membership
interests,   beneficial   interests  in  a  trust  and  any  other  interest  or
participation  that  confers on a Person the right to receive a share of profits
or losses, or distributions of assets,  of an issuing Person,  but excluding any
debt securities convertible into such Equity Interests.

       "ERISA"  means the Employee  Retirement  Income  Security Act of 1974, as
amended,  and any successor  statute  thereto,  as  interpreted by the rules and
regulations issued thereunder, in each case as in effect from time to time.

       "ERISA   Affiliate"   means  any  trade  or  business   (whether  or  not
incorporated)  under  common  control  with the  Borrower  within the meaning of
Section  414(b) or (c) of the Code (and Sections  414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).


                                      -10-

<PAGE>


       "ERISA  Event"  means:  (i) a Reportable  Event with respect to a Pension
Plan;  (ii) a withdrawal by the Borrower or any ERISA  Affiliate  from a Pension
Plan  subject  to  Section  4063 of ERISA  during a plan  year in which it was a
substantial  employer  (as  defined in  Section  4001(a)(2)  of ERISA);  (iii) a
complete or partial  withdrawal  by the Borrower or any ERISA  Affiliate  from a
Multiemployer   Plan  or   notification   that  a   Multiemployer   Plan  is  in
reorganization;  (iv) the  filing  of a  notice  of  intent  to  terminate,  the
treatment of a Plan  amendment as a termination  under Sections 4041 or 4041A of
ERISA,  or the  commencement  of  proceedings by the PBGC to terminate a Pension
Plan or Multiemployer  Plan; (v) an event or condition which might reasonably be
expected to constitute  grounds under Section 4042 of ERISA for the  termination
of,  or the  appointment  of a  trustee  to  administer,  any  Pension  Plan  or
Multiemployer  Plan; or (vi) the  imposition of any liability  under Title IV of
ERISA,  other than PBGC  premiums due but not  delinquent  under Section 4007 of
ERISA, upon the Borrower or any ERISA Affiliate.

       "Eurodollar  Loan" means a Loan which bears interest at a Eurodollar Rate
pursuant   to   the   applicable   Revolving   Loan   Request   or   Notice   of
Extension/Conversion.

       "Eurodollar  Rate" means,  for each Interest  Period for each  Eurodollar
Loan  comprising  the same Group,  the quotient  obtained  (rounded  upward,  if
necessary,  to the next  higher  1/100th of 1%) by dividing  (i) the  Applicable
Interbank  Offered Rate for Dollars for such Interest  Period by (ii) 1.00 minus
the Eurodollar Reserve Percentage.

       "Eurodollar  Reserve  Percentage"  means  for  any  day  that  percentage
(expressed  as a decimal)  which is in effect on such day, as  prescribed by the
Board (or any other  entity  succeeding  to the  functions  currently  performed
thereby) for determining  the maximum  reserve  requirement for a member bank of
the Federal Reserve System in New York City with deposits exceeding five billion
Dollars  in  respect  of  "Eurodollar  liabilities"  (or in respect of any other
category  of  liabilities  which  includes  deposits by  reference  to which the
interest rate on Eurodollar Loans is determined or any category of extensions of
credit or other assets which includes loans by a non-United States office of any
Lender to United States  residents),  whether or not a Lender has any Eurodollar
liabilities subject to such reserve  requirement at that time.  Eurodollar Loans
shall be deemed to constitute Eurodollar liabilities and as such shall be deemed
subject to reserve  requirements  without  benefits of credits  for  prorations,
exceptions or offsets that may be available  from time to time to a Lender.  The
Eurodollar Rate shall be adjusted  automatically on and as of the effective date
of any change in the Eurodollar Reserve Percentage.

       "Event of Default" has the meaning set forth in Section 8.01.

       "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
any  successor  statute  thereto,   together  with  the  rules  and  regulations
promulgated thereunder.

       "Executive  Order No.  13224"  means  the  Executive  Order No.  13224 on
Terrorist  Financing,  effective  September  24, 2001,  as the same has been, or
shall hereafter be, renewed, extended, amended or replaced.

       "Exemption Certificate" has the meaning set forth in Section 3.01(d).

       "Existing Credit Agreement" is defined in the first recital.

       "Existing Lenders" is defined in the first recital.

       "Existing  Letters of Credit"  means the letters of credit issued for the
account of the  Borrower  and any  Restricted  Subsidiary  before the  Amendment
Effective  Date and  described  by date of  issuance,  letter of credit  number,


                                      -11-

<PAGE>


undrawn amount,  name of beneficiary and date of expiry on Schedule 7.01 hereto,
without giving effect to any extension of the term thereof.

       "Existing Loans" is defined in the first recital.

       "Existing Revolving Loans" is defined in the first recital.

       "Existing Swingline Loans" is defined in the first recital.

       "Facility Fee" has the meaning set forth in Section 2.12(a).

       "Failed Loan" has the meaning set forth in Section 2.04(e).

       "Federal  Funds Open  Rate"  means the rate per annum  determined  by the
Administrative   Agent  in   accordance   with  its  usual   procedures   (which
determination  shall be conclusive  absent manifest error) to be the "open" rate
for federal funds  transactions  as of the opening of business for federal funds
transactions  among members of the Federal  Reserve  System  arranged by federal
funds brokers on such day, as quoted by Garvin  Guybutler,  any successor entity
thereto or any other broker selected by the  Administrative  Agent, as set forth
on the applicable  Moneyline Telerate display page; provided that if such day is
not a Business Day, the Federal Funds Open Rate for such day shall be the "open"
rate on the  immediately  preceding  Business  Day,  or if no such rate shall be
quoted by a federal funds broker at such time,  such other rate as determined by
the Administrative Agent in accordance with its usual procedures.

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

       "Foreign  Subsidiary"  means with respect to any Person any Subsidiary of
such  Person  that  is  organized   outside  the  United   States  and  conducts
substantially all of its business outside the United States.

       "GAAP" means at any time generally accepted accounting principles as then
in effect in the  United  States,  applied  on a basis  consistent  (except  for
changes with which the Borrower's independent public accountants have concurred)
with the most recent audited  consolidated  financial statements of the Borrower
and its Consolidated Subsidiaries previously delivered to the Lenders.

       "Government Acts" is defined in Section 2.06(p).

       "Governmental  Authority" means any federal,  state, local, provincial or
foreign  government,  authority,  agency,  central bank,  quasi-governmental  or
regulatory  authority,  court or other body or entity,  and any arbitrator  with
authority to bind a party at law.

       "Granting Lender" is defined in Section 10.06(h).

       "Group"  means at any time a group of Loans  consisting  of (i) all Loans
which are Base Rate  Loans at such time or (ii) all Loans  which are  Eurodollar
Loans having the same Interest  Period at such time;  provided that if a Loan of


                                      -12-

<PAGE>


any  particular  Lender is converted to or made as a Base Rate Loan  pursuant to
Article III, such Loan shall be included in the same Group of Loans from time to
time as it would have been had it not been so converted or made.

       "Guaranty Obligation" means any obligation,  contingent or otherwise,  of
any Person  directly or indirectly  guaranteeing  any  Indebtedness of any other
Person and any obligation,  direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or  advance or supply  funds for the  purchase or
payment of) such Indebtedness of such other Person (whether arising by virtue of
partnership  arrangements,  or by agreement to  keep-well,  to purchase  assets,
goods,  securities  or  services,  to  take-or-pay,  or  to  maintain  financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such  Indebtedness  of the payment thereof or
to protect such obligee  against loss in respect  thereof (in whole or in part);
provided that the term "Guaranty  Obligation" shall not include endorsements for
collection or deposit in the ordinary  course of business.  The term  "Guaranty"
used  as a  verb  has a  corresponding  meaning.  The  amount  of  any  Guaranty
Obligation  hereunder  shall (subject to any  limitations  set forth therein) be
deemed to be an amount  equal to the  outstanding  principal  amount (or maximum
principal  amount,  if  larger)  of the  Indebtedness  in  respect of which such
Guaranty Obligation is made.

       "ICC" has the meaning set forth in Section 2.06(m).

       "Indebtedness" of any Person means at any date, without duplication,  (i)
all obligations of such Person for borrowed money,  (ii) all obligations of such
person evidenced by bond, debentures, notes or other similar instruments,  (iii)
all obligations of such Person to pay the deferred purchase price of property or
services,  except  trade  accounts  payable  arising in the  ordinary  course of
business,  (iv) all obligations of such Person as lessee that are capitalized in
accordance  with GAAP,  (v) all Guaranty  Obligations,  (vi) all  contingent  or
non-contingent  obligations of such Person to reimburse any bank or other Person
in  respect  of  amounts  paid or  payable  (currently  or in the  future,  on a
contingent  or  non-contingent  basis)  under a  letter  of  credit  or  similar
instrument, (vii) all obligations of such Person under conditional sale or other
title retention  agreements relating to property purchased by such Person to the
extent of the value of such  property  (other  than  customary  reservations  or
retentions of title under agreements with suppliers entered into in the ordinary
course  of  business)  and  (viii)  proceeds  paid to  such  Person  from  asset
securitization,  synthetic  sale/leaseback  and other  similar off balance sheet
transactions.

       "Indemnified Liabilities" has the meaning set forth in Section 10.05.

       "Indemnitee" has the meaning set forth in Section 10.05.

       "Interest  Coverage  Ratio"  means,  for any  period,  the  ratio  of (i)
Consolidated EBITDA of the Borrower and its Subsidiaries for such period to (ii)
Consolidated  Interest  Expense of the  Borrower and its  Subsidiaries  for such
period.

       "Interest  Payment Date" means (i) as to Base Rate Loans, the last day of
each  fiscal  quarter  of the  Borrower  and the  Maturity  Date  and (ii) as to
Eurodollar  Loans,  the  last day of each  applicable  Interest  Period  and the
Maturity Date,  and, where the applicable  Interest Period for a Eurodollar Loan
is greater than three  months,  also the date three months from the beginning of
the Interest Period and each three months thereafter.

       "Interest  Period" means,  with respect to each Eurodollar Loan, a period
commencing on the date of borrowing  specified in the applicable  Revolving Loan
Request   or   on   the   date   specified   in   the   applicable   Notice   of
Extension/Conversion and ending one, two, three or six months thereafter, as the
Borrower may elect in the applicable notice; provided that:


                                      -13-

<PAGE>


              (i)    any Interest Period (except an Interest  Period  determined
     pursuant to clause (iii) below) which would otherwise end on a day which is
     not a Business  Day shall be extended to the next  succeeding  Business Day
     unless such  Business Day falls in another  calendar  month,  in which case
     such Interest Period shall end on the next preceding Business Day;

              (ii)   any Interest  Period which begins on the last  Business Day
     in 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  (iii) below,  end on the last  Business Day of a
     calendar month; and

              (iii)  any  Interest  Period which would  otherwise  end after the
     Maturity Date shall end on the Maturity Date.

       "Investment" in any Person means (i) the  acquisition  (whether for cash,
property, services, assumption of Indebtedness,  securities or otherwise) of all
or  substantially  all of the assets,  shares of Capital  Stock,  bonds,  notes,
debentures,  time deposits or other  securities  of such other Person,  (ii) any
deposit  with,  or  advance,  loan or other  extension  of  credit to or for the
benefit of such Person (other than deposits made in connection with the purchase
of equipment or inventory in the ordinary course of business) or (iii) any other
capital  contribution  to or  investment  in such  Person,  including  by way of
Guaranty  Obligations of any obligation of such Person, any support for a letter
of credit  issued on behalf of such  Person  incurred  for the  benefit  of such
Person or in the case of any Restricted Subsidiary of the Borrower, any release,
cancellation,  compromise or forgiveness in whole or in part of any Indebtedness
owing by such Restricted Subsidiary.

       "Issuing  Lender"  means  (i)  PNC  Bank,  National  Association,  in its
capacity as issuer of Letters of Credit under Section 2.06(b), and its successor
or  successors  in such  capacity  and (ii) any other  Lender which the Borrower
shall have  designated  as an "Issuing  Lender" by notice to the  Administrative
Agent.

       "Issuing Lender Fees" has the meaning set forth in Section 2.12(b)(iii).

       "Law" means any international,  foreign, Federal, state or local statute,
treaty,  rule,  guideline,  regulation,  ordinance,  code, or  administrative or
judicial precedent or authority,  including the interpretation or administration
thereof  by  any   Governmental   Authority   charged   with  the   enforcement,
interpretation  or  administration  thereof,  and all applicable  administrative
orders, directed duties, requests, licenses,  authorizations and permits of, and
agreements with, any Governmental  Authority, in each case whether or not having
the force of law.

       "LC  Commitment"  means  the  commitment  of an  Issuing  Lender to issue
Letters  of  Credit in an  aggregate  face  amount  at any one time  outstanding
(together  with the  amounts of any  unreimbursed  drawings  thereon  and all LC
Commitments of other Issuing Lenders) of up to the LC Committed Amount.

       "LC Committed Amount" has the meaning set forth in Section 2.06(a).

       "LC  Disbursement"  means a payment  or  disbursement  made by an Issuing
Lender pursuant to a Letter of Credit.

       "LC Documents" means,  with respect to any Letter of Credit,  such Letter
of Credit,  any  amendments  thereto,  any  documents  delivered  in  connection
therewith, any application therefor and any agreements,  instruments, guarantees
or other  documents  (whether  general in application or applicable only to such


                                      -14-

<PAGE>


Letter of Credit)  governing or providing for (i) the rights and  obligations of
the  parties  concerned  or at risk or (ii)  any  collateral  security  for such
obligations.

       "LC  Obligations"  means at any time,  the sum of (i) the maximum  amount
which is, or at any time  thereafter  may  become,  available  to be drawn under
Letters of Credit then  outstanding,  assuming  compliance with all requirements
for  drawings  referred  to in such  Letters of Credit  plus (ii) the  aggregate
amount of all LC Disbursements not yet reimbursed by the Borrower as provided in
Section  2.06(h) to the applicable  Issuing Lenders in respect of drawings under
Letters of Credit,  including  any  portion  of any such  obligation  to which a
Lender has become subrogated pursuant to Section 2.06(i).

       "Lender" means each bank or other lending  institution listed on Schedule
1.01A, each Eligible Assignee that becomes a Lender pursuant to Section 10.06(b)
and their respective  successors and shall include,  as the context may require,
each Issuing Lender and/or the Swingline Lender, in each case in such capacity.

       "Letter of  Credit"  means any letter of credit  issued  hereunder  by an
Issuing Lender on or after the Closing Date.

       "Letter of Credit Fee" has the meaning set forth in Section 2.12(b)(i).

       "Letter of Credit Request" has the meaning set forth in Section 2.06(b).

       "Lien"  means,   with  respect  to  any  asset,  any  mortgage,   pledge,
hypothecation,  assignment, deposit arrangement, encumbrance, lien (statutory or
other),   charge,  or  preference,   priority  or  other  security  interest  or
preferential  arrangement  of any  kind  or  nature  whatsoever  (including  any
conditional sale or other title retention agreement,  any financing lease having
substantially  the same economic effect as any of the foregoing,  and the filing
of any financing  statement under the Uniform Commercial Code or comparable Laws
of  any  jurisdiction),  including  the  interest  of a  purchaser  of  accounts
receivable,  chattel paper,  payment intangibles or promissory notes. Solely for
the  avoidance  of doubt,  the  filing of a Uniform  Commercial  Code  financing
statement  that is a protective  lease  filing in respect of an operating  lease
that does not constitute a security interest in the leased property or otherwise
give rise to a Lien does not  constitute a Lien solely on account of being filed
in a public office.

       "Loan" means a Revolving  Loan or a Swingline  Loan and "Loans" means all
of them, collectively.

       "Loan  Documents" means this Agreement and the Notes, in each case as the
same may be amended, restated, modified or supplemented from time to time.

       "Material Adverse Change" has the meaning set forth in Section 5.02(b).

       "Material  Adverse  Effect"  means an effect on the  business,  financial
condition,   assets  or   liabilities   of  the  Borrower  and  its   Restricted
Subsidiaries,  considered on a  consolidated  basis,  which,  when combined on a
cumulative basis with other changes in the business, financial condition, assets
and liabilities of the Borrower and its Consolidated Subsidiaries, considered on
a consolidated basis: (i) would have a material adverse effect on the ability of
the Borrower to perform its  obligations  under the Loan Documents or (ii) would
result in a material  adverse change in the financial  condition of the Borrower
and its Restricted Subsidiaries, considered on a consolidated basis.

       "Maturity  Date" means September 29, 2010 or such later date to which the
Maturity  Date for any Loans or  Lender  may be  extended  pursuant  to  Section
2.11(d) or, if any such day is not a Business Day, the next  preceding  Business
Day.


                                      -15-

<PAGE>


       "Moody's" means Moody's Investors Service,  Inc., a Delaware corporation,
and its successors or, absent any such  successor,  such  nationally  recognized
statistical rating organization as the Borrower and the Administrative Agent may
select.

       "Multiemployer  Plan"  means  any  employee  benefit  plan  of  the  type
described  in Section  4001(a)(3)  of ERISA to which the  Borrower  or any ERISA
Affiliate makes or is obligated to make  contributions,  or during the preceding
three calendar years, has made or been obligated to make contributions.

       "Non-U.S. Lender" has the meaning set forth in Section 3.01(d).

       "Note" means a Revolving  Note or a Swingline  Note and "Notes" means all
of them, collectively.

       "Notice of  Extension/Conversion"  has the  meaning  set forth in Section
2.08.

       "Obligations" means, without duplication:

              (i)    all   principal   of  and  interest   (including,   without
     limitation,  any  interest  which  accrues  after the  commencement  of any
     Bankruptcy Event,  whether or not allowed or allowable as a claim under any
     applicable  Debtor Relief Law) on any Loan or LC Obligation  under,  or any
     Note issued pursuant to, this Agreement or any other Loan Document;

              (ii)   all fees, expenses,  indemnification  obligations and other
     amounts  of  whatever  nature  now or  hereafter  payable  by the  Borrower
     (including,   without  limitation,  any  amounts  which  accrue  after  the
     commencement of any Bankruptcy  Event,  whether or not allowed or allowable
     as a claim  under  any  applicable  Debtor  Relief  Law)  pursuant  to this
     Agreement or any other Loan Document;

              (iii)  all  expenses  of the Agents as to which one or more of the
     Agents have a right to reimbursement under Section 10.04 of this Agreement;
     and

              (iv)   all  Indemnified  Liabilities and other amounts paid by any
     Indemnitee  as to  which  such  Indemnitee  has the  right  to  payment  or
     reimbursement  under  Section  10.05 of this  Agreement  or under any other
     similar provision of any other Loan Document;

       together in each case with all renewals, modifications, consolidations or
extensions thereof.

       "Operating  Lease" means, as applied to any Person,  a lease (including a
lease  which  may be  terminated  by the  lessee  at any  time) of any  property
(whether  real,  personal  or  mixed) by such  Person  as lessee  which is not a
Capital Lease.

       "Organization Documents" means: (i) with respect to any corporation,  the
certificate or articles of  incorporation  and the bylaws;  (ii) with respect to
any  limited  liability  company,   the  articles  of  formation  and  operating
agreement;  and (iii) with respect to any partnership,  joint venture,  trust or
other  form  of  business  entity,  the  partnership,  joint  venture  or  other
applicable  agreement  of formation  and any  agreement,  instrument,  filing or
notice with respect  thereto  filed in connection  with its  formation  with the
secretary of state or other  department in the state of its  formation,  in each
case as amended from time to time.

       "Other Taxes" has the meaning set forth in Section 3.01(b).


                                      -16-

<PAGE>


       "Participation Interest" means a Credit Extension by a Lender by way of a
purchase of a  participation  interest in Letters of Credit or LC Obligations as
provided in Section  2.06(a) or (d), in  Swingline  Loans as provided in Section
2.01(b)(vi) or in any Loans as provided in Section 2.14.

       "PBGC"  means  the  Pension  Benefit  Guaranty  Corporation   established
pursuant to Subtitle A of Title IV of ERISA or any entity  succeeding  to any or
all of its functions under ERISA.

       "Pension Plan" means an "employee  pension benefit plan" (as such term is
defined in Section  3(2) of ERISA),  other than a  Multiemployer  Plan,  that is
subject to Title IV of ERISA and is sponsored or  maintained  by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate  contributes
or has an obligation to contribute,  in which in the case of a multiple employer
plan (as described in Section  4064(a) of ERISA) has made  contributions  at any
time during the immediately preceding five plan years.

       "Permit"  means  any  license,  permit,  franchise,  right or  privilege,
certificate  of authority or order,  or any waiver of the  foregoing,  issued or
issuable by any Governmental Authority.

       "Permitted Investments" has the meaning set forth in Section 7.03.

       "Permitted Liens" means:

              (i)    Liens   securing   the   payment   of  taxes  and   special
     assessments, either not yet due or the validity of which is being contested
     by the Person being charged in good faith by appropriate  proceedings,  and
     as to which it has set aside on its books  adequate  reserves to the extent
     required by GAAP;

              (ii)   deposits  or  Liens   securing   property   under  workers'
     compensation, unemployment insurance and social security laws, or to secure
     the performance of bids,  tenders,  contracts (other than for the repayment
     of borrowed money) or leases, or to secure statutory  obligations or surety
     or appeal bonds, or to secure indemnity, performance or other similar bonds
     in the ordinary course of business;

              (iii)  Liens imposed by law, such as carriers',  warehousemen's or
     mechanics' liens and liens of landlords or mortgagees of landlords  arising
     by operation of law on property located on leased premises,  incurred by it
     in good faith in the ordinary course of business;

              (iv)   Liens incurred in connection  with the lease or acquisition
     of fixed or capital  assets  limited to the specific  assets  acquired with
     such  lease or  financing  or  Capital  Lease  Obligation  (subject  to the
     acquisition  of such  assets and  incurrence  of such debt being  otherwise
     permitted by the terms of this Agreement);

              (v)    Liens  existing  on the  date  of this  Agreement  securing
     Indebtedness  outstanding  on the  date  of  this  Agreement  in  aggregate
     principal amount not exceeding $27,400,000;

              (vi)   any Lien  existing  on any asset of any  Person at the time
     such  Person  becomes a  Subsidiary  of the  Borrower  and not  created  in
     contemplation of such event;

              (vii)  any Lien on any asset of any  Person  existing  at the time
     such Person is merged or consolidated with or into Borrower or a Subsidiary
     and not created in contemplation of such event;


                                      -17-

<PAGE>


              (viii) any Lien  existing  on any asset  prior to the  acquisition
     thereof by Borrower or a  Subsidiary  and not created in  contemplation  of
     such event;

              (ix)   any Lien arising out of the refinancing, extension, renewal
     or refunding of any  Indebtedness  secured by any Lien  permitted by any of
     the foregoing  clauses (iv), (v), (vi), (vii) or (viii) of this definition;
     provided that such  Indebtedness is not increased and is not secured by any
     additional assets;

              (x)    Liens  incidental  to the  conduct of the  business  of the
     Borrower or its  Subsidiaries or the ownership of their  respective  assets
     which (i) do not secure Indebtedness or Derivative Obligations, (ii) do not
     secure any  obligation,  or  related  series of  obligations,  in an amount
     exceeding  $20,000,000 and (iii) do not in the aggregate materially detract
     from the value of its assets or  materially  impair the use  thereof in the
     operation of the business of the Borrower or its Subsidiaries;

              (xi)   Liens  on cash  and Cash  Equivalents  securing  Derivative
     Obligations; provided that the aggregate amount of Cash Equivalents subject
     to such Liens may at no time exceed $20,000,000;

              (xii)  any  attachment  Lien being  contested in good faith and by
     proceedings  promptly  initiated  and  diligently  conducted,   unless  the
     attachment  giving rise thereto will not, within sixty days after the entry
     thereof,  have  been  discharged  or fully  bonded  or will  not have  been
     discharged within sixty days after the termination of any such bond;

              (xiii) any judgment Lien, unless the judgment it secures will not,
     within  sixty  days  after  the entry  thereof,  have  been  discharged  or
     execution  thereof stayed pending appeal,  or will not have been discharged
     within sixty days after the expiration of any such stay;

              (xiv)  easements,  rights-of-way,  zoning  restrictions  and other
     restrictions,  charges or encumbrances not materially  interfering with the
     ordinary conduct of the business;

              (xv)   any Lien on property of a Subsidiary securing  Indebtedness
     of such Subsidiary owing to Borrower or a Restricted Subsidiary;

              (xvi)  Liens to banks  arising  from the  issuance  of  letters of
     credit issued by such banks ("issuing banks") on the following: (a) any and
     all shipping  documents,  warehouse  receipts,  policies or certificates of
     insurance and other document accompanying or relative to drafts drawn under
     any credit, and any draft drawn thereunder  (whether or not such documents,
     goods or other property be released to or upon the order of the Borrower or
     any  Subsidiary  under a security  agreement or trust or bailee  receipt or
     otherwise),  and the  proceeds  of each and all of the  foregoing;  (b) the
     balance of every deposit account, now or at any time hereafter existing, of
     the Borrower or any Subsidiary with the issuing banks, and any other claims
     of the  Borrower  or any  Subsidiary  against the  issuing  banks;  and all
     property  claims and  demands and all rights and  interests  therein of the
     Borrower or any  Subsidiary  and all  evidences  thereof  and all  proceeds
     thereof  which have been or at any time will be  delivered  to or otherwise
     come into the issuing bank's  possession,  custody or control,  or into the
     possession, custody or control of any bailee for the issuing bank or of any
     of its agents or  correspondents  for the account of the issuing bank,  for
     any  purpose,  whether  or not the  express  purpose  of being  used by the
     issuing bank as collateral security or for the safekeeping or for any other
     or different  purpose,  the issuing bank being deemed to have possession or
     control of all of such property actually in transit to or from or set apart
     for  the  issuing  bank,  any  bailee  for the  issuing  bank or any of its


                                      -18-

<PAGE>


     correspondents  for others acting in its behalf,  it being  understood that
     the receipt at any time by the issuing bank, or any of its bailees,  agents
     or correspondents,  or other security, of whatever nature,  including cash,
     will not be deemed a waiver of any of the  issuing  bank's  rights or power
     hereunder;  (c) all property  shipped under or pursuant to or in connection
     with any credit or drafts drawn  thereunder or in any way related  thereto,
     and all proceeds thereof; (d) all additions to and substitutions for any of
     the property enumerated above in this subsection; and

              (xvii) any Lien on  accounts  of the  Borrower  or any  Subsidiary
     (which  accounts  arise in the ordinary  course of business) in  connection
     with the sale or purported sale of accounts to an  Unrestricted  Subsidiary
     or a  bankruptcy-remote  entity that purchases  receivables in the ordinary
     course of its business.

       "Person"  means  an  individual,   a  corporation,   a  partnership,   an
association,   a  limited  liability  company,  a  trust  or  an  unincorporated
association  or any other  entity or  organization,  including a  government  or
political subdivision or an agency or instrumentality thereof.

       "Prime Rate" means for any day the rate of interest publicly announced by
PNC  Bank,  National   Association  (or  such  other  principal  office  of  the
Administrative Agent as communicated in writing to the Borrower and the Lenders)
from time to time as its Prime Rate for Dollars loaned in the United States.  It
is a rate set by PNC Bank, National Association based upon a variety of factors,
including PNC Bank,  National  Association's  costs and desired return,  general
economic  conditions  and other  factors,  and is used as a reference  point for
pricing some loans,  which may be priced at, above or below such announced rate.
Any change in the interest rate  resulting from a change in the Prime Rate shall
take  effect at the  opening  of  business  on the day  specified  in the public
announcement of such change.

       "Real  Property"  means,  with  respect to any Person,  all of the right,
title and  interest of such Person in and to land,  improvements  and  fixtures,
including leaseholds.

       "Refunded   Swingline   Loan"  has  the  meaning  set  forth  in  Section
2.01(b)(iii).

       "Register" has the meaning set forth in Section 10.06(d).

       "Regulation O, T, U or X" means Regulation O, T, U or X, respectively, of
the Board as amended,  or any successor  regulation,  in each case together with
all interpretations of staff opinions issued in connection therewith.

       "Regulations" has the meaning set forth in Section 3.01(d).

       "Remaining Lender" has the meaning set forth in Section 2.11(d)(i).

       "Replacement Date" has the meaning set forth in Section 2.11(c).

       "Replacement Lender" has the meaning set forth in Section 2.11(c).

       "Reportable  Event" means any of the events set forth in Section  4043(c)
of ERISA, other than events for which the 30-day notice period has been waived.

       "Required   Lenders"  means  Revolving  Lenders  whose  aggregate  Credit
Exposure  (as  hereinafter  defined)  constitutes  more  than 50% of the  Credit
Exposure of all  Revolving  Lenders at such time.  For purposes of the preceding
sentence, the term "Credit Exposure" as applied to each Lender shall mean (i) at
any time prior to the termination of the Commitments,  the Revolving  Commitment
Percentage of such Lender multiplied by the Revolving Committed Amount, and (ii)


                                      -19-

<PAGE>


at any  time  after  the  termination  of the  Commitments,  the  sum of (A) the
principal amount of the outstanding  Revolving Loans of such Lender plus (B) the
principal amount such Lender's Participation Interests in all LC Obligations and
Swingline Loans.  For purposes of the foregoing,  (i) the interest of any Lender
holding a Loan in which any other Lender has a Participation  Interest  pursuant
to Section 10.06(e) shall be calculated net of all such Participation  Interests
of other Lenders and (ii) the  Participation  Interest of any Lender pursuant to
Section  10.06(e) in a Loan held by any other Lender shall be counted as if such
Lender holding a Participation  Interest under Section  10.06(e) held directly a
proportionate part of the related Loan.

       "Responsible Officer" means the chief executive officer, president, chief
financial  officer,  treasurer  or  assistant  treasurer  of the  Borrower.  Any
document  delivered  hereunder  that is signed by a  Responsible  Officer of the
Borrower shall be conclusively presumed to have been authorized by all necessary
corporate,  partnership and/or other action on the part of the Borrower and such
Responsible  Officer shall be  conclusively  presumed to have acted on behalf of
the Borrower.

       "Restricted Payment" means (i) any dividend or other distribution, direct
or indirect,  on account of any class of Equity Interests or Equity  Equivalents
of the  Borrower  or any  Subsidiary,  now or  hereafter  outstanding,  (ii) any
redemption,  retirement,  sinking  fund or similar  payment,  purchase  or other
acquisition for value,  direct or indirect,  of any class of Equity Interests or
Equity  Equivalents  of  the  Borrower  or  any  Subsidiary,  now  or  hereafter
outstanding or (iii) any payment made to retire,  or to obtain the surrender of,
any Equity Interests or Equity Equivalents of or now or hereafter outstanding.

       "Restricted  Subsidiary" means with respect to any Person at any date any
Subsidiary  of such  Person  or other  entity  the  accounts  of which  would be
consolidated with those of such Person in its consolidated  financial statements
if such  statements  were  prepared  as of such date in  accordance  with  GAAP,
excluding,   with  respect  to  the  Borrower  at  any  date,  all  Unrestricted
Subsidiaries designated as such pursuant to Section 7.07.

       "Revolving  Borrowing"  means a Loan  comprised  of  Revolving  Loans and
identified as such in the Revolving Loan Request with respect thereto.

       "Revolving  Commitment" means, with respect to any Lender, the commitment
of such Lender,  in an aggregate  principal amount at any time outstanding of up
to such Lender's  Revolving  Commitment  Percentage  of the Revolving  Committed
Amount, (i) to make Revolving Loans in accordance with the provisions of Section
2.01(a),  (ii)  to  purchase  Participation  Interests  in  Swingline  Loans  in
accordance  with the  provisions  of  Section  2.01(b)  and  (iii)  to  purchase
Participation  Interests in Letters of Credit in accordance  with the provisions
of Section 2.06(d).

       "Revolving  Committed Amount" means $435,000,000 or such lesser amount to
which the Revolving Committed Amount may be adjusted pursuant to Section 2.11.

       "Revolving Commitment  Percentage" means, for each Lender, the percentage
identified as its Revolving  Commitment  Percentage on Schedule 1.01A hereto, as
such  percentage  may be  modified in  connection  with any  assignment  made in
accordance with the provisions of Section 10.06(b).

       "Revolving  Lender" means each Lender identified in the Schedule 1.01A as
having a  Revolving  Commitment  and each  Eligible  Assignee  which  acquires a
Revolving  Commitment or Revolving  Loan pursuant to Section  10.06(b) and their
respective successors.

       "Revolving  Loan"  means a Loan  made by a  Lender  pursuant  to  Section
2.01(a);  provided  that if any such Loan or Loans  (or  portions  thereof)  are
combined or subdivided  pursuant to a Notice of  Extension/Conversion,  the term
"Revolving  Loan" shall refer to the combined  principal  amount  resulting from


                                      -20-

<PAGE>


such  combination or to each of the separate  principal  amounts  resulting from
such subdivision, as the case may be.

       "Revolving Loan Request" has the meaning set forth in Section 2.02(a).

       "Revolving  Note" means a promissory  note,  substantially in the form of
Exhibit  B-1  hereto,  evidencing  the  obligation  of  the  Borrower  to  repay
outstanding   Revolving   Loans,   as  such  Note  may  be  amended,   modified,
supplemented, extended, renewed or replaced from time to time.

       "Revolving  Outstandings"  means at any date  the  aggregate  outstanding
principal  amount of all Revolving  Loans and Swingline Loans plus the aggregate
outstanding amount of all LC Obligations.

       "Sale/Leaseback  Transaction"  means any direct or  indirect  arrangement
with any Person or to which any such Person is a party providing for the leasing
to the Borrower or any of its Subsidiaries of any property, whether owned by the
Borrower or any of its  Subsidiaries  as of the Closing Date or later  acquired,
which has been or is to be sold or  transferred  by the  Borrower  or any of its
Subsidiaries to such Person or to any other Person from whom funds have been, or
are to be, advanced by such Person on the security of such property.

       "S&P" means  Standard & Poor's  Ratings Group, a division of McGraw Hill,
Inc., a New York  corporation,  and its successor or, absent any such successor,
such nationally  recognized  statistical rating organization as the Borrower and
the Administrative Agent may select.

       "Sarbanes-Oxley Act" means the United States Sarbanes-Oxley Act of 2002.

       "Securities  Act" means the Securities  Act of 1933, as amended,  and any
successor statute thereto,  together with the rules and regulations  promulgated
thereunder.

       "SPC" is defined in Section 10.06(h).

       "Standby Letter of Credit" has the meaning set forth in Section 2.06(a).

       "Subsidiary"   means  with   respect  to  any  Person  any   corporation,
partnership,  limited liability company, association or other business entity of
which (i) if a  corporation,  more than 50% of the total  voting  power of stock
entitled  (without  regard to the occurrence of any  contingency) to vote in the
election of  directors,  managers  or  trustees  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, or (ii) if a partnership,
limited  liability  company,   association  or  business  entity  other  than  a
corporation,  more  than  50% of the  partnership  or  other  similar  ownership
interests thereof is at the time owned or controlled, directly or indirectly, by
that Person or one or more Subsidiaries of that Person or a combination thereof.
For purposes  hereof,  a Person or Persons shall be deemed to have more than 50%
ownership interest in a partnership,  limited liability company,  association or
other business entity if such Person or Persons shall be allocated more than 50%
of partnership, association or other business entity gains or losses or shall be
or  control  the  managing  director,  manager  or a  general  partner  of  such
partnership,   association  or  other  business  entity.   Notwithstanding   the
foregoing, any Person that is not included as a "Consolidated  Subsidiary" under
GAAP shall not be a Subsidiary hereunder.

       "Swingline  Commitment"  means the agreement of the  Swingline  Lender to
make Loans pursuant to Section 2.01(b).


                                      -21-

<PAGE>


       "Swingline  Committed Amount" means the lesser of (i) $30,000,000 or (ii)
an amount which, when added to the aggregate principal amount of all other Loans
then  outstanding and Letters of Credit then  outstanding  under this Agreement,
does not exceed $435,000,000.

       "Swingline Lender" means PNC Bank, National Association,  in its capacity
as the Swingline Lender under Section  2.01(b),  and its successor or successors
in such capacity.

       "Swingline  Loan" means a Base Rate Loan made by the Swingline  Lender in
Dollars pursuant to Section 2.01(b), and "Swingline Loans" means any two or more
of such Base Rate Loans.

       "Swingline Loan Request" has the meaning set forth in Section 2.02(b).

       "Swingline  Note" means a promissory  note,  substantially in the form of
Exhibit  B-3  hereto,  evidencing  the  obligation  of  the  Borrower  to  repay
outstanding   Swingline   Loans,   as  such  Note  may  be  amended,   modified,
supplemented, extended, renewed or replaced from time to time.

       "Swingline  Termination Date" means the earlier of (i) September 29, 2010
(or, if such day is not a Business Day, the next preceding Business Day) or such
earlier date upon which the Revolving  Commitments shall have been terminated in
their entirety in accordance  with this Agreement and (ii) the date on which the
Swingline  Commitment  is  terminated  in its  entirety in  accordance  with the
Agreement.

       "Syndication  Agent"  means The Bank of Nova  Scotia,  in its capacity as
syndication  agent for the Lenders hereunder and under the other Loan Documents,
and its successor or successors in such capacity.

       "Synthetic Lease  Obligation"  means the monetary  obligation of a Person
under (i) a so-called  synthetic,  off-balance  sheet or tax retention  lease or
(ii) an agreement  for the use or possession  of property  creating  obligations
that do not appear on the  balance  sheet of such  Person  but  which,  upon the
insolvency  or  bankruptcy  of  such  Person,  would  be  characterized  as  the
indebtedness of such person (without regard to accounting treatment).

       "Taxes" has the meaning set forth in Section 3.01(a).

       "Trade Letter of Credit" has the meaning set forth in Section 2.06(a).

       "Type" has the meaning set forth in Section 1.04.

       "UCP" has the meaning set forth in Section 2.06(m).

       "United States" means the United States of America,  including the states
and the District of Columbia, but excluding its territories and possessions.

       "Unrestricted Subsidiary" means any Subsidiary which would otherwise be a
Consolidated  Subsidiary,  but  which  has been  designated  as an  Unrestricted
Subsidiary by the Borrower pursuant to the provisions of Section 7.07.

       "USA  Patriot  Act"  means  the  Uniting  and  Strengthening  America  by
Providing  Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001,  Public Law 107-56,  as the same has been, or shall hereafter be, renewed,
extended, amended or replaced.


                                      -22-

<PAGE>


       "Worthington's  Ratings"  means the  ratings  from  Moody's  and S&P with
respect to the senior,  unsecured,  long-term indebtedness for borrowed money of
the Borrower that is not guaranteed by any other Person.

       "Wholly-Owned  Subsidiary" means, with respect to any Person at any date,
any  Subsidiary  of such  Person  all of the  shares of  capital  stock or other
ownership  interests of which (except  directors'  qualifying shares) are at the
time directly or indirectly owned by such Person.

       Section  1.02   Computation  of  Time  Periods  and  Other   Definitional
Provisions.  For purposes of computation of periods of time hereunder,  the word
"from" means "from and  including"  and the words "to" and "until" each mean "to
but  excluding".  All  references  to time herein shall be references to Eastern
Standard time or Eastern  Daylight  time,  as the case may be, unless  specified
otherwise.  References  in this  Agreement  to  Articles,  Sections,  Schedules,
Appendices or Exhibits shall be to Articles, Sections, Schedules,  Appendices or
Exhibits of or to this Agreement unless  otherwise  specifically  provided.  The
definitions  in Section 1.01 shall apply equally to both the singular and plural
forms of the terms defined.

       Section 1.03  Accounting  Terms and  Determinations.  Except as otherwise
expressly   provided   herein,   all  accounting  terms  used  herein  shall  be
interpreted,  and all financial  statements and  certificates  and reports as to
financial  matters  required to be delivered to the Lenders  hereunder  shall be
prepared,  in accordance with GAAP applied on a consistent  basis. All financial
statements  delivered  to  the  Lenders  hereunder  shall  be  accompanied  by a
statement  from the  Borrower  that GAAP has not  changed  since the most recent
financial  statements  delivered  by the Borrower to the Lenders or, if GAAP has
changed,  describing  such  changes in detail and  explaining  how such  changes
affect the  financial  statements.  All  calculations  made for the  purposes of
determining  compliance with this Agreement shall (except as otherwise expressly
provided  herein) be made by application  of GAAP applied on a basis  consistent
with the most recent annual or quarterly financial statements delivered pursuant
to Section  6.01 (or,  prior to the delivery of the first  financial  statements
pursuant to Section 6.01,  consistent with the financial statements described in
Section  5.02(a)).  Any change in GAAP that effects the calculation of financial
covenants will result in an adjustment in the affected covenant so that it is no
more or less restrictive than on the Closing Date.

       Section  1.04  Types of  Borrowings.  The term  "Borrowing"  denotes  the
aggregation of Loans of one or more Lenders to be made to the Borrower  pursuant
to Article II on the same date, all of which Loans are of the same Type (subject
to  Article  III)  and,  except in the case of Base  Rate  Loans,  have the same
initial Interest Period. Loans hereunder are distinguished by "Type". The "Type"
of a Loan refers to whether such Loan is a Base Rate Loan or a Eurodollar Loan.

                                   ARTICLE II
                              THE CREDIT FACILITIES

       Section 2.01 Commitments to Lend.

       (a)    Revolving Loans.  Each Revolving Lender severally  agrees,  on the
terms  and  conditions  set forth in this  Agreement,  to the  continuation  and
reallocation  (as the  case  may be) of  Existing  Revolving  Loans  and to make
Revolving Loans to the Borrower pursuant to this subsection 2.01(a) from time to
time  prior to the  Maturity  Date in  amounts  such that the  aggregate  of its
Revolving  Outstandings  shall not exceed  (after giving effect to all Revolving
Loans repaid,  all  reimbursements  of LC  Disbursements  made, and all Refunded
Swingline Loans paid,  concurrently  with the making of any Revolving Loans) its
Revolving Commitment; provided that immediately after giving effect to each such
Revolving Loan, the aggregate of the Revolving Outstandings shall not exceed the
aggregate amount of the Revolving  Commitments.  Each Revolving Borrowing (other


                                      -23-

<PAGE>


than a Borrowing to be used to repay Refunded  Swingline Loans which shall be in
an  aggregate  amount  equal to such  Refunded  Swingline  Loans) shall be in an
aggregate  principal  amount of $5,000,000 or any larger  multiple of $1,000,000
(except that any such  Borrowing  may be in the  aggregate  amount of the unused
Revolving  Commitments)  and shall be made from the  several  Revolving  Lenders
ratably in  proportion to their  respective  Revolving  Commitments.  Within the
foregoing limits, the Borrower may borrow under this subsection 2.01(a),  repay,
or, to the  extent  permitted  by  Section  2.10,  prepay,  Revolving  Loans and
reborrow under this subsection 2.01(a).

       (b)    Swingline Loans.

                (i)    The Swingline Lender  agrees, on the terms and subject to
     the conditions set forth herein, to the continuation of Existing  Swingline
     Loans and to make a portion of the Revolving  Commitments  available to the
     Borrower  from  time to time  prior to the  Swingline  Termination  Date by
     making  Swingline  Loans to the  Borrower  in Dollars  (each  such loan,  a
     "Swingline Loan" and collectively,  the "Swingline  Loans");  provided that
     (i) the aggregate  principal  amount of the Swingline Loans  outstanding at
     any one time shall not exceed the  Swingline  Committed  Amount,  (ii) with
     regard to each Lender  individually (other than the Swingline Lender in its
     capacity  as  such),  the  principal  amount of such  Lender's  outstanding
     Revolving Loans plus its Participation  Interests in outstanding  Swingline
     Loans plus its Participation  Interests in outstanding LC Obligations shall
     not at any time exceed such Lender's Revolving Commitment Percentage of the
     Revolving  Committed  Amount,  (iii) with regard to the  Revolving  Lenders
     collectively,  the aggregate of the Revolving Outstandings shall not exceed
     the Revolving  Committed  Amount,  and (iv) the Swingline  Committed Amount
     shall not exceed the aggregate of the Revolving Commitments then in effect.
     Each of the  parties  hereto  acknowledges  and  agrees  that the  Existing
     Swingline  Loans shall  continue as Swingline  Loans for all purposes under
     this Agreement and the Loan  Documents.  Swingline  Loans may be repaid and
     reborrowed in accordance with the provisions  hereof prior to the Swingline
     Termination Date. Swingline Loans may be made notwithstanding the fact that
     such Swingline  Loans,  when aggregated  with the Swingline  Lender's other
     Revolving Outstandings, exceeds its Revolving Commitment. The proceeds of a
     Swingline  Borrowing  may not be used,  in whole or in part,  to refund any
     prior Swingline Borrowing.

                (ii)   The principal amount of all Swingline  Loans shall be due
     and  payable on the  earliest  of (A) the  maturity  date  agreed to by the
     Swingline  Lender and the  Borrower  with  respect to such  Swingline  Loan
     (which  maturity  date shall not be a date more than 10 Business  Days from
     the date of advance thereof),  (B) the Swingline  Termination Date, (C) the
     occurrence  of a  Bankruptcy  Event with respect to the Borrower or (D) the
     acceleration  of any Loan or the  termination of the Revolving  Commitments
     pursuant to Section 8.02.

                (iii)  With  respect to any  Swingline  Loans that have not been
     voluntarily  prepaid by the Borrower or paid by the Borrower when due under
     clause (ii) above, the Swingline  Lender (by request to the  Administrative
     Agent)  or  Administrative  Agent at any time  may,  and  shall at any time
     Swingline  Loans have been  outstanding  for more than 10 Business Days, on
     one Business  Day's notice,  require each Revolving  Lender,  including the
     Swingline  Lender,  and each such  Lender  hereby  agrees,  subject  to the
     provisions of this Section  2.01(b),  to make a Revolving Loan (which shall
     be  initially  funded  as a Base  Rate  Loan)  in an  amount  equal to such
     Lender's  Revolving  Commitment  Percentage  of the amount of the Swingline
     Loans ("Refunded Swingline Loans") outstanding on the date notice is given.

                (iv)   In the case of Revolving Loans made by Lenders other than
     the Swingline  Lender under clause (iii) above,  each such Revolving Lender
     shall make the amount of its Revolving Loan available to the Administrative


                                      -24-

<PAGE>


     Agent, in Dollars in same day funds, at the Administrative  Agent's Office,
     not later than 1:00 P.M. on the Business Day next  succeeding the date such
     notice is given.  The proceeds of such Revolving Loans shall be immediately
     delivered to the Swingline  Lender (and not to the Borrower) and applied to
     repay the Refunded  Swingline  Loans.  On the day such Revolving  Loans are
     made,  the  Swingline  Lender's  Revolving  Commitment  Percentage  of  the
     Refunded  Swingline Loans shall be deemed to be paid with the proceeds of a
     Revolving  Loan  made by the  Swingline  Lender  and  such  portion  of the
     Swingline  Loans  deemed to be so paid  shall no longer be  outstanding  as
     Swingline  Loans and shall instead be outstanding as Revolving  Loans.  The
     Borrower  authorizes the  Administrative  Agent and the Swingline Lender to
     charge the  Borrower's  account  with the  Administrative  Agent (up to the
     amount  available  in such  account)  in  order to pay  immediately  to the
     Swingline Lender the amount of such Refunded  Swingline Loans to the extent
     amounts received from the Revolving Lenders, including amounts deemed to be
     received from the  Swingline  Lender,  are not  sufficient to repay in full
     such Refunded  Swingline  Loans. If any portion of any such amount paid (or
     deemed to be paid) to the  Swingline  Lender  should be  recovered by or on
     behalf  of any  Borrower  from  the  Swingline  Lender  in  bankruptcy,  by
     assignment  for the  benefit of  creditors  or  otherwise,  the loss of the
     amount so recovered shall be ratably shared among all Revolving  Lenders in
     the manner contemplated by Section 2.14.

                (v)    A  copy  of  each  notice  given by the  Swingline Lender
     pursuant  to this  Section  2.01(b)  shall  be  promptly  delivered  by the
     Swingline  Lender to the  Administrative  Agent and the Borrower.  Upon the
     making of a Revolving Loan by a Revolving  Lender  pursuant to this Section
     2.01(b),  the  amount so funded  shall no longer be owed in  respect of its
     Participation Interest in the related Refunded Swingline Loans.

                (vi)   If as a result of any  Bankruptcy Event, Revolving  Loans
     are not made  pursuant  to this  Section  2.01(b)  sufficient  to repay any
     amounts  owed to the  Swingline  Lender  as a  result  of a  nonpayment  of
     outstanding Swingline Loans, each Revolving Lender agrees to purchase,  and
     shall be deemed to have  purchased,  a  participation  in such  outstanding
     Swingline Loans in an amount equal to its Revolving  Commitment  Percentage
     of the unpaid  amount  together  with accrued  interest  thereon.  Upon one
     Business  Day's notice from the Swingline  Lender,  each  Revolving  Lender
     shall  deliver to the  Swingline  Lender an amount in Dollars  equal to its
     respective Participation Interest in such Swingline Loans in same day funds
     at the office of the Swingline Lender specified on Schedule 10.02. In order
     to evidence such  Participation  Interest each  Revolving  Lender agrees to
     enter into a participation agreement at the request of the Swingline Lender
     in form and substance reasonably  satisfactory to all parties. In the event
     any Revolving  Lender fails to make  available to the Swingline  Lender the
     amount of such  Revolving  Lender's  Participation  Interest as provided in
     this Section 2.01(b)(vi), the Swingline Lender shall be entitled to recover
     such amount on demand from such Revolving  Lender together with interest at
     the  customary  rate set by the Swingline  Lender for  correction of errors
     among banks in New York City for one  Business  Day and  thereafter  at the
     Base Rate plus the then Applicable Margin for Base Rate Loans.

                (vii) Each Revolving Lender's obligation to make Revolving Loans
     pursuant to clause (iv) above and to purchase  Participation  Interests  in
     outstanding Swingline Loans pursuant to clause (vi) above shall be absolute
     and unconditional and shall not be affected by any circumstance,  including
     (without limitation) (i) any set-off, counterclaim,  recoupment, defense or
     other  right  which  such  Revolving  Lender or any other  Person  may have
     against  the  Swingline  Lender or the  Borrower,  (ii) the  occurrence  or
     continuance  of a Default  or an Event of  Default  or the  termination  or
     reduction  in the  amount  of the  Revolving  Commitments  after  any  such
     Swingline  Loans  were  made,  (iii) any  adverse  change in the  condition


                                      -25-

<PAGE>


     (financial  or  otherwise)  of the Borrower or any other  Person,  (iv) any
     breach of this  Agreement or any other Loan Document by the Borrower or any
     other  Lender,  (v) whether any  condition  specified in Article IV is then
     satisfied or (vi) any other  circumstance,  happening or event  whatsoever,
     whether or not similar to any of the  forgoing;  provided that no Revolving
     Lender  shall  be  obligated   following  the  occurrence  and  during  the
     continuance  of any  Default or Event of Default to make any payment to the
     Swingline Lender under this subsection (b) with respect to a Swingline Loan
     made by the Swingline  Lender at a time when it had actual knowledge that a
     Default or Event of Default had occurred and was continuing. If such Lender
     does not pay such  amount  forthwith  upon the  Swingline  Lender's  demand
     therefor,  and until such time as such Lender makes the  required  payment,
     the  Swingline  Lender  shall be deemed  to  continue  to have  outstanding
     Swingline Loans in the amount of such unpaid Participation Interest for all
     purposes of the Loan Documents  other than those  provisions  requiring the
     other Lenders to purchase a  participation  therein.  Further,  such Lender
     shall be deemed to have assigned any and all payments made of principal and
     interest on its Loans,  and any other  amounts due to it  hereunder  to the
     Swingline Lender to fund Swingline Loans in the amount of the Participation
     Interest in Swingline Loans that such Lender failed to purchase pursuant to
     this Section 2.01(b)(vii) until such amount has been purchased (as a result
     of such assignment or otherwise).

       Section 2.02 Notice of Loan.

       (a)    Revolving Loans. The Borrower shall give the Administrative  Agent
notice of each Revolving Loan substantially in the form of Exhibit A-1 hereto (a
"Revolving  Loan  Request")  not later than  11:00 A.M.  on (i) the date of each
Borrowing  of Base Rate  Loans  and (ii) the  third  Business  Day  before  each
Borrowing of Eurodollar  Loans.  Each such notice shall be irrevocable and shall
specify:

                     (A)    the  date  of  such  Borrowing,  which  shall  be  a
       Business Day;

                     (B)    the aggregate amount of such Borrowing;

                     (C)    whether the Loans  comprising  such Borrowing are to
       bear interest initially at the Base Rate or the Eurodollar Rate; and

                     (D)    in the case of a Borrowing of Eurodollar  Loans, the
       duration of the initial Interest Period  applicable  thereto,  subject to
       the  provisions  of the  definition  of  Interest  Period  and to Section
       2.07(a).

       (b)    Swingline Borrowings.  The Borrower shall request a Swingline Loan
by  written  notice  (or  telephone   notice  promptly   confirmed  in  writing)
substantially  in the form of Exhibit A-2 hereto (a "Swingline Loan Request") to
the Swingline  Lender and the  Administrative  Agent not later than 2:00 P.M. on
the  Business Day of the  requested  Swingline  Loan.  Each such notice shall be
irrevocable  and shall specify (i) that a Swingline Loan is requested,  (ii) the
date of the requested  Swingline  Loan (which shall be a Business Day) and (iii)
the principal amount of the Swingline Loan requested.  Each Swingline Loan shall
be made in  Dollars as a Base Rate Loan and,  subject  to  Section  2.01(b)(ii),
shall  have such  maturity  date as agreed to by the  Swingline  Lender  and the
Borrower upon receipt by the Swingline Lender of the Swingline Loan Request from
the Borrower.

       Section 2.03 [Intentionally Omitted].


                                      -26-

<PAGE>


       Section 2.04 Notice to Lenders; Funding of Loans.

       (a)    Notice to Lenders.  Upon receipt of a Revolving Loan Request,  the
Administrative  Agent shall promptly notify each Lender of such Lender's ratable
share (if any) of the Borrowing  referred to therein,  and such  Revolving  Loan
Request shall not thereafter be revocable by the Borrower.

       (b)    Funding of Loans.

                (i)    On the date of each  Borrowing, each Lender participating
     therein  shall make  available  its share of such  Borrowing not later than
     2:00  P.M.,  in  Federal  or  other  funds  immediately  available,  to the
     Administrative  Agent at the  Administrative  Agent's  Office.  Unless  the
     Administrative  Agent determines that any applicable condition specified in
     Article IV has not been satisfied,  the Administrative  Agent will make the
     funds so  received  from  the  Lenders  available  to the  Borrower  in the
     Borrower's  account  established  at  the  Administrative  Agent's  Office;
     provided  that if on the date of any Revolving  Loan there are  outstanding
     Swingline  Loans or LC  Disbursements,  then the funds so received shall be
     applied,  first, to the payment of such LC  Disbursements,  second,  to the
     repayment of such  Swingline  Loans and third,  to the Borrower as provided
     above.

                (ii)   Not  later than 3:00  P.M.  on the date of each Swingline
     Borrowing,  the Swingline  Lender shall,  unless the  Administrative  Agent
     shall have  notified the  Swingline  Lender that any  applicable  condition
     specified in Article IV has not been  satisfied,  make available the amount
     of such  Swingline  Borrowing,  in Federal or other  immediately  available
     funds,  to  the  Borrower  in the  Borrower's  account  established  at the
     Swingline Lender's address referred to in Schedule 10.02.

       (c)    Funding by the Administrative Agent in Anticipation of Amounts Due
from the Lenders.  Unless the  Administrative  Agent shall have received  notice
from a Lender prior to the date of any  Borrowing  (except in the case of a Base
Rate  Borrowing,  in which case prior to the time of such  Borrowing)  that such
Lender will not make available to the  Administrative  Agent such Lender's share
of such Borrowing, the Administrative Agent may assume that such Lender has made
such share available to the  Administrative  Agent on the date of such Borrowing
in accordance with Section 2.04(b) above, and the  Administrative  Agent may, in
reliance  upon such  assumption,  make  available to the Borrower on such date a
corresponding  amount.  If and to the extent that such Lender  shall not have so
made such share  available  to the  Administrative  Agent,  such  Lender and the
Borrower  severally  agree to repay to the  Administrative  Agent  forthwith  on
demand such  corresponding  amount,  together with interest thereon for each day
from the date such amount is made  available to the Borrower until the date such
amount is repaid to the  Administrative  Agent at (i) a rate per annum  equal to
the higher of the Federal  Funds Open Rate (if such  Borrowing is in Dollars) or
the rate then  applicable to such Loan in  accordance  with Section 2.07, in the
case of the  Borrower,  and (ii) the  Federal  Funds  Rate,  in the case of such
Lender.   If  such  Lender  shall  repay  to  the   Administrative   Agent  such
corresponding  amount, such amount so repaid shall constitute such Lender's Loan
included in such Borrowing for purposes of this Agreement.

       (d)    Obligations of Lenders Several.  The failure of any Lender to make
a Loan  required to be made by it as part of any Borrowing  hereunder  shall not
relieve any other Lender of its obligation,  if any,  hereunder to make any Loan
on the  date of such  Borrowing,  but no  Lender  shall be  responsible  for the
failure of any other  Lender to make the Loan to be made by such other Lender on
such date of Borrowing.


                                      -27-

<PAGE>


       (e)    Failed Loans. If any Lender shall fail to make any Loan (a "Failed
Loan")  which  such  Lender  is  otherwise  obligated  hereunder  to make to the
Borrower on the date of Borrowing thereof,  and the  Administrative  Agent shall
not have  received  notice from the  Borrower or such Lender that any  condition
precedent to the making of the Failed Loan has not been satisfied,  then,  until
such  Lender  shall  have made or be deemed to have made  (pursuant  to the last
sentence of this subsection  (e)) the Failed Loan in full or the  Administrative
Agent  shall have  received  notice  from the  Borrower  or such Lender that any
condition  precedent  to the making of the Failed Loan was not  satisfied at the
time the Failed Loan was to have been made,  whenever the  Administrative  Agent
shall  receive any amount from the Borrower for the account of such Lender,  (i)
the amount so received (up to the amount of such Failed Loan) will, upon receipt
by the  Administrative  Agent,  be deemed  to have  been  paid to the  Lender in
satisfaction  of the obligation for which paid,  without actual  disbursement of
such amount to the Lender,  (ii) the Lender will be deemed to have made the same
amount available to the  Administrative  Agent for disbursement as a Loan to the
Borrower  (up to the amount of such  Failed  Loan) and (iii) the  Administrative
Agent will  disburse  such  amount (up to the amount of the Failed  Loan) to the
Borrower  or, if the  Administrative  Agent  has  previously  made  such  amount
available  to the Borrower on behalf of such Lender  pursuant to the  provisions
hereof,  reimburse  itself (up to the amount of the amount made available to the
Borrower);  provided that the  Administrative  Agent shall have no obligation to
disburse  any such  amount  to the  Borrower  or  otherwise  apply it or deem it
applied as provided herein unless the Administrative Agent shall have determined
in its sole discretion that to so disburse such amount will not violate any law,
rule, regulation or requirement applicable to the Administrative Agent. Upon any
such  disbursement by the  Administrative  Agent, such Lender shall be deemed to
have  made a Base Rate  Loan to the  Borrower  in  satisfaction,  to the  extent
thereof, of such Lender's obligation to make the Failed Loan.

       Section 2.05 Evidence of Loans.

       (a)    Lender Accounts. Each Lender shall maintain in accordance with its
usual practice an account or accounts  evidencing the  indebtedness  owed by the
Borrower to such Lender  resulting  from each Loan made by such Lender from time
to time,  including  the amounts of principal  and interest  payable and paid to
such Lender from time to time under this Agreement.

       (b)    Administrative  Agent  Records.  The  Administrative  Agent  shall
maintain  accounts  in which it will  record  (i) the  amount  of each Loan made
hereunder,  the  Type  of  each  Loan  made  and the  Interest  Period,  if any,
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable  from the  Borrower to each  Lender  hereunder  and
(iii) the amount of any sum  received by the Agent  hereunder  from the Borrower
and each Lender's share thereof.

       (c)    Evidence of Debt.  The  entries  made in the  accounts  maintained
pursuant to  subsections  (a) and (b) of this  Section 2.05 shall be prima facie
evidence of the  existence  and  amounts of the  obligations  therein  recorded;
provided that the failure of any Lender or the Administrative  Agent to maintain
such  accounts  or  any  error  therein  shall  not  in any  manner  affect  the
obligations of the Borrower to repay the Loans in accordance with their terms.

       (d)    Notes.  Notwithstanding any other provision of this Agreement,  if
any Lender  shall  request  and  receive a Note or Notes as  provided in Section
10.06 or otherwise,  then the Revolving  Loans of such Lender shall be evidenced
by a Revolving  Note or Notes,  substantially  in the form of Exhibit  B-1,  and
payable to the order of such  Lender for the account of its  Applicable  Lending
Office in an  amount  equal to the  aggregate  unpaid  principal  amount of such
Lender's  Revolving Loans. If requested by the Swingline  Lender,  the Swingline
Loans shall be evidenced by a single  Swingline Note,  substantially in the form
of Exhibit  B-2, and payable to the order of the  Swingline  Lender in an amount
equal to the aggregate unpaid principal amount of the Swingline Loans.


                                      -28-

<PAGE>


       (e)    Notes for Loans of Different Types.  Each Lender may, by notice to
the  Borrower  and  the  Administrative  Agent,  request  that  its  Loans  of a
particular  Type be  evidenced  by  separate  Notes  in an  amount  equal to the
aggregate  unpaid  principal  amount of such  Loans.  Each such Note shall be in
substantially  the form of Exhibit B-1 hereto with appropriate  modifications to
reflect the fact that it evidences solely Loans of the relevant Type.

       (f)    Note  Endorsements.  Each  Lender  having one or more Notes  shall
record the date, amount, Type of each Loan made by it and the date and amount of
each payment of principal made by the Borrower with respect thereto, and may, if
such Lender so elects in  connection  with any  transfer or  enforcement  of any
Note,  endorse on the reverse side or on the  schedule,  if any,  forming a part
thereof appropriate notations to evidence the foregoing information with respect
to each  outstanding  Loan evidenced  thereby;  provided that the failure of any
Lender  to make any  such  recordation  or  endorsement  shall  not  affect  the
obligations  of the Borrower  hereunder  or under any such Note.  Each Lender is
hereby  irrevocably  authorized  by the Borrower so to endorse each of its Notes
and to attach to and make a part of each of its Notes a continuation of any such
schedule as and when required.

       Section 2.06 Letters of Credit.

       (a)    Letters of Credit.  Each Issuing Lender  agrees,  on the terms and
conditions set forth in this Agreement,  to issue Letters of Credit from time to
time before the  Maturity  Date for the account,  and upon the  request,  of the
Borrower  and in support of (i) trade  obligations  of the  Borrower  and/or its
Subsidiaries,  which shall be payable at sight  (each such  letter of credit,  a
"Trade Letter of Credit" and,  collectively,  the "Trade Letters of Credit") and
(ii) such other  obligations  of the Borrower that are acceptable to the Lenders
(each such letter of credit, a "Standby Letter of Credit" and, collectively, the
"Standby  Letters of Credit");  provided that  immediately  after each Letter of
Credit is  issued,  (i) the  aggregate  amount of the LC  Obligations  shall not
exceed  $50,000,000  (the "LC  Committed  Amount"),  (ii) the  aggregate  of the
Revolving  Outstandings  shall not exceed the aggregate  amount of the Revolving
Commitments  and (iii) with respect to each  individual  Revolving  Lender,  the
aggregate outstanding principal amount of the Revolving Lender's Revolving Loans
plus its  Participation  Interest in outstanding LC Obligations  plus its (other
than the Swingline Lender's in its capacity as such) Participation  Interests in
outstanding  Swingline Loans shall not exceed such Revolving  Lender's Revolving
Commitment Percentage of the Revolving Committed Amount.

       (b)    Method of Issuance of Letters of Credit;  Amendment  of Letters of
Credit.  The Borrower  shall give the  applicable  Issuing Lender notice (with a
copy to the  Administrative  Agent)  substantially  in the form of  Exhibit  A-3
hereto and, to the extent required by the Issuing Lender,  the Issuing  Lender's
then  current  application  for a letter of credit  (collectively,  a "Letter of
Credit  Request") of the  requested  issuance or amendment of a Letter of Credit
prior to 1:00 P.M. one Business Day before the proposed  date of the issuance or
amendment  of Trade  Letters of Credit  (which  shall be a Business  Day) and at
least three  Business  Days before the proposed date of issuance or extension of
Standby  Letters  of Credit  (which  shall be a Business  Day) (or such  shorter
period as may be  agreed  by the  applicable  Issuing  Lender in any  particular
instance).  In the case of a  request  for an  initial  issuance  of a Letter of
Credit,  such  Letter  of  Credit  Request  shall  specify  in form  and  detail
satisfactory  to the  Issuing  Lender:  (A) the  proposed  issuance  date of the
requested  Letter of Credit  (which  shall be a  Business  Day);  (B) the amount
thereof;  (C)  the  expiry  date  thereof;  (D)  the  name  and  address  of the


                                      -29-

<PAGE>


beneficiary  thereof;  (E) the documents to be presented by such  beneficiary in
case of any  drawing  thereunder;  (F) the full  text of any  certificate  to be
presented by such  beneficiary in case of any drawing  thereunder;  and (G) such
other matters as the Issuing Lender may require. In the case of a request for an
amendment of any  outstanding  Letter of Credit,  such Letter of Credit  Request
shall specify in form and detail  satisfactory  to the Issuing  Lender:  (A) the
Letter of Credit to be  amended;  (B) the  proposed  date of  amendment  thereof
(which shall be a Business Day); (C) the nature of the proposed  amendment;  and
(D) such other  matters as the Issuing  Lender may  require.  The  extension  or
renewal of any Letter of Credit shall be deemed to be an issuance of such Letter
of Credit.  No Letter of Credit shall have a term of more than one year or shall
have a term extending or be extendible  beyond the fifth Business Day before the
Maturity Date.

       Promptly  after  receipt of any  Letter of Credit  Request,  the  Issuing
Lender will confirm with the  Administrative  Agent (by telephone or in writing)
that the  Administrative  Agent  has  received  a copy of such  Letter of Credit
Request  from the  Borrower  and, if not,  the Issuing  Lender will  provide the
Administrative Agent with a copy thereof.  Upon receipt by the Issuing Lender of
confirmation  from the  Administrative  Agent  that the  requested  issuance  or
amendment is permitted in accordance with the terms hereof, then, subject to the
terms and conditions  thereof,  the Issuing Lender shall, on the requested date,
issue a Letter of Credit  for the  account  of the  Borrower  or enter  into the
applicable  amendment,  as the case may be, in each case in accordance  with the
Issuing Lender's usual and customary business practices.

       Promptly after its delivery of any Letter of Credit or any amendment to a
Letter of Credit to an advising bank with respect  thereto or to the beneficiary
thereof,  the  Issuing  Lender  will  also  deliver  to  the  Borrower  and  the
Administrative  Agent a true and  complete  copy of such  Letter  of  Credit  or
amendment.

       (c)    Conditions  to Issuance of Letters of Credit.  The  issuance by an
Issuing  Lender of each Letter of Credit  shall,  in addition to the  conditions
precedent set forth in Section 4.02, be subject to the conditions precedent that
(i) such Letter of Credit  shall be  satisfactory  in form and  substance to the
applicable  Issuing Lender,  (ii) the Borrower shall have executed and delivered
such other  instruments and agreements  relating to such Letter of Credit as the
Issuing Lender shall have reasonably  requested,  (iii) the Issuing Lender shall
have  confirmed with the  Administrative  Agent on the date of (and after giving
effect to) such  issuance that (A) the  aggregate  amount of all LC  Obligations
will  not  exceed  the LC  Committed  Amount  and  (B) the  aggregate  Revolving
Outstandings  will not exceed the aggregate amount of the Revolving  Commitments
and (iv) the Issuing  Lender shall not have been notified by the  Administrative
Agent that any condition specified in Section 4.02(b) or (c) is not satisfied on
the date  such  Letter  of Credit  is to be  issued.  Notwithstanding  any other
provision of this Section 2.06, no Issuing  Lender shall be under any obligation
to issue any  Letter of Credit  if:  (i) any  order,  judgment  or decree of any
Governmental  Authority  shall by its terms  purport to enjoin or  restrain  the
Issuing  Lender from issuing such Letter of Credit,  or any  requirement  of Law
applicable  to such Issuing  Lender or any request or directive  (whether or not
having a force of Law) from any Governmental  Authority with  jurisdiction  over
such Issuing Lender shall prohibit,  or request that such Issuing Lender refrain
from,  the  issuance of letters of credit  generally or such Letter of Credit in
particular or shall impose upon such Issuing  Lender with respect to such Letter
of Credit  any  restriction,  reserve  or  capital  requirement  (for which such
Issuing  Lender is not  otherwise  compensated  hereunder)  not in effect on the
Closing Date, or shall impose upon such Issuing  Lender any  unreimbursed  loss,
cost or expense  which was not  applicable  on the  Closing  Date and which such
Issuing  Lender in good faith deems material to it; or (ii) the issuance of such
Letter of Credit shall violate any applicable  general  policies of such Issuing
Lender.

       (d)    Purchase  and Sale of Letter of  Credit  Participations.  Upon the
issuance by an Issuing  Lender of a Letter of Credit,  such Issuing Lender shall
be deemed,  without  further  action by any party  hereto,  to have sold to each
Revolving  Lender,  and each Revolving  Lender shall be deemed,  without further
action by any party hereto, to have purchased from such Issuing Lender,  without
recourse or  warranty,  an  undivided  participation  interest in such Letter of
Credit and the related LC Obligations in the proportion its Revolving Commitment
Percentage  bears to the Revolving  Committed  Amount (although any fronting fee
payable under Section 2.12 shall be payable directly to the Administrative Agent
for the account of the applicable  Issuing  Lender,  and the Lenders (other than
such  Issuing  Lender)  shall have no right to receive  any  portion of any such
fronting fee) and any security therefor or guaranty pertaining thereto. Upon any


                                      -30-

<PAGE>


change in the Revolving Commitments pursuant to Section 10.06, there shall be an
automatic  adjustment to the Participation  Interests in all outstanding Letters
of Credit and all LC Obligations to reflect the adjusted  Revolving  Commitments
of the  assigning  and  assignee  Lenders  or of all  Lenders  having  Revolving
Commitments, as the case may be.

       (e)    Drawings   under   Letters  of  Credit.   Upon  receipt  from  the
beneficiary of any Letter of Credit of any notice of a drawing under such Letter
of Credit,  the applicable Issuing Lender shall determine in accordance with the
terms of such Letter of Credit  whether such drawing  should be honored.  If the
Issuing Lender  determines that any such drawing shall be honored,  such Issuing
Lender shall make available to such  beneficiary in accordance with the terms of
such Letter of Credit the amount of the drawing  and shall  notify the  Borrower
and the  Administrative  Agent as to the  amount  to be paid as a result of such
drawing and the payment date.

       (f)    Duties of  Issuing  Lenders to  Revolving  Lenders;  Reliance.  In
determining  whether  to pay under any Letter of Credit,  the  relevant  Issuing
Lender  shall  not  have  any  obligation  relative  to  the  Revolving  Lenders
participating in such Letter of Credit or the related LC Obligations  other than
to determine that any document or documents  required to be delivered under such
Letter of Credit have been delivered and that they substantially comply on their
face with the requirements of such Letter of Credit. Any action taken or omitted
to be taken by an  Issuing  Lender  under or in  connection  with any  Letter of
Credit shall not create for the Issuing Lender any resulting  liability if taken
or  omitted in the  absence of gross  negligence  or  willful  misconduct.  Each
Issuing Lender shall be entitled (but not obligated) to rely, and shall be fully
protected  in relying,  on the  representation  and warranty by the Borrower set
forth in the last sentence of Section 4.02 to establish  whether the  conditions
specified in subsections  (b) and (c) of Section 4.02 are met in connection with
any issuance or extension  of a Letter of Credit.  Each Issuing  Lender shall be
entitled  to rely,  and shall be fully  protected  in  relying,  upon advice and
statements of legal counsel,  independent accountants and other experts selected
by  such  Issuing  Lender  and  upon  any  Letter  of  Credit,  draft,  writing,
resolution,   notice,  consent,   certificate,   affidavit,  letter,  cablegram,
telegram,  telecopier,  telex or  teletype  message,  statement,  order or other
document believed by it in good faith to be genuine and correct and to have been
signed,  sent or made by the proper Person or Persons,  and may accept documents
that  appear on their face to be in order,  without  responsibility  for further
investigation,  regardless of any notice or information  to the contrary  unless
the  beneficiary  and the Borrower  shall have notified such Issuing Lender that
such  documents  do not comply  with the terms and  conditions  of the Letter of
Credit.  Each Issuing  Lender  shall be fully  justified in refusing to take any
action  requested  of it under  this  Section  2.06 in  respect of any Letter of
Credit  unless it shall first have received  such advice or  concurrence  of the
Required  Revolving Lenders as it reasonably deems appropriate or it shall first
be indemnified to its reasonable  satisfaction by the Revolving  Lenders against
any and all  liability  and  expense  which may be  incurred  by it by reason of
taking or  continuing  to take,  or omitting  or  continuing  to omit,  any such
action.  Notwithstanding  any other provision of this Section 2.06, each Issuing
Lender shall in all cases be fully  protected in acting,  or in refraining  from
acting, under this Section 2.06 in respect of any Letter of Credit in accordance
with a request of the  Required  Revolving  Lenders,  and such  request  and any
action  taken or  failure  to act  pursuant  hereto  shall be  binding  upon all
Revolving  Lenders and all future  holders of  participations  in such Letter of
Credit.

       (g)    Reimbursement  Obligations.  The Borrower shall be irrevocably and

unconditionally  obligated  forthwith to reimburse  each Issuing  Lender for any
amounts paid by such Issuing Lender in accordance with Sections  2.06(e) and (f)
of this Agreement upon any drawing under any Letter of Credit, together with any
and all  reasonable  charges and  expenses  which the Issuing  Lender may pay or
incur  relative  to such  drawing and  interest on the amount  drawn at the rate
applicable to Revolving Base Rate Loans for each day from and including the date
such amount is drawn to but excluding the date such reimbursement payment is due
and  payable.  Such  reimbursement  payment  shall be due and  payable (i) at or
before 1:00 P.M. on the date the Issuing  Lender  notifies  the Borrower of such


                                      -31-

<PAGE>


drawing, if such notice is given at or before 10:00 A.M. on such date or (ii) at
or before 10:00 A.M. on the next succeeding Business Day if such notice is given
after 10:00 A.M. on the  immediately  preceding  Business Day;  provided that no
payment  otherwise  required by this  sentence to be made by the  Borrower at or
before 1:00 P.M. on any day shall be overdue  hereunder if arrangements for such
payment satisfactory to the Issuing Lender, in its reasonable discretion,  shall
have  been made by the  Borrower  at or  before  1:00 P.M.  on such day and such
payment is actually  made at or before 3:00 P.M. on such day. In  addition,  the
Borrower agrees to pay to the Issuing Lender interest, payable on demand, on any
and all  amounts not paid by the  Borrower to the Issuing  Lender when due under
this  subsection  (g), for each day from and including the date when such amount
becomes  due to but  excluding  the date such  amount  is paid in full,  whether
before or after  judgment,  at a rate per annum  equal to the sum of 2% plus the
rate  applicable  to  Revolving  Base Rate  Loans for such day.  Subject  to the
satisfaction of all applicable  conditions set forth in Article IV, the Borrower
may,  at  its  option,   utilize  the  Swingline  Commitment  or  the  Revolving
Commitments,  or make other arrangements for payment satisfactory to the Issuing
Lender,  for the  reimbursement  of all LC  Disbursements  as  required  by this
subsection (g). Each  reimbursement  payment to be made by the Borrower pursuant
to this  subsection  (g) shall be made to the Issuing Lender in Federal or other
funds immediately available to it at its address referred to Schedule 10.02.

       (h)    Obligations of Revolving  Lenders to Reimburse  Issuing Lender for
Unpaid LC  Disbursements.  If the Borrower shall not have  reimbursed an Issuing
Lender in full for any LC Disbursement as required pursuant to subsection (g) of
this Section 2.06, the Issuing Lender shall promptly  notify the  Administrative
Agent, and the Administrative  Agent shall promptly notify each Revolving Lender
(other than the relevant  Issuing  Lender) of (x) the date of drawing  under the
related Letter of Credit, (y) the amount of the unreimbursed LC Disbursement and
(z) such Revolving Lender's pro-rata share of the LC Disbursement). Upon receipt
of notice from the  Administrative  Agent pursuant to this  subsection (h), each
such   Revolving   Lender  shall  promptly  and   unconditionally   pay  to  the
Administrative  Agent,  for the account of such Issuing  Lender,  such Revolving
Lender's  pro-rata  share of the  amount  of each LC  Disbursement  which is the
subject of such notice  (determined by the  proportion its Revolving  Commitment
Percentage  bears to the  aggregate  Revolving  Committed  Amount) in Dollars in
Federal or other immediately  available funds; provided that no Revolving Lender
shall be obligated to pay to the Administrative Agent its pro-rata share of such
unreimbursed amount for any wrongful payment made by the relevant Issuing Lender
under a Letter of Credit as a result of acts or omissions  constituting  willful
misconduct  or gross  negligence by such Issuing  Lender.  Such payment from the
Revolving  Lender  shall  be due (i) at or  before  1:00  P.M.  on the  date the
Administrative  Agent so notifies a Revolving Lender, if such notice is given at
or before  10:00 A.M.  on such date or (ii) at or before  10:00 A.M. on the next
succeeding Business Day, together with interest on such amount for each day from
and  including the date of such drawing to but excluding the day such payment is
due from such  Revolving  Lender at the  Federal  Funds Rate for such day (which
funds the  Administrative  Agent shall promptly remit to the applicable  Issuing
Lender).  The  failure  of  any  Revolving  Lender  to  make  available  to  the
Administrative  Agent for the account of an Issuing Lender its pro-rata share of
any unreimbursed LC Disbursement shall not relieve any other Revolving Lender of
its obligation  hereunder to make available to the Administrative  Agent for the
account of such Issuing  Lender its pro-rata share of any payment made under any
Letter of Credit on the date required,  as specified  above,  but no such Lender
shall be  responsible  for the failure of any other Lender to make  available to
the  Administrative  Agent for the  account  of the  Issuing  Lender  such other
Lender's pro-rata share of any such payment. Upon payment in full of all amounts
payable by a Lender under this  subsection  (h), such Lender shall be subrogated
to the rights of the Issuing  Lender  against the Borrower to the extent of such
Lender's pro-rata share of the related LC Obligation so paid (including interest
accrued thereon). If any Revolving Lender fails to pay any amount required to be
paid by it pursuant to this  subsection (h) on the date on which such payment is
due, interest shall accrue on such Lender's obligation to make such payment, for
each day from and  including  the date such payment  became due to but excluding
the date such Lender makes such payment,  whether before or after judgment, at a
rate per annum  equal to (i) for each day from the date such  payment  is due to


                                      -32-

<PAGE>


the third succeeding  Business Day,  inclusive,  the Federal Funds Rate for such
day as  determined  by the  relevant  Issuing  Lender  and  (ii)  for  each  day
thereafter,  the sum of 2% plus the rate  applicable to its Revolving  Base Rate
Loans for such day.  Any  payment  made by any  Lender  after  3:00 P.M.  on any
Business Day shall be deemed for purposes of the preceding sentence to have been
made on the next succeeding Business Day.

       (i)    Funds  Received  from the Borrower in Respect of Drawn  Letters of
Credit.  Whenever an Issuing Lender receives a payment of an LC Obligation as to
which the  Administrative  Agent has  received  for the account of such  Issuing
Lender any payments  from the Lenders  pursuant to  subsection  (h) above,  such
Issuing Lender shall pay the amount of such payment to the Administrative Agent,
and the  Administrative  Agent shall  promptly pay to each Lender which has paid
its pro-rata share thereof, in Dollars in Federal or other immediately available
funds, an amount equal to such Lender's  pro-rata share of the principal  amount
thereof and interest  thereon for each day after relevant date of payment at the
Federal Funds Rate.

       (j)    Obligations  in Respect of  Letters of Credit  Unconditional.  The
obligations  of the  Borrower  under  Section  2.06(g)  above shall be absolute,
unconditional  and  irrevocable,  and shall be performed  strictly in accordance
with the terms of this Agreement, under all circumstances whatsoever, including,
without limitation, the following circumstances:

              (i)    any lack of validity or enforceability of this Agreement or
     any Letter of Credit or any document related hereto or thereto;

              (ii)   any amendment or waiver of or any consent to departure from
     all or any of the  provisions of this  Agreement or any Letter of Credit or
     any document related hereto or thereto;

              (iii)  the use  which may be made of the  Letter of Credit  by, or
     any acts or omission of, a beneficiary of a Letter of Credit (or any Person
     for whom the beneficiary may be acting);

              (iv)   the  existence  of any  claim,  set-off,  defense  or other
     rights that the Borrower may have at any time  against a  beneficiary  of a
     Letter of Credit (or any Person for whom the  beneficiary  may be  acting),
     any Issuing  Lender or any other Person,  whether in  connection  with this
     Agreement or any Letter of Credit or any document related hereto or thereto
     or any unrelated transaction;

              (v)    any  statement  or any  other  document  presented  under a
     Letter of Credit proving to be forged, fraudulent or invalid in any respect
     or any  statement  therein  being  untrue  or  inaccurate  in  any  respect
     whatsoever;  provided that the relevant Issuing Lender's determination that
     documents  presented  under  such  Letter of Credit  comply  with the terms
     thereof shall not have constituted  gross negligence or willful  misconduct
     of such Issuing Lender;

              (vi)   payment under a Letter of Credit against presentation to an
     Issuing  Lender of a draft or  certificate  that does not  comply  with the
     terms of such Letter of Credit; provided that the relevant Issuing Lender's
     determination  that documents  presented under such Letter of Credit comply
     with the terms  thereof  shall not have  constituted  gross  negligence  or
     willful misconduct of such Issuing Lender; or


                                      -33-

<PAGE>


              (vii)  any  other act or  omission  to act or delay of any kind by
                     any Issuing  Lender or any other  Person or any other event
                     or  circumstance   whatsoever  that  might,   but  for  the
                     provisions of this subsection (vii),  constitute a legal or
                     equitable   discharge   of   the   Borrower's   obligations
                     hereunder.

       (k)    Designation of  Subsidiaries as Account  Parties.  Notwithstanding
anything to the contrary set forth in this Agreement,  a Letter of Credit issued
hereunder  may contain a  statement  to the effect that such Letter of Credit is
issued  for  the  account  of  a  Subsidiary  of  the  Borrower;  provided  that
notwithstanding  such statement,  the Borrower shall be the actual account party
for all purposes of this  Agreement for such Letter of Credit and such statement
shall not affect the Borrower's reimbursement obligations hereunder with respect
to such Letter of Credit.

       (l)    Modification  and  Extension.  The  issuance  of  any  supplement,
modification,  amendment,  renewal, or extensions to any Letter of Credit shall,
for purposes  hereof,  be treated in all respects the same as a Credit Extension
hereunder.

       (m)    International  Standby  Practices;  Uniform Customs and Practices.
Unless otherwise  expressly agreed by the Issuing Lender and the Borrower when a
Letter  of  Credit  is  issued,  (i) the  rules  of the  "International  Standby
Practices  1998"  published  by the  Institute  of  International  Banking Law &
Practice  (or such  later  version  thereof  as may be in  effect at the time of
issuance)  shall apply to each Standby  Letter of Credit,  and (ii) the rules of
the Uniform  Customs and Practice for  Documentary  Credits  (collectively,  the
"UCP"), as most recently published by the International Chamber of Commerce (the
"ICC") at the time of issuance shall apply to each Trade Letter of Credit.

       (n)    Responsibility of Issuing Lenders. It is expressly  understood and
agreed that the  obligations of the Issuing  Lenders  hereunder to the Revolving
Lenders  are only  those  expressly  set  forth in this  Agreement  and that the
Issuing  Lender shall be entitled to assume that the  conditions  precedent  set
forth in Section 4.02 have been satisfied  unless it shall have acquired  actual
knowledge that any such  condition  precedent has not been  satisfied;  provided
that nothing set forth in this  Section  2.06 shall be deemed to  prejudice  the
right of any  Revolving  Lender to recover  from the Issuing  Lender any amounts
made available by such Revolving  Lender to the Issuing Lender  pursuant to this
Section  2.06  in the  event  that it is  determined  by a  court  of  competent
jurisdiction  that the payment  with  respect to a Letter of Credit  constituted
gross negligence or willful misconduct on the part of the Issuing Lender.

       (o)    Conflict with LC Documents.  In the event of any conflict  between
this Agreement and any LC Document, this Agreement shall govern.

       (p)    Indemnification of Issuing Lenders.

              (i)    In addition to its other  obligations under this Agreement,
     the Borrower hereby agrees to protect, indemnify, pay and save each Issuing
     Lender harmless from and against any and all claims, demands,  liabilities,
     damages,  losses,  costs,  charges and expenses  (including  reasonable and
     actual attorneys' fees) that such Issuing Lender may incur or be subject to
     as a consequence,  direct or indirect, of (A) the issuance of any Letter of
     Credit or (B) the failure of such Issuing Lender to honor a drawing under a
     Letter of Credit as a result of any act or  omission,  whether  rightful or
     wrongful,  of any  present  or  future  de jure or de facto  government  or
     Governmental   Authority  (all  such  acts  or  omissions,   herein  called
     "Government Acts").

              (ii)   As  between  the  Borrower  and each  Issuing  Lender,  the
     Borrower  shall  assume all risks of the acts,  omissions  or misuse of any
     Letter of Credit by the beneficiary  thereof.  The Issuing Lender shall not


                                      -34-

<PAGE>


     be  responsible  for:  (A)  the  form,  validity,  sufficiency,   accuracy,
     genuineness  or legal  effect  of any  document  submitted  by any party in
     connection  with the  application for and issuance of any Letter of Credit,
     even if it  should  in fact  prove  to be in any or all  respects  invalid,
     insufficient,  inaccurate,  fraudulent  or  forged;  (B)  the  validity  or
     sufficiency  of any instrument  transferring  or assigning or purporting to
     transfer  or  assign  any  Letter  of  Credit  or the  rights  or  benefits
     thereunder or proceeds  thereof,  in whole or in part, that may prove to be
     invalid or ineffective for any reason;  (C) failure of the beneficiary of a
     Letter of Credit to comply fully with conditions  required in order to draw
     upon a Letter of Credit; (D) errors, omissions,  interruptions or delays in
     transmission or delivery of any messages, by mail, cable, telegraph,  telex
     or   otherwise,   whether  or  not  they  be  in  cipher;   (E)  errors  in
     interpretation   of  technical   terms;  (F)  any  loss  or  delay  in  the
     transmission  or  otherwise  of any  documents  required in order to make a
     drawing  under a Letter of Credit or of the proceeds  thereof;  and (G) any
     consequences  arising from causes beyond the control of the Issuing Lender,
     including, without limitation, any Government Acts. None of the above shall
     affect,  impair,  or prevent the vesting of the Issuing  Lender's rights or
     powers hereunder.

              (iii)  In  furtherance  and extension and not in limitation of the
     specific  provisions  hereinabove set forth, any action taken or omitted by
     an Issuing Lender,  under or in connection with any Letter of Credit or the
     related certificates,  if taken or omitted in good faith, shall not put the
     Issuing  Lender under any resulting  liability to the  Borrower.  It is the
     intention of the parties that this Agreement shall be construed and applied
     to protect  and  indemnify  the Issuing  Lenders  against any and all risks
     involved in the  issuance  of any Letter of Credit,  all of which risks are
     hereby assumed by the Borrower,  including, without limitation, any and all
     risks  of the acts or  omissions,  whether  rightful  or  wrongful,  of any
     present or future  Government  Acts. The Issuing  Lenders shall not, in any
     way, be liable for any failure by the Issuing Lenders or anyone else to pay
     any drawing under any Letter of Credit as a result of any  Government  Acts
     or any other cause beyond the control of the Issuing Lenders.

              (iv)   Nothing in this  subsection  (p) is  intended  to limit the
     reimbursement  obligation  of the Borrower  contained in this Section 2.06.
     The obligations of the Borrower under this subsection (p) shall survive the
     termination of this  Agreement.  No act or omission of any current or prior
     beneficiary  of a Letter of Credit  shall in any way  affect or impair  the
     rights of any Issuing  Lender to enforce any right,  power or benefit under
     this Agreement.

              (v)    Notwithstanding  anything to the contrary contained in this
     subsection  (p), the Borrower  shall have no  obligation  to indemnify  any
     Issuing  Lender in respect of any liability  incurred by the Issuing Lender
     arising  solely out of the gross  negligence  or willful  misconduct of the
     Issuing Lender, as determined by a court of competent jurisdiction. Nothing
     in this Agreement  shall relieve any Issuing Lender of any liability to the
     Borrower in respect of any action taken by the Issuing  Lender which action
     constitutes gross negligence or willful misconduct of the Issuing Lender or
     a  violation  of the UCP or Uniform  Commercial  Code,  as  applicable,  as
     determined by a court of competent jurisdiction.

       (q)    Cash Collateral. If the Borrower is required pursuant to the terms
of this  Agreement  or any other  Loan  Document  to Cash  Collateralize  any LC
Obligations,  the Borrower  shall deposit in an account with the  Administrative
Agent an amount in cash equal to 100% of the amount of such LC Obligations. Such
deposit shall be held by the Administrative  Agent as collateral for the payment
and  performance  of the LC  Obligations.  The  Administrative  Agent shall have
exclusive  dominion and control,  including the exclusive  right of  withdrawal,
over  such  account.  The  Administrative  Agent  will,  at the  request  of the
Borrower, invest amounts deposited in such account in Cash Equivalents; provided
that (i) the  Administrative  Agent shall not be required to make any investment


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<PAGE>


that, in its sole judgment,  would require or cause the Administrative  Agent to
be in, or would result in any,  violation of any Law, (ii) such Cash Equivalents
shall be subjected to a first priority  perfected  security interest in favor of
the  Administrative  Agent and (iii) if an Event of Default  shall have occurred
and be continuing,  the selection of such Cash Equivalents  shall be in the sole
discretion  of the  Administrative  Agent.  The  Borrower  shall  indemnify  the
Administrative  Agent  for  any  losses  relating  to such  investments  in Cash
Equivalents. Other than any interest or profits earned on such investments, such
deposits  shall  not  bear  interest.  Interest  or  profits,  if  any,  on such
investments  shall  accumulate in such account.  Moneys in such account shall be
applied by the Administrative  Agent to reimburse the Issuing Lender immediately
for drawings  under Letters of Credit and, if the maturity of the Loans has been
accelerated,  to satisfy  the LC  Obligations.  If the  Borrower  is required to
provide  an  amount  of cash  collateral  hereunder  as a result  of an Event of
Default,  such amount (to the extent not applied as aforesaid) shall be returned
to the Borrower within three Business Days after all Events of Default have been
cured or waived. Any moneys remaining in such account after the Obligations have
been indefeasibly paid in full in cash shall be returned to the Borrower.

       (r)    Resignation of an Issuing Lender. (a) An Issuing Lender may resign
at any time by giving 60 days' notice to the  Administrative  Agent, the Lenders
and the Borrower. Upon any such resignation,  the Borrower shall (within 60 days
after such notice of resignation)  either appoint a successor,  or terminate the
unutilized LC Commitment of such Issuing Lender;  provided that, if the Borrower
elects to terminate such unutilized LC Commitment,  the Borrower may at any time
thereafter that the Revolving Credit Commitments are in effect reinstate such LC
Commitment in connection with the appointment of another Issuing Lender. Subject
to subsection (s) below,  upon the  acceptance of any  appointment as an Issuing
Lender hereunder by a successor Issuing Lender,  such successor shall succeed to
and become vested with all the interests, rights and obligations of the retiring
Issuing  Lender,  and the retiring  Issuing Lender shall be discharged  from its
obligations  to  issue  Letters  of  Credit  hereunder.  The  acceptance  of any
appointment as Issuing Lender  hereunder by a successor  Issuing Lender shall be
evidenced by an agreement  entered into by such successor,  in a form reasonably
satisfactory to the Borrower and the  Administrative  Agent, and, from and after
the effective date of such agreement, (i) such successor shall be a party hereto
and  have all the  rights  and  obligations  of an  Issuing  Lender  under  this
Agreement  and the other Loan  Documents and (ii)  references  herein and in the
other Loan  Documents to the "Issuing  Lender"  shall be deemed to refer to such
successor  or to any  previous  Issuing  Lender,  or to such  successor  and all
previous Issuing Lenders, as the context shall require.

       (s)    Rights with  Respect to  Outstanding  Letter of Credit.  After the
resignation of an Issuing Lender  hereunder,  the retiring  Issuing Lender shall
remain a party hereto and shall continue to have all the rights and  obligations
of an Issuing  Lender under this  Agreement  and the other Loan  Documents  with
respect to Letters of Credit issued by it prior to such  resignation,  but shall
not be required to issue Letters of Credit.

       Section 2.07 Interest.

       (a)    Rate Options  Applicable to Loans. Each Loan shall be comprised of
Base Rate Loans or (except in the case of  Swingline  Loans  which shall be made
and maintained as Base Rate Loans) Eurodollar Loans, as the Borrower may request
pursuant to Section 2.02 or 2.03,  as  applicable.  Borrowings  of more than one
Type may be  outstanding  at the same time;  provided  that the Borrower may not
request any Borrowing  that, if made,  would result in an aggregate of more than
five separate Groups of Eurodollar Loans being outstanding  hereunder at any one
time. For this purpose,  Loans having different Interest Periods,  regardless of
whether commencing on the same date, shall be considered separate Groups.


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<PAGE>


       (b)    Base Rate Loans.  Each Loan which is made as, or converted into, a
Base Rate Loan shall bear interest on the outstanding  principal amount thereof,
for each day from the date such Loan is made as, or converted  into, a Base Rate
Loan  until it  becomes  due or is  converted  into a Loan of any other  Type or
repaid in full, at a rate per annum equal to the Applicable Margin for Base Rate
Loans  for such day plus the Base  Rate for such  day.  Such  interest  shall be
payable  quarterly in arrears on each Interest Payment Date and, with respect to
the principal  amount of any Base Rate Loan  converted to a Eurodollar  Loan, on
the date such  Base  Rate Loan is so  converted.  Any  overdue  principal  of or
interest on any Base Rate Loan shall bear interest,  payable on demand, for each
day  until  paid at a rate  per  annum  equal  to the sum of 2%  plus  the  rate
otherwise applicable to Base Rate Loans for such day.

       (c)    Eurodollar  Loans. Each Eurodollar Loan shall bear interest on the
outstanding  principal  amount thereof,  for each day during the Interest Period
applicable  thereto,  at a rate per  annum  equal  to the sum of the  Applicable
Margin for Eurodollar Loans for such day plus the Eurodollar Rate; provided that
if any  Eurodollar  Loan  or any  portion  thereof  shall,  as a  result  of the
definition of Interest  Period,  have an Interest Period of less than one month,
such  portion  shall  bear  interest  during  such  Interest  Period at the rate
applicable to Base Rate Loans during such period. Such interest shall be payable
for each Interest  Period on each Interest  Payment Date. Any overdue  principal
amount of or interest on any  Eurodollar  Loan shall bear  interest,  payable on
demand,  for each day until paid at a rate per annum  equal to the higher of (i)
the sum of 2% plus the Applicable  Margin for Eurodollar Loans for such day plus
the Eurodollar Rate applicable to such Loan at the date such payment was due and
(ii) the sum of 2% plus the Applicable  Margin for Eurodollar Loans for such day
plus the quotient obtained (rounded upward, if necessary, to the nearest 1/100th
of 1%) by dividing (x) the Applicable  Interbank Offered Rate for one day (or if
such amount due  remains  unpaid more than three  Business  Days,  then for such
other period of time not longer than six months as the Administrative  Agent may
select)  deposits in Dollars in an amount  approximately  equal to such  overdue
payment  by (y)  1.00  minus  the  Eurodollar  Reserve  Percentage  (or,  if the
circumstances  described in Section 3.02 shall exist,  at a rate per annum equal
to the sum of 2% plus the rate  applicable to Revolving Base Rate Loans for such
day).

       (d)    Determination  and Notice of Interest  Rates.  The  Administrative
Agent shall determine each interest rate applicable to the Loans hereunder.  The
Administrative   Agent  shall  give  prompt  notice  to  the  Borrower  and  the
participating  Lenders  of  each  rate  of  interest  so  determined,   and  its
determination  thereof shall be conclusive in the absence of manifest error. Any
notice with  respect to  Eurodollar  Loans shall,  without the  necessity of the
Administrative Agent so stating in such notice, be subject to adjustments in the
Applicable  Margin  applicable to such Loans after the beginning of the Interest
Period applicable thereto.  When during an Interest Period any event occurs that
causes an adjustment in the Applicable  Margin applicable to Loans to which such
Interest Period is applicable, the Administrative Agent shall give prompt notice
to the Borrower and the Lenders of such event and the adjusted  rate of interest
so determined for such Loans, and its determination  thereof shall be conclusive
in the absence of manifest error.

       (e)    Default  Interest.  Upon the occurrence and during the continuance
of an Event of Default and  regardless  of whether or not any  judgment has been
entered  thereon,  the principal  amount of and, to the extent permitted by law,
interest on the Loans and any other amounts owing herein or under the other Loan
Documents shall bear interest,  payable on demand,  at a per annum rate equal to
(i) in the case of principal of any Loan, the rate otherwise  applicable to such
Loan during  such  period  pursuant  to this  Section  2.07 plus 2.00%  (without
duplication  of any amount  owing in respect of Base Rate Loans  under the third
sentence of Section  2.07(b) or in respect of  Eurodollar  Loans under the third
sentence of Section 2.07(c)), (ii) in the case of interest on any Loan, the Base
Rate plus the  Applicable  Margin for such Loan on such day plus 2.00% and (iii)
in the case of any other amount,  the Base Rate plus the  Applicable  Margin for
Base Rate Loans plus 2.00%.


                                      -37-

<PAGE>


       Section 2.08 Extension and Conversion.

       (a)    Continuation  Conversion  Options.  The Revolving Loans shall bear
interest  initially  at the  type  of  rate  specified  by the  Borrower  in the
applicable  Revolving  Loan  Request.  Thereafter,  the Borrower  shall have the
option, on any Business Day, to elect to change or continue the type of interest
rate borne by each Group of Loans  (subject  in each case to the  provisions  of
Article III and subsection 2.08(d)), as follows:

              (i)    if such Loans are Base Rate Loans,  the  Borrower may elect
     to convert such Loans to Eurodollar Loans as of any Business Day; and

              (ii)   if such Loans are Eurodollar  Loans, the Borrower may elect
     to convert such Loans to Base Rate Loans or elect to continue such Loans as
     Eurodollar Loans for an additional Interest Period, subject to Section 3.05
     in the case of any such  conversion  or  continuation  effective on any day
     other than the last day of the then current  Interest Period  applicable to
     such Loans.

       Each such election shall be made by delivering a notice, substantially in
the form of  Exhibit  A-4 hereto (a  "Notice  of  Extension/Conversion")  to the
Administrative  Agent not later than 12:00 Noon on the third Business Day before
the  conversion or  continuation  selected in such notice is to be effective.  A
Notice of Extension/Conversion may, if it so specifies,  apply to only a portion
of the aggregate principal amount of the relevant Group of Loans,  provided that
(i) such portion is allocated  ratably among the Loans comprising such Group and
(ii) the  portion to which such Notice  applies,  and the  remaining  portion to
which  it does  not  apply,  are  each  $5,000,000  or any  larger  multiple  of
$1,000,000.

       (b)    Contents  of  Notice  of  Extension/Conversion.   Each  Notice  of
Extension/ Conversion shall specify:

               (i)  the Group of Loans (or portion thereof) to which such notice
     applies;

               (ii) the date on which the conversion or continuation selected in
     such  notice is to be  effective,  which shall  comply with the  applicable
     clause of subsection 2.08(a) above;

               (iii) if the Loans comprising such Group are to be converted, the
     new type of Loans and, if the Loans being  converted  are to be  Eurodollar
     Loans,  the  duration of the next  succeeding  Interest  Period  applicable
     thereto; and

               (iv) if such Loans are to be continued as Eurodollar Loans for an
     additional  Interest  Period,  the  duration  of such  additional  Interest
     Period.

       Each  Interest  Period  specified in a Notice of Interest  Rate  Election
shall  comply  with the  provisions  of the  definition  of the  term  "Interest
Period".

       (c)    Notification   to   Lenders.   Upon   receipt   of  a  Notice   of
Extension/Conversion from the Borrower pursuant to subsection 2.08(a) above, the
Administrative  Agent shall promptly notify each Lender of the contents  thereof
and such notice shall not thereafter be revocable by the Borrower.  If no Notice
of  Extension/Conversion  is  timely  received  prior to the end of an  Interest
Period for any Group of Eurodollar  Loans,  the Borrower shall be deemed to have
elected  that such Group be  converted  to Base Rate Loans as of the last day of
such Interest Period.


                                      -38-

<PAGE>


       (d)    Limitation on Conversion/Continuation  Options. The Borrower shall
not be entitled  to elect to convert any Loans to, or continue  any Loans for an
additional  Interest Period as, Eurodollar Loans if (i) the aggregate  principal
amount of any Group of Loans  created or continued as a result of such  election
would be less than  $5,000,000  or (ii) a Default  shall  have  occurred  and be
continuing   when  the  Borrower   delivers  notice  of  such  election  to  the
Administrative Agent.

       (e)    Certain Mandatory Conversions and Prepayments of Eurodollar Loans.
On the date in which the aggregate  unpaid  principal amount of Eurodollar Loans
comprising  any Group of Loans shall be  reduced,  by payment or  prepayment  or
otherwise,  to less than  $5,000,000,  such Loans shall,  on the last day of the
then current Interest Period therefor, automatically be converted into Base Rate
Loans.  Upon the occurrence and during the  continuance of any Event of Default,
(i)  each  Eurodollar  Loan  shall  automatically,  on the  last day of the then
current  Interest Period  therefor,  be converted into a Base Rate Loan and (ii)
the  obligation  of the Lenders to make,  or to continue or convert  Loans into,
Eurodollar Loans shall be suspended.

       (f)    Accrued Interest.  Accrued interest on a Loan (or portion thereof)
being  extended or  converted  shall be paid by the Borrower (i) with respect to
any Base Rate Loan being converted to a Eurodollar  Loan, on the last day of the
first fiscal  quarter of the Borrower  ending on or after the date of conversion
and (ii) otherwise, on the date of extension or conversion.

       Section 2.09 Scheduled Termination of Commitments; Mandatory Prepayments.
The  Commitments  shall  terminate  on the  Maturity  Date,  and any Loans  then
outstanding (together with accrued interest thereon) shall be due and payable on
the Maturity  Date. If on any date the  aggregate of all Revolving  Outstandings
exceeds the  aggregate  amount of the  Revolving  Commitments  or the  aggregate
amount of all LC  Obligations  exceeds the LC  Committed  Amount,  the  Borrower
shall,  within 5 Business  Days,  prepay  outstanding  Loans (as selected by the
Borrower and notified to the Revolving Lenders through the Administrative  Agent
not less than three Business Days prior to the date of such payment) and/or Cash
Collateralize outstanding Letters of Credit to the extent necessary to eliminate
any such excess.

       Section 2.10 Optional Prepayments.

       (a)    Subject in the case of any  Eurodollar  Loan to Section 3.05,  the
Borrower  may (i)  with  notice  by 12:00  Noon on the date of such  prepayment,
prepay any Group of Base Rate Loans or any Swingline  Borrowing bearing interest
at the Base Rate pursuant to Section 3.02, in each case in whole at any time, or
from time to time in part in an aggregate  principal amount of $5,000,000 or any
larger multiple of $1,000,000, or (ii) upon at least three Business Days' notice
to the  Administrative  Agent,  prepay any Group of Eurodollar Loans in whole at
any  time,  or from  time to time in part in an  aggregate  principal  amount of
$5,000,000 or any larger multiple of $1,000,000,  by paying the principal amount
to be prepaid  together with accrued interest thereon to the date of prepayment.
Each such optional  prepayment  shall be applied to prepay  ratably the Loans of
the several Lenders included in such Group or Borrowing.

       (b)    Upon receipt of a notice of  prepayment  pursuant to this Section,
the  Administrative  Agent shall  promptly  notify  each Lender of the  contents
thereof and of such Lender's  ratable share (if any) of such prepayment and such
notice shall not thereafter be revocable by the Borrower.


                                      -39-

<PAGE>


       Section 2.11 Adjustment of Commitments.

       (a)    Optional  Termination or Reduction of Revolving  Committed Amount.
The Borrower may from time to time terminate in full or  permanently  reduce the
Revolving  Committed  Amount upon 5 Business  Days' prior  written or telecopied
notice to the  Administrative  Agent;  provided that (i) no such  termination or
reduction  shall be made which would  cause the  Revolving  Outstandings  (after
giving effect to any concurrent  repayment of Revolving Loans or Swingline Loans
or Cash  Collateralization  of LC Obligations) to exceed the Revolving Committed
Amount as so reduced,  and (ii) any such partial reduction shall be in a minimum
aggregate amount of $5,000,000 or any integral  multiple of $1,000,000 in excess
thereof (or, if less, the full remaining amount of the then applicable Revolving
Committed Amount).  The Administrative Agent shall promptly notify each affected
Lender  of the  receipt  by the  Administrative  Agent  of any  notice  from the
Borrower  pursuant  to  this  Section  2.11(a).  Any  partial  reduction  of the
Revolving  Committed Amount pursuant to this Section 2.11(a) shall be applied to
the Revolving  Commitments of the Lenders  pro-rata based upon their  respective
Revolving Commitment  Percentages.  The Borrower shall pay to the Administrative
Agent for the  account of the  Lenders in  accordance  with the terms of Section
2.12, on the date of each  termination  or reduction of the Revolving  Committed
Amount,  any fees accrued  through the date of such  termination or reduction on
the amount of the Revolving Committed Amount so terminated or reduced.

       (b)    Automatic  Termination at Maturity.  The Revolving  Commitments of
the  Lenders  and the LC  Commitments  of the Issuing  Lenders  shall  terminate
automatically  on the Maturity Date.  The Swingline  Commitment of the Swingline
Lender shall terminate automatically on the Swingline Termination Date.

       (c)    Optional  Replacement  of  Lenders,  Non-Pro-Rata  Termination  of
Commitments.  If (i) any Lender has  demanded  compensation  or  indemnification
pursuant to Section 3.01 or Section 3.04,  (ii) the  obligation of any Lender to
make  Eurodollar  Loans has been suspended  pursuant to Section 3.02,  (iii) any
Lender is a  Defaulting  Lender or (iv) any  Lender  has  failed to consent to a
proposed amendment, waiver, discharge or termination which pursuant to the terms
of  Section  10.01 or any other  provision  of any Loan  Document  requires  the
consent of all of the Lenders  and with  respect to which the  Required  Lenders
shall have  granted  their  consent,  the Borrower  shall have the right,  if no
Default  or  Event  of  Default  then  exists,  to (i)  remove  such  Lender  by
terminating  such  Lender's  Commitment  in full or (ii)  replace such Lender by
causing such Lender to assign its Commitment  (without payment of any assignment
fee) to one or more existing Lenders or Eligible  Assignees (each a "Replacement
Lender")  pursuant to Section  10.06;  provided  that if the Borrower  elects to
exercise  such right with  respect to any Lender  pursuant to clause (i) or (ii)
above,  it shall be  obligated  to remove or  replace,  as the case may be,  all
Lenders that have made similar  requests  for  compensation  pursuant to Section
3.01 or 3.04 or whose  obligation to make  Eurodollar  Loans has been  similarly
suspended. The replacement of a Lender pursuant to this Section 2.11(c) shall be
effective on the tenth Business Day (the "Replacement  Date") following the date
of notice of such replacement to the Lenders through the  Administrative  Agent,
subject to the satisfaction of the following conditions:

              (i)    each  Replacement   Lender,  and  each  Lender  subject  to
     replacement,  shall  have  satisfied  the  conditions to an  Assignment and
     Acceptance  set  forth in Section  10.06(b) and, in  connection  therewith,
     the Replacement Lender(s) shall pay:

                     (A)    to each  Lender  subject  to  replacement  an amount
       equal in the aggregate to the sum of (x) the principal amount of, and all
       accrued  but  unpaid  interest  on,  its  outstanding  Loans,  (y) all LC
       Disbursements  that have been funded by (and not  reimbursed to) it under
       Section 2.06,  together with all accrued but unpaid interest with respect


                                      -40-

<PAGE>


       thereto,  and (z) all  accrued  but unpaid  fees owing to it  pursuant to
       Section 2.12; and

                     (B)    to  the  Issuing  Lenders  an  amount  equal  to the
       aggregate  amount owing by the replaced Lenders to the Issuing Lenders as
       reimbursement pursuant to Section 2.06, to the extent such amount was not
       theretofore funded by such replaced Lenders; and

              (ii)   the Borrower  shall have paid to the  Administrative  Agent
     for  the  account  of  each  replaced   Lender   an  amount  equal  to  all
     obligations  owing to  such replaced  Lenders by  the Borrower  pursuant to
     this Agreement and the other Loan Documents (other  than  those obligations
     of the Borrower referred to in clause (i)(A) above).

       In the case of the removal of a Lender pursuant to this Section  2.11(c),
upon (i) payment by the Borrower to the Administrative  Agent for the account of
the  Lender  subject to such  removal  of an amount  equal to the sum of (A) the
aggregate  principal  amount of all Loans and LC Obligations held by such Lender
and (B) all  accrued  interest,  fees and  other  amounts  owing to such  Lender
hereunder, including, without limitation, all amounts payable by the Borrower to
such Lender under Article III or Sections 10.04 and 10.05, and (ii) provision by
the  Borrower to the  Swingline  Lender and each Issuing  Lender of  appropriate
assurances  and  indemnities  (which may include  letters of credit) as each may
reasonably  require with respect to any  continuing  obligation  of such removed
Lender to purchase  Participation  Interests in any LC  Obligations or Swingline
Loans  then  outstanding,  such  Lender  shall  cease  to  constitute  a  Lender
hereunder;  provided that the provisions of this Agreement  (including,  without
limitation,  the  provisions of Article III and Sections  10.04 and 10.05) shall
continue to govern the rights and  obligations  of a removed Lender with respect
to any Loans made,  any Letters of Credit  issued or any other  actions taken by
such removed Lender while it was a Lender.

       (d)    Optional Extensions of Commitments.

              (i)    If  the   Borrower   shall   request,   by  notice  to  the
     Administrative  Agent not less than 30 days prior to the Maturity Date then
     in effect,  that the  availability  period for Revolving  Loans be extended
     until the first anniversary of such Maturity Date, then the  Administrative
     Agent shall promptly notify each Revolving Lender of such request, and each
     Revolving Lender shall notify the Borrower and the Administrative Agent not
     more than 15 Business Days after the date on which the Administrative Agent
     shall have received the  Borrower's  request (which date shall be set forth
     in the notice of such  request  given by the  Administrative  Agent) of its
     election  so to extend (in such case,  each a  "Remaining  Lender")  or not
     extend the availability  period for Revolving Loans. Any Lender which shall
     not timely notify the Administrative Agent of such election shall be deemed
     to have elected not to extend such availability period.

              (ii)   If  one  or  more   Lenders   shall   timely   notify   the
     Administrative  Agent pursuant to subsection (d)(i) of this Section 2.11 of
     its election not to extend the  availability  period for Revolving Loans or
     shall be deemed to have elected not to extend the  availability  period for
     Revolving Loans by virtue of having not timely notified the  Administrative
     Agent  of its  election  to  extend  such  availability  period,  then  the
     Administrative  Agent  shall  so  advise  the  Borrower  and the  Remaining
     Lenders, and the Remaining Lenders or any of them shall have the right (but
     not the obligation), upon notice to the Administrative Agent not later than
     10 Business Days  immediately  preceding the  applicable  Maturity Date, to
     increase their respective  Revolving  Commitments by an amount equal in the
     aggregate to the  Revolving  Commitments  of the Lenders who have,  or have
     been  deemed to have,  elected  not to extend the  availability  period for


                                      -41-

<PAGE>


     Revolving Loans. Each Lender electing to increase its Revolving  Commitment
     hereunder  shall  specify  in its  notice to the  Administrative  Agent the
     amount by which it is willing to increase its  Revolving  Commitment.  Each
     increase  in the  Revolving  Commitment  of a  Lender  hereunder  shall  be
     evidenced  by  a  written   instrument   executed  by  such   Lender,   the
     Administrative Agent and the Borrower and shall take effect on the Maturity
     Date in  effect  for the  Lenders  who have,  or have been  deemed to have,
     elected not to extend the availability period for Revolving Loans.

              (iii)  If the aggregate Revolving Commitments of the Lenders prior
     to any  adjustment  under  this  Section  2.11 shall  exceed the  aggregate
     Revolving Commitments of the Remaining Lenders that have agreed to increase
     their Revolving  Commitments pursuant to subsection (d)(ii) of this Section
     2.11, the Borrower may, with the approval of the Administrative Agent, such
     approval not to be  unreasonably  withheld,  designate one or more Eligible
     Assignees   willing  to  extend  Revolving   Commitments  until  the  first
     anniversary  of the  Maturity  Date in effect for the Lenders who have,  or
     have been deemed to have, elected not to extend the availability period for
     Revolving  Loans in an aggregate  amount not greater than such excess.  Any
     such Eligible  Assignee  shall,  on or prior to the Maturity Date in effect
     for the  Lenders  who have,  or have been  deemed to have,  elected  not to
     extend the availability period for Revolving Loans,  execute and deliver to
     the  Borrower,  the  Administrative  Agent  and each  Remaining  Lender  an
     instrument,  satisfactory  to the  Borrower and the  Administrative  Agent,
     setting forth the amount of its Revolving  Commitment  and  containing  its
     agreement  to  become,  and to  perform  all the  obligations  of, a Lender
     hereunder.  The Revolving Commitment of such Eligible Assignee shall become
     effective,  and such Eligible Assignee shall become a Lender hereunder,  on
     the  Maturity  Date then in effect for the Lenders  who have,  or have been
     deemed to have, elected not to extend the availability period for Revolving
     Loans.

              (iv)   The Borrower  shall deliver to each  Eligible  Assignee and
     each Lender who has increased its Revolving  Commitment pursuant to Section
     2.11(d)(ii),  on the Maturity  Date in effect for the Lenders who have,  or
     have been deemed to have, elected not to extend the availability period for
     Revolving  Loans, a Revolving Note evidencing the Borrower's  obligation to
     pay Revolving Loans made by such Eligible  Assignee or such Lender pursuant
     to this Agreement.

              (v)    If some or all of the Lenders  shall have elected to extend
     the  availability  period for  Revolving  Loans as provided in this Section
     2.11(d),  then (A) the  availability  period with respect to the  Revolving
     Commitments of such Lenders and any which becomes a Lender  hereunder shall
     continue  until the first  anniversary of the Maturity Date in effect prior
     to such election and, as to such Lenders, the term "Maturity Date", as used
     herein, shall mean such first anniversary; (B) the Revolving Commitments of
     the  Lenders who have,  or have been deemed to have,  elected not to extend
     the availability  period for Revolving Loans shall continue in effect until
     the  Maturity  Date in  effect  prior  to such  extension  and  shall  then
     terminate,  and, as to such  Lenders,  the term  "Maturity  Date",  as used
     herein,  shall  continue to mean such Maturity Date and the Borrower  shall
     repay all such  Revolving  Loans on such date; and (C) on the Maturity Date
     in effect prior to such extension,  each Lender who has, or has been deemed
     to have, elected not to extend the availability  period for Revolving Loans
     Lender  shall cease to be a Lender  hereunder  upon  payment in full of all
     Revolving  Loans,  accrued  interest,  fees, costs and expenses due to such
     Lender   hereunder;   provided  that  the   provisions  of  this  Agreement
     (including,  without limitation, the provisions of Article III and Sections
     10.04 and 10.05)  shall  continue to govern the rights and  obligations  of
     such Lender with respect to any Loans made, any Letters of Credit issued or
     any other actions taken by such Lender while it was a Lender.


                                      -42-

<PAGE>


              (vi)   If some or all of the Lenders  shall have elected to extend
     the  availability  period for  Revolving  Loans as provided in this Section
     2.11(d),  the availability period for Swingline Loans shall,  automatically
     without  action  on the part of the  Borrower,  continue  until the date to
     which  the  Maturity  Date  has  been  extended,  and the  term  "Swingline
     Termination  Date",  as used herein,  shall mean such date.  The  foregoing
     notwithstanding (i) in the event that the Swingline Lender is also a Lender
     who has not extended its Revolving  Commitment  hereunder,  the  Borrower's
     right to so extend the Swingline  Termination  Date shall be subject to the
     appointment  of a successor  Swingline  Lender  hereunder;  and (ii) to the
     extent the  Swingline  Lender's  Revolving  Commitment  has been reduced in
     connection  with any such extension or there has been the  appointment of a
     successor  Swingline  Lender whose  Revolving  Commitment  is less than the
     Swingline Commitment existing immediately preceding such appointment,  then
     the  Swingline  Termination  Date may only be extended with respect to such
     lesser amount.

       Section 2.12 Fees.

       (a)    Facility Fee. The Borrower shall pay to the  Administrative  Agent
for the  account of each  Revolving  Lender a fee (the  "Facility  Fee") on such
Lender's  Revolving  Commitment  Percentage  of the  daily  Revolving  Committed
Amount,  computed  at a per  annum  rate  for  each  day at a rate  equal to the
Applicable Margin then in effect. The Facility Fee shall continue to accrue from
the  Closing  Date and shall be due and  payable  in arrears on last day of each
March, June,  September and December (and any date that the Revolving  Committed
Amount is reduced as provided in Section  2.10(a) and the Maturity Date) for the
calendar quarter or portion thereof ending on each such date, beginning with the
first of such dates to occur after the  Closing  Date and  continuing  after the
Amendment Effective Date.

       (b)    Letter of Credit Fees.

              (i)    Letter  of  Credit  Fees.  The  Borrower  shall  pay to the
     Administrative  Agent for the account of each Lender a fee (the  "Letter of
     Credit  Fee")  on such  Lender's  Revolving  Commitment  Percentage  of the
     average daily maximum  amount  available to be drawn under each such Letter
     of  Credit  computed  at a per  annum  rate  for  each day from the date of
     issuance  to the date of  expiration  equal  to the  Applicable  Margin  in
     respect of  Eurodollar  Revolving  Loans in effect  from time to time.  The
     Letter of Credit Fee will be payable  quarterly  in arrears on the last day
     of each March, June,  September and December for the immediately  preceding
     quarter (or  portion  thereof),  beginning  with the first of such dates to
     occur  after the date of  issuance  of such  Letter  of  Credit  and on the
     Maturity  Date. If there is a change in the  Applicable  Margins during any
     period,  the actual  amount of each Letter of Credit  shall be computed and
     multiplied  by the  Applicable  Margins  separately  for each period during
     which such Applicable Margins are in effect.

              (ii)   Fronting  Fees.  The  Borrower  shall pay  directly to each
     Issuing  Lender for its own  account a fronting  fee in the amount (A) with
     respect  to each Trade  Letter of  Credit,  equal to .125% of the amount of
     such Trade Letter of Credit,  due and payable upon the issuance thereof and
     (B) with respect to each Standby Letter of Credit, equal to .125% per annum
     on the daily  maximum  amount  available  to be drawn  thereunder,  due and
     payable quarterly in arrears on the last day of each March, June, September
     and  December,  commencing  with the first such date after the  issuance of
     such letter of credit and on the Maturity Date.

              (iii)  Issuing  Lender  Fees.  In addition to the Letter of Credit
     Fee payable  pursuant  to clause (i) above and any  fronting  fees  payable
     pursuant to clause (ii) above, the Borrower  promises to pay to the Issuing


                                      -43-

<PAGE>


     Lender for its own account  without sharing by the other Lenders the letter
     of credit fronting and  negotiation  fees agreed to by the Borrower and the
     Issuing  Lender from time to time and the  customary  charges  from time to
     time  of the  Issuing  Lender  with  respect  to the  issuance,  amendment,
     transfer,  administration,  cancellation  and  conversion  of, and drawings
     under, such Letters of Credit (collectively, the "Issuing Lender Fees").

       (c)    Agency  Fees.  The  Borrower  shall  pay  an  agency  fee  to  the
Administrative  Agent's own  account,  in amounts and at times  specified in the
letter   agreement  dated  September  8,  2005  between  the  Borrower  and  the
Administrative Agent. Such fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever.

       Section 2.13 Pro-Rata Treatment.  Except to the extent otherwise provided
herein:

       (a)    Loans.   Each  Revolving  Loan,  each  payment  or  prepayment  of
principal of or interest on any Revolving Loan, each payment of fees (other than
the Issuing  Lender Fees retained by the Issuing  Lender for its own account and
the fees  retained by the Agents for their own account),  each  reduction of the
Revolving  Committed Amount and each conversion or continuation of any Revolving
Loan, shall be allocated  pro-rata among the relevant Lenders in accordance with
the respective  Revolving  Commitment  Percentages,  of such Lenders (or, if the
Commitments of such Lenders have expired or been terminated,  in accordance with
the respective  principal  amounts of the  outstanding  Loans and  Participation
Interests of such  Lenders);  provided  that in the event any amount paid to any
Lender  pursuant  to this  subsection  (a) is  rescinded  or must  otherwise  be
returned by the Administrative Agent, each Lender shall, upon the request of the
Administrative  Agent, repay to the  Administrative  Agent the amount so paid to
such Lender, with interest for the period commencing on the date such payment is
returned by the  Administrative  Agent until the date the  Administrative  Agent
receives  such  repayment at a rate per annum equal to, during the period to but
excluding the date two Business Days after such request, the Federal Funds Rate,
and thereafter, the Base Rate plus two percent (2%) per annum.

       (b)    Letters  of  Credit.  Each  payment  of LC  Obligations  shall  be
allocated to each  Revolving  Lender  pro-rata in accordance  with its Revolving
Commitment  Percentage;  provided that if any Revolving Lender shall have failed
to pay its applicable pro-rata share of any LC Disbursement,  then any amount to
which such  Revolving  Lender  would  otherwise  be  entitled  pursuant  to this
subsection (b) shall instead be payable to the Issuing Lender;  provided further
that in the event any  amount  paid to any  Revolving  Lender  pursuant  to this
subsection (b) is rescinded or must otherwise be returned by the Issuing Lender,
each Revolving  Lender shall,  upon the request of the Issuing Lender,  repay to
the  Administrative  Agent for the account of the  Issuing  Lender the amount so
paid to such Revolving  Lender,  with interest for the period  commencing on the
date such  payment is returned by the Issuing  Lender until the date the Issuing
Lender  receives such  repayment at a rate per annum equal to, during the period
to but  excluding  the date two Business  Days after such  request,  the Federal
Funds Rate, and thereafter, the Base Rate plus two percent (2%) per annum.

       Section  2.14  Sharing of Payments.  The Lenders  agree among  themselves
that, except to the extent otherwise provided herein, if any Lender shall obtain
payment in  respect  of any Loan,  unreimbursed  LC  Disbursements  or any other
obligation  owing to such Lender under this Agreement  through the exercise of a
right of setoff,  banker's lien or counterclaim,  or pursuant to a secured claim
under Section 506 of the Bankruptcy  Code or other security or interest  arising
from,  or in lieu of, such  secured  claim,  received  by such Lender  under any
applicable bankruptcy,  insolvency or other similar law or otherwise,  or by any
other means,  in excess of its pro-rata share of such payment as provided for in
this  Agreement,  such Lender shall  promptly  pay in cash or purchase  from the
other Lenders a participation in such Loans, unreimbursed LC Disbursements,  and


                                      -44-

<PAGE>


other obligations in such amounts,  and make such other adjustments from time to
time,  as shall be equitable  to the end that all Lenders  share such payment in
accordance  with  their  respective  ratable  shares  as  provided  for in  this
Agreement;  provided that nothing in this Section 2.14 shall impair the right of
any Lender to  exercise  any right of set-off  or  counterclaim  it may have for
payment of indebtedness of the Borrower other than its  indebtedness  hereunder.
The Lenders further agree among  themselves that if payment to a Lender obtained
by such  Lender  through  the  exercise  of a right of  setoff,  banker's  lien,
counterclaim or other event as aforesaid shall be rescinded or must otherwise be
restored, each Lender which shall have shared the benefit of such payment shall,
by payment in cash or a repurchase of a participation  theretofore  sold, return
its  share of that  benefit  (together  with its share of any  accrued  interest
payable  with  respect  thereto) to each Lender  whose  payment  shall have been
rescinded  or  otherwise  restored.  The  Borrower  agrees  that any  Lender  so
purchasing  such a  participation  may, to the fullest extent  permitted by law,
exercise all rights of payment, including setoff, banker's lien or counterclaim,
with respect to such  participation  as fully as if such Lender were a holder of
such  Loan,  LC   Obligation   or  other   obligation  in  the  amount  of  such
participation.  Except as otherwise expressly provided in this Agreement, if any
Lender or the  Administrative  Agent  shall fail to remit to the  Administrative
Agent or any other Lender an amount payable by such Lender or the Administrative
Agent  to the  Administrative  Agent  or  such  other  Lender  pursuant  to this
Agreement  on the date when  such  amount is due,  such  payments  shall be made
together with interest thereon if paid within two Business Days of the date when
such  amount is due at a per annum  rate  equal to the  Federal  Funds  Rate and
thereafter at a per annum rate equal to the Base Rate until the date such amount
is paid  to the  Administrative  Agent  or  such  other  Lender.  If  under  any
applicable  bankruptcy,  insolvency or other similar law, any Lender  receives a
secured  claim in lieu of a setoff to which  this  Section  2.14  applies,  such
Lender shall, to the extent practicable,  exercise its rights in respect of such
secured claim in a manner  consistent  with the rights of the Lenders under this
Section 2.14 to share in the benefits of any recovery on such secured claim.

       Section 2.15 Payments; Computations.

       (a)    Payments  by  the  Borrower.  Each  payment  of  principal  of and
interest on Loans,  LC Obligations  and fees hereunder  (other than fees payable
directly to the Issuing Lenders or the Agents) shall be paid not later than 2:00
P.M. on the date when due, in funds immediately  available to the Administrative
Agent at the  Administrative  Agent's  Office.  Each such payment  shall be made
irrespective  of any set-off,  counterclaim or defense to payment which might in
the  absence of this  provision  be asserted  by the  Borrower or any  Affiliate
against any Agent or any Lender.  Except as otherwise provided herein,  payments
received  after  2:00 P.M.  shall be deemed  to have been  received  on the next
Business Day. The Borrower  shall,  at the time it makes any payments under this
Agreement, specify to the Administrative Agent the Loan, Letters of Credit, fees
or other amounts  payable by the Borrower  hereunder to which such payment is to
be  applied  (and if it  fails so to  specify  or if such  application  would be
inconsistent with the terms hereof, the Administrative  Agent shall,  subject to
Section  2.13,  distribute  such  payment to the  Lenders in such  manner as the
Administrative  Agent  may deem  appropriate).  The  Administrative  Agent  will
distribute such payments in like funds to the applicable  Lenders on the date of
receipt thereof,  if such payment is received prior to 2:00 P.M.;  otherwise the
Administrative  Agent will distribute such payment to the applicable  Lenders on
the next succeeding Business Day. Whenever any payment hereunder shall be due on
a day  which  is not a  Business  Day,  the date for  payment  thereof  shall be
extended to the next  succeeding  Business Day unless (in the case of Eurodollar
Loans) such Business Day falls in another calendar month, in which case the date
for payment  thereof shall be the next  preceding  Business Day. If the date for
any payment of principal is extended by operation of law or otherwise,  interest
thereon shall be payable for such extended time. The Borrower hereby  authorizes
and directs the  Administrative  Agent to debit any  account  maintained  by the
Borrower with the  Administrative  Agent to pay when due any amounts required to
be paid from time to time under this Agreement.


                                      -45-

<PAGE>


       (b)    Distributions   by   the   Administrative    Agent.   Unless   the
Administrative  Agent shall have received  notice from the Borrower prior to the
date on which any payment is due to the Lenders hereunder that the Borrower will
not make such  payment in full,  the  Administrative  Agent may assume  that the
Borrower has made such payment in full to the Administrative Agent on such date,
and the Administrative Agent may, in reliance upon such assumption,  cause to be
distributed  to each Lender on such due date an amount  equal to the amount then
due such Lender.  If and to the extent that the Borrower  shall not have so made
such payment,  each Lender shall repay to the Administrative  Agent forthwith on
demand such amount  distributed to such Lender  together with interest  thereon,
for each day from the date such amount is  distributed  to such Lender until the
date such Lender repays such amount to the Administrative  Agent, at the Federal
Funds Rate.

       (c)    Computations.  Except for Base Rate Loans,  in which case interest
shall  be  computed  on the  basis  of a 365 or 366 day  year as the case may be
(unless the Base Rate is determined by reference to the Federal Funds Rate), all
computations  of interest and fees  hereunder  shall be made on the basis of the
actual  number of days  elapsed over a year of 360 days.  Interest  shall accrue
from and include the date of  borrowing  (or  continuation  or  conversion)  but
excluding the date of payment.

                                  ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

       Section 3.01 Taxes.

       (a)    Payments  Net of  Certain  Taxes.  Any  and  all  payments  by the
Borrower to or for the account of any Lender or any Agent hereunder or under any
other Loan  Document  shall be made free and clear of and without  deduction for
any and all  present  or future  taxes,  duties,  levies,  imposts,  deductions,
charges or withholdings, and all liabilities with respect thereto, excluding, in
the case of each Lender (or its Applicable Lending Office) and each Agent, taxes
imposed  on its  income,  and  franchise  taxes  imposed  on  it,  by:  (i)  the
jurisdiction  under the laws of which  such  Lender (or its  Applicable  Lending
Office) or such Agent (as the case may be) is  incorporated  or organized or any
political  subdivision  thereof,  (ii) the  jurisdiction  in which its principal
executive office is located or (iii) reason of any connection between it and the
jurisdiction  imposing such tax other than a connection  arising from its having
executed,  delivered or performed its  obligations  under,  or received  payment
under or enforced,  this Agreement (all such non-excluded taxes, duties, levies,
imposts,  deductions,  charges,  withholdings and liabilities  being hereinafter
referred to as "Taxes").  If the Borrower or the  Administrative  Agent shall be
required  by law to deduct or  withhold  any Taxes from or in respect of any sum
payable  under this  Agreement  or any other Loan  Document to any Lender or any
other Agent,  (i) the sum payable  shall be increased as necessary so that after
making all  required  deductions  and  withholdings  (including  deductions  and
withholdings applicable to additional sums payable under this Section 3.01) such
Lender or such Agent  receives an amount equal to the sum it would have received
had no such  deductions  been made, (ii) the Borrower shall make such deductions
and  withholdings,  (iii) the  Borrower  shall pay the full  amount  deducted or
withheld to the relevant taxation  Governmental  Authority or other authority in
accordance  with  applicable  law and (iv) the  Borrower  shall  furnish  to the
Administrative  Agent,  at the office of the  Administrative  Agent specified in
Schedule 10.02, the original or a certified copy of a receipt evidencing payment
thereof.

       (b)    Other Taxes.  In addition,  the Borrower agrees to pay any and all
present or future  stamp or  documentary,  excise or  property  taxes or similar
levies  (including  mortgage  recording taxes) which arise from any payment made
under  this  Agreement  or any other  Loan  Document  or from the  execution  or
delivery  of, or  otherwise  with  respect to, this  Agreement or any other Loan
Document (hereinafter referred to as "Other Taxes").


                                      -46-

<PAGE>


       (c)    Additional  Taxes.  If the  Borrower  fails to pay  Taxes or Other
Taxes in accordance with the provisions of Sections 3.01(a) or (b), the Borrower
agrees to indemnify  each Lender and each Agent for the full amount of Taxes and
Other  Taxes  (including  any Taxes or Other  Taxes  imposed or  asserted by any
jurisdiction  on amounts payable under this Section 3.01) paid by such Lender or
such Agent (as the case may be) and any liability (including penalties, interest
and expenses) arising from such failure or with respect thereto.

       (d)    Tax Forms and Certificates. Each Lender (or its Applicable Lending
Office) organized under the laws of a jurisdiction  outside the United States (a
"Non-U.S.  Lender"),  on or prior to the date of its  execution  and delivery of
this  Agreement in the case of each Lender listed on the signature  pages hereof
and in the  case of each  other  Lender  at least 5  Business  Days  before  the
effective date of such assignment or  participation  (unless the  Administrative
Agent in its sole  discretion  shall permit such assignee or participant to make
delivery  less than 5 Business  Days  before such date in which case it shall be
due on the date specified by the Administrative Agent), and, to the extent it is
legally  entitled  to do so,  from time to time  thereafter  as required by law,
shall  provide  the  Borrower  and the  Administrative  Agent  with (i) two duly
completed  copies  of  Internal  Revenue  Service  Form  W-8BEN  or  W-8ECI,  as
appropriate,  or any successor form prescribed by the Internal  Revenue Service,
certifying  that such Lender is entitled to benefits  under an income tax treaty
to which the United States is a party which  reduces or  eliminates  the rate of
withholding tax on payments of interest or certifying that the income receivable
pursuant to this Agreement is effectively  connected with the conduct of a trade
or business in the United  States or (ii) in the case of a Non-U.S.  Lender that
is not legally  entitled to deliver  either form listed in the  previous  clause
(i), (x) a certificate of a duly authorized  officer of such Non-U.S.  Lender to
the effect that such  Non-U.S.  Lender is not (A) a "bank" within the meaning of
Section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of the Borrower
within the  meaning of Section  881(c)(3)(B)  of the Code,  or (C) a  controlled
foreign corporation  receiving interest from a related person within the meaning
of  Section   881(c)(3)(C)  of  the  Code  (such   certificate,   an  "Exemption
Certificate") and (y) two duly completed copies of Internal Revenue Service Form
W-8BEN or  applicable  successor  form.  Notwithstanding  the  submission  of an
Internal  Revenue Service Form or Exemption  Certificate as provided for in this
Section  3.01(d)  claiming a reduced  rate of or  exemption  from United  States
withholding tax, the  Administrative  Agent shall be entitled to withhold United
States  federal  income  taxes  at  the  full  30%  withholding  rate  if in its
reasonable judgment it is required to do so under the due diligence requirements
imposed upon a  withholding  agent under ss.  1.1441-7(b)  of the United  States
federal income tax regulations (the "Regulations").  Further, the Administrative
Agent is indemnified under ss. 1.1461-1(e) of the Regulations against any claims
and demands of any Lender or assignee or  participant of a Lender for the amount
of any tax it deducts and withholds in  accordance  with  regulations  under ss.
1441 of the Internal Revenue Code.

       (e)    Failure to Provide Tax Forms and Certificates. For any period with
respect  to which a Lender  (or its  Applicable  Lending  Office)  has failed to
provide the  Borrower and the  Administrative  Agent with the  appropriate  form
pursuant to Section  3.01(d)  (unless such failure is due to a change in treaty,
law or regulation  occurring  subsequent to the date on which a form  originally
was   required  to  be   provided),   such  Lender  shall  not  be  entitled  to
indemnification  under Section  3.01(a) or 3.01(b) with respect to Taxes imposed
by the United States;  provided that should a Lender,  which is otherwise exempt
from  withholding tax, become subject to Taxes because of its failure to deliver
a form required to be delivered hereunder, the Borrower shall take such steps as
such Lender  shall  reasonably  request to assist  such  Lender to recover  such
Taxes.

       (f)    Obligations in Respect of Non-U.S. Lenders. The Borrower shall not
be required to indemnify any Non-U.S. Lender or to pay any additional amounts to
any  Non-U.S.  Lender,  in  respect of United  States  Federal  withholding  tax
pursuant to subsections  (a), (b) or (d) above to the extent that the obligation
to withhold  amounts  with  respect to United  States  Federal  withholding  tax


                                      -47-

<PAGE>


existed on the date such Non-U.S.  Lender became a party to this  Agreement (or,
in the  case  of a  participant,  on the  date  such  participant  acquired  its
participation interest) or, with respect to payments to a new Applicable Lending
Office,  the date such Non-U.S.  Lender  designated such new Applicable  Lending
Office with respect to a Loan; provided that this subsection (f) shall not apply
(i)  to  any  participant  or new  Applicable  Lending  Office  that  becomes  a
participant  or new  Applicable  Lending  Office as a result  of an  assignment,
participation,  transfer or designation  made at the request of the Borrower and
(ii) to the extent the indemnity payment or additional  amounts any participant,
or any Lender acting through a new Applicable Lending Office,  would be entitled
to receive  (without  regard to this subsection (f)) do not exceed the indemnity
payment  or  additional   amounts  that  the  Person   making  the   assignment,
participation or transfer to such participant, or Lender (or participant) making
the designation of such new Applicable Lending Office,  would have been entitled
to  receive  in the  absence  of such  assignment,  participation,  transfer  or
designation.

       (g)    Mitigation.  If the Borrower is required to pay additional amounts
to or for the account of any Lender (or its Applicable  Lending Office) pursuant
to this Section 3.01,  then such Lender will agree to use reasonable  efforts to
change the  jurisdiction of its Applicable  Lending Office so as to eliminate or
reduce any such additional  payment which may thereafter  accrue if such change,
in the judgment of such Lender, is not otherwise disadvantageous to such Lender.

       (h)    Tax Receipts.  Within thirty days after the date of any payment of
Taxes,  the Borrower shall furnish to the Agent the original or a certified copy
of a receipt evidencing such payment (to the extent one is so provided).

       Section 3.02 Illegality.  If, on or after the date of this Agreement, the
adoption  of any  applicable  Law, or any change in any  applicable  Law, or any
change in the  interpretation  or  administration  thereof  by any  Governmental
Authority,  central bank or comparable agency charged with the interpretation or
administration  thereof,  or compliance by any Lender (or its Applicable Lending
Office) with any request or  directive  (whether or not having the force of Law)
of any such authority,  central bank or comparable agency shall make it unlawful
or  impossible  for any  Lender  (or its  Applicable  Lending  Office)  to make,
maintain or fund any of its Eurodollar Loans and such Lender shall so notify the
Administrative  Agent,  the  Administrative  Agent shall  forthwith  give notice
thereof to the other  Lenders  and the  Borrower,  whereupon  until such  Lender
notifies the Borrower and the Administrative Agent that the circumstances giving
rise to such  suspension no longer exist,  the obligation of such Lender to make
Eurodollar Loans, or to convert  outstanding Loans into Eurodollar Loans,  shall
be suspended.  Before giving any notice to the Administrative  Agent pursuant to
this Section 3.02,  such Lender shall designate a different  Applicable  Lending
Office if such  designation  will avoid the need for giving such notice and will
not, in the  judgment  of such  Lender,  be  otherwise  disadvantageous  to such
Lender.  If such  notice is given,  each  Eurodollar  Loan of such  Lender  then
outstanding shall be converted to a Base Rate Loan either (i) on the last day of
the then current  Interest  Period  applicable to such  Eurodollar  Loan if such
Lender may lawfully  continue to maintain and fund such Loan to such day or (ii)
immediately if such Lender shall determine that it may not lawfully  continue to
maintain and fund such Loan to such day.

       Section 3.03 Basis for Determining Interest Rate Inadequate or Unfair. If
on or prior to the first day of any Interest Period for any Eurodollar Loan:

          (i)  the Administrative Agent determines (which determination shall be
     conclusive) that by reason of circumstances  affecting the relevant market,
     adequate and reasonable  means do not exist for ascertaining the applicable
     Eurodollar Rate for such Interest Period; or


                                      -48-

<PAGE>


          (ii) in the case of Eurodollar  Loans,  Lenders  having 50% or more of
     the aggregate  amount of the Commitments  advise the  Administrative  Agent
     that  the   Applicable   Interbank   Offered  Rate  as  determined  by  the
     Administrative  Agent will not  adequately  and fairly  reflect the cost to
     such Lenders of funding their Eurodollar Loans for such Interest Period;

       the  Administrative  Agent shall  forthwith  give  notice  thereof to the
Borrower and the Lenders,  whereupon until the Administrative Agent notifies the
Borrower that the circumstances  giving rise to such suspension no longer exist,
(i) the obligations of the Lenders to make  Eurodollar  Loans, or to continue or
convert  outstanding Loans as or into Eurodollar  Loans,  shall be suspended and
(ii) each  outstanding  Eurodollar Loan shall be converted into a Base Rate Loan
on the last day of the then current Interest Period applicable  thereto.  Unless
the Borrower notifies the Administrative Agent at least two Business Days before
the date of any Borrowing of Eurodollar Loans for which a Revolving Loan Request
has  previously  been  given  that it elects  not to borrow on such  date,  such
Borrowing  shall  instead be made as a Borrowing  of Base Rate Loans in the same
aggregate principal amount as the requested Borrowing.

       Section 3.04 Increased Costs and Reduced  Return.  (a) If on or after the
date  hereof,  the  adoption  of or any change in any  applicable  Law or in the
interpretation  or  application   thereof  applicable  to  any  Lender  (or  its
Applicable  Lending  Office),  or  compliance  by any Lender (or its  Applicable
Lending  Office) with any request or directive  (whether or not having the force
of Law) from any central bank or other Governmental Authority:

          (i)  shall subject such Lender (or its Applicable  Lending  Office) to
     any tax of any kind  whatsoever  with respect to any Letter of Credit,  any
     Eurodollar  Loans made by it or any of its Notes or its  obligation to make
     Eurodollar  Loans or to  participate  in Letters  of Credit,  or change the
     basis of taxation of  payments  to such Lender (or its  Applicable  Lending
     Office) in respect thereof (except for (A) Taxes and Other Taxes covered by
     Section 3.01  (including  Taxes imposed  solely by reason of any failure of
     such Lender to comply with its obligations  under Section  3.01(d)) and (B)
     changes in taxes  measured by or imposed  upon the  overall net income,  or
     franchise  tax (imposed in lieu of such net income tax),  of such Lender or
     its Applicable Lending Office, branch or any affiliate thereof));

          (ii) shall  impose,  modify or hold  applicable  any reserve,  special
     deposit,  compulsory  loan or similar  requirement  against assets held by,
     deposits or other liabilities in or for the account of, advances,  loans or
     other  extensions of credit by, or any other  acquisition  of funds by, any
     office of such  Lender  (or its  Applicable  Lending  Office)  which is not
     otherwise  included in the  determination of the Eurodollar Rate hereunder;
     or

          (iii) shall impose on such Lender (or its Applicable  Lending  Office)
     any other condition (excluding any tax of any kind whatsoever);

       and the result of any of the  foregoing  is to increase  the cost to such
Lender (or its Applicable Lending Office) of making, converting into, continuing
or maintaining any Eurodollar  Loans or issuing or  participating  in Letters of
Credit or to reduce any amount receivable hereunder in respect thereof, then, in
any such  case,  upon  notice to the  Borrower  from such  Lender,  through  the
Administrative Agent, in accordance herewith, the Borrower shall be obligated to
promptly pay such Lender,  upon its demand,  any additional amounts necessary to
compensate  such  Lender  on an  after-tax  basis  (after  taking  into  account
applicable deductions and credits in respect of the amount indemnified) for such
increased cost or reduced amount receivable.


                                      -49-

<PAGE>


       (b)    If any  Lender  shall have  determined  that the  adoption  or the
becoming  effective  of, or any  change  in, or any  change by any  Governmental
Authority,  central bank or comparable agency charged with the interpretation or
administration   thereof  in  the   interpretation  or  administration  of,  any
applicable Law, regarding capital adequacy, or compliance by such Lender, or its
parent  corporation,  with any request or directive  regarding  capital adequacy
(whether or not having the force of Law) of any such authority,  central bank or
comparable  agency,  has or would have the effect of reducing the rate of return
on such Lender's (or parent corporation's) capital or assets as a consequence of
its  commitments  or  obligations  hereunder  to a level  below  that which such
Lender,  or its parent  corporation,  could have achieved but for such adoption,
effectiveness, change or compliance (taking into consideration such Lender's (or
parent  corporation's)  policies with respect to capital  adequacy),  then, upon
notice from such Lender to the Borrower,  the Borrower shall be obligated to pay
to such Lender such additional  amount or amounts as will compensate such Lender
on an after-tax  basis  (after  taking into account  applicable  deductions  and
credits  in  respect  of  the  amount  indemnified)  for  such  reduction.  Each
determination by any such Lender of amounts owing under this Section 3.04 shall,
absent manifest error, be conclusive and binding on the parties hereto; provided
that the Borrower  shall not be required to  compensate  any Lender  pursuant to
subsection  (a)  above  or  this  subsection  (b) for any  additional  costs  or
reductions  suffered  more than 180 days prior to the date such Lender  notifies
the  Borrower  of the  circumstances  giving  rise to such  additional  costs or
reductions and of such Lender's intentions to claim compensation  therefor,  and
provided  further  that,  if the  change  in Law  or in  the  interpretation  or
administration  thereof  giving rise to such  additional  costs or reductions is
retroactive,  then the  180-day  period  referred  to above shall be extended to
include the period of retroactive effect thereof.

       (c)    A certificate  of each Lender setting forth such amount or amounts
as shall be  necessary  to  compensate  such  Lender or its  holding  company as
specified in subsection (a) or (b) above, as the case may be, shall be delivered
to the Borrower and shall be  conclusive  absent  manifest  error.  The Borrower
shall pay each Lender or the Issuing  Lender the amount shown as due on any such
certificate delivered by it within 10 Business Days after receipt of the same.

       (d)    Promptly after any Lender becomes aware of any  circumstance  that
will,  in its sole  judgment,  result in a request  for  increased  compensation
pursuant to this Section  3.04,  such Lender shall notify the Borrower  thereof.
Failure  on the part of any  Lender  so to  notify  the  Borrower  or to  demand
compensation  for any  increased  costs or  reduction  in  amounts  received  or
receivable  or  reduction  in return on capital with respect to any period shall
not  constitute  a waiver of such  Lender's  right to demand  compensation  with
respect to such period or any other period.  The protection of this Section 3.04
shall be available to each Lender  regardless of any possible  contention of the
invalidity or inapplicability of the law, rule,  regulation,  guideline or other
change or condition which shall have occurred or been imposed.

       Section 3.05 Funding  Losses.  The Borrower  shall  indemnify each Lender
against  any loss or  reasonable  expense  (including  any  loss of  anticipated
profits)  which such  Lender may  sustain or incur as a  consequence  of (i) any
failure by the Borrower to fulfill on the date of any  Borrowing  hereunder  the
applicable  conditions  set forth in Article IV, so long as any such  failure is
not  solely due to the  failure  of the Agent or any  Lender to comply  with its
obligations hereunder in all material respects, (ii) any failure by the Borrower
to  borrow  or to  refinance,  convert  or  continue  any Loan  hereunder  after
irrevocable  notice of such Borrowing,  refinancing,  conversion or continuation
has been given  pursuant to Section 2.02 or 2.08, so long as any such failure is
not  solely due to the  failure  of the Agent or any  Lender to comply  with its
obligations hereunder in all material respects, (iii) any payment, prepayment or
conversion of a Eurodollar Loan,  whether voluntary or involuntary,  pursuant to
any other provision of this Agreement or otherwise made on a date other than the
last day of the Interest Period applicable thereto, so long as any such payment,
prepayment  or  conversion  is not solely due to the failure of the Agent or any
Lender to comply with its obligations  hereunder in all material respects,  (iv)
any default in payment or prepayment of the principal  amount of any Loan or any


                                      -50-

<PAGE>


part thereof or interest  accrued  thereon,  as and when due and payable (at the
due date thereof, by irrevocable notice of prepayment or otherwise),  or (v) the
occurrence of any Event of Default,  including,  in each such case,  any loss or
reasonable  expense  sustained  or  incurred or to be  sustained  or incurred in
liquidating  or  employing  deposits  from third  parties  acquired to effect or
maintain  such  Loan or any part  thereof  as a  Eurodollar  Loan.  Such loss or
reasonable  expense  shall  include an amount  equal to the  excess,  if any, as
reasonably determined by such Lender, of (i) its cost of obtaining the funds for
the Loan being paid, prepaid, converted or not borrowed (based on the applicable
Eurodollar  Rate),  for the period  from the date of such  payment,  prepayment,
conversion  or  failure to borrow,  convert or  continue  to the last day of the
Interest  Period  for such Loan (or,  in the case of a failure  to  borrow,  the
Interest  Period for such Loan which  would have  commenced  on the date of such
failure to borrow,  convert or  continue)  over (ii) the amount of interest  (as
reasonably  determined  by such Lender) that would be realized by such Lender in
reemploying the funds so paid, prepaid, converted or not borrowed,  converted or
continued for such period or Interest Period,  as the case may be. A certificate
of any Lender  setting forth any amount or amounts which such Lender is entitled
to receive  pursuant to this Section 3.05 shall be delivered to the Borrower and
shall be conclusive absent manifest error.

       Section 3.06 Base Rate Loans  Substituted for Affected  Eurodollar Loans.
If (i)  the  obligation  of any  Lender  to  make,  or to  continue  or  convert
outstanding  Loans as or to,  Eurodollar  Loans has been  suspended  pursuant to
Section 3.02 or (ii) any Lender has demanded  compensation under Section 3.01 or
3.04 with  respect to its  Eurodollar  Loans,  and in any such case the Borrower
shall,  by at least 5 Business  Days' prior  notice to such  Lender  through the
Administrative  Agent,  have  elected that the  provisions  of this Section 3.06
shall apply to such  Lender,  then,  unless and until such Lender  notifies  the
Borrower  that the  circumstances  giving rise to such  suspension or demand for
compensation  no longer exist,  all Loans which would  otherwise be made by such
Lender as (or  continued as or converted to)  Eurodollar  Loans shall instead be
Base  Rate   Loans  (on  which   interest   and   principal   shall  be  payable
contemporaneously  with the related  Eurodollar Loans of the other Lenders).  If
such Lender  notifies the Borrower  that the  circumstances  giving rise to such
suspension or demand for  compensation no longer exist,  the principal amount of
each such Base Rate Loan shall be converted into a Eurodollar  Loan on the first
day of the next succeeding  Interest Period applicable to the related Eurodollar
Loans of the other Lenders.

                                   ARTICLE IV
                                   CONDITIONS

       Section 4.01 Conditions to  Effectiveness.  The amendment and restatement
of the Existing  Credit  Agreement and the obligation of each Lender to continue
Existing  Loans and make a Loan or issue a Letter  of  Credit  on the  Amendment
Effective Date are subject to the satisfaction of the following conditions:

       (a)    Executed Loan Documents.  Receipt by the  Administrative  Agent of
duly executed copies of: (i) this Agreement; and (ii) the Notes, if any, each of
which shall be in full force and effect.

       (b)    Legal  Matters.  All legal matters  incident to this Agreement and
the  borrowings  hereunder  shall be  satisfactory  to the  Agents and to Mayer,
Brown, Rowe & Maw LLP, counsel for the Agents.

       (c)    Organization  Documents.   The  Administrative  Agent  shall  have
received: (i) a copy of the Organization Documents of the Borrower, certified as
of a  recent  date  by the  Secretary  of  State  of  its  respective  state  of
organization,  and a certificate  as to the good standing of the Borrower,  from


                                      -51-

<PAGE>


such  Secretary  of  State,  as of a  recent  date;  (ii) a  certificate  of the
Secretary or Assistant  Secretary of the Borrower dated the Amendment  Effective
Date and certifying (A) that the Organization Documents of the Borrower have not
been  amended  since  the  date  of the  last  amendment  thereto  shown  on the
certificate of good standing  furnished  pursuant to clause (i) above;  (B) that
attached  thereto is a true and complete copy of the code of  regulations of the
Borrower as in effect on the Amendment  Effective  Date and at all times since a
date prior to the date of the  resolutions  described  in clause (C) below,  (C)
that attached thereto is a true and complete copy of resolutions duly adopted by
the board of directors of the Borrower  authorizing the execution,  delivery and
performance of the Loan Documents and the  borrowings  hereunder,  and that such
resolutions  have not been modified,  rescinded or amended and are in full force
and effect;  and (D) as to the incumbency and specimen signature of each officer
executing  any Loan  Document  or any other  document  delivered  in  connection
herewith on behalf of the Borrower;  (iii) a certificate  of another  officer of
the Borrower as to the  incumbency  and specimen  signature of the  Secretary or
Assistant Secretary executing the certificate pursuant to clause (ii) above; and
(iv) such other documents as the Administrative  Agent, the Syndication Agent or
Mayer, Brown, Rowe & Maw LLP, counsel for the Agents, may reasonably request.

       (d)    Officer's   Certificate.   The  Administrative  Agent  shall  have
received  a  certificate,  dated the  Amendment  Effective  Date and signed by a
Responsible  Officer  of  the  Borrower,  (i)  confirming  compliance  with  the
conditions  precedent set forth in subsections  (b), (c) and (d) of Section 4.02
and (ii) certifying the current Worthington's Ratings.

       (e)    Opinions  of  Counsel.   On  the  Amendment  Effective  Date,  the
Administrative  Agent shall have received a favorable  written opinion of Vorys,
Sater, Seymour and Pease LLP, special counsel to the Borrower or, as appropriate
or  customary,   of  in-house   counsel  of  the  Borrower,   addressed  to  the
Administrative  Agent and each  Lender,  dated  the  Amendment  Effective  Date,
substantially  in the form of  Exhibit D hereto  and  covering  such  additional
matters incident to the transactions  contemplated  hereby as the Administrative
Agent, the Syndication Agent or the Required Lenders may reasonably request.

       (f)    Financial  Statements.  The  Administrative  Agent and each Lender
shall have  received and be satisfied  with the audited  consolidated  financial
statements  of the Borrower for the fiscal year ending May 31, 2005,  audited by
KPMG,  or  other  nationally  recognized  independent  public  accountants,  and
containing  an  opinion  of such  firm that such  financial  statements  present
fairly,  in all  material  respects,  the  financial  position  and  results  of
operations of the Borrower and its Consolidated Subsidiaries and are prepared in
conformity with GAAP.

       (g)    Consents.   All  necessary  governmental  (domestic  or  foreign),
regulatory  and  third  party   approvals,   if  any,  in  connection  with  the
transactions  contemplated  by this Agreement and the other Loan Documents shall
have been obtained and remain in full force and effect, in each case without any
action being taken by any competent  authority  which could  restrain or prevent
such  transaction or impose,  in the reasonable  judgment of the  Administrative
Agent, materially adverse conditions upon the consummation of such transactions.

       (h)    Payment of Fees.  All costs,  fees and  expenses due to the Agents
and the Lenders on or before the Amendment Effective Date shall have been paid.

       (i)    Counsel Fees.  The  Administrative  Agent shall have received full
payment  from the  Borrower of the  reasonable  and actual fees and  expenses of
Mayer, Brown, Rowe & Maw LLP described in Section 10.04 which are billed through
the Amendment Effective Date.


                                      -52-

<PAGE>


       All  corporate  and legal  proceedings  and  instruments  and  agreements
relating to the  transactions  contemplated  by this  Agreement  or in any other
document  delivered  in  connection  herewith or therewith  shall be  reasonably
satisfactory  in form and  substance  to the Agents and their  counsel,  and the
Agents  shall have  received all  information  and copies of all  documents  and
papers, including records of corporate proceedings, governmental approvals, good
standing  certificates  and  bring-down  telegrams,  if any,  which  the  Agents
reasonably may have requested in connection therewith, such documents and papers
where   appropriate  to  be  certified  by  proper   corporate  or  Governmental
Authorities.  The documents  referred to in this Section 4.01 shall be delivered
to the  Administrative  Agent no later than the Amendment  Effective  Date.  The
certificates  and  opinions  referred  to in this  Section  shall be  dated  the
Amendment Effective Date.

       Promptly upon the  satisfaction  of each of the  conditions  contained in
this Section 4.01,  the  Administrative  Agent shall notify the Borrower and the
Lenders of the Amendment Effective Date, and such notice shall be conclusive and
binding on all parties hereto.

       Section 4.02 Conditions to All Credit  Extensions.  The obligation of any
Lender to make a Loan on the occasion of any  Borrowing,  and the  obligation of
any  Issuing  Lender to issue (or  renew or  extend  the term of) any  Letter of
Credit, is subject to the satisfaction of the following conditions:

       (a)    Notice.  The Borrower  shall have delivered (i) in the case of any
Revolving  Loan, to the  Administrative  Agent,  an  appropriate  Revolving Loan
Request,  duly executed and completed,  by the time specified in Section 2.02 or
2.03,  (ii) in the case of any  Letter of  Credit,  to the  Issuing  Lender,  an
appropriate  Letter of Credit  Request duly executed and completed in accordance
with the  provisions  of Section  2.06,  and (iii) in the case of any  Swingline
Loan,  to the Swingline  Lender,  a Swingline  Loan  Request,  duly executed and
completed, by the time specified in Section 2.02.

       (b)    Representations and Warranties. The representations and warranties
made by the  Borrower in any Loan  Document are true and correct in all material
respects at and as if made as of such date  except to the extent they  expressly
relate to an earlier date.

       (c)    No  Default.  No  Default or Event of  Default  shall  exist or be
continuing either prior to or after giving effect thereto.

       (d)    Availability.  Immediately  after giving effect to the making of a
Loan (and the  application  of the  proceeds  thereof)  or to the  issuance of a
Letter of Credit, as the case may be, (i) the Revolving  Outstandings  shall not
exceed  the  Revolving   Committed  Amount,  (ii)  the  sum  of  LC  Obligations
outstanding  shall not  exceed  the LC  Committed  Amount,  and (iii) the sum of
Swingline Loans outstanding shall not exceed the Swingline Committed Amount.

       The delivery of each  Revolving  Loan  Request,  Swingline  Loan Request,
notice  requesting an extension of the  availability  period for Revolving Loans
pursuant  to  Section  2.11(d)  and each  request  for a Letter of Credit  shall
constitute a  representation  and warranty by the Borrower of the correctness of
the matters specified in subsections (b) and (c) above.

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

       The Borrower represents and warrants to the Agents and the Lenders that:

       Section 5.01 Organization. The Borrower and each of its Active Restricted
Subsidiaries is a corporation duly organized and in good standing under the laws
of the state of its incorporation,  is duly qualified in all jurisdictions where


                                      -53-

<PAGE>


required by the conduct of its business or ownership of its assets, except where
the failure to so qualify would not have a Material Adverse Effect,  and has the
power and authority to own and operate its assets and to conduct its business as
is now done.

       Section 5.02 Financial Condition.

       (a)    Audited Financial  Statements.  The consolidated  balance sheet of
the  Borrower  and its  Consolidated  Subsidiaries  as of May 31,  2005  and the
related  consolidated  statements  of income and cash flows for the fiscal  year
then ended,  reported on by KPMG and set forth in the Borrower's 2005 Form 10-K,
a copy of which has been delivered to each of the Lenders,  fairly  present,  in
conformity with GAAP, the  consolidated  financial  position of the Borrower and
its Consolidated  Subsidiaries as of such date and their consolidated results of
operations and cash flows for such fiscal year.

       (b)    Material Adverse Change.  Since May 31, 2005,  except as reflected
in the  Borrower's  most  recent  filing  with the SEC  prior  to the  Amendment
Effective  Date,  there has been no change in the  business,  assets,  financial
condition  or  operations  of the Borrower  and its  Consolidated  Subsidiaries,
considered as a whole, that would materially and adversely affect the Borrower's
ability to perform any of its respective obligations under this Agreement or the
other Loan Documents (a "Material Adverse Change"),  and no event or development
has occurred which could  reasonably be expected to result in a Material Adverse
Effect.

       (c)    Post-Closing   Financial  Statements.   The  financial  statements
delivered to the Lenders pursuant to Section 6.01(a)(i),  (a)(iii), (b) and (c),
if any, (i) have been prepared in accordance  with GAAP (except as may otherwise
be permitted under Section 6.01(a), (b) and (c)) and (ii) present fairly (on the
basis  disclosed in the  footnotes  to such  financial  statements,  if any) the
consolidated  financial  condition,  results of operations and cash flows of the
Borrower and its  Consolidated  Subsidiaries as of the respective  dates thereof
and for the respective periods covered thereby.

       Section  5.03  Litigation,  Etc.  As of the  date  hereof,  there  are no
actions, suits,  proceedings or governmental  investigations pending, or, to its
knowledge,  threatened against the Borrower or any of its Subsidiaries which, in
the  reasonable  judgment of the  Borrower,  would result in a Material  Adverse
Effect.

       Section 5.04 Taxes.  The Borrower and its  Restricted  Subsidiaries  have
filed all United States  Federal  income tax returns and all other  material tax
returns  which  are  required  to be filed by them and have  paid all  taxes due
pursuant to such returns or pursuant to any assessment  received by the Borrower
or any Restricted Subsidiary. The charges, accruals and reserves on the books of
the  Borrower  and its  Restricted  Subsidiaries  in  respect  of taxes or other
governmental charges are, in the opinion of the Borrower, adequate.

       Section 5.05  Authority.  The  Borrower  has full power and  authority to
enter into the transactions provided for in this Agreement.  The documents to be
executed by it in connection with this Agreement, when executed and delivered by
it will constitute the legal, valid and binding obligations of it enforceable in
accordance  with their  respective  terms except as such  enforceability  may be
limited by  applicable  bankruptcy,  reorganization,  insolvency,  moratorium or
similar  laws in effect  from time to time  affecting  the  rights of  creditors
generally and except as such enforceability may be subject to general principles
of  equity  (regardless  of  whether  such  enforceability  is  considered  in a
proceeding at law or in equity).

       Section  5.06  Other  Defaults.  There  does not now exist  any  material
default or violation by the Borrower or any  Restricted  Subsidiary  of or under
any of the terms,  conditions or obligations of: (i) its Articles or Certificate
of Incorporation and Regulations or Bylaws,  as applicable,  (ii) any indenture,


                                      -54-

<PAGE>


mortgage,  deed of  trust,  franchise,  permit,  contract,  agreement,  or other
instrument  to which  it is a party  or by  which it is bound or (iii)  any law,
regulation,  ruling, order,  injunction,  decree, condition or other requirement
applicable  to or imposed upon it by any law or by any  governmental  authority,
court or agency;  and the  transactions  contemplated  by this Agreement and the
other Loan Documents  will not result in any such default or violation.  As used
herein,  a material  default or violation  will mean one which would result in a
Material Adverse Effect.

       Section 5.07  Licenses,  Etc.  The  Borrower  and each of its  Restricted
Subsidiaries has obtained any and all licenses,  permits,  franchises,  or other
governmental  authorizations  necessary for the ownership of its  properties and
the conduct of its business,  except where failure to obtain any such item would
not cause a Material Adverse Effect.

       Section  5.08 ERISA.  The  Borrower  and each of its  Subsidiaries  is in
compliance  with the  applicable  provisions  of ERISA,  the related  applicable
provisions of the Code and other Federal and state laws and the  regulations and
published  interpretations  thereunder,  to the  extent  necessary  to  avoid  a
Material Adverse Effect.

       Section 5.09 Environmental Matters. The Borrower and its Subsidiaries are
in material  compliance with Environmental Laws and neither the Borrower nor any
of its  Subsidiaries  are  subject  to any  liability  or  obligation  under any
Environmental Laws which would have a Material Adverse Effect.

       Section  5.10  Ownership  of  Property;  Liens.  The  Borrower  and  each
Restricted  Subsidiary has good record and marketable title in fee simple to, or
valid  leasehold  interests  in,  all  real  property  necessary  or used in the
ordinary conduct of its business, except for such defects in title as would not,
individually  or in the aggregate,  have a Material  Adverse  Effect.  As of the
Amendment  Effective  Date,  the  property of the  Borrower  and its  Restricted
Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.02.

       Section 5.11 Insurance. The properties of the Borrower and its Restricted
Subsidiaries are insured with responsible  insurance  companies  against loss or
damage from hazards and the Borrower and its  Restricted  Subsidiaries  maintain
public  liability  insurance,  all in  amounts  reasonably  consistent  with the
Borrower's current practices.

       Section  5.12  Subsidiaries.  Schedule  5.12 sets  forth a  complete  and
accurate list as of the Amendment Effective Date of all Restricted  Subsidiaries
of the Borrower. Schedule 5.12 sets forth as of the Amendment Effective Date the
jurisdiction  of  formation  of each such  Restricted  Subsidiary,  and for each
Restricted  Subsidiary  which is not a Wholly-Owned  Subsidiary of the Borrower,
the number of authorized  shares of each class of Equity  Interests of each such
Restricted Subsidiary,  the number of outstanding shares of each class of Equity
Interests,  the number and  percentage  of  outstanding  shares of each class of
Equity  Interests  of  each  such  Restricted   Subsidiary  owned  (directly  or
indirectly) by any Person and the number and effect, if exercised, of all Equity
Equivalents with respect to Capital Stock of each such Restricted Subsidiary.

       Section 5.13 Margin  Regulation;  Investment  Company Act; Public Utility
Holding  Company Act. (a) None of the Borrower and 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  "margin  stock"  within the
meaning of  Regulation  U. No part of the  Letters of Credit or  proceeds of the
Loans will be used,  directly,  or indirectly,  for the purpose of purchasing or
carrying any "margin  stock" within the meaning of Regulation U. If requested by
any  Lender or the  Administrative  Agent,  the  Borrower  will  furnish  to the
Administrative  Agent and each Lender a  statement  to the  foregoing  effect in
conformity with the  requirements of FR Form U-1 referred to in Regulation U. No


                                      -55-

<PAGE>


indebtedness  being  reduced or retired out of the  proceeds of the Loans was or
will be incurred  for the purpose of  purchasing  or carrying  any margin  stock
within the meaning of Regulation U or any "margin  security"  within the meaning
of  Regulation  T. "Margin  stock"  within the meaning of  Regulation U does not
constitute more than 25% of the value of the consolidated assets of the Borrower
and its Consolidated Subsidiaries. None of the transactions contemplated by this
Agreement  (including  the direct or indirect  use of the proceeds of the Loans)
will violate or result in a violation  of the  Securities  Act, as amended,  the
Exchange Act or regulations issued pursuant thereto, or Regulation T, U or X.

       (b)    None of the Borrower and its Subsidiaries is subject to regulation
under the Public Utility  Holding  Company Act of 1935, the Federal Power Act or
the Investment  Company Act of 1940, each as amended.  In addition,  none of the
Borrower and its  Subsidiaries  is (i) an  "investment  company"  registered  or
required to be registered under the Investment  Company Act of 1940, as amended,
(ii) controlled by such a company,  or (iii) a "holding company",  a "subsidiary
company" of a "holding company",  or an "affiliate" of a "holding company" or of
a "subsidiary" of a "holding company",  within the meaning of the Public Utility
Holding Company Act of 1934, as amended.

       (c)    No director,  executive  officer or principal holder of any Equity
Interest of the  Borrower or any of its  Subsidiaries  is a director,  executive
officer or principal  shareholder of any Lender.  For the purposes  hereof,  the
terms "director",  "executive  officer" and "principal  shareholder"  (when used
with reference to any Lender) have the respective  meanings  assigned thereto in
Regulation O.

       Section   5.14   Disclosure.   No   statement,    information,    report,
representation,  or  warranty  made by the  Borrower  in any  Loan  Document  or
furnished  to the  Agents  or any  Lender by or on  behalf  of the  Borrower  as
required by any Loan Document  contains any untrue  statement of a material fact
or omits any material  fact  required to be stated  therein or necessary to make
the  statements  therein,  in light of the  circumstances  under which they were
made, not misleading in any material respect.

       Section 5.15 Anti-Terrorism Laws.

       (a)    None of the  Borrower  nor or any  Subsidiary  or Affiliate of the
Borrower is in violation of any Anti-Terrorism Law or engages in or conspires to
engage in any transaction  that evades or avoids,  or has the purpose of evading
or avoiding,  or attempts to violate,  any of the  prohibitions set forth in any
Anti-Terrorism Law.

       (b)    None of the  Borrower  nor or any  Subsidiary  or Affiliate of the
Borrower or, to the knowledge of the Borrower, their respective agents acting or
benefiting  in any capacity in connection  with the Loans,  Letters of Credit or
other transactions hereunder, is a Blocked Person.

       (c)    None of the Borrower nor, to the knowledge of the Borrower, any of
its agents  acting in any  capacity  in  connection  with the Loans,  Letters of
Credit or other  transactions  hereunder (i) conducts any business or engages in
making or receiving any  contribution of funds,  goods or services to or for the
benefit of any Blocked  Person,  or (ii) deals in, or  otherwise  engages in any
transaction  relating to, any property or interests in property blocked pursuant
to the Executive Order No. 13224.

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

       The  Borrower  agrees  that  so  long as any  Lender  has any  Commitment
hereunder, any Obligation or other amount payable hereunder or under any Note or
other Loan Document or any LC Obligation  remains unpaid or any Letter of Credit
remains in effect:


                                      -56-

<PAGE>


       Section 6.01  Information.  The  Borrower  will  furnish,  or cause to be
furnished, to the Administrative Agent and each of the Lenders:

       (a)    Certain SEC Filings and Shareholder Reports. As soon as available,
and in any event  within  14 days of the  filing or  distribution  thereof,  (i)
copies  of all  periodic  reports  on Forms  10-K and 10-Q,  (ii)  copies of all
current  reports on Form 8-K, and (iii) its annual  reports to its  shareholders
(in all cases as filed with the Securities and Exchange Commission).

       (b)    Annual  Financial  Statements.  If the Borrower is not required to
file 10-K filings with the Securities  and Exchange  Commission or does not file
the same within 75 days after the end of each fiscal year, as soon as available,
and in any  event  within  75 days  after  the end of  each  fiscal  year of the
Borrower,  a consolidated balance sheet and income statement of the Borrower and
its  Consolidated  Subsidiaries,  as of the end of  such  fiscal  year,  and the
related  consolidated  statements of operations  and retained  earnings and cash
flows for such fiscal  year,  setting  forth in  comparative  form  consolidated
figures for the preceding  fiscal year, all such  financial  statements to be in
reasonable  form  and  detail  and  audited  by  independent   certified  public
accountants  of  recognized  national  standing  reasonably  acceptable  to  the
Administrative  Agent and accompanied by an opinion of such  accountants  (which
shall not be subject to any  qualifications or exceptions as to the scope of the
audit nor to any  qualifications or exceptions not reasonably  acceptable to the
Required Lenders) to the effect that such consolidated financial statements have
been prepared in accordance with GAAP and present fairly in accordance with GAAP
the consolidated  financial position and consolidated  results of operations and
cash flows of the Borrower and its Consolidated  Subsidiaries in accordance with
GAAP  consistently  applied  (except  for  changes  with which such  accountants
concur).

       (c)    Quarterly Financial Statements. If the Borrower is not required to
file 10-Q filings with the Securities  and Exchange  Commission or does not file
the same within 45 days after the end of each fiscal year, as soon as available,
and in any event  within 45 days after the end of each of the first three fiscal
quarters in each fiscal year of the Borrower,  a  consolidated  balance sheet of
the  Borrower  and its  Consolidated  Subsidiaries  as of the end of such fiscal
quarter,  together  with  related  consolidated  statements  of  operations  and
retained  earnings  and cash flows for such fiscal  quarter and the then elapsed
portion of such fiscal year,  setting  forth in  comparative  form  consolidated
figures for the  corresponding  periods of the preceding  fiscal year,  all such
financial  statements to be in form and detail and reasonably  acceptable to the
Administrative  Agent,  and  accompanied by a certificate of the chief financial
officer of the Borrower to the effect that such quarterly  financial  statements
have been prepared in accordance with GAAP and present fairly in accordance with
GAAP  in  all  material  respects  the  consolidated   financial   position  and
consolidated  results  of  operations  and cash  flows of the  Borrower  and its
Consolidated  Subsidiaries in accordance with GAAP consistently applied, subject
to changes  resulting from normal year-end audit  adjustments and the absence of
footnotes required by GAAP.

       (d)    Officer's  Certificate.  At the time of delivery of the  financial
statements  provided  for in Sections  6.01(a),  6.01(b) and  6.01(c)  above,  a
certificate  of the chief  financial  officer of the Borrower (i)  demonstrating
compliance with the financial covenants contained in Section 7.13 by calculation
thereof as of the end of the fiscal period covered by such financial statements,
(ii)  stating that no Default or Event of Default  exists,  or if any Default or
Event of Default does exist,  specifying  the nature and extent thereof and what
action the Borrower  proposes to take with respect  thereto,  and (iii)  stating
whether,  since  the  date of the most  recent  financial  statements  delivered
hereunder,  there  has been any  material  change  in the  GAAP  applied  in the
preparation  of the financial  statements  of the Borrower and its  Consolidated
Subsidiaries, and, if so, describing such change.

       (e)    Reports.  Promptly  after the same are  available,  copies of each
annual  report,  proxy or financial  statement or other report or  communication
sent to the  stockholders  of the Borrower,  and copies of all annual,  regular,


                                      -57-

<PAGE>

periodic and special reports and registration  statements which the Borrower may
file or be required to file with the  Securities and Exchange  Commission  under
Section 13 or 15(d) of the  Securities  Exchange Act of 1934,  and not otherwise
required to be delivered to the Administrative Agent pursuant hereto.

       (f)    Notices.  Prompt  notice of: (i) the  occurrence of any Default or
Event of Default;  (ii) breach or  non-performance  of, or any default  under, a
material  Contractual  Obligation of the Borrower or any  Subsidiary;  (iii) any
dispute,  litigation,  investigation,   proceeding  or  suspension  between  the
Borrower or any Subsidiary and any Governmental Authority; (iv) the commencement
of, or any material  development in, any litigation or proceeding  affecting the
Borrower or any Subsidiary,  including pursuant to any applicable  Environmental
Law;  (v) the  occurrence  of any  ERISA  Event;  (vi) any  material  change  in
accounting  policies or  financial  reporting  practice  by the  Borrower or any
Restricted Subsidiary; and (vii) of any public announcement by Moody's or S&P of
any change or possible  change in  Worthington's  Ratings;  provided that in the
case of the events set forth in clauses  (ii)  through  (v), of this  subsection
(f), any such event has had, or the Borrower  reasonably expects such event will
have, a Material  Adverse  Effect.  Each notice pursuant to this Section 6.01(f)
shall (i) be accompanied by a statement of a Responsible Officer of the Borrower
setting  forth  details of the  occurrence  referred to therein and stating what
action the Borrower has taken and proposes to take with respect thereto and (ii)
describe with  particularity  any and all  provisions of this Agreement or other
Loan Document that have been breached.

       (g)    Other  Information.   With  reasonable   promptness  upon  request
therefor, such other information regarding the business, properties or financial
condition of the Borrower or any  Restricted  Subsidiary  as the  Administrative
Agent or the Required Lenders may reasonably request.

       Section 6.02 Books and Records. The Borrower will, and will cause each of
its  Restricted  Subsidiaries  to,  maintain  proper  books of account and other
records and enter  therein  complete and accurate  entries and records of all of
its  transactions  and  give  representatives  of the  Agents,  at the  Lenders'
expense, reasonable access thereto at all reasonable times, including permission
to examine,  copy and make abstracts from any of such books and records and such
other information as it may from time to time reasonably  request.  In addition,
it will be available to the Lenders,  or cause its officers to be available from
time to time upon  reasonable  notice to discuss  the  status of the Loans,  its
business and any statements, records or documents furnished or made available to
the Lenders in connection with this Agreement.

       Section 6.03 Payment of  Obligations.  The Borrower  will, and will cause
each of its  Restricted  Subsidiaries  to, pay and  discharge  as the same shall
become due and payable,  all its  obligations and liabilities the non-payment of
which could reasonably be expected to have a Material Adverse Effect, including:
(i) material  taxes,  assessments,  charges,  levies and other similar  material
liabilities imposed upon it, its income, profits,  property or business,  except
those  which  currently  are  being  contested  in  good  faith  by  appropriate
proceedings  and for  which it has set aside  reserves  or made  other  adequate
provision  with respect  thereto;  and (ii) all lawful claims which,  if unpaid,
would by law become a Lien upon its property which is not a Permitted Lien.

       Section 6.04 Compliance with Laws. The Borrower will, and will cause each
of its Restricted Subsidiaries to, comply in all material respects with all laws
and  regulations  applicable  to each  of them  and to the  operation  of  their
respective   businesses,   including   without   limitation  those  relating  to
environmental and health matters, and do all things necessary to maintain, renew
and keep in full force and effect all rights, permits,  licenses,  certificates,
satisfactory  clearances  and  franchises  necessary  to enable them to continue
their respective businesses,  to the extent its failure to comply with or do any
of the foregoing could result in a Material Adverse Effect.


                                      -58-

<PAGE>


       Section 6.05 Environmental Violations.  The Borrower will promptly notify
the  Administrative  Agent of any violation by it or any of its  Subsidiaries of
any  Environmental  Law; to the extent such violation  would,  in the reasonable
judgment of the Borrower, have a Material Adverse Effect.

       Section  6.06  ERISA  Compliance.  To the extent  necessary  to prevent a
Material  Adverse  Effect,  the  Borrower  will,  and  will  cause  each  of its
Subsidiaries to, comply in all material respects with the applicable  provisions
of ERISA,  the applicable  related  provisions of the Code and other Federal and
state laws.

       Section 6.07 Maintenance of Properties. The Borrower will, and will cause
each of its Restricted  Subsidiaries to, (i) maintain,  preserve and protect all
of its material  properties  and  equipment  necessary  in the  operation of its
business in good working order and  condition,  ordinary wear and tear excepted,
and (ii) make all  necessary  repairs  thereto  and  renewals  and  replacements
thereof,  except in each case where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

       Section 6.08 Maintenance of Insurance.  The Borrower will, and will cause
each of its Restricted  Subsidiaries  to,  maintain  insurance with  responsible
insurance companies against loss or damage from hazards and the Borrower and its
Restricted Subsidiaries will maintain public liability insurance, all in amounts
reasonably consistent with the Borrower's current practice.

       Section 6.09 Use of Proceeds.  The Borrower  will use the proceeds of the
Credit  Extensions  for working  capital and other general  corporate  purposes,
including,  without  limitation,  capital  expenditures or acquisitions,  not in
contravention of any Law or of any Loan Document.

       Section  6.10 Tax  Shelter  Regulations.  In the event that the  Borrower
intends to treat the Loans and/or the Letters of Credit and related transactions
as being a "reportable  transaction"  (within the meaning of Treasury Regulation
Section  1.6011-4),  the Borrower  will  promptly (i) notify the  Administrative
Agent  thereof,  and (ii) deliver to the  Administrative  Agent a duly completed
copy of IRS Form 8886 or any successor form.

                                  ARTICLE VII
                               NEGATIVE COVENANTS

       The  Borrower  agrees  that  so  long as any  Lender  has any  Commitment
hereunder, any Obligation or other amount payable hereunder or under any Note or
other Loan Document or any LC Obligation  remains unpaid or any Letter of Credit
remains unexpired:

       Section 7.01 Limitation on Indebtedness of Restricted  Subsidiaries.  The
Borrower  will not cause or permit any  Restricted  Subsidiary  to,  directly or
indirectly, incur, create, assume or permit to exist any Indebtedness except:

          (i)  Indebtedness of a Person existing at the time such Person becomes
     a  Subsidiary  of the  Borrower  (including  any  Indebtedness  of a Person
     existing  at the time such  Person is merged  with or into or  consolidated
     with a Subsidiary of the Borrower, or at the time of a sale, lease or other
     disposition of all or substantially  all of the properties of a Person to a
     Subsidiary  of the  Borrower);  provided  that  such  Indebtedness  was not
     incurred in connection with, or in anticipation of, such event;

          (ii) Indebtedness owing to the Borrower,  any Restricted Subsidiary or
     Worthington  Receivables  Corporation  (or any  replacement  or  substitute
     thereof);


                                      -59-

<PAGE>


          (iii) Indebtedness   existing  as  of  the  Amendment  Effective  Date
     evidenced by Existing  Letters of Credit and other letters of credit issued
     from time to time after the Amendment Effective Date for the benefit of the
     Borrower or any Restricted  Subsidiary  other than pursuant to Section 2.06
     of this  Agreement;  provided that the sum of (A) the maximum  amount which
     is, or at any time thereafter may become,  available to be drawn under such
     Existing  Letters of Credit or other letters of credit then outstanding and
     (B)  the  aggregate  amount  of  all  payments  or  disbursements  not  yet
     reimbursed by the Borrower or any  Restricted  Subsidiary to the applicable
     letter of credit issuer in respect of drawings under such Existing  Letters
     of Credit or other letters of credit,  shall not exceed  $20,000,000 in the
     aggregate at any time; and

          (iv) other Indebtedness of the Restricted Subsidiaries in an aggregate
     principal  amount  at  any  time  outstanding  not  in  excess  of  10%  of
     Consolidated Net Tangible Assets.

       Section 7.02  Restriction  on Liens.  The Borrower will not, and will not
cause or permit any Restricted  Subsidiary to, incur, create,  assume, become or
be liable in any way, or suffer to exist any mortgage,  pledge, lien, charge, or
other  encumbrance  of any  nature  whatsoever  on any  of  its  assets,  now or
hereafter owned, other than Permitted Liens.

       Section 7.03  Investments.  The Borrower  will not, and will not cause or
permit any  Restricted  Subsidiary  to, make or acquire,  any  Investment in any
Person,  except the following  (such  Investments  described  below being herein
referred to as "Permitted Investments"):

          (i)  Investments other than those permitted by subsections (i) through
     (xii) existing on the date hereof and listed on Schedule 7.03;

          (ii) Investments held by the Borrower or such Restricted Subsidiary in
     the form of Cash Equivalents;

          (iii) advances to officers,  directors  and  employees of the Borrower
     and  Subsidiaries  for  travel,  entertainment,  relocation  and  analogous
     ordinary business purposes, in each case only to the extent that the making
     or  incurrence  of any  such  advance  or  obligation  to any  director  or
     executive  officer (or  equivalent  thereof)  would not be in  violation of
     Section 402 of the Sarbanes-Oxley Act;

          (iv) Investments  of the Borrower in any  Restricted  Subsidiary or of
     any Restricted Subsidiary in the Borrower or another Restricted Subsidiary;

          (v)  Investments  consisting  of extensions of credit in the nature of
     accounts  receivable or notes receivable  arising from the sale or lease of
     goods or services  in the  ordinary  course of  business,  and  Investments
     received in satisfaction or partial  satisfaction  thereof from financially
     troubled  account  debtors to the extent  reasonably  necessary in order to
     prevent or limit loss;

          (vi) Guaranty Obligations permitted by Section 7.01;

          (vii) Investments permitted by Section 7.04;

          (viii) Investments consisting of capital expenditures or inventory for
     use by or in the business of the Borrower or a Restricted Subsidiary;


                                      -60-

<PAGE>


          (ix) Investments in any Person of which the Borrower or any Restricted
     Subsidiary is, or becomes as a result of such  Investment,  the Controlling
     Person,  or Investments in any assets which are acquired by the Borrower or
     a Restricted  Subsidiary;  provided  that as at the end of the  immediately
     preceding  fiscal  quarter  prior to and  after  giving  effect to any such
     Investment,  the  Borrower is in pro forma  compliance  with the  financial
     covenants set forth in Section 7.13;

          (x)  Investments  (including  Investments  made in connection with the
     acquisition  of  assets)  in  any  Person  of  which  the  Borrower  or any
     Restricted  Subsidiary is not the Controlling  Person;  provided that as at
     the end of the  immediately  preceding  fiscal  quarter  prior to and after
     giving  effect  to any  such  Investment,  the  Borrower  is in  pro  forma
     compliance with the financial covenants set forth in Section 7.13; provided
     further  that the  initial  amount  (determined  at the time  made) of such
     Investments  which  are made  after  the  Closing  Date  shall  not  exceed
     $100,000,000 in the aggregate;

          (xi) Investments   in  the  nature  of  seller   financing   or  other
     consideration received in a Disposition permitted under Section 7.05;

          (xii) additional   Investments   not  exceeding   $25,000,000  in  the
     aggregate in any fiscal year of the Borrower.

       Section 7.04 Merger.  The Borrower will not, and will not cause or permit
any Restricted Subsidiary to, merge or consolidate with or into any other Person
except:  (i)  any  Restricted  Subsidiary  or any  other  Person  may  merge  or
consolidate  with the Borrower;  provided that (a) the Borrower is the surviving
entity of such merger or  consolidation  and (b) such  surviving  entity has the
majority of its property and assets within the continental  limits of the United
States  of  America;  or (ii) the  Borrower  may merge or  consolidate  with any
Restricted  Subsidiary;  provided  that (a) such  Restricted  Subsidiary  is the
surviving entity of such merger or  consolidation,  (b) such surviving entity is
organized and existing under the laws of a state of the United States,  (c) such
surviving  entity  has the  majority  of its  property  and  assets  within  the
continental limits of the United States of America and (d) such surviving entity
assumes in writing all of the  obligations and liabilities of the Borrower under
the Loan Documents;  or (iii) any Restricted Subsidiary may merge or consolidate
with any other  Person;  provided  that the  surviving  entity of such merger or
consolidation is a Restricted Subsidiary after such merger or consolidation;  or
(iv)  any  merger  may  be  consummated  in  furtherance  of a  Disposition  not
prohibited  under  Section  7.05;  or (v) any  Foreign  Subsidiary  may merge or
consolidated  into any Foreign  Subsidiary;  provided  that with  respect to any
merger  or  consolidation  described  in  subsections  (i)  through  (v)  above,
immediately  prior  to and  after  giving  effect  to any such  transaction,  no
condition  or event exists  which  constitutes  a Default or an Event of Default
shall have occurred and be continuing.

       Section 7.05  Dispositions.  The Borrower will not, and will not cause or
permit any  Restricted  Subsidiary  to, make any  Disposition  or enter into any
agreement to make any Disposition of all or  substantially  all of the assets of
the Borrower and its Subsidiaries on a consolidated basis.

       Section 7.06 ERISA.  The Borrower  will not, and will not cause or permit
any Subsidiary to, at any time engage in a transaction which could be subject to
Section  4069 or  4212(c)  of  ERISA,  or permit  any Plan to (i)  engage in any
non-exempt  "prohibited  transaction"  (as defined in Section 4975 of the Code);
(ii) fail to comply with ERISA or any other  related  applicable  Laws; or (iii)
incur any material  "accumulated  funding deficiency" (as defined in Section 302
of ERISA),  which, with respect to each event listed above,  could be reasonably
expected to have a Material Adverse Effect.


                                      -61-

<PAGE>


       Section 7.07 Designation of Restricted and Unrestricted Subsidiaries. (a)
Schedule  7.07  sets  forth a  complete  and  accurate  list  of the  Borrower's
Unrestricted Subsidiaries as of the Amendment Effective Date. From and after the
Amendment  Effective Date, the Borrower may designate any Restricted  Subsidiary
as an Unrestricted Subsidiary; provided that: (i) immediately prior to and after
giving  effect to such change in  designation  no Default or an Event of Default
would  exist  and (ii) the  designation  of the  Subsidiary  as an  Unrestricted
Subsidiary  would not have a Material  Adverse  Effect;  provided  further  that
Borrower  may  not  designate  any  Restricted   Subsidiaries   as  Unrestricted
Subsidiaries if the aggregate operating income of the Restricted Subsidiaries so
designated  at that time  would  account  for more than 30% of the  consolidated
operating income of the Borrower and its Consolidated  Subsidiaries for the most
recently  completed  four  fiscal  quarters.  Thereafter  for  purposes  of such
calculation  operating  income  (including  operating  income from prior  fiscal
quarters) of Unrestricted  Subsidiaries  will be excluded from the  consolidated
operating income of the Borrower and its Consolidated Subsidiaries.

       (b)    From and after the Closing Date,  the Borrower shall not designate
any Unrestricted Subsidiary which otherwise meets the definition of a Restricted
Subsidiary,  as a  Restricted  Subsidiary,  unless if, and only if,  immediately
after giving effect to such change in  designation:  (i) any and all outstanding
Indebtedness of such Subsidiary could then have been incurred in compliance with
Section  7.01 and (ii)  immediately  prior to and  after  giving  effect to such
change in  designation  no Default or an Event of Default would exist;  provided
that if Borrower has designated a Subsidiary  which was previously  treated as a
Restricted  Subsidiary  as an  Unrestricted  Subsidiary  during the term of this
Agreement,  Borrower may not again  designate  such  Subsidiary  as a Restricted
Subsidiary without the consent of the Required Lenders.

       (c)    Any change in  designation  pursuant to this  Section 7.07 will be
made by the Borrower  giving  written notice to the  Administrative  Agent on or
prior to the date for such change in  designation,  specifying such date and the
name of the Subsidiary whose designation is to be so changed,  which notice will
be  accompanied  by an  officer's  certificate  certifying  that the  conditions
required for such change in designation will not be violated. The Administrative
Agent will promptly provide a copy of such change in designation to the Lenders.
Notwithstanding  the  foregoing,  if due to an  acquisition  or other event,  in
either  case to the extent  permitted  by this  Agreement,  which  would cause a
Person  which  was  not  previously  a  Consolidated   Subsidiary  to  become  a
Consolidated Subsidiary,  Borrower may immediately elect to have such Person not
become  a  Consolidated   Subsidiary,   but  instead  to  be  designated  as  an
Unrestricted Subsidiary.

       Section  7.08 Change in Nature of Business.  The  Borrower  will not, and
will not cause or permit any  Restricted  Subsidiary  to, make any change in its
business  which  would  cause the type of business  primarily  conducted  by the
Borrower and its Restricted Subsidiaries, considered on a consolidated basis, to
be materially  different from the type of business  primarily being conducted on
the Amendment Effective Date.

       Section 7.09  Transactions  with  Affiliates.  The Borrower will not, and
will not cause or permit any  Restricted  Subsidiary to, enter into any material
transaction,  including,  without  limitation,  any  purchase,  sale,  lease  or
exchange of property or the  rendering of any service with any  Affiliate of the
Borrower  (other  than  a  Restricted   Subsidiary),   other  than  arm's-length
transactions with Affiliates that are otherwise permitted hereunder.

       Section 7.10 Burdensome  Agreements.  The Borrower will not, and will not
cause or  permit  any  Restricted  Subsidiary  to,  enter  into any  Contractual
Obligation  that materially  limits the ability of any Restricted  Subsidiary to
make  Restricted  Payments to the  Borrower or to otherwise  generally  transfer
property to the Borrower.


                                      -62-

<PAGE>


       Section 7.11 Use of Proceeds.  The Borrower  will not, and will not cause
or  permit  any  Restricted  Subsidiary  to,  use  the  proceeds  of any  Credit
Extension, whether directly or indirectly, and whether immediately, incidentally
or  ultimately,  to  purchase  or carry  margin  stock  (within  the  meaning of
Regulation  U of the  Board) or to extend  credit to others  for the  purpose of
purchasing  or  carrying  margin  stock  or to  refund  indebtedness  originally
incurred for such purpose.

       Section 7.12 Governance Documents.  The Borrower will not amend or change
its  Articles of  Incorporation  or code of  regulations  in any manner which is
materially adverse to the Lenders.

       Section 7.13 Financial Covenants.

       (a)    Interest Coverage Ratio. The Borrower will not permit the Interest
Coverage  Ratio  for any  period  of four  consecutive  fiscal  quarters  of the
Borrower, in each case taken as a single accounting period, calculated as of the
end of each fiscal quarter of the Borrower, to be less than 3.25:1.

       (b)    Consolidated Indebtedness to Capitalization. The Borrower will not
permit the ratio of Consolidated  Indebtedness to Capitalization,  calculated as
of the end of each fiscal quarter of the Borrower, to be greater than 55%.

       Section 7.14  Anti-Terrorism  Laws.  The Borrower  will not, and will not
cause or permit any  Subsidiary  to, (i) conduct  any  business or engage in any
transaction  or  dealing  with any  Blocked  Person,  including  the  making  or
receiving any contribution of funds,  goods or services to or for the benefit of
any  Blocked  Person,  (ii) deal in,  or  otherwise  engage  in any  transaction
relating to, any property or interests in property blocked pursuant to Executive
Order No.  13225,  or (iii)  engage in or conspire to engage in any  transaction
that evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in Executive Order No. 13224, the USA
Patriot Act or any other Anti-Terrorism Law.

                                  ARTICLE VIII
                                    DEFAULTS

       Section 8.01 Events of Default.  An Event of Default shall exist upon the
occurrence  of any of the  following  specified  events or  conditions  (each an
"Event of Default"):

       (a)    Payment.  The  Borrower  shall  fail to pay:  (i) as and  when due
(whether by scheduled maturity, mandatory prepayment, acceleration or otherwise)
any amount of principal of any Loan or any LC Obligation;  (ii) within 5 days of
when due (whether by scheduled maturity,  mandatory prepayment,  acceleration or
otherwise) any interest on any Loan or LC Obligation,  any commitment  facility,
utilization  or other fee due  hereunder;  or (iii) within 5 days after the same
become due, any other amount payable hereunder or under any other Loan Document.

       (b)    Representation  and Warranties.  Any  representation,  warranty or
statement made or deemed to be made by the Borrower herein,  in any of the other
Loan  Documents or in any statement or  certificate  delivered or required to be
delivered  pursuant hereto or thereto shall prove untrue in any material respect
on the date as of which it was made or deemed to have been made.


                                      -63-

<PAGE>


       (c)    Covenants.  The Borrower  shall default in the due  performance or
observance  by it of any other term,  covenant or  agreement  contained  in this
Agreement and such default shall continue unremedied for a period of at least 30
days after the earlier of an executive officer of the Borrower becoming aware of
such default or notice thereof given by the Administrative Agent.

       (d)    Bankruptcy,   etc.   with  respect  to  the  Borrower  and  Active
Restricted  Subsidiaries.  A  Bankruptcy  Event shall occur with  respect to the
Borrower or any of its Active Restricted Subsidiaries.

       (e)    Bankruptcy,  etc.  with respect to  Unrestricted  Subsidiaries.  A
Bankruptcy Event shall occur with respect to any of the Borrower's  Unrestricted
Subsidiaries  and such event  would  reasonably  be  expected to have a Material
Adverse Effect.

       (f)    Cross-Default.   A  default  by  the   Borrower   or  any  of  its
Subsidiaries  with  respect  to  any  evidence  of  Indebtedness  in  excess  of
$5,000,000 by it for borrowed money (other than to the Lenders  pursuant to this
Agreement),  if the effect of such default is to accelerate the maturity of such
Indebtedness  or to permit the holder  thereof  to cause  such  Indebtedness  to
become due prior to the stated maturity thereof, or if any Indebtedness of it in
excess of $5,000,000 for borrowed  money (other than to the Lenders  pursuant to
this  Agreement)  is not paid  when  due and  payable,  whether  at the due date
thereof or a date fixed for prepayment or otherwise (after the expiration of any
applicable grace period).

       (g)    Judgments.  Unless  adequately  insured or bonded,  the entry of a
final judgment for the payment of money involving more than $10,000,000  against
the Borrower or any of its  Subsidiaries  and the failure by the Borrower or any
of its  Subsidiaries:  (i) to discharge the same, or cause it to be  discharged,
within thirty days from the date of the order,  decree or process under which or
pursuant  to  which  such  judgment  was  entered  or (ii) to  secure  a stay of
execution  pending  appeal of such  judgment;  or the entry of one or more final
non-monetary judgments or orders against the Borrower or any of its Subsidiaries
which, singly or in the aggregate, does or could reasonably be expected to cause
a Material Adverse Effect.

       (h)    Ownership. There shall occur a Change of Control of the Borrower.

       Section 8.02 Acceleration;  Remedies.  Upon the occurrence of an Event of
Default,  and at any time thereafter  unless and until such Event of Default has
been  waived in  writing  by the  Required  Lenders  (or all  Lenders  as may be
required pursuant to Section 10.01),  the  Administrative  Agent shall, upon the
request  and  direction  of the  Required  Lenders,  by  written  notice  to the
Borrower,  take any of the following  actions without prejudice to the rights of
the Agents or any Lender to enforce its claims  against the  Borrower  except as
otherwise specifically provided for herein:

       (a)  Termination  of  Commitments.  Declare  the  Commitments  terminated
whereupon the Commitments shall be immediately terminated.

       (b)  Acceleration  of Loans.  Declare  the  unpaid  principal  of and any
accrued interest in respect of all Loans, any reimbursement  obligations arising
from  drawings  under  Letters of Credit and any and all other  indebtedness  or
obligations  of any and every kind owing by the  Borrower  to any of the Lenders
hereunder  to be due  whereupon  the same shall be  immediately  due and payable
without presentment,  demand,  protest or other notice of any kind, all of which
are hereby waived by the Borrower.

       (c) Cash Collateral.  Direct the Borrower to pay (and the Borrower agrees
that upon receipt of such notice,  or upon the occurrence of an Event of Default
under Section  8.01(d) or (e), it will  immediately  pay) to the  Administrative
Agent additional cash, to be held by the  Administrative  Agent, for the benefit


                                      -64-

<PAGE>


of the Lenders,  in a cash collateral account as additional  security for the LC
Obligations in respect of subsequent drawings under all then outstanding Letters
of Credit in an amount equal to the maximum  aggregate amount which may be drawn
under all Letters of Credits then outstanding.

       (d)    Enforcement  of Rights.  Enforce any and all rights and  interests
created and existing under the Loan Documents,  including,  without  limitation,
delivery of a Notice of Acceleration  (as defined in the Trust  Agreement),  and
all rights of set-off, or applicable Law.

       Notwithstanding  the  foregoing,  if an Event  of  Default  specified  in
Section  8.01(d) or (e) shall occur,  then the Commitments  shall  automatically
terminate and all Loans, all reimbursement  obligations under Letters of Credit,
all  accrued  interest  in respect  thereof  and all accrued and unpaid fees and
other  indebtedness or obligations  owing to the Lenders hereunder and under the
other Loan Documents shall immediately become due and payable without the giving
of any notice or other action by the Administrative Agent or the Lenders,  which
notice or other action is expressly waived by the Borrower.

       Notwithstanding  the fact that  enforcement  powers reside primarily with
the  Administrative  Agent,  each Lender has, to the extent  permitted by law, a
separate right of payment and shall be considered a separate  "creditor" holding
a separate "claim" within the meaning of Section 101(5) of any Debtor Relief Law
or any other insolvency statute.

       In case any one or more of the covenants  and/or  agreements set forth in
this  Agreement  or any other  Loan  Document  shall have been  breached  by the
Borrower,  then the Administrative  Agent may proceed to protect and enforce the
Lenders'  rights either by suit in equity and/or by action at law,  including an
action for damages as a result of any such breach  and/or an action for specific
performance  of any such  covenant or agreement  contained in this  Agreement or
such other Loan  Document.  Without  limitation of the  foregoing,  the Borrower
agrees that failure to comply with any of the  covenants  contained  herein will
cause  irreparable harm and that specific  performance shall be available in the
event of any breach thereof.

                                   ARTICLE IX
                                AGENCY PROVISIONS

       Section 9.01 Appointment; Authorization.

       (a)    Appointment.  Each Lender hereby designates and appoints PNC Bank,
National  Association  as  Administrative  Agent and The Bank of Nova  Scotia as
Syndication  Agent of such  Lender to act as  specified  herein and in the other
Loan Documents, and each such Lender hereby authorizes the Agents, as the agents
for such Lender,  to take such action on its behalf under the provisions of this
Agreement  and the other Loan  Documents and to exercise such powers and perform
such duties as are expressly delegated by the terms hereof and of the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding  any provision to the contrary elsewhere herein and in the other
Loan Documents, the Agents shall not have any duties or responsibilities, except
those expressly set forth herein and therein, or any fiduciary relationship with
any  Lender,  and no implied  covenants,  functions,  responsibilities,  duties,
obligations or liabilities shall be read into this Agreement or any of the other
Loan Documents,  or shall otherwise exist against the Agents.  In performing its
functions  and duties under this  Agreement and the other Loan  Documents,  each
Agent  shall act solely as an agent of the Lenders and does not assume and shall
not be deemed to have assumed any obligation or  relationship of agency or trust
with or for the Borrower.  Without  limiting the generality of the foregoing two
sentences,  the use of the term "agent"  herein and in the other Loan  Documents
with  reference to any Agent is not  intended to connote any  fiduciary or other
implied (or express) obligations arising under agency doctrine of any applicable


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<PAGE>


law.  Instead,  such term is used  merely as a matter of market  custom,  and is
intended  to create  or  reflect  only an  administrative  relationship  between
independent  contracting  parties. The provisions of this Article IX (other than
Section  9.09) are solely for the  benefit of the Agents and the Lenders and the
Borrower  shall  not  have  any  rights  as a  third  party  beneficiary  of the
provisions hereof (other than Section 9.09).

       (b)    Certain Other Agents.  The Bank of Nova Scotia, in its capacity as
Syndication  Agent,  shall have no duties or obligations  whatsoever  under this
Agreement or any of the other Loan Documents.

       Section 9.02 Delegation of Duties. An Agent may execute any of its duties
hereunder or under the other Loan Documents by or through  agents,  employees or
attorneys-in-fact  and  shall  be  entitled  to  advice  of  counsel  and  other
consultants  or experts  concerning  all matters  pertaining to such duties.  An
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact  selected by it in the absence of gross  negligence or willful
misconduct.

       Section 9.03 Exculpatory Provisions. No Agent-Related Person shall be (i)
liable for any action lawfully taken or omitted to be taken by any of them under
or in connection  herewith or in connection with any of the other Loan Documents
or the  transactions  contemplated  hereby or thereby  (except for its own gross
negligence or willful  misconduct in  connection  with its duties  expressly set
forth  herein)  or (ii)  responsible  in any  manner  to any of the  Lenders  or
participants for any recitals, statements, representations or warranties made by
the Borrower  contained  herein or in any of the other Loan  Documents or in any
certificate,  report,  document,  financial  statement or other  written or oral
statement  referred to or  provided  for in, or received by an Agent under or in
connection  herewith  or  in  connection  with  the  other  Loan  Documents,  or
enforceability  or sufficiency  therefor of any of the other Loan Documents,  or
for any  failure  of the  Borrower  to  perform  its  obligations  hereunder  or
thereunder  or be  required to  ascertain  or inquire as to the  performance  or
observance of any of the terms, conditions,  provisions, covenants or agreements
contained herein or therein or as to the use of the proceeds of the Loans or the
use of the Letters of Credit or of the  existence  or possible  existence of any
Default or Event of Default or to inspect  the  properties,  books or records of
the Borrower.

       Section 9.04 Reliance on Communications.  The Agents shall be entitled to
rely,  and  shall  be fully  protected  in  relying,  upon  any  note,  writing,
resolution,   notice,  consent,   certificate,   affidavit,  letter,  cablegram,
telegram, telecopy, telex, teletype or e-mail message, statement, order or other
document  or  conversation  believed by it to be genuine and correct and to have
been  signed,  sent or made by the proper  Person or Persons and upon advice and
statements  of legal  counsel  (including,  without  limitation,  counsel to the
Borrower, independent accountants and other experts selected by the Agents). The
Agents may deem and treat each  Lender as the owner of its  interests  hereunder
for all purposes unless a written notice of assignment,  negotiation or transfer
thereof shall have been filed with the  Administrative  Agent in accordance with
Section 10.06(b).  The Agents shall be fully justified in failing or refusing to
take any action under this  Agreement  or under any of the other Loan  Documents
unless it shall first receive such advice or concurrence of the Required Lenders
as it deems  appropriate or it shall first be indemnified to its satisfaction by
the Lenders  against any and all  liability and expense which may be incurred by
it by reason of taking or continuing  to take any such action.  The Agents shall
in all  cases be fully  protected  in  acting,  or in  refraining  from  acting,
hereunder or under any of the other Loan Documents in accordance  with a request
of the  Required  Lenders  (or to the extent  specifically  provided  in Section
10.01,  all the Lenders) and such request and any action taken or failure to act
pursuant  thereto  shall  be  binding  upon  all the  Lenders  (including  their
successors and assigns).  Where this Agreement expressly permits or prohibits an
action unless the Required Lenders otherwise determine,  any Agent shall, and in
all other  instances an Agent may,  but shall not be required  to,  initiate any
solicitation for the consent or vote of the Lenders.


                                      -66-

<PAGE>


       Section  9.05  Notice of  Default.  An Agent  shall not be deemed to have
knowledge  or  notice  of the  occurrence  of any  Default  or Event of  Default
hereunder,  unless such Agent has received  written  notice from a Lender or the
Borrower referring to the Agreement, describing such Default or Event of Default
and stating  that such notice is a "notice of  default".  If the  Administrative
Agent receives such a notice, the Administrative  Agent shall give prompt notice
thereof to the  Lenders.  The  Administrative  Agent shall take such action with
respect to such Default or Event of Default as shall be  reasonably  directed by
the Required Lenders;  provided that unless and until the  Administrative  Agent
has received any such direction,  the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such  Default or Event of Default or it shall deem  advisable  or in the best
interest  of the  Lenders,  except to the extent that this  Agreement  expressly
requires that such action be taken, or not taken,  only with the consent or upon
the  authorization of the Required Lenders,  or all of the Lenders,  as the case
may be.

       Section 9.06 Credit Decision; Disclosure of Information by Administrative
Agent. Each Lender expressly  acknowledges that no Agent-Related Person has made
any representations or warranties to it and that no act by any Agent hereinafter
taken,  including any consent to and  acceptance of any  assignment or review of
the  affairs  of the  Borrower  or any  Affiliate  thereof,  shall be  deemed to
constitute any  representation  or warranty by any  Agent-Related  Person to any
Lender  as to  any  matter,  including  whether  any  Agent-Related  Person  has
disclosed material information in its possession.  Each Lender represents to the
Agents that it has,  independently  and without reliance upon any  Agent-Related
Person or any other Lender,  and based on such  documents and  information as it
has deemed  appropriate,  made its own appraisal of and  investigation  into the
business, assets, operations, property, financial and other condition, prospects
and creditworthiness of the Borrower,  and all requirements of Law pertaining to
the transaction contemplated by the Loan Documents, and made its own decision to
make its  Loans  hereunder  and enter  into this  Agreement.  Each  Lender  also
represents  that  it  will,   independently   and  without   reliance  upon  any
Agent-Related  Person  or any other  Lender,  and  based on such  documents  and
information as it shall deem  appropriate at the time,  continue to make its own
credit  analysis,  appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents,  and to make such  investigation as
it deems  necessary to inform  itself as to the  business,  assets,  operations,
property, financial and other conditions,  prospects and creditworthiness of the
Borrower.  Except for notices, reports and other documents expressly required to
be furnished to the Lenders by the  Administrative  Agent hereunder,  the Agents
shall not have any duty or  responsibility to provide any Lender with any credit
or other  information  concerning the business,  operations,  assets,  property,
financial or other conditions,  prospects or creditworthiness of the Borrower or
its Affiliates which may come into the possession of any Agent-Related Person.

       Section   9.07   Indemnification.   Whether   or  not  the   transactions
contemplated  hereby  are  consummated,  the  Lenders  agree to  indemnify  each
Agent-Related  Person (to the extent not  reimbursed by the Borrower and without
limiting the  obligation of the Borrower to do so),  ratably  according to their
respective  Commitments (or if the Commitments  have expired or been terminated,
in accordance  with the respective  principal  amounts of outstanding  Loans and
Participation   Interests  of  the  Lenders),  from  and  against  any  and  all
Indemnified Liabilities which may at any time (including, without limitation, at
any time following  payment in full of the  Obligations) be imposed on, incurred
by or asserted  against an Agent in its  capacity as such in any way relating to
or arising out of this  Agreement or the other Loan  Documents or any  documents
contemplated   by  or  referred  to  herein  or  therein  or  the   transactions
contemplated  hereby or thereby or any action taken or omitted by an Agent under
or in  connection  with any of the  foregoing;  provided that no Lender shall be
liable  for the  payment  to any  Agent-Related  Person of any  portion  of such
Indemnified Liabilities resulting from such Person's gross negligence or willful
misconduct;  provided  further  that no  action  taken  in  accordance  with the
directions  of  the  Required  Lenders  shall  be  deemed  to  constitute  gross
negligence  or willful  misconduct  for  purposes of this Section  9.07.  If any
indemnity  furnished to an Agent for any purpose  shall,  in the opinion of such


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<PAGE>


Agent, be insufficient  or become  impaired,  such Agent may call for additional
indemnity and cease, or not commence,  to do the acts indemnified  against until
such  additional  indemnity is furnished.  Without  limitation of the foregoing,
each Lender shall reimburse the Administrative Agent upon demand for its ratable
share of any costs or out-of-pocket expenses (including Attorney Costs) incurred
by the  Administrative  Agent in  connection  with the  preparation,  execution,
delivery,  administration,   modification,  amendment  or  enforcement  (whether
through  negotiations,  legal  proceedings  or otherwise) of, or legal advice in
respect of rights or  responsibilities  under,  this  Agreement,  any other Loan
Document,  or any document  contemplated by or referred to herein, to the extent
that the  Administrative  Agent is not  reimbursed  for such  expenses  by or on
behalf of the  Borrower.  The  agreements in this Section 9.07 shall survive the
payment  of the  Obligations  and all  other  obligations  and  amounts  payable
hereunder and under the other Loan Documents.

       Section  9.08  Agents in Their  Individual  Capacity.  Each Agent and its
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from,  acquire Equity Interests in, and generally engage in any kind of
banking,  trust,  financial  advisory,  underwriting and other business with the
Borrower as though such Agent were not an Agent  hereunder or under another Loan
Document.  The Lenders  acknowledge  that,  pursuant to any such activities,  an
Agent or its  Affiliates may receive  information  regarding the Borrower or its
Affiliates  (including  information  that  may  be  subject  to  confidentiality
obligations in favor of the Borrower or such Affiliate) and acknowledge  that no
Agent shall be under any obligation to provide such  information  to them.  With
respect to the Loans made and Letters of Credit issued and all obligations owing
to it, an Agent shall have the same rights and powers  under this  Agreement  as
any  Lender  and may  exercise  the same as though it was not an Agent,  and the
terms  "Lender"  and  "Lenders"  shall  include  each  Agent  in its  individual
capacity.

       Section 9.09 Successor Agents. Any Agent may, at any time, resign upon 30
days' written notice to the Lenders.  If an Agent resigns under a Loan Document,
the Required  Lenders  shall  appoint from among the Lenders a successor  Agent,
which  successor  Agent shall be subject to the  consent of the  Borrower at all
times other than during the existence of an Event of Default  (which  consent of
the Borrower  shall not be  unreasonably  withheld or delayed).  If no successor
Agent  shall have been so  appointed  by the  Required  Lenders,  and shall have
accepted such appointment  prior to the effective date of the resignation of the
resigning Agent, then the resigning Agent shall have the right, after consulting
with the Lenders and the Borrower, to appoint a successor Agents;  provided that
such successor is a Lender  hereunder or a commercial  bank organized  under the
laws of the United  States of America or of any State thereof and has a combined
capital and surplus of at least $500,000,000. If no successor Agent is appointed
prior to the  effective  date of the  resignation  of the resigning  Agent,  the
Administrative  Agent may  appoint,  after  consulting  with the Lenders and the
Borrower,  a successor Agent from among the Lenders.  Upon the acceptance of any
appointment as an Agent  hereunder by a successor,  such  successor  Agent shall
thereupon succeed to and become vested with all the rights,  powers,  privileges
and duties of the retiring  Agent,  and the retiring  Agent shall be  discharged
from its  duties  and  obligations  as an  Agent,  as  appropriate,  under  this
Agreement and the other Loan  Documents and the  provisions of this Section 9.09
shall inure to its benefit as to any actions  taken or omitted to be taken by it
while it was an Agent under this Agreement. If no successor Administrative Agent
has accepted  appointment  as  Administrative  Agent within sixty days after the
retiring  Administrative  Agent's  giving  notice of  resignation,  the retiring
Administrative  Agent's  resignation shall nevertheless become effective and the
Lenders shall perform all duties of the  Administrative  Agent  hereunder  until
such time, if any, as the Required  Lenders  appoint a successor  Administrative
Agent as provided for above.

       Section 9.10 Certain Other Agents.  None of the Lenders identified on the
facing page or  signature  pages of this  Agreement  as a  "syndication  agent",
"documentation agent", "co-agent", "joint lead arranger", "book runner" or "lead
manager" shall have any right, power, obligation,  liability,  responsibility or
duty under the  Agreement  other than those  applicable  to all Lenders as such.


                                      -68-

<PAGE>


Without  limiting  the  foregoing,  none of the  Lenders  or any such  Person so
identified  shall have or be deemed to have any  fiduciary  relationship  to any
Lender or the Borrower.  Each Lender  acknowledges  that it has not relied,  and
will not rely,  on any of the Lenders or other Persons so identified in deciding
to enter into this Agreement or in taking or not taking action hereunder.

       Section 9.11 Agents' Fees;  Arranger  Fee. The Borrower  shall pay to the
Administrative  Agent for its own  account  fees in the amounts and at the times
previously  agreed upon between the Borrower and the  Administrative  Agent with
respect  to this  Agreement,  the  other  Loan  Documents  and the  transactions
contemplated hereby and thereby.

       Section 9.12 No Reliance on Agents' Customer Identification Program. Each
Lender  acknowledges  and  agrees  that  neither  such  Lender,  nor  any of its
Affiliates,  participants or assignees,  may rely on any Agent-Related Person to
carry out such  Lender's,  Affiliate's,  participant's  or  assignee's  customer
identification  program,  or other  obligations  required  or  imposed  under or
pursuant to the USA Patriot Act or the  regulations  thereunder,  including  the
regulations  contained in 31 CFR 103.121 (as hereafter amended or replaced,  the
"CIP  Regulations"),  or any other  Anti-Terrorism  Law,  including any programs
involving any of the following items relating to or in connection with Borrower,
its  Subsidiaries,  its  Affiliates or their agents,  the Loan  Documents or the
transactions  hereunder or contemplated  hereby:  (i) any identity  verification
procedures,  (ii) any  recordkeeping,  (iii)  comparisons with government lists,
(iv)  customer  notices,   or  (v)  other  procedures  required  under  the  CIP
Regulations or such other Laws.

                                   ARTICLE X
                                  MISCELLANEOUS

       Section 10.01  Amendments,  Waivers and Consents.  Neither this Agreement
nor any other  Loan  Document  nor any of the terms  hereof  or  thereof  may be
amended,  changed, waived,  discharged or terminated except, in the case of this
Agreement, pursuant to an agreement or agreements in writing entered into by the
Borrower,  the Administrative Agent, and the Required Lenders or, in the case of
any other Loan  Document,  pursuant to an  agreement  or  agreements  in writing
entered  into by the  Borrower  and the Agents  party  thereto,  as  applicable;
provided  that the  foregoing  shall not  restrict  the ability of the  Required
Lenders to waive any Event of Default prior to the time the Administrative Agent
shall  have  declared,   or  the  Required  Lenders  shall  have  requested  the
Administrative  Agent to declare, the Loans immediately due and payable pursuant
to Article VIII; provided further that:

              (i)    no such amendment, change, waiver, discharge or termination
     shall, without the consent of each Lender affected thereby:

                     (A)    extend the final maturity of any Loan or the time of
       payment of any reimbursement  obligation, or any portion thereof, arising
       from  drawings  under  Letters of Credit;  provided  that this clause (A)
       shall not restrict the ability of the Required Lenders to waive any Event
       of  Default  (other  than an Event of Default  the waiver of which  would
       effectively  result in any such  extension or waiver),  prior to the time
       the  Administrative  Agent shall have declared,  or the Required  Lenders
       shall have  requested  the  Administrative  Agent to  declare,  the Loans
       immediately due and payable pursuant to Article VIII;

                     (B)    reduce the rate,  or extend the time of payment,  of
       interest or change the manner of  computation  of any financial  covenant
       used in  determining  the  Applicable  Margin  that  could  result in the
       reduction  of the rate of interest on any Loan (other than as a result of


                                      -69-

<PAGE>


       waiving the applicability of any post-default increase in interest rates)
       thereon or fees hereunder;

                     (C)    reduce or waive the principal  amount of any Loan or
       any LC Disbursement;

                     (D)    increase the  Commitment of a Lender over the amount
       thereof in effect (it being  understood  and agreed  that a waiver of any
       Default or Event of Default or a mandatory  reduction in the  Commitments
       shall  not  constitute  a change in the  terms of any  Commitment  of any
       Lender);

                     (E)    release the Borrower from its Obligations  under the
       Loan Documents;

                     (F)    amend, modify or waive any provision of this Section
       10.01 or reduce any  percentage  specified in, or otherwise  modify,  the
       definition of Required Lenders;

                     (G)    consent  to  the   assignment  or  transfer  by  the
       Borrower  of any of its rights and  obligations  under (or in respect of)
       the Loan Documents to which it is a party,  except as permitted  thereby;
       or

                     (H)    amend, modify or waive any provision of Section 2.13
       or Section 2.14;

              (ii)   no  provision  of  Article IX may be  amended  without  the
     consent of the  Administrative  Agent,  no provision of Section 2.06 may be
     amended  without the consent of each  Issuing  Lender and no  provision  of
     Section 2.02(b) may be amended without the consent of the Swingline Lender.

       Notwithstanding  the fact that the consent of all the Lenders is required
in certain circumstances as set forth above, (i) each Lender is entitled to vote
as such Lender sees fit on any bankruptcy  reorganization  plan that affects the
Loans or the Letters of Credit, and each Lender acknowledges that the provisions
of Section  1126(c) of the  Bankruptcy  Code  supersede  the  unanimous  consent
provisions  set forth herein and (ii) the Required  Lenders may consent to allow
the Borrower to use cash collateral in the context of a bankruptcy or insolvency
proceeding.

       Section 10.02 Notices and Other Communications; Facsimile Copies.

       (a)    General.  Unless otherwise  expressly provided herein, all notices
and other  communications  provided for hereunder shall be in writing (including
by facsimile  transmission) and (x) mailed, faxed or delivered,  to the address,
facsimile  number or (subject to subsection (c) below)  electronic  mail address
specified for notices on Schedule  10.02;  or, in the case of the Borrower,  the
Administrative  Agent, any Issuing Lender or the Swingline Lender, to such other
address as shall be designated  by such party in a notice to the other  parties,
and in the case of any other party, to such other address as shall be designated
by such party in a notice to the Borrower, the Administrative Agent, any Issuing
Lender and the Swingline  Lender or (y) subject to subsection (c) below,  posted
on a site on the World Wide Web (a "Website  Posting") if notice of such Website
Posting (including the information necessary to access such site) has previously
been  delivered to the  applicable  parties hereto by another means set forth in
this subsection (a). All such notices and other  communications  shall be deemed
to be given or made  upon the  earlier  to occur of (i)  actual  receipt  by the
intended recipient and (ii) (A) if delivered by hand or by courier,  when signed


                                      -70-

<PAGE>


for by the intended  recipient;  (B) if delivered by mail,  four  Business  Days
after deposit in the mails, postage prepaid and return receipt requested; (C) if
delivered by facsimile,  when sent and receipt has been  confirmed by telephone;
(D) if  delivered by  electronic  mail (which form of delivery is subject to the
provisions  of  subsection  (c) below),  when  delivered;  (E) if delivered by a
Website  Posting,  upon  delivery  of a notice of such  posting  (including  the
information  to access such site) by another means set forth in this  subsection
(a); and (F) if delivered by any other means  (including by overnight  courier),
when actually  received;  provided that notices and other  communications to the
Administrative  Agent,  any Issuing Lender and the Swingline  Lender pursuant to
Article II shall not be effective  until actually  received by such Person.  Any
Lender giving a notice to the Borrower shall concurrently send a copy thereof to
the Administrative  Agent and the Administrative Agent shall promptly notify the
other Lenders of its receipt of such notice.  Any notice or other  communication
permitted to be given, made or confirmed by telephone  hereunder shall be given,
made or confirmed by means of a telephone call to the intended  recipient at the
number  specified  on  Schedule  10.02,  it being  understood  and agreed that a
voicemail  message shall in no event be effective as a notice,  communication or
confirmation hereunder.

       (b)    Effectiveness   of  Facsimile   Documents  and  Signatures.   Loan
Documents may be transmitted  and/or signed by facsimile.  The  effectiveness of
any such documents and signatures  shall,  subject to  requirements of Law, have
the same force and effect as  manually-signed  originals and shall be binding on
the  Borrower,  the Agents and the Lenders.  The  Administrative  Agent may also
require that any such documents and signatures be confirmed by a manually-signed
original thereof; provided that the failure to request or deliver the same shall
not limit the effectiveness of any facsimile document or signature.

       (c)    Limited Use of Electronic  Mail.  Electronic mail and internet and
intranet  websites  (including a Website Posting) may be used only to distribute
routine communications,  such as financial statements and other information, and
to distribute Loan Documents for execution by the parties  thereto,  and may not
be used for any  other  purpose  (including  the  delivery  of a  notice  of the
occurrence of a Default or Event of Default or a notice of  acceleration  of the
Loans).

       (d)    Reliance by Administrative  Agent and Lenders.  The Administrative
Agent  and the  Lenders  shall be  entitled  to rely  and act  upon any  notices
purportedly  given by or on behalf of the Borrower even if (i) such notices were
not made in a manner specified  herein,  were incomplete or were not preceded or
followed by any other form of notice specified herein or (ii) the terms thereof,
as  understood  by the  recipient,  varied from any  confirmation  thereof.  The
Borrower  shall  indemnify  each  Agent-Related  Person and each Lender from all
losses,  costs,  expenses and  liabilities  resulting  from the reliance by such
Person on each notice purportedly given by or on behalf of the Borrower,  except
for such losses  resulting  from the  Administrative  Agent's or Lender's  gross
negligence  or  willful   misconduct.   All  telephonic  notices  to  and  other
communications   with  the   Administrative   Agent  may  be   recorded  by  the
Administrative  Agent,  and each of the parties  hereto hereby  consents to such
recording.

       Section 10.03 No Waiver;  Cumulative Remedies. No failure or delay on the
part of an Agent or any  Lender in  exercising  any  right,  power or  privilege
hereunder or under any other Loan Document and no course of dealing  between the
Agents or any Lender and the Borrower  shall  operate as a waiver  thereof;  nor
shall any single or partial exercise of any right, power or privilege  hereunder
or under any other Loan Document  preclude any other or further exercise thereof
or the exercise of any other right, power or privilege  hereunder or thereunder.
The rights and remedies  provided herein are cumulative and not exclusive of any
rights or  remedies  which the Agents or any Lender  would  otherwise  have.  No
notice to or demand on the  Borrower in any case shall  entitle the  Borrower to
any other or  further  notice or demand in  similar  or other  circumstances  or
constitute  a waiver of the rights of the Agents or the  Lenders to any other or
further action in any circumstances without notice or demand.


                                      -71-

<PAGE>


       Section 10.04 Attorney Costs, Expenses and Taxes. The Borrower agrees (i)
to pay or reimburse the Administrative Agent for all costs and expenses incurred
in connection with the preparation,  negotiation and execution of this Agreement
and the  other  Loan  Documents  and any  amendment,  waiver,  consent  or other
modification  of  the  provisions   hereof  and  thereof  (whether  or  not  the
transactions   contemplated   hereby  or  thereby  are  consummated),   and  the
consummation  and  administration  of the transactions  contemplated  hereby and
thereby,  including  all  Attorney  Costs,  and  (ii)  to pay or  reimburse  the
Administrative  Agent and each  Lender for all costs and  expenses  incurred  in
connection with the enforcement,  attempted enforcement,  or preservation of any
rights or remedies under this  Agreement or the other Loan Documents  (including
all such costs and expenses  incurred during any "workout" or  restructuring  in
respect  of the  Obligations  and  during any legal  proceeding,  including  any
proceeding  under any Debtor  Relief Law),  including  all Attorney  Costs.  The
foregoing costs and expenses shall include all search, filing, recording,  title
insurance and appraisal  charges and fees and taxes related  thereto,  and other
reasonable  and actual  out-of-pocket  expenses  incurred by the  Administrative
Agent and the reasonable and actual cost of independent  public  accountants and
other outside experts retained by the  Administrative  Agent or any Lender.  The
agreements  in  this  Section  10.04  shall  survive  the   termination  of  the
Commitments and repayment of all the other Obligations.

       Section   10.05   Indemnification.   Whether  or  not  the   transactions
contemplated hereby are consummated,  the Borrower agrees to indemnify, save and
hold  harmless  each  Agent-Related  Person,  each  Lender and their  respective
Affiliates,    directors,    officers,    employees,    counsel,    agents   and
attorneys-in-fact (collectively the "Indemnitees") from and against: (i) any and
all claims,  demands,  actions or causes of action that are asserted against any
Indemnitee  by any Person  (other than the  Administrative  Agent or any Lender)
relating  directly or indirectly to a claim,  demand,  action or cause of action
that such Person  asserts or may assert  against the Borrower,  any Affiliate of
the Borrower or any of their respective officers or directors;  (ii) any and all
claims, demands,  actions or causes of action that may at any time (including at
any time following  repayment of the  Obligations and the resignation or removal
of any Agent or the  replacement  of any Lender) be asserted or imposed  against
any  Indemnitee,  arising  out  of or  relating  to,  the  Loan  Documents,  any
predecessor loan documents,  the Commitments,  the use of or contemplated use of
the proceeds of any Credit Extension,  or the relationship of the Borrower,  any
Agent and the Lenders under this Agreement or any other Loan Document; (iii) any
administrative or investigative proceeding by any Governmental Authority arising
out of or related to a claim,  demand,  action or cause of action  described  in
clause  (i)  or  (ii)  above;  and  (iv)  any  and  all  liabilities  (including
liabilities under  indemnities),  losses,  costs or expenses (including Attorney
Costs) that any Indemnitee suffers or incurs as a result of the assertion of any
foregoing claim, demand,  action, cause of action or proceeding,  or as a result
of the  preparation  of any  defense in  connection  with any  foregoing  claim,
demand, action, cause of action or proceeding,  in all cases, and whether or not
an  Indemnitee is a party to such claim,  demand,  action,  cause of action,  or
Proceeding (all the foregoing,  collectively;  the  "Indemnified  Liabilities");
provided that no Indemnitee shall be entitled to  indemnification  for any claim
caused by its own gross  negligence  or  willful  misconduct.  In the case of an
investigation,  litigation  or other  proceeding  to which the indemnity in this
Section 10.05  applies,  such indemnity  shall be effective  whether or not such
investigation,  litigation  or  proceeding  is  brought  by  the  Borrower,  its
directors, shareholders or creditors or an Indemnitee or any other Person or any
Indemnitee  is  otherwise a party  thereto  and whether or not the  transactions
contemplated hereby are consummated. The Borrower agrees not to assert any claim
against any Agent,  any Lender,  any other Creditor,  any of their Affiliates or
any of their respective directors,  officers,  employees,  attorneys, agents and
advisers, on any theory of liability,  for special,  indirect,  consequential or
punitive damages arising out of or otherwise relating to the Loan Documents, any
of the transactions contemplated herein or therein or the actual or proposed use
of the proceeds of the Loans or of the Letters of Credit.  Without  prejudice to
the  survival of any other  agreement of the  Borrower  hereunder  and under the
other Loan Documents,  the agreements and obligations of the Borrower  contained
in this Section 10.05 shall survive the repayment of the Loans,  LC  Obligations
and  other  obligations  under the Loan  Documents  and the  termination  of the
Commitments hereunder.


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<PAGE>


       Section 10.06 Successors and Assigns.

       (a)    Generally.  This Agreement  shall be binding upon and inure to the
benefit of and be enforceable  by the  respective  successors and assigns of the
parties hereto; provided that the Borrower may not assign or transfer any of its
interests  and  obligations  without  the prior  written  consent  of either the
Required  Lenders or the  Lenders,  as the terms set forth in Section  10.01 may
require;

       (b)    Assignments.  Any Lender may assign all or a portion of its rights
and obligations under this Agreement  (including,  without limitation,  all or a
portion of its Loans, its Notes, its Commitments and any Participation  Interest
in Letters of Credit and Swingline Loans held by it); provided that:

              (i)    each such assignment shall be to an Eligible Assignee;

              (ii)   except in the case of an assignment to another  Lender,  an
     Affiliate of an existing  Lender or any Approved Fund the aggregate  amount
     of the  Revolving  Commitment  of the  assigning  Lender  subject  to  such
     assignment  (determined as of the date the  Assignment and Acceptance  with
     respect to such assignment is delivered to the Administrative  Agent) shall
     not, without the consent of the Borrower and the  Administrative  Agent, be
     less than $5,000,000 and an integral multiple of $1,000,000 (or such lesser
     amount as shall equal the assigning Lender's entire Revolving Commitment);

              (iii)  each such  assignment  by a Lender  shall be of a constant,
     and not varying, percentage of all rights and obligations in respect of its
     Commitments under this Agreement and the other Loan Documents;

              (iv)   the parties to such assignment shall execute and deliver to
     the  Administrative  Agent and with respect to the  assignment  of all or a
     portion of the  Revolving  Committed  Amount the Issuing  Lenders for their
     consent not to be unreasonably withheld an Assignment and Acceptance in the
     form of Exhibit C, together with any Note subject to such  assignment and a
     processing fee of $3,500,  payable or agreed  between the assigning  Lender
     and the assignee.  Not later than the date any such executed Assignment and
     Acceptance is delivered to the  Administrative  Agent,  the  Administrative
     Agent shall provide the Borrower with notice of any such assignment.

       (c)    Assignment  and   Acceptance.   By  executing  and  delivering  an
Assignment and Acceptance in accordance  with this Section 10.06,  the assigning
Lender thereunder and the assignee  thereunder shall be deemed to confirm to and
agree  with each  other  and the  other  parties  hereto  as  follows:  (i) such
assigning  Lender  warrants  that it is the  legal and  beneficial  owner of the
interest  being  assigned  thereby  free and clear of any adverse  claim and the
assignee warrants that it is an Eligible  Assignee;  (ii) except as set forth in
clause (i) above,  such assigning Lender makes no representation or warranty and
assumes  no  responsibility  with  respect  to  any  statements,  warranties  or
representations  made in or in connection with this Agreement,  any of the other
Loan Documents or any other instrument or document  furnished pursuant hereto or
thereto,  or the execution,  legality,  validity,  enforceability,  genuineness,
sufficiency or value of this  Agreement,  any of the other Loan Documents or any
other  instrument  or  document  furnished  pursuant  hereto or  thereto  or the
financial  condition of the Borrower or the  performance  or  observance  by the
Borrower or any Subsidiary of any of its obligations  under this Agreement,  any
of the other  Loan  Documents  or any other  instrument  or  document  furnished


                                      -73-

<PAGE>


pursuant hereto or thereto;  (iii) such assignee represents and warrants that it
is  legally  authorized  to enter  into  such  assignment  agreement;  (iv) such
assignee confirms that it has received a copy of this Agreement,  the other Loan
Documents,  together  with  copies  of  the  most  recent  financial  statements
delivered  pursuant to Section 6.01 and such other  documents and information as
it has deemed  appropriate to make its own credit analysis and decision to enter
into such Assignment and Acceptance;  (v) such assignee will  independently  and
without  reliance  upon  the  Administrative  Agent,  any  Issuing  Lender,  the
Swingline Lender,  such assigning Lender or any other Lender,  and based on such
documents and information as it shall deem appropriate at the time,  continue to
make its own  credit  decisions  in  taking  or not  taking  action  under  this
Agreement  and the  other  Loan  Documents;  (vi)  such  assignee  appoints  and
authorizes  the  Administrative  Agent to take such  action on its behalf and to
exercise  such powers  under this  Agreement  or any other Loan  Document as are
delegated to the Administrative  Agent by the terms hereof or thereof,  together
with such powers as are reasonably  incidental thereto;  and (vii) such assignee
agrees that it will perform in accordance  with their terms all the  obligations
which by the terms of this  Agreement and the other Loan  Documents are required
to be performed by it as a Lender. Upon execution,  delivery,  and acceptance of
such Assignment and Acceptance,  the assignee thereunder shall be a party hereto
and,  to the  extent  of such  assignment,  have the  obligations,  rights,  and
benefits of a Lender  hereunder and the assigning Lender shall, to the extent of
such  assignment,  relinquish  its rights and be released  from its  obligations
under this Agreement.  Upon the consummation of any assignment  pursuant to this
Section 10.06,  the assignor,  the  Administrative  Agent and the Borrower shall
make appropriate  arrangements so that, if required, new Notes are issued to the
assignor and the  assignee.  If the assignee is not a United States person under
Section  7701(a)(30)  of the Code,  it shall  deliver  to the  Borrower  and the
Administrative Agent certification as to exemption from deduction or withholding
of Taxes in accordance with Section 3.01.

       (d)    Register.  The Borrower hereby designates the Administrative Agent
to serve  as the  Borrower's  agent,  solely  for  purposes  of this  subsection
10.06(d),   to  (i)  maintain  a  register   (the   "Register")   on  which  the
Administrative  Agent  will  record  the  Commitments  from time to time of each
Lender,  the Loans  made by each  Lender  and each  repayment  in respect of the
principal  amount of the Loans of each  Lender and to (ii) retain a copy of each
Assignment and Acceptance delivered to the Administrative Agent pursuant to this
Section  10.06.  Failure  to make any  such  recordation,  or any  error in such
recordation,  shall not  affect  the  Borrower's  obligation  in respect of such
Loans.  The  entries in the  Register  shall be  conclusive,  in the  absence of
manifest error, and the Borrower,  the Administrative Agent, the Issuing Lenders
and the  Lenders  shall  treat  each  Person  in whose  name a Loan and the Note
evidencing  the same is registered as the owner thereof for all purposes of this
Agreement,  notwithstanding notice or any provision herein to the contrary. With
respect to any Lender,  the assignment or other  transfer of the  Commitments of
such Lender and the rights to the  principal  of, and interest on, any Loan made
and any Note issued pursuant to this Agreement shall not be effective until such
assignment  or other  transfer is recorded on the  Register  and,  except to the
extent  provided  in this  subsection  10.06(d),  otherwise  complies  with this
Section  10.06,  and  prior  to  such  recordation  all  amounts  owing  to  the
transferring  Lender  with  respect to such  Commitments,  Loans and Notes shall
remain owing to the transferring Lender. The registration of assignment or other
transfer of all or part of any  Commitments,  Loans and Notes for a Lender shall
be recorded by the Administrative Agent on the Register only upon the acceptance
by the Administrative  Agent of a properly executed and delivered Assignment and
Acceptance  and  payment  of  the  administrative  fee  referred  to in  Section
10.06(b)(iv).  The Register  shall be available at the offices where kept by the
Administrative  Agent  for  inspection  by the  Borrower  and any  Lender at any
reasonable time upon reasonable  prior notice to the  Administrative  Agent, and
the  Administrative  Agent  shall  provide a copy of the  Register to any Lender
requesting  a copy  thereof,  but in no  event  more  frequently  then  once per
calendar quarter.

       (e)    Participations.  Each  Lender  may,  without  the  consent  of the
Borrower,  the  Issuing  Lenders,  the  Swingline  Lender  or  any  Agent,  sell
participations  to one or  more  Persons  in all  or a  portion  of its  rights,


                                      -74-

<PAGE>


obligations or rights and obligations  under this Agreement  (including all or a
portion  of  its  Commitment  or  the  Loans  owing  to it and  any  Notice  and
participation  in Letters of Credit and  Swingline  Loans held by it);  provided
that (i) such Lender's  obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations,  (iii) the participant shall be entitled to
the  benefit of the right of setoff  contained  in  Section  10.08 and the yield
protection  provisions contained in Sections 3.01, 3.04 and 3.05 and to the same
extent that the Lender from which such  participant  acquired its  participation
would be entitled to the benefits of such yield  protections;  provided that the
Borrower shall not be required to reimburse any participant pursuant to Sections
3.01,  3.04 or 3.05 in an amount  which  exceeds the amount that would have been
payable  thereunder  to such Lender had such Lender not sold such  participation
and (iv) the Borrower,  the Agents,  the Issuing Lenders,  the Swingline Lenders
and the other  Lenders  shall  continue  to deal solely and  directly  with such
Lender in  connection  with such  Lender's  rights  and  obligations  under this
Agreement,  and  such  Lender  shall  retain  the  sole  right  to  enforce  the
obligations of the Borrower relating to the Obligations owing to such Lender and
to  approve  any  amendment,  modification  or waiver of any  provision  of this
Agreement (other than amendments, modifications or waivers decreasing the amount
of principal of or the rate at which interest is payable on such Loans or Notes,
extending any scheduled  principal payment date or date fixed for the payment of
interest on such Loans or Notes or extending its Commitment).

       (f)    Other  Assignments.  Any  Lender may at any time (i) assign all or
any  portion  of its  rights  under  this  Agreement  and any Notes to a Federal
Reserve Bank, (ii) pledge or assign a security interest in all or any portion of
its interest and rights under this  Agreement  (including  all or any portion of
its Notes,  if any) to secure  obligations  of such Lender and (iii) grant to an
SPC referred to in subsection (h) below  identified as such in writing from time
to time by such Lender to the  Administrative  Agent the  Borrower the option to
provide  to the  Borrower  all or any part of any Loans that such  Lender  would
otherwise  be  obligated  to make to the  Borrower  pursuant  to the  Agreement;
provided that no such  assignment,  option,  pledge or security  interest  shall
release a Lender from any of its  obligations  hereunder or substitute  any such
Federal Reserve Bank or other person to which such option,  pledge or assignment
has been made for such Lender as a party hereto.

       (g)    Information. Any Lender may furnish any information concerning the
Borrower or any of its  Subsidiaries  in the possession of such Lender from time
to time to assignees  and  participants  (including  prospective  assignees  and
participants), subject, however, to the provisions of Section 10.07.

       (h)    Other Funding Vehicles.  Notwithstanding  anything to the contrary
contained  herein,  any Lender,  (a  "Granting  Lender")  may grant to a special
purpose  funding  vehicle  (an  "SPC") the option to fund all or any part of any
Loan that such Granting  Lender would otherwise be obligated to fund pursuant to
this Agreement;  provided that (i) nothing herein shall  constitute a commitment
by any SPC to fund any Loan,  (ii) if an SPC elects not to exercise  such option
or otherwise  fails to fund all or any part of such Loan,  the  Granting  Lender
shall be obligated to fund such Loan pursuant to the terms hereof,  (iii) no SPC
shall have any voting rights  pursuant to Section 10.01 and (iv) with respect to
notices,  payments and other matters hereunder, the Borrower, the Administrative
Agent and the Lenders  shall not be obligated to deal with an SPC, but may limit
their  communications  and other dealings relevant to such SPC to the applicable
Granting  Lender.  The funding of a Loan by an SPC  hereunder  shall utilize the
Revolving  Commitment of the Granting Lender to the same extent that, and as if,
such Loan were funded by such Granting  Lender.  Each party hereto hereby agrees
that no SPC shall be liable for any  indemnity or payment  under this  Agreement
for which a Lender would  otherwise be liable for so long as, and to the extent,
the  Granting   Lender   provides   such   indemnity  or  makes  such   payment.
Notwithstanding  anything to the contrary  contained in this Agreement,  any SPC
may disclose on a confidential basis any non-public  information relating to its
funding of Loans to any rating  agency,  commercial  paper dealer or provider of
any surety or  guarantee  to such SPC.  This  subsection  (h) may not be amended
without the prior written  consent of each Granting  Lender,  all or any part of
whose Loan is being funded by an SPC at the time of such amendment.


                                      -75-

<PAGE>


       Section 10.07  Confidentiality.  Each of the Administrative Agent and the
Lenders agrees to maintain the  confidentiality  of the  Information (as defined
below),  except that Information may be disclosed (i) to its and its Affiliates'
directors,  officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be  informed of the  confidential  nature of such  Information  and
instructed to keep such Information confidential);  (ii) to the extent requested
by any regulatory authority;  (iii) to the extent required by applicable Laws or
regulations or by any subpoena or similar legal process; (iv) to any other party
to this Agreement; (v) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding  relating to this Agreement or the enforcement
of  rights  hereunder;  (vi)  subject  to  an  agreement  containing  provisions
substantially  the same as  those of this  Section  10.07,  to (A) any  Eligible
Assignee  of or  participant  in, or any  prospective  Eligible  Assignee  of or
participant in, any of its rights or obligations under this Agreement or (B) any
direct or indirect contractual counterparty or prospective counterparty (or such
contractual counterparty's or prospective  counterparty's  professional advisor)
to any credit  derivative  transaction  relating to obligations of the Borrower;
(vii) with the consent of the  Borrower;  (viii) to the extent such  information
(A)  becomes  publicly  available  other  than as a result  of a breach  of this
Section  10.07  or  (B)  becomes  available  to an  Agent  or  any  Lender  on a
nonconfidential  basis  from a source  other than the  Borrower;  or (ix) to the
National   Association   of  Insurance   Commissioners   or  any  other  similar
organization or any nationally  recognized rating agency that requires access to
information  about  a  Lender's  or  its  Affiliates'  investment  portfolio  in
connection  with ratings  issued with respect to such Lender or its  Affiliates.
For the  purposes of this Section  10.07,  "Information"  means all  information
received from the Borrower relating to the Borrower or its business,  other than
any such information that is available to the Administrative Agent or any Lender
on a nonconfidential basis prior to disclosure by the Borrower; provided that in
the case of information  received from the Borrower after the date hereof,  such
information  is  clearly  identified  in  writing  at the  time of  delivery  as
confidential.

       Section 10.08 Set-off. In addition to any rights now or hereafter granted
under  applicable  law or  otherwise,  and not by way of  limitation of any such
rights,  upon the occurrence and during the  continuance of an Event of Default,
each Lender (and each of its Affiliates) is authorized at any time and from time
to time, without presentment,  demand,  protest or other notice of any kind (all
of such rights being hereby expressly waived), to set-off and to appropriate and
apply any and all deposits  (general or specific) and any other  indebtedness at
any time held or owing by such Lender (including, without limitation,  branches,
agencies or Affiliates of such Lender wherever  located) to or for the credit or
the account of the Borrower against  obligations and liabilities of the Borrower
to the Lenders  hereunder,  under the Notes,  under the other Loan  Documents or
otherwise, irrespective of whether the Administrative Agent or the Lenders shall
have made any demand  hereunder and although such  obligations,  liabilities  or
claims,  or any of them,  may be contingent  or unmatured,  and any such set-off
shall be deemed to have been made immediately upon the occurrence of an Event of
Default  even  though such charge is made or entered on the books of such Lender
subsequent  thereto.  The Borrower hereby agrees that to the extent permitted by
Law any Person  purchasing  a  participation  in the Loans,  Commitments  and LC
Obligations  hereunder  pursuant  to Section  2.01(b),  2.06(a) or (e),  2.14 or
10.06(e) may  exercise  all rights of set-off with respect to its  participation
interest as fully as if such Person were a Lender hereunder and any such set-off
shall  reduce  the  amount  owed by the  Borrower  to the  Lender  (but  without
duplication).

       Section 10.09 Interest Rate Limitation.  Notwithstanding  anything to the
contrary contained in any Loan Document,  the interest paid or agreed to be paid
under the Loan  Documents  shall not exceed  the  maximum  rate of  non-usurious
interest permitted by applicable Law (the "Maximum Rate"). If the Administrative


                                      -76-

<PAGE>


Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess  interest shall be applied to the principal of the Loans or, if
it exceeds  such unpaid  principal,  refunded to the  Borrower.  In  determining
whether the interest  contracted for, charged, or received by the Administrative
Agent or a Lender  exceeds  the  Maximum  Rate,  such  Person may, to the extent
permitted by applicable Law, (i)  characterize any payment that is not principal
as an expense,  fee, or premium  rather than  interest,  (ii) exclude  voluntary
prepayments and the effects thereof, and (iii) amortize,  prorate, allocate, and
spread in equal or unequal  parts the total  amount of interest  throughout  the
contemplated term of the Obligations.

       Section 10.10 Counterparts.  This Agreement may be executed in any number
of  counterparts,  each of which  when so  executed  and  delivered  shall be an
original,  but all of which shall  constitute  one and the same  instrument.  It
shall not be necessary  in making proof of this  Agreement to produce or account
for more than one such  counterpart.  Delivery  of an  executed  counterpart  by
facsimile  shall be effective as an original  executed  counterpart and shall be
deemed  a  representation  that  the  original  executed   counterpart  will  be
delivered.

       Section 10.11 Integration.  This Agreement,  together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior  agreements,  written
or oral,  on such  subject  matter.  In the event of any  conflict  between  the
provisions  of  this  Agreement  and  those  of any  other  Loan  Document,  the
provisions  of this  Agreement  shall  control;  provided  that the inclusion of
supplemental  rights or  remedies  in favor of the  Administrative  Agent or the
Lenders in any other  Loan  Document  shall not be deemed a  conflict  with this
Agreement.  Each Loan Document was drafted with the joint  participation  of the
respective  parties thereto and shall be construed  neither against nor in favor
of any party, put rather in accordance with the fair meaning thereof.

       Section  10.12   Survival  of   Representations   and   Warranties.   All
representations  and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith  shall  survive the execution  and delivery  hereof and thereof.  Such
representations  and  warranties  have  been  or  will  be  relied  upon  by the
Administrative  Agent and each Lender,  regardless of any investigation  made by
the  Administrative  Agent or any Lender or on their behalf and  notwithstanding
that the Administrative  Agent or any Lender may have had notice or knowledge of
any Default or Event of Default at the time of any Credit  Extension,  and shall
continue  in full force and  effect as long as any Loan or any other  Obligation
shall  remain  unpaid  or  unsatisfied  or any  Letter of  Credit  shall  remain
outstanding.

       Section 10.13 Severability. Any provision of this Agreement and the other
Loan  Documents  to  which  the  Borrower  is a  party  that  is  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining  provisions  thereof,  and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render  unenforceable such provision in
any other jurisdiction.

       Section  10.14  Headings.  The  headings and captions of the sections and
subsections  hereof are provided for  convenience  only and shall not in any way
affect the meaning or construction of any provision of this Agreement.

       Section 10.15 Governing Law; Submission to Jurisdiction.

       (a)    THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF
CREDIT AND OTHER THAN AS EXPRESSLY SET FORTH IN SUCH OTHER LOAN  DOCUMENTS)  AND
THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES  HEREUNDER AND  THEREUNDER  SHALL BE
GOVERNED BY AND CONSTRUED AND  INTERPRETED IN ACCORDANCE  WITH THE INTERNAL LAWS


                                      -77-

<PAGE>


OF THE STATE OF NEW YORK  (INCLUDING  WITHOUT  LIMITATION  SECTION 5-1401 OF THE
GENERAL  OBLIGATIONS LAW OF THE STATE OF NEW YORK),  WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL
RETAIN ALL RIGHTS  ARISING  UNDER  FEDERAL  LAW.  EACH LETTER OF CREDIT SHALL BE
GOVERNED  BY,  AND SHALL BE  CONSTRUED  IN  ACCORDANCE  WITH,  THE LAWS OR RULES
DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED,
THE UNIFORM  CUSTOMS AND  PRACTICE  FOR  DOCUMENTARY  CREDITS  (1993  REVISION),
INTERNATIONAL  CHAMBER OF COMMERCE,  PUBLICATION  NO. 500 AND, AS TO MATTERS NOT
GOVERNED BY SUCH UNIFORM  CUSTOMS,  THE  INTERNAL  LAWS OF THE STATE OF NEW YORK
(INCLUDING WITHOUT  LIMITATION SECTION 5-1401 OF THE GENERAL  OBLIGATIONS LAW OF
THE STATE OF NEW YORK),  WITHOUT  REGARD TO  CONFLICTS OF LAWS  PRINCIPLES.  Any
legal  action or  proceeding  with  respect to this  Agreement or any other Loan
Document  may be  brought  in the  courts  of the  State of New York in New York
County,  or of the United  States for the  Southern  District of New York or the
Western  District of North  Carolina,  and, by  execution  and  delivery of this
Agreement,  the Borrower hereby irrevocably accepts for itself and in respect of
its property, generally and unconditional, the nonexclusive jurisdiction of such
courts. The Borrower irrevocably waives, to the fullest extent permitted by law,
any objection  which it may now or hereafter  have to the laying of the venue of
any such proceeding brought in such court and any claim that any such proceeding
brought in any such court has been brought in an inconvenient forum.

       (b)    The Borrower hereby irrevocably  appoints CT Corporation System as
its authorized  agent to accept and  acknowledge  service of any and all process
which may be served in any suit,  action or proceeding of the nature referred to
in this  Section  10.15 and  consents to process  being served in any such suit,
action or  proceeding  upon CT  Corporation  System (with a copy  thereof  being
mailed by overnight  courier to the Borrower's  address  referred to in Schedule
10.02) in any  manner or by the  mailing  of a copy  thereof  by  registered  or
certified mail,  postage prepaid,  return receipt  requested,  to the Borrower's
address referred to in Schedule 10.02. The Borrower agrees that such service (i)
shall be deemed in every  respect  effective  service of process  upon it in any
such suit,  action or proceeding and (ii) shall, to the fullest extent permitted
by law,  be taken  and  held to be  valid  personal  service  upon and  personal
delivery to it.  Nothing in this  Section  10.15  shall  affect the right of any
Lender to serve process in any manner permitted by law or limit the right of any
Lender  to  bring  proceedings  against  the  Borrower  in  the  courts  of  any
jurisdiction or jurisdictions.

       Section 10.16 Waiver of Jury Trial.  EACH PARTY TO THIS AGREEMENT  HEREBY
EXPRESSLY  WAIVES  ANY RIGHT TO TRIAL BY JURY OF ANY  CLAIM,  DEMAND,  ACTION OR
CAUSE OF ACTION  ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES  HERETO OR ANY OF THEM WITH
RESPECT TO ANY LOAN DOCUMENT,  OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER  ARISING,  AND WHETHER  FOUNDED IN CONTRACT OR
TORT OR  OTHERWISE;  AND EACH PARTY  HEREBY  AGREES AND  CONSENTS  THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION  10.16 WITH ANY COURT AS WRITTEN  EVIDENCE OF THE CONSENT
OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

       Section 10.17 Binding Effect.  This Agreement  shall become  effective at
such time when it shall have been executed by the Borrower,  each Lender and the
Administrative  Agent,  and the  conditions  set forth in Section 4.01 have been
satisfied  by the  Borrower  or  waived  by the  Lenders,  and  thereafter  this


                                      -78-

<PAGE>


Agreement  shall be binding upon and inure to the benefit of the  Borrower,  the
Administrative  Agent  and each  Lender  and  their  respective  successors  and
assigns.

       Section  10.18  Conflict.  To the  extent  that  there is a  conflict  or
inconsistency  between any provision  hereof, on the one hand, and any provision
of any other Loan Document, on the other hand, this Agreement shall control.

       Section 10.19  Certification  From Lenders and Participants.  Each Lender
and each assignee or participant of a Lender that is not incorporated  under the
Laws of the United  States of America or a state  thereof  (and is not  excepted
from the certification  requirement  contained in Section 313 of the USA Patriot
Act and the  applicable  regulations  because it is both (i) an  affiliate  of a
depository institution or foreign bank that maintains a physical presence in the
United States or foreign  country,  and (ii) subject to supervision by a banking
authority  regulating  such affiliated  depository  institution or foreign bank)
shall deliver to the  Administrative  Agent the certification or, if applicable,
recertification,  certifying that such Person is not a "shell" and certifying to
other  matters  as  required  by  Section  313 of the  USA  Patriot  Act and the
applicable  regulations  (i) within 10 days after the Amendment  Effective Date,
and (ii) at such other times as are required under the USA Patriot Act.

                            [Signature Pages Follow]


                                      -79-

<PAGE>


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



BORROWER:                       WORTHINGTON INDUSTRIES, INC.


                                By: /s/  John S. Christie
                                    --------------------------------------------
                                    Name:  John S. Christie
                                    Title: President and Chief Financial Officer


                                       -i-

<PAGE>




                                PNC BANK, NATIONAL ASSOCIATION,
                                as Administrative Agent


                                By:   /s/  Louis K. McLinden
                                   ---------------------------------------------
                                    Name: Louis K. McLinden
                                    Title: Vice President



                                PNC BANK, NATIONAL ASSOCIATION,
                                as Swingline Lender


                                By:   /s/   Louis K. McLinden
                                   ---------------------------------------------
                                    Name: Louis K. McLinden
                                    Title: Vice President



                                PNC BANK, NATIONAL ASSOCIATION,
                                as a Lender

                                By:   /s/   Louis K. McLinden
                                   ---------------------------------------------
                                    Name: Louis K. McLinden
                                    Title: Vice President


                                      -ii-

<PAGE>


                                WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

                                By:   /s/   David K. Hall
                                   ---------------------------------------------
                                     Name: David K. Hall
                                     Title: Director


                                      -iii-

<PAGE>


                                THE BANK OF NOVA SCOTIA,
                                as a Lender


                                By:   /s/   N. Bell
                                   ---------------------------------------------
                                    Name: N. Bell
                                    Title: Sr. Manager


                                THE BANK OF NOVA SCOTIA,
                                as Syndication Agent


                                By:   /s/   N. Bell
                                   ---------------------------------------------
                                    Name: N. Bell
                                    Title: Sr. Manager


                                      -iv-

<PAGE>


                                CREDIT SUISSE, CAYMAN ISLANDS
                                BRANCH (formerly Credit Suisse First Boston,
                                Cayman Islands Branch),
                                as a Lender


                                By:   /s/   Paul L. Colon
                                   ---------------------------------------------
                                    Name: Paul L. Colon
                                    Title: Director


                                By:   /s/   Rianka Mohan
                                   ---------------------------------------------
                                    Name: Rianka Mohan
                                    Title: Associate


                                       -v-

<PAGE>


                                FIFTH THIRD BANK (CENTRAL OHIO),
                                as a Lender


                                By:   /s/   Christopher D. Jones
                                   ---------------------------------------------
                                    Name: Christopher D. Jones
                                    Title: Vice President


                                      -vi-

<PAGE>


                                U.S. BANK NATIONAL ASSOCIATION, as a
                                Lender


                                By:   /s/   Robert H. Friend
                                   ---------------------------------------------
                                    Name: Robert H. Friend
                                    Title: Vice President


                                      -vii-

<PAGE>


                                COMERICA BANK, as a Lender


                                By:   /s/   Scott M. Kowalski
                                   ---------------------------------------------
                                    Name: Scott M. Kowalski
                                    Title: Assistant Vice President


                                     -viii-

<PAGE>


                                CITIZENS BANK OF PENNSYLVANIA, as a Lender


                                By:   /s/   Dwayne R. Finney
                                   ---------------------------------------------
                                    Name: Dwayne R. Finney
                                    Title: Senior Vice President


                                      -ix-

<PAGE>


                                THE NORTHERN TRUST COMPANY, as a Lender


                                By:   /s/   Jeffrey P. Sullivan
                                   ---------------------------------------------
                                    Name: Jeffrey P. Sullivan
                                    Title: Vice President


                                      -x-

<PAGE>


                                THE HUNTINGTON NATIONAL BANK,
                                as a Lender


                                By:   /s/   John M. Luehmann
                                   ---------------------------------------------
                                    Name: John M. Luehmann
                                    Title: Vice President


                                      -xi-

<PAGE>


                                JPMORGAN CHASE BANK,
                                as a Lender


                                By:   /s/   Steven P. Sullivan
                                   ---------------------------------------------
                                    Name: Steven P. Sullivan
                                    Title: Vice President


                                     -xii-

<PAGE>


                                NATIONAL CITY BANK, as a Lender


                                By:   /s/   Michael Kelley
                                   ---------------------------------------------
                                    Name: Michael Kelley
                                    Title: SVP


                                     -xiii-

<PAGE>


                                WELLS FARGO BANK, NATIONAL
                                ASSOCIATION, as a Lender


                                By:   /s/   Pete Martinets
                                   ---------------------------------------------
                                    Name: Pete Martinets
                                    Title: Vice President


                                By:   /s/   Melissa Nachman
                                   ---------------------------------------------
                                    Name: Melissa Nachman
                                    Title: Vice President


                                     -xiv-

<PAGE>


                                LASALLE BANK NATIONAL
                                ASSOCIATION, as a Lender


                                By:   /s/   Anthony M. Buehler
                                   ---------------------------------------------
                                    Name: Anthony M. Buehler
                                    Title: Vice President


                                      -xv-

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                               Page

<S>                                                                                                             <C>
ARTICLE I         DEFINITIONS AND ACCOUNTING TERMS...............................................................1

         Section 1.01          Defined Terms.....................................................................1

         Section 1.02          Computation of Time Periods and Other Definitional Provisions....................23

         Section 1.03          Accounting Terms and Determinations..............................................23

         Section 1.04          Types of Borrowings..............................................................23

ARTICLE II        THE CREDIT FACILITIES.........................................................................23

         Section 2.01          Commitments to Lend..............................................................23

         Section 2.02          Notice of Loan...................................................................26

         Section 2.03          [Intentionally Omitted]..........................................................26

         Section 2.04          Notice to Lenders; Funding of Loans..............................................27

         Section 2.05          Evidence of Loans................................................................28

         Section 2.06          Letters of Credit................................................................29

         Section 2.07          Interest.........................................................................36

         Section 2.08          Extension and Conversion.........................................................38

         Section 2.09          Scheduled Termination of Commitments; Mandatory Prepayments......................39

         Section 2.10          Optional Prepayments.............................................................39

         Section 2.11          Adjustment of Commitments........................................................40

         Section 2.12          Fees.............................................................................43

         Section 2.13          Pro-Rata Treatment...............................................................44

         Section 2.14          Sharing of Payments..............................................................44

         Section 2.15          Payments; Computations...........................................................45

ARTICLE III       TAXES, YIELD PROTECTION AND ILLEGALITY........................................................46

         Section 3.01          Taxes............................................................................46

         Section 3.02          Illegality.......................................................................48

         Section 3.03          Basis for Determining Interest Rate Inadequate or Unfair.........................48

         Section 3.04          Increased Costs and Reduced Return...............................................49

         Section 3.05          Funding Losses...................................................................50

         Section 3.06          Base Rate Loans Substituted for Affected Eurodollar Loans........................51

ARTICLE IV        CONDITIONS....................................................................................51

         Section 4.01          Conditions to Effectiveness......................................................51

         Section 4.02          Conditions to All Credit Extensions..............................................53

ARTICLE V         REPRESENTATIONS AND WARRANTIES................................................................53

</TABLE>


                                      -i-

<PAGE>


                                TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>

                                                                                                               Page

<S>                                                                                                             <C>
         Section 5.01          Organization.....................................................................53

         Section 5.02          Financial Condition..............................................................54

         Section 5.03          Litigation, Etc..................................................................54

         Section 5.04          Taxes............................................................................54

         Section 5.05          Authority........................................................................54

         Section 5.06          Other Defaults...................................................................54

         Section 5.07          Licenses, Etc....................................................................55

         Section 5.08          ERISA............................................................................55

         Section 5.09          Environmental Matters............................................................55

         Section 5.10          Ownership of Property; Liens.....................................................55

         Section 5.11          Insurance........................................................................55

         Section 5.12          Subsidiaries.....................................................................55

         Section 5.13          Margin Regulation; Investment Company Act; Public Utility Holding Company
                               Act..............................................................................55

         Section 5.14          Disclosure.......................................................................56

         Section 5.15          Anti-Terrorism Laws..............................................................56

ARTICLE VI        AFFIRMATIVE COVENANTS.........................................................................56

         Section 6.01          Information......................................................................57

         Section 6.02          Books and Records................................................................58

         Section 6.03          Payment of Obligations...........................................................58

         Section 6.04          Compliance with Laws.............................................................58

         Section 6.05          Environmental Violations.........................................................59

         Section 6.06          ERISA Compliance.................................................................59

         Section 6.07          Maintenance of Properties........................................................59

         Section 6.08          Maintenance of Insurance.........................................................59

         Section 6.09          Use of Proceeds..................................................................59

         Section 6.10          Tax Shelter Regulations..........................................................59

ARTICLE VII       NEGATIVE COVENANTS............................................................................59

         Section 7.01          Limitation on Indebtedness of Restricted Subsidiaries............................59

         Section 7.02          Restriction on Liens.............................................................60

         Section 7.03          Investments......................................................................60

         Section 7.04          Merger...........................................................................61

         Section 7.05          Dispositions.....................................................................61

</TABLE>


                                      -ii-

<PAGE>


                                TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>

                                                                                                               Page

<S>                                                                                                             <C>
         Section 7.06          ERISA............................................................................61

         Section 7.07          Designation of Restricted and Unrestricted Subsidiaries..........................62

         Section 7.08          Change in Nature of Business.....................................................62

         Section 7.09          Transactions with Affiliates.....................................................62

         Section 7.10          Burdensome Agreements............................................................62

         Section 7.11          Use of Proceeds..................................................................63

         Section 7.12          Governance Documents.............................................................63

         Section 7.13          Financial Covenants..............................................................63

         Section 7.14          Anti-Terrorism Laws..............................................................63

ARTICLE VIII      DEFAULTS......................................................................................63

         Section 8.01          Events of Default................................................................63

         Section 8.02          Acceleration; Remedies...........................................................64

ARTICLE IX        AGENCY PROVISIONS.............................................................................65

         Section 9.01          Appointment; Authorization.......................................................65

         Section 9.02          Delegation of Duties.............................................................66

         Section 9.03          Exculpatory Provisions...........................................................66

         Section 9.04          Reliance on Communications.......................................................66

         Section 9.05          Notice of Default................................................................67

         Section 9.06          Credit Decision; Disclosure of Information by Administrative Agent...............67

         Section 9.07          Indemnification..................................................................67

         Section 9.08          Agents in Their Individual Capacity..............................................68

         Section 9.09          Successor Agents.................................................................68

         Section 9.10          Certain Other Agents.............................................................68

         Section 9.11          Agents' Fees; Arranger Fee.......................................................69

         Section 9.12          No Reliance on Agents' Customer Identification Program...........................69

ARTICLE X         MISCELLANEOUS.................................................................................69

         Section 10.01         Amendments, Waivers and Consents.................................................69

         Section 10.02         Notices and Other Communications; Facsimile Copies...............................70

         Section 10.03         No Waiver; Cumulative Remedies...................................................71

         Section 10.04         Attorney Costs, Expenses and Taxes...............................................72

         Section 10.05         Indemnification..................................................................72

         Section 10.06         Successors and Assigns...........................................................73

</TABLE>


                                     -iii-

<PAGE>


                                TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>

                                                                                                               Page

<S>                                                                                                             <C>
         Section 10.07         Confidentiality..................................................................76

         Section 10.08         Set-off..........................................................................76

         Section 10.09         Interest Rate Limitation.........................................................76

         Section 10.10         Counterparts.....................................................................77

         Section 10.11         Integration......................................................................77

         Section 10.12         Survival of Representations and Warranties.......................................77

         Section 10.13         Severability.....................................................................77

         Section 10.14         Headings.........................................................................77

         Section 10.15         Governing Law; Submission to Jurisdiction........................................77

         Section 10.16         Waiver of Jury Trial.............................................................78

         Section 10.17         Binding Effect...................................................................78

         Section 10.18         Conflict.........................................................................79

         Section 10.19         Certification From Lenders and Participants......................................79

</TABLE>


Schedules:

         Schedule 1.01A       -    Lenders and Commitments
         Schedule 2.16        -    Portion of Existing Loans
         Schedule 5.12        -    Subsidiaries
         Schedule 7.01             Existing Letters of Credit
         Schedule 7.03        -    Investments
         Schedule 7.07        -    Unrestricted Subsidiaries
         Schedule 10.02       -    Notices; Lending Offices

Exhibits:

         Exhibit A-1          -    Form of Revolving Loan Request
         Exhibit A-2          -    Form of Swingline Loan Request
         Exhibit A-3          -    Form of Letter of Credit Request
         Exhibit A-4          -    Form of Notice of Extension/Conversion
         Exhibit B-1          -    Form of Revolving Note
         Exhibit B-2          -    Form of Swingline Note
         Exhibit C            -    Form of Assignment and Acceptance
         Exhibit D            -    Form of Opinion of Counsel for the Borrower


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