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             Conduit Facility, Transfer and Revolving Credit Agreement
                                         
                           Dated as of November 24, 1998
                                         
                                       among
                                         
                     ADC Telecommunications, Inc., as Borrower
                                         
                    Windmill Funding Corporation, as a Conduit,
                                         
                                         
                    Amsterdam Funding Corporation, as a Conduit,
                                         
                                ABN AMRO Bank N.V.,
               as Agent, as a Liquidity Provider and as the Enhancer
                                         
                                        and
                                         
                   the other financial institutions party hereto,
                                as Committed Lenders

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                                 TABLE OF CONTENTS


Section                             Heading                                      Page
                                                                           
Article I             Definitions                                                 7

     Section 1.1.     Certain Defined Terms.                                      7
     Section 1.2.     Other Interpretive Provisions                              28
     Section 1.3.     Accounting Principles                                      29

Article II            Uncommitted Conduit Facility                               29

     Section 2.1.     Conduit Facilities                                         30
     Section 2.2.     Manner of Borrowing                                        30
     Section 2.3.     Interest Rates and Payments                                30
     Section 2.4.     Maturity Dates; Prepayments                                31
     Section 2.5.     The Participating Interests.                               31

Article III           Sales from Amsterdam; Allocations                          32

     Section 3.1.     Required Purchases from Amsterdam                          32

Article IV            The Committed Credits                                      34

     Section 4.1.     Amounts and Terms of Commitments                           34
     Section 4.2      Subject Bank Loans.                                        34
     Section 4.3.     Loan Accounts                                              34
     Section 4.4.     Procedure for Committed Borrowing                          35
     Section 4.5.     Conversion and Continuation Elections for Loans            36
     Section 4.6.     Voluntary Termination or Reduction of Commitments          37
     Section 4.7.     Optional Prepayments                                       37
     Section 4.8.     Repayment                                                  37
     Section 4.9.     Interest                                                   38
     Section 4.10.    Fees                                                       38
     Section 4.11.    Commitment of Fees and Interest                            39
     Section 4.12.    Payments by the Borrower                                   39
     Section 4.13.    Assumed Payments                                           40
     Section 4.14.    Sharing of Payments, Etc.                                  40
     Section 4.15.    Extension of Liquidity Termination Date                    41

Article V             Taxes, Yield Protection and Illegality                     42

     Section 5.1.     Taxes                                                      42
     Section 5.2.     Illegality                                                 43
     Section 5.3.     Increased Costs and Reduction of Return                    43
     Section 5.4.     Funding Losses                                             44
     Section 5.5.     Inability to Determine Rates                               45
     Section 5.6.     Certificates of Lenders                                    45


                                      -2-
<PAGE>


                                                                           
     Section 5.7.     Survival                                                   45

Article VI            Conditions Precedent                                       45

     Section 6.1.     Conditions to Effectiveness of this Agreement              46
     Section 6.2.     Conditions to All Committed Loans                          47

Article VI            Representations and Warranties                             47

     Section 7.1.     Corporate Existence and Power                              48
     Section 7.2.     Corporate Authorization; No Contravention                  48
     Section 7.3.     Governmental Authorization                                 48
     Section 7.4.     Binding Effect                                             48
     Section 7.5.     Litigation                                                 48
     Section 7.6.     No Default                                                 49
     Section 7.7.     ERISA Compliance                                           49
     Section 7.8.     Use of Proceeds, Margin Regulations                        50
     Section 7.9.     Title to Properties                                        50
     Section 7.10.    Taxes                                                      50
     Section 7.11.    Financial Condition                                        50
     Section 7.12.    Environmental Matters                                      50
     Section 7.13.    Regulated Entities                                         51
     Section 7.14.    No Burdensome Restrictions                                 51
     Section 7.15.    Copyrights, Patents, Trademarks and Licenses, Etc.         51
     Section 7.16.    Subsidiaries                                               52
     Section 7.17.    Insurance                                                  52
     Section 7.18.    Swap Obligations                                           52
     Section 7.19.    Full Disclosure                                            52
     Section 7.20.    Year 2000 Compatibility                                    52

Article VIII          Affirmative Covenants                                      53

     Section 8.1.     Financial Statements                                       53
     Section 8.2.     Certificates, Other Information                            53
     Section 8.3.     Notices                                                    54
     Section 8.4.     Preservation of Corporate Existence, Etc.                  55
     Section 8.5.     Maintenance of Property                                    56
     Section 8.6.     Insurance                                                  56
     Section 8.7.     Payment of Obligations                                     56
     Section 8.8.     Compliance with Laws                                       57
     Section 8.9.     Compliance with ERISA                                      57
     Section 8.10.    Inspection of Property and Books and Records               57
     Section 8.11.    Environmental Laws                                         57
     Section 8.12.    Use of Proceeds                                            57
     Section 8.13.    Further Assurances                                         58
     Section 8.14.    Year 2000 Compatibility                                    58

Article IX            Negative Covenants                                         58


                                      -3-
<PAGE>


                                                                           
     Section 9.1.     Limitation on Liens                                        58
     Section 9.2.     Disposition of Assets                                      60
     Section 9.3.     Consolidations and Mergers                                 60
     Section 9.4.     Loans and Investments                                      61
     Section 9.5.     Limitation on Indebtedness                                 62
     Section 9.6.     Transactions with Affiliates                               62
     Section 9.7.     Use of Proceeds                                            62
     Section 9.8.     Contingent Obligations                                     62
     Section 9.9.     Lease Obligations                                          63
     Section 9.10.    Restricted Payments                                        63
     Section 9.11.    ERISA                                                      64
     Section 9.12.    Change in Business                                         64
     Section 9.13.    Accounting Changes                                         64
     Section 9.14.    Negative Pledges, Restrictive Agreements, etc.             64
     Section 9.15.    Ability to Amend; Restrictive Agreements.                  64

Article X             Financial Tests                                            65

     Section 10.1.    Net Worth                                                  65
     Section 10.2.    Funded Debt to EBITDA Ratio                                65
     Section 10.3.    EBITDA to Interest Expense Ratio                           65

Article XI            Events of Default                                          65

     Section 11.1.    Event of Default                                           65
     Section 11.2.    Remedies                                                   68
     Section 11.3.    Rights Not Exclusive                                       68
     Section 11.4.    Allocations and Distributions                              68

Article XII           The Agent                                                  69

     Section 12.1.    Appointment and Authorization:  Agent                      69
     Section 12.2.    Delegation of Duties                                       69
     Section 12.3.    Liability of Agent                                         69
     Section 12.4.    Reliance by Age                                            70
     Section 12.5.    Notice of Default                                          70
     Section 12.6.    Credit Decision                                            70
     Section 12.7.    Indemnification of Agent                                   71
     Section 12.8.    Agent in Individual Capacity                               71
     Section 12.9.    Successor Agent                                            71
     Section 12.10.   Withholding Tax                                            72

Article XII           Miscellaneous                                              73

     Section 13.1.    Amendments and Waiver                                      73
     Section 13.2.    Notices                                                    74
     Section 13.3.    No Waiver: Cumulative Remedies                             75
     Section 13.4.    Costs and Expenses                                         75


                                      -4-
<PAGE>


                                                                           
     Section 13.5.    Borrower Indemnification                                   75
     Section 13.6.    Payments Set Aside                                         76
     Section 13.7.    Successors and Assigns                                     76
     Section 13.8.    Participations; Assignments                                76
     Section 13.9.    Confidentiality                                            78
     Section 13.10.   Set-off                                                    78
     Section 13.11.   Notification of Addresses, Lending Offices, Etc.           78
     Section 13.12.   Counterparts                                               79
     Section 13.13.   Severability                                               79
     Section 13.14.   No Third Parties Benefited                                 79
     Section 13.15.   Governing Law and Jurisdiction                             79
     Section 13.16.   Waiver of Jury Trial                                       79
     Section 13.18.   Entire Agreement                                           80
     Section 13.19.   Agreement Not to Petition                                  80
     Section 13.20.   Excess Funds                                               80
     Section 13.21.   Rating Agency Approval                                     80

SCHEDULES

Schedule 4.1     Commitments                                                     93
Schedule 7.5     Litigation                                                      94
Schedule 7.7     ERISA                                                           95
Schedule 7.11    Permitted Liabilities                                           96
Schedule 7.12    Environmental Matters                                           97
Schedule 7.16    Subsidiaries and Minority Interests                             98
Schedule 7.17    Insurance Matters                                              102
Schedule 9.1     Permitted Liens                                                103
Schedule 9.5     Permitted Indebtedness                                         104
Schedule 9.8     Contingent Obligations                                         105
Schedule 13.2    Lending Offices; Addresses for Notices                         106



EXHIBITS

Exhibit A        Form of Conduit Note                                         A-117
Exhibit B        Form of Conduit Borrowing Request                            B-119
Exhibit C        Form of Assignment Conduit to Committed Lender               C-121
Exhibit D        Form of Notice of Borrowing                                  D-125
Exhibit E        Form of Notice of Conversion/Continuation                    E-127
Exhibit F        Form of Compliance Certificate                               F-128
Exhibit G-1      Form of Legal Opinion of Borrower's General Counsel        G-1-131
Exhibit G-2      Form of Legal Opinion of Borrower's Outside Counsel        G-2-132
Exhibit H        Form of Committed Loan Note                                  H-133



                                      -5-
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                                      -6-
<PAGE>

                            CONDUIT FACILITY, TRANSFER AND
                              REVOLVING CREDIT AGREEMENT

       This Conduit Facility, Transfer and Revolving Credit Agreement is
entered into as of November 24, 1998, among ADC Telecommunications, Inc., a
Minnesota corporation (the "BORROWER"), Windmill Funding Corporation, a Delaware
Corporation ("WINDMILL"), Amsterdam Funding Corporation, a Delaware Corporation
("AMSTERDAM"), the several financial institutions from time to time party to
this Agreement (collectively, the "LIQUIDITY PROVIDERS" and individually, a
"LIQUIDITY PROVIDER") and ABN AMRO Bank N.V., in its individual capacity as a
Liquidity Provider and as the Enhancer and in its capacity as agent for the
Lenders (the "AGENT").

       Whereas, each Conduit may, from time to time, in its sole discretion
make uncommitted loans to the Borrower, upon the terms and conditions set forth
in this Agreement; and

       Whereas, the Committed Lenders have agreed to make available to the
Borrower a committed revolving credit facility, upon the terms and conditions
set forth in this Agreement;

       Now, Therefore, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties agree as follows:

                                      ARTICLE I

                                     DEFINITIONS

       SECTION 1.1.   CERTAIN DEFINED TERMS.  The following terms have the
following meanings:

       "ABN AMRO" means ABN AMRO Bank N.V., in its individual capacity, and its
successors and assigns.

       "ACQUISITION" means any transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of any business or
division of a Person, (b) the acquisition of in excess of 50% of the capital
stock, partnership interests, membership interests or equity of any Person, or
otherwise causing any Person to become a Subsidiary, or (c) a merger or
consolidation or any other combination with another Person (other than a Person
that is a Subsidiary) PROVIDED that the Borrower or the Subsidiary is the
surviving entity.

       "ADDITIONAL LIQUIDITY PROVIDER" is defined in Section 4.15(b).

       "ADMINISTRATION AGREEMENT" means, for Amsterdam, the Administration
Agreement, dated as of August 13, 1996, between Lord Securities Corporation, as
the Management Company for Amsterdam, and ABN AMRO Bank N.V., as the
Administrator for Amsterdam and, for Windmill, the Second Amended and Restated
Administration Agreement, dated as of November 15, 1994, between Lord Securities
Corporation, as the Management Company for

                                     -7-

<PAGE>

Windmill, and ABN AMRO Bank N.V., as the Administrator for Windmill.

       "ADVANCE" means for any Conduit, the amount of funds it advances to the
Borrower on a Borrowing Date for an Interest Period. 

       "AFFILIATE" means, as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person.  A Person shall be deemed to control another Person if the
controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of the other Person, whether
through the ownership of voting securities, membership interests, by contract,
or otherwise.

       "AGENT" means ABN AMRO Bank N.V., in its capacity as agent for the
Lenders hereunder, and any successor agent appointed pursuant to Section 12.9.

        "AGENT-RELATED PERSONS" means the Agent, together with its respective
Affiliates, and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.

       "AGENT'S PAYMENT OFFICE" means the address for payments set forth on
Schedule 13.2 or such other address as the Agent may from time to time specify.

       "AGREEMENT" means this Conduit Facility, Transfer and Revolving Credit
Agreement, as amended, modified or supplemented from time to time.

       "AGGREGATE COMMITMENT" means the aggregate of all Committed Lenders'
Commitments.

       "AGGREGATE UNUSED COMMITMENT" means the aggregate of each Committed
Lender's Unused Commitment.

       "AMSTERDAM" is defined in the preamble.

       "AMSTERDAM AGGREGATE COMMITMENT" means, as of any date, the sum of
(i) the portions of the Commitments of Windmill Committed Lenders that are not
Windmill Commitments as of such date plus (ii) the Commitments of all other
Committed Lenders.

       "AMSTERDAM COMMITMENT" means, as of any date, (i) for a Windmill
Committed Lender, its Commitment minus its Windmill Commitment and (ii) for any
other Committed Lender, its Commitment.

       "AMSTERDAM COMMITTED LENDERS" means (i) the Amsterdam Enhancer,
(ii) each Liquidity Provider that is not a Windmill Committed Lender, and
(iii) to the extent of its Commitment minus the sum of its Windmill Commitment
and the principal amount of its outstanding Loans, each Liquidity Provider that
is a Windmill Committed Lender.

       "AMSTERDAM ENHANCER" means ABN AMRO as issuer of the Program LOC for

                                     -8-

<PAGE>

Amsterdam.

       "AMSTERDAM PERMITTED INVESTMENTS" means (a) evidences of indebtedness,
maturing within thirty (30) days after the date of purchase thereof, issued by,
or guaranteed by the full faith and credit of, the federal government of the
USA, (b) repurchase agreements with banking institutions or broker-dealers
registered under the Securities Exchange Act of 1934 the short-term unsecured
obligations of which are rated at least "A-1" (or the equivalent) by S&P and at
least "P-1" (or the equivalent) by Moody's which are fully secured by
obligations of the kind specified in clause (a), (c) money market funds
(i) rated not lower than the highest rating category from Moody's and "AAA m" or
"AAAm-g," from S&P or (ii) which are otherwise acceptable to the Rating Agencies
or (d) commercial paper issued by any corporation incorporated under the laws of
the USA and rated at least "A-1" (or the equivalent) by S&P and at least "P-1"
(or the equivalent) by Moody's.

       "AMSTERDAM RATABLE SHARE" means, as of any date, for each Amsterdam
Committed Lender, such Lender's Amsterdam Commitment divided by the Amsterdam
Aggregate Commitment.  If, however, on the date any payment for any Put is to be
made by the Amsterdam Committed Lenders, the sum of the outstanding Amsterdam
Interest in Advances acquired from Amsterdam of the Amsterdam Enhancer plus
Program Unreimbursed Draw Amount of the Amsterdam Enhancer is in excess of its
Amsterdam Ratable Share of the outstanding Amsterdam Interest and Program
Unreimbursed Draw Amount of all Amsterdam Committed Lenders, then for purposes
of such Put the Amsterdam Ratable Share of each Amsterdam Committed Lender shall
be replaced with a percentage equal for each Amsterdam Committed Lender to
(a) its Amsterdam Commitment minus its Amsterdam Interest acquired from
Amsterdam and, in the case of the Amsterdam Enhancer, its Program Unreimbursed
Draw Amount before such Put (its "EXISTING LOAN AMOUNT") divided by (b) the
Amsterdam Aggregate Commitment minus the sum of the Existing Loan Amounts of all
Amsterdam Committed Lenders.

       "APPLICABLE MARGIN" means a margin, expressed in basis points per annum,
based on the Funded Debt to EBITDA Ratio set forth in Section 10.2, as follows:



                                                    Conduit               Loan               LIBOR
        Funded Debt to        Program Fee       Commitment Fee       Commitment Fee       Rate Margin
        EBITDA Ratio
                                                                               
less than 1.0:1                   17.5               12.5                 17.5                45.0
greater than or equal to                                                                      57.5
1.0:1 but less than 2.0:1         17.5                15                  20.0           
greater than or equal to                                                                 
2.0:1                             17.5               17.5                 22.5                70.0


       In addition, for the first 180 days after the Closing Date, the LIBOR
Rate Margin shall be the greater of 60.0 basis points (which includes the 15
basis point Facility Utilization margin referred to in the next sentence) and
the LIBOR Rate Margin set forth above.  In addition, as to any LIBOR Rate
Committed Loan, a 15 basis point Facility Utilization margin shall be added to
the then applicable LIBOR Rate Margin expressed above if the Facility
Utilization is greater than 50%.  "FACILITY UTILIZATION" means, for any day, the
utilization of the Commitments for such day (or if such day is not a Business
Day the immediately preceding Business Day) as calculated by

                                     -9-

<PAGE>

the Agent after giving effect to any Loans or Advances made or repaid on such
date.  For purposes hereof, the Commitments shall be deemed utilized on any
given day to the extent of the aggregate outstanding principal amount of the
Loans and the Matured Value of all outstanding Advances on such day.

        "ATTORNEY COSTS" means and includes all reasonable fees and
disbursements of any law firm or other external counsel, the reasonable
allocated cost of internal legal services and all disbursements of internal
counsel.

       "BANKRUPTCY CODE" means the Federal Bankruptcy Reform Act of 1978 (11
U.S.C. Section 101, ET SEQ.), and any successor statute thereto.

       "BANKRUPTCY EVENT" means, for any Person, that (a) such Person shall
make a general assignment for the benefit of creditors or any proceeding shall
be instituted by or against such Person seeking to adjudicate it bankrupt or
insolvent, or seeking the liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry or an order for relief or the appointment of a receiver,
trustee or other similar official for it or any substantial part of its property
or (b) such Person shall take any corporate action to authorize any of the
actions set forth in clause (a) of this definition.

       "BASE RATE" means, for any day, the higher of: (a) 0.50% per annum above
the latest Federal Funds Rate; and (b) the rate of interest in effect for such
day as publicly announced from time to time by ABN AMRO in Chicago, Illinois, as
its "prime lending rate."  The "PRIME LENDING RATE" shall mean the rate
announced by ABN AMRO from time to time as its prime lending rate for commercial
loans within the United States (but is not intended to be the lowest rate of
interest) charged by ABN AMRO in connection with extensions of credit to
debtors.  Any change in the "prime lending rate" announced by ABN AMRO shall
take effect at the opening of business on the day specified in the public
announcement of such change.

       "BASE RATE COMMITTED LOAN" means a Committed Loan that bears interest
based on the Base Rate.

       "BASE RATE LOAN" means a Base Rate Committed Loan or a Base Rate
Transfer Loan.

       "BASE RATE TRANSFER LOAN" means a Transfer Loan that bears interest
based on the Base Rate.

       "BORROWER" is defined in the preamble.

       "BORROWING" means a borrowing hereunder consisting of Loans of the same
Type made to the Borrower on the same day by the Lenders and may be a Committed
Borrowing having, other than in the case of Base Rate Loans, the same Interest
Period.

       "BORROWING AMOUNT" is defined in Section 2.2(a).

                                     -10-

<PAGE>

       "BORROWING DATE" means any date on which a Committed Borrowing occurs
under Section 4.4 or an Advance is made under Section 2.2.

       "BUSINESS DAY" means any day other than a Saturday, Sunday or other day
on which commercial banks in New York City, New York or Chicago, Illinois are
authorized or required by law to close and, if the applicable Business Day
relates to any LIBOR Rate Committed Loan, means such a day on which dealings are
carried on in the applicable London dollar interbank market.

       "CAPITAL ADEQUACY REGULATION" means any guideline, request or directive
of any central bank or other Governmental Authority, or any other law, rule or
regulation, whether or not having the force of law, in each case regarding
capital adequacy of any bank or institutional lender or of any Person
controlling a bank or institutional lender.

       "CERCLA" has the meaning specified in the definition of "ENVIRONMENTAL
LAWS."

       "CHANGE OF CONTROL" of the Borrower means (i) the acquisition by any
Person, entity or "GROUP," within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act (excluding for this purpose, the Borrower or its Subsidiaries,
or any employee benefit plan of the Borrower or its Subsidiaries which acquires
beneficial ownership of voting securities of the Borrower) of beneficial
ownership (within the meaning of Rule l3d-3 promulgated under the Exchange Act)
of 25% or more of either the then outstanding shares of common stock or the
combined voting power of the Borrower's then outstanding voting securities
entitled to vote generally in the election of directors; or (ii) individuals
who, as of the Closing Date, constitute the Board of Directors (as of the date
hereof the "INCUMBENT BOARD") cease for any reason to constitute at least a
majority of the Board of Directors, PROVIDED that any Person becoming a director
subsequent to the Closing Date whose election, or nomination for election by the
Borrower's stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
Person were a member of the Incumbent Board; or (iii) approval by the
stockholders of the Borrower of a reorganization, merger or consolidation, in
each case, with respect to which Persons who were the stockholders of the
Borrower immediately prior to such reorganization, merger or consolidation do
not, immediately thereafter, own more than 25% of the combined voting power
entitled to vote generally in the election of directors of the reorganized,
merged or consolidated Borrower's then outstanding voting securities; or (iv) a
liquidation or dissolution of the Borrower (other than pursuant to the United
States Bankruptcy Code) or the conveyance, transfer or leasing of all or
substantially all of the assets of the Borrower.

       "CLOSING DATE" means the date on which all conditions precedent set
forth in Section 6.1 are satisfied or waived by all Lenders (or, in the case of
Section 6.1(e), waived by the Person entitled to receive such payment).

       "CODE" means the Internal Revenue Code of 1986 (and any successor
statute thereto), and regulations promulgated thereunder.

       "COMMITTED BORROWING" means a Borrowing hereunder consisting of
(i) Loans made on

                                     -11-

<PAGE>

the same day by the Committed Lenders ratably according to their respective
Pro Rata Shares and, in the case of LIBOR Rate Committed Loans, having the
same Interest Periods or (ii) a Committed Loan made by a Subject Bank
pursuant to Section 4.2.

       "COMMITTED LOAN" means a Loan by a Committed Lender to the Borrower
under Section 4.1 or by a Subject Bank pursuant to Section 4.2, and may be a
LIBOR Rate Committed Loan or a Base Rate Committed Loan (each, a "TYPE" of
Committed Loan).

       "COMMITTED LOAN NOTE" has the meaning specified in Section 4.3.

       "COMMITTED LENDERS" means the Enhancer and the Liquidity Providers.

       "COMMITMENT" has the meaning specified in Section 4.1.

       "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
of Exhibit F.

       "CONDUIT NOTE" is defined in Section 2.1.

       "CONDUIT PORTION" means a percentage of the Unused Commitment of each
Liquidity Provider equal to the Matured Value of all outstanding Advances
divided by the sum of the Matured Value of all outstanding Advances plus the
principal amount of all outstanding Loans unless no Loans or Advances are
outstanding in which case such percentage shall be equal to 100%.

       "CONDUITS" means Windmill and Amsterdam, collectively.

       "CONDUIT TERMINATION DATE" means, for each Conduit, the earliest of
(a) the Business Day designated by the applicable Conduit at any time to the
Agent and (b) five days prior to the Liquidity Termination Date.

       "CONSENT DATE" is defined in Section 4.15(a).

       "CONTINGENT OBLIGATION" means, as to any Person, any direct or indirect
liability of that Person, whether or not contingent, with or without recourse,
(a) with respect to any Indebtedness, lease, dividend, letter of credit or other
obligation (the "PRIMARY OBLIGATIONS") of another Person (the "PRIMARY
OBLIGOR"), including any obligation of that Person (i) to purchase, repurchase
or otherwise acquire such primary obligations or any security therefor, (ii) to
advance or provide funds for the payment or discharge of any such primary
obligation, or to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency or any balance sheet
item, level of income or financial condition of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation, or (iv) otherwise to assure or hold
harmless the holder of any such primary obligation against loss in respect
thereof (each, a "GUARANTY OBLIGATION"); (b) with respect to any Surety
Instrument issued for the account of that Person or as to which that Person is
otherwise liable for reimbursement of drawings or payments; (c) to purchase any
materials, supplies or other property

                                     -12-

<PAGE>

from, or to obtain the services of, another Person if the relevant contract
or other related document or obligation requires that payment for such
materials, supplies or other property, or for such services, shall be made
regardless of whether delivery of such materials, supplies or other property
is ever made or tendered, or such services are ever performed or tendered; or
(d) in respect of any Swap Contract.  The amount of any Contingent Obligation
shall, in the case of Guaranty Obligations, be deemed equal to the stated or
determinable amount of the primary obligation in respect of which such
Guaranty Obligation is made or, if not stated or if indeterminable, the
maximum reasonably anticipated liability in respect thereof, and in the case
of other Contingent Obligations other than in respect of Swap Contracts,
shall be equal to the maximum reasonably anticipated liability in respect
thereof and, in the case of Contingent Obligations in respect of Swap
Contracts, shall be equal to the Swap Termination Value.

       "CONTRACTUAL OBLIGATION" means, as to any Person, any provision of any
security issued by such Person or of any agreement, undertaking, contract,
indenture, mortgage, deed of trust or other instrument, document or agreement to
which such Person is a party or by which it or any of its property is bound.

       "CONVERSION/CONTINUATION DATE" means any date on which, under
Section 4.5, the Borrower either: (a) converts Committed Loans of one Type to
another Type; or (b) continues as Committed Loans of the same Type, but with a
new Interest Period, Committed Loans having Interest Periods expiring on such
date.

       "CP DEALER" means, at any time, each Person that a Conduit then engages
as a placement agent or commercial paper dealer.

       "CP NOTES" means the commercial paper notes issued by the applicable
Conduit to fund its Interests in the Advances.

       "CP RATE" means, for any Interest Period for an Advance, a rate per
annum equal to the weighted average of the rates at which CP Notes having a term
equal to such Interest Period may be sold by any CP Dealer selected by the
applicable Conduit, as agreed between each such CP Dealer and such Conduit.  If
such rate is a discount rate, the CP Rate shall be the rate resulting from the
applicable Conduit's converting such discount rate to an interest-bearing
equivalent rate.  The CP Rate shall include all costs and expenses to the
applicable Conduit of issuing the related CP Notes, including all dealer
commissions and note issuance costs in connection therewith.

       "DEFAULT" means any event or circumstance which, with the giving of
notice, the lapse of time, or both, would (if not cured or otherwise remedied
during such time) constitute an Event of Default.

       "DEPOSITARY AGREEMENT" means, with respect to Windmill, the Second
Amended and Restated Depositary Agreement dated as of November 15, 1994 between
Windmill and The Chase Manhattan Bank, as Depositary for Windmill and, with
respect to Amsterdam, the Depositary Agreement dated as of August 13, 1996
between Amsterdam and The Chase Manhattan Bank, as Depositary for Amsterdam.

                                     -13-

<PAGE>

       "DOLLARS", "DOLLARS" and "$" each mean lawful money of the United
States.

       "DOWNGRADING EVENT" is defined in Section 13.8(c).

       "EBITDA" means, for any applicable period, Net Income for such period,
plus, to the extent deducted in determining Net Income for such period, the
aggregate amount of (i) Interest Expense, (ii) federal, state, local and foreign
income taxes and (iii) depletion, depreciation and amortization of tangible and
intangible assets.

       "ENHANCER" means the Amsterdam Enhancer and the Windmill Enhancer.

       "ENVIRONMENTAL CLAIMS" means all claims, however asserted, by any
Governmental Authority or other Person alleging potential liability or
responsibility for violation of any Environmental Law, or for release or injury
to the environment or threat to public health, personal injury (including
sickness, disease or death), property damage, natural resources damage, or
otherwise alleging liability or responsibility for damages (punitive or
otherwise), cleanup, removal, remedial or response costs, restitution, civil or
criminal penalties, injunctive relief, or other type of relief, resulting from
or based upon the presence, placement, discharge, emission or release (including
intentional and unintentional, negligent and nonnegligent, sudden or nonsudden,
accidental or nonaccidental, placement, spills, leaks, discharges, emissions or
releases) of any Hazardous Material at, in, or from property, whether or not
owned by the Borrower.

       "ENVIRONMENTAL LAWS" means all federal, state or local laws, statutes,
common law duties, rules, regulations, ordinances and codes, together with all
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authorities, in each case
relating to environmental, health, safety and land use matters; including the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA"), the Clean Air Act, the Federal Water Pollution Control Act of 1972,
the Solid Waste Disposal Act, the Federal Resource Conservation and Recovery
Act, the Toxic Substances Control Act, and the Emergency Planning and Community
Right-to-Know Act.

       "ENVIRONMENTAL PERMITS" is defined in Section 7.12(b).

       "EQUITY SWAP" means transactions entered into by the Borrower in April
1998 (for 2,000,000 shares of the Borrower's stock) and October 1998 (for
500,000 and 95,000 shares of the Borrower's stock) in which: (1) the Borrower
sold put options that entitle the holder of the options to sell the above shares
of the Borrower's common stock to the Borrower at certain predetermined prices,
and (2) the Borrower purchased call  options that entitle the Borrower to buy
the above shares of its common stock at certain predetermined prices.  The
options will be settled with shares of the Borrower's common stock having a
value equal to the difference between the exercise price and the market value at
the time of exercise.

       "ERISA" means the Employee Retirement Income Security Act of 1974, and
regulations promulgated thereunder.

                                     -14-

<PAGE>

       "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).

       "ERISA EVENT" means (a) a Reportable Event with respect to a Pension
Plan; (b) 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) or a cessation
of operations which is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) 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; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Section 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) 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 (f) 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 RESERVE PERCENTAGE" has the meaning specified in the
definition of "LIBOR Rate."

       "EVENT OF DEFAULT" means any of the events or circumstances specified in
Section 11.1.

       "EXCHANGE ACT" means the Securities Exchange Act of 1934, and
regulations promulgated thereunder.

       "EXISTING LIQUIDITY TERMINATION DATE" is defined in Section 4.15.

       "FACE AMOUNT" means the face amount of CP Notes issued on a discount
basis or, for CP Notes not issued on a discount basis, the principal amount of
such CP Notes together with interest thereon to stated maturity.

       "FDIC" means the Federal Deposit Insurance Corporation, and any
Governmental Authority succeeding to any of its principal functions.

       "FEDERAL FUNDS RATE" means, for any day, the rate set forth in the
weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Bank of New York (including any
such successor, "H.15(519)") on the preceding Business Day opposite the caption
"Federal Funds (Effective)"; or, if for any relevant day such rate is not so
published on any such preceding Business Day, the rate for such day will be the
arithmetic mean as determined by the Agent of the rates for the last transaction
in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on
that day by each of three leading brokers of Federal funds transactions in New
York City selected by the Agent.

        "FEE LETTER" has the meaning specified in Section 4.10(a).

                                     -15-

<PAGE>

       "FUNDED DEBT" of a Person means "Indebtedness" of such Person of the
types described in clauses (a), (b), (c), and (d) of the definition thereof,
together with all Indebtedness of the type described in such clauses secured by
(or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien upon or in property (including accounts
and contracts rights) owned by such Person, even though such Person has not
assumed or become liable for the payment of such Indebtedness.

       "FRB" means the Board of Governors of the Federal Reserve System, and
any Governmental Authority succeeding to any of its principal functions.

       "FURTHER TAXES" means any and all present or future taxes, levies,
assessments, imposts, duties, deductions, fees, withholdings or similar charges
(including, without limitation, net income taxes and franchise taxes), and all
liabilities with respect thereto, imposed by any jurisdiction on account of
incremental amounts payable or paid pursuant to Section 5.1.

       "GAAP" means generally accepted accounting principles set forth from
time to time in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of the date of
determination.

       "GOVERNMENTAL AUTHORITY" means any nation or government, any state or
other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

       "GUARANTY OBLIGATION" has the meaning specified in the definition of
"Contingent Obligation."

       "HAZARDOUS MATERIALS" means all those substances that are regulated by,
or which may form the basis of liability under, any Environmental Law, including
any substance identified under any Environmental Law as a pollutant,
contaminant, hazardous waste, hazardous constituent, special waste, hazardous
substance, hazardous material, or toxic substance, or petroleum or petroleum
derived substance or waste.

       "INDEBTEDNESS" of any Person means, without duplication, (a) all
indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the deferred purchase price of property or services (other than trade
payables entered into in the ordinary course of business on ordinary terms); (c)
all non-contingent reimbursement or payment obligations with respect to Surety
Instruments; (d) all obligations evidenced by notes, bonds, debentures or
similar instruments, including obligations so evidenced incurred in connection
with the acquisition of property, assets or businesses; (e) all obligations with
respect to capital leases; (f) all indebtedness referred to in clauses (a)
through (e) above secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any Lien upon

                                     -16-

<PAGE>

or in property (including accounts and contracts rights) owned by such
Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness; and (g) all Guaranty Obligations in respect of
indebtedness or obligations of others of the kinds referred to in clauses (a)
through (e) above. For all purposes of this Agreement, the Indebtedness of
any Person shall include all recourse Indebtedness of any partnership in
which such Person is a general partner and shall exclude all obligations (or
any portion of such obligations) which is (i) incidentally incurred by the
Borrower and its Subsidiaries (other than a Subsidiary described in clause
(ii) below) in connection with the securitization of assets that constitutes
the sale of such assets under applicable accounting rules or (ii) incurred by
a Subsidiary that is formed for the sole purpose of a securitization
transaction described in clause (i) above.

       "INDEMNIFIED LIABILITIES" has the meaning specified in Section 13.5.

       "INDEMNIFIED PERSON" has the meaning specified in Section 13.5.

       "INDEPENDENT AUDITOR" has the meaning specified in Section 8.1(a).

       "INSOLVENCY PROCEEDING" means, with respect to any Person, (a) any case,
action or proceeding with respect to such Person before any court or other
Governmental Authority relating to bankruptcy, reorganization, insolvency,
liquidation, receivership, dissolution, windingup or relief of debtors, or
(b) any general assignment for the benefit of creditors, composition,
marshalling of assets for creditors, or other, similar arrangement in respect of
its creditors generally or any substantial portion of its creditors; undertaken
under U.S. Federal, state or foreign law, including the Bankruptcy Code.

       "INTEREST" means, for each Lender and any Advance, the undivided
ownership interest it holds through the Agent equal to such Lender's Percentage
Factor in such Advance, which interest shall be for each Committed Lender, a
Transfer Loan.

       "INTEREST EXPENSE" means, for any applicable period, the aggregate
consolidated interest expense (both cash and noncash and determined without
regard to original issue discount) of the Borrower and its Subsidiaries for such
period PLUS, without duplication, any interest expense which would have accrued
during such period if all Indebtedness which existed immediately after the
consummation of any merger to which the Borrower is a party or of any
Acquisition by the Borrower or its Subsidiaries, in each case, during such
period was in existence on the first day of such period, as determined in
accordance with GAAP, including, to the extent allocable to interest expense in
accordance with GAAP, (i) all other fees paid or owed with respect to the
issuance or maintenance of Contingent Obligations (including letters of credit
of the Borrower and its Subsidiaries), (ii) net costs or benefits payable under
Swap Contracts of the Borrower and its Subsidiaries and (iii) the portion of any
payments made in respect of obligations in respect of capitalized leases of the
Borrower and its Subsidiaries allocable to interest expense.

       "INTEREST PAYMENT DATE" means, (i) for any Advance, any Transfer Loan or
any LIBOR Rate Committed Loan, the last day of its Interest Period and (ii) as
to any Base Rate Committed Loan, the last Business Day of each calendar quarter,
PROVIDED, HOWEVER, that if any Interest Period for a LIBOR Rate Committed Loan
exceeds three months the date that falls three months

                                     -17-

<PAGE>

after the beginning of such Interest Period and after each Interest Payment
Date thereafter is also an Interest Payment Date.

       "INTEREST PERIOD" means (I) with respect to an Advance under Article II,
the period commencing on the date an Advance is made and ending 1-270 days
thereafter; PROVIDED, HOWEVER, that:  (a) an Interest Period for an Advance that
would extend beyond the Conduit Termination Date may not be selected; and (b)
whenever the last day of any Interest Period for an Advance would otherwise be a
day that is not a Business Day, the last day of such Interest Period shall be
extended to the next succeeding Business Day; and

       (II)    as to any LIBOR Rate Committed Loan, the period commencing on the
Borrowing Date that such Loan is disbursed or on the Conversion/Continuation
Date on which such Loan is converted into or continued as a LIBOR Rate Committed
Loan, and ending on the date one, two, three or six months thereafter (and any
other period that is 12 months or less and is consented to by all Lenders in the
given instance) as selected by the Borrower in its Notice of Borrowing or Notice
of Conversion/Continuation, as the case may be PROVIDED that:

               (i)    if any Interest Period would otherwise end on a day that
       is not a Business Day, that Interest Period shall be extended to the
       following Business Day unless the result of such extension would be to
       carry such Interest Period into another calendar month, in which event
       such Interest Period shall end on the preceding Business Day;

               (ii)   any Interest Period that begins on the last Business Day
       of a calendar month (or on a day for which there is no numerically
       corresponding day in the calendar month at the end of such Interest
       Period) shall end on the last Business Day of the calendar month at the
       end of such Interest Period; and

               (iii)  no Interest Period for any LIBOR Rate Committed Loan
       shall extend beyond November 24, 2003; and

       (III)   as to any Transfer Loan, the last day of the Interest Period for
the Advance relating to such Transfer Loan.

       "INVESTMENT" means, for each Lender, for any Advance, the difference of
(a) (i) in the case of a Conduit, the principal amount of such Advance and
(ii) in the case of a Committed Lender, the aggregate amount of any payments or
exchanges made by, or on behalf of, such Committed Lender to such Conduit to
acquire an Interest in the principal amount of such Advance minus (b) all
amounts (including for each Conduit amounts received from Committed Lenders)
received or exchanged and applied by the Agent or such Lender to reduce such
Lender's Interest in the principal amount of such Advance; PROVIDED, HOWEVER,
that such Lender's Investment shall be restored to the extent any amounts so
received or exchanged and applied are rescinded or must be returned for any
reason.

       "IRS" means the Internal Revenue Service, and any Governmental Authority
succeeding to any of its principal functions under the Code.

                                     -18-

<PAGE>

       "JOINT VENTURE" means a corporation, partnership, limited liability
company, joint venture or other similar legal arrangement (whether created by
contract or conducted through a separate legal entity) now or hereafter formed
by the Borrower or any of its Subsidiaries with another Person in order to
conduct a common venture or enterprise with such Person.

       "LENDER" means, collectively, the Conduits and the Committed Lenders. 

       "LENDING OFFICE" means, as to any Lender, the office or offices of such
Lender specified as its "Lending Office" or "Domestic Lending Office" or "LIBOR
Lending Office," as the case may be, on Schedule 13.2, or such other office or
offices as the Lender may from time to time notify the Borrower and the Agent.

       "LIBOR RATE" means, for any Interest Period, with respect to LIBOR Rate
Committed Loans comprising part of the same Borrowing, the rate of interest per
annum (rounded upward to the next 1/16th of 1%) determined by the Agent as
follows:

       LIBOR Rate =                  LIBOR
                                     -----
                      1 .00 - Eurodollar Reserve Percentage
Where,

               "EURODOLLAR RESERVE PERCENTAGE" means for any day for any
       Interest Period the maximum reserve percentage (expressed as a decimal,
       rounded upward to the next 1/100th of 1%) in effect on such day (that is
       applicable to any Lender) under regulations issued from time to time by
       the FRB for determining the maximum reserve requirement (including any
       emergency, supplemental or other marginal reserve requirement) with
       respect to Eurocurrency funding (currently referred to as "EUROCURRENCY
       LIABILITIES"); and

               "LIBOR" means the rate of interest per annum determined by the
       Agent as the rate of interest at which dollar deposits in the
       approximate amount of the Loans to be made or continued as LIBOR Rate
       Committed Loans, or converted into a LIBOR Rate Committed Loan, and for
       the relevant Interest Period therefor as quoted on the Telerate Page
       3750 (as defined herein) as of 11:00 a.m. (London time) on the day two
       (2) Business Days before the commencement of such Interest Period.  If
       Telerate Page 3750 is not available, such rate of interest shall be that
       quoted by the Reference Bank and having a maturity comparable to such
       Interest Period as would be offered to major banks in the London
       interbank market at their request at approximately 11:00 a.m. (London
       time) two Business Days prior to the commencement of such Interest
       Period.

               The LIBOR Rate shall be adjusted automatically as to all LIBOR
       Rate Committed Loans then outstanding as of the effective date of any
       change in the Eurodollar Reserve Percentage.

       "LIBOR RATE COMMITTED LOAN" means a Committed Loan that bears interest
based on the LIBOR Rate.

       "LIEN" means any security interest, mortgage, deed of trust, pledge,
hypothecation,

                                     -19-

<PAGE>

assignment, charge or deposit arrangement, encumbrance, lien (statutory or
other) or preferential arrangement of any kind or nature whatsoever in
respect of any property (including those created by, arising under or
evidenced by any conditional sale or other title retention agreement, the
interest of a lessor under a capital lease, or the filing of any financing
statement naming the owner of the asset to which such lien relates as debtor,
under the UCC or any comparable law) and any contingent or other agreement to
provide any of the foregoing, but not including the interest of a lessor
under an operating lease.

       "LIQUIDITY PROVIDER" means each of the institutions listed as a
Liquidity Provider on Schedule 4.1.

        "LIQUIDITY TERMINATION DATE" means the earliest to occur of (a)
November 23, 1999, as such date may be extended from time to time pursuant to
Section 4.15 and (b) the date on which the Commitments of the Committed Lenders
terminate in accordance with the provisions of this Agreement.

        "LOAN" means a Committed Loan or a Transfer Loan.

       "LOAN DOCUMENTS" means this Agreement, any Notes, the Fee Letter, and
all other documents delivered to the Agent or any Lender in connection with the
transactions contemplated by this Agreement.

       "LOAN PORTION" means a percentage of the Unused Commitment of each
Liquidity Provider equal to the principal amount of all Loans divided by the sum
of the Matured Value of all outstanding Advances plus the principal amount of
all outstanding Loans unless no Loans or Advances are outstanding in which case
such percentage shall be equal to 0%.

       "MARGIN STOCK" means "margin stock" as such term is defined in
Regulation U of the FRB.

       "MATERIAL ADVERSE EFFECT" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries taken
as a whole; or (b) a material adverse effect upon the legality, validity,
binding effect or enforceability against the Borrower of any Loan Document.

       "MATURED VALUE" means, of any Advance, the sum of (a) the principal
amount of such Advance plus (b) all unpaid interest which is then scheduled to
become due thereon (whether or not then due).

       "MATURITY DATE" is defined in Section 2.4

       "MAXIMUM PRINCIPAL AMOUNT" is defined in Section 2.1.

       "MAXIMUM WINDMILL COMMITMENT" means the Commitments of all Windmill
Committed Lenders less the outstanding principal amount of all Loans made by the
Windmill Committed Lenders (deducting from such principal amount of such Loans
the amount of participating

                                     -20-

<PAGE>

interests in such principal amount of such Loans purchased by other Committed
Lenders under Section 2.5).

       "MOODY'S" means Moody's Investors Service, Inc.

        "MULTIEMPLOYER PLAN" means a "multiemployer plan," within the meaning
of Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
makes, is making, or is obligated to make contributions or, during the preceding
three calendar years, has made, or been obligated to make, contributions.

       "NET INCOME" means, for any applicable period, the aggregate of all
amounts which, in accordance with GAAP, would be included as net income (or net
loss) on a consolidated statement of income of the Borrower and its Subsidiaries
for such period, PLUS, without duplication, the net income (or net loss) for
such period attributable to the assets or capital stock of any Person which was
the subject of a merger with the Borrower or of an Acquisition by the Borrower
or its Subsidiaries during such period; PROVIDED, HOWEVER, that "NET INCOME"
shall exclude (i) the effect of any extraordinary or other nonrecurring noncash
gains or losses outside the ordinary course of business and (ii) any writeup in
the value of any asset (to the extent such writeup exceeds any writedown taken
in connection with the same transaction or event which gave rise to such
writeup).

       "NET ISSUANCE PROCEEDS" means, as to any issuance of debt or equity by
any Person, cash proceeds and noncash proceeds received or receivable by such
Person in connection therewith, net of reasonable outofpocket costs and expenses
paid or incurred in connection therewith in favor of any Person not an Affiliate
of such Person, such costs and expenses not to exceed 5% of the gross proceeds
of such issuance.

       "NET WORTH" means, as of any date of determination, total consolidated
assets of the Borrower as of such date MINUS total consolidated liabilities of
the borrower as of such date.

       "NON-EXTENDING LIQUIDITY PROVIDER" is defined in Section 4.15.

       "NOTICE OF BORROWING" means a notice in substantially the form of
Exhibit D.

       "NOTICE OF CONVERSION/CONTINUATION" means a notice in substantially the
form of Exhibit E.

       "OBLIGATIONS" means all advances, debts, liabilities, obligations,
covenants and duties arising under any Loan Document owing by the Borrower to
any Lender, the Agent or any Indemnified Person, whether direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising.

       "ORGANIZATION DOCUMENTS" means as to any Person which is (i) a
corporation, the certificate or articles of incorporation and bylaws of such
Person, (ii) a limited liability company, the limited liability company
agreement or similar agreement of such Person, (iii) a partnership, the
partnership agreement or similar agreement of such Person, or (iv) any other

                                     -21-

<PAGE>

form of entity or organization, the organizational documents analogous to the
foregoing.

       "OTHER TAXES" means any present or future stamp, court or documentary
taxes or any other excise or property taxes, charges or similar levies (which
are understood not to include income taxes) which arise from any payment made
hereunder or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, this Agreement or any other Loan
Documents.

       "PARTICIPANT" has the meaning specified in Section 13.8(a).

       "PBGC" means the Pension Benefit Guaranty Corporation, or any
Governmental Authority succeeding to any of its principal functions under ERISA.

       "PENSION PLAN" means a pension plan (as defined in Section 3(2) of
ERISA) subject to Title IV of ERISA which the Borrower sponsors, maintains, or
to which it makes, is making, or is obligated to make contributions, or 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 (5) plan
years.

       "PERCENTAGE" means, for any Committed Lender, the fraction expressed as
a percentage, obtained by dividing (i) the Commitment of such Committed Lender
by (ii) the Aggregate Commitment.

       "PERCENTAGE FACTOR" means, for each Lender and each Advance in which it
holds an Investment, the quotient (expressed as a percentage) of (a) the sum of
such Lender's Investment in the Advance divided by (b) the outstanding principal
amount of such Advance.

        "PERMITTED LIENS" has the meaning specified in Section 9.1.

       "PERMITTED SWAP OBLIGATIONS" means all obligations (contingent or
otherwise) of the Borrower or any Subsidiary existing or arising under Swap
Contracts, PROVIDED that each of the following criteria is satisfied: (a) such
obligations are (or were) entered into by such Person in the ordinary course of
business for the purpose of directly mitigating risks associated with
liabilities, commitments or assets held or reasonably anticipated by such
Person, or changes in the value of securities issued by such Person in
conjunction with a securities repurchase program not otherwise prohibited
hereunder, and not for purposes of speculation or taking a "market view"; and
(b) such Swap Contracts do not contain any provision ("walk-away" provision)
exonerating the non-defaulting party from its obligation to make payments on
outstanding transactions to the defaulting party.

       "PERSON" means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture or Governmental Authority.

       "PLAN" means an employee benefit plan (as defined in Section 3(3) of
ERISA) which the Borrower sponsors or maintains or to which the Borrower makes,
is making, or is obligated to

                                     -22-

<PAGE>

make contributions and includes any Pension Plan.

       "PRO RATA SHARE" means, as to any Committed Lender at any time, the
percentage equivalent (expressed as a decimal, rounded to the ninth decimal
place) at such time of such Lender's Unused Commitment divided by the Aggregate
Unused Commitment except that, with respect to a Committed Borrowing made by a
Subject Bank pursuant to Section 4.2, "PRO RATA SHARE" means 100% of such
Committed Borrowing.

       "PROGRAM  LOC" means, for Amsterdam, the irrevocable transferable letter
of credit No. S579017, dated June 11, 1997, issued by the Amsterdam Enhancer at
the request of Amsterdam, and each letter of credit issued in substitution or
replacement therefor and, for Windmill, the irrevocable transferable letter of
Credit No. S550115, dated November 3, 1995, issued by the Windmill Enhancer at
the request of Windmill, and each letter of credit issued in substitution or
replacement therefor.

       "PROGRAM UNREIMBURSED DRAW AMOUNT" means the sum of all draws in
connection herewith under the applicable Program LOC which have not been
reimbursed (whether through the payment of cash or the exchange of assets),
together with all interest thereon and all other amounts, if any, payable in
connection therewith.

        "PURCHASE AMOUNT" means, for each Committed Lender for any Put of an
Advance, such Committed Lender's Purchased Percentage for such Put multiplied by
the sum of (a) (i) for the Enhancer, the amount of the applicable Investment of
the Conduit in such Advance being transferred pursuant to such Put and (ii) for
each Liquidity Provider, the lesser of (A) the amount of the applicable
Investment of the Conduit in such Advance being transferred pursuant to such Put
and (B) the product of (1) the quotient of the amount of the applicable
Investment of the Conduit in such Advance being transferred pursuant to such Put
divided by the applicable Investment of the Conduit in such Advance (before
giving effect to such Put) multiplied by (2) the applicable Conduit's Investment
in such Advance at such time (or, if the Agent cannot determine the applicable
Conduit's Investment at such time, at the most recent prior time at which the
Agent can determine the applicable Conduit's Investment) outstanding from the
Borrower if it is a Qualified Borrower as determined below plus (b) all unpaid
interest owed to, or which may become payable to, the applicable Conduit under
such Advance (whether or not then due or payable) to the maturity of such
Advance. The applicable Conduit shall calculate the Purchase Amount for each
Advance subject to a Put on the date of such Put based on the status of a
Borrower as a Qualified Borrower as most recently determined by ABN AMRO in
connection with an Advance made to such Borrower.  Regardless whether such
determination was complete or accurate, such calculation shall be conclusive and
binding absent manifest error.

       "PURCHASED PERCENTAGE" means, for any Put, for each Committed Lender,
its Windmill Ratable Share or Amsterdam Ratable Share, as applicable, or such
lesser percentage as is necessary to prevent the Purchase Price of such Lender
from exceeding the portion of its Commitment then allocated to Amsterdam or
Windmill hereunder, as applicable (unless, in the case of the Enhancer, it
elects not to reduce its Purchased Percentage in whole or in part).

       "PURCHASING LIQUIDITY PROVIDER" is defined in Section 13.8(b).

                                     -23-

<PAGE>

       "PUT" is defined in Section 3.1.

       "QUALIFIED BORROWER" means ABN AMRO determines the Borrower is of
investment grade credit quality as of the date an Advance is made to the
Borrower based upon financial information available to ABN AMRO for the Borrower
and/or the credit rating assigned by one or more nationally recognized rating
agencies to the unsecured debt obligations of Borrower.  The status of the
Borrower as a Qualified Borrower shall be redetermined by ABN AMRO each time an
Advance is made to Borrower.  In making each such determination ABN AMRO, in its
capacity as referral agent, shall determine that ABN AMRO, in its capacity as a
commercial lender for its own account applying its normal lending standards,
would be willing to finance the purpose of such Advance on the same terms, at an
appropriate bank funding rate, as the requested Advance as a borrowing
consistent with the Borrower's existing and planned business activities.

       "RATING AGENCY" means Moody's, S&P and any other rating agency which a
Conduit chooses to rate its commercial paper notes.

       "RATING CRITERIA" means (i) with respect to an Amsterdam Committed
Lender, the short-term rating of such Amsterdam Committed Lender is at least A-1
from S&P and P1 from Moody's, and (ii) with respect to a Windmill Committed
Purchaser, the short-term rating of such Windmill Committed Purchaser is at
least A-1+ from S&P and P1 from Moody's.

       "RATINGS" means the ratings by the Rating Agencies of a Conduit's
commercial paper notes.

       "REFERENCE BANK" means ABN AMRO and any other Lender from time to time
designated by the Required Lenders as a Reference Bank.

        "REPLACEMENT LIQUIDITY PROVIDER" is defined in Section 13.8(c).

       "REPORTABLE EVENT" means any of the events set forth in Section 4043(c)
of ERISA or the regulations thereunder, other than any such event for which the
30day notice requirement under ERISA has been waived in regulations issued by
the PBGC.

       "REQUIRED LENDERS" means, at any time when there is more than one
Committed Lender, at least two Committed Lenders having in excess of 66 2/3% of
the Commitments or, if the Commitments have been terminated, at least two
Committed Lenders then holding in excess of 66 2/3% of the then aggregate unpaid
principal amount of the Loans.  If at any time there is only one Committed
Lender, then Required Lender means such Committed Lender.  For purposes of this
definition, prior to the termination of the Commitments, each Subject Bank shall
be deemed to have a Commitment equal to the outstanding principal amount of its
Loans.

       "REQUIREMENT OF LAW" means, as to any Person, any law (statutory or
common), treaty, rule or regulation or determination of an arbitrator or of a
Governmental Authority, in each case applicable to or binding upon the Person or
any of its property or to which the Person or any of its property is subject.

                                     -24-

<PAGE>

       "RESPONSIBLE OFFICER" means the chief executive officer, chief financial
officer, treasurer or president of the Borrower, or any other officer having
substantially the same authority and responsibility and each other person
notified to the Agent in a writing from a Responsible Officer.

        "S&P" means Standard & Poor's Ratings Group.

        "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

       "SIGNIFICANT EVENT" means the occurrence of any one or more of the
following:

               (a)    (i) the Borrower fails to observe or perform in any
       material respect any term, covenant or agreement under any Loan Document
       related to the Borrower, and such failure remains unremedied for ten
       (10) Business Days or (ii) (A) the Borrower fails to make any payment
       under any Note or other Loan Document when due from the Borrower or
       (B) any representation, warranty, certification or statement made, or
       deemed to be made, by the Borrower, or pursuant to, any Loan Document
       shall prove to have been incorrect in any material respect when made or
       deemed made; or

               (b)    A Bankruptcy Event occurs with respect to the Borrower;
       or

               (c)    there occurs a material adverse change in (i) the
       creditworthiness, financial condition, business, operations or prospects
       of the Borrower or (ii) the ability of the Borrower to perform its
       obligations under any Loan Document; or

               (d)    the financial condition of the Borrower is materially
       different from the most recent written projections of such financial
       condition given by the Borrower to the Agent; or

               (e)    (i) the Borrower's senior short-term unsecured debt (if
       rated by the relevant Rating Agency at the time the most recent Advance
       was made to such Borrower) is not rated at least "A-2" by S&P or not
       rated at least "P-2" by Moody's (or S&P or Moody's has withdrawn such
       rating), (ii) the Borrower's senior long-term, unsecured debt (if rated
       by the relevant Rating Agency at the time the most recent Advance was
       made to Borrower) is rated less than BBB- by S&P or less than Baa3 by
       Moody's (or S&P or Moody's has withdrawn such rating), or (iii) if the
       Borrower had no rated debt outstanding at the time the most recent
       Advance was made to the Borrower, ABN AMRO determines that the
       Borrower's credit is no longer of investment grade quality; or

               (f)    the Borrower fails to satisfy any condition precedent to
       the borrowing of a Committed Loan set forth in Section 6.2 or any "EVENT
       OF DEFAULT" shall occur and be continuing under this Agreement.

        "SPECIAL TRANSACTION SUBACCOUNT" means the special transaction
subaccount established for this Agreement pursuant to the applicable Conduit's
depositary agreement.

                                     -25-

<PAGE>

       "SUBJECT BANK" is defined in Section 4.2.

       "SUBJECT BANK EVENT" is defined in Section 4.2.

       "SUBJECT BANK LOAN" means any Loan made by a Subject Bank pursuant to
Section 4.2.

       "SUBSIDIARY" of a Person means any corporation, association,
partnership, limited liability company, joint venture or other business entity
of which more than 50% of the voting stock, membership interests or other equity
interests (in the case of Persons other than corporations), is owned or
controlled directly or indirectly by the Person, or one or more of the
Subsidiaries of the Person, or a combination thereof.  Unless the context
otherwise clearly requires, references herein to a "Subsidiary" refer to a
Subsidiary of the Borrower.

       "SURETY INSTRUMENTS" means all letters of credit (other than commercial
letters of credit), bankers' acceptances, bank guaranties, shipside bonds,
surety bonds and similar instruments.

       "SWAP CONTRACT" means any agreement, whether or not in writing, relating
to any transaction that is a rate swap, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap or option, bond,
note or bill option, interest rate option, forward foreign exchange transaction,
cap, collar or floor transaction, currency swap, crosscurrency rate swap,
swaption, currency option or any other, similar transaction (including any
option to enter into any of the foregoing) or any combination of the foregoing,
and, unless the context otherwise clearly requires, any master agreement
relating to or governing any or all of the foregoing.

       "SWAP PROVIDER" means any Lender, or any Affiliate of any Lender, that
is at the time of determination party to a Swap Contract with the Borrower or
any Subsidiary.

       "SWAP TERMINATION VALUE" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a) the amount(s) determined as the
marktomarket value(s) for such Swap Contracts, as reasonably determined by the
Borrower based upon one or more midmarket or other readily available quotations
provided by any recognized dealer in such Swap Contracts (which may include any
Lender).

       "TAXES" means any and all present or future taxes, levies, assessments,
imposts, duties, deductions, fees, withholdings or similar charges, and all
liabilities with respect thereto, excluding, in the case of each Lender and the
Agent, respectively, franchise taxes or taxes imposed on or measured by its
gross income, net income or capital gains by the jurisdiction (or any political
subdivision thereof) under the laws of which such Lender or the Agent, as the
case may be, is organized or is otherwise doing business or maintains a lending
office or other permanent establishment.

       "TELERATE PAGE 3750" means the display designated as "Page 3750" on the
Telerate

                                     -26-

<PAGE>

Service (or other such page as may replace Page 3750 on that service or such
other service as may be nominated by the British Bankers' Association as the
information vendor for the purpose of displaying British Bankers' Association
Interest Settlement Rates for U.S. Dollar deposits).

       "TRANSFER LOAN" means a Loan deemed made by a Committed Lender to the
Borrower (through the purchase of an Interest in an Advance) under Article III.

       "TRANSFER SUPPLEMENT" is defined in Section 13.8(b).

       "TYPE" has the meaning specified in the definition of "Committed Loan."

       "UNFUNDED PENSION LIABILITY" means the excess of a Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Plan's assets, determined in accordance with the assumptions used for funding
the Pension Plan pursuant to Section 412 of the Code for the applicable plan
year.

       "UNITED STATES" and "U.S." each means the United States of America.

       "UNUSED COMMITMENT" is defined in Section 4.1.

       "WHOLLY-OWNED SUBSIDIARY" means any corporation in which (other than
directors' qualifying shares, shares or other ownership interests issued to
satisfy local ownership requirements and shares or other ownership interests
issued for similar legal purposes) 100% of the capital stock of each class
having ordinary voting power, and 100% of the capital stock of every other
class, in each case, at the time as of which any determination is being made, is
owned, beneficially and of record, by the Borrower, or by one or more of the
other WhollyOwned Subsidiaries, or both.

       "WINDMILL" is defined in the preamble.

       "WINDMILL AGGREGATE COMMITMENTS" means, as of any date for all Windmill
Committed Lenders, the Commitments of all Windmill Committed Lenders.

       "WINDMILL COMMITTED LENDERS" means the Windmill Enhancer and each
Liquidity Provider having a short-term debt rating of A-1+ from S&P and P-1 from
Moody's.

       "WINDMILL COMMITMENTS" means, for each Windmill Committed Lender
(i) (a) its Commitment multiplied by (b) the Matured Value of all Advances held
by Windmill as of such date divided by (ii) the Windmill Aggregate Commitments.

       "WINDMILL ENHANCER" means ABN AMRO as issuer of the Program LOC for
Windmill.

       "WINDMILL PERMITTED INVESTMENTS" means (a) evidences of indebtedness,
maturing within thirty (30) days after the date of purchase thereof, issued by,
or guaranteed by the full faith and credit of, the federal government of the
USA, (b) repurchase agreements with banking institutions or broker-dealers
registered under the Securities Exchange Act of 1934 the short-term

                                     -27-

<PAGE>

unsecured obligations of which are rated at least "A-1+" (or the equivalent)
by S&P and at least "P-1" (or the equivalent) by Moody's which are fully
secured by obligations of the kind specified in clause (a), (c) money market
funds (i) rated not lower than the highest rating category from Moody's and
"AAA m" or "AAAm-g," from S&P or (ii) which are otherwise acceptable to the
Rating Agencies or (d) commercial paper issued by any corporation
incorporated under the laws of the USA and rated at least "A-1+" (or the
equivalent) by S&P and at least "P-1" (or the equivalent) by Moody's.

        "WINDMILL RATABLE SHARE" means, as of any date, for each Windmill
Committed Lender, such Lender's Windmill Commitment divided by the lesser of the
Windmill Aggregate Commitment and the Matured Value of all Advances held by
Windmill as of such date.  If, however, on the date any payment for any Put is
to be made by the Windmill Committed Lenders, the sum of the outstanding
Windmill Interest of the Windmill Enhancer plus Program Unreimbursed Draw Amount
of the Windmill Enhancer is in excess of its Windmill Ratable Share of the
outstanding Windmill Interest and Program Unreimbursed Draw Amount of all
Windmill Committed Lenders, then for purposes of such Put the Windmill Ratable
Share of each Windmill Committed Lender shall be replaced with a percentage
equal for each Windmill Committed Lender to (a) its Windmill Commitment minus
its Windmill Interest acquired from Windmill and, in the case of the Windmill
Enhancer, its Program Unreimbursed Draw Amount before such Put (its "EXISTING
LOAN AMOUNT") divided by (b) the Windmill Aggregate Commitment minus the sum of
the Existing Loan Amounts of all Windmill Committed Lenders.

       SECTION 1.2.   OTHER INTERPRETIVE PROVISIONS.  (a) The meanings of
defined terms are equally applicable to the singular and plural forms of the
defined terms.

       (b)     The words "hereof," "herein," "hereunder" and similar words refer
to this Agreement as a whole and not to any particular provision of this
Agreement; and clause, Section, Schedule and Exhibit references are to this
Agreement unless otherwise specified.

          (i)       The term "documents" includes any and all instruments,
     documents, agreements, certificates, indentures, notices and other
     writings, however evidenced.

          (ii)      The term "including" is not limiting and means "including
     without limitation."

          (iii)     In the computation of periods of time from a specified date
     to a later specified date, the word "from" means "from and including"; the
     words "to" and "until" each mean "to but excluding," and the word "through"
     means "to and including."

          (iv)      The term "property" includes any kind of property or asset,
     real, personal or mixed, tangible or intangible.

     (c)  Unless otherwise expressly provided herein, (i) references to
agreements (including this Agreement) and other contractual instruments shall be
deemed to include all subsequent amendments and other modifications thereto, but
only to the extent such amendments and other modifications are not prohibited by
the terms of any Loan Document, and (ii) references to any

                                     -28-

<PAGE>

statute or regulation are to be construed as including all statutory and
regulatory provisions consolidating, amending, replacing, supplementing or
interpreting the statute or regulation.

     (d)  The captions and headings of this Agreement are for convenience of
reference only and shall not affect the interpretation of this Agreement.

     (e)  This Agreement and other Loan Documents may use several different
limitations, tests or measurements to regulate the same or similar matters.  All
such limitations, tests and measurements are cumulative and shall each be
performed in accordance with their terms.  Unless otherwise expressly provided,
any reference to any action of the Agent or the Lenders by way of consent,
approval or waiver shall be deemed modified by the phrase "in its/their sole
discretion."

     (f)  This Agreement and the other Loan Documents are the result of
negotiations among, and have been reviewed by, counsel to the Agent, the
Borrower and the other parties hereto, and are the products of all parties.
Accordingly, they shall not be construed against the Lenders, or the Agent
merely because of the Agent's, or the Lenders' involvement in their preparation.

     SECTION 1.3.   ACCOUNTING PRINCIPLES.  (a) Unless the context otherwise
clearly requires, all accounting terms not expressly defined herein shall be
construed, and all financial computations required under this Agreement shall be
made, in accordance with GAAP, consistently applied.

     (b)  In the event that GAAP changes during the term of this Agreement such
that the covenants contained in Article X would then be calculated in a
different manner or with different components or with components which are
calculated differently, (i) the parties hereto agree to enter into negotiations
with respect to amendments to this Agreement to conform those covenants as
criteria for evaluating the Borrower's and its Subsidiaries' financial condition
to substantially the same criteria as were effective prior to such change in
GAAP, and (ii) the Borrower shall be deemed to be in compliance with the
affected covenants contained in Article X during the 90 days following any
change in GAAP if and to the extent that the Borrower would have been in
compliance herewith under GAAP as in effect immediately before such change;
PROVIDED, HOWEVER, that this paragraph shall not be deemed to require the
Borrower, the Agent or the Lenders to agree to modify any provision of this
Agreement or any of the other Loan Documents to reflect any such change to GAAP
and, if, after such 90 days, the parties, in their sole discretion, fail to
reach agreement on such modifications, the terms of this Agreement will remain
unchanged and the compliance by the Borrower with the covenants contained in
Article X will be calculated in accordance with GAAP as in effect immediately
before such change.

     (c)  References herein to "fiscal year" and "fiscal quarter" refer to such
fiscal periods of the Borrower.

                                      ARTICLE II

                             UNCOMMITTED CONDUIT FACILITY

                                     -29-

<PAGE>

     SECTION 2.1.   CONDUIT FACILITIES.  Subject to the terms and conditions set
forth herein, each Conduit may, at its sole discretion make Advances to the
Borrower.  The principal amount of Advances made by the Conduits, in the
aggregate, to the Borrower shall not exceed $333,300,000 (the "MAXIMUM PRINCIPAL
AMOUNT") MINUS the aggregate outstanding principal amount of Loans. In addition,
no Conduit shall make an Advance if the sum of (a) the Matured Value of all
outstanding Advances and (b) the aggregate principal amount of all outstanding
Loans would thereby exceed the Aggregate Commitment, and Windmill will not make
an Advance if the Matured Value of all outstanding Advances held by Windmill
would thereby exceed the Maximum Windmill Commitment.  At no time will any
Conduit have any obligation to make an Advance hereunder.  Each Advance held by
a Conduit shall be evidenced by a single promissory note of the Borrower in the
form attached hereto as Exhibit A (the "CONDUIT NOTE") payable to the order of
the Agent for the benefit of the applicable Conduit and the Committed Lenders.

     SECTION 2.2.   MANNER OF BORROWING.  (a) In order to request an Advance
hereunder, the Borrower must provide to the Agent an irrevocable written request
(including by telecopier or other facsimile communication) substantially in the
form of Exhibit B, by 10:00 a.m. (Chicago time) three Business Days before the
requested Borrowing Date (which must be a Business Day), specifying the
requested amount (the "BORROWING AMOUNT") of such Advance, which must be in a
minimum amount of $1,000,000 and multiples thereof and any requested Interest
Period for such Advance.  If (i) the Agent determines that the Borrower is a
Qualified Borrower at the time such Advance is made, (ii) no Significant Event
has occurred and is continuing, and (iii) a Conduit determines, in its sole
discretion, to make the requested Advance, such Conduit shall transfer to the
Agent on the requested Borrowing Date the amount of such Advance it is willing
to make.  The Agent shall transfer to the Borrower the proceeds of any Advance
delivered by the applicable Conduit as described above.  Following each such
funding of an Advance, the Agent shall deliver to the Borrower a confirmation of
the principal amount, interest rate and Interest Period of such Advance.
Whenever the Borrower requests an Advance, the Agent shall determine whether
Windmill or Amsterdam shall make such Advance or whether Windmill and Amsterdam
shall each make an Advance, with the aggregate amount of such Advances not to
exceed the requested Borrowing Amount.  Each request for an Advance hereunder
shall constitute a representation or warranty by the Borrower hereunder, as of
the date of such request, that (i) no Significant Event shall exist or result
from such Advance and (ii) that the conditions set forth in Sections 6.2(b) and
(c) would be satisfied if such Advance were a Committed Loan.

     (b)  The Borrower hereby authorizes the Agent to rely upon the telephone or
written instructions of any person the Agent in good faith believes is a
Responsible Officer, and in all cases the Borrower shall be bound thereby in the
same manner as if such person were authorized or such signature were genuine.

     SECTION 2.3.   INTEREST RATES AND PAYMENTS.  (a) Each Advance from a
Conduit shall accrue interest at the CP Rate applicable to the Interest Period
for such Advance.  In its request for an Advance the Borrower may request the
duration of the Interest Period for such Advance, but the Agent shall establish
each Interest Period for an Advance to correspond to the maturity of the
commercial paper issued to fund such Advance.  In no event may any Interest
Period extend beyond the Conduit Termination Date.

                                     -30-

<PAGE>

     (b)  The Borrower shall pay interest on each Advance on each Interest
Payment Date for such Advance.

     SECTION 2.4.   MATURITY DATES; PREPAYMENTS.  The principal due on each
Advance made hereunder shall be due and payable on the last day of its Interest
Period (its "MATURITY DATE").  No Advance hereunder may be prepaid.  In no event
will an Advance from a Conduit be considered repaid unless and until the
applicable Conduit has been paid all interest scheduled to accrue on such
Advance to the end of its Interest Period.

     Section 2.5.   THE PARTICIPATING INTERESTS.  Each Committed Lender, by its
acceptance hereof, severally agrees to purchase from each other Committed Lender
that has made a Transfer Loan, and each Committed Lender making such Transfer
Loans hereby agrees to sell to each such Committed Lender (a "PARTICIPATING
BANK"), an undivided percentage participating interest in each Transfer Loan
made by Committed Lenders to the extent required hereunder.  Such participating
interests shall be purchased and sold to the extent necessary to cause the
amount of each Participating Bank's participating interest in the Transfer Loans
relating to a single Advance to be an amount such that each Committed Lender
owns after the sale of such participating interests its Percentage of such
Transfer Loans.  Upon any purchase of an Advance by the Committed Lenders
pursuant to Section 3.1, each Participating Bank shall, not later than the
Business Day it receives a request therefor from the Agent (given directly or
through the Agent) to such effect, if such request is received before 1:00 P.M.
(New York City time), or not later than the following Business Day, if such
request is received after such time, pay to the Agent for the account of the
Committed Lenders making such Transfer Loans (ratably, in accordance with the
amount of such Transfer Loans made by such Committed Lenders) an amount equal to
its Percentage of such unpaid or recaptured Transfer Loans less any Purchase
Price already paid by such Committed Lender in connection with such Advance
together with interest on such amount accrued from the date the payment creating
such Transfer Loan was made by the Committed Lenders to the date of such payment
by such Participating Bank at a rate per annum equal to (i) from the date the
related payment was made by the Committed Lenders making such Transfer Loans to
the date two (2) Business Days after payment by such Participating Bank is due
hereunder, the Federal Funds Rate for each such day and (ii) from the date two
(2) Business Days after such payment is due from such Participating Bank to the
date such payment is made by such Participating Bank, the Base Rate in effect
for each such day.  Each such Participating Bank shall thereafter be entitled to
receive its Percentage of each payment received in respect of the relevant
Transfer Loans and of interest paid thereon, with each Committed Lender making
such Transfer Loans retaining its Percentage.

     The several obligations of the Participating Banks under this Section 2.5
to each Committed Lender making such Transfer Loans shall be absolute,
irrevocable and unconditional under any and all circumstances whatsoever and
shall not be subject to any set-off, counterclaim or defense to payment which
any Participating Bank may have or have had against the Borrower, any Committed
Lender or any other Person whatsoever.  Without limiting the generality of the
foregoing, such obligations shall not be affected by any Default or Event of
Default or by any reduction or termination of any Commitment of any Committed
Lender that is not a Subject Bank at the time such Transfer Loans are due and
payable hereunder.  The Agent shall be entitled to offset amounts received for
the account of Committed Lenders under this Section against

                                     -31-

<PAGE>

unpaid amounts due from Committed Lenders hereunder (whether as fundings of
participations, indemnities or otherwise) but shall not be entitled to offset
against amounts owed to the Agent by any Committed Lender arising outside
this Agreement.

                                     ARTICLE III

                           SALES FROM CONDUITS; ALLOCATIONS

     SECTION 3.1.   REQUIRED PURCHASES FROM CONDUITS.  (a) From time to time a
Conduit may, and on the Conduit Termination Date or by the Business Day
following the date on which the Agent and the Conduits learn of a Significant
Event affecting the Borrower which is continuing, the Conduits shall sell any
percentage designated by each Conduit of its Interest in the Advances to the
Amsterdam Committed Lenders or Windmill Committed Lenders, as appropriate
(each, a "PUT"); PROVIDED, HOWEVER, that, if the Put occurs due to the Conduit
Termination Date or a Significant Event the designated percentage shall be one
hundred percent (100%) of the Conduit's Interest in all Advances to the Borrower
or such lesser percentage as is necessary to obtain the maximum available
Purchase Amounts for the applicable Conduit Interest in the Advances to the
Borrower from the applicable Committed Lenders.  Immediately upon notice from a
Conduit to the Agent of a Put, the Agent shall deliver to the applicable
Committed Lenders a notification of assignment in the form of Exhibit C (with
such changes therein as are acceptable to the Agent) and each such Committed
Lender shall purchase from the applicable Conduit for its Purchase Amount(s) its
Windmill Ratable Share or Amsterdam Ratable Share, as the case may be, of the
Conduit Interest designated by such Conduit.  Until used to pay CP Notes issued
by the applicable Conduit to fund its interest in the applicable Advances, the
Purchase Amount paid by the Committed Lenders in connection with any Put shall
be invested in Windmill Permitted Investments and Amsterdam Permitted
Investments, as applicable.  All earnings on such Windmill Permitted Investments
and Amsterdam Permitted Investments shall be for the account of, and shall be
promptly remitted to, the Borrower.  Such Interest in an Advance acquired by a
Committed Lender shall be the principal amount of a Base Rate Transfer Loan owed
to such Lender evidenced by the Conduit Note held by such Lender with an
Interest Period equal to the remaining term of the Advance in which such
Committed Lender acquired an Interest from the applicable Conduit.  Each Base
Rate Transfer Loan shall be due and payable at the end of its Interest Period,
but may, subject to the terms and conditions set forth herein, be refunded with
a Committed Loan or may be prepaid at any time.  Any Advance (or portion
thereof) acquired by the Committed Lenders from a Conduit, together with any
interest that accrues thereon, is owed solely to such Committed Lenders and such
Conduit's interest in such Advance (or portion thereof) so transferred is fully
discharged through such transfer.

     (b)  Any sale of any Conduit Interest from a Conduit to any Committed
Lender shall be without recourse, representation or warranty except for the
representation and warranty that such Interest is being sold by such Conduit
free and clear of any Adverse Claim created or granted by such Conduit.

     (c)  Each Committed Lender shall transfer to the Agent's Payment Office, by
not later than 1:00 p.m. (Chicago time) on the date such funds are requested, an
amount equal to such

                                     -32-

<PAGE>

Committed Lender's Purchase Amount for each Advance in which it is acquiring
an Interest; PROVIDED, HOWEVER, that the applicable Enhancer shall be
entitled to exchange (which exchange may occur after all draws have been made
on the applicable Program LOC in connection with the Put) up to an equal
Dollar amount of the Program Unreimbursed Draw Amount at the time of such
exchange for all or part of such Enhancer's Purchase Amount.  If, on the last
day of an Interest Period for an Advance, the Committed Lenders would not be
obligated to fund a Loan to the Borrower in a principal amount at least equal
to the Matured Value of the Advance maturing on such date, the Committed
Lenders will make available to the Agent the amount owed on such Advance that
day in payment of the Purchase Amount for a Put.  Any payment received from
the Borrower on such date in repayment of such Advance shall be treated as a
payment of the Interest held by the Committed Lenders in such Advance.  In
addition, so long as the Committed Lenders are obligated to make Loans to the
Borrower on the last day of an Interest Period for an Advance, if the
Borrower is no longer a Qualified Borrower or the applicable Conduit is
otherwise not making an Advance to refund its outstanding Advance on such
date, the Committed Lenders shall make a Loan to the Borrower by paying a
Purchase Amount to the Conduit in the amount of the Matured Value of its
Advance, and any repayment of such outstanding Advance by the Borrower shall
be treated as a payment to the Committed Lenders. To the extent the Borrower
does not repay the Matured Value of such Advance on such date, the unpaid
amount shall be outstanding as a Loan from the Committed Lenders.  In no
event shall any payment made to a Conduit on the last day of an Interest
Period for an Advance be treated as a repayment by the Borrower of such
Advance held by the Conduit unless (a) the Borrower has chosen to repay such
Advance and not requested that it be refunded either by a new Advance or by a
Loan and (b) the Borrower remains a Qualified Borrower and otherwise fulfills
all conditions to the obligation of the Committed Lenders to make Loans equal
to at least the Matured Value of such Advance on the last day of its Interest
Period.  The Agent shall maintain records showing the Interests held by each
Conduit and by the Committed Lenders in accordance with the provisions of
this Section 3.1, which records shall be conclusive for all purposes in
determining the Interests held in each Advance.

     (d)  The aggregate amount paid or exchanged by each Committed Lender
pursuant to Sections 3.1(b) and 3.1(c) for any purchase of an Interest in an
Advance shall be allocated among clauses (a) and (b) of the definition of
Purchase Amount proportionately in accordance with the amount of each such
component in such clauses.

     (e)  The proceeds from each Put received by a Conduit shall be transferred
into its Special Transaction Subaccount and used solely to pay that portion of
the outstanding CP Notes of the applicable Conduit issued to fund or maintain
the Conduit Interest in the Advance(s) subject to such Put.

     (f)  The obligation of each Committed Lender to make any purchase from a
Conduit pursuant to this Section 3.1 shall be the several and not joint
obligation of each Committed Lender and shall be absolute and unconditional;
PROVIDED, HOWEVER, that no Committed Lender shall have an obligation to make any
such purchase if at the time thereof (i) the applicable Conduit shall have
voluntarily commenced any proceeding or filed any petition under any bankruptcy,
insolvency or similar law seeking the dissolution, liquidation or reorganization
of such Conduit or (ii) involuntary proceedings or an involuntary petition shall
have been

                                     -33-

<PAGE>

commenced or filed against such Conduit under any bankruptcy, insolvency or
similar law seeking the dissolution, liquidation or reorganization of such
Conduit and such proceeding or petition shall not have been dismissed or
stayed for a period of thirty (30) days, or any of the actions sought in such
proceeding or petition (including the entry of an order for relief against,
or the appointment of a receiver, trustee, custodian or other similar
official for, such Conduit or for any substantial part of such Conduit's
property) shall occur.

                                      ARTICLE IV

                                THE COMMITTED CREDITS

     SECTION 4.1.   AMOUNTS AND TERMS OF COMMITMENTS.  Each Committed Lender
severally agrees, on the terms and conditions set forth herein, to make Loans to
the Borrower from time to time on any Business Day during the period from the
Closing Date to the Liquidity Termination Date, in an aggregate outstanding
amount not to exceed at any time the amount set forth on Schedule 4.1 (such
amount as the same may be reduced under Section 4.6 or as a result of one or
more assignments under Section 13.8, the Lender's "COMMITMENT"); PROVIDED,
HOWEVER, that, any Committed Borrowing shall not exceed the Aggregate Unused
Commitment; and FURTHER PROVIDED, that the aggregate principal amount of all
Committed Loans made by a Lender on any day shall not at any time exceed such
Lender's Commitment minus such Lender's Percentage of the sum of (i) the
outstanding principal amount of all Loans (other than Subject Bank Loans) and
(ii) the Matured Value of all outstanding Advances (the Committed Lender's
"UNUSED COMMITMENT").  Within the limits of each Lender's Unused Commitment, and
subject to the other terms and conditions hereof, the Borrower may borrow under
this Section 4.1, prepay under Section 4.7 and, prior to the Liquidity
Termination Date, reborrow under this Section 4.1.

     SECTION 4.2    SUBJECT BANK LOANS.  In the event that (i) a decline in
or withdrawal of the short-term rating of a Liquidity Provider causes the
Rating Criteria to cease to be satisfied or (ii) a Liquidity Provider is a
Non-extending Liquidity Provider under Section 4.15 (any such event being a
"SUBJECT BANK EVENT" and any such Liquidity Provider, a "SUBJECT BANK"), and
such Liquidity Provider is not replaced pursuant to Section 13.8 within 25
days of such Subject Bank Event, then the Borrower may, by delivery of a
Notice of Borrowing to the Agent, require such Subject Bank to make a Subject
Bank Loan in an amount equal to the excess of such Subject Bank's Commitment
over the then outstanding aggregate principal balance of such Subject Bank's
Loans.

     SECTION 4.3.   LOAN ACCOUNTS.  (a) The Committed Loans made by each Lender
shall be evidenced by one or more accounts or records maintained by such Lender
in the ordinary course of business.  The accounts or records maintained by each
Lender shall be conclusive absent manifest error of the amount of the Committed
Loans made by the Committed Lenders to the Borrower for the account of the
Borrower, and the interest and payments thereon.  Any failure so to record or
any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder to pay any amount actually owing with
respect to the Committed Loans.

     (b)  Upon the request of any Committed Lender made through the Agent, the
Committed

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<PAGE>

Loans made by such Committed Lender may be evidenced by one or more notes in
the form of Exhibit H ("COMMITTED LOAN NOTES") instead of or in addition to
loan accounts.  Each such Committed Lender may endorse on the schedules
annexed to its Note(s) the date, amount and maturity of each Committed Loan
made by it and the amount of each payment of principal made by the Borrower
with respect thereto.  Each such Committed Lender is irrevocably authorized
by the Borrower to endorse its Note(s) and each Committed Lender's record
shall be conclusive absent manifest error; PROVIDED, HOWEVER, that the
failure of a Committed Lender to make, or an error in making, a notation
thereon with respect to any Committed Loan shall not limit or otherwise
affect the actual obligations of the Borrower hereunder or under any such
Note to such Committed Lender.

     SECTION 4.4.   PROCEDURE FOR COMMITTED BORROWING.  (a) Each Committed
Borrowing shall be made upon the Borrower's irrevocable telephonic notice,
confirmed in writing, delivered to the Agent in the form of a Notice of
Borrowing (which notice must be received by the Agent prior to 11:30 a.m. New
York City time) (i) three Business Days prior to the requested Borrowing Date,
in the case of LIBOR Rate Committed Loans; and (ii) on the requested Borrowing
Date, in the case of Base Rate Committed Loans, specifying:

          (A)  the amount of the Committed Borrowing, which shall be (i) in the
     case of Base Rate Committed Loans, in an aggregate minimum amount of
     $1,000,000 or an integral multiple of $100,000 in excess thereof (or in the
     case of a Subject Bank, if less, the amount of such Subject Bank's
     Commitment less the then outstanding principal balance of such Subject
     Bank's Loans) and (ii) in the case of LIBOR Rate Committed Loans, in an
     aggregate minimum amount of $5,000,000 or an integral multiple of
     $1,000,000 in excess thereof;

          (B)  the requested Borrowing Date, which shall be a Business Day;

          (C)  the Type of Loans comprising the Committed Borrowing; and

          (D)  if such Committed Borrowing is to be a LIBOR Rate Committed Loan,
     the duration of the Interest Period applicable to such Committed Loan
     included in such notice.  If the Notice of Borrowing fails to specify the
     duration of the Interest Period for any such Committed Borrowing, such
     Interest Period shall be one month.

     (b)  The Agent will promptly notify each Lender of its receipt of any
Notice of Borrowing and of the amount of such Lender's Pro Rata Share of that
Committed Borrowing.

     (c)  Each Lender will make the amount of its Pro Rata Share of each
Committed Borrowing available to the Agent for the account of the Borrower at
the Agent's Payment Office by 1:00 p.m. New York City time (in the case of a
LIBOR Rate Committed Loan) or 2:30 p.m. New York City time (in the case of a
Base Rate Committed Loan) on the Borrowing Date requested by the Borrower in
funds immediately available to the Agent.  The proceeds of all such Committed
Loans will then be made available to the Borrower by the Agent by wire transfer
by 4:00 p.m. New York City time on the Borrowing Date in accordance with written
instructions provided to the Agent by the Borrower of like funds in United
States dollars as received by the

                                     -35-

<PAGE>

Agent.

     (d)  After giving effect to any Committed Borrowing, unless the Agent shall
otherwise consent, there may not be more than ten different Interest Periods in
effect in respect of all Committed Loans then outstanding.

     SECTION 4.5.   CONVERSION AND CONTINUATION ELECTIONS FOR LOANS.  (a) The
Borrower may, upon irrevocable written notice to the Agent in accordance with
Section 4.5(b):

          (i)  with respect to any Base Rate Committed Loans, elect, as of any
     Business Day, to convert any such Base Rate Committed Loans, or any part
     thereof, in an amount not less than $5,000,000 or that is in an integral
     multiple of $1,000,000 in excess thereof into LIBOR Rate Committed Loans;
     or

          (ii) with respect to any LIBOR Rate Committed Loans, elect, as of the
     last day of the applicable Interest Period, to (x) continue any LIBOR Rate
     Committed Loans having Interest Periods expiring on such day, or any part
     thereof, in an amount not less than $5,000,000 or that is in an integral
     multiple of $1,000,000 in excess thereof or (y) convert any LIBOR Rate
     Committed Loans having Interest Periods expiring on such date, or any part
     thereof, in an amount not less than $1,000,000 or that is an integral
     multiple of $100,000 in excess thereof into Base Rate Committed Loans.

     (b)  The Borrower shall deliver a Notice of Conversion/Continuation to be
received by the Agent not later than 11:30 a.m. (New York City time) at least
(i) three Business Days in advance of the Conversion/Continuation Date, if the
Committed Loans are to be converted into or continued as LIBOR Rate Committed
Loans; and (ii) on the Business Day of the Conversion/Continuation Date, if the
Loans are to be converted into Base Rate Committed Loans, specifying:

          (A)  the proposed Conversion/Continuation Date;

          (B)  the aggregate amount of Committed Loans to be converted or
     continued;

          (C)  the Type of Committed Loans resulting from the proposed
     conversion or continuation; and

          (D)  in the case of continuations of or conversions into LIBOR Rate
     Committed Loans, the duration of the requested Interest Period.

     (c)  If upon the expiration of any Interest Period, the Borrower has failed
to select timely a new Interest Period applicable to LIBOR Rate Committed Loans,
or if any Event of Default then exists, the Borrower shall be deemed to have
elected to convert the relevant LIBOR Rate Committed Loans into Base Rate
Committed Loans effective as of the expiration date of such Interest Period.

     (d)  The Agent will promptly notify each Committed Lender of its receipt of
a Notice of

                                     -36-

<PAGE>

Conversion/Continuation, or, if no timely notice is provided by the Borrower,
the Agent will promptly notify each Committed Lender of the details of any
automatic conversion.  All conversions and continuations shall be made
ratably according to the respective outstanding principal amounts of the
Committed Loans with respect to which the notice was given held by each
Committed Lender.

     (e)  Unless the Required Lenders otherwise consent, during the existence of
an Event of Default, the Borrower may not elect to have a Committed Loan
converted into or continued as a LIBOR Rate Committed Loan.

     (f)  After giving effect to any conversion or continuation of Committed
Loans, unless the Agent shall otherwise consent, there may not be more than ten
different Interest Periods in effect in respect of all Committed Loans then
outstanding.

     SECTION 4.6.   VOLUNTARY TERMINATION OR REDUCTION OF COMMITMENTS. The
Borrower may, upon not less than three Business Days' prior notice to the Agent,
terminate the Commitments, or permanently reduce the Commitments by an aggregate
minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof;
unless after giving effect thereto and to any prepayments of Committed Loans
made on the effective date thereof, the outstanding principal amount of all
Loans plus the Matured Value of all outstanding Advances would exceed the
Aggregate Commitment then in effect.  Once reduced in accordance with this
Section, the Commitments may not be increased.  Any reduction of the Aggregate
Commitment shall be applied to each Lender according to its Pro Rata Share.  All
accrued commitment fees to, but not including, the effective date of any
reduction or termination of Commitments shall be paid on the next quarter end
date.

     SECTION 4.7.   OPTIONAL PREPAYMENTS.  Subject to Section 5.4, the Borrower
may, at any time or from time to time, upon not less than three Business Days'
irrevocable notice by 11:30 a.m. New York City time (or on the same Business
Day's irrevocable notice by 1:30 p.m. New York City time in the case of Base
Rate Loans) to the Agent, ratably prepay Loans in whole or in part, in minimum
amounts of $5,000,000 or any multiple of $1,000,000 in excess thereof (in the
case of LIBOR Rate Loans) or in minimum amounts of $1,000,000 or any multiple of
$100,000 in excess thereof (in the case of Base Rate Committed Loans).  Such
notice of prepayment shall specify the date and amount of such prepayment and
the Type(s) of Committed Loans to be prepaid.  The Agent will promptly notify
each Committed Lender of its receipt of any such notice, and of such Committed
Lender's Pro Rata Share of such prepayment.  If such notice is given by the
Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein,
together with accrued interest to each such date on the amount prepaid (in the
case of LIBOR Rate Committed Loans only) and any amounts required pursuant to
Section 5.4.  If requested by the Borrower in connection with a potential
prepayment, the Agent shall promptly provide a reasonable good faith estimate of
the amounts which would be payable under Section 5.4 in connection with such
potential prepayment.

     SECTION 4.8.   REPAYMENT.  The Borrower shall repay to the Lenders on
November 24, 2003 the aggregate principal amount of Committed Loans outstanding
on such date.  Committed

                                     -37-

<PAGE>

Loans repaid after the Liquidity Termination Date may not be reborrowed.

     SECTION 4.9.   INTEREST.  (a) Each Committed Loan shall bear interest on
the outstanding principal amount thereof from the applicable Borrowing Date at a
rate per annum equal to the LIBOR Rate PLUS the Applicable Margin or the Base
Rate, as the case may be (and subject to the Borrower's right to convert to
other Types of Loans under Section 4.5). 

     (b)  Interest on each Committed Loan shall be paid in arrears on each
Interest Payment Date.  Interest shall also be paid on the date of any
prepayment of Committed Loans under Section 4.9 for the portion of the Committed
Loans so prepaid (for LIBOR Rate Committed Loans only) and upon payment
(including prepayment) in full thereof and, during the existence of any Event of
Default, interest shall be paid on demand of the Agent at the request or with
the consent of the Required Lenders.

     (c)  Notwithstanding clause (a) of this Section, while any Event of Default
exists or after acceleration, the Borrower shall pay interest (after as well as
before entry of judgment thereon to the extent permitted by law) on the
principal amount of all outstanding Obligations to the Committed Lenders, at a
rate per annum which is determined by adding 2% per annum to the Applicable
Margin then in effect for Loans with respect to the Liquidity Providers and 2%
per annum to the Applicable Margin then in effect for Loans with respect to the
Enhancer and, in the case of Obligations not subject to an Applicable Margin, at
a rate per annum equal to the Base Rate plus 2%; PROVIDED, HOWEVER, that, on and
after the expiration of any Interest Period applicable to any LIBOR Rate
Committed Loan outstanding on the date of occurrence of such Event of Default or
acceleration, the principal amount of such Loan shall, during the continuation
of such Event of Default or after acceleration, bear interest at a rate per
annum equal to the Base Rate plus 2% per annum for loans with respect to the
Liquidity Provider and 2% per annum with respect to Loans of the Enhancer.

     (d)  Anything herein to the contrary notwithstanding, the obligations of
the Borrower to any Lender hereunder shall be subject to the limitation that
payments of interest shall not be required for any period for which interest is
computed hereunder, to the extent (but only to the extent) that contracting for
or receiving such payment by such Lender would be contrary to the provisions of
any law applicable to such Lender limiting the highest rate of interest that may
be lawfully contracted for, charged or received by such Lender, and in such
event the Borrower shall pay such Lender interest at the highest rate permitted
by applicable law.

     SECTION 4.10.  FEES.

     (a)  FEE LETTER.  The Borrower shall pay the fees to the Agent and
Enhancer, as required by the letter agreement between the Borrower and the Agent
dated November 24, 1998 (such letter agreement referred to as the "FEE LETTER").

     (b)  COMMITMENT FEES.  The Borrower shall pay to the Agent for the account
of each Liquidity Provider a commitment fee on each Liquidity Provider's average
daily Conduit Portion multiplied by the average daily Unused Commitment of such
Liquidity Provider, computed on a quarterly basis in arrears on the last
Business Day of each calendar quarter, at the rate set forth in

                                     -38-

<PAGE>

the definition of Applicable Margin for the Conduit Commitment Fee. The
Borrower shall pay to the Agent for the account of each Liquidity Provider a
commitment fee on each Liquidity Provider's average daily Loan Portion
multiplied by the average daily Unused Commitment of such Liquidity Provider,
computed on a quarterly basis in arrears on the last Business Day of each
calendar quarter, at the rate set forth in the definition of Applicable
Margin for the Loan Commitment Fee.  The Borrower shall pay to the Agent for
the account of the Liquidity Providers a program fee on the sum of such
Liquidity Providers' Amsterdam Ratable Share and Windmill Ratable Share of
the average daily outstanding Advances, computed on a quarterly basis in
arrears on the last Business Day of each calendar quarter as calculated by
the Agent, at the rate set forth in the definition of Applicable Margin for
Program Fees.  Such fees shall accrue from the Closing Date to the Liquidity
Termination Date and shall be due and payable quarterly in arrears on the
last Business Day of each calendar quarter through the Liquidity Termination
Date, commencing with the calendar quarter ending December 31, 1998 with the
final payment to be made on the Liquidity Termination Date.  The fees
provided in this clause shall accrue at all times after the abovementioned
commencement date, including at any time during which one or more conditions
in Article VI are not met.

     SECTION 4.11.  COMPUTATION OF FEES AND INTEREST.  (a) All computations
of interest for Base Rate Loans when the Base Rate is determined by ABN
AMRO's "prime lending rate" shall be made on the basis of a year of 365 or
366 days, as the case may be, and actual days elapsed.  All other
computations of fees and interest shall be made on the basis of a 360-day
year and actual days elapsed (which results in more interest being paid than
if computed on the basis of a 365- or 366-day year).  Interest and fees shall
accrue during each period during which interest or such fees are computed
from the first day thereof to the last day thereof.

     (b)  Each determination of an interest rate by the Agent shall be
conclusive and binding on the Borrower and the Lenders in the absence of
manifest error.

     (c)  If any Reference Bank's Commitment terminates (other than on
termination of all the Commitments), or for any reason whatsoever the Reference
Bank ceases to be a Lender hereunder, that Reference Bank shall thereupon cease
to be a Reference Bank, and the LIBOR Rate shall be determined on the basis of
the rates as notified by the remaining Reference Banks.

     (d)  Each Reference Bank shall use its best efforts to finish quotations of
rates to the Agent as contemplated hereby.  If any of the Reference Banks fails
to supply such rates to the Agent upon its request, the rate of interest shall
be determined on the basis of the quotations of the remaining Reference Bank(s).

     SECTION 4.12.  PAYMENTS BY THE BORROWER.  (a) All payments to be made by
the Borrower shall be made without setoff, recoupment or counterclaim.  Except
as otherwise expressly provided herein, all payments by the Borrower shall be
made to the Agent for the account of the Lenders at the Agent's Payment Office,
and shall be made in dollars and in immediately available funds, no later than
11:00 a.m. (New York City time) on the date specified herein.  Any payment
received by the Agent later than 11:00 a.m. (New York City time) shall be deemed
to have been received on the following Business Day and any applicable interest
or fee shall continue to accrue.

                                     -39-

<PAGE>

     (b)  Subject to the provisions set forth in the definition of "INTEREST
PERIOD" herein, whenever any payment is due on a day other than a Business Day,
such payment shall be made on the following Business Day, and such extension of
time shall in such case be included in the computation of interest or fees, as
the case may be.

     (c)  Unless the Agent receives notice from the Borrower prior to the date
on which any payment is due to the Lenders that the Borrower will not make such
payment in full as and when required, the Agent may assume that the Borrower has
made such payment in full to the Agent on such date in immediately available
funds and the Agent may (but shall not be so required), in reliance upon such
assumption, distribute to each Lender on such due date an amount equal to the
amount then due such Lender.  If and to the extent the Borrower has not made
such payment in full to the Agent, each Lender shall repay to the Agent on
demand such amount distributed to such Lender, together with interest thereon at
the Federal Funds Rate for each day from the date such amount is distributed to
such Lender until the date repaid.

     SECTION 4.13.  ASSUMED PAYMENTS.  Unless the Agent shall have received
notice from the applicable Committed Lender before the date of any Put or of any
Committed Loan that such Lender will not make available to the Agent the amount
it is scheduled to remit as part of such Put or Committed Loan, the Agent may
assume such Committed Lender has made such amount available to the Agent when
due (an "ASSUMED PAYMENT") and, in reliance upon such assumption, the Agent may
(but shall have no obligation to) make available such amount to the appropriate
Person.  If and to the extent that any Committed Lender shall not have made its
Assumed Payment available to the Agent, such Committed Lender hereby agrees to
pay the Agent forthwith on demand such unpaid portion of such Assumed Payment up
to the amount of funds actually paid by the Agent, together with interest
thereon for each day from the date of such payment by the Agent until the date
the requisite amount is repaid to the Agent, at a rate per annum equal to the
Federal Funds Rate plus 2%.

     SECTION 4.14.  SHARING OF PAYMENTS, ETC..  If, other than as expressly
provided elsewhere herein, any Lender shall obtain on account of the Loans and
Advances in its favor any payment (whether voluntary, involuntary, through the
exercise of any right of setoff, or otherwise) in excess of its ratable share
(or other share contemplated hereunder), such Lender shall immediately (a)
notify the Agent of such fact, and (b) purchase from the other Lenders such
participations in the Loans and Advances made by them as shall be necessary to
cause such purchasing Lender to share the excess payment pro rata with each of
them according to their respective ratable share (or other share contemplated
hereunder); PROVIDED, HOWEVER, that if all or any portion of such excess payment
is thereafter recovered from the purchasing Lender, such purchase shall to that
extent be rescinded and each other Lender shall repay to the purchasing Lender
the purchase price paid therefor, together with an amount equal to such paying
Lender's ratable share (according to the proportion of (i) the amount of such
paying Lender's required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered.  The Borrower
agrees that any Lender so purchasing a participation from another Lender may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of setoff, but subject to Section 13.10) with respect to
such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation.  The

                                     -40-

<PAGE>

Agent will keep records (which shall be conclusive and binding in the absence
of manifest error) of participations purchased under this Section and will in
each case notify the Lenders following any such purchases or repayments.

     SECTION 4.15.  EXTENSION OF LIQUIDITY TERMINATION DATE.

     (a)  The Borrower may, by notice to the Agent (which shall promptly
notify the Committed Lenders) not less than 30 days and not more than 60 days
prior to the Liquidity Termination Date then in effect hereunder (the
"EXISTING LIQUIDITY TERMINATION DATE"), request that the Liquidity Providers
extend the Existing Liquidity Termination Date for an additional 364 days
from the Consent Date (as defined below); PROVIDED that in no event shall the
Liquidity Termination Date be extended beyond November 19, 2003.  Each
Liquidity Provider, acting in its sole discretion, shall, by notice to the
Borrower and the Agent given on or before the date (herein, the "CONSENT
DATE") that is 30 days prior to the Existing Liquidity Termination Date
(except that, if such date is not a Business Day, the Consent Date shall be
the next succeeding Business Day), advise the Borrower whether or not such
Liquidity Provider agrees to such extension; PROVIDED that any notice
agreeing to such extension that is given prior to the Consent Date may be
revoked before the Consent Date, but on the Consent Date such notice shall
become irrevocable; and PROVIDED  FURTHER that each Liquidity Provider that
determines not to extend the Liquidity Termination Date (a "NON-EXTENDING
LIQUIDITY PROVIDER") shall notify the Agent (which shall notify the other
Liquidity Providers) of such fact promptly after such determination (but in
any event no later than the Consent Date) and any Liquidity Provider that
does not advise the Borrower on or before the Consent Date shall be deemed to
be a Non-extending Liquidity Provider.  The election of any Liquidity
Provider to agree to such extension shall not obligate any other Liquidity
Provider to so agree.

     (b)  The Borrower shall have the right on or before the Existing Liquidity
Termination Date to replace each Non-extending Liquidity Provider with, and
otherwise add to this Agreement, one or more other banks (which may include any
Liquidity Provider, each prior to the Existing Liquidity Termination Date an
"ADDITIONAL LIQUIDITY PROVIDER") pursuant to Section 13.8 hereof.  The Borrower
shall also have the right at any time to replace a Subject Bank with another
Liquidity Provider pursuant to Section 13.8 hereof. 

     (c)  If the Borrower requests pursuant to subsection (a) above that the
Liquidity Termination Date be extended and the Enhancer and Liquidity Providers
having Commitments totaling at least 66 2/3% of the Commitments of all Liquidity
Providers as of the Existing Liquidity Termination Date shall have consented to
such extension pursuant to subsection (a) above, then, effective as of the
Existing Liquidity Termination Date, the Existing Liquidity Termination Date
shall be extended to the date falling 364 days after the Consent Date (except
that, if such date is not a Business Day, such Liquidity Termination Date as so
extended shall be the next preceding Business Day) and each Additional Liquidity
Provider shall thereupon become a "LIQUIDITY PROVIDER" for all purposes of this
Agreement.  Even if the Existing Liquidity Termination Date is extended as
aforesaid, the Commitment of each Non-extending Liquidity Provider shall,
subject to Section 4.2, terminate on the Existing Liquidity Termination Date.

                                     -41-

<PAGE>

                                      ARTICLE V

                        TAXES, YIELD PROTECTION AND ILLEGALITY

     SECTION 5.1.   TAXES.  (a) Any and all payments by the Borrower to each
Lender or the Agent under this Agreement and any other Loan Document shall be
made free and clear of, and without deduction or withholding for, any Taxes.  In
addition, the Borrower shall pay all Other Taxes.

     (b)  If the Borrower shall be required by law to deduct or withhold any
Taxes, Other Taxes or Further Taxes from or in respect of any sum payable
hereunder to any Lender or the Agent, then:

           (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),
     such Lender or the Agent, as the case may be, receives and retains an
     amount equal to the sum it would have received and retained had no such
     deductions or withholdings 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 taxing authority or other authority in accordance with
     applicable law; and

           (iv)  the Borrower shall also pay to each Lender or the Agent for the
     account of such Lender, at the time interest is paid, Further Taxes in the
     amount that the respective Lender specifies as necessary to preserve the
     aftertax yield the Lender would have received if such Taxes, Other Taxes or
     Further Taxes had not been imposed.

     (c)  The Borrower agrees to indemnify and hold harmless each Lender and the
Agent for the full amount of (i) Taxes, (ii) Other Taxes, and (iii) Further
Taxes (except, in each case, to the extent arising from a Lender's failure to
provide an appropriately completed and accurate (in all material respects) form
under Section 12.10) in the amount that the respective Lender specifies as
necessary to preserve the aftertax yield such Lender would have received if such
Taxes, Other Taxes or Further Taxes had not been imposed, and any liability
(including penalties, interest, additions to tax and expenses) arising therefrom
or with respect thereto, whether or not such Taxes, Other Taxes or Further Taxes
were correctly or legally asserted; PROVIDED, that if requested in writing by
the Borrower (with such request to include a reaffirmation of the
indemnification provisions hereunder), such Lender shall, at the sole cost and
expense of the Borrower (such costs and expenses to be subject to reimbursement
by the Lender on a basis which is proportionate to the amount of the refund paid
to the Lender, on the one hand, and the amount of the refund paid to the
Borrower, on the other hand), provide reasonable cooperation in attempting to
obtain a refund of such Taxes, Other Taxes or Further Taxes.  Payment under this
indemnification shall be made within 30 days after the date the applicable
Lender or the Agent makes written demand therefor.

                                     -42-

<PAGE>

     (d)  Within 30 days after the date of any payment by the Borrower of Taxes,
Other Taxes or Further Taxes, the Borrower shall furnish to each Lender or the
Agent the original or a certified copy of a receipt evidencing payment thereof,
or other evidence of payment satisfactory to such Lender or the Agent.

     (e)  If the Borrower is required to pay any amount to any Lender or the
Agent pursuant to clause (b) or (c) of this Section, then such Lender shall use
reasonable efforts (consistent with legal and regulatory restrictions) to change
the jurisdiction of its Lending Office so as to eliminate any such additional
payment by the Borrower which may thereafter accrue, if such change in the sole
judgment of such Lender is not otherwise disadvantageous to such Lender.

     SECTION 5.2.   ILLEGALITY.  (a) If any Lender determines that the
introduction of any Requirement of Law, or any change in any Requirement of Law,
or in the interpretation or administration of any Requirement of Law, has made
it unlawful, or that any central bank or other Governmental Authority has
asserted that it is unlawful, for any Lender or its applicable Lending Office to
make LIBOR Rate Committed Loans then, on notice thereof by the Lender to the
Borrower through the Agent, any obligation of that Lender to make LIBOR Rate
Committed Loans shall be suspended until the Lender notifies the Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist.  While such obligation is so suspended, any LIBOR Rate Committed Loans
requested by the Borrower shall be deemed for purposes of such Lender to be a
request for a Base Rate Committed Loan, which Base Rate Committed Loan shall be
deemed to have the same Interest Period as the LIBOR Rate Committed Loan
actually requested.

     (b)  If a Lender determines that it is unlawful for such Lender to maintain
any LIBOR Rate Committed Loan, the Borrower shall, upon its receipt of notice of
such fact and demand from such Lender (with a copy to the Agent), prepay in full
such LIBOR Rate Committed Loan of that Lender then outstanding, together with
interest accrued thereon, either on the last day of the Interest Period thereof,
if the Lender may lawfully continue to maintain such LIBOR Rate Committed Loans
to such day, or immediately, if the Lender may not lawfully continue to maintain
such LIBOR Rate Committed Loan.  If the Borrower is required to so prepay any
LIBOR Rate Committed Loan then concurrently with such prepayment, the Borrower
shall borrow from the affected Lender, in the amount of such repayment, a Base
Rate Committed Loan which Base Rate Committed Loan shall be deemed to have the
same Interest Period as the LIBOR Rate Committed Loan which is concurrently
repaid.

     (c)  Before giving any notice to the Agent under this Section, the affected
Lender shall designate a different Lending Office with respect to its LIBOR Rate
Committed Loans if such designation will avoid the need for giving such notice
or making such demand and will not, in the judgment of the Lender, be illegal or
otherwise disadvantageous to the Lender.

     SECTION 5.3.   INCREASED COSTS AND REDUCTION OF RETURN.  (a) If any Lender
reasonably determines that, due to either (i) the introduction of or any change
(other than any change by way of imposition of or increase in reserve
requirements included in the calculation of the LIBOR Rate or in respect of the
assessment rate payable by any Lender to the FDIC for insuring U.S. deposits) in
or in the interpretation of any law or regulation or (ii) the compliance by that
Lender

                                     -43-

<PAGE>

with any guideline or request from any central bank or other Governmental
Authority (whether or not having the force of law) not due to an adverse change
in the financial condition of such Lender, there shall be any increase in the
cost to such Lender of agreeing to make or making, funding or maintaining any
LIBOR Rate Committed Loans, then the Borrower shall be liable for, and shall
from time to time, upon demand (with a copy of such demand to be sent to the
Agent), pay to the Agent for the account of such Lender, additional amounts as
are sufficient to compensate such Lender for such increased costs; PROVIDED,
that the Borrower's obligation to pay any amount under this Section shall be
limited to amounts attributable to the period commencing thirty days prior to
the date on which the Agent gave the Borrower notice of the event entitling it
to such payment.

     (b)  If any Lender shall have determined that (i) the introduction of any
Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation,
(iii) any change in the interpretation or administration of any Capital Adequacy
Regulation by any central bank or other Governmental Authority charged with the
interpretation or administration thereof, or (iv) compliance by the Lender (or
its Lending Office) or any corporation controlling the Lender (not due to an
adverse change in the financial condition of such Lender) with any Capital
Adequacy Regulation, affects or would affect the amount of capital required or
expected to be maintained by the Lender or any corporation controlling the
Lender and (taking into consideration such Lender's or such corporation's
policies with respect to capital adequacy) determines that the amount of such
capital is increased after the date hereof as a consequence of its Commitment,
loans, credits or obligations under this Agreement, then, upon demand of such
Lender to the Borrower through the Agent, the Borrower shall pay to the Lender,
from time to time as specified by the Lender, additional amounts sufficient to
compensate the Lender for such increase; PROVIDED, that the Borrower's
obligation to pay any amount under this Section shall be limited to amounts
attributable to the period commencing thirty days prior to the date on which the
Agent gave the Borrower notice of the event entitling it to such payment.

     SECTION 5.4.   FUNDING LOSSES.  The Borrower shall reimburse each Lender
and hold each Lender harmless from any loss or expense which the Lender may
sustain or incur as a consequence of:

          (a)  the failure of the Borrower to make on a timely basis any payment
     of principal of any LIBOR Rate Committed Loan due to the Borrower's failure
     to comply with the conditions set forth in Section 6.2;

          (b)  the failure of the Borrower to borrow a LIBOR Committed Loan,
     continue or convert a Committed Loan into a LIBOR Committed Loan after the
     Borrower has given (or is deemed to have given) a Notice of Borrowing or a
     Notice of Conversion/Continuation;

          (c)  the failure of the Borrower to make any prepayment of any LIBOR
     Committed Loan in accordance with any notice delivered under Section 4.7;

          (d)  the prepayment or other payment (including after acceleration
     thereof) of a LIBOR Rate Committed Loan on a day that is not the last day
     of the relevant Interest

                                     -44-

<PAGE>

     Period; or

          (e)  the automatic conversion under Section 5.5 of any LIBOR Rate
     Committed Loan to a Base Rate Committed Loan on a day that is not the last
     day of the relevant Interest Period;

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its LIBOR Rate Committed Loans, as the case
may be, or from fees payable to terminate the deposits from which such funds
were obtained.  For purposes of calculating amounts payable by the Borrower to
the Lenders under this Section, each LIBOR Rate Committed Loan made by a Lender
(and each related reserve, special deposit or similar requirement) shall be
conclusively deemed to have been funded at the LIBOR used in determining the
LIBOR Rate for such LIBOR Rate Committed Loan by a matching deposit or other
borrowing in the interbank eurodollar market for a comparable amount and for a
comparable period, whether or not such LIBOR Rate Committed Loan is in fact so
funded.

     SECTION 5.5.   INABILITY TO DETERMINE RATES.  If any Reference Bank or the
Required Lenders determine that for any reason adequate and reasonable means do
not exist for determining the LIBOR Rate for any requested Interest Period with
respect to a proposed LIBOR Rate Committed Loan, or that the LIBOR Rate
applicable pursuant to Section 4.9(a) for any requested Interest Period with
respect to a proposed LIBOR Rate Committed Loan does not adequately and fairly
reflect the cost to such Lenders of funding such Loan, the Agent will promptly
so notify the Borrower and each Lender.  Thereafter, the obligation of the
Lenders to make or maintain LIBOR Rate Committed Loans hereunder shall be
suspended until the Agent upon the instruction of the Required Lenders revokes
such notice in writing.  Upon receipt of such notice, the Borrower may at least
3 days prior to date of the proposed Borrowing or Conversion/Continuation revoke
any Notice of Borrowing or Notice of Conversion/Continuation then submitted by
it by written notice to Agent.  If the Borrower does not revoke such Notice, the
Lenders shall make, convert or continue the Committed Loans, as proposed by the
Borrower, in the amount specified in the applicable notice submitted by the
Borrower, but such Committed Loans shall be made, converted or continued as Base
Rate Committed Loans instead of LIBOR Rate Committed Loans.

     SECTION 5.6.   CERTIFICATES OF LENDERS.  Any Lender claiming reimbursement
or compensation under this Article V shall deliver to the Borrower (with a copy
to the Agent) a certificate setting forth in reasonable detail the amount
payable to such Lender hereunder and the basis for, and calculation of, such
claim and such certificate shall be conclusive and binding on the Borrower in
the absence of manifest error.

     SECTION 5.7.   SURVIVAL.  The agreements and obligations of the Borrower in
this Article V shall survive the payment of all other Obligations.

                                      ARTICLE VI

                                 CONDITIONS PRECEDENT

                                     -45-

<PAGE>

     SECTION 6.1.   CONDITIONS TO EFFECTIVENESS OF THIS AGREEMENT.  The
obligation of each Committed Lender hereunder is subject to the condition that
the Agent shall have received on or before the Closing Date all of the
following, in form and substance reasonably satisfactory to the Agent and each
Committed Lender, and in sufficient copies for each Lender:

          (a)  THIS AGREEMENT AND NOTES.  This Agreement and (to the extent
     required under Sections 2.2 and 4.3) the Notes executed by each party
     thereto;

          (b)  RESOLUTIONS; INCUMBENCY.

               (i)  Copies of the resolutions of the board of directors of the
     Borrower authorizing the transactions contemplated hereby, certified as of
     the Closing Date by the Secretary or an Assistant Secretary of the
     Borrower; and

               (ii) A certificate of the Secretary or Assistant Secretary of the
     Borrower certifying the names and true signatures of the officers of the
     Borrower authorized to execute, deliver and perform, as applicable, this
     Agreement, and all other Loan Documents to be delivered by it hereunder;

          (c)  ORGANIZATION DOCUMENTS; GOOD STANDING.  Each of the following
     documents:

               (i)  the articles or certificate of incorporation and the bylaws
     of the Borrower as in effect on the Closing Date, certified by the
     Secretary or Assistant Secretary of the Borrower as of the Closing Date;
     and
               (ii) a good standing certificate for the Borrower from the
     Secretary of State (or similar, applicable Governmental Authority) of its
     state of incorporation as of a recent date;

          (d)  LEGAL OPINIONS.  An opinion of the Borrower's general counsel
     addressed to the Agent and the Lenders, substantially in the form of
     Exhibit G1 and an opinion of Dorsey & Whitney LLP, outside counsel to
     Borrower, addressed to the Agent and the Lenders, substantially in the form
     of Exhibit G-2;

          (e)  PAYMENT OF FEES.  Evidence of payment by the Borrower of all
     accrued and unpaid fees, costs and expenses to the extent then due and
     payable on the Closing Date, together with Attorney Costs of ABN AMRO to
     the extent invoiced prior to or on the Closing Date, plus such additional
     amounts of Attorney Costs as shall constitute ABN AMRO's reasonable
     estimate of Attorney Costs incurred or to be incurred by it through the
     closing proceedings (PROVIDED that such estimate shall not thereafter
     preclude final settling of accounts between the Borrower and ABN AMRO).

          (f)  CERTIFICATE.  A certificate signed by a Responsible Officer,
     dated as of the Closing Date, stating that:

                                     -46-

<PAGE>

               (i)  the representations and warranties contained in Article VII
     are true and correct on and as of such date, as though made on and as of
     such date;

               (ii) no Default or Event of Default exists or would result from
     the initial Borrowing;

              (iii) there has occurred since October 31, 1997, no event or
     circumstance that has resulted or could reasonably be expected to result in
     a Material Adverse Effect; and

          (g)  OTHER DOCUMENTS.  Such other approvals, opinions, documents or
     materials as the Agent or any Lender may reasonably request.

     SECTION 6.2.   CONDITIONS TO ALL COMMITTED LOANS.  The obligation of each
Lender to make any Committed Loan to be made by it or to continue or convert any
Committed Loan under Section 4.5 is subject to the satisfaction of the following
conditions precedent on the relevant disbursement date or
Conversion/Continuation Date:

          (a)  NOTICE, APPLICATION.  As to any Committed Loan, the Agent shall
     have received (with, in the case of the initial Loan only, a copy for each
     Lender) a Notice of Borrowing or a Notice of Conversion/Continuation, as
     applicable.

          (b)  CONTINUATION OF REPRESENTATIONS AND WARRANTIES.  As to the making
     of any Committed Loan, the representations and warranties in Article VII
     (other than the representation set forth in Section 7.11(b)) shall be true
     and correct on and as of such Borrowing Date with the same effect as if
     made on and as of such disbursement date (except to the extent such
     representations and warranties expressly refer to an earlier date, in which
     case they shall be true and correct as of such earlier date); and

          (c)  NO EXISTING DEFAULT.  No Default or Event of Default shall exist
     or shall result from such Borrowing or no Event of Default shall exist or
     shall result from such continuation or conversion.

Each Notice of Borrowing and Notice of Conversion/Continuation submitted by the
Borrower hereunder shall constitute a representation and warranty by the
Borrower hereunder, as of the date of each such notice and as of each
disbursement date or Conversion/Continuation Date, as applicable, that the
applicable conditions in this Section 6.2 are satisfied.  Nothing in this
Section 6.2 limits the obligations (including those in Section 3.1) of each
Committed Lender to any Conduit.

                                     ARTICLE VII

                            REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Agent and each Lender that:

                                     -47-

<PAGE>

     SECTION 7.1.   CORPORATE EXISTENCE AND POWER.  The Borrower and each of its
Subsidiaries:

          (a)  is a corporation duly organized, validly existing and in good
     standing under the laws of the jurisdiction of its incorporation;

          (b)  has the power and authority and all governmental licenses,
     authorizations, consents and approvals to own its assets, carry on its
     business and to execute, deliver, and perform its obligations under the
     Loan Documents;

          (c)  is duly qualified as a foreign corporation and is licensed and in
     good standing under the laws of each jurisdiction where its ownership,
     lease or operation of property or the conduct of its business requires such
     qualification or license; and

          (d)  is in compliance with all Requirements of Law; except, in each
     case referred to in clause (c) or clause (d), to the extent that the
     failure to do so could not reasonably be expected to have a Material
     Adverse Effect.

     SECTION 7.2.   CORPORATE AUTHORIZATION; NO CONTRAVENTION.  The execution,
delivery and performance by the Borrower of this Agreement and each other Loan
Document, have been duly authorized by all necessary corporate action, and do
not and will not:

          (a)  contravene the terms of any of the Borrower's Organization
     Documents;

          (b)  conflict with or result in any breach or contravention of, or the
     creation of any Lien under, any document evidencing any Contractual
     Obligation to which the Borrower or any of its Subsidiaries is a party or
     any order, injunction, writ or decree of any Governmental Authority to
     which such Person or its property is subject; or

          (c)  violate any Requirement of Law.

     SECTION 7.3.   GOVERNMENTAL AUTHORIZATION  No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Borrower of
this Agreement or any other Loan Document.

     SECTION 7.4.   BINDING EFFECT.  This Agreement and each other Loan Document
constitutes the legal, valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with their respective terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws affecting the enforcement of creditors' rights generally or by
equitable principles relating to enforceability.

     SECTION 7.5.   LITIGATION.  Except as specifically disclosed in Schedule
7.5, there are no actions, suits, proceedings, claims or disputes pending, or to
the best knowledge of the Borrower, threatened, at law, in equity, in
arbitration or before any Governmental Authority, against the Borrower, its
Subsidiaries or any of their respective properties which:

                                     -48-

<PAGE>

          (a)  purport to affect or pertain to this Agreement or any other Loan
     Document, or any of the transactions contemplated hereby or thereby; or

          (b)  if determined adversely to the Borrower or its Subsidiaries,
     would reasonably be expected to have a Material Adverse Effect.  No
     injunction, writ, temporary restraining order or any order of any nature
     has been issued by any court or other Governmental Authority purporting to
     enjoin or restrain the execution, delivery or performance of this Agreement
     or any other Loan Document, or directing that the transactions provided for
     herein or therein not be consummated as herein or therein provided.

     SECTION 7.6.   NO DEFAULT.  No Default or Event of Default exists or would
result from the incurring of any Obligations by the Borrower.  As of the Closing
Date, neither the Borrower nor any Subsidiary is in default under or with
respect to any Contractual Obligation in any respect which, individually or
together with all such defaults, could reasonably be expected to have a Material
Adverse Effect, or that would, if such default had occurred after the Closing
Date, create an Event of Default under Section 11.1(e).

     SECTION 7.7.   ERISA COMPLIANCE.  Except as specifically disclosed in
Schedule 7.7:

          (a)  Each Plan is in compliance with the applicable provisions of
     ERISA, the Code and other federal or state law except for such
     noncompliance as could not, individually or in the aggregate, have a
     Material Adverse Effect.  Each Plan which is intended to qualify under
     Section 401(a) of the Code has received a favorable determination letter
     from the IRS and to the best knowledge of the Borrower, nothing has
     occurred which would cause the loss of such qualification.  The Borrower
     and each ERISA Affiliate has made all required contributions to any Plan
     subject to Section 412 of the Code, and no application for a funding waiver
     or an extension of any amortization period pursuant to Section 412 of the
     Code has been made with respect to any Plan.

          (b)  There are no pending or, to the best knowledge of Borrower,
     threatened claims, actions or lawsuits, or action by any Governmental
     Authority, with respect to any Plan which has resulted or could reasonably
     be expected to result in a Material Adverse Effect.  There has been no
     prohibited transaction or violation of the fiduciary responsibility rules
     with respect to any Plan which has resulted or could reasonably be expected
     to result in a Material Adverse Effect.

          (c)  (i) No ERISA Event has occurred or is reasonably expected to
     occur; (ii) no Pension Plan has any material Unfunded Pension Liability;
     (iii) neither the Borrower nor any ERISA Affiliate has incurred, or
     reasonably expects to incur, any material liability under Title IV of ERISA
     with respect to any Pension Plan (other than premiums due and not
     delinquent under Section 4007 of ERISA); (iv) neither the Borrower nor any
     ERISA Affiliate has incurred, or reasonably expects to incur, any material
     liability (and no event has occurred which, with the giving of notice under
     Section 4219 of ERISA, would result in such liability) under Section 4201
     or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the
     Borrower nor any ERISA Affiliate has engaged

                                     -49-

<PAGE>


     in a transaction that could be subject to Section 4069 or 4212(c) of
     ERISA; PROVIDED that the aggregate of all such amounts in cases of
     clauses (ii), (iii) and (iv) cannot exceed $5,000,000.

     SECTION 7.8.   USE OF PROCEEDS, MARGIN REGULATIONS.  The proceeds of the
Loans are to be used solely for the purposes set forth in and permitted by
Section 8.12 and Section 9.7.  Neither the Borrower nor any Subsidiary is
generally engaged in the business of purchasing or selling Margin Stock or
extending credit for the purpose of purchasing or carrying Margin Stock.

     SECTION 7.9.   TITLE TO PROPERTIES.  The Borrower and each Subsidiary have
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 their
respective businesses, except for such defects in title as could not,
individually or in the aggregate, have a Material Adverse Effect.  As of the
Closing Date, the property of the Borrower and its Subsidiaries is subject to no
Liens, other than Permitted Liens.

     SECTION 7.10.  TAXES.  The Borrower and its Subsidiaries have filed all
Federal and other material tax returns and reports required to be filed, and
have paid all Federal and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings and for which adequate reserves have been
provided in accordance with GAAP.  There is no proposed tax assessment against
the Borrower or any Subsidiary that would, if made, have a Material Adverse
Effect.

     SECTION 7.11.  FINANCIAL CONDITION.  (a) The audited consolidated financial
statements (and footnotes thereto) of the Borrower and its Subsidiaries dated
October 31, 1997, and the unaudited financial statements (and footnotes thereto)
of the Borrower and its Subsidiaries dated July 31, 1998, in each case together
with the related consolidated statements of income or operations, shareholders'
equity and cash flows for the fiscal period ended on that date:

           (i)  were prepared in accordance with GAAP consistently applied
     throughout the period covered thereby, except as otherwise expressly noted
     therein;

          (ii)  fairly present the financial condition of the Borrower and its
     Subsidiaries as of the date thereof and results of operations for the
     period covered thereby; and

         (iii)  except as specifically disclosed in Schedule 7.11, show all
     material indebtedness and other material liabilities, direct or contingent,
     of the Borrower and its consolidated Subsidiaries as of the date thereof,
     including liabilities for material taxes, material commitments and
     Contingent Obligations.

     (b)  Since July 31, 1998, there has been no Material Adverse Effect.

     SECTION 7.12.  ENVIRONMENTAL MATTERS.  (a) Except as specifically disclosed
in Schedule 7.12, the ongoing operations of the Borrower and each of its
Subsidiaries comply in all respects with all Environmental Laws, except such
noncompliance which would not (if enforced

                                     -50-

<PAGE>

in accordance with applicable law) result in liability in excess of
$5,000,000 in the aggregate.

     (b)  Except as specifically disclosed in Schedule 7.12, the Borrower and
each of its Subsidiaries have obtained all licenses, permits, authorizations and
registrations required under any Environmental Law ("ENVIRONMENTAL PERMITS") and
necessary for their respective ordinary course operations, all such
Environmental Permits are in good standing, and the Borrower and each of its
Subsidiaries are in compliance with all material terms and conditions of such
Environmental Permits.

     (c)  Except as specifically disclosed in Schedule 7.12, none of the
Borrower, any of its Subsidiaries or any of their respective present property or
operations, is subject to any outstanding written order from or agreement with
any Governmental Authority, nor subject to any judicial or docketed
administrative proceeding, respecting any Environmental Law, Environmental Claim
or Hazardous Material which, if adversely determined, could reasonably be
expected to have a Material Adverse Effect.

     (d)  Except as specifically disclosed in Schedule 7.12, there are no
Hazardous Materials or other conditions or circumstances existing with respect
to any property of the Borrower or any Subsidiary, or arising from operations
prior to the Closing Date, of the Borrower or any of its Subsidiaries that would
reasonably be expected to give rise to Environmental Claims with a potential
liability of the Borrower and its Subsidiaries in excess of $5,000,000 in the
aggregate for any such condition, circumstance or property.  In addition, (i)
neither the Borrower nor any Subsidiary has any underground storage tanks (x)
that are not properly registered or permitted under applicable Environmental
Laws, or (y) that are leaking or disposing of Hazardous Materials offsite, and
(ii) the Borrower and its Subsidiaries have notified all of their employees of
the existence, if any, of any health hazard arising from the conditions of their
employment (which is either material or for which notification is required by
applicable law) and have met all notification requirements under Title III of
CERCLA and all other Environmental Laws.

     SECTION 7.13.  REGULATED ENTITIES.  None of the Borrower, any Person
controlling the Borrower, or any Subsidiary, is an "Investment Company" within
the meaning of the Investment Company Act of 1940.  The Borrower is not subject
to regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act, any state public utilities code, or any
other Federal or state statute or regulation limiting its ability to incur
Indebtedness.

     SECTION 7.14.  NO BURDENSOME RESTRICTIONS.  Neither the Borrower nor any
Subsidiary is a party to or bound by any Contractual Obligation, or subject to
any restriction in any Organization Document, or any Requirement of Law, which
could reasonably be expected to have a Material Adverse Effect.

     SECTION 7.15.  COPYRIGHTS, PATENTS, TRADEMARKS AND LICENSES, ETC.  The
Borrower or its Subsidiaries own or are licensed or otherwise have the right to
use all of the patents, trademarks, service marks, trade names, copyrights,
contractual franchises, authorizations and other rights that are reasonably
necessary for the operation of their respective businesses, without conflict
with the rights of any other Person except where such failure to own or license
would not

                                     -51-

<PAGE>

reasonably be expected to have a Material Adverse Effect.  To the best
knowledge of the Borrower, no material slogan or other advertising device,
product, process, method, substance, part or other material now employed, or
now contemplated to be employed, by the Borrower or any Subsidiary infringes
upon any rights held by any other Person.  Except as specifically disclosed
in Schedule 7.5, no claim or litigation regarding any of the foregoing is
pending or threatened in writing, and no patent, invention, device,
application, principle or any statute, law, rule, regulation, standard or
code is pending or, to the knowledge of the Borrower, proposed, which, in
either case, could reasonably be expected to have a Material Adverse Effect.

     SECTION 7.16.  SUBSIDIARIES.  As of the date hereof, the Borrower has no
Subsidiaries other than those specifically disclosed in part (a) of Schedule
7.16 hereto and has no equity investments in any other corporation or entity
other than those specifically disclosed in part (b) of Schedule 7.16.

     SECTION 7.17.  INSURANCE.  Except as specifically disclosed in Schedule
7.17, the properties of the Borrower and its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the
Borrower, in such amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or such Subsidiary operates.

     SECTION 7.18.  SWAP OBLIGATIONS.  Neither the Borrower nor any of its
Subsidiaries has incurred any outstanding obligations under any Swap Contracts,
other than Permitted Swap Obligations. 

     SECTION 7.19.  FULL DISCLOSURE.  None of the representations or warranties
made by the Borrower or any Subsidiary in the Loan Documents as of the date such
representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement or certificate furnished
by or on behalf of the Borrower or any Subsidiary in connection with the Loan
Documents (including the offering and disclosure materials delivered by or on
behalf of the Borrower to the Lenders prior to the Closing Date), contains any
untrue statement of a material fact or omits any material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances under which they are made, not misleading as of the time when made
or delivered.

     SECTION 7.20.  YEAR 2000 COMPATIBILITY.  The Borrower and its Subsidiaries
are reviewing the areas within their business and operations which could be
adversely affected by, and have developed or are developing a program to address
on a timely basis, the "Year 2000 Problem" (that is, the risk that computer
applications used by the Borrower and its Subsidiaries in their business
operations may be unable to recognize and perform properly date-sensitive
functions involving certain dates prior to and any date on or after December 31,
1999), and are making related appropriate inquiry of material suppliers and
vendors.  Based on such review and program the Borrower believes that, to the
best of its information, the "Year 2000 Problem" will not have a Material
Adverse Effect on the Borrower.

                                     ARTICLE VIII

                                     -52-

<PAGE>

                                AFFIRMATIVE COVENANTS

     So long as any Lender shall have any Commitment hereunder, or any Advance
or Loan or other Obligation shall remain unpaid or unsatisfied, unless the
Required Lenders and Conduits waive compliance in writing:

     SECTION 8.1.   FINANCIAL STATEMENTS.  The Borrower shall deliver to the
Agent, in form and detail satisfactory to the Agent and the Required Lenders,
with sufficient copies for each Lender:

          (a)  as soon as available, but not later than 90 days after the end of
     each fiscal year (commencing with the fiscal year ended October 31, 1998),
     a copy of the audited consolidated balance sheet of the Borrower and its
     Subsidiaries as at the end of such year and the related consolidated
     statements of income or operations, shareholders' equity and cash flows for
     such year, setting forth in each case in comparative form the figures for
     the previous fiscal year, and accompanied by the opinion of Arthur Andersen
     LLP or another nationallyrecognized independent public accounting firm
     ("INDEPENDENT AUDITOR") which report shall state that such consolidated
     financial statements present fairly the financial position for the periods
     indicated in conformity with GAAP applied on a basis consistent with prior
     years; it being understood that if the Borrower's annual report filed on
     Form 10K with the SEC contains the information and the report required
     above, delivery of such 10K shall be sufficient for purposes of satisfying
     the foregoing.  Such opinion shall not be qualified or limited because of a
     restricted or limited examination by the Independent Auditor of any
     material portion of the Borrower's or any Subsidiary's records; and

          (b)  as soon as available, but not later than 45 days after the end of
     each of the first three fiscal quarters of each fiscal year (commencing
     with the fiscal quarter ended January 31, 1999), a copy of the unaudited
     consolidated balance sheet of the Borrower and its Subsidiaries as of the
     end of such quarter and the related consolidated statements of income,
     shareholders' equity and cash flows for the period commencing on the first
     day and ending on the last day of such quarter, and certified by a
     Responsible Officer as fairly presenting, in accordance with GAAP (subject
     to ordinary, good faith yearend audit adjustments), the financial position
     and the results of operations of the Borrower and the Subsidiaries; it
     being understood that if the Borrower's quarterly report filed on Form 10Q
     with the SEC contains the information required above, delivery of such 10Q
     shall be sufficient for purposes of satisfying the foregoing.

     SECTION 8.2.   CERTIFICATES, OTHER INFORMATION.  The Borrower shall furnish
to the Agent, with sufficient copies for each Lender:

          (a)  concurrently with the delivery of the financial statements
     referred to in Section 8.1(a) a certificate of the Independent Auditor
     stating that in making the examination necessary therefor no knowledge was
     obtained of any Default or Event of Default, except as specified in such
     certificate;

                                     -53-

<PAGE>

          (b)  concurrently with the delivery of the financial statements
     referred to in Sections 8.1(a) and (b), a Compliance Certificate executed
     by a Responsible Officer;

          (c)  promptly, copies of all financial statements and reports that the
     Borrower sends to its shareholders, and copies of all financial statements
     and regular, periodical or special reports (including Forms 10K, 10Q and
     8K) that the Borrower or any Subsidiary may make to, or file with, the SEC;

          (d)  promptly, such additional information regarding the business,
     financial or corporate affairs of the Borrower or any Subsidiary as the
     Agent or any Lender may from time to time reasonably request.

     SECTION 8.3.   NOTICES.  The Borrower shall promptly notify the Agent and
each Lender:

          (a)  of the occurrence of any Default, Event of Default or Significant
     Event, and of the occurrence or existence of any event or circumstance
     which with the passage of time would become a Default, Event of Default or
     Significant Event;

          (b)  of (i) any breach or nonperformance of, or any default under, any
     Contractual Obligation of the Borrower or any of its Subsidiaries which
     would reasonably be expected to result in a Material Adverse Effect; and
     (ii) any dispute, litigation, investigation, proceeding or suspension which
     may exist at any time between the Borrower or any of its Subsidiaries and
     any Governmental Authority which, if adversely determined, would reasonably
     be expected to have a Material Adverse Effect;

          (c)  of the commencement of, or entry of judgment or disposition of,
     any litigation or proceeding affecting the Borrower or any Subsidiary (i)
     in which the amount of damages claimed is $10,000,000 (or its equivalent in
     another currency or currencies) or more, (ii) in which injunctive or
     similar relief is sought and which, if adversely determined, would
     reasonably be expected to have a Material Adverse Effect, or (iii) in which
     the relief sought is an injunction or other stay of the performance of this
     Agreement or any Loan Document;

          (d)  upon, but in no event later than 15 days after, becoming aware of
     any and all Environmental Claims and other enforcement, cleanup, removal or
     other governmental or regulatory actions instituted, completed or
     threatened against the Borrower or any Subsidiary or any of their
     respective properties pursuant to any applicable Environmental Laws that
     could reasonably be expected to have a Material Adverse Effect;

          (e)  of any other litigation or proceeding affecting the Borrower or
     any of its Subsidiaries which the Borrower would be required to report to
     the SEC pursuant to the Exchange Act, within four days after reporting the
     same to the SEC;

          (f)  of the occurrence of any of the following events affecting the
     Borrower or any ERISA Affiliate (but in no event more than 15 days after
     such event), and deliver to the Agent and each Lender a copy of any notice
     with respect to such event that is filed

                                     -54-

<PAGE>


     with a Governmental Authority and any notice delivered by a Governmental
     Authority to the Borrower or any ERISA Affiliate with respect to such
     event:

               (i)  an ERISA Event which could give rise to a liability of the
     Borrower or an ERISA Affiliate in excess of $500,000;

               (ii) a material increase in the Unfunded Pension Liability of any
     Pension Plan;

              (iii) the adoption of, or the commencement of contributions to,
     any Plan subject to Section 412 of the Code by the Borrower or any ERISA
     Affiliate; or

               (iv) the adoption of any amendment to a Plan subject to Section
     412 of the Code, if such amendment results in a material increase in
     contributions or Unfunded Pension Liability;

          (g)  of any material change in accounting policies or financial
     reporting practices by the Borrower or any of its consolidated
     Subsidiaries;

          (h)  upon the request from time to time of the Agent, the Swap
     Termination Values, together with a description of the method by which such
     amounts were determined, relating to any thenoutstanding Swap Contracts to
     which the Borrower or any of its Subsidiaries is party; and

          (i)  of any change in any rating by any Rating Agency of the long-term
     unsecured indebtedness of the Borrower.

     Each notice under this Section shall be accompanied by a written statement
by a Responsible Officer setting forth details of the occurrence referred to
therein, and stating what action the Borrower or any affected Subsidiary
proposes to take with respect thereto and at what time.  Each notice under
Section 8.3(a) shall describe with particularity any and all clauses or
provisions of this Agreement or other Loan Document that have been (or
foreseeably will be) breached or violated.

     SECTION 8.4.   PRESERVATION OF CORPORATE EXISTENCE, ETC.  Subject to
Section 9.3, the Borrower shall, and shall cause each Subsidiary to:

          (a)  preserve and maintain in full force and effect its corporate
     existence and good standing under the laws of its state or jurisdiction of
     incorporation;

          (b)  preserve and maintain in full force and effect all governmental
     rights, privileges, qualifications, permits, licenses and franchises
     necessary or desirable in the normal conduct of its business, except in
     connection with transactions permitted by Section 9.3 and sales of assets
     permitted by Section 9.2, the nonpreservation of which could reasonably be
     expected to have a Material Adverse Effect;

                                     -55-

<PAGE>

          (c)  use reasonable efforts, in the ordinary course of business, to
     preserve its business organization and goodwill; and

          (d)  preserve or renew all of its registered patents, trademarks,
     trade names and service marks, the nonpreservation of which could
     reasonably be expected to have a Material Adverse Effect.

     SECTION 8.5.   MAINTENANCE OF PROPERTY.  The Borrower shall maintain, and
shall cause each Subsidiary to maintain, and preserve all its property which is
used or useful in its business in good working order and condition, ordinary
wear and tear excepted and make all necessary repairs thereto and renewals and
replacements thereof except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.  The Borrower and each Subsidiary
shall use the standard of care typical in the industry in the operation and
maintenance of its facilities.

     SECTION 8.6.   INSURANCE.  The Borrower shall maintain, and shall cause
each of its Subsidiaries to maintain, with financially sound and reputable
independent insurers, insurance with respect to its properties and business
against loss or damage of the kinds customarily insured against by Persons
engaged in the same or similar business, of such types and in such amounts as
are customarily carried under similar circumstances by such other Persons;
including workers' compensation insurance, public liability and property and
casualty insurance.  Upon request of the Agent or any Lender, the Borrower shall
furnish the Agent, with sufficient copies for each Lender, at reasonable
intervals (but not more than once per calendar year) a certificate of a
Responsible Officer of the Borrower (and, if requested by the Agent, any
insurance broker of the Borrower) setting forth the nature and extent of all
insurance maintained by the Borrower and its Subsidiaries in accordance with
this Section (and which, in the case of a certificate of a broker, were placed
through such broker).

     SECTION 8.7.   PAYMENT OF OBLIGATIONS.  The Borrower shall, and shall cause
each Subsidiary to, pay and discharge as the same shall become due and payable,
all their respective material obligations and material liabilities, including:

          (a)  all tax liabilities, assessments and governmental charges or
     levies upon it or its properties or assets, unless the same are being
     contested in good faith by appropriate proceedings and adequate reserves in
     accordance with GAAP are being maintained by the Borrower or such
     Subsidiary;

          (b)  all lawful claims which, if unpaid, could by law become a Lien
     upon its property unless the same are being contested in good faith by
     appropriate proceedings and adequate reserves in accordance with GAAP are
     being maintained by the Borrower or such Subsidiary; and

          (c)  all indebtedness, as and when due and payable, but subject to any
     subordination provisions contained in any instrument or agreement
     evidencing such Indebtedness.

                                     -56-

<PAGE>

     SECTION 8.8.   COMPLIANCE WITH LAWS.  The Borrower shall comply, and shall
cause each Subsidiary to comply, in all material respects with all Requirements
of Law of any Governmental Authority having jurisdiction over it or its business
(including the Federal Fair Labor Standards Act), except such as may be
contested in good faith or as to which a bona fide dispute may exist.

     SECTION 8.9.   COMPLIANCE WITH ERISA.  The Borrower shall, and shall cause
each of its ERISA Affiliates to: (a) maintain each Plan in compliance in all
material respects with the applicable provisions of ERISA, the Code and other
federal or state law; (b) cause each Plan which is qualified under Section
401(a) of the Code to maintain such qualification; and (c) make all required
contributions to any Plan subject to Section 412 of the Code.

     SECTION 8.10.  INSPECTION OF PROPERTY AND BOOKS AND RECORDS.  The Borrower
shall maintain and shall cause each Subsidiary to maintain proper books of
record and account, in which full, true and correct entries in conformity with
GAAP consistently applied shall be made of all financial transactions and
matters involving the assets and business of the Borrower and such Subsidiary;
PROVIDED, HOWEVER, that the books of record and account for any newly acquired
Subsidiary organized under a jurisdiction outside of the United States, its
possessions and territories shall not be required to be kept in accordance with
GAAP until 12 months after the Acquisition of such Subsidiary by the Borrower.
Subject to the requirements set forth in Section 13.9, the Borrower shall
permit, and shall cause each Subsidiary to permit, representatives and
independent contractors of the Agent or any Lender to visit and inspect any of
their respective properties, to examine their respective corporate, financial
and operating records, and make copies thereof or abstracts therefrom, and to
discuss their respective affairs, finances and accounts with their respective
officers, and independent public accountants, all at the expense of the Borrower
and at such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to the Borrower; PROVIDED,
HOWEVER, when an Event of Default exists the Agent or any Lender (A) may do any
of the foregoing at the expense of the Borrower at any time during normal
business hours and without advance notice and (B) may directly contact
directors.

     SECTION 8.11.  ENVIRONMENTAL LAWS.  (a) The Borrower shall, and shall cause
each Subsidiary to, conduct its operations and keep and maintain its property in
compliance with all Environmental Laws, except to the extent that the aggregate
of all such instances of noncompliance could not, individually or in the
aggregate, result in liability in excess of $5,000,000.

     (b)  Upon the written request of the Agent or any Lender, the Borrower
shall submit and cause each of its Subsidiaries to submit, to the Agent with
sufficient copies for each Lender, at the Borrower's sole cost and expense, at
reasonable intervals, a report providing an update of the status of any
environmental, health or safety compliance, hazard or liability issue identified
in any notice or report required pursuant to Section 8.3(d), that could,
individually or in the aggregate, result in liability in excess of $5,000,000.

     SECTION 8.12.  USE OF PROCEEDS.  The Borrower shall use the proceeds of the
Loans and Advances for corporate purposes not in contravention of any Loan
Document.

                                     -57-

<PAGE>

     SECTION 8.13.  FURTHER ASSURANCES.  The Borrower shall ensure that all
written information, exhibits and reports furnished to the Agent or the Lenders
do not and will not contain any untrue statement of a material fact and do not
and will not omit to state any material fact or any fact necessary to make the
statements contained therein not misleading in light of the circumstances in
which made, and will promptly disclose to the Agent and the Lenders and correct
any defect or error that may be discovered therein or in any Loan Document or in
the execution, acknowledgement or recordation thereof.

     SECTION 8.14.  YEAR 2000 COMPATIBILITY.  Statements of financial
performance and compliance certificates required to be provided by the Borrower
and/or its Subsidiaries to the Agent herein shall:  (i) include a statement that
the Year 2000 remediation efforts of the Borrower and its Subsidiaries are
proceeding as scheduled and; (ii) indicate whether an auditor, regulator, or
third party consultant has issued a management letter or other communication
regarding the Year 2000 exposure, program or progress of the Borrower and/or its
Subsidiaries.

                                      ARTICLE IX

                                  NEGATIVE COVENANTS

     So long as any Lender shall have any Commitment hereunder, or any Advance
or Loan or other Obligation shall remain unpaid or unsatisfied, unless the
Required Lenders waive compliance in writing:

     SECTION 9.1.   LIMITATION ON LIENS.  The Borrower shall not, and shall not
suffer or permit any Subsidiary to, directly or indirectly, make, create, incur,
assume or suffer to exist any Lien upon or with respect to any part of its
property, whether now owned or hereafter acquired, other than the following
("PERMITTED LIENS"):

          (a)  any Lien existing on property of the Borrower or any Subsidiary
     on the Closing Date and set forth in Schedule 9.1 securing Indebtedness
     outstanding on such date including any continuations thereof, or concurrent
     replacements or substitutions therefor (or in the case of filings which
     inadvertently lapsed, nonconcurrent refilings), in respect of such
     Indebtedness or Indebtedness incurred to refinance such Indebtedness (which
     Lien shall not extend to categories, types, classes or items of collateral
     not previously serving as collateral for such Indebtedness or the
     Indebtedness so refinanced);

          (b)  Liens for taxes, fees, assessments or other governmental charges
     which are not delinquent or remain payable without penalty, or to the
     extent that nonpayment thereof is permitted by Section 8.7 PROVIDED that no
     notice of lien has been filed or recorded under the Code;

          (c)  carriers', warehousemen's, mechanics', landlords', materialmen's,
     repairmen's or other similar Liens arising in the ordinary course of
     business which are not delinquent or remain payable without penalty or
     which are being contested in good faith and by appropriate proceedings,
     which proceedings have the effect of preventing the

                                     -58-

<PAGE>


     forfeiture or sale of the property subject thereto;

          (d)  Liens (other than any Lien imposed by ERISA) consisting of
     pledges or deposits required in the ordinary course of business in
     connection with workers' compensation, unemployment insurance and other
     social security legislation;

          (e)  Liens on the property of the Borrower or its Subsidiary securing
     (i) the nondelinquent performance of bids, trade contracts (other than for
     borrowed money), leases, statutory obligations, (ii) contingent obligations
     on surety and appeal bonds, and (iii) other nondelinquent obligations of a
     like nature; in each case, incurred in the ordinary course of business,
     PROVIDED all such Liens in the aggregate would not (even if enforced) cause
     a Material Adverse Effect;

          (f)  Liens consisting of judgment or judicial attachment liens;

          (g)  easements, rights-of-way, restrictions and other similar
     encumbrances incurred in the ordinary course of business which, in the
     aggregate, are not substantial in amount, and which do not in any case
     materially detract from the value of the property subject thereto or
     interfere with the ordinary conduct of the businesses of the Borrower and
     its Subsidiaries;

          (h)  Liens arising solely by virtue of any statutory or common law
     provision relating to bankers' liens, rights of setoff or similar rights
     and remedies as to deposit accounts or other funds maintained with a
     creditor depository institution; PROVIDED that (i) such deposit account is
     not a dedicated cash collateral account and is not subject to restrictions
     against access by the Borrower in excess of those set forth by regulations
     promulgated by the FRB, and (ii) such deposit account is not intended by
     the Borrower or any Subsidiary to provide collateral to the depository
     institution;

          (i)  purchase money security interests on any property acquired or
     held by the Borrower or its Subsidiaries, securing Indebtedness incurred or
     assumed for the purpose of financing all or any part of the cost of
     acquiring such property; PROVIDED that (i) any such Lien attaches to such
     property concurrently with or within 20 days after the acquisition thereof,
     (ii) such Lien attaches solely to the property so acquired in such
     transaction, and (iii) the principal amount of the Indebtedness secured
     thereby does not exceed 100% of the cost of such property;

          (j)  Liens securing obligations in respect of capital leases on assets
     subject to such leases, PROVIDED that such capital leases are otherwise
     permitted hereunder;

          (k)  Liens securing obligations in respect of the Equity Swap,
     PROVIDED, that the aggregate fair market value of all property subject to
     such Liens does not exceed $35,000,000; and

          (l)  other Liens not of the type described in the foregoing clauses
     (a) through (j); PROVIDED, that (i) both before and after giving effect to
     the creation of such Lien no

                                     -59-

<PAGE>

     Default or Event of Default shall have occurred and be continuing and
     (ii) the aggregate amount of Indebtedness and/or other liabilities
     secured by such Liens shall at no time exceed $25,000,000.

     SECTION 9.2.   DISPOSITION OF ASSETS.  The Borrower shall not, and shall
not suffer or permit any Subsidiary to, directly or indirectly, sell, assign,
lease, convey, transfer or otherwise dispose of (whether in one or a series of
transactions) any property (including accounts and notes receivable, with or
without recourse) or enter into any agreement to do any of the foregoing,
except:

          (a)  dispositions of inventory, or used, wornout or surplus equipment,
     all in the ordinary course of business;

          (b)  the sale of equipment to the extent that such equipment is
     exchanged for credit against the purchase price of similar replacement
     equipment, or the proceeds of such sale are reasonably promptly applied to
     the purchase price of such replacement equipment;

          (c)  dispositions of equipment by the Borrower or any Subsidiary to
     the Borrower or any Subsidiary pursuant to reasonable business
     requirements;

          (d)  sales of financial assets by the Borrower or any Subsidiary in a
     transaction that constitutes the sale of such assets under applicable
     accounting rules; and

          (e)  dispositions not otherwise permitted hereunder which are made for
     fair market value; PROVIDED, that (i) at the time of any disposition, no
     Default or Event of Default shall exist or shall result from each such
     disposition, (ii) the aggregate value of all assets so sold by the Borrower
     and its Subsidiaries, together, shall not exceed in any fiscal year 20.0%
     of Net Worth as of the last day of the most recent fiscal period for which
     financial statements have been delivered pursuant to Section 8.1(a) or (b),
     as the case may be.

     SECTION 9.3.   CONSOLIDATIONS AND MERGERS.  The Borrower shall not, and
shall not suffer or permit any Subsidiary to, merge, consolidate with or into,
or convey, transfer, lease or otherwise dispose of (whether in one transaction
or in a series of transactions) all or substantially all of its assets (whether
now owned or hereafter acquired) to or in favor of any Person, except:

          (a)  the Borrower may merge with any Person; PROVIDED that (i) the
     Borrower shall be the continuing or surviving corporation, (ii) both before
     and after giving effect to the consummation of such merger no Default or
     Event of Default shall have occurred and be continuing and (iii) if such
     merger had been consummated on the last day of the most recent fiscal
     period for which financial statements have been delivered pursuant to
     Section 8.1(a) or (b), as the case may be, no Default or Event of Default
     would have occurred as a result thereof;

          (b)  any Subsidiary may merge with the Borrower, PROVIDED that the
     Borrower

                                     -60-

<PAGE>

     shall be the continuing or surviving corporation, or with any one
     or more Subsidiaries, PROVIDED that if any transaction shall be between a
     Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall
     be the continuing or surviving corporation;

          (c)  any Subsidiary may sell all or substantially all of its assets
     (upon voluntary liquidation or otherwise), to the Borrower or another
     WhollyOwned Subsidiary; and

          (d)  the merger of any Subsidiary with any Person in connection with a
     disposition of assets permitted by Section 9.2(d).

     SECTION 9.4.   LOANS AND INVESTMENTS.  The Borrower shall not purchase or
acquire, or suffer or permit any Subsidiary to purchase or acquire, or make any
commitment therefor, any capital stock, equity interest, or any obligations or
other securities of, or any interest in, any Person, or make or commit to make
any Acquisitions, or make or commit to make any advance, loan, extension of
credit or contribution to or any other investment in, any Person including any
Affiliate of the Borrower (together, "INVESTMENTS"), except for:

          (a)  Investments held by the Borrower or Subsidiary in the form of
     cash equivalents;

          (b)  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;

          (c)  extensions of credit by the Borrower to any of its Subsidiaries
     or by any of its Subsidiaries to another of its Subsidiaries;

          (d)  Investments incurred in order to consummate Acquisitions, and
     Investments in other Persons which do not constitute Acquisitions
     ("MINORITY INVESTMENTS") not otherwise prohibited herein (other than the
     allowance for Investments in Joint Ventures under Section 9.4(e) which
     shall be in addition hereto), PROVIDED that (i) both before and after
     giving effect to the consummation of such Acquisition or the making of such
     Minority Investment no Default or Event of Default shall have occurred and
     be continuing, (ii) any such Acquisitions and Minority Investments are
     undertaken in accordance with all applicable Requirements of Law; (iii) the
     prior, effective written consent or approval to any such Acquisition of the
     board of directors or equivalent governing body of the acquired Person is
     obtained, (iv) the Company that is the subject or whose assets are the
     subject of such Acquisition shall be in a line of business substantially
     similar to a line of business of the Borrower and its Subsidiaries and
     (v) if such Investment had been consummated on the last day of the most
     recent fiscal period for which financial statements have been delivered
     pursuant to Section 8.1(a) or (b), as the case may be, no Default or Event
     of Default would have occurred as a result thereof;

          (e)  Investments in Joint Ventures;

                                     -61-

<PAGE>

          (f)  investments constituting Permitted Swap Obligations or payments
     or advances under Swap Contracts relating to Permitted Swap Obligations;

          (g)  Investments listed on part (b) of Schedule 7.16; and

          (h)  Investments in Wholly-Owned Subsidiaries.

     SECTION 9.5.   LIMITATION ON INDEBTEDNESS.  The Borrower shall not, and
shall not suffer or permit any Subsidiary to, create, incur, assume, suffer to
exist, or otherwise become or remain directly or indirectly liable with respect
to, any Indebtedness, except:

          (a)  Indebtedness incurred pursuant to this Agreement;

          (b)  Indebtedness consisting of Contingent Obligations permitted
     pursuant to Section 9.8;

          (c)  Indebtedness existing on the Closing Date and set forth in
     Schedule 9.5;

          (d)  other Indebtedness not of the type described in the foregoing
     clauses (a) through (c);

PROVIDED, that in the case of Indebtedness of the type described in the
foregoing clause (d), (i) both before and after giving effect to the incurrence
of such Indebtedness no Default or Event of Default shall have occurred and be
continuing and (ii) if such Indebtedness were incurred on the last day of the
most recent fiscal period for which financial statements have been delivered
pursuant to Section 8.1(a) or (b), as the case may be, no Default or Event of
Default would have occurred as a result thereof, PROVIDED FURTHER, that the
aggregate principal amount of Indebtedness of Subsidiaries arising under the
foregoing clause (d) shall at no time exceed $25,000,000.

     SECTION 9.6.   TRANSACTIONS WITH AFFILIATES.  The Borrower shall not, and
shall not suffer or permit any Subsidiary to, enter into any transaction with
any Affiliate of the Borrower, except upon fair and reasonable terms no less
favorable to the Borrower or such Subsidiary than would be obtainable in a
comparable arm's-length transaction with a Person not an Affiliate of the
Borrower or such Subsidiary.

     SECTION 9.7.   USE OF PROCEEDS.  The Borrower shall not, and shall not
suffer or permit any Subsidiary to, use any portion of any Loan or Advance
proceeds, directly or indirectly, (i) to purchase or carry Margin Stock, (ii) to
repay or otherwise refinance indebtedness of the Borrower or others incurred to
purchase or carry Margin Stock, (iii) to extend credit for the purpose of
purchasing or carrying any Margin Stock, or (iv) to acquire any security in any
transaction that is subject to Section 13 or 14 of the Exchange Act.

     SECTION 9.8.   CONTINGENT OBLIGATIONS.  The Borrower shall not, and shall
not suffer or permit any Subsidiary to, create, incur, assume or suffer to exist
any Contingent Obligations except:

                                     -62-

<PAGE>

          (a)  endorsements for collection or deposit in the ordinary course of
     business;

          (b)  Surety Instruments issued for the account of the Borrower or any
     of its Subsidiaries in the ordinary course of business;

          (c)  Permitted Swap Obligations;

          (d)  Contingent Obligations of the Borrower and its Subsidiaries
     existing as of the Closing Date and listed in Schedule 9.8; and

          (e)  other Contingent Obligations; PROVIDED that at the time such
     Contingent Obligations are incurred, the Borrower and its Subsidiaries
     would be permitted pursuant to Section 9.5 to incur Indebtedness in an
     aggregate principal amount equal to the amount of such Contingent
     Obligations (as determined in accordance with the definition of Contingent
     Obligation).

     SECTION 9.9.   LEASE OBLIGATIONS.  The Borrower shall not, and shall not
suffer or permit any Subsidiary to, create or suffer to exist any obligations
for the payment of rent for any property under lease or agreement to lease,
except for:

          (a)  leases of the Borrower and of Subsidiaries in existence on the
     Closing Date and any renewal, extension or refinancing thereof;

          (b)  operating leases entered into by the Borrower or any Subsidiary
     after the Closing Date in the ordinary course of business; and

          (c)  capital leases other than those permitted under clause (a) of
     this Section, entered into by the Borrower or any Subsidiary after the
     Closing Date to finance the acquisition of equipment; PROVIDED that the
     Indebtedness arising from such capital leases is not otherwise prohibited
     hereunder.

     SECTION 9.10.  RESTRICTED PAYMENTS.  The Borrower shall not, and shall not
suffer or permit any Subsidiary to, declare or make any dividend payment or
other distribution of assets, properties, cash, rights, obligations or
securities on account of any shares of any class of its capital stock, or
purchase, redeem or otherwise acquire for value any shares of its capital stock
or any warrants, rights or options to acquire such shares, now or hereafter
outstanding or following consummation of any Acquisition make any "earn-out"
payment of assets, properties, cash, rights, obligations or securities in
connection with such Acquisition; except that the Borrower and any Wholly-Owned
Subsidiary may:

          (a)  declare and make dividend payments or other distributions payable
     solely in its common stock;

          (b)  purchase, redeem or otherwise acquire shares of its common stock
     or warrants or options to acquire any such shares with the proceeds
     received from the substantially concurrent issue of new shares of its
     common stock; and

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          (c)  declare or pay cash dividends to its stockholders, purchase,
     redeem or otherwise acquire shares of its capital stock or warrants, rights
     or options to acquire any such shares for cash and make "earn-out" payments
     in connection with Acquisitions; PROVIDED that (i) both before and after
     giving effect thereto no Default or Event of Default shall have occurred
     and be continuing and (ii) if such declaration, payment, purchase,
     redemption or other acquisition were made on the last day of the most
     recent fiscal period for which financial statements have been delivered
     pursuant to Section 8.1(a) or (b), as the case may be, no Default or Event
     of Default would have occurred as a result thereof.

     SECTION 9.11.  ERISA.  The Borrower shall not, and shall not suffer or
permit any of its ERISA Affiliates to:  (a) engage in a prohibited transaction
or violation of the fiduciary responsibility rules with respect to any Plan
which has resulted or could reasonably be expected to result in liability of the
Borrower in an aggregate amount in excess of $5,000,000; or (b) engage in a
transaction that could be subject to Section 4069 or 4212(c) of ERISA.

     SECTION 9.12.  CHANGE IN BUSINESS.  The Borrower shall not, and shall not
suffer or permit any Subsidiary to, engage in any material line of business
substantially different from those lines of business carried on by the Borrower
and its Subsidiaries on the date hereof.

     SECTION 9.13.  ACCOUNTING CHANGES. The Borrower shall not, and shall not
suffer or permit any Subsidiary to, make any significant change in accounting
treatment or reporting practices, except for changes in accounting treatment or
reporting practices (a) required by GAAP and (b) of newly acquired businesses
which are made to bring such businesses into conformity with the Borrower's
accounting treatment or reporting practices; the Borrower shall not change the
fiscal year of the Borrower or of any Subsidiary.

     SECTION 9.14.  NEGATIVE PLEDGES, RESTRICTIVE AGREEMENTS, ETC.  The Borrower
will not, and will not permit any of its Subsidiaries to, enter into any
agreement (excluding this Agreement and any other Loan Document) prohibiting:

          (a)  the creation or assumption of any Lien upon its properties,
     revenues or assets, whether now owned or hereafter acquired, other than
     upon any properties or assets subject to Liens described in Sections 9.1(i)
     and (j) and entered into as part of the financing secured by such Liens; or

          (b)  the ability of any Subsidiary of the Borrower to make any
     payments, directly or indirectly, to the Borrower by way of dividends,
     advances, repayments of loans or advances, reimbursements of management and
     other intercompany charges, expenses and accruals or other returns on
     investments, or any other agreement or arrangement which restricts the
     ability of any such Subsidiary to make any payment, directly or indirectly,
     to the Borrower, except on the ability of any special purpose Subsidiary
     created solely to effect a sale of financial assets entered into as part of
     such sale.

     SECTION 9.15.  ABILITY TO AMEND; RESTRICTIVE AGREEMENTS.  The Borrower will
not, and will not permit any of its Subsidiaries to, enter into, or accept
obligations under, any agreement (a) prohibiting (including subjecting to any
condition) the ability of the Borrower, or any of its

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Subsidiaries to amend, supplement or otherwise modify this Agreement or any
other Loan Document or (b) containing any provision that would contravene any
provision of this Agreement or any other Loan Document.

                                      ARTICLE X

                                   FINANCIAL TESTS

     So long as any Lender shall have any Commitment hereunder, or any Advance
or Loan or other Obligation shall remain unpaid or unsatisfied, unless the
Required Lenders and Conduits waive compliance in writing:

     SECTION  10.1. NET WORTH.  The Borrower shall not permit at any time Net
Worth to be less than the sum of (a) $600,607,200 (80% of Net Worth as of
October 31, 1997), PLUS (b) for each fiscal year, commencing with the fiscal
year ending October 31, 1998, 50% of positive net income for such fiscal year,
PLUS (c) with respect to the issuance or sale of capital stock of the Borrower
or the conversion of Indebtedness of the Borrower into equity of the Borrower,
in each case occurring after the date hereof, 50% of the aggregate Net Issuance
Proceeds received by the Borrower from such issuance or sale of capital stock
plus 50% of the principal amount of any Indebtedness so converted if such
issuance, sale or conversion occurs at a time when the Borrower shall have no
Rating or at a time when the Borrower's Rating is lower than BBB- and Baa3,
respectively; such covenant to be calculated as of the end of each fiscal
quarter.

     SECTION 10.2.  FUNDED DEBT TO EBITDA RATIO. The Borrower shall not permit,
as of the end of any fiscal quarter, the ratio of (a) the aggregate principal
amount of Funded Debt of the Borrower and its Subsidiaries to (b) EBITDA for the
four consecutive fiscal quarters then ending, to exceed 3.0:1.

     SECTION  10.3. EBITDA TO INTEREST EXPENSE RATIO. The Borrower shall not
permit for any period consisting of four consecutive fiscal quarters then ending
the ratio of EBITDA for such period to Interest Expense for such period to be
less than 4.0:1.

                                      ARTICLE XI

                                  EVENTS OF DEFAULT

     SECTION 11.1.  EVENT OF DEFAULT. Any of the following shall constitute an
"Event of Default":

          (a)  NON-PAYMENT.  The Borrower fails to make any payment of principal
     when due or to make, within 5 days after the same becomes due, payment of
     any interest, fee or any other amount payable hereunder or under any other
     Loan Document; or

          (b)  REPRESENTATION OR WARRANTY.  Any representation or warranty by
     the Borrower or any Subsidiary made herein or deemed remade, in any other
     Loan Document,

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<PAGE>

     or which is contained in any certificate, document or financial
     or other statement by the Borrower, any Subsidiary, or any Responsible
     Officer, furnished at any time under this Agreement, or in or under
     any other Loan Document, is incorrect in any material respect on or
     as of the date made herein or deemed remade; or

          (c)  SPECIFIC DEFAULTS.  The Borrower fails to perform or observe any
     term, covenant or agreement contained in any of Section 8.9, 8.10 or 8.12
     or in Article IX or Article X;

          (d)  OTHER DEFAULTS.  The Borrower or any Subsidiary party thereto
     fails to perform or observe any other covenant or material term contained
     in this Agreement or any other Loan Document, and such default shall
     continue unremedied for a period of 20 days after the earlier of (i) the
     date upon which a Responsible Officer knew or reasonably should have known
     of such failure or (ii) the date upon which written notice thereof is given
     to the Borrower by the Agent or any Lender; or

          (e)  CROSS-DEFAULT.  (i) The Borrower or any Subsidiary:

          (A)  fails to make any payment in respect of any Indebtedness or
     Contingent Obligation (other than in respect of Swap Contracts), having an
     aggregate principal amount (including undrawn committed or available
     amounts and including amounts owing to all creditors under any combined or
     syndicated credit arrangement) of more than $ 10,000,000 when due (whether
     by scheduled maturity, required prepayment, acceleration, demand, or
     otherwise) and such failure continues after the applicable grace or notice
     period, if any, specified in the relevant document on the date of such
     failure; or

          (B)  fails to perform or observe any other condition or covenant, or
     any other event shall occur or condition exist, under any agreement or
     instrument relating to any such Indebtedness or Contingent Obligation, and
     such failure continues after the applicable grace or notice period, if any,
     specified in the relevant document on the date of such failure if the
     effect of such failure, event or condition is to cause, or to permit the
     holder or holders of such Indebtedness or beneficiary or beneficiaries of
     such Indebtedness (or a trustee or agent on behalf of such holder or
     holders or beneficiary or beneficiaries) to cause such Indebtedness to be
     declared to be due and payable prior to its stated maturity, or such
     Contingent Obligation to become payable or cash collateral in respect
     thereof to be demanded; or

          (ii) there occurs under any Swap Contract an Early Termination Date
     (as defined in such Swap Contract) resulting from (1) any event of default
     under such Swap Contract as to which the Borrower or any Subsidiary is the
     Defaulting Party (as defined in such Swap Contract) or (2) any Termination
     Event (as so defined) as to which the Borrower or any Subsidiary is an
     Affected Party (as so defined), and, in either event, the Swap Termination
     Value owed by the Borrower or such Subsidiary as a result thereof is
     greater than $10,000,000; or

                                     -66-

<PAGE>

          (f)  INSOLVENCY; VOLUNTARY PROCEEDINGS.  The Borrower or any
     Subsidiary (i) ceases or fails to be solvent, or generally fails to pay, or
     admits in writing its inability to pay, its debts as they become due,
     subject to applicable grace periods, if any, whether at stated maturity or
     otherwise; (ii) voluntarily ceases to conduct its business in the ordinary
     course; (iii) commences any Insolvency Proceeding with respect to itself;
     or (iv) takes any action to effectuate or authorize any of the foregoing;
     or

          (g)  INVOLUNTARY PROCEEDINGS.  (i) Any involuntary Insolvency
     Proceeding is commenced or filed against the Borrower or any Subsidiary,
     or any writ, judgment, warrant of attachment, execution or similar
     process, is issued or levied against a material part of the Borrower's
     or any Subsidiary's properties, and any such proceeding or petition
     shall not be dismissed, or such writ, judgment, warrant of attachment,
     execution or similar process shall not be released, vacated or fully
     bonded within 60 days after commencement, filing or levy; (ii) the
     Borrower or any Subsidiary admits the material allegations of a petition
     against it in any Insolvency Proceeding, or an order for relief (or
     similar order under non-U.S. law) is ordered in any Insolvency
     Proceeding; or (iii) the Borrower or any Subsidiary acquiesces in the
     appointment of a receiver, trustee, custodian, conservator, liquidator,
     mortgagee in possession (or agent therefor), or other similar Person for
     itself or a material portion of its property or business; or

          (h)  ERISA.  (i) An ERISA Event shall occur with respect to a Pension
     Plan or Multiemployer Plan which has resulted or could reasonably be
     expected to result in liability of the Borrower under Title IV of ERISA to
     the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in
     excess of $5,000,000; or (ii) the aggregate amount of Unfunded Pension
     Liability among all Pension Plans at any time exceeds $5,000,000; or
     (iii) the Borrower or any ERISA Affiliate shall fail to pay when due, after
     the expiration of any applicable grace period, any installment payment with
     respect to its withdrawal liability under Section 4201 of ERISA under a
     Multiemployer Plan in an aggregate amount in excess of $5,000,000; or

          (i)  MONETARY JUDGMENTS.  One or more non-interlocutory judgments,
     non-interlocutory orders, decrees or arbitration awards is entered against
     the Borrower or any Subsidiary involving in the aggregate a liability (to
     the extent not covered by independent third party insurance as to which the
     insurer does not dispute coverage) as to any single or related series of
     transactions, incidents or conditions, of $10,000,000 or more, and the same
     shall remain unsatisfied, unvacated and unstayed pending appeal for a
     period of 20 days after the entry thereof; or

          (j)  NON-MONETARY JUDGMENTS.  Any non-monetary noninterlocutory
     judgment, order or decree is entered against the Borrower or any Subsidiary
     which does or would reasonably be expected to have a Material Adverse
     Effect, and there shall be any period of 20 consecutive days during which a
     stay of enforcement of such judgment or order, by reason of a pending
     appeal or otherwise, shall not be in effect; or

          (k)  CHANGE OF CONTROL.  There occurs any Change of Control.

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     SECTION 11.2.  REMEDIES.  If any Event of Default occurs, the Agent shall,
at the request of, or may, with the consent of, the Required Lenders,

          (a)  declare the commitment of each Lender to make Committed Loans to
     be terminated, whereupon such commitments and obligation shall be
     terminated;

          (b)  declare the unpaid principal amount of all outstanding Loans, all
     interest accrued and unpaid thereon, and all other amounts owing or payable
     hereunder or under any other Loan Document to be immediately due and
     payable, without presentment, demand, protest or other notice of any kind,
     all of which are hereby expressly waived by the Borrower; and

          (c)  exercise on behalf of itself and the Lenders all rights and
     remedies available to it and the Lenders under the Loan Documents or
     applicable law;

PROVIDED, HOWEVER, that upon the occurrence of any event specified in clause (f)
or (g) of Section 11.1 with respect to the Borrower (in the case of clause
(g)(i) upon the expiration of the 60-day period mentioned therein), (i) the
obligation of each Lender to make Committed Loans shall automatically terminate
and the unpaid principal amount of all outstanding Loans and all interest and
other amounts as aforesaid shall automatically become due and payable without
further act of the Agent or any Lender.  Nothing in this Section 11.2 limits the
obligations (including those in Section 3.1) of each Committed Lender to any
Conduit.

     SECTION 11.3.  RIGHTS NOT EXCLUSIVE.  The rights provided for in this
Agreement and the other Loan Documents are cumulative and are not exclusive of
any other rights, powers, privileges or remedies provided by law or in equity,
or under any other instrument, document or agreement now existing or hereafter
arising.

     SECTION 11.4.  ALLOCATIONS AND DISTRIBUTIONS.  On each day during the
continuance of an Event of Default described in Sections 11.(a), (f) or (g) that
a payment is received hereunder, such payment shall be allocated and distributed
as follows:

          (i)  FIRST, to the payment of any outstanding reasonable costs and
     expenses incurred by the Agent in protecting, preserving or enforcing
     rights, or otherwise performing its role, under the Loan Documents (such
     funds to be retained by the Agent for its own account unless it has
     previously been reimbursed for such costs and expenses by the Committed
     Lenders, in which event such amounts shall be remitted to the Committed
     Lenders to reimburse them for payments theretofore made to the Agent);

          (ii) SECOND, to the Conduits, the Liquidity Providers and Enhancer
     (PRO RATA based on the Matured Value of the Conduits Investments in all
     outstanding Advances, the principal amount of all outstanding Loans owed to
     the Liquidity Providers and the outstanding principal amount of Committed
     Loans owed to the Enhancer) until all such Advances and Loans and interest
     thereon owned to the Conduits, Liquidity Providers and Enhancer has been
     paid in full;

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<PAGE>

          (iii)     THIRD, to the Enhancer in payment of principal and interest
     owed on Transfer Loans until such amounts have been paid in full;

          (iv) FOURTH, to the Lenders until all other amounts owed to the
     Lenders by the Borrower in connection with the Loan Documents have been
     paid in full; and

          (v)  FIFTH, to the Agent until all other amounts owed to the Agent by
     the Borrower in connection with the Loan Documents have been paid in full.

                                     ARTICLE XII

                                      THE AGENT

     SECTION 12.1.  APPOINTMENT AND AUTHORIZATION:  "AGENT".  Each Lender hereby
irrevocably (subject to Section 12.9) appoints, designates and authorizes the
Agent to take such action on its behalf under the provisions of this Agreement
and each other Loan Document and to exercise such powers and perform such duties
as are expressly delegated to it by the terms of this Agreement or any other
Loan Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the Agent
have or be deemed to have any fiduciary relationship with any Lender, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Agent.  Without limiting the generality of the
foregoing sentence, the use of the term "agent" in this Agreement with reference
to the Agent is not intended to connote any fiduciary or other implied (or
express) obligations arising under agency doctrine of any applicable 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.

     SECTION 12.2.  DELEGATION OF DUTIES.     The Agent may execute any of
its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties.  The Agent shall
not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects with reasonable care.

     SECTION 12.3.  LIABILITY OF AGENT.  None of the Agent-Related Persons shall
(i) be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct), or (ii) be responsible in any manner to any of the Lenders for any
recital, statement, representation or warranty made by the Borrower or any
Subsidiary or Affiliate of the Borrower, or any officer thereof, contained in
this Agreement or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Agent under or in connection with, this Agreement or any other Loan Document, or
the validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document, or for any failure of the Borrower or any
other

                                     -69-

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party to any Loan Document to perform its obligations hereunder or
thereunder.  No Agent-Related Person shall be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any
of the agreements contained in, or conditions of, this Agreement or any other
Loan Document, or to inspect the properties, books or records of the Borrower
or any of the Borrower's Subsidiaries or Affiliates.

     SECTION  12.4. RELIANCE BY AGENT.  The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone
message, statement or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons, and upon advice and statements of legal counsel (including counsel
to the Borrower), independent accountants and other experts selected by the
Agent.  The Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action.
The Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement or any other Loan Document in accordance with a
request or consent of the Required Lenders and such request and any action taken
or failure to act pursuant thereto shall be binding upon all of the Lenders.

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

     SECTION  12.5. NOTICE OF DEFAULT. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default, except
with respect to defaults in the payment of principal, interest and fees required
to be paid to the Agent for the account of the Lenders, as applicable, unless
the Agent shall have received written notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default".  The Agent will notify the
Lenders of its receipt of any such notice.  The Agent shall take such action
with respect to such Default or Event of Default as may be requested by the
Required Lenders in accordance with Article XI; PROVIDED, HOWEVER, that unless
and until the Agent has received any such request, the Agent may (but shall not
be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable or in the
best interest of the Lenders.

     SECTION 12.6.  CREDIT DECISION.  Each Lender acknowledges that none of
the Agent-Related Persons has made any representation or warranty to it, and
that no act by the Agent hereinafter taken, including any review of the
affairs of the Borrower and its Subsidiaries, shall be deemed to constitute
any representation or warranty by any Agent-Related Person to any Lender. 
Each Lender represents to the Agent that it has, independently and without
reliance upon any Agent Related Person and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property,

                                     -70-

<PAGE>

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

     SECTION  12.7. INDEMNIFICATION OF AGENT.  Whether or not the
transactions contemplated hereby are consummated, the Committed Lenders shall
indemnify upon demand the Agent-Related Persons (to the extent not reimbursed
by or on behalf of the Borrower and without limiting the obligation of the
Borrower to do so), PRO RATA, from and against any and all Indemnified
Liabilities; PROVIDED, HOWEVER, that no Committed Lender shall be liable for
the payment to the Agent-Related Persons of any portion of such Indemnified
Liabilities resulting from such Person's gross negligence or willful
misconduct.  Without limitation of the foregoing, each Committed Lender shall
reimburse the Agent upon demand for its ratable share of any reasonable costs
or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any
document contemplated by or referred to herein, to the extent that the Agent
is not reimbursed for such expenses by or on behalf of the Borrower.  The
undertaking in this Section shall survive the payment of all Obligations
hereunder and the resignation or replacement of the Agent.

     SECTION 12.8.  AGENT IN INDIVIDUAL CAPACITY.  ABN AMRO and its Affiliates
may make loans to accept deposits from, acquire equity interests in and
generally engage in any kind of banking, financial advisory, underwriting or
other business with the Borrower and its Subsidiaries and Affiliates as though
ABN AMRO were not the Agent hereunder and without notice to or consent of the
Lenders.  The Lenders acknowledge that, pursuant to such activities, ABN AMRO 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 Subsidiary) and acknowledge that the Agent shall
be under no obligation to provide such information to them.  With respect to its
Loans, ABN AMRO shall have the same rights and powers under this Agreement as
any other Lender and may exercise the same as though it were not the Agent, and
the terms "Lender" and "Lenders" include ABN AMRO in its individual capacity.

     SECTION 12.9.  SUCCESSOR AGENT.  The Agent may, and at the request of the
Required Lenders shall, resign as Agent upon 30 days' notice to the Lenders.  If
the Agent resigns under

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this Agreement, the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders, with the prior consent of the Borrower
(which consent shall not be unreasonably withheld).  If no successor agent is
appointed prior to the effective date of the resignation of the Agent, the
Agent may appoint, after consulting with the Lenders and with the prior
consent of the Borrower (which consent shall not be unreasonably withheld), a
successor agent from among the Lenders.  Upon the acceptance of its
appointment as successor agent hereunder, such successor agent shall succeed
to all the rights, powers and duties of the retiring Agent and the term
"AGENT" shall mean such successor agent and the retiring Agents appointment,
powers and duties as Agent shall be terminated.  After any retiring Agent's
resignation hereunder as Agent, the provisions of this Article XII and
Sections 13.4 and 13.5 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent under this Agreement. 

     SECTION 12.10. WITHHOLDING TAX.  (a)    If any Lender is a "foreign
corporation, partnership or trust" within the meaning of the Code and such
Lender claims exemption from, or a reduction of, U.S. withholding tax under
Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the
Agent and Borrower to deliver to the Agent and Borrower:

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

          (ii) if such Lender claims that interest paid under this Agreement is
     exempt from United States withholding tax because it is effectively
     connected with a United States trade or business of such Lender, two
     properly completed and executed copies of IRS Form 4224 before the payment
     of any interest is due in the first taxable year of such Lender and in each
     succeeding taxable year of such Lender during which interest may be paid
     under this Agreement; and

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

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

     (b)  If any Lender or any Lender claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form 1001 and
such Lender sells, assigns, grants a participation in, or otherwise transfers
all or part of the Obligations of the Borrower to such Lender, such Lender agree
to notify the Agent of the percentage amount in which it is no longer the
beneficial owner of Obligations of the Borrower to such Lender, as applicable.
To the extent of such percentage amount, the Agent will treat such Lender's IRS
Form l001 as no longer valid.

     (c)  If any Lender claiming exemption from United States withholding tax by
filing IRS

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<PAGE>

Form 4224 with the Agent sells, assigns, grants a participation in, or
otherwise transfers all or part of the Obligations of the Borrower to such
Lender, as applicable, such Lender agrees to undertake sole responsibility
for complying with the withholding tax requirements imposed by Sections 1441
and 1442 of the Code.

     (d)  If any Lender is entitled to a reduction in the applicable withholding
tax, the Agent may withhold from any interest payment to such Lender an amount
equivalent to the applicable withholding tax after taking into account such
reduction.  However, if the forms or other documentation required by clause (a)
of this Section are not delivered to the Agent, then the Agent may withhold from
any interest payment to such Lender not providing such forms or other
documentation an amount equivalent to the applicable withholding tax imposed by
Sections 1441 and 1442 of the Code, without reduction.

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

                                     ARTICLE XIII

                                    MISCELLANEOUS

     SECTION 13.1.  AMENDMENTS AND WAIVERS.  No amendment or waiver of any
provision of this Agreement or any other Loan Document, and no consent with
respect to any departure by the Borrower or any applicable Subsidiary therefrom,
shall be effective unless the same shall be in writing and signed by the
Required Lenders and the Conduits (or by the Agent at the written request of the
Required Lenders and the Conduits) and the Borrower and acknowledged by the
Agent, and then any such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; PROVIDED,
HOWEVER, that no such waiver, amendment, or consent shall, unless in writing and
signed by all the Lenders and the Borrower and acknowledged by the Agent, do any
of the following:

          (a)  increase or extend the Commitment of any Lender (or reinstate any
     Commitment terminated pursuant to Section 11.2);

          (b)  postpone or delay any date fixed by this Agreement or any other
     Loan Document for any payment of principal, interest, fees or other amounts
     due to the Lenders (or any of them) hereunder or under any other Loan
     Document;

                                     -73-

<PAGE>

          (c)  reduce the principal of, or the rate of interest specified herein
     on any Loan or Advance, or (subject to clause (ii) below) any fees or other
     amounts payable hereunder or under any other Loan Document;

          (d)  change the percentage of the Commitments or of the aggregate
     unpaid principal amount of the Loans or Advance which is required for the
     Lenders or any of them to take any action hereunder or change the
     definition of Required Lenders or Purchase Amount; or

          (e)  amend this Section, or Section 4.15, or any provision herein
     providing for consent or other action by all Lenders;

and, PROVIDED FURTHER, that no amendment, waiver or consent shall, unless in
writing and signed by the Agent in addition to the Required Lenders or all the
Lenders, as the case may be, affect the rights or duties of the Agent under this
Agreement or any other Loan Document.

     SECTION 13.2.  NOTICES.  (a) All notices, requests, consents, approvals,
waivers and other communications shall be in writing (including, unless the
context expressly otherwise provides, by facsimile transmission, PROVIDED that
any matter transmitted by the Borrower by facsimile shall be immediately
confirmed by a telephone call to the recipient at the number specified, in the
case of the Borrower, on its signature page hereto, and in the case of the other
parties hereto, on Schedule 13.2 and mailed, faxed or delivered, to the address
or facsimile number specified for notices, in the case of the Borrower, on its
signature page hereto, and in the case of the other parties hereto, on Schedule
13.2; or, as directed to the Borrower or the Agent, to such other address as
shall be designated by such party in a written notice to the other parties, and
as directed to any other party, at such other address as shall be designated by
such party in a written notice to the Borrower and the Agent.

     (b)  All such notices, requests and communications shall, when transmitted
by overnight delivery, or faxed, be effective when delivered for overnight
(next-day) delivery, or transmitted in legible form by facsimile machine,
respectively, or if mailed, upon the third Business Day after the date deposited
into the U.S. mail, or if delivered, upon delivery; except that notices pursuant
to Article II, III, IV or XII to the Agent shall not be effective until actually
received by the Agent.

     (c)  Any agreement of the Agent and the Lenders herein to receive certain
notices by telephone or facsimile is solely for the convenience and at the
request of the Borrower.  The Agent and the Lenders shall be entitled to rely on
the authority of any Person purporting to be a Person authorized by the Borrower
to give such notice and the Agent and the Lenders shall not have any liability
to the Borrower or other Person on account of any action taken or not taken by
the Agent or the Lenders in reliance upon such telephonic or facsimile notice.
The obligation of the Borrower to repay the Loans and Advances shall not be
affected in any way or to any extent by any failure by the Agent or the Lenders
to receive written confirmation of any telephonic or facsimile notice or the
receipt by the Agent or the Lenders of a confirmation which is at variance with
the terms understood by the Agent or the Lenders to be contained in the
telephonic or facsimile notice.

                                     -74-

<PAGE>

     SECTION 13.3.  NO WAIVER; CUMULATIVE REMEDIES.  No failure to exercise and
no delay in exercising, on the part of the Agent or any Lender, any right,
remedy, power or privilege hereunder, shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege.

     SECTION 13.4.  COSTS AND EXPENSES.  The Borrower shall:

          (a)  whether or not the transactions contemplated hereby are
     consummated, pay or reimburse ABN AMRO (including in its capacity as Agent)
     within five Business Days after demand (subject to Section 6.1(e)) for all
     reasonable costs and expenses incurred by ABN AMRO (including in its
     capacity as Agent) in connection with the development, preparation,
     delivery, administration and execution of, and any amendment, supplement,
     waiver or modification to (in each case, whether or not consummated), this
     Agreement, any Loan Document and any other documents prepared in connection
     herewith or therewith, and the consummation of the transactions
     contemplated hereby and thereby, including reasonable Attorney Costs
     incurred by ABN AMRO (including in its capacity as Agent) with respect
     thereto; and

          (b)  pay or reimburse the Agent and each Lender within five Business
     Days after demand for all reasonable costs and expenses (including Attorney
     Costs) incurred by them in connection with the enforcement, attempted
     enforcement, or preservation of any rights or remedies under this Agreement
     or any other Loan Document during the existence of an Event of Default or a
     Significant Event or after acceleration of the Loans or Advances (including
     in connection with any "workout" or restructuring regarding the Loans or
     Advances, and including in any Insolvency Proceeding or appellate
     proceeding).

     SECTION 13.5.  BORROWER INDEMNIFICATION.  (a) Whether or not the
transactions contemplated hereby are consummated, the Borrower shall
indemnify, defend and hold the Agent-Related Persons, each Lender and each of
its respective officers, directors, employees, counsel, agents and
attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, charges, expenses and disbursements (including
Attorney Costs) of any kind or nature whatsoever which may at any time
(including at any time following repayment of the Loans or Advances, the
termination, resignation or replacement of the Agent or replacement of any
Lender) be imposed on, incurred by or asserted against any such Person in any
way relating to or arising out of this Agreement or any document contemplated
by or referred to herein, or the transactions contemplated hereby, or any
action taken or omitted by any such Person under or in connection with any of
the foregoing, including with respect to any investigation, litigation or
proceeding (including any Insolvency Proceeding or appellate proceeding)
related to or arising out of this Agreement, the Loans or the Advances or the
use of the proceeds thereof, whether or not any Indemnified Person is a party
thereto (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES");
PROVIDED, that the Borrower shall have no obligation hereunder to any
Indemnified Person with respect to Indemnified Liabilities to the extent
resulting from the gross negligence or willful misconduct of such Indemnified
Person.  The agreements in this Section shall survive payment of all other
Obligations.


                                     -75-

<PAGE>

     (b)  SURVIVAL; DEFENSE.  The obligations in this Section shall survive
payment of all other Obligations.  At the election of any Indemnified Person,
the Borrower shall defend such Indemnified Person using legal counsel selected
by the Borrower and reasonably satisfactory to such Indemnified Person in such
Person's sole discretion, at the sole cost and expense of the Borrower.  All
amounts owing under this Section shall be paid within 30 days after demand.

     SECTION 13.6.  PAYMENTS SET ASIDE.  To the extent that the Borrower makes a
payment to the Agent or the Lenders, or the Agent or the Lenders exercise their
right of set-off, and such payment or the proceeds of such set-off or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the
Agent or such Lender in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any Insolvency Proceeding or otherwise, then
(a) to the extent of such recovery the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to the Agent upon demand its pro rata share
of any amount so recovered from or repaid by the Agent.

     SECTION 13.7.  SUCCESSORS AND ASSIGNS.  The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that the Borrower may not assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of the Agent and each Lender.

     SECTION 13.8.  PARTICIPATIONS; ASSIGNMENTS.

     (a)  PARTICIPATIONS.  Any Lender may sell to one or more Persons (each a
"PARTICIPANT") participating interests in the interests of such Lender
hereunder.  Such Lender shall remain solely responsible for performing its
obligations hereunder, and the Borrower and the Agent shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations hereunder.  Each Participant shall be entitled to the benefits of
Section 13.5 and shall have the right of setoff through is participation in
amounts owing hereunder to the same extent as if it were a Lender hereunder,
which right of setoff is subject to such Participant's obligation to share with
the Lender as provided in Section 4.13 and, PROVIDED, HOWEVER, that no Lender
shall transfer or grant any participation under which the participant shall have
rights to approve any amendment to or waiver of this Agreement or any other Loan
Document except to the extent such amendment or waiver would (i) extend the
final scheduled maturity of any Loan in which such participant is participating,
or reduce the rate or extend the time of payment of interest or fees thereon
(except in connection with a waiver of applicability of any post-default
increase in increase rates) or reduce the principal amount thereof, or increase
the amount of the participant's participation over the amount thereof then in
effect (it being understood that a waiver of any Default shall not constitute a
change in the terms of such participation, and that an increase in any
Commitment or Loan shall be permitted without the consent of any participant if
the participant's participation is not increased as a result thereof) or (ii)
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement.

     (b)  ASSIGNMENTS BY LIQUIDITY PROVIDERS.  Any Liquidity Provider (with the
consent of the Borrower prior to the occurrence of an Event of Default, which
shall not be unreasonably

                                     -76-

<PAGE>

withheld) may assign to one or more Persons ("PURCHASING LIQUIDITY
PROVIDERS"), reasonably acceptable to the Agent, any portion of its
Commitment as a Liquidity Provider and Loans pursuant to a supplement hereto
(a "TRANSFER SUPPLEMENT") in form satisfactory to the Agent executed by each
such Purchasing Liquidity Provider, such selling Liquidity Provider and the
Agent; PROVIDED, HOWEVER, that notwithstanding the foregoing, any Liquidity
Provider may make such an assignment to an Affiliate or wholly-owned
Subsidiary which satisfies the Rating Criteria without the consent of the
Borrower or the Agent.  Any such assignment by a Liquidity Provider must be
for an amount of at least Five Million Dollars.  Each Purchasing Liquidity
Provider shall pay a fee of Three Thousand Five Hundred Dollars to the Agent.
Any partial assignment shall be an assignment of an identical percentage of
such selling Liquidity Provider's Loans and its Commitment as a Liquidity
Provider. Upon the execution and delivery to the Agent of the Transfer
Supplement and payment by the Purchasing Liquidity Provider to the selling
Liquidity Provider of the agreed purchase price, such selling Liquidity
Provider shall be released from its obligations hereunder to  the extent of
such assignment and such Purchasing Liquidity Provider shall for all purposes
be a Liquidity Provider party hereto and shall have all the rights and
obligations of a Liquidity Provider hereunder to the same extent as if it
were an original party hereto with a Commitment as a Liquidity Provider and
outstanding Loans.  At the time of each assignment pursuant to this Section
13.8(b) to a Person which is not already a Lender hereunder and which is not
a United States person (as such term is defined in Section 701(a)(30) of the
Code) for Federal income tax purposes, the respective assignee Lender shall
provide to the Borrower and the Agent the appropriate Internal Revenue
Service Forms described in Section 12.10.  To the extent that an assignment
of all or any portion of a Lender's Commitments would, at the time of such
assignment, result in increased costs under Section 5.1, 5.2 or 5.3 or
withholding taxes under Section 12.10 from those being charged by the
respective assigning Lender prior to such assignment, then the Borrower shall
not be obligated to pay such increased costs (although the Borrower shall be
obligated to pay any other increased costs of the type described above
resulting from changes after the date of the respective assignment).

     (c)  REPLACEABLE LIQUIDITY PROVIDERS.  If any Liquidity Provider (a
"REPLACEABLE LIQUIDITY PROVIDER") shall (i) petition the Borrower for any
amounts under Section 5.1, 5.2 or 5.3 or invoke the provisions of Section 5.5,
(ii) (A) if such Liquidity Provider is a Windmill Committed Lender and Windmill
has any outstanding Advances, cease to have a short-term debt rating of at least
"A-1+" by S&P and "P-1" by Moody's or (B) cease to have a short-term debt rating
of at least "A-1" by S&P and "P-1" by Moody's (each a "DOWNGRADING EVENT"),
(iii) fail to consent to (A) any extension of the Liquidity Termination Date
requested by the Borrower or (B) any amendment to, or waiver of, any provision
of this Agreement or (iv) become a Subject Bank, then, in each case, the
Borrower may designate a replacement financial institution (a "REPLACEMENT
LIQUIDITY PROVIDER"), with the Agent's consent (which consent shall not be
unreasonably withheld), to which such Replaceable Liquidity Provider shall,
subject to its receipt of an amount equal to the principal and interest on its
Subject Bank Loans (plus, any amount that would have been payable pursuant to
Section 5.4), promptly assign all of its rights, obligations and Liquidity
Provider Commitment hereunder, together with all of its other outstanding Loans,
to the Replacement Liquidity Provider in accordance with Section 13.8(b).

     (d)  OPINIONS OF COUNSEL.  If required by the Agent or to maintain the
Ratings, each Transfer Supplement must be accompanied by an opinion of counsel
or an officer's certificate of

                                     -77-

<PAGE>

the assignee as to such matters as the Agent may reasonably request.

     SECTION 13.9.  CONFIDENTIALITY.  Each Lender agrees to take and to cause
its Affiliates to take normal and reasonable precautions and exercise due care
to maintain the confidentiality of all non-public information identified as
"confidential" or "secret" by the Borrower and provided to it by the Borrower or
any Subsidiary, or by the Agent on the Borrower's or such Subsidiary's behalf,
under this Agreement or any other Loan Document, and neither it nor any of its
Affiliates shall use any such information other than in connection with or in
enforcement of this Agreement and the other Loan Documents or in connection with
other business now or hereafter existing or contemplated with the Borrower or
any Subsidiary; except to the extent such information (i) was or becomes
generally available to the public other than as a result of disclosure by any
Lender, or (ii) was or becomes available on a non-confidential basis from a
source other than the Borrower, PROVIDED, that such source is not bound by a
confidentiality agreement with the Borrower known to such Lender; PROVIDED,
HOWEVER, that any Lender may disclose such information (A) at the request or
pursuant to any requirement of any Governmental Authority exercising supervisory
jurisdiction over such Lender in connection with an examination of such Lender
by any such authority; (B) after having given notice to the Borrower and a
reasonable opportunity, in light of the circumstances (unless such notice or
opportunity is prohibited by applicable law), for the Borrower to obtain a
confidentiality agreement or protective order (substantially similar to the
requirements herein), as applicable (I) pursuant to subpoena or other court
process; (II) when required to do so in accordance with the provisions of any
applicable Requirement of Law; (III) to the extent reasonably required in
connection with any litigation or proceeding to which the Agent, any Lender or
their respective Affiliates may be party relating to the Borrower, any
Subsidiary or the transactions contemplated by this Agreement; (C) to the extent
reasonably required in connection with the exercise of any remedy hereunder or
under any other Loan Document; (D) to such Lender's independent auditors and
other professional advisors; (E) to any Participant or Assignee, actual or
potential, PROVIDED, that such Person agrees in writing to keep such information
confidential to the same extent required of the Lenders hereunder; (F) as to any
Lender or its Affiliate, as expressly permitted under the terms of any other
document or agreement regarding confidentiality to which the Borrower or any
Subsidiary is party or is deemed party with such Lender or such Affiliate; and
(G) to its Affiliates.

     SECTION 13.10. SET-OFF.  In addition to any rights and remedies of the
Lenders provided by law, if an Event of Default exists, each Lender is
authorized at any time and from time to time, without prior notice to the
Borrower, any such notice being waived by the Borrower to the fullest extent
permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held by, and other
indebtedness at any time owing by, such Lender to or for the credit or the
account of the Borrower against any and all Obligations owing to such Lender,
now or hereafter existing, irrespective of whether or not the Agent or such
Lender shall have made demand under this Agreement or any Loan Document and
although such Obligations may be contingent or unmatured.  Each Lender agrees
promptly to notify the Borrower and the Agent after any such set-off and
application made by such Lender; PROVIDED, HOWEVER, that the failure to give
such notice shall not affect the validity of such set-off and application.

     SECTION 13.11. NOTIFICATION OF ADDRESSES, LENDING OFFICES, ETC.  Each
Lender shall notify

                                     -78-

<PAGE>

the Agent and the Borrower in writing of any changes in the address to which
notices to such Lender should be directed, of addresses of any Lending
Office, of payment instructions in respect of all payments to be made to it
hereunder and of such other administrative information as the Agent or the
Borrower shall reasonably request.

     SECTION 13.12. COUNTERPARTS.  This Agreement may be executed in any number
of separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.

     SECTION 13.13. SEVERABILITY.  The illegality or unenforceability of any
provision of this Agreement or any instrument or agreement required hereunder
shall not in any way affect or impair the legality or enforceability of the
remaining provisions of this Agreement or any instrument or agreement required
hereunder.

     SECTION 13.14. NO THIRD PARTIES BENEFITED.  This Agreement is made and
entered into for the sole protection and legal benefit of the Borrower, the
Lenders, the Agent and the Agent-Related Persons, and their permitted successors
and assigns, and no other Person shall be a direct or indirect legal beneficiary
of, or have any direct or indirect cause of action or claim in connection with,
this Agreement or any of the other Loan Documents.

     SECTION 13.15. GOVERNING LAW AND JURISDICTION.  (a) This agreement and the
notes shall be governed by, and construed in accordance with, the law of the
state of New York; PROVIDED that the Agent and the Lender shall retain all
rights arising under federal law.

     (b)  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 or of
the United States for the Southern District of New York, and by execution and
delivery of this Agreement, each of the Borrower, the Agent and the Lenders
consents, for itself and in respect of its property, to the non-exclusive
jurisdiction of those courts.  Each of the Borrower, the Agent and the Lenders
irrevocably waives any objection, including any objection to the laying of venue
or based on the grounds of FORUM NON CONVENIENS, which it may now or hereafter
have to the bringing of any action or proceeding in such jurisdiction in respect
of this Agreement or any document related hereto.  The Borrower, the Agent and
the Lenders each waive personal service of any summons, complaint or other
process, which may be made by any other means permitted by New York law.

     SECTION 13.16. WAIVER OF JURY TRIAL.  The Borrower, the Lenders and the
Agent each waive their respective rights to a trial by jury of any claim or
cause of action based upon or arising out of or related to this Agreement, the
other Loan Documents, or the transactions contemplated hereby or thereby, in any
action, proceeding or other litigation of any type brought by any of the parties
against any other party or any agent-related person, participant or assignee,
whether with respect to contract claims, tort claims, or otherwise.  The
Borrower, the Lenders and the Agent each agree that any such claim or cause of
action shall be tried by a court trial without a jury without limiting the
foregoing, the parties further agree that their respective right to a trial by
jury is waived by operation of this section as to any action, counterclaim or
other proceeding which seeks, in whole or in part, to challenge the validity or
enforceability of this Agreement or the other Loan Documents or any provision
hereof or thereof.   This waiver shall apply to any

                                     -79-

<PAGE>

subsequent amendments, renewals, supplements or modifications to this
Agreement and the other Loan Documents.

     SECTION 13.18. ENTIRE AGREEMENT.  This Agreement, together with the other
Loan Documents, embodies the entire agreement and understanding among the
Borrower, the Lenders and the Agent, and supersedes all prior or contemporaneous
agreements and understandings of such Persons, verbal or written, relating to
the subject matter hereof and thereof.

     SECTION 13.19. AGREEMENT NOT TO PETITION.  Each party hereto agrees, for
the benefit of the holders of the privately or publicly placed indebtedness for
borrowed money for any Conduit, not, prior to the date which is one (1) year and
one (1) day after the payment in full of all such indebtedness, to acquiesce,
petition or otherwise, directly or indirectly, invoke, or cause such Conduit to
invoke, the process of any Governmental Authority for the purpose of (a)
commencing or sustaining a case against such Conduit under any federal or state
bankruptcy, insolvency or similar law (including the Bankruptcy Code), (b)
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official for such Conduit or any substantial part of its property,
or (c) ordering the winding up or liquidation of the affairs of such Conduit.

     SECTION 13.20. EXCESS FUNDS. Any Conduit shall be required to make payment
of the amounts required to be paid pursuant hereto only if such Conduit has
Excess Funds (as defined below).  If a Conduit does not have Excess Funds, the
excess of the amount due hereunder over the amount paid shall not constitute a
"CLAIM" (as defined in Section 101(5) of the Bankruptcy Code) against such
Conduit until such time as such Conduit has Excess Funds.  If a Conduit does not
have sufficient Excess Funds to make any payment due hereunder, then such
Conduit may pay a lesser amount and make additional payments that in the
aggregate equal the amount of deficiency as soon as possible thereafter.  The
term "EXCESS FUNDS" means the excess of (a) the aggregate projected value of the
applicable Conduit's assets and other property (including cash and cash
equivalents), over (b) the sum of (i) the sum of all scheduled payments of
principal, interest and other amounts payable on publicly or privately placed
indebtedness of such Conduit for borrowed money, plus (ii) the sum of all other
liabilities, indebtedness and other obligations of such Conduit for borrowed
money or owed to any credit or liquidity provider, together with all unpaid
interest then accrued thereon, plus (iii) all taxes payable by such Conduit to
the Internal Revenue Service, plus (iv) all other indebtedness, liabilities and
obligations of such Conduit then due and payable, but the amount of any
liability, indebtedness or obligation of such Conduit shall not exceed the
projected value of the assets to which recourse for such liability, indebtedness
or obligation is limited.  Excess Funds shall be calculated once each Business
Day.

     SECTION 13.21. RATING AGENCY APPROVAL.  Unless otherwise expressly stated
in this Agreement, no (a) material amendment, waiver, supplement or other
modification of this Agreement or (b) assignment, termination, resignation or
removal under this Agreement, shall be effective unless a written statement is
obtained from each of the Rating Agencies that the rating of the indebtedness
for borrowed money issued or sold by Windmill or Amsterdam will not be
downgraded or withdrawn or suspended as a result of such amendment, waiver,
supplement, modification, assignment, termination, resignation or removal.
Windmill and Amsterdam shall provide each Rating Agency with at least ten (10)
Business Days prior notice (or such shorter

                                     -80-

<PAGE>

notice as to which such Rating Agency may from time to time agree either
verbally or in writing) of each amendment, waiver, supplement or other
modification to this Agreement and each assignment, termination, resignation
or removal under this Agreement and shall provide a copy of the form of any
proposed material amendment, waiver, supplement or other modification.

                                     -81-

<PAGE>

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

                                   ADC Telecommunications, Inc.

                                   By /s/ Gokul Hemmady
                                      ---------------------------------------
                                      Title: Vice President & Treasurer
                                      ---------------------------------------

                                   Address for notice:

                                   12501 Whitewater Drive
                                   Minnetonka, MN  55343
                                   Attn:  Gokul Hemmady
                                   Telephone Number: (612) 946-3333
                                   Facsimile Number: (612) 946-3477

                                   Windmill Funding Corporation, as a Conduit

                                   By /s/ Andrew L. Stidd
                                      ---------------------------------------
                                      Its: President
                                      ---------------------------------------


                                   Amsterdam Funding Corporation, as a Conduit

                                   By /s/ Andrew L. Stidd
                                      ---------------------------------------
                                      Its: President
                                      ---------------------------------------


                                   ABN AMRO Bank N.V., as Agent

                                   By /s/ W. Robert Poff
                                      ---------------------------------------
                                      Title: Vice President
                                      ---------------------------------------


                                   By /s/ Jon R. Bottorff
                                      ---------------------------------------
                                      Title: Senior Vice President
                                      ---------------------------------------


                                     -82-

<PAGE>

                                   ABN AMRO Bank N.V., as a Liquidity Provider

                                   By /s/ W. Robert Poff
                                      ---------------------------------------
                                      Title: Vice President
                                      ---------------------------------------

                                   By /s/ Jon R. Bottorff
                                      ---------------------------------------
                                      Title: Senior Vice President
                                      ---------------------------------------

                                   ABN AMRO Bank N.V., as the Enhancer

                                   By /s/ W. Robert Poff
                                      ---------------------------------------
                                      Title: Vice President
                                      ---------------------------------------

                                   By /s/ Jon R. Bottorff
                                      ---------------------------------------
                                      Title: Senior Vice President
                                      ---------------------------------------

                                     -83-

<PAGE>

                                   Banca Commerciale Italiana,
                                        Chicago Branch

                                   By /s/ ILLEGIBLE SIGNATURE
                                      ---------------------------------------
                                      Title: Senior Vice President &
                                             Branch Manager
                                      ---------------------------------------

                                   By /s/ ILLEGIBLE SIGNATURE
                                      ---------------------------------------
                                      Title: Vice President
                                      ---------------------------------------


                                     -84-

<PAGE>

                                   Banque Nationale de Paris

                                   By /s/ Arnaud Collin du Bocage
                                      ---------------------------------------
                                      Title: Executive Vice President &
                                             General Manager
                                      ---------------------------------------

                                   By /s/ Jo Ellen Bender
                                      ---------------------------------------
                                      Title: Senior Vice President &
                                             Manager
                                      ---------------------------------------


                                     -85-

<PAGE>
                                   Comerica Bank

                                   By /s/ Timothy O'Rourke
                                      ---------------------------------------
                                      Title: Vice President
                                      ---------------------------------------

                                     -86-

<PAGE>

                                   The First National Bank of Chicago

                                   By /s/ Scott Moreen
                                      ---------------------------------------
                                      Title: Vice President
                                      ---------------------------------------

                                     -87-

<PAGE>

                                   First Union National Bank

                                   By /s/ Paul Menconi
                                      ---------------------------------------
                                      Title: Senior Vice President
                                      ---------------------------------------

                                     -88-

<PAGE>

                                   Firstar Bank of Minnesota, N.A.

                                   By /s/ Karen S. Paris
                                      ---------------------------------------
                                      Title: Vice President
                                      ---------------------------------------

                                     -89-

<PAGE>

                                   M&I Marshall and Ilsley Bank

                                   By /s/ Robert Nielsen
                                      ---------------------------------------
                                      Title: Senior Vice President
                                      ---------------------------------------

                                   By /s/ ILLEGIBLE SIGNATURE
                                      ---------------------------------------
                                      Title: Vice President
                                      ---------------------------------------

                                     -90-

<PAGE>

                                   The Northern Trust Company

                                   By /s/ Keith O'Donnell
                                      ---------------------------------------
                                      Title: Commercial Banking Officer
                                      ---------------------------------------

                                     -91-

<PAGE>

                                   Norwest Bank Minnesota,
                                        National Association

                                   By /s/ Molly S. Van Metro
                                      ---------------------------------------
                                      Title: Vice President
                                      ---------------------------------------

                                     -92-

Source: OneCLE Business Contracts.