SEVENTH AMENDED AND RESTATED LOAN AGREEMENT DATED AS OF AUGUST 10, 1995 BY AND AMONG AIRGAS, INC., THE BANKS NAMED HEREIN, AND NATIONSBANK, N.A. (CAROLINAS), AS AGENT

EX-16
[EXECUTION COPY]

SEVENTH AMENDED AND RESTATED
LOAN AGREEMENT
DATED AS OF AUGUST 10, 1995
BY AND AMONG
AIRGAS, INC.,
THE BANKS NAMED HEREIN,
AND
NATIONSBANK, N.A. (CAROLINAS),
AS AGENT

EX-17
TABLE OF CONTENTS

ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . .1
1.01 Definitions. . . . . . . . . . . . . . . . . . . . . .1
1.02 Accounting Terms.. . . . . . . . . . . . . . . . . . 13

ARTICLE II REVOLVING CREDIT LOANS. . . . . . . . . . . . . 13
2.01 Revolving Credit Loans.. . . . . . . . . . . . . . . 13
2.02 Borrowing Procedures.. . . . . . . . . . . . . . . . 14
(a) Minimum Amounts.. . . . . . . . . . . . . . . . 14
(b) Interest Rate Options.. . . . . . . . . . . . . 14
(c) Notice of Borrowing.. . . . . . . . . . . . . . 14
(d) Interest Period Limitations, etc. . . . . . . . 15
2.03 Revolving Credit Notes.. . . . . . . . . . . . . . . 15
2.04 Interest.. . . . . . . . . . . . . . . . . . . . . . 15
2.05 Commitment Fee; Commitment Reductions. . . . . . . . 16
(a) Commitment Fee. . . . . . . . . . . . . . . . . 16
(b) Commitment Reductions.. . . . . . . . . . . . . 17

ARTICLE III LETTERS OF CREDIT . . . . . . . . . . . . . . . 17
3.01 Letters of Credit. . . . . . . . . . . . . . . . . . 17
(a) General Provisions. . . . . . . . . . . . . . . 17
(b) Requests for Letters of Credit. . . . . . . . . 18
(c) Participations of Banks in Letters of
Credit. . . . . . . . . . . . . . . . . . . . . 18
(d) Reimbursement of Drawings.. . . . . . . . . . . 18
(e) Indemnity.. . . . . . . . . . . . . . . . . . . 19
(f) Letter of Credit Fees. . . . . . . . . . . . . 20
3.02 Additional Costs.. . . . . . . . . . . . . . . . . . 21
3.03 Account Parties. . . . . . . . . . . . . . . . . . . 21

ARTICLE IV MONEY MARKET LOANS. . . . . . . . . . . . . . . 21
4.01 Money Market Loans.. . . . . . . . . . . . . . . . . 21
(a) Money Market Loan Requests. . . . . . . . . . . 21
(b) Money Market Quotes.. . . . . . . . . . . . . . 22
(c) Acceptance of Money Market Quotes.. . . . . . . 22
(d) Funding of Money Market Loans.. . . . . . . . . 23
(e) Money Market Notes. . . . . . . . . . . . . . . 23
(f) Repayment of Money Market Loans.. . . . . . . . 24
(g) Interest. . . . . . . . . . . . . . . . . . . . 24
(h) Limitation on Number of Money Market Loans. . . 24
(i) Change in Procedures for Requesting Money
Market Loans. . . . . . . . . . . . . . . . . . 24

ARTICLE V ADDITIONAL PROVISIONS REGARDING REVOLVING
CREDIT LOANS AND MONEY MARKET LOANS . . . . . . 25
5.01 Additional Interest Rate Provisions. . . . . . . . . 25
(a) Default Rate. . . . . . . . . . . . . . . . . . 25
(b) Inability to Determine LIBOR Base Rate. . . . . 25
(c) Inability to Determine CD Rate. . . . . . . . . 25
5.02 Conversion and Continuation of Revolving Credit
Loans. . . . . . . . . . . . . . . . . . . . . . . . 26
5.03 Prepayments. . . . . . . . . . . . . . . . . . . . . 28
5.04 Additional Costs.. . . . . . . . . . . . . . . . . . 28
5.05 Change in Circumstances. . . . . . . . . . . . . . . 31
5.06 Indemnity. . . . . . . . . . . . . . . . . . . . . . 31
5.07 Payments.. . . . . . . . . . . . . . . . . . . . . . 32
5.08 Capital Adequacy.. . . . . . . . . . . . . . . . . . 33

ARTICLE VI INITIAL CONDITIONS PRECEDENT. . . . . . . . . . 34
6.01 Conditions Precedent to Initial Extensions of
Credit.. . . . . . . . . . . . . . . . . . . . . . . 34

EX-18

ARTICLE VII CONDITIONS OF ALL EXTENSIONS OF CREDIT. . . . . 35
7.01 Conditions of all Extensions of Credit.. . . . . . . 35
7.02 Commitment Limitations; Reaffirmation. . . . . . . . 36

ARTICLE VIII REPRESENTATIONS AND WARRANTIES. . . . . . . . . 36
8.01 Representations and Warranties.. . . . . . . . . . . 36
(a) Corporate Organization. . . . . . . . . . . . . 36
(b) Corporate Power and Authority to Own
Properties, etc.. . . . . . . . . . . . . . . . 36
(c) Corporate Power and Authority with Respect to
Loan Documents. . . . . . . . . . . . . . . . . 37
(d) Validity of Loan Documents. . . . . . . . . . . 37
(e) Execution, Delivery and Performance of Loan
Documents.. . . . . . . . . . . . . . . . . . . 37
(f) Title of Properties.. . . . . . . . . . . . . . 37
(g) Subsidiaries. . . . . . . . . . . . . . . . . . 37
(h) Interests in Other Persons. . . . . . . . . . . 37
(i) Financial Statements. . . . . . . . . . . . . . 37
(j) Litigation. . . . . . . . . . . . . . . . . . . 38
(k) Compliance with Laws. . . . . . . . . . . . . . 38
(l) Environmental Matters.. . . . . . . . . . . . . 38
(m) Governmental Regulations, etc.. . . . . . . . . 38
(n) Patents, Licenses and Trademarks. . . . . . . . 39
(o) MEPP. . . . . . . . . . . . . . . . . . . . . . 39
(p) "Investment" or "Holding" Company.. . . . . . . 39
(q) Judgments; Defaults.. . . . . . . . . . . . . . 39
(r) Taxes.. . . . . . . . . . . . . . . . . . . . . 39
(s) ERISA.. . . . . . . . . . . . . . . . . . . . . 40
(t) Full Disclosure.. . . . . . . . . . . . . . . . 40
(u) Governmental Consent. . . . . . . . . . . . . . 40

ARTICLE IX AFFIRMATIVE COVENANTS . . . . . . . . . . . . . 40
9.01 Affirmative Covenants. . . . . . . . . . . . . . . . 40
(a) Annual Financial Information. . . . . . . . . . 40
(b) Quarterly Financial Information.. . . . . . . . 41
(c) Financial Information Concerning Acquired
Companies.. . . . . . . . . . . . . . . . . . . 41
(d) Officer's Compliance Certificate. . . . . . . . 41
(e) Stockholder and SEC Reports.. . . . . . . . . . 42
(f) Other Information.. . . . . . . . . . . . . . . 42
(g) Primary Depository. . . . . . . . . . . . . . . 42
(h) Fiscal Year.. . . . . . . . . . . . . . . . . . 42
(i) Use of Loan Proceeds. . . . . . . . . . . . . . 42
(j) Maintenance of Properties.. . . . . . . . . . . 42
(k) Preservation of Existence, etc. . . . . . . . . 43
(l) Compliance with Laws; Payment of Taxes. . . . . 43
(m) Environmental Matters.. . . . . . . . . . . . . 43
(n) Indemnity.. . . . . . . . . . . . . . . . . . . 43
(o) Insurance.. . . . . . . . . . . . . . . . . . . 44
(p) Patents, Licenses and Trademarks. . . . . . . . 44
(q) Books and Records.. . . . . . . . . . . . . . . 44
(r) Inspection. . . . . . . . . . . . . . . . . . . 44
(s) Discussions with Accountants. . . . . . . . . . 44
(t) Notice of Defaults. . . . . . . . . . . . . . . 44
(u) Payment of Agent's Fee. . . . . . . . . . . . . 44
(v) Notices of Certain Events.. . . . . . . . . . . 44
(w) ERISA.. . . . . . . . . . . . . . . . . . . . . 45
(x) Further Assurances. . . . . . . . . . . . . . . 46

EX-19

ARTICLE X NEGATIVE COVENANTS. . . . . . . . . . . . . . . 46
10.01 Negative Covenants. . . . . . . . . . . . . . . 46
(a) Indebtedness. . . . . . . . . . . . . . . . . . 46
(b) Liens.. . . . . . . . . . . . . . . . . . . . . 47
(c) Acquisitions, Consolidations, Mergers, etc. . . 48
(d) Asset Sales, etc. . . . . . . . . . . . . . . . 48
(e) Sale/Leasebacks.. . . . . . . . . . . . . . . . 49
(f) Dissolution, etc. . . . . . . . . . . . . . . . 49
(g) Guarantees. . . . . . . . . . . . . . . . . . . 49
(h) Investments.. . . . . . . . . . . . . . . . . . 50
(i) Receivables Sales.. . . . . . . . . . . . . . . 51
(j) Transactions with Affiliates. . . . . . . . . . 51
(k) Loans and Advances. . . . . . . . . . . . . . . 52
(l) Dividends.. . . . . . . . . . . . . . . . . . . 52
(m) Partnerships, Joint Ventures, etc.. . . . . . . 52
(n) Line of Business. . . . . . . . . . . . . . . . 53
(o) Changes in Accounting Practices.. . . . . . . . 53
(p) Funded Debt Coverage Ratio. . . . . . . . . . . 53
(q) Fixed Charge Coverage Ratio.. . . . . . . . . . 53
(r) Minimum Book Net Worth. . . . . . . . . . . . . 53
(s) Prepayments of Indebtedness, etc. . . . . . . . 54
(t) Payments on Subordinated Debt.. . . . . . . . . 54
(u) Amendment of Subordinated Debt Documents. . . . 54

ARTICLE XA INCORPORATION OF SUBORDINATED DEBT COVENANTS. . 55
10A.01 Incorporation of Subordinated Debt
Covenants.. . . . . . . . . . . . . . . . . . . 55

ARTICLE XI EVENTS OF DEFAULT AND ACCELERATION. . . . . . . 55
11.01 Events of Default and Acceleration. . . . . . . 55

ARTICLE XII THE AGENT . . . . . . . . . . . . . . . . . . . 58
12.01 Appointment and Authorization.. . . . . . . . . 58
12.02 Use of Agents, etc. . . . . . . . . . . . . . . 58
12.03 General Immunity. . . . . . . . . . . . . . . . 58
12.04 Reliance, etc.. . . . . . . . . . . . . . . . . 58
12.05 Events of Default.. . . . . . . . . . . . . . . 59
12.06 No Representations. . . . . . . . . . . . . . . 59
12.07 Indemnification of Agent. . . . . . . . . . . . 60
12.08 Dealings with the Borrower. . . . . . . . . . . 60
12.09 Resignation and Removal.. . . . . . . . . . . . 60

ARTICLE XIII MISCELLANEOUS . . . . . . . . . . . . . . . . . 61
13.01 Notices.. . . . . . . . . . . . . . . . . . . . 61
13.02 No Waiver: Remedies Cumulative. . . . . . . . . 62
13.03 Survival of Certain Provisions, etc.. . . . . . 62
13.04 Payment of Expenses, etc. . . . . . . . . . . . 62
13.05 Amendments, Waivers and Consents. . . . . . . . 63
13.06 Computations. . . . . . . . . . . . . . . . . . 63
13.07 Right of Set Off. . . . . . . . . . . . . . . . 64
13.08 Interim Interest. . . . . . . . . . . . . . . . 64
13.09 Counterparts. . . . . . . . . . . . . . . . . . 64
13.10 Assignments, Participations, etc. . . . . . . . 64
13.11 Binding Effect; Termination of Prior Loan
Agreement; Term of Agreement. . . . . . . . . . 65
13.12 Governing Law; Submission to Jurisdiction;
Venue.. . . . . . . . . . . . . . . . . . . . . 65
13.13 Obligations Senior to Subordinated Debt.. . . . 66
13.14 Currency Conversions. . . . . . . . . . . . . . 66
13.15 Dealings by Banks with the Borrower.. . . . . . 66
13.16 Net Payments. . . . . . . . . . . . . . . . . . 66

EX-20

Exhibits

Exhibit A Banks' Commitment Levels
Exhibit B Contingent Liability
Exhibit C Form of Revolving Credit Note
Exhibit D Form of Money Market Note
Exhibit E Form of Legal Opinion
Exhibit F Existing Liens
Exhibit G Subsidiaries
Exhibit H Interest in Other Persons
Exhibit I Litigation
Exhibit J Form of Officer's Compliance Certificate
Exhibit K Insurance Coverage
Exhibit L Existing Indebtedness

EX-21

Schedules

Schedule 1 $25,000,000 Senior Subordinated Note Purchase
Agreement

Schedule 2 $30,000,000 Senior Subordinated Note Purchase
Agreement

Schedule 3 Existing Letters of Credit

EX-22
SEVENTH AMENDED AND RESTATED
LOAN AGREEMENT

THIS SEVENTH AMENDED AND RESTATED LOAN AGREEMENT, dated as of
August 10, 1995 (the "Loan Agreement"), amends and restates that
certain Sixth Amended and Restated Loan Agreement dated as of
August 30, 1994 (as amended from time to time, the "Prior Loan
Agreement") by and among Airgas, Inc. and certain of its
Subsidiaries and certain of the Banks hereinafter referred to and
defined and NationsBank, N.A. (Carolinas) (successor in interest to
NationsBank of North Carolina, N.A.), as agent for such Banks, and
is made by and among AIRGAS, INC., a Delaware corporation (the
"Borrower"); the banks from time to time parties hereto (the
"Banks"); and NATIONSBANK, N.A. (CAROLINAS), as Agent for the
Banks.

RECITALS:

A. The Borrower has requested that the Banks provide the
Borrower with a $375,000,000.00 credit facility for the purposes of
(i) refinancing certain existing indebtedness of the Borrower and
certain of its Subsidiaries to the Banks, (ii) financing the
acquisition of new Subsidiaries, (iii) financing other investments
permitted under this Loan Agreement and (iv) satisfying capital
expenditure, working capital and letter of credit needs of the
Borrower and its Subsidiaries.

B. The Banks have agreed to provide the requested credit
facility to the Borrower on the terms and conditions hereinafter
set forth.

NOW, THEREFORE, the Borrower, the Agent and the Banks agree as
follows:

ARTICLE I

DEFINITIONS

1.01 Definitions. For the purposes hereof:

"Affiliate", with respect to any Person, means any other
Person

(i) which directly or indirectly through one or more
intermediaries controls, or is controlled by, or is under
common control with, such first Person; or

(ii) which beneficially owns or holds 5% or more of any
class of the Voting Stock (or in the case of such first Person
which is not a corporation, 5% or more of the equity interest)
of such first Person; or

(iii) of which 5% or more of the Voting Stock (or in the
case of a Person which is not a corporation, 5% or more of the
equity interest) is beneficially owned or held by such first
Person.

EX-23

"Applicable Percentage" means, at any time, the applicable
margin corresponding to the ratios described below in effect as of
the most recent Rate Determination Date (as hereinafter defined):

Applicable
Applicable Applicable Percentage
Percentage Percentage Applicable for
for for Percentage Standby
Pricing Funded Debt Eurodollar Commitment for Letter of
Level Coverage Ratio Loans Fee CD Loans Credit Fee
_________________________________________________________________________
VII Greater than 4.0
to 1.0 100.0bps 25.0bps 112.5bps 100.0bps

VI Equal to or less
than 4.0 to 1.0
but greater than
3.5 to 1.0 75.0bps 25.0bps 87.5bps 75.0bps

V Equal to or less
than 3.5 to 1.0
but greater than
3.0 to 1.0 62.5bps 20.0bps 75.0bps 62.5bps

IV Equal to or less
than 3.0 to 1.0
but greater than
2.5 to 1.0 50.0bps 18.75bps 62.5bps 50.0bps

III Equal to or less
than 2.5 to 1.0
but greater than
2.0 to 1.0 45.0bps 18.75bps 57.5bps 45.0bps

II Equal to or less
than 2.0 to 1.0
but greater than
1.5 to 1.0 37.5bps 15.0bps 50.0bps 37.5bps

I Equal to or less
than 1.5 to 1.0 30.0bps 12.5bps 42.5bps 30.0bps

Determination of the appropriate Applicable Percentage based
on the Funded Debt Coverage Ratio shall be made as of the Closing
Date and as of each March 31, June 30, September 30 and December 31
thereafter (each such date a "Rate Determination Date"). The
Funded Debt Coverage Ratio in effect as of a Rate Determination
Date (as calculated by the chief financial officer of the Borrower
and set forth in the related statement of such chief financial
officer delivered to the Banks in accordance with Section 9.01(d)
hereof) shall establish the Applicable Percentages for the second
calendar quarter immediately following such Rate Determination
Date. A change in the Applicable Percentages shall be effective as
of the first day of the second calendar quarter after the Rate
Determination Date giving rise to such change and shall be
applicable thereafter until the effective date of any subsequent
change. The Agent shall (i) verify the calculations of the Funded
Debt Coverage Ratio provided by the chief financial officer of the
Borrower as described above for each Rate Determination Date and
(ii) determine the Applicable Percentages as of each Rate

EX-24

Determination Date. The Agent shall promptly notify the Borrower
and the Banks of the Applicable Percentages so determined. Such

conclusive absent manifest error. The Applicable Percentages as of
the Closing Date are 50.0bps for Revolving Credit Loans which are
Eurodollar Loans, 62.5bps for Revolving Credit Loans which are CD
Loans, 18.75bps for the Commitment Fee, and 50.0bps for the Standby
Letter of Credit Fee.

"Assessment Rate" means, for any day, the annual assessment
rate (rounded upward to the nearest 1/100th of 1%) which is payable
by NationsBank to the Federal Deposit Insurance Corporation (or any
successor) for insurance for dollar time deposits with NationsBank
at its principal office as determined by the Agent. The CD Rate
shall be adjusted automatically as of the effective date of each
change in the Assessment Rate.

"Banks" means each of the Banks listed on Exhibit A hereto and
any Person which becomes a Bank in accordance with the terms of
Section 13.10(a).

"Base Rate" means, for any day, a rate per annum (rounded
upwards, if necessary, to the nearest whole multiple of 1/100 of
1%) equal to the greater of (a) the Federal Funds Rate in effect on
such day plus 1/2 of 1% or (b) the Prime Rate in effect on such
day. For purposes hereof, (i) "Prime Rate" shall mean the rate of
interest per annum publicly announced from time to time by
NationsBank as its prime rate in effect at its principal office in
Charlotte, North Carolina, with each change in the Prime Rate being
effective on the date such change is publicly announced as
effective (it being understood and agreed that the Prime Rate is a
reference rate used by NationsBank in determining interest rates on
certain loans and is not intended to be the lowest rate of interest
charged on any extension of credit by NationsBank to any debtor)
and (ii) "Federal Funds Rate" shall mean, for any day, the rate of
interest per annum (rounded upwards to the next 1/100 of 1%) equal
to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such
day, provided that (A) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day and (B) if no such
rate is so published on such next succeeding Business Day, the
Federal Funds Rate for such day shall be the average rate quoted to
the Agent on such day on such transactions as determined by the
Agent. If for any reason the Agent shall have determined (which
determination shall be conclusive absent demonstrable error) that
it is unable after due inquiry to ascertain the Federal Funds Rate
for any reason, including the inability or failure of the Agent to
obtain sufficient quotations in accordance with the terms hereof,
the Base Rate shall be determined without regard to clause (a) of
the first sentence of this definition until the circumstances
giving rise to such inability no longer exist. Any change in the
Base Rate due to a change in the Prime Rate or the Federal Funds
Rate shall be effective on the effective date of such change in the
Prime Rate or the Federal Funds Rate, respectively.

"Base Rate Loan" means a Revolving Credit Loan bearing
interest based on the Base Rate in accordance with the provisions
of Articles II and V hereof.

EX-25

"Book Net Worth" means, at any time, consolidated net
stockholders' equity of the Borrower and its Subsidiaries
determined in accordance with Generally Accepted Accounting
Principles applied on a Consistent Basis excluding any Capital
Stock to which a Redemption Obligation relates so long as such
Redemption Obligation is outstanding.

"Business Day" means any day not a Saturday, Sunday or legal
holiday on which each of the Banks is open for business; provided,
however, that, when used in connection with a Eurodollar Loan, the
term "Business Day" shall also exclude any day on which banks are
not open for dealings in dollar deposits in the London Interbank
Market.

"Canadian Lender" means a bank or other financial institution
organized and existing under the laws of Canada or any province or
other political subdivision thereof, or any subsidiary of such a
bank or other financial institution.

"Canadian Subsidiary" means a direct or indirect Subsidiary of
the Borrower which is organized and existing under the laws of
Canada or any province or other political subdivision thereof.

"Capital Stock" means common stock and any class or series of
preferred stock.

"CD Base Rate" means, for any CD Loan for any Interest Period
therefor, the rate per annum (rounded upward, if necessary, to the
nearest 1/100th of 1%) determined by the Agent to be the average of
the bid rates quoted to the Agent at approximately 10:00 a.m. (or
as soon thereafter as practicable) at the principal office of
NationsBank on the first day of such Interest Period by three (3)
or more certificate of deposit dealers of recognized standing
selected by the Agent for the purchase at face value of
certificates of deposit of NationsBank having a term comparable to
the such Interest Period and in an amount comparable to the
principal amount of the CD Loan to be made by NationsBank for such
Interest Period.

"CD Loan" means a Revolving Credit Loan bearing interest based
on the CD Rate in accordance with the provisions of Articles II and
V hereof;

"CD Rate" means, with respect to any CD Loan for the Interest
Period applicable thereto, a simple rate per annum (rounded
upwards, if necessary, to the nearest 1/100th of 1%) determined by
the Agent pursuant to the following formula:

CD Base Rate
1 - CD Reserve Percentage + Assessment Rate

"CD Reserve Percentage" means, for any day, that percentage
(expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System
(or any successor) for determining the maximum reserve requirement
(including without limitation any basic, supplemental or emergency
reserves) for a member bank of the Federal Reserve System in the
Federal Reserve District in which the principal office of
NationsBank is located in respect of new nonpersonal dollar time
deposits in the amount of $100,000 or more and having a maturity
comparable to the related Interest Period. The CD Rate shall be

EX-26

adjusted automatically as of the effective date of each change in
the CD Reserve Percentage.

"Closing Date" means the date as of which this Loan Agreement
is executed by the Borrower, the Banks and the Agent and all of the
conditions precedent set forth in Article VI hereof have been
satisfied.

"Commitment Fee" shall have the meaning assigned to such term
in Section 2.05(a) hereof.

"Consistent Basis", in reference to the application of
Generally Accepted Accounting Principles, means that the accounting
principles observed in the period referred to are comparable in all
material respects to those applied in the most recent preceding
period.

"Controlled Group" means the group of trades or businesses
under common control as defined in Section 414(c) of the Internal
Revenue Code of 1986 (as the same may be amended from time to time)
and the applicable regulations thereunder, of which the Borrower or
any of its Subsidiaries is a part or may become a part.

"Current Maturities" means, at any time, (i) current
maturities of Long Term Debt as of such time and (ii) short term
notes payable by the Borrower or any of its Subsidiaries as of such
time, all as determined in accordance with Generally Accepted
Accounting Principles applied on a Consistent Basis.

"Domestic Subsidiary" means any Subsidiary of the Borrower
which is incorporated or organized under the laws of any State or
territory of the United States or the District of Columbia.

"EBITDA" means, with respect to the twelve-month period ending
on the date such calculation is made, the sum of (i) Operating
Income for such period and (ii) depreciation expense of the
Borrower and its Subsidiaries on a consolidated basis for such
period, all as determined in accordance with Generally Accepted
Accounting Principles applied on a Consistent Basis.

"ERISA" shall have the meaning given to said term in Section
9.01(w) hereof.

"Eurodollar Loan" means a Revolving Credit Loan bearing
interest based on the LIBOR Base Rate in accordance with the
provisions of Articles II and V hereof.

"Event of Default" shall have the meaning given to said term
in Section 11.01 hereof.

"Executive Officer" means the chief executive officer, chief
operating officer or chief financial officer of the Borrower.

"Existing Letters of Credit" means the letters of credit set
forth on Schedule 3 attached hereto.

"Extension of Credit" means any Revolving Credit Loan or Money
Market Loan advanced hereunder or any Letter of Credit issued
hereunder (and obligations to make advances thereunder).

EX-27

"Fixed Charge Coverage Ratio" means, with respect to the
twelve-month period ending on the date such calculation is made,
the ratio of (i) Operating Income for such period to (ii) Fixed
Charges for such period.

"Fixed Charges" means, for any period, the sum of (i) Interest
Expense for such period, plus (ii) Current Maturities as of the
first day of such period.

"Funded Debt" means, with respect to any Person, without
duplication, (i) all Indebtedness of such Person for borrowed
money, (ii) all purchase money Indebtedness of such Person,
including without limitation the principal portion of all
obligations of such Person under leases required to be capitalized
in accordance with Generally Accepted Accounting Principles, (iii)
all Guaranty Obligations of such Person with respect to Funded Debt
of another Person, (iv) the maximum amount available to be drawn
(assuming satisfaction under all conditions to drawing) of all
standby letters of credit or acceptances issued or created for the
account of such Person and (v) all Funded Debt of another Person
secured by a lien, security interest or other encumbrance on or in
any property or assets of such Person, whether or not such Funded
Debt has been assumed. The Funded Debt of any Person shall include
the Funded Debt of any partnership or joint venture in which such
Person is a general partner (except for any such Funded Debt with
respect to which the holder thereof is limited to the assets of
such partnership or joint venture).

"Funded Debt Coverage Ratio" means, at any time, the ratio of
(i) Funded Debt of the Borrower and its Subsidiaries on a
consolidated basis at such time to (ii) EBITDA for the twelve-month
period then ended.

"Generally Accepted Accounting Principles" means those
principles of accounting set forth in pronouncements of the
Financial Accounting Standards Board of the American Institute of
Certified Public Accountants, as such principles are from time to
time supplemented and amended.

"Guaranty Obligations" means, with respect to any Person,
without duplication, any obligations of such Person (other than
endorsements in the ordinary course of business of negotiable
instruments for deposit or collection) guaranteeing or intended to
guarantee any Indebtedness of any other Person in any manner,
whether direct or indirect, and including without limitation any
obligation, whether or not contingent, (i) to purchase any such
Indebtedness or any property constituting security therefor, (ii)
to advance or provide funds or other support for the payment or
purchase of any such Indebtedness or to maintain working capital,
solvency or other balance sheet condition of such other Person
(including without limitation keep well agreements, maintenance
agreements, comfort letters or similar agreements or arrangements)
for the benefit of any holder of Indebtedness of such other Person,
(iii) to lease or purchase property, securities or services solely
for the purpose of assuring the holder of such Indebtedness, or
(iv) to otherwise assure or hold harmless the holder of such
Indebtedness against loss in respect thereof. The amount of any
Guaranty Obligation hereunder shall (subject to any limitations set
forth therein) be deemed to be an amount equal to the outstanding
principal amount (or maximum principal amount, if larger) of the
Indebtedness in respect of which such Guaranty Obligation is made.

EX-28

"Indebtedness" of any Person means, without duplication, (i)
all obligations of such Person for borrowed money, (ii) all
obligations of such Person evidenced by bonds, debentures, notes or
similar instruments, or upon which interest payments are
customarily made, (iii) all obligations of such Person under
conditional sale or other title retention agreements relating to
property purchased by such Person (other than customary
reservations or retentions of title under agreements with suppliers
entered into in the ordinary course of business), (iv) all
obligations (excluding intercompany items) of such Person issued or
assumed as the deferred purchase price of property or services
purchased by such Person (other than trade debt incurred in the
ordinary course of business and due within six months of the
incurrence thereof) which would appear as liabilities on a balance
sheet of such Person, (v) all Indebtedness of others secured by (or
for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any lien on or security
interest in, or payable out of the proceeds of production from,
property owned or acquired by such Person, whether or not the
obligations secured thereby have been assumed, (vi) all Guaranty
Obligations of such Person, (vii) the principal portion of all
obligations of such Person under leases required to be capitalized
in accordance with Generally Accepted Accounting Principles, (viii)
the maximum amount available to be drawn (assuming satisfaction
under all conditions to drawing) of all standby letters of credit
or acceptances issued or created for the account of such Person and
(ix) all preferred or other capital stock issued by such Person
required by the terms thereof to be redeemed, or for which
mandatory sinking fund payments are due, by a fixed date. The
Indebtedness of any Person (a) shall not include any obligations of
such Person in respect of endorsements in the ordinary course of
business of negotiable instruments for deposit or collection and
(b) shall include the Indebtedness of any partnership or joint
venture in which such Person is a general partner (except for any
such Indebtedness with respect to which the holder thereof is
limited to the assets of such partnership or joint venture).

"Interest Expense" means, for any period, consolidated
interest expense of the Borrower and its Subsidiaries for such
period, as determined in accordance with Generally Accepted
Accounting Principles applied on a Consistent Basis.

"Interbank Offered Rate" means, with respect to any Eurodollar
Loan for the Interest Period applicable thereto, the rate appearing
on Telerate Page 3750 (or any successor page) as the London
interbank offered rate for deposits in U.S. dollars at
approximately 11:00 a.m. (London time) two Business Days prior to
the first day of such Interest Period for a term comparable to such
Interest Period. If, for any reason, such rate is not available,
the term "Interbank Offered Rate" shall mean, with respect to any
Eurodollar Loan for the Interest Period applicable thereto, the
rate per annum appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in dollars at approximately
11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest
Period; provided, however, if more than one rate is specified on
Reuters Screen LIBO Page, the applicable rate shall be the
arithmetic mean of all such rates.

"Interest Payment Date" means, (i) as to any CD Loan having an
Interest Period of 30, 60 or 90 days, any Eurodollar Loan having an

EX-29

Interest Period of 1, 2 or 3 months or any Money Market Loan, the
last day of the applicable Interest Period, (ii) as to any CD Loan
having an Interest Period longer than 90 days or any Eurodollar
Loan having an Interest Period longer than 3 months, the last day
of June, September, December and March in each year and the last
day of the applicable Interest Period and (iii) as to any Base Rate
Loan, the last day of June, September, December and March in each
year. If any Interest Payment Date falls on a day which is not a
Business Day, such Interest Payment Date shall be deemed to be the
next succeeding Business Day (unless, in case of a Eurodollar Loan,
the same would fall in a succeeding month, in which case such
Interest Payment Date shall be deemed to be the first preceding
Business Day).

"Interest Period" means, (i) as to any CD Loan, a period of
30, 60, 90 or 180 days' duration or, unless unavailable pursuant to
the terms of Section 5.01(c) hereof, of 270 or 360 days, as the
Borrowers may elect, commencing on the date such CD Loan shall have
been made or immediately upon expiration of the Interest Period of
the preceding CD Loan, (ii) as to any Eurodollar Loan, the period
commencing on the date of such Eurodollar Loan and ending on the
numerically corresponding day (or if there is no corresponding day,
the last day) in the calendar month that is 1, 2, 3 or 6 months
thereafter or, unless unavailable pursuant to the terms of Section
5.01(b) hereof, in the calendar month that is 9 or 12 months
thereafter, as the Borrower may elect; or (iii) as to any Money
Market Loan, such period as a Bank shall offer and the Borrower may
elect, in any event not to be less than 1 nor more than 90 days;
provided, however, that (A) if any Interest Period would end on a
day which shall not be a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless, with
respect to Eurodollar Loans, such next succeeding Business Day
would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day, and (B) no
Interest Period with respect to a Money Market Loan, to a CD Loan
or to a Eurodollar Loan shall end later than the Termination Date.

"▇▇▇▇▇▇▇" means ▇▇▇▇▇▇▇ Products, Inc., a former Delaware
corporation and Subsidiary of the Borrower.

"LC Agent" means NationsBank.

"LC Agent Standby Letter of Credit Facing Fee" shall have the
meaning assigned to such term in Section 3.01(f)(i)(B) hereof.

"LC Documents" means, with respect to any Letter of Credit,
such Letter of Credit, any amendments thereto, any documents
delivered thereunder, any application therefor, and any other
agreements, instruments, guarantees or other documents (whether
general in application or applicable only to such Letter of Credit)
governing or providing for (i) the rights and obligations of the
parties concerned or at risk or (ii) any collateral security for
such obligations.

"LC Outstandings" means, at any time, the sum of (i) the
maximum amount which is, or at any time thereafter may become,
available to be drawn under all Letters of Credit then outstanding,
assuming compliance with all requirements for drawings referred to
in such Letters of Credit plus (ii) the aggregate LC Reimbursement
Obligations at such time.

EX-30

"LC Reimbursement Obligations" means, at any time with respect
to any Letter of Credit, any unpaid obligation of the Borrower to
reimburse the LC Agent for amounts theretofore paid by the LC Agent
pursuant to a drawing under such Letter of Credit.

"Letter of Credit" means (i) any letter of credit issued by
the LC Agent for the account of the Borrower (or, as contemplated
by Section 3.03 hereof, a Subsidiary of the Borrower) in accordance
with the terms of Section 3.01 hereof and (ii) any Existing Letter
of Credit.

"LIBOR Base Rate" means, for the Interest Period for each
Eurodollar Loan comprising part of the same borrowing (including
conversions, extensions and renewals), a per annum interest rate
determined by the Agent pursuant to the following formula:

LIBOR Base Rate = Interbank Offered Rate
1 - LIBOR Base Rate Reserve Percentage

"LIBOR Base Rate Reserve Percentage" means for any day, that
percentage (expressed as a decimal) which is in effect from time to
time under Regulation D of the Board of Governors of the Federal
Reserve System (or any successor), as such regulation may be
amended from time to time or any successor regulation, as the
maximum reserve requirement (including, without limitation, any
basic, supplemental, emergency, special, or marginal reserves)
applicable with respect to Eurocurrency liabilities as that term is
defined in Regulation D (or against any other category of
liabilities that includes deposits by reference to which the
interest rate of Eurodollar Loans is determined), whether or not
any Bank has any Eurocurrency liabilities subject to such reserve
requirement at that time. Eurodollar Loans shall be deemed to
constitute Eurocurrency liabilities and as such shall be deemed
subject to reserve requirements without benefits of credits for
proration, exceptions or offsets that may be available from time to
time to a Bank. The LIBOR Base Rate shall be adjusted
automatically on and as of the effective date of any change in the
LIBOR Base Rate Reserve Percentage.

"Loan Documents" means this Loan Agreement, the Revolving
Credit Notes and the Money Market Notes.

"Long Term Debt" means, at any time, all items which, in
accordance with Generally Accepted Accounting Principles applied on
a Consistent Basis, would be classified as long term debt
(including Subordinated Debt, purchase money Indebtedness,
Indebtedness permitted under Section 10.01(a)(vi) hereof, and
capitalized leases) on a consolidated balance sheet of the Borrower
and its Subsidiaries.

"Majority Banks" means, at any time, Banks which are then in
material compliance with their obligations hereunder (as reasonably
determined by the Agent) and holding in the aggregate more than 50%
of (i) the Revolving Credit Loan Commitments at the time or (ii) if
the Revolving Credit Loan Commitments have been terminated, the sum
of (A) the aggregate unpaid principal amount of the Revolving
Credit Notes at such time, plus (B) the aggregate unpaid principal
amount of the Money Market Notes at such time, plus (C) the LC
Outstandings at such time.

EX-31

"Management Team" means the Executive Officers, presidents and
vice presidents of the Borrower.

"Material Plan" shall have the meaning given to said term in
Section 11.01(h) hereof.

"Money Market Loan" means a loan made pursuant to Section 4.01
hereof.

"Money Market Note" or "Money Market Notes" means a promissory
note or promissory notes, as the case may be, of the Borrower,
executed and delivered as provided in Section 4.01(e) hereof.

"Money Market Quote" means an offer by a Bank to make a Money
Market Loan in accordance with Section 4.01(b) hereof.

"Money Market Rate" means that fixed rate of interest equal to
the rate quoted for such amounts and for such time periods
specified by a Bank to the Borrower upon a request for a Money
Market Quote pursuant to Section 4.01(b) hereof.

"Multiemployer Plan" means an employee pension benefit plan
within the meaning of Section 3(37) of ERISA to which a member of
the Controlled Group is making, or accruing an obligation to make,
contributions or has within the preceding 5 plan years made
contributions, including for these purposes any Person which ceased
to be a member of the Controlled Group during such 5 year period.

"NationsBank" means NationsBank, N.A. (Carolinas) and its
successors.

"Net Income" means, for any period, net income after taxes of
the Borrower and its Subsidiaries on a consolidated basis for such
period, as determined in accordance with Generally Accepted
Accounting Principles applied on a Consistent Basis.

"Operating Income" means, for any period, the sum of (i) the
amount by which total operating revenues exceed total operating
expenses for such period as determined in accordance with Generally
Accepted Accounting Principles applied on a Consistent Basis and as
reported in the related consolidated financial statements for such
period of the Borrower and its Subsidiaries described in Sections
9.01(a)(i) and (b) hereof, plus (ii) consolidated cash income of
the Borrower and its Subsidiaries for such period from investments
in partnerships, joint venturers or similar investments permitted
under Section 10.01(m) hereof, plus (iii) consolidated amortization
expense with respect to intangible assets of the Borrower and its
Subsidiaries for such period, all as determined in accordance with
Generally Accepted Accounting Principles applied on a Consistent
Basis.

"PBGC" shall have the meaning given to said term in Section
9.01(w) hereof.

"Person" means an individual, partnership, corporation, trust,
unincorporated organization, association, joint venture or a
government or agency or political subdivision thereof.

"Plan" shall have the meaning given to said term in Section
9.01(w) hereof.

EX-32

"Pro Forma Basis" means, with respect to any transaction, that
such transaction shall be deemed to have occurred as of the first
day of the twelve-month period ending as of the most recent fiscal
quarter end of the Borrower preceding the date of such transaction
with respect to which the Banks shall have received the financial
information required to be delivered by Section 9.01(a) or (b)
hereof, as applicable (such fiscal quarter end for purposes hereof
being referred to as the "Applicable Quarter End"), for purposes of
calculation of each of the financial covenants set forth in Section
10.01(p) and (q) hereof as of such Applicable Quarter End. As used
herein, "transaction" shall mean (i) any incurrence, creation or
assumption of Indebtedness as referred to in Section 10.01(a)(vi)
hereof or (ii) any incurrence, creation or assumption of a Guaranty
Obligation as referred to in Section 10.01(g)(iv) hereof. With
respect to any such transaction regarding Indebtedness, or a
Guaranty Obligation of Indebtedness, which has a floating or
formula rate, the implied rate of interest for such Indebtedness
for the applicable period for purposes of this definition shall be
determined by utilizing the rate which is or would be in effect
with respect to such Indebtedness as at the relevant date of
determination.

"Redemption Obligation" means (i) the contingent liability of
the Borrower or any of its Subsidiaries with respect to cash
redemption obligations relating to Capital Stock issued by the
Borrower or any of its Subsidiaries to any officer, director,
shareholder or other principal of any Subsidiary created or
acquired after the Closing Date and (ii) the contingent liability
described on Exhibit B attached hereto.

"Reportable Event" shall have the meaning given to said term
in Section 9.01(w) hereof.

"Revolving Credit Loan" means a loan made pursuant to Sections
2.01 and 2.02 hereof.

"Revolving Credit Loan Commitment", for each Bank, means the
commitment of such Bank to make Revolving Credit Loans in a maximum
principal amount equal to the amount set forth beside the name of
such Bank on Exhibit A hereto.

"Revolving Credit Note" or "Revolving Credit Notes" shall mean
a promissory note or promissory notes, as the case may be, of the
Borrower, executed and delivered as provided in Section 2.03
hereof.

"Sale/Leaseback Transaction" shall have the meaning given to
such term in Section 10.01(e) hereof.

"Senior Subordinated Note Purchase Agreements" means a
collective reference to (i) the agreement, as amended, in the form
attached hereto as Schedule 1 whereby the Borrower has issued
$25,000,000.00 of its 11.375% senior subordinated notes due June 1,
1997 and (ii) the agreement, as amended, in the form attached
hereto as Schedule 2 whereby the Borrower has issued $30,000,000.00
of its 11.375% senior subordinated notes due August 1, 1998.

"Standby Letter of Credit Fee" shall have the meaning assigned
to such term in Section 3.01(f)(i)(A) hereof.

EX-33

"Subordinated Debt" means (i) the indebtedness of up to
$55,000,000.00 incurred by the Borrower pursuant to the terms of
the Senior Subordinated Note Purchase Agreements, the repayment of
which is subordinated to the repayment of the indebtedness of the
Borrower to the Banks hereunder on terms described in the Senior
Subordinated Note Purchase Agreements, and (ii) additional
subordinated indebtedness incurred by the Borrower provided that
(A) no Event of Default specified in Article XI hereof, nor any
event which upon notice or lapse of time or both, would constitute
such an Event of Default, exists immediately prior to or would
exist immediately after such additional subordinated indebtedness
is incurred and (B) all of the terms and conditions of such
additional subordinated indebtedness (including the terms relating
to the subordination of such indebtedness to the indebtedness of
the Borrower hereunder) are consented to by the Majority Banks
prior to the time such indebtedness is incurred.

"Subsidiary" or "Subsidiaries" means any Person of which more
than fifty percent (50%) of the equity interest in such Person at
the time of computation is owned, directly or indirectly, by the
Borrower or a Subsidiary of the Borrower.

"Termination Date" shall mean August 10, 2000.

"Total Assets" means, at any time, all items which would, in
accordance with Generally Accepted Accounting Principles applied on
a Consistent Basis, be classified as assets (other than intangible
assets) on a consolidated balance sheet of the Borrower and its
Subsidiaries.

"Unutilized Revolving Credit Loan Commitments" means, at any
time, the excess of (i) the aggregate Revolving Credit Loan
Commitments at such time over (ii) the sum of (A) the aggregate
outstanding principal balance of the Revolving Credit Loans at such
time, plus (B) the aggregate LC Outstandings at such time, plus (C)
50% of the aggregate outstanding principal amount of the Money
Market Loans at such time.

"U.S. currency" and "U.S." shall each mean freely transferable
lawful money of the United States.

"Voting Stock" means common stock of a corporation, the
holders of which are ordinarily, in the absence of contingencies,
entitled to vote for the election of the corporate directors (or
Persons performing similar functions).

1.02 Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with Generally
Accepted Accounting Principles applied on a Consistent Basis.

ARTICLE II

REVOLVING CREDIT LOANS

2.01 Revolving Credit Loans. Subject to the terms and
conditions and relying upon the representations and warranties
herein set forth, each Bank, severally and not jointly, agrees to
make Revolving Credit Loans to the Borrower at any time or from
time to time on or after the date hereof and until the Termination
Date, in an aggregate principal amount at any time outstanding not

EX-34

exceeding the amount of its then applicable Revolving Credit Loan
Commitment; provided that, at no time shall (i) the sum of (A) the
aggregate principal balance of all outstanding Revolving Credit
Loans made by all of the Banks, plus (B) the aggregate LC
Outstandings, plus (C) the aggregate principal balance of all
outstanding Money Market Loans, exceed (ii) the aggregate Revolving
Credit Loan Commitments of all of the Banks. The Borrower may
borrow, repay and reborrow hereunder on or after the date hereof
and prior to the Termination Date, subject to the terms, provisions
and limitations set forth herein.

2.02 Borrowing Procedures.

(a) Minimum Amounts. The Revolving Credit Loans made by the
Banks on any one date shall be in a minimum aggregate principal
amount of $1,500,000.00 or in an integral multiple of $100,000.00
in excess thereof. Revolving Credit Loans shall be made ratably
from the Banks in accordance with their respective Revolving Credit
Loan Commitments; provided, however, that the failure of any Bank
to make its Revolving Credit Loan shall not in itself relieve any
other Bank of its obligation to lend hereunder. The initial
Revolving Credit Loan by each Bank shall be made against delivery
to such Bank of an appropriate Revolving Credit Note, payable to
the order of such Bank, as referred to in Section 2.03 hereof. In
the event any Bank shall fail to make a Revolving Credit Loan to
the Borrower in accordance with the terms hereof, any other Bank
may, but shall not be obligated to, make such Revolving Credit Loan
to the Borrower.

(b) Interest Rate Options. Each Revolving Credit Loan shall
be either a CD Loan, a Eurodollar Loan or a Base Rate Loan (or a
combination thereof) as the Borrower may request subject to and in
accordance with this Section. Subject to other provisions of this
Section and the provisions of Section 5.02 hereof, Revolving Credit
Loans of more than one type may be outstanding at the same time.

(c) Notice of Borrowing. Except for Revolving Credit Loans
made pursuant to the terms of Section 3.01 hereof, the Borrower
shall give the Agent prior written, telefax or telephonic notice,
no later than the Business Day of the proposed borrowing in the
case of a Base Rate Loan, no later than two Business Days prior to
the Business Day of the proposed borrowing in the case of a CD Loan
and no later than three Business Days prior to the Business Day of
the proposed borrowing in the case of a Eurodollar Loan, of each
borrowing under Section 2.01 hereof. In each case, such notice
shall be irrevocable and shall specify the aggregate amount of the
proposed borrowing and the date thereof (which shall be a Business
Day). Such notice, to be effective, must be received by the Agent
not later than 10:00 a.m. (or 1:00 p.m. with respect to a
Eurodollar Loan), Charlotte, North Carolina time, on the Business
Day specified for a borrowing consisting of a Base Rate Loan, on
the second Business Day prior to the date specified for a borrowing
consisting of a CD Loan and on the third Business Day prior to the
date specified for a borrowing consisting of a Eurodollar Loan.
Such notice shall specify whether the Revolving Credit Loan then
being requested is to be (or what portion or portions thereof are
to be) a Base Rate Loan, CD Loan or a Eurodollar Loan and, if such
Revolving Credit Loan or any portion or portions thereof is to be
a CD Loan or a Eurodollar Loan, the Interest Period with respect
thereto. If no election is specified in such notice, such
Revolving Credit Loan (or the portion thereof as to which no

EX-35

election is specified) shall be a Base Rate Loan. The Agent shall
promptly on the same day provide the Banks notice that it has
received notice from the Borrower pursuant to this paragraph. On
the borrowing date specified in such notice, each Bank shall make
its ratable share of the borrowing available to the Borrower at
Account No. ▇▇▇-▇▇▇-▇▇▇ maintained at the offices of NationsBank,
no later than 5:00 p.m., Charlotte, North Carolina time, in Federal
or other immediately available funds.

(d) Interest Period Limitations, etc. Notwithstanding any
provision to the contrary in this Loan Agreement, the Borrower
shall not in any notice of borrowing under this Section 2.02
request any CD Loan or any Eurodollar Loan which, if made, would
result in an aggregate of more than nine separate CD Loans of any
Bank or nine separate Eurodollar Loans of any Bank or nine separate
CD Loans of any Bank and Eurodollar Loans of any Bank being
outstanding hereunder at any one time. For purposes of the
foregoing, (i) Revolving Credit Loans made ratably by the Banks
pursuant to a discrete borrowing request shall be considered a
single Revolving Credit Loan and (ii) Revolving Credit Loans of any
single type having different Interest Periods, regardless of
whether they commence or expire on the same date, shall be consid-
ered separate Revolving Credit Loans. The Borrower may continue
any CD Loan or Eurodollar Loan, or convert all or any part of any
Base Rate Loans, CD Loan or Eurodollar Loans into Revolving Credit
Loans of another type, in accordance with Section 5.02 hereof and
subject to the limitations set forth therein.

2.03 Revolving Credit Notes. The Revolving Credit Loans by
each Bank shall be evidenced by a Revolving Credit Note duly
executed on behalf of the Borrower, dated the date hereof, in
substantially the form of Exhibit C attached hereto, payable to the
order of such Bank in a principal amount equal to the Revolving
Credit Loan Commitment of such Bank. Each Revolving Credit Loan
shall bear interest from the date of disbursement thereof on the
outstanding principal balance thereof as set forth in Section 2.04
hereof. The aggregate unpaid principal amount of the Revolving
Credit Loans of each Bank at any time shall be the principal amount
owing on the Revolving Credit Note of such Bank at such time. The
principal amount of each Revolving Credit Loan, as evidenced by a
Revolving Credit Note, shall be due and payable on the Termination
Date. All accrued and unpaid interest on the outstanding principal
balance of each Revolving Credit Note shall be payable on each
Interest Payment Date; provided that, if any such day is not a
Business Day, such interest shall be payable on the next succeeding
Business Day (unless, in case of a Eurodollar Loan, the same would
fall in a succeeding month, in which case such principal shall be
payable on the first preceding Business Day). All payments under
the Revolving Credit Notes shall be made in accordance with Section
5.07 hereof.

2.04 Interest. (a) Subject to the provisions of Section
5.01 hereof, each Revolving Credit Loan which is a Base Rate Loan
shall bear interest at a rate per annum (computed on the basis of
the actual number of days elapsed over a year of 365 days) equal to
the Base Rate. Interest shall be payable on each Base Rate Loan
quarterly on each Interest Payment Date, commencing with the first
of such dates to occur after the date of such Base Rate Loan, and
on the Termination Date or the date of conversion of such Base Rate
Loan to a Revolving Credit Loan of a different type.

EX-36

(b) Subject to the provisions of Section 5.01 hereof, each
Revolving Credit Loan which is a CD Loan shall bear interest at a
rate per annum (computed on the basis of the actual number of days
elapsed over a year of 360 days) equal to the CD Rate plus the
Applicable Percentage. Interest shall be payable on each CD Loan
on each applicable Interest Payment Date and at maturity or the
date of conversion of such CD Loan to a Revolving Credit Loan of a
different type. The Agent shall determine the applicable CD Rate
for each Interest Period at 10:00 a.m., or as soon as practicable
thereafter, on the date when such determination is to be made in
respect of such Interest Period and shall promptly and on the same
day notify the Borrower and the Banks of the CD Rate so determined.
Such determination shall be conclusive absent manifest error.

(c) Subject to the provisions of Section 5.01 hereof, each
Revolving Credit Loan which is a Eurodollar Loan shall bear
interest at a rate per annum (computed on the basis of the actual
number of days elapsed over a year of 360 days) equal to the LIBOR
Base Rate plus the Applicable Percentage. Interest shall be
payable on each Eurodollar Loan on each applicable Interest Payment
Date and at maturity or the date of conversion of such Eurodollar
Loan to a Revolving Credit Loan of a different type. The Agent
shall determine the applicable LIBOR Base Rate for each Interest
Period at 11:00 a.m., London time, or as soon as practicable
thereafter, on the date when such determination is to be made in
respect of such Interest Period and shall promptly and on the same
day notify the Borrower and the Banks of the LIBOR Base Rate so
determined. Such determination shall be conclusive absent manifest
error.

2.05 Commitment Fee; Commitment Reductions.

(a) Commitment Fee. The Borrower agrees to pay in
immediately available funds to the Agent (without offset or
counterclaim), for the account of the Banks, in consideration of
the Revolving Credit Loan Commitments hereunder, on the last day of
each June, September, December and March, commencing with the first
such date after the date hereof, and on the date of any reduction
or termination of the Revolving Credit Loan Commitments of the
Banks hereunder, a per annum fee (the "Commitment Fee") equal to
the Applicable Percentage for the Commitment Fee (computed on the
basis of the actual number of days elapsed in a year of 360 days)
on the average daily Unutilized Revolving Credit Loan Commitments
during the preceding period or quarter. The Commitment Fee shall
commence to accrue as of the date hereof, and shall cease to accrue
on the earlier of the Termination Date or the termination of the
Revolving Credit Loan Commitments of the Banks hereunder.

(b) Commitment Reductions. (i) The Borrower may in full
permanently terminate, or from time to time in part permanently
reduce, the Revolving Credit Loan Commitments, in each case upon at
least three Business Days' prior written, telefax or telephonic
notice to the Agent. Reductions of the Revolving Credit Loan
Commitments pursuant to the terms of Section 3.01 or Section 4.01
hereof shall not be considered permanent reductions of the
Revolving Credit Loan Commitments. Each partial reduction of the
Revolving Credit Loan Commitments shall be in an aggregate
principal amount of $5,000,000.00 or in an integral multiple of
$1,000,000.00 in excess thereof. The Agent shall promptly on the
same day provide the Banks notice that it has received notice from
the Borrower pursuant to this subparagraph.

EX-37

(ii) In the case of any termination or reduction of the
Revolving Credit Loan Commitments pursuant to subparagraph (i)
above, immediately after giving effect to such termination or
reduction, (A) the sum of (1) the aggregate principal balance of
all outstanding Revolving Credit Loans made by all of the Banks,
plus (1) the aggregate LC Outstandings, plus (3) the aggregate
principal balance of all outstanding Money Market Loans, shall not
exceed (B) the aggregate Revolving Credit Loan Commitments of all
of the Banks. Each reduction in the aggregate Revolving Credit
Loan Commitments pursuant to subparagraph (i) above shall be made
ratably among the Banks in accordance with each Bank's Revolving
Credit Loan Commitment.

ARTICLE III

LETTERS OF CREDIT

3.01 Letters of Credit.

(a) General Provisions. Subject to the terms and conditions and
relying upon the representations and warranties set forth herein
and in the LC Documents, if any, executed in connection with the
issuance of each Letter of Credit and any other terms and
conditions which the LC Agent may reasonably require, the LC Agent
will, at any time and from time to time from the Closing Date until
the day five (5) Business Days prior to the Termination Date, issue
such Letters of Credit as the Borrower may request in a form
acceptable to the LC Agent; provided, however, that (i) at no time
shall the LC Outstandings exceed $150,000,000.00, (ii) no Letter of
Credit shall be issued hereunder if, after giving effect to the
issuance of such Letter of Credit, (A) the sum of (1) the aggregate
principal balance of all outstanding Revolving Credit Loans made by
all of the Banks, plus (2) the aggregate LC Outstandings, plus (3)
the aggregate principal balance of all outstanding Money Market
Loans, would exceed (B) the aggregate Revolving Credit Loan
Commitments of all of the Banks, (iii) no Letter of Credit shall be
issued hereunder if it would support any tax exempt obligations of
the applicable account party, (iv) the stated expiry date of each
Letter of Credit shall be a date falling on or before the
Termination Date, (v) the aggregate undrawn amount of issued and
outstanding standby Letters of Credit having an expiration date
later than the date one year from the date of issuance thereof
shall not at any time exceed $20,000,000.00 and (vi) the expiration
date of any documentary Letter of Credit shall be not more than 180
days from the date of issuance thereof. Subject to the limitations
set forth in the preceding sentence, the Borrower shall be
permitted to request the issuance of annually renewable standby
Letters of Credit. Each Letter of Credit shall comply with the
related LC Documents. The issuance and expiration dates of each
Letter of Credit shall be a Business Day.

(b) Requests for Letters of Credit. The request for the
issuance of a Letter of Credit shall be submitted in writing to the
LC Agent not later than 10:00 a.m., Charlotte, North Carolina time,
three (3) Business Days prior to the requested date of issuance and
shall be accompanied by such documents as are specified therein and
in the related LC Documents. Upon issuance of a Letter of Credit,
the LC Agent shall promptly and on the same day notify the Banks of
the amount and terms thereof.

EX-38

(c) Participations of Banks in Letters of Credit. (i) Upon
the issuance of each Letter of Credit, each Bank shall
automatically acquire a participation in the liability of the LC
Agent under such Letter of Credit in an amount equal to such Bank's
pro rata share (based on such Bank's portion of the total Revolving
Credit Loan Commitments) of such liability and shall thereby
absolutely, unconditionally and irrevocably assume, as primary
obligor and not as surety, and be obligated to pay to the LC Agent
and discharge when due in accordance with subsection (d) below, its
pro rata share of the LC Agent's liability under such Letter of
Credit.

(ii) On the Closing Date, (A) each Bank shall
automatically acquire a participation in the liability of the LC
Agent under each Existing Letter of Credit in an amount equal to
such Bank's pro rata share (based on such Bank's portion of the
total Revolving Credit Loan Commitments) of such liability and
shall thereby absolutely, unconditionally and irrevocably assume,
as primary obligor and not as surety, and be obligated to pay to
the LC Agent and discharge when due in accordance with subsection
(d) below, its pro rata share of the LC Agent's liability under
such Existing Letters of Credit and (B) each Existing Letter of
Credit shall be deemed for all purposes of this Loan Agreement and
the other Loan Documents to be a Letter of Credit.

(d) Reimbursement of Drawings. In the event of any drawing
under any Letter of Credit, the LC Agent will promptly and on the
same day notify the Borrower. The Borrower shall reimburse the LC
Agent on the date of drawing under any Letter of Credit for the
full amount of the related LC Reimbursement Obligation (with
proceeds of a Revolving Credit Loan as provided above, or
otherwise) in accordance with Section 5.07 hereof. Unless the
Borrower shall immediately notify the LC Agent of its intent to
otherwise reimburse the LC Agent any drawing under a Letter of
Credit shall be considered a request by the Borrower for a
Revolving Credit Loan in an amount equal to such drawing pursuant
to the terms hereof. Each Revolving Credit Loan made pursuant to
the foregoing sentence shall be a Base Rate Loan (unless and until
later converted to a Revolving Credit Loan of a different type
pursuant to the terms hereof) and shall be applied to satisfy the
related LC Reimbursement Obligation. If the Borrower shall fail to
reimburse the LC Agent as provided hereinabove, the related LC
Reimbursement Obligation shall bear interest at a per annum rate
equal to the Base Rate plus two percent (2%). The Borrower's
reimbursement obligations hereunder shall be absolute and
unconditional under all circumstances irrespective of any rights of
set-off, counterclaim or defense to payment the Borrower (or any
other applicable account party as permitted by Section 3.03 hereof)
may claim or have against the LC Agent, the Agent, the Banks, the
beneficiary of the Letter of Credit drawn upon or any other Person,
including without limitation any defense based on any failure of
the Borrower (or any other applicable account party as permitted by
Section 3.03 hereof) to receive consideration or the legality,
validity, regularity or unenforceability of the Letter of Credit or
any related LC Documents. The LC Agent will promptly notify the
other Banks of the amount of any unpaid LC Reimbursement
Obligation, and each Bank shall promptly pay to the Agent for the
account of the LC Agent the amount of such Bank's pro rata share of
such unpaid LC Reimbursement Obligation by means of a Revolving
Credit Loan made pursuant to this Section 3.01(d) or otherwise.
Such payment shall be made on the day such notice is received by

EX-39

such Bank from the LC Agent if such notice is received at or before
2:00 p.m., Charlotte, North Carolina time, otherwise such payment
shall be made at or before 5:00 p.m., Charlotte, North Carolina
time, on the Business Day next succeeding the day such notice is
received. Each Bank's obligation to make such payment to the LC
Agent, and the right of the LC Agent to receive the same, shall be
absolute and unconditional, shall not be affected by any
circumstance whatsoever and shall be made without any offset,
abatement, withholding or reduction whatsoever. Simultaneously
with the making of each such payment by a Bank to the LC Agent,
such Bank shall, automatically and without any further action on
the part of the LC Agent or such Bank, acquire a participation in
an amount equal to such payment (excluding the portion of such
payment constituting interest owing to the LC Agent) in the related
LC Reimbursement Obligation, in the interest thereon and in the
related LC Documents, and shall have a claim against the Borrower
with respect thereto. In allocating to the Banks interest payments
received from the Borrower on the Revolving Credit Loans, the Agent
is hereby directed to consider the date of reimbursements to the
Agent for the account of the LC Agent as described in this Section
3.01(d).

(e) Indemnity. The Borrower hereby agrees to indemnify and
hold harmless the LC Agent, each other Bank, the Agent and each of
their respective officers, directors, affiliates, employees or
agents (the "Indemnitees") from and against any and all claims and
damages, losses, liabilities, costs and expenses which the
Indemnitees may incur (or which may be claimed against any
Indemnitee) by any Person by reason of or in connection with the
issuance or transfer of or payment or failure to pay under any
Letter of Credit; provided that the Borrower shall not be required
to indemnify the Indemnitees for any claims, damages, losses,
liabilities, costs or expenses to the extent, but only to the
extent, (i) caused by the willful misconduct or gross negligence of
any Indemnitee in determining whether a request presented under any
Letter of Credit complied with the terms of such Letter of Credit
or (ii) caused by the LC Agent's failure to pay under any Letter of
Credit after the presentation to it of a request strictly complying
with the terms and conditions of such Letter of Credit (unless such
payment is prohibited by any law, regulation, court order or
decree). The provisions of this Section 3.01(e) shall remain
operative and in full force and effect regardless of the expiration
of this Loan Agreement.

(f) Letter of Credit Fees.

(i) (A) The Borrower agrees to pay (without offset or
counterclaim) to the Agent, for the account of the Banks, a per
annum fee (the "Standby Letter of Credit Fee") equal to the
Applicable Percentage for the Standby Letter of Credit Fee on the
maximum amount available to be drawn from time to time under each
outstanding Standby Letter of Credit. This Standby Letter of Credit
Fee shall be payable quarterly in arrears on the last day of each
March, June, September and December, and on the Termination Date.

(B) The Borrower agrees to pay (without offset or
counterclaim) to the Agent, for the account of the LC Agent, a per
annum fee (the "LC Agent Standby Letter of Credit Facing Fee") of
10 basis points on the maximum amount available to be drawn from
time to time under each outstanding Standby Letter of Credit. This
LC Agent Standby Letter of Credit Facing Fee shall be payable

EX-40

quarterly in arrears on the last day of each March, June, September
and December, and on the Termination Date.

(ii) The Borrower agrees to pay to the Agent (without
offset or counterclaim) for the account of the Banks (A) an
issuance fee equal to twenty-five (25) basis points on the face
amount of each documentary Letter of Credit and (B) a drawing fee
equal to fifteen (15) basis points on the amount of each drawing
under any documentary Letter of Credit. The issuance fee described
in subclause (A) above shall be payable on the date of issuance of
each documentary Letter of Credit, and the drawing fee described in
subclause (B) above shall be payable on each date of drawing under
a documentary Letter of Credit.

(iii) In addition to the fees payable pursuant to
clauses (i) and (ii) above, the Borrower hereby agrees to pay to
the Agent, for the account of the LC Agent, (A) a negotiation fee
equal to ten (10) basis points on the amount of each drawing under
a documentary Letter of Credit and (B) the customary charges from
time to time of the LC Agent with respect to the issuance,
amendment, transfer, administration, cancellation and conversion
of, and drawings under, any Letters of Credit.

(iv) Any fee paid in connection with a Letter of Credit
(including an Existing Letter of Credit) other than the fees and
other amounts payable pursuant to subsection (f)(i)(B) or (f)(iii)
above, shall be shared by the LC Agent with the Banks pro rata in
accordance with Section 5.07 hereof; provided, however, the Banks
shall not be entitled to any such fee for an Existing Letter of
Credit which has been deemed to be earned during the period prior
to June 19, 1987; provided further, any such fee shall be deemed to
be earned evenly throughout the period for which it is paid
regardless of when it was paid.

3.02 Additional Costs. In the event of the imposition
hereafter of, or changes hereafter in, the reserve or capital
allocation requirements promulgated by the Board of Governors of
the Federal Reserve System of the United States or any public body
or governmental agency having jurisdiction over any Bank with
respect to the issuance of or the participation in letters of
credit or the maintenance of loan commitments, the Borrower will
pay to the Agent for the benefit of such Bank such additional
amount or amounts as will compensate such Bank for the effect of
such reserve or capital allocation requirements as determined by
such Bank on the basis of such reserve or capital allocation
requirements applicable to it, which determination shall be
conclusive absent manifest error. The provisions of this Section
shall survive termination of this Loan Agreement.

3.03 Account Parties. Notwithstanding anything to the
contrary set forth in this Loan Agreement, including without
limitation Section 3.01(a) hereof, a Letter of Credit issued
hereunder may contain a statement to the effect that such Letter of
Credit is issued for the account of any Subsidiary of the Borrower,
provided that notwithstanding such statement, the Borrower shall be
the actual account party for all purposes of this Loan Agreement
for such Letter of Credit and such statement shall not affect the
Borrower's obligations hereunder with respect to such Letter of
Credit.

EX-41
ARTICLE IV

MONEY MARKET LOANS

4.01 Money Market Loans. The Banks agree that the Borrower
may at any time or from time to time on or after the date hereof
and until the Termination Date request the Banks to make Money
Market Loans in an aggregate principal amount at any time
outstanding not exceeding the aggregate Revolving Credit Loan
Commitments of all the Banks; provided, however, that the aggregate
principal amount of the outstanding Money Market Loans of any Bank
(individually or taken together with the outstanding Revolving
Credit Loans of such Bank) may (but shall not be required to)
exceed such Bank's Revolving Credit Loan Commitment. The Banks
may, but shall have no obligation to, make Money Market Loans and
the Borrower may, but shall have no obligation to, accept Money
Market Quotes, pursuant to the following terms and conditions:

(a) Money Market Loan Requests. The Borrower may
at any time and from time to time on or after the Closing
Date and until the Termination Date make a written,
telefax or telephonic request to all of the Banks for a
Money Market Loan. To be effective, such request must be
received by each of the Banks by such time as determined
by each such Bank in accordance with such Bank's
customary practices (in any event not to be later than
12:00 noon Eastern Standard (or Daylight) Time) on the
date of the requested borrowing and must specify (i) that
a Money Market Loan is requested, (ii) the amount of such
Money Market Loan, which amount shall be not less than
$1,000,000.00 or an integral multiple of $100,000.00 in
excess thereof and (iii) the Interest Period for such
Money Market Loan.

(b) Money Market Quotes. Upon receipt of a request
by the Borrower for a Money Market Loan, each Bank may,
in its sole discretion, submit a Money Market Quote
containing an offer to make a Money Market Loan in an
amount up to the amount specified in the related request
for Money Market Loans. Such Money Market Quote shall be
submitted to the Borrower by telephone notice by such
time as determined by such Bank in accordance with such
Bank's customary practices (in any event not to be later
than 1:00 p.m. Eastern Standard (or Daylight) Time), on
the date of the requested Money Market Loan. Money
Market Quotes so made shall be irrevocable. Each Money
Market Quote shall specify (i) the date of the proposed
Money Market Loan, (ii) the maximum and minimum principal
amounts of the Money Market Loan for which such offer is
being made (which may be for all or a part of (but not
more than) the amount requested by the Borrower), (iii)
the applicable Money Market Rate, and (iv) the applicable
Interest Period.

(c) Acceptance of Money Market Quotes. The
Borrower may, before such time as determined by the
applicable Bank in accordance with such Bank's customary
practices (in any event until 2:00 p.m. Eastern Standard
(or Daylight) Time, on the date of the requested Money
Market Loan, accept any Money Market Quote by giving the
applicable Bank and the Agent telephone notice

EX-42

(immediately confirmed in writing) of (i) the Bank or
Banks whose Money Market Quote(s) is/are accepted, (ii)
the principal amount of the Money Market Quote(s) so
accepted and (iii) the Interest Period of the Money
Market Quote(s) so accepted. The Borrower may accept any
Money Market Quote in whole or in part; provided,
however, that (a) the principal amount of each Money
Market Loan may not exceed the maximum amount offered in
the Money Market Quote and may not be less than the
minimum amount offered in the Money Market Quote, (b) the
principal amount of each Money Market Loan may not exceed
the total amount requested pursuant to subsection (a)
above, (c) the Borrower shall not accept a Money Market
Quote made at a particular Money Market Rate if it has
decided to reject a Money Market Quote made at a lower
Money Market Rate and (d) if the Borrower shall accept a
Money Market Quote or Quotes made at a particular Money
Market Rate but the amount of such Money Market Quote or
Quotes shall cause the total amount of Money Market
Quotes to be accepted by the Borrower to exceed the total
amount requested pursuant to subsection (a) above, then
the Borrower shall accept a portion of such Money Market
Quote or Quotes in an amount equal to the total amount
requested pursuant to subsection (a) above less the
amount of other Money Market Quotes accepted with respect
to such request, which acceptance, in the case of
multiple Money Market Quotes at the same Money Market
Rate, shall be made pro rata in accordance with each such
Money Market Quote at such Money Market Rate. Money
Market Quotes so accepted by the Borrower shall be
irrevocable.

(d) Funding of Money Market Loans. Upon acceptance
by the Borrower pursuant to subsection (c) above of all
or a portion of any Bank's Money Market Quote, such Bank
shall, before such time as determined by such Bank in
accordance with such Bank's customary practices, on the
date of the requested Money Market Loan, make such Money
Market Loan available to the Agent in Federal or other
immediately available funds. Upon receipt of such funds,
the Agent will promptly make such funds available to the
Borrower at Account No. ▇▇▇-▇▇▇-▇▇▇ maintained at the
offices of NationsBank; provided, however, that if on the
date of such Money Market Loan the Borrower is to repay
all or any part of an outstanding Revolving Credit Loan,
then the Agent shall apply such Money Market Loan first
to such repayment, and only an amount equal to the excess
(if any) of the amount borrowed over the amount being
repaid shall be made available to the Borrower.

(e) Money Market Notes. The Money Market Loans of
each Bank shall be evidenced by a single Money Market
Note duly executed on behalf of the Borrower, dated the
date hereof, in substantially the form of Exhibit D
attached hereto, payable to the order of such Bank in the
original principal amount of up to $375,000,000.00 with
interest on the unpaid principal amount from time to time
outstanding of each Money Market Loan evidenced thereby
as prescribed in subparagraph (h). Each Bank is hereby
authorized to record the date and amount of each Money
Market Loan made by such Bank, the maturity date thereof,

EX-43

the date and amount of each payment of principal thereof
and interest thereon and the interest rate with respect
thereto on the schedule annexed to and constituting a
part of its Money Market Note, and any such recordation
shall constitute prima facie evidence of the accuracy of
the information so recorded; provided, however, that
neither the failure to make any such recordation nor any
error in such recordation shall not affect the
obligations of the Borrower hereunder or under such Money
Market Note. Each Money Market Loan shall bear interest
for the period from and including the date of such Money
Market Loan on the principal amount thereof from time to
time outstanding at the applicable Money Market Rate
determined as provided in subparagraph (h), and such
interest shall be payable as specified in subparagraph
(h).

(f) Repayment of Money Market Loans. The Borrower
shall repay to each Bank which has made a Money Market
Loan on the last day of the Interest Period for such
Money Market Loan the then unpaid principal amount of
such Money Market Loan. The Borrower may not prepay any
Money Market Loan unless such prepayment is accompanied
by payment of amounts specified in Section 5.06 hereof.
Money Market Loans may not be converted into Revolving
Credit Loans of a different type.

(g) Interest. The Borrower shall pay interest to
each Bank on the unpaid principal amount of each Money
Market Loan from and including the date of such Money
Market Loan to but excluding the stated maturity date
thereof, at the applicable Money Market Rate for such
Money Market Loan (calculated on the basis of a year of
360 days), payable on the last day of the Interest Period
therefor.

(h) Limitation on Number of Money Market Loans.
The Borrower shall not request a Money Market Loan if,
assuming the maximum amount of Money Market Loans so
requested is borrowed as of the date of such request, (i)
the sum of (A) the aggregate principal balance of all
outstanding Revolving Credit Loans made by all of the
Banks, plus (B) the aggregate LC Outstandings, plus (C)
the aggregate principal balance of all outstanding Money
Market Loans, would exceed (ii) the aggregate Revolving
Credit Loan Commitments of all of the Banks.

(i) Change in Procedures for Requesting Money
Market Loans. The Borrower and the Banks hereby agree
that, notwithstanding any other provision to the contrary
contained in this Loan Agreement, at the written
direction of the Agent in its sole discretion to the
Borrower and the Banks, all further requests by the
Borrower for Money Market Loans shall be made by the
Borrower to the Banks through the Agent in accordance
with such procedures as shall be prescribed by the Agent
and acceptable to the Borrower and the Banks.

EX-44
ARTICLE V

ADDITIONAL PROVISIONS REGARDING
REVOLVING CREDIT LOANS
AND
MONEY MARKET LOANS

5.01 Additional Interest Rate Provisions.

(a) Default Rate. Upon the occurrence and during the
continuance of any Event of Default, the Borrower shall on demand
from time to time pay interest on the principal balance of the
Revolving Credit Loans and the Money Market Loans and, to the
extent permitted by law, on overdue payments of interest and any
other amounts payable hereunder or under any of the other Loan
Documents up to the date of actual payment (after as well as before
judgment):

(i) in the case of principal of or interest on a
Revolving Credit Loan or Money Market Loan, at a rate
determined by the Agent to be 2% per annum plus the rate
which would otherwise be payable under Section 2.04 or
4.01(g) hereof, as applicable; and

(ii) in the case of any other amount payable
hereunder or under any of the other Loan Documents (other
than amounts referred to in clause (i) or (ii) above), at
a rate 2% per annum plus the Base Rate.

(b) Inability to Determine LIBOR Base Rate. If prior to the
first day of any Interest Period for any Eurodollar Loan, the Agent
shall have determined (which determination shall be conclusive and
binding upon the Borrower absent manifest error) that, by reason of
circumstances affecting the relevant market, adequate and
reasonable means do not exist for ascertaining the LIBOR Base Rate
for such Interest Period, the Agent shall give telecopy or
telephonic notice thereof to the Borrower and the Banks as soon as
practicable thereafter. If such notice is given (x) any Eurodollar
Loans requested to be made on the first day of such Interest Period
shall be made as Base Rate Loans, (y) any Revolving Credit Loans
that were to have been converted on the first day of such Interest
Period to or continued as Eurodollar Loans shall be converted to or
continued as Base Rate Loans and (z) any outstanding Eurodollar
Loans shall be converted, on the first day of such Interest Period,
to Base Rate Loans. Until such notice has been withdrawn by the
Agent, no further Eurodollar Loans shall be made or continued as
such, nor shall the Borrower have the right to convert CD Loans or
Base Rate Loans to Eurodollar Loans.

(c) Inability to Determine CD Rate. If prior to the first
day of any Interest Period for any CD Loan, the Agent shall have
determined (which determination shall be conclusive and binding
upon the Borrower absent manifest error) that, by reason of
circumstances affecting the relevant market, adequate and
reasonable means do not exist for ascertaining the CD Rate for such
Interest Period, the Agent shall give telecopy or telephonic notice
thereof to the Borrower and the Banks as soon as practicable
thereafter. If such notice is given (x) any CD Loans requested to
be made on the first day of such Interest Period shall be made as
Base Rate Loans, (y) any Revolving Credit Loans that were to have
been converted on the first day of such Interest Period to or
continued as CD Loans shall be converted to or continued as Base

EX-45

Rate Loans and (z) any outstanding CD Loans shall be converted, on
the first day of such Interest Period, to Base Rate Loans. Until
such notice has been withdrawn by the Agent, no further CD Loans
shall be made or continued as such, nor shall the Borrower have the
right to convert Eurodollar Loans or Base Rate Loans to Eurodollar
Loans.

5.02 Conversion and Continuation of Revolving Credit Loans.
The Borrower shall have the right, at any time, upon prior written,
telefax or telephonic notice to the Agent (which notice shall be
irrevocable and, to be effective, must be received by the Agent not
later than 10:00 a.m., Charlotte, North Carolina time, in the case
of Base Rate Loans, on the Business Day of any conversion, in the
case of CD Loans, on the second Business Day preceding the date of
any continuation or conversion, and in the case of Eurodollar
Loans, on the third Business Day preceding the date of any
continuation or conversion), (i) to continue any CD Loan or
Eurodollar Loan or portion thereof into a subsequent Interest
Period and (ii) to convert any Revolving Credit Loan (but not a
Money Market Loan) or portion thereof into a Revolving Credit Loan
(but not a Money Market Loan) of a different type, subject to the
following:

(a) no Event of Default shall have occurred and be
continuing at the time of such continuation or
conversion, and the representations and warranties set
forth in Article VIII hereof shall be true and correct in
all material respects on and as of the date of such
continuation or conversion with the same effect as though
such representations and warranties had been made on and
as of such date, except to the extent that such
representations and warranties expressly relate to an
earlier date;

(b) if less than all Revolving Credit Loans at the
time outstanding shall be continued or converted, such
continuation or conversion shall be made pro rata among
the Banks in accordance with the respective principal
amounts of the Revolving Credit Loans held by the Banks
immediately prior to such continuation or conversion and
the notice given to the Banks by the Borrower shall
specify the aggregate amount of Revolving Credit Loans to
be continued or converted;

(c) in the case of a continuation or conversion of
less than all Revolving Credit Loans, the aggregate
principal amount of Revolving Credit Loans continued or
converted shall not be less than $1,500,000.00 or in an
integral multiple of $100,000.00 in excess thereof;

(d) each conversion shall be effected by each Bank
by applying the proceeds of the new Base Rate Loan, CD
Loan or Eurodollar Loan, as the case may be, to the
Revolving Credit Loan (or portion thereof) being
converted, and accrued interest on the CD Loan or
Eurodollar Loan (or portion thereof) being converted
shall be paid by the Borrower at the time of conversion;

(e) if the new Revolving Credit Loan made in
respect of a conversion shall be a CD Loan or Eurodollar
Loan, the first Interest Period with respect thereto

EX-46

shall commence on the date of conversion;

(f) no Revolving Credit Loan may be converted to a
CD Loan or a Eurodollar Loan less than thirty (30) days
or one (1) month, respectively, before the Termination
Date;

(g) no Interest Period shall be selected by the
Borrower for a Revolving Credit Loan converted to or
continued as a CD Loan or a Eurodollar Loan if such
Interest Period is not available to the Borrower pursuant
to the terms of the definition of "Interest Period" set
forth in Section 1.01 and/or Section 5.01(b) or (c)
hereof, as the case may be;

(h) a CD Loan or Eurodollar Loan may be converted
to another type of Revolving Credit Loan only on the last
day of an Interest Period;

(i) each request for a CD Loan or Eurodollar Loan
or continuation thereof which shall fail to state an
applicable Interest Period shall be deemed to be a
request for an Interest Period of a thirty (30) day
duration with respect to a CD Loan and of a one (1) month
duration with respect to a Eurodollar Loan;

(j) Money Market Loans may not be converted into
Revolving Credit Loans of any type and Revolving Credit
Loans may not be converted into Money Market Loans; and

(k) no more than nine separate CD Loans or nine
separate Eurodollar Loans or nine separate CD Loans and
Eurodollar Loans shall be outstanding hereunder at any
one time, it being understood that, for purposes of the
foregoing, (i) Revolving Credit Loans made ratably by the
Banks pursuant to a discrete borrowing request shall be
considered a single Revolving Credit Loan and (ii)
Revolving Credit Loans of any single type having
different Interest Periods, regardless of whether they
commence or expire on the same date, shall be considered
separate Revolving Credit Loans.

In the event that the Borrower shall (i) not give notice to
continue any Eurodollar Loan or CD Loan into a subsequent Interest
Period, (ii) not give notice to convert any such Revolving Credit
Loan into a Revolving Credit Loan of the other type or (iii) be
prevented from continuing or converting any Eurodollar Loan or CD
Loan pursuant to the terms of this Section 5.02, such Revolving
Credit Loan (unless repaid) shall automatically become a Base Rate
Loan at the expiration of the then current Interest Period.

5.03 Prepayments.

(a) The Borrower shall have the right at any time and from
time to time to prepay any Base Rate Loan, in whole or in part,
without premium or penalty, upon prior written, telefax or
telephonic notice to the Agent no later than 10:00 a.m., Charlotte,
North Carolina time, on the Business Day of the proposed
prepayment; provided, however, that each such partial prepayment
shall be in the aggregate principal amount of at least
$1,500,000.00 (or in an integral multiple of $100,000.00 in excess

EX-47

thereof) or the balance of such Revolving Credit Loan, if less.

(b) The Borrower shall have the right to prepay any
Eurodollar Loan, in whole or in part, upon at least three Business
Days' prior written, telefax or telephonic notice to the Agent;
provided, however, that (i) each such partial prepayment shall be
in the aggregate principal amount of at least $1,500,000.00 or in
an integral multiple of $100,000.00 in excess thereof and (ii) no
such prepayment made before the last day of the Interest Period in
effect for such Revolving Credit Loan shall be permitted unless
accompanied by payment of amounts specified in Section 5.06 hereof.

(c) The Borrower shall have the right to prepay any CD Loan,
in whole or in part upon at least three Business Days' prior
written, telefax or telephonic notice to the Agent; provided,
however, that (i) each such partial prepayment shall be in the
aggregate principal amount of at least $1,500,000.00 or in an
integral multiple of $100,000.00 in excess thereof and (ii) no such
prepayment made before the last day of the Interest Period in
effect for such Loan shall be permitted unless accompanied by
payment of amounts specified in Section 5.06 hereof.

(d) The Borrower may not prepay any Money Market Loan unless
such prepayment is accompanied by payment of amounts specified in
Section 5.06 hereof.

(e) Each notice of prepayment shall specify the prepayment
date and the principal amount to be prepaid, shall be irrevocable
and shall commit the Borrower to prepay such Revolving Credit Loan
by the amount stated therein. All prepayments under this Section
shall be shared pro rata by the Banks (except in the case of
prepayment of a Money Market Loan) and shall be accompanied by
accrued interest on the principal amount being prepaid to the date
of prepayment. Amounts prepaid under the Revolving Credit Notes
pursuant to this Section prior to the Termination Date shall be
available to be reborrowed from the Banks under this Loan Agreement
in accordance with the terms hereof.

5.04 Additional Costs. (a) The cost to any Bank of making
or maintaining any CD Loans or Eurodollar Loans, of issuing or
maintaining, or participating in, any Letters of Credit or of
maintaining its Revolving Credit Loan Commitment may fluctuate as
a result of imposition hereafter of, or changes hereafter in, the
reserve requirements promulgated by the Board of Governors of the
Federal Reserve System of the United States. Accordingly, the
Borrower shall pay to each Bank such additional amount or amounts
as will compensate it for the effect of such reserve requirements
applicable to it, which determination shall be conclusive absent
manifest error. For purposes hereof, the aforesaid reserve
requirements shall include any reserve on Eurocurrency Liabilities
as defined by Regulation D of said Board at the ratios provided in
such Regulation D from time to time. It is hereby agreed that
Eurodollar Loans made hereunder shall be deemed to constitute
Eurocurrency Liabilities (as defined in such Regulation D). Such
Bank shall promptly refund any amounts received by it pursuant to
this Section 5.04(a) that were erroneously billed to the Borrower
together with interest thereon at the Federal Funds Rate. The
provisions of this subsection shall survive termination of this
Loan Agreement.

EX-48

(b) In the event that after the date hereof any change in
applicable law or regulations or in the interpretation or
administration thereof (including, without limitation, any request,
guideline or policy not having the force of law) by any authority
charged with the administration or interpretation thereof shall
occur which shall:

(i) subject any Bank to any tax with respect to any
CD Loan, Eurodollar Loan, Money Market Loan or Letter of
Credit (including participations therein) (other than any
tax on the overall net income of such Bank imposed by the
United States of America or by the jurisdiction in which
such Bank has its principal office or political
subdivision or taxing authority therein); or

(ii) change the basis of taxation of any payment to
any Bank of principal of or interest on any CD Loan,
Eurodollar Loan, Money Market Loan or LC Reimbursement
Obligation or fees and other amounts payable hereunder,
or any combination of the foregoing; or

(iii) impose, modify or deem applicable any reserve,
deposit or similar requirement against any assets held
by, deposits with or for the account of or loans or
commitments by an office of such Bank as it relates to CD
Loans, Eurodollar Loans, Money Market Loans, Letters of
Credit (including participations therein) or the
Revolving Credit Loan Commitment of such Bank; or

(iv) impose upon such Bank any other condition with
respect to the CD Loans, Eurodollar Loans, Money Market
Loans or Letters of Credit (including participations
therein), or upon such Bank any other condition with
respect to this Loan Agreement as it relates to CD Loans,
Eurodollar Loans, Money Market Loans or Letters of Credit
(including participations therein) or the Revolving
Credit Loan Commitment of such Bank;

and the result of any of the foregoing shall be to increase the
cost to such Bank of making or maintaining any CD Loan, Eurodollar
Loan or Money Market Loan, of issuing or maintaining, or
participating in, any Letter of Credit or of maintaining its
Revolving Credit Loan Commitment or to reduce the amount of any
payment (whether of principal, interest or otherwise) received or
receivable by such Bank, or to require such Bank to make any
payment in connection with any CD Loan, Eurodollar Loan, Money
Market Loan or Letter of Credit (or participation therein), in each
case by or in an amount which such Bank in its sole reasonable
judgment shall deem material, then and in each such case the
Borrower agrees to pay to such Bank, as provided in paragraph (c)
below (but without duplication of the payments required under
paragraph (a) above), such amounts as shall be necessary to
compensate such Bank for such cost, reduction or payment; provided,
however, that if any Bank shall request compensation under this
Section 5.04(b) with respect to any CD Loan or Eurodollar Loan, the
Borrower may, at its option and upon written notice to the Banks,
elect to convert such Revolving Credit Loan of such Bank into a
Base Rate Loan upon the payment by the Borrower of the increased
costs described above incurred prior to such conversion and any
amount owing in respect of Section 5.06 hereof, it being understood
that (A) for purposes of Sections 5.02 and 5.03 hereof, such Base

EX-49

Rate Loan, until the expiration of the Interest Period of the CD
Loan or Eurodollar Loan so converted into a Base Rate Loan, shall
be subject to prepayment or conversion only at such times and on
such conditions as the Revolving Credit Loan from which it was
converted and (B) upon such increased costs being eliminated, or
reduced by an amount deemed sufficient by the Borrower, such Base
Rate Loan may be reconverted into a CD Loan or Eurodollar Loan, as
the case may be, having an Interest Period expiring on the same
date as the CD Loan or Eurodollar Loan previously converted into
such Base Rate Loan; provided further, however, that if the result
of any the foregoing shall be to decrease the cost to any Bank of
making or maintaining any CD Loan, Eurodollar Loan or Money Market
Loan, of issuing or maintaining or participating in any Letter of
Credit by a material amount, then such Bank will credit to the
Borrower an amount equal to such decreased costs. Promptly after
actual notice to any Bank that a change referred to in this
paragraph has occurred, such Bank will give notice of such
occurrence to the Borrower and the Agent. Each Bank agrees that it
will promptly refund any amounts received by it pursuant to this
Section 5.04(b) that were erroneously billed to the Borrower
together with interest thereon at the Federal Funds Rate. The
provisions of this subsection shall survive termination of this
Loan Agreement.

(c) Each Bank shall promptly deliver to the Borrower from
time to time one or more certificates setting forth the amounts due
to such Bank under paragraph (a) or (b) above, the reserve
requirements or changes as a result of which such amounts are due
and the manner of computing such amounts. Each such certificate
shall be conclusive in the absence of manifest error. The Borrower
shall pay to each Bank the amounts shown as due on any such
certificate within 10 days after its receipt of the same. No
failure on the part of any Bank to demand compensation under
paragraph (a) or (b) above on any one occasion shall constitute a
waiver of its right to demand such compensation on any other
occasion with respect to any other event. The protection of this
Section shall be available to each Bank regardless of any possible
contention of the invalidity or inapplicability of any law,
regulation or other condition which shall give rise to any demand
by such Bank for compensation hereunder; provided, however, if such
law, regulation or other condition giving rise to such demand is
determined to be invalid or inapplicable, the Bank will promptly
refund any amount erroneously billed to the Borrower together with
interest thereon at the Federal Funds Rate.

5.05 Change in Circumstances. (a) Notwithstanding anything
to the contrary contained elsewhere in this Loan Agreement, if any
change after the date hereof in any law or regulation or in the
interpretation thereof by any governmental authority charged with
the administration thereof shall make it unlawful for a Bank to
make or maintain a Eurodollar Loan or to effect to its obligations
as contemplated hereby with respect to a Eurodollar Loan, then, by
written notice to the Borrower, such Bank may:

(i) declare that Eurodollar Loans will not
thereafter be made by such Bank hereunder, whereupon the
Borrower shall be prohibited from requesting Eurodollar
Loans from such Bank hereunder unless such declaration is
subsequently withdrawn; and

EX-50

(ii) require that all outstanding Eurodollar Loans
made by it be converted to Base Rate Loans, whereupon all
of such Eurodollar Loans shall be automatically converted
to Base Rate Loans as of the effective date of such
notice as provided in paragraph (b) below
(notwithstanding the provisions of Section 5.07 hereof
but subject to the provisions of Section 5.06 hereof).

(b) For purposes of this Section 5.05, a notice to the
Borrower by any Bank pursuant to paragraph (a) above shall be
effective with respect to outstanding Eurodollar Loans, if lawful,
on the last day of the then current Interest Period; in all other
cases, such notice shall be effective on the date of receipt by the
Borrower.

5.06 Indemnity. The Borrower shall reimburse each Bank on
demand for any actual out-of-pocket loss incurred by it in the
reemployment of the funds released by any prepayment or conversion
of any CD Loan, Eurodollar Loan or Money Market Loan required or
permitted by any other provision of this Loan Agreement if such
Revolving Credit Loan or Money Market Loan is prepaid or converted
other than on the last day of any Interest Period for such
Revolving Credit Loan or Money Market Loan or upon any failure by
the Borrower to borrow or convert or continue any Revolving Credit
Loan or Money Market Loan after giving notice thereof.
Determinations by any Bank under this Section 5.06 shall be
conclusive absent manifest error. The provisions of this Section
shall remain operative and in full force and effect regardless of
the expiration of this Loan Agreement.

5.07 Payments. Except as required in connection with the
payment of interest on Revolving Credit Loans made in connection
with drawings under Letters of Credit as described in Section
3.01(d) hereof, all payments and prepayments of principal, interest
and fees (other than the agent's fee payable to the Agent and other
than the fees and other amounts payable to the LC Agent pursuant to
Section 3.01(f)(iii) hereof) in respect of the Revolving Credit
Loans and the Letters of Credit shall be made pro rata among the
Banks in accordance with the then outstanding principal amount of
the Revolving Credit Notes (or in accordance with the Revolving
Credit Loan Commitments if there are no amounts then outstanding
under the Revolving Credit Notes). Except as otherwise expressly
provided in Article V hereof, all payments by the Borrower
hereunder (other than payments in respect of Money Market Loans)
and under the Revolving Credit Notes shall be made to the Agent at
its offices at Charlotte, North Carolina, for the account of each
Bank in dollars in Federal or other immediately available funds by
11:00 a.m. Charlotte, North Carolina time, on the date on which
such payment shall be due. All payments received by the Agent for
the account of a Bank shall be promptly on the same day remitted by
the Agent to such Bank. Upon receipt by a Bank of more than its
pro rata share of any such principal or interest payment (after
taking into account any adjustment necessary to compensate the LC
Agent for the situation referred to in the first sentence of this
Section 5.07), whether voluntary or involuntary, or of any proceeds
of collateral securing the Revolving Credit Loans, it is hereby
agreed among the Banks and the Borrower that the Bank receiving
such excess payment or proceeds (the "Receiving Bank") shall be
obligated to pay to the other Banks for application to such Banks'
Revolving Credit Notes, an amount necessary to reduce the
outstanding principal and interest balances on such Banks'

EX-51

Revolving Credit Notes to the balances that would be outstanding on
such Banks' Revolving Credit Notes if the Receiving Bank had not
received more than its pro rata share of such payment; provided,
however, that in the event any amount paid by any Receiving Bank to
any other Bank pursuant to the immediately preceding sentence is
rescinded or must otherwise be returned by the Receiving Bank, each
other Bank shall, upon request of the Receiving Bank, repay to the
Receiving Bank the amount so paid by the Receiving Bank to such
Bank, with interest for the period commencing on the date such
payment is returned by the Receiving Bank until the date the
Receiving Bank receives such repayment at the Federal Funds Rate.
Interest in respect of any Revolving Credit Loan or Money Market
Loan hereunder shall accrue from and including the date of such
Revolving Credit Loan or Money Market Loan to but excluding the
date on which such Revolving Credit Loan or Money Market Loan is
paid in full. All payments of principal and interest under the
Money Market Notes shall be in accordance with the terms of Article
IV hereof. Notwithstanding anything to the contrary contained in
this Section 5.07 or elsewhere in this Loan Agreement or any other
of the Loan Documents, each Bank agrees with respect to all
payments, whether voluntary or involuntary, on account of any Money
Market Loan of such Bank received by such Bank during any period
following the occurrence of an event or condition which is, or upon
lapse of a cure period specified in this Loan Agreement would
constitute, an Event of Default and until such event or condition
shall have been cured (as determined by the Agent), that such
payments shall be shared pro rata among the Banks in accordance
with the then outstanding principal amounts of the Revolving Credit
Notes and the Money Market Notes and each Bank's pro rata share of
the LC Outstandings at such time. The portion of any such payment
referred to in the preceding sentence required pursuant to such
preceding sentence to be allocated to the aggregate undrawn amount
of issued and outstanding Letters of Credit shall be paid to the
Agent and, subject to the immediately succeeding sentence, held by
the Agent as cash collateral in an interest bearing account for the
benefit of the Banks until such time, if ever, as the event or
condition referred to above shall have been cured (as determined by
the Agent), at which time such proceeds shall be distributed by the
Agent to the Banks on a pro rata basis based on the then
outstanding principal amounts of the Revolving Credit Notes and the
Money Market Notes. If, at any time that the Agent is holding any
such proceeds on account of issued and outstanding Letters of
Credit, any amounts are drawn under any such Letter of Credit, then
the Agent shall distribute the proceeds so held by the Agent to the
extent of such drawing to the Banks based on the pro rata shares of
the Banks in the related LC Reimbursement Obligation. To the
extent that aggregate proceeds held by the Agent on account of
issued and outstanding Letters of Credit at any time exceed the
aggregate undrawn amount of Letters of Credit at such time, the
Agent shall distribute the proceeds so held by the Agent to the
extent of such excess to the Banks on a pro rata basis based on the
then outstanding principal amounts of the Revolving Credit Notes
and the Money Market Notes. All payments and prepayments of
principal, interest and fees in respect of the Revolving Credit
Loans, the Money Market Loans and the Letters of Credit shall be
without deduction for or on account of any present or future taxes,
duties or other charges levied or imposed by the nation of Canada
or any political subdivision or taxing authority thereof.

EX-52

5.08 Capital Adequacy. In the event that any Bank shall have
determined that the adoption hereafter of or any change hereafter
in any applicable law, rule, regulation or guideline regarding
capital adequacy, or any change in the interpretation or
administration thereof by any governmental authority, central bank
or comparable agency charged with the interpretation or
administration thereof or by any court, or compliance by such Bank
(or any lending office of such Bank) with any request or directive
regarding capital adequacy (whether or not having the force of law)
of any such authority, central bank or comparable agency, has or
would have the effect of reducing the rate of return on such Bank's
capital or on the capital of such Bank's holding company as a
consequence of its obligations hereunder to a level below that
which such Bank or such Bank's holding company could have achieved
but for such adoption, change or compliance (taking into
consideration such Bank's policies or the policies of such Bank's
holding company, as the case may be, with respect to capital
adequacy) by an amount deemed by such Bank to be material, then
from time to time the Borrower shall pay to such Bank such
additional amount or amounts as will compensate such Bank or such
Bank's holding company for any such reduction suffered. Within a
reasonable time after making a request for such additional amount
hereunder, such Bank will furnish to the Borrower a statement
certifying the amount of such reduction and describing the event
giving rise to such reduction, which determination shall be
conclusive absent manifest error. Failure on the part of such Bank
to demand compensation for any increased costs or reduction in
amounts received or receivable or reduction in return on capital
with respect to any period shall not constitute a waiver of such
Bank's rights to demand compensation for any increased costs or
reduction in amounts received or receivable or reduction in return
on capital in such period or in any other period. The protection
of this Section 5.08 shall be available to the Banks regardless of
any possible conflict or invalidity or inapplicability of the law,
regulation or condition which shall have been imposed. The
provisions of this Section shall remain operative and in full force
and effect regardless of the expiration of this Loan Agreement.

ARTICLE VI

INITIAL CONDITIONS PRECEDENT

6.01 Conditions Precedent to Initial Extensions of Credit.
The obligations as of the Closing Date of the Banks to make any
Revolving Credit Loans or Money Market Loans and of the LC Agent to
issue Letters of Credit, are subject to the conditions precedent
that the Agent shall have received on or before such day the
following, in form and substance satisfactory to the Agent:

(a) fully executed copies of this Loan Agreement
(including exhibits), the Revolving Credit Notes and the Money
Market Notes;

(b) copies of the articles or certificates of
incorporation or other charter documents of the Borrower
certified by the corporate secretary or an assistant secretary
of the Borrower to be true and correct as of the Closing Date;

EX-53

(c) a copy of the bylaws of the Borrower certified by
the corporate secretary or an assistant secretary of the
Borrower to be true and correct as of the Closing Date;

(d) resolutions of the directors of the Borrower
certified by an officer of the Borrower as of the Closing
Date, approving and adopting the documents described in
subparagraph (a) above and authorizing the execution, delivery
and performance thereof;

(e) a copy of the certificates of good standing,
existence or its equivalent with respect to the Borrower
certified as of a recent date by the State of Delaware;

(f) a certificate of the corporate secretary or an
assistant secretary of the Borrower certifying the names and
true signatures of the officers of the Borrower authorized to
sign the documents described in subparagraph (a) above on
behalf of the Borrower;

(g) the favorable opinion of Messrs. ▇▇▇▇▇▇▇▇▇▇, Keen &
▇▇▇▇▇▇▇, counsel to the Borrower, substantially in the form of
Exhibit E hereto;

(h) repayment of all obligations of the Borrower and
Airgas Holdings, Inc., and termination of the lending
commitments, under the Loan Agreement dated as of November 8,
1994, as amended, among the Borrower and Airgas Holdings,
Inc., as co-borrowers, NationsBank and The Bank of New York
("BNY"), as lending banks, NationsBank as agent for such
lending banks and BNY as administrative agent for such lending
banks.

(i) evidence satisfactory to the Agent of the
cancellation of the guarantees by any of the Subsidiaries of
the Borrower of the obligations of the Borrower under each of
the Senior Subordinated Note Purchase Agreements.

(j) such other information and documents as the Agent
may reasonably request.

ARTICLE VII

CONDITIONS OF ALL EXTENSIONS OF CREDIT

Except with respect to Revolving Credit Loans made pursuant to
the terms of Section 3.01(d) hereof, the obligations of the Banks
to make any Revolving Credit Loans or Money Market Loans and of the
LC Agent to issue any Letters of Credit, are subject to the
satisfaction of the conditions precedent set forth in Article VI
hereof on the Closing Date and to the satisfaction of the following
further conditions:

7.01 Conditions of all Extensions of Credit. In the case of
each Revolving Credit Loan (other than a Revolving Credit Loan made
pursuant to the terms of Section 3.01(d) hereof) or Money Market
Loan to be made hereunder and each Letter of Credit to be issued
hereunder:

EX-54

(a) proper notice of such Revolving Credit Loan,
Money Market Loan or Letter of Credit, as the case may
be, shall have been given in accordance with Section
2.02(c), Section 3.01(b), or Section 4.01(a)-(c) hereof,
as applicable;

(b) the representations and warranties set forth in
Article VIII hereof shall be true and correct in all
material respects on and as of the date of such Revolving
Credit Loan, Money Market Loan or Letter of Credit, as
the case may be, with the same effect as though such
representations and warranties had been made on and as of
such date, except to the extent that such representations
and warranties expressly relate to an earlier date; and

(c) at the time of and immediately after giving
effect to each such Revolving Credit Loan (other than
Revolving Credit Loans made pursuant to the terms of
Section 3.01(d) hereof), Money Market Loan or Letter of
Credit, as the case may be, no Event of Default, nor any
event which upon notice or lapse of time or both would
constitute an Event of Default, shall have occurred and
be continuing.

7.02 Commitment Limitations; Reaffirmation. In the case of
each Revolving Credit Loan to be made hereunder, each Money Market
Loan to be made hereunder, each Letter of Credit to be issued
hereunder, immediately after giving effect to such Revolving Credit
Loan, Money Market Loan or Letter of Credit, as the case may be,
(i) the sum of (A) the aggregate principal balance of all
outstanding Revolving Credit Loans made by all of the Banks, plus
(B) the aggregate LC Outstandings, plus (C) the aggregate
principal balance of all outstanding Money Market Loans, shall not
exceed (ii) the aggregate Revolving Credit Loan Commitments of all
of the Banks.

Each borrowing hereunder and each issuance of a Letter of
Credit hereunder shall be deemed to be a representation and
warranty by the Borrower on the date of such borrowing, issuance or
creation, as the case may be, as to the matters specified in
Sections 7.01(b) and (c) hereof and each borrowing hereunder that
is a Revolving Credit Loan or a Money Market Loan and each issuance
of a Letter of Credit hereunder also shall be deemed to be a
representation and warranty by the Borrower on the date of such
borrowing, issuance or creation, as the case may be, as to the
matters specified in Section 7.02 hereof.

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES

8.01 Representations and Warranties. The Borrower represents
and warrants that:

(a) Corporate Organization. Each of the Borrower and its
Subsidiaries is a corporation duly organized, validly existing and
in good standing under the laws of the state of its incorporation
and is duly authorized and qualified to carry on its business in
the manner now being conducted by it in states in which failure to
so qualify would or might have a material adverse effect on the
business or operations of such Person.

EX-55

(b) Corporate Power and Authority to Own Properties, etc.
Each of the Borrower and its Subsidiaries has the legal power and
authority to own its properties and assets and to carry on its
businesses as now being conducted and as contemplated by this Loan
Agreement and the other Loan Documents.

(c) Corporate Power and Authority with Respect to Loan
Documents. The Borrower has the power and authority to execute,
deliver and perform the Loan Documents.

(d) Validity of Loan Documents. When executed and delivered,
the Loan Documents will be legal, valid and binding obligations of
the Borrower and will be enforceable in accordance with their
respective terms.

(e) Execution, Delivery and Performance of Loan Documents.
The execution, delivery and performance of the Loan Documents:

(i) have been duly authorized by all requisite
corporate action of the Borrower required for the lawful
creation and issuance thereof;

(ii) do not violate any material provision of law,
any order of any court or other agency of government or
the corporate charter, certificate of incorporation or
by-laws of the Borrower, or any provisions of any
indenture, agreement or other instrument to which the
Borrower or its properties or assets are or will become
bound;

(iii) will not be in conflict with, result in a
breach of or constitute an event of default or an event
which, upon notice or lapse of time, or both, would
constitute such an event of default under any indenture,
agreement or other instrument to which the Borrower is a
party;

(iv) do not and will not result in the creation of
any lien on any assets of the Borrower.

(f) Title of Properties. Except as set forth in Exhibit F
attached hereto and except for minor defects in title that do not
reduce in any material respect the value of such property, each of
the Borrower and its Subsidiaries has good and marketable title in
fee simple to all of its real property and good title to all of its
other property, and none of such property is subject to any
mortgage, pledge, lien, charge or other encumbrance of any nature
whatsoever except as may be permitted hereunder or contemplated
hereby.

(g) Subsidiaries. All of the direct and indirect
Subsidiaries of the Borrower as of the Closing Date are set forth
in Exhibit G attached hereto.

(h) Interests in Other Persons. Except as set forth in
Exhibit H attached hereto, neither the Borrower nor any of its
Subsidiaries owns any interest in any Person.

(i) Financial Statements. The audited consolidated balance
sheet, income statement and statement of cash flows of the Borrower
and its Subsidiaries prepared as of March 31, 1995, copies of each

EX-56

of which have been furnished to each Bank, fairly present the
assets, liabilities and financial condition of the Borrower and its
Subsidiaries as at the date thereof, all in accordance with
Generally Accepted Accounting Principles, and since such date to
and including the date of this Loan Agreement there has been no
material adverse change in such condition or in the operations of
the Borrower and its Subsidiaries taken as a whole.

(j) Litigation. Except as set forth in Exhibit I attached
hereto, there is no pending or, to the Borrower's knowledge
following due inquiry, threatened action or proceeding affecting
the Borrower or any of its Subsidiaries before any court,
governmental agency or arbitrator, specifically including without
limitation any federal, state or local environmental agency, (i)
which would, if adversely determined, materially adversely affect
the financial condition or operations of the Borrower and its
Subsidiaries taken as a whole, or (ii) challenging the execution,
delivery, validity or enforceability of any of the Loan Documents.

(k) Compliance with Laws. Each of the Borrower and its
Subsidiaries is in material compliance with all statutes,
governmental regulations, and applicable judgments, specifically
including without limitation all federal, state, and local
requirements relating to protection of health or the environment in
connection with the operation of such corporation's business.

(l) Environmental Matters. During the time in which the
Borrower or any of its Subsidiaries has owned any real property, no
Hazardous Materials were disposed of on, under or about such real
property in such a manner as would give rise to a liability which
would have a material adverse effect on the Borrower and its
Subsidiaries taken as a whole, and that, to the extent that the
Borrower or any of its Subsidiaries generated, stored or
transported Hazardous Materials, such activities were done in such
a manner as would not give rise to a liability for failure to
comply with any applicable federal, state and local laws,
ordinances and regulations which would have a material adverse
effect on the Borrower and its Subsidiaries taken as a whole. For
purposes hereof, "Hazardous Materials" shall be defined as
"hazardous substances" or "toxic substances" in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601 et seq.; Hazardous Materials
Transportation Act, 42 U.S.C. Section 6901 et seq.; and those substances
defined as "hazardous wastes" in any state or local laws, rules or
regulations applicable to the Borrower or any of its Subsidiaries.

(m) Governmental Regulations, etc. None of the Borrower or
its Subsidiaries is engaged in the business of extending credit for
the purpose of purchasing or carrying margin stock (within the
meaning of Regulation U issued by the Board of Governors of the
Federal Reserve System), and no part of the proceeds of any
Revolving Credit Loan or Money Market Loan nor any Letter of Credit
will be used whether directly or indirectly, incidentally or
ultimately (i) to purchase or carry any margin stock or to extend
credit to others for the purpose of purchasing or carrying any
margin stock, or to refund Indebtedness incurred for such purpose,
or (ii) for any purpose which entails a violation of, or which is
inconsistent with, the provisions of the regulations of the Board
of Governors of the Federal Reserve System, including without
limitation Regulation G, U, T or X thereof. If requested by the
Agent, each Borrower agrees that it will (and will cause each of

EX-57

its Subsidiaries to) furnish to the Banks a statement in conformity
with the requirements of Federal Reserve Form U-1 referred to in
said Regulation U.

(n) Patents, Licenses and Trademarks. Each of the Borrower
and its Subsidiaries possesses all necessary patents, licenses,
trademarks, trademark rights, tradenames, tradename rights and
copyrights to conduct its business without known conflict with any
patent, license, trademark, tradename or copyrights of any other
Person.

(o) MEPP. Each of the Borrower and its Subsidiaries is in
compliance with the Multi-Employer Pension Plan Amendments Act of
1980 ("MEPP") and has no liability from pension contributions
pursuant to MEPP.

(p) "Investment" or "Holding" Company. None of the Borrower
or its Subsidiaries is an "investment company" as that term is
defined in, or otherwise subject to regulation under, the
Investment Company Act of 1940. None of the Borrower or its
Subsidiaries is a "Holding Company" as that term is defined in, and
is not otherwise subject to regulation under, the Public Utility
Holding Company Act of 1935.

(q) Judgments; Defaults. None of the Borrower or its
Subsidiaries is

(i) a party to any judgment, order, decree or any
agreement or instrument or subject to corporate
restrictions materially adversely affecting its business,
properties or assets, operation or condition (financial
or otherwise); or

(ii) in default (except where waived) in the
performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any
agreement or instrument to which such corporation is a
party, which default would or might have a material
adverse effect on the business, properties or assets of
the Borrower and its Subsidiaries as a whole.

(r) Taxes. Each of the Borrower and its Subsidiaries has
filed all United States federal tax returns and all other tax
returns that are required to be filed and has paid all taxes due
pursuant to said returns or pursuant to any assessment received by
such corporation, except such taxes, if any, as are being contested
in good faith and as to which adequate reserves in accordance with
Generally Accepted Accounting Principles have been provided. No
tax liens have been filed, and no claims are being asserted with
respect to any such taxes. The charges, accruals and reserves on
the books of each of the Borrower and its Subsidiaries in respect
of any taxes or other governmental charges are reasonably adequate.

(s) ERISA.

(i) Each of the Borrower and its Subsidiaries is in compliance
in all material respects with those provisions of ERISA and the
regulations and public interpretations thereunder which are
applicable to such corporation.

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(ii) No Reportable Event (as defined in ERISA) has occurred
and is continuing with respect to any Plan.

(iii) No proceedings have been instituted, or, to the
knowledge of the Borrower, planned, to terminate any Plan or to
cause a trustee to be appointed to administer any Plan.

(iv) Neither the Borrower, any other member of the Controlled
Group, nor any duly-appointed administrator of a Plan has
instituted or intends to institute proceedings to withdraw from any
Multiemployer Plan.

(v) Each Plan has been maintained and funded in all material
respects with its terms and with the provisions of ERISA applicable
thereto.

(t) Full Disclosure. The information, exhibits and reports
furnished by the Borrower to the Banks in connection with the
negotiation of the Loan Documents did not, taken as a whole,
contain any material misstatement of fact or omit to state a
material fact or any fact necessary to make the statements
contained therein not misleading.

(u) Governmental Consent. No consent, approval or
authorization of, or filing, registration or qualification with,
any governmental agency, authority, instrumentality or regulatory
body on the part of the Borrower is required in conjunction with
the execution, delivery or performance by the Borrower, or for the
validity or enforceability, of the Loan Documents.

ARTICLE IX

AFFIRMATIVE COVENANTS

9.01 Affirmative Covenants. The Borrower covenants and
agrees with the Banks and the Agent that, so long as this Loan
Agreement shall remain in effect or any Letter of Credit shall be
outstanding or the principal of or interest on any Revolving Credit
Note, Money Market Note or LC Reimbursement Obligation or any other
expense or amount payable hereunder remains unpaid, and until the
Revolving Credit Loan Commitments are terminated, unless the
Majority Banks shall otherwise consent in writing, it will and will
cause each of its Subsidiaries to:

(a) Annual Financial Information. (i) As soon as practical
and in any event not later than 90 days after the end of each
fiscal year ending after the Closing Date, deliver to each of the
Banks a financial report of the Borrower and all of its
Subsidiaries including a balance sheet of the Borrower and all of
its Subsidiaries as at the end of such fiscal year, and the notes
thereto, and the related statements of income and retained earnings
and the notes thereto and of cash flows for such fiscal year,
prepared on a consolidated and consolidating basis setting forth in
each case comparative financial statements for the corresponding
date or period in the preceding year, all prepared in accordance
with Generally Accepted Accounting Principles applied on a
Consistent Basis and containing, with respect to such consolidated
financial reports an unqualified opinion of KPMG Peat Marwick, or
other independent certified public accountants selected by the
Borrower and acceptable to the Banks.

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(ii) As soon as practical and in any event not later
than June 30 of each fiscal year, deliver to each of the Banks
projections of profit and loss statements, balance sheets and cash
flow reports for the Borrower and all of its Subsidiaries on a
consolidated basis for such fiscal year.

(b) Quarterly Financial Information. As soon as practical
and in any event not later than 60 days after the end of each of
the first three quarters of each fiscal year of the Borrower
deliver to each of the Banks a financial report of the Borrower and
all of its Subsidiaries including a balance sheet of the Borrower
and all of its Subsidiaries as at the end of such quarterly period
and the related statements of income and retained earnings and of
cash flows for the quarter then ended and for the period from the
beginning of the current fiscal year to the end of such quarter,
prepared on a consolidated and consolidating basis and setting
forth in each case comparative financial statements for the
corresponding date or period in the preceding year, all prepared in
accordance with Generally Accepted Accounting Principles applied on
a Consistent Basis and certified by the chief financial officer or
other Executive Officer of the Borrower (acting for the Borrower
and not as an individual) as presenting fairly the financial
condition and the results of operations of the Borrower and all of
its Subsidiaries.

(c) Financial Information Concerning Acquired Companies. As
soon as practical and in any event not later than 90 days after the
end of any fiscal quarter during which there occurs an acquisition
of a company permitted by Section 10.01(h)(iv) hereof for a
purchase price greater than 10% of Book Net Worth as at the quarter
end immediately preceding the date of such acquisition, to make
available to any Bank upon its request therefor (i) historical
financial information consisting of a balance sheet of such
acquired company prepared as of a recent date and income statements
of such company for the two immediately preceding fiscal years and
(ii) a projected income statement of the Borrower, its Subsidiaries
and the acquired company, prepared on a consolidated basis, for the
twelve-month period immediately following such acquisition.

(d) Officer's Compliance Certificate. Together with each
delivery of the financial reports required by Section 9.01(a)(i)
and (b) hereof, deliver to each of the Banks a statement signed by
the chief financial officer or other Executive Officer of the
Borrower (acting for the Borrower and not as an individual)
substantially in the form of Exhibit J hereto, setting forth (i)
that, to the best of his knowledge, the Borrower has kept,
observed, performed and fulfilled each and every agreement
(including without limitation any covenant incorporated herein by
reference pursuant to Section 10A.01 hereof) binding on it
contained in the Loan Documents (and containing calculations
demonstrating compliance by the Borrower and its Subsidiaries with
the financial covenants set forth in Section 10.01(p), (q) and (r)
hereof as at such quarter end) and is not at the time in default in
the keeping, observance, performance or fulfillment of any of the
terms, provisions and conditions of any of the Loan Documents and
(ii) that no Event of Default, nor any event, which upon notice or
lapse of time or both, would constitute an Event of Default, has
occurred, or if such Event of Default exists or would occur as the
case may be, stating the nature thereof, the period of existence
thereof and what action the Borrower proposes to take with respect
thereto.

EX-60

(e) Stockholder and SEC Reports. Promptly upon becoming
available, deliver to each Bank a copy of all financial statements,
reports, notices and proxy statements sent by the Borrower or any
of its Subsidiaries to stockholders, and a copy of all regular,
periodic and special reports filed by the Borrower or any of its
Subsidiaries with any securities exchange or with the Securities
and Exchange Commission ("SEC") or any governmental authority
succeeding to any or all of the functions of the SEC.

(f) Other Information. Promptly, from time to time, deliver
to the Banks such information regarding its (and its Subsidiaries')
operations, business affairs and financial condition as the Banks
may reasonably request. The Banks are hereby authorized to deliver
a copy of any such financial information delivered hereunder to the
Banks to any regulatory authority having jurisdiction over any of
the Banks pursuant to any request therefor.

(g) Primary Depository. Use any Bank as its primary
depository.

(h) Fiscal Year. For the purpose of financial reporting
maintain its fiscal year as one ending on March 31.

(i) Use of Loan Proceeds. Use the proceeds of the Revolving
Credit Loans and Money Market Loans for the purposes set forth in
RECITAL A hereof.

(j) Maintenance of Properties. Maintain all properties and
assets used or useful in the conduct of its businesses in good
working order and condition and make all needed repairs,
replacements, betterments, improvements, and renewals as are
necessary to conduct its business in accordance with prudent
business practices.

(k) Preservation of Existence, etc. Except to the extent
otherwise provided in Section 10.01(f) hereof, do or cause to be
done all things necessary to preserve and keep in full force and
effect its corporate existence, trademarks, tradenames, material
rights, franchises and licenses.

(l) Compliance with Laws; Payment of Taxes. (i) Comply with
or contest in good faith all statutes, governmental regulations and
applicable judgments, specifically including without limitation all
federal, state and local environmental laws, rules, and
regulations, and (ii) pay all taxes, assessments, governmental
charges, claims for labor, supplies, rent and any other obligations
which, if unpaid, might become a lien against any of its property
except (A) liabilities being contested in good faith and by
appropriate proceedings and against which reserves in accordance
with Generally Accepted Accounting Principles have been established
and (B) taxes that are due but not yet payable.

(m) Environmental Matters. (i) If the failure to do so would
have a material adverse effect on the Borrower or any of its
Subsidiaries, conduct and complete all investigations, studies,
sampling, and testing and all remedial, removal, and other actions
necessary to clean up and remove all Hazardous Materials on, from,
or affecting its real property (A) in accordance with all
applicable federal, state, and local laws, regulations, rules, and
policies, (B) to the satisfaction of the Banks, and (C) in
accordance with the orders and directives of all federal, state,

EX-61

and local governmental authorities, and (ii) defend, indemnify, and
hold harmless the Banks, the Agent, their employees, agents,
officers, affiliates and directors, from and against any and all
claims, demands, penalties, fines, liabilities, settlements,
damages, costs, and expenses (including, without limitation,
attorney and consultant fees, investigation and laboratory fees,
court costs, and litigation expenses) of whatever kind or nature,
known or unknown, contingent or otherwise, arising out of or in any
way related to (A) the presence, disposal, release, or threatened
release of any Hazardous Materials which are on, from, or affecting
the soil, water, vegetation, buildings, personal property, persons,
animals, or otherwise in or on its real property; (B) any personal
injury (including wrongful death) or property damage (real or
personal) arising out of or related to Hazardous Materials on, from
or affecting the soil, water, vegetation, buildings, personal
property, persons, animals, or otherwise in or on its real
property; (C) any lawsuit brought or threatened, settlement
reached, or government order relating to Hazardous Materials on,
from or affecting the soil, water, vegetation, buildings, personal
property, persons, animals, or otherwise in or on its real
property; and/or (D) any violation of laws, orders, regulations,
requirements, or demands of governmental authorities, or any
policies or requirements of the Banks, which are based upon or in
any way related to Hazardous Materials on, from or affecting the
soil, water, vegetation, buildings, personal property, persons,
animals, or otherwise in or on its real property.

(n) Indemnity. Defend, indemnify and hold harmless the
Banks, the Agent, their employees, agents, officers, affiliates and
directors, from and against any and all claims, demands, penalties,
fines, liabilities, settlements, damages, costs and expenses
(including without limitation attorney and consultant fees, court
costs and litigation expenses) of whatever kind or nature, known or
unknown, contingent or otherwise, arising out of or in any way
related to any acquisition permitted by Section 10.01(h)(iv), (v)
or (vi) hereof including, without limitation, all claims of the
seller or sellers of any acquired company.

(o) Insurance. At all times keep its insurable properties
insured to such extent and against such risks, including, without
limitation, general comprehensive liability insurance, product
liability insurance, worker's compensation and other insurance
required by law, as is customary with companies of comparable size
in the same or similar businesses. The coverage as of the Closing
Date of each of the Borrower and its Subsidiaries is outlined as to
carrier, policy number, expiration date, type and amount in Exhibit
K hereto.

(p) Patents, Licenses and Trademarks. Preserve and protect
its patents, licenses, trademarks, trademark rights, tradenames,
tradename rights and copyrights.

(q) Books and Records. Keep true books of records and
accounts in accordance with Generally Accepted Accounting
Principles applied on a Consistent Basis, and in which full, true
and correct entries will be made of all of its dealings and
transactions.

(r) Inspection. Permit any officer of any of the Banks
designated in writing by such Bank, to visit and inspect any of its
properties, corporate books and financial records at such times as

EX-62

such Bank may reasonably request upon reasonable notice and during
ordinary business hours.

(s) Discussions with Accountants. Upon the written request
of any of the Banks, authorize any officer of such Bank to discuss
its financial statements and financial affairs at any time from
time to time with the independent certified public accountants of
the Borrower and its Subsidiaries upon reasonable notice and during
ordinary business hours.

(t) Notice of Defaults. Deliver to the Banks forthwith, upon
any Executive Officer of the Borrower obtaining knowledge of an
Event of Default or an event which would constitute an Event of
Default but for the requirement that notice be given or time elapse
or both, a certificate of the chief financial officer or other
Executive Officer of the Borrower specifying the nature and period
of existence thereof and what action the Borrower proposes to take
with respect thereto.

(u) Payment of Agent's Fee. Pay the fee to the Agent as set
forth in agent's fee agreement of even date herewith.

(v) Notices of Certain Events. Notify the Agent in writing
within five (5) Business Days after any Executive Officer of the
Borrower knows or has reason to know of the occurrence of any of
the following with respect to the Borrower or any of its
Subsidiaries:

(i) the pendency or commencement of any material
action, suit or proceeding at law or in equity wherein
the opposing party either seeks damages of more than
$250,000.00 in excess of applicable insurance coverage or
damages of more than $3,000,000.00 in any instance;

(ii) any event or condition which shall constitute
an event of default under any other agreement for
borrowed money in excess of $500,000.00;

(iii) any levy of an attachment, execution or other
process against a significant part of its assets; or

(iv) any change in any existing agreement or
contract which would likely materially adversely affect
the business or affairs, financial or otherwise, of the
Borrower and its Subsidiaries taken as a whole.

The Agent shall promptly notify the Banks of any notice received by
the Agent pursuant to this Section 9.01(v).

(w) ERISA. (i) Comply with the applicable provisions of the
Employee Retirement Income Security Act of 1974 as amended
("ERISA") where the failure so to comply might reasonably be
expected materially to impair the right of the Borrower or any of
its Subsidiaries to carry on business as now being conducted or to
affect materially adversely the financial condition of such
corporation and (ii) furnish to the Banks, (A) as soon as possible,
and in any event within five (5) Business Days after any Executive
Officer of the Borrower knows or has reason to know that any
Reportable Event with respect to any Plan has occurred, a statement
of the chief financial officer of the Borrower setting forth
details as to such Reportable Event and the action that the

EX-63

Borrower proposes to take with respect thereto, together with a
copy of the notice of such Reportable Event, if any, given to the
Pension Benefit Guaranty Corporation or any successor thereto
("PBGC"), and (B) promptly after the receipt or filing thereof, a
copy of any notice the Borrower or any of its Subsidiaries may
receive from the PBGC relating to the intention of PBGC to
terminate any Plan or to appoint a trustee to administer any Plan
and all reports and notices relating to any Reportable Event or
Prohibited Transaction (as defined in ERISA). For purposes hereof,

(1) "Plan" shall mean any employee plan which is
subject to the provisions of Title IV of ERISA and which
is maintained for employees of the Borrower or any of its
Subsidiaries or any other trade or business which is
under common control with the Borrower or any of its
Subsidiaries within the meaning of Section 414(c) of the
Internal Revenue Code of 1986, as amended, or the
regulations thereunder; and

(2) "Reportable Event" shall mean any Reportable
Event as defined in Section 4043 of ERISA or the
regulations thereunder for which the 30-day notice
requirement has not been waived by PBGC.

(x) Further Assurances. Execute any and all further
documents, agreements and instruments, and take all further actions
which may be required under applicable law, or which the Majority
Banks may reasonably request, in order to effectuate the
transactions contemplated by this Loan Agreement.

The provisions of subsections (m)(ii) and (n) of this Section 9.01
shall remain operative and in full force and effect regardless of
the expiration of this Loan Agreement.

ARTICLE X

NEGATIVE COVENANTS

10.01 Negative Covenants. The Borrower covenants and agrees
with the Banks and the Agent that, so long as this Loan Agreement
shall remain in effect or any Letter of Credit shall be outstanding
or the principal of or interest on any Revolving Credit Note, Money
Market Note or LC Reimbursement Obligation or any other expense or
amount payable hereunder remains unpaid, and until the Revolving
Credit Loan Commitments are terminated, without the prior written
consent of the Majority Banks, it will not nor will it enter into
any binding agreement to or permit any Subsidiary to:

(a) Indebtedness. Incur, create, assume or permit to exist
any Indebtedness, except

(i) the Revolving Credit Loans, the Letters of
Credit (and the related LC Reimbursement Obligations) and
the Money Market Loans;

(ii) existing Indebtedness set forth in Exhibit L
hereto (and renewals, refinancings or extensions (but not
any increases in the outstanding principal amount)
thereof on terms and conditions no less favorable to the
applicable obligor than the terms and conditions of such
existing Indebtedness);

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(iii) unsecured Indebtedness of any Domestic Subsidiary,
provided that at no time shall (A) the sum of (1) the
aggregate outstanding principal amount of all Indebtedness of
Domestic Subsidiaries permitted under clause (ii) above to the
extent not backed or guaranteed by a Letter of Credit issued
hereunder, plus (2) the aggregate outstanding principal amount
of all Indebtedness of Domestic Subsidiaries permitted under
this clause (iii), plus (3) the aggregate outstanding
principal amount of all Guaranty Obligations of Domestic
Subsidiaries permitted under Section 10.01(g) hereof, plus (4)
the aggregate outstanding amount of investments permitted
under Section 10.01(h)(vi) hereof, plus (5) the aggregate
outstanding principal amount of all loans and advances
permitted under Section 10.01(k)(iii) hereof, plus (6) the
aggregate outstanding amount of investments permitted under
Section 10.01(m) hereof, exceed (B) 25% of Book Net Worth as
of the end of the then immediately preceding fiscal quarter;

(iv) unsecured Indebtedness of any Canadian Subsidiary to
a Canadian Lender, provided that at no time shall (A) the sum
of (1) the aggregate outstanding principal amount of all
Indebtedness of Canadian Subsidiaries permitted under clause
(ii) above, plus (2) the aggregate outstanding principal
amount of all Indebtedness of Canadian Subsidiaries permitted
under this clause (iv), plus (3) the aggregate outstanding
principal amount of all Guaranty Obligations of Canadian
Subsidiaries permitted under Section 10.01(g) hereof, exceed
(B) $50,000,000.00;

(v) unsecured Indebtedness of any Subsidiary of the
Borrower to the extent that such Indebtedness is backed or
guaranteed by a Letter of Credit issued hereunder; and

(vi) in addition to the Indebtedness otherwise permitted by
this Section 10.01(a), other Indebtedness (other than Guaranty
Obligations) hereafter incurred, created or assumed by the
Borrower provided that (A) the loan documentation with respect
to such Indebtedness shall not contain covenants or default
provisions more restrictive than the covenants and default
provisions contained in the Loan Documents and (B) on the date
of incurrence, creation or assumption of such Indebtedness
after giving effect on a Pro Forma Basis to the incurrence of
such Indebtedness and to the concurrent retirement of any
other Indebtedness of the Borrower or any of its Subsidiaries,
no Event of Default or event or condition which, with the
giving of notice or lapse of time or both, would constitute
such an Event of Default, would exist hereunder.

(b) Liens. Incur, create, assume or permit to exist any
mortgage, pledge, lien, charge or other encumbrance of any nature
whatsoever on any of its assets, now or hereafter owned, other than

(i) liens in favor of the Agent, on behalf of the
Banks, arising after the Closing Date;

(ii) existing liens as set forth in Exhibit F
hereto;

(iii) any unfiled lien of materialmen, mechanics,
workmen, warehousemen, carriers, landlords or repairmen;
provided that if such a lien shall be perfected and shall

EX-65

not be contested in good faith, it shall be discharged of
record immediately by payment, bond or otherwise;

(iv) tax liens for taxes which are not yet due and
payable or which are being contested in good faith and by
appropriate proceedings and against which reserves in
accordance with Generally Accepted Accounting Principles
have been established;

(v) condemnation actions;

(vi) easements, rights-of-way, restrictions and
other similar encumbrances that do not reduce in any
material respect the value of the applicable real
property; and

(vii) purchase money liens securing purchase money
Indebtedness provided that (A) any such lien shall
attach to the asset(s) financed concurrently with or
within 90 days after the acquisition thereof; (B) the
total of all Indebtedness secured by such liens for the
Borrower and its Subsidiaries taken together shall not
exceed an aggregate principal amount of $5,000,000.00 at
any one time outstanding; (C) the Indebtedness secured by
any such lien when incurred shall not exceed the purchase
price of the asset(s) financed; and (D) the Indebtedness
secured by any such lien shall not be refinanced for a
principal amount in excess of the principal balance
outstanding thereon at the time of such refinancing.

(c) Acquisitions, Consolidations, Mergers, etc. Acquire,
consolidate, merge or combine with any Person; provided, however,
(i) the Borrower and its Subsidiaries may acquire, by purchase,
consolidation, merger, combination or otherwise, the companies
described in Section 10.01(h)(iv) or (v) hereof so long as the
Borrower or such Subsidiary is the surviving corporation; (ii) the
Borrower may merge with any Subsidiary so long as the Borrower is
the surviving corporation; and (iii) any Subsidiary of the Borrower
may merge with another Subsidiary of the Borrower.

(d) Asset Sales, etc. Sell, transfer or otherwise dispose of
any of its properties and assets (including without limitation any
Capital Stock in any of its Subsidiaries) except:

(i) sales or leases in the ordinary course of business;
and

(ii) other non-ordinary course of business sales
(including Sale/Leaseback Transactions permitted by Section
10.01(e) hereof) provided that (A) the aggregate net book
value of the assets sold by the Borrower or any of its
Subsidiaries in all such transactions in any fiscal year does
not exceed 10% of Total Assets as of the end of the
immediately preceding fiscal year, (B) the aggregate net book
value of the assets sold by the Borrower or any of its
Subsidiaries in all such transactions after the Closing Date
does not exceed 25% of Total Assets as of the end of the
fiscal year immediately preceding the then current fiscal
year, (C) the sale price for any asset sold in any such
transaction shall not be less than the fair market value of
such asset, (D) each such transaction involving assets having

EX-66

a net book value of $5,000,000.00 or more shall be on an arms-
length basis with a wholly independent third party and (E) no
Event of Default nor any event or condition which, with the
giving of notice or lapse of time or both, would constitute an
Event of Default, shall have occurred and be continuing at the
time of any such sale or shall result upon giving effect
thereto; provided, however, that each of the Borrower and its
Subsidiaries may enter into leases as lessor in the ordinary
course of such Person's business.

(e) Sale/Leasebacks. Enter into any arrangement (a
"Sale/Leaseback Transaction"), directly or indirectly, with any
Person whereby the Borrower or any of its Subsidiaries shall sell
or transfer any property, real or personal, whether now owned or
hereafter acquired, and used or useful in such Person's business,
and thereafter rent or lease such property or other property which
such Person intends to use for substantially the same purpose or
purposes as the property being sold or transferred; provided that
the Borrower and its Subsidiaries may enter into any Sale/Leaseback
Transaction if (i) such transaction would be permitted under
Section 10.01(d) hereof; and (ii) the net cash proceeds of each
such transaction are applied immediately to repay or prepay the
Borrower's obligations hereunder and under the Revolving Credit
Notes (which repayments and/or prepayments shall not reduce the
Revolving Credit Loan Commitments of the Banks hereunder).

(f) Dissolution, etc. Seek or permit dissolution,
liquidation, or termination in whole or in part of the Borrower or
any Subsidiary, provided, however that any Subsidiary of the
Borrower of which 85% or more of the Capital Stock is owned by the
Borrower, either directly or indirectly through Subsidiaries, may
be dissolved, liquidated, or terminated in whole or in part.

(g) Guarantees. Incur, create, assume or permit to exist any
Guaranty Obligations, except for:

(i) existing unsecured Guaranty Obligations of the
Borrower set forth in Exhibit L hereto (and renewals,
refinancings or extensions (but not any increases in the
outstanding principal amount) thereof on terms and conditions
no less favorable to the Borrower than the terms and
conditions of such existing Guaranty Obligation);

(ii) unsecured Guaranty Obligations of any Domestic
Subsidiary, provided that at no time shall (A) the sum of (1)
the aggregate outstanding principal amount of all Guaranty
Obligations of Domestic Subsidiaries permitted under this
Section 10.01(g) hereof, plus (2) the aggregate outstanding
principal amount of all Indebtedness of Domestic Subsidiaries
permitted under Section 10.01(a)(ii) hereof to the extent not
backed or guaranteed by a Letter of Credit issued hereunder,
plus (3) the aggregate outstanding principal amount of all
Indebtedness of Domestic Subsidiaries permitted under Section
10.01(a)(iii) hereof, plus (4) the aggregate outstanding
amount of investments permitted under Section 10.01(h)(vi)
hereof, plus (5) the aggregate outstanding principal amount of
all loans and advances permitted under Section 10.01(k)(iii)
hereof, plus (6) the aggregate outstanding amount of
investments permitted under Section 10.01(m) hereof, exceed
(B) 25% of Book Net Worth as of the end of the then
immediately preceding fiscal quarter;

EX-67

(iii) unsecured Guaranty Obligations of any Canadian
Subsidiary of any Indebtedness of any other Canadian
Subsidiary permitted under Section 10.01(a)(iv) hereof,
provided that at no time shall (A) the sum of (1) the
aggregate outstanding principal amount of all Guaranty
Obligations of Canadian Subsidiaries permitted under Section
10.01(g) hereof, plus (2) the aggregate outstanding principal
amount of all Indebtedness of Canadian Subsidiaries permitted
under Section 10.01(a)(iv) hereof, exceed (B) $50,000,000.00;
and

(iv) in addition to Guaranty Obligations otherwise
permitted by this Section 10.01(g), other unsecured Guaranty
Obligations hereafter incurred, created or assumed by the
Borrower provided that (A) no such Guaranty Obligation shall
be incurred in respect of any Indebtedness or other monetary
obligations of any Subsidiary of the Borrower, (B) the
guaranty agreement with respect to any such Guaranty
Obligation shall not contain covenants or default provisions
more restrictive than the covenants and default provisions
contained in the Loan Documents and (C) on the date of
incurrence of any such Guaranty Obligation after giving effect
on a Pro Forma Basis to the incurrence, creation or assumption
of such Guaranty Obligation, no Event of Default or event or
condition which, with the giving of notice or lapse of time or
both, would constitute such an Event of Default, would exist
hereunder.

(h) Investments. Purchase, own, invest in or otherwise
acquire, directly or indirectly, any stock or other securities, or
make or permit to exist any investment or capital contribution or
acquire any interest whatsoever in any other Person or permit to
exist any loans or advances for such purposes; provided, however,
the Borrower and its Subsidiaries may maintain existing investments
in the other Subsidiaries of the Borrower and the Borrower and its
Subsidiaries may maintain investments in or invest in.

(i) direct obligations of the United States of
America, or any agency thereof or obligations guaranteed
by the United States of America; provided, that such
obligations mature within one year from the date of
acquisition thereof;

(ii) certificates of deposit maturing within one
year from the date of acquisition issued by one of the
Banks, or by any other bank or trust company organized
under the laws of the United States or any state thereof
having a long term debt rating of A or better by ▇▇▇▇▇'▇
Investors Service, Inc. and/or Standard and Poor's
Corporation and not known by the Borrower to be having
financial difficulties;

(iii) commercial paper rated P-1 or P-2 by ▇▇▇▇▇'▇
Investors Service, Inc. (Commercial Paper Record) and
rated A-1 or A-2 by Standard and Poors Corporation
(Commercial Paper Ratings Guide);

(iv) companies (including Canadian companies)
conducting a line of business similar to and compatible
with (A) the business formerly conducted by ▇▇▇▇▇▇▇, (B)
the business of US Cryogenics, Inc. prior to its sale by

EX-68

US Airgas, Inc., (C) the business of Nitrous Oxide,
Leasing and those other Subsidiaries of the Borrower
which conduct a gas distribution business, including the
distribution of equipment and/or supplies related thereto
or (D) the business of distributing equipment and/or
supplies which are sold to customers of a gas
distribution business;

(v) capital assets for companies described in
clause (iv) above, acquired incidental to and within 12
months after the acquisition of such company;

(vi) companies having a business involving the
financing of customers and suppliers of any of the
Borrower and its Subsidiaries, provided that at no time
shall (A) the sum of (1) the aggregate outstanding amount
of investments permitted under this clause (vi), plus (2)
the aggregate outstanding principal amount of all
Indebtedness of Domestic Subsidiaries permitted under
Section 10.01(a)(ii) hereof to the extent not backed or
guaranteed by a Letter of Credit issued hereunder, plus
(3) the aggregate outstanding principal amount of all
Indebtedness of Domestic Subsidiaries permitted under
Section 10.01(a)(iii) hereof, plus (4) the aggregate
outstanding principal amount of all Guaranty Obligations
of Domestic Subsidiaries permitted under Section 10.01(g)
hereof, plus (5) the aggregate outstanding principal
amount of loans and advances permitted under Section
10.01(k)(iii) hereof, plus (6) the aggregate outstanding
amount of investments permitted under Section 10.01(m)
hereof, exceed (B) 25% of Book Net Worth as of the end of
the then immediately preceding fiscal quarter; and

(vii) investments permitted by Section 10.01(m)
hereof.

(i) Receivables Sales. Discount or sell any of its notes or
accounts receivable; provided, however, the Borrower or any of its
Subsidiaries may discount or sell installment sales contracts
relating to the sale of cylinders or equipment held for sale in the
normal course of business.

(j) Transactions with Affiliates. Enter into any
transaction, including, without limitation, the purchase, sale,
leasing or exchange of property, real or personal, or the rendering
of any service, with any Affiliate or Subsidiary, or any
stockholder, officer or director of the Borrower or any of its
Subsidiaries, except in the ordinary course of and pursuant to the
reasonable requirements of such Person's business and upon fair and
reasonable terms no less favorable as a whole to such Person than
would obtain in a comparable arm's-length transaction with a Person
not an Affiliate, Subsidiary, stockholder, officer or director of
the Borrower or any of its Subsidiaries; provided, however, that
any Subsidiary of the Borrower may issue, sell and/or distribute to
officers of such Subsidiary additional shares of stock in such
Subsidiary not to exceed 15% in the aggregate of any class of stock
of such Subsidiary for all such officers.

(k) Loans and Advances. Make any loans or advances to any
Person except:

EX-69

(i) loans or advances in the ordinary course of business
including any loans or advances made in connection with the
sale of cylinders on an installment basis;

(ii) loans or advances to any Subsidiary of the Borrower;
and
(iii) additional loans and investments provided that at
no time shall (A) the sum of (1) the aggregate outstanding
principal amount of loans and advances permitted under this
clause (iii), plus (2) the aggregate outstanding principal
amount of all Indebtedness of Domestic Subsidiaries permitted
under Section 10.01(a)(ii) hereof to the extent not backed or
guaranteed by a Letter of Credit issued hereunder, plus (3)
the aggregate outstanding principal amount of all Indebtedness
of Domestic Subsidiaries permitted under Section 10.01(a)(iii)
hereof, plus (4) the aggregate outstanding principal amount of
all Guaranty Obligations of Domestic Subsidiaries permitted
under Section 10.01(g) hereof, plus (5) the aggregate
outstanding amount of investments permitted under Section
10.01(h)(vi) hereof, plus (6) the aggregate outstanding amount
of investments permitted under Section 10.01(m) hereof, exceed
(B) 25% of Book Net Worth as of the end of the then
immediately preceding fiscal quarter.

(l) Dividends. Declare or pay any cash dividends (other than
stock dividends) or redeem or retire any of its capital stock at
any time when there exists, or if, as a consequence thereof, there
would occur, any Event of Default or any event or condition which,
with the giving of notice or lapse of time or both, would
constitute such an Event of Default.

(m) Partnerships, Joint Ventures, etc. Create or permit to
exist any partnerships or joint ventures or make any similar
substantial investment if (i) the sum of (A) the aggregate
outstanding amount of investments permitted under this Section
10.01(m), plus (B) the aggregate outstanding principal amount of
all Indebtedness of Domestic Subsidiaries permitted under Section
10.01(a)(ii) hereof to the extent not backed or guaranteed by a
Letter of Credit issued hereunder, plus (C) the aggregate
outstanding principal amount of all Indebtedness of Domestic
Subsidiaries permitted under Section 10.01(a)(iii) hereof, plus (D)
the aggregate outstanding principal amount of all Guaranty
Obligations of Domestic Subsidiaries permitted under Section
10.01(g) hereof, plus (E) the aggregate outstanding amount of
investments permitted under Section 10.01(h)(vi) hereof, plus (F)
the aggregate outstanding amount of investments permitted under
Section 10.01(k)(iii) hereof, would exceed (ii) 25% of Book Net
Worth as of the end of the then immediately preceding fiscal
quarter.

(n) Line of Business. Enter into a line of business other
than (i) a line of business which is similar to and compatible with
(A) the business formerly conducted by ▇▇▇▇▇▇▇, (B) the business of
US Cryogenics, Inc. prior to its sale to US Airgas, Inc. or (C) the
business of Nitrous Oxide, Leasing and those other Subsidiaries of
the Borrower which conduct a gas distribution business, including
the distribution of equipment and/or supplies related thereto, (ii)
a business involving the financing of customers and suppliers of
any of the Borrower and its Subsidiaries or (iii) any other
business conducted by the Borrower or any of its Subsidiaries as of
the Closing Date.

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(o) Changes in Accounting Practices. Change its current
accounting practices regarding recognition of income except in
connection with changes in Generally Accepted Accounting
Principles.

(p) Funded Debt Coverage Ratio. Permit the Funded Debt
Coverage Ratio as of the end of any fiscal quarter to be greater
than 4.5 to 1.0; provided, however, the Borrower shall not permit
the Funded Debt Coverage Ratio to be greater than 4.0 to 1.0 as of
any fiscal quarter end occurring four or more fiscal quarters after
any fiscal quarter end as of which the Funded Debt Coverage Ratio
was greater than 4.0 to 1.0.

(q) Fixed Charge Coverage Ratio. Permit the Fixed Charge
Coverage Ratio as of the end of any fiscal quarterly period to be
less than 1.75 to 1.00.

(r) Minimum Book Net Worth. Permit Book Net Worth at any
time to be less than $170,000,000.00; provided, however, (i) such
amount shall be increased at the end of each fiscal year
(commencing with the end of the fiscal year ending March 31, 1996)
by an amount equal to the greater of $5,000,000.00 or 75% of the
Borrower and its Subsidiaries' net income for the fiscal year then
ending (computed on a consolidated basis in accordance with
Generally Accepted Accounting Principles); (ii) in addition to any
increases pursuant to clause (i) above, such amount shall also be
increased by 75% of the net proceeds received by the Borrower or
any of its Subsidiaries in connection with (A) any private or
public sale or placement of its common or preferred stock
(including, without limitation, any placement of stock in
connection with the exercise of warrants or options) or (B) the
conversion of any Subordinated Debt into equity; and (iii) such
amount shall be decreased by (A) the aggregate cumulative amount,
but in any event not to exceed $30,000,000.00 for purposes of this
clause (A), of all payments made by the Borrower subsequent to the
Closing Date for the redemption, retirement or other repurchase of
any shares of the common stock of the Borrower other than any such
common stock of the type described in the following clause (B), and
(B) 75% of the aggregate market value, determined in each case as
of the date of issuance thereof, of all capital stock of the
Borrower issued to and held by the sellers of any company of the
type described in Section 10.01(h)(iv) or 10.01(h)(v) in connection
with the acquisition by the Borrower of such company, provided that
in any such case such capital stock has not been (1) issued and
outstanding for more than 18 months or (2) redeemed, retired or
repurchased by the Borrower.

(s) Prepayments of Indebtedness, etc. If any Event of
Default, or any event which upon notice or lapse of time or both
would constitute such an Event of Default, has occurred and is
continuing or would be directly or indirectly caused as a result
thereof, (i) amend or modify (or permit the amendment or
modification of) any of the terms of any Indebtedness for borrowed
money if such amendment or modification would add or change any
terms in a manner adverse to the issuer of such Indebtedness, or
shorten the final maturity or average life to maturity or require
any payment to be made sooner than originally scheduled or increase
the interest rate applicable thereto or change any subordination
provision thereof or (ii) make (or give any notice with respect
thereto) any voluntary or optional payment or prepayment or
redemption or acquisition for value of (including without

EX-71

limitation, by way of depositing money or securities with the
trustee with respect thereto before due for the purpose of paying
when due), refund, refinance or exchange of any other Indebtedness.

(t) Payments on Subordinated Debt. Except as otherwise
permitted in writing by the Majority Banks, make any payment of
principal or interest on any Subordinated Debt if at the time of
the proposed payment the documents evidencing such Subordinated
Debt provide that the holders thereof shall not be entitled to
receive payment thereof until the term of this Loan Agreement shall
have expired in accordance with the provisions of Section 13.11
hereof.

(u) Amendment of Subordinated Debt Documents. Except as
otherwise permitted in writing by the Majority Banks, enter into
any modification or amendment of the terms or provisions of either
Senior Subordinated Note Purchase Agreement or any other document
executed in connection with the Subordinated Debt if such
modification or amendment would add or change any terms in a manner
adverse to the Borrower or the Banks.

ARTICLE XA

INCORPORATION OF SUBORDINATED DEBT COVENANTS

10A.01 Incorporation of Subordinated Debt Covenants. The
covenants contained in Section 10 of each of the Senior
Subordinated Note Purchase Agreements, as such covenants may be
amended or modified from time to time (the "Incorporated
Covenants"), are hereby incorporated herein by reference and shall
be as binding on the Borrower as if set forth fully herein. In the
event that both of the Senior Subordinated Note Purchase Agreements
are terminated, the provisions of this Section 10A.01 shall have no
further force or effect.

ARTICLE XI

EVENTS OF DEFAULT AND ACCELERATION

11.01 Events of Default and Acceleration. If any of the
following events (the "Events of Default") shall occur and be
continuing:

(a) (i) the failure of the Borrower to make when due any
payment of interest, fees or other amounts required by this Loan
Agreement and/or any of the other Loan Documents (other than a
payment of principal) and the continuation of such failure for five
(5) days; or (ii) the failure of the Borrower to make when due any
payment of principal required by this Loan Agreement and/or any of
the Revolving Credit Notes or Money Market Notes;

(b) the failure of the Borrower to comply with any other
terms and conditions in this Loan Agreement (including without
limitation any covenant incorporated herein by reference pursuant
to Section 10A.01 hereof) or the other Loan Documents within 30
days after the earlier to occur of (i) written notice from the
Agent specifying the default and requesting that it be remedied; or
(ii) an Executive Officer of the Borrower becomes aware of such
violation;

EX-72

(c) any representation or warranty made by the Borrower
herein or in any of the other Loan Documents or in any certificate,
statement or report heretofore or hereafter made (or deemed made
pursuant to Article VII hereof) shall be untrue in any material
respect when made (or deemed made);

(d) the Borrower or any of its Subsidiaries:

(i) shall make an assignment for the benefit of
creditors; or

(ii) shall file any judicial proceedings for
dissolution or liquidation; or

(iii) (A) has a petition initiating a proceeding
under any section or chapter of the Bankruptcy Code or
its amendments, filed by or against such Person, and, if
against such Person, such petition is not set aside or
dismissed within sixty (60) days after such filing, or
(B) any order of relief or other order approving such
case or proceeding is entered; or

(iv) has a receiver, trustee or custodian appointed
for all or a material part of its assets which, if
involuntary, is not dismissed within 60 days of such
appointment; or

(v) seeks to make an adjustment, settlement or
extension of its debts with its creditors generally; or

(vi) shall consent to or acquiesce in any of the
events specified in this subsection (d) which are
commenced or instituted against such Person;

(e) one or more judgments or decrees shall be entered against
the Borrower or any of its Subsidiaries involving in the aggregate
liabilities (to the extent not paid or to the extent not fully
covered by insurance or by adequate reserves (as determined by the
Majority Banks in their sole reasonable discretion) provided by
such Person) of $1,000,000.00 or more and all or some of such
judgments and decrees (to the extent necessary to reduce the
aggregate liability to less than $1,000,000.00) shall not have been
vacated, discharged or stayed within 30 days from the entry
thereof;

(f) the Borrower or any of its Subsidiaries in the
performance of any other agreement between it and any other lender
(including without limitation one of the Banks) fails to pay when
due any Indebtedness having a principal balance (alone or in the
aggregate) in excess of $1,000,000.00 or otherwise defaults with
respect to any such Indebtedness and such default results in or
would permit the acceleration thereof, unless, with respect to any
Indebtedness permitted under Section 10.01(a)(vi) hereof in favor
of the sellers of companies described in Section 10.01(h)(iv), (v)
and (vi) hereof, such default is in connection with a bona fide
dispute as to the right of the applicable Person to offset such
Indebtedness against indemnification obligations of the holder of
such Indebtedness to such Person and such Person shall have made
adequate provision (as determined by the Majority Banks in their
sole reasonable discretion) for such Indebtedness on its books of
account;

EX-73

(g) any Person and/or its Affiliates (other than members of
the Management Team as of the Closing Date) shall own in the
aggregate more than 35% of the Voting Stock of the Borrower;
provided, however, such occurrence shall not constitute an Event of
Default hereunder until a period of 30 days has elapsed from the
date of the acquisition by such Person and/or its Affiliates of
Voting Stock of the Borrower which gives such Person and/or its
Affiliates an aggregate ownership of more than 35% of the Voting
Stock of the Borrower; provided further, if such Person and/or its
Affiliates have filed a tender offer statement with the Securities
and Exchange Commission in connection with such acquisition, the
30 day period referenced above in the foregoing proviso shall
commence on the date of the filing with the Securities and Exchange
Commission of such tender offer statement;

(h) the Borrower or any of its Subsidiaries or other member
of the Controlled Group shall fail to pay when due an amount or
amounts aggregating in excess of $1,000,000.00 which it shall have
become liable to pay under Title IV of ERISA; or notice of intent
to terminate a Plan or Plans which in the aggregate have unfunded
liabilities in excess of $1,000,000.00 (individually and
collectively, a "Material Plan") shall be filed under Title IV of
ERISA by any member of the Controlled Group, any plan administrator
or any combination of the above; or the PBGC shall institute
proceedings under Title IV of ERISA to terminate, to impose
liability (other than for premiums under Section 4007 of ERISA) in
respect of, or to cause a trustee to be appointed to administer,
any Material Plan; or a condition shall exist by reason of which
the PBGC would be entitled to obtain a decree adjudicating that any
Material Plan must be terminated; or there shall occur a complete
or partial withdrawal from, or a default (within the meaning of
Section 4219(c)(5) of ERISA) with respect to, one or more
Multiemployer Plans which could cause one or more members of the
Controlled Group to incur a current payment obligation in excess of
$1,000,000.00;

(i) an event of default shall occur under any of the other
Loan Documents;

then, and in every such event (other than an event described in
paragraph (d) above) and at any time thereafter during the
continuance of such event, the Agent shall, upon request of the
Majority Banks, by written notice to the Borrower, take any or all
of the following actions, at the same or different times: (i)
terminate forthwith the commitments of all the Banks and the LC
Agent hereunder to make Extensions of Credit; (ii) declare the
Revolving Credit Notes, the Money Market Notes and the LC
Reimbursement Obligations and all fees and other amounts payable
hereunder to be forthwith due and payable, whereupon the Revolving
Credit Notes, the Money Market Notes and the LC Reimbursement
Obligations, both as to principal and interest, and all fees and
other amounts payable hereunder, shall become forthwith due and
payable without presentment, demand, protest or any other notice of
any kind, all of which are hereby expressly waived by the Borrower,
anything contained herein or in the Revolving Credit Notes or the
Money Market Notes to the contrary notwithstanding; and (iii)
pursue any other remedy under this Loan Agreement or any other Loan
Document or otherwise; and, in any event described in paragraph (d)
above, the commitments of all the Banks and of the LC Agent
hereunder to make Extensions of Credit shall automatically
terminate and the Revolving Credit Notes, the Money Market Notes

EX-74

and the LC Reimbursement Obligations, both as to principal and
interest, and all fees and other amounts payable hereunder, shall
automatically become due and payable without presentment,
demand,protest or other notice of any kind, all of which are hereby
expressly waived by the Borrower, anything contained herein or in
the Revolving Credit Notes or the Money Market Notes to the
contrary notwithstanding, and the Agent may pursue any other remedy
under this Loan Agreement or any other Loan Document or otherwise.

ARTICLE XII

THE AGENT

12.01 Appointment and Authorization. Each Bank hereby
irrevocably designates and appoints the Agent as the agent of such
Bank under this Loan Agreement and the other Loan Documents, and
each Bank hereby irrevocably authorizes the Agent, as the agent for
such Bank, to take such action on its behalf under the provisions
of this Loan Agreement and the other Loan Documents and to exercise
such powers and perform such duties as are expressly delegated to
the Agent by the terms of this Loan Agreement and the other Loan
Documents, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Loan Agreement, or any of the other Loan
Documents, the Agent shall not have any duties or responsibilities,
except those expressly set forth herein and therein, or any
fiduciary relationship with any Bank, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities
shall be read into this Loan Agreement or the other Loan Documents
or otherwise exist against the Agent.

12.02 Use of Agents, etc. The Agent may execute any of its
duties under this Loan Agreement or the other Loan Documents by or
through agents 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 agents or attorneys-in-fact selected by it with reasonable
care.

12.03 General Immunity. Neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or
omitted to be taken by it or such Person under or in connection
with any of the Loan Documents (except for its or such Person's own
gross negligence or willful misconduct), or (ii) responsible in any
manner to any of the Banks for any recitals, statements,
representations or warranties made by the Borrower contained in any
of the Loan Documents 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, the Loan Documents or enforce-
ability or sufficiency of any of the Loan Documents, or for any
failure of the Borrower to perform its obligations hereunder or
thereunder. The Agent shall not be under any obligation to any
Bank to ascertain or to inquire as to the observance or performance
of any of the agreements contained in, or conditions of, any of the
Loan Documents or to inspect the properties, books or records of
the Borrower or any of its Subsidiaries.

EX-75

12.04 Reliance, etc. The Agent shall be entitled to rely,
and shall be fully protected in relying, upon any Revolving Credit
Note, Money Market Note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy,
telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon
advice and statements of legal counsel (including, without
limitation, counsel to the Borrower), independent accountants and
other experts selected by the Agent. The Agent may deem and treat
the payee of any Revolving Credit Note or Money Market Note as the
owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed
with the Agent. The Agent shall be fully justified in failing or
refusing to take any action under any of the Loan Documents unless
it shall first receive such advice or concurrence of the Banks as
it deems appropriate or it shall first be indemnified to its
satisfaction by the Banks against any and all liability and expense
which may be incurred by it by reason of taking or continuing to
take any such action. The Agent shall in all cases be fully
protected in acting, or in refraining from acting, under any of the
Loan Documents in accordance with a request of the Banks, and such
request and any action taken or failure to act pursuant thereto
shall be binding upon all the Banks and all future holders of the
Revolving Credit Notes or the Money Market Notes.

12.05 Events of Default. The Agent shall not be deemed to
have knowledge or notice of the occurrence of any Event of Default
hereunder unless the Agent has received notice from a Bank or the
Borrower referring to the applicable Loan Document and describing
such Event of Default. In the event that the Agent receives such
a notice, the Agent shall give notice thereof to the Banks. The
Agent shall take such action with respect to such Event of Default
as shall be directed in accordance with Section 11.01 or Section
13.05 hereof; provided that, unless and until the Agent shall have
received such directions, the Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with
respect to such Event of Default as it shall deem advisable in the
best interests of the Banks.

12.06 No Representations. Each Bank expressly acknowledges
that neither the Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates has made any
representations or warranties to it and that no act by the Agent or
any affiliate thereof hereafter taken, including any review of the
affairs of the Borrower and its Subsidiaries, shall be deemed to
constitute any representation or warranty by the Agent to any Bank.
Each Bank represents to the Agent that it has, independently and
without reliance upon the Agent or any other Bank, and based on
such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business,
operations, property, financial and other condition and
creditworthiness of the Borrower and made its own decision to make
its loans hereunder and enter into this Loan Agreement. Each Bank
also represents that it will, independently and without reliance
upon the Agent or the other Banks, 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 Loan Agreement, and to make such
investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and

EX-76

creditworthiness of the Borrower. Except for notices, reports and
other documents expressly required to be furnished to the Banks by
the Agent hereunder, the Agent shall not have any duty or
responsibility to provide any Bank with any credit or other
information concerning the business, operations, property,
financial and other condition or creditworthiness of the Borrower
which may come into the possession of the Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or
affiliates.

12.07 Indemnification of Agent. The Banks agree to indemnify
the Agent in its capacity as such (to the extent not reimbursed by
the Borrower, and without limiting the obligation of the Borrower
to do so), ratably according to the respective amounts outstanding
to the Borrower, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever which may
at any time (including without limitation at any time following the
payment of the Revolving Credit Notes and the Money Market Notes)
be imposed on, incurred by or asserted against the Agent in any way
relating to or arising out of the Loan Documents or any documents
contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby or any action taken or
omitted by the Agent under or in connection with any of the
foregoing; provided that no Bank shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Agent's gross negligence or
willful misconduct; provided, further, no Bank shall be obligated
for the ratable share of such indemnity obligations of any other
Bank. The agreements in this subsection shall survive the payment
of the Revolving Credit Notes and the Money Market Notes and all
other amounts payable hereunder.

12.08 Dealings with the Borrower. The Agent and its
affiliates may make loans to, accept deposits from and generally
engage in any kind of business with the Borrower or any of its
Subsidiaries as though the Agent were not the Agent hereunder.
With respect to its Revolving Credit Loans made or renewed by it,
any Letters of Credit and any Revolving Credit Note or Money Market
Note issued to it, the Agent shall have the same rights and powers
under this Loan Agreement as any Bank and may exercise the same as
though it were not the Agent.

12.09 Resignation and Removal. The Agent may resign at any
time by giving written notice thereof to the Banks and the Borrower
and may be removed at any time with or without cause by the
Majority Banks. Upon any such resignation or removal, the Majority
Banks shall have the right, with the prior written consent of the
Borrower (not to be unreasonably withheld), to appoint a successor
Agent. If no successor Agent shall have been so appointed by the
Majority Banks, and shall have accepted such appointment, within 30
days after the retiring Agent's giving of notice of resignation or
the Majority Banks' removal of the retiring Agent, then the
retiring Agent shall select a successor Agent provided such
successor Agent is a commercial bank organized under the laws of
the United States of America or of any State thereof and has a
combined capital and surplus of at least $400,000,000.00. Upon the
acceptance of any appointment as Agent hereunder by a successor
Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the

EX-77

retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations under this Loan Agreement and the other Loan
Documents. After any retiring Agent's resignation or removal
hereunder as Agent, the provisions of this Article XII shall inure
to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Loan Agreement and the other Loan
Documents.

ARTICLE XIII

MISCELLANEOUS

13.01 Notices. All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing
or by telefax and, unless otherwise expressly provided herein,
shall be deemed to have been duly given or made when delivered by
hand, or when deposited in the mail, first-class postage prepaid,
or, in the case of telefax notice, when sent, addressed as follows,
or to such address or other address as may be hereafter notified by
the respective parties hereto and any future holders of the
Revolving Credit Notes:

(a) if to the Borrower, to it at Five Radnor Corporate
Center, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention
of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Facsimile No. 610-687-1052);

With a copy to: ▇▇▇▇▇▇▇▇▇▇, Keen & ▇▇▇▇▇▇▇
Five Radnor Corporate Center
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
(Facsimile No. 610-341-1099)

(b) if to the Agent, to it at NationsBank ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention of M. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ (Facsimile No. 704-386-3271);

With a copy to: NationsBank, N.A. (Carolinas)
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(Facsimile No. 704-386-9923);

(c) if to a Bank, to it at its address (or telecopy number)
set forth on Exhibit A or in the assignment agreement pursuant to
which such Bank became a party hereto.

13.02 No Waiver: Remedies Cumulative. No failure or delay on
the part of any of the Banks in the exercise of any right, power or
privilege hereunder or under any other Loan Document shall operate
as a waiver of any such right, power or privilege nor shall any
such failure or delay preclude any other or further exercise
thereof. The rights and remedies herein provided are cumulative
and not exclusive of any rights or remedies provided by law.

13.03 Survival of Certain Provisions, etc. All covenants,
agreements, representations and warranties made herein and in the
other Loan Documents shall survive the making by the Banks of all
Extensions of Credit and the execution and delivery to the Banks of
the Loan Documents and shall continue in full force and effect so

EX-78

long as any of the indebtedness of the Borrower to the Banks or any
obligations of the Banks under the Revolving Credit Loan
Commitments remain outstanding. Whenever in this Loan Agreement
any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party and all
covenants, provisions and agreements by or on behalf of the
Borrower which are contained in the Loan Documents or this Loan
Agreement shall inure to the benefit of the successors and assigns
of the Banks.

13.04 Payment of Expenses, etc.

(a) The Borrower agrees (i) to pay all reasonable out-of-
pocket costs and expenses of the Agent in connection with the
preparation, execution and delivery of the Loan Documents,
including, without limitation, the reasonable fees and
out-of-pocket expenses of special counsel to the Agent, and (ii) to
pay the reasonable out-of-pocket costs and expenses of the Banks in
connection with the enforcement of or, during the continuance of an
Event of Default and after the Loans have been accelerated in
accordance with the terms of Section 11.01 hereof, the protection
of the rights of the Banks under this Loan Agreement and the other
Loan Documents and to hold the Banks harmless from any and all such
costs, expenses and liabilities. In addition, the Borrower agrees
to pay to each Bank an amendment fee of not less than $3,000.00 on
the effective date of each agreement hereafter entered into among
the Borrower and the Banks (or the Agent on behalf of the Banks)
effecting any material amendment, modification or waiver of the
terms of this Loan Agreement, including without limitation any such
agreement relating to any provision set forth in Article VII,
Article VIII, Article IX, Article X, Article XA or Article XI
hereof. The Banks hereby acknowledge and agree that no amendment
fee shall be payable pursuant to this Section 13.04 in connection
with the amendment of the Prior Loan Agreement as of the date
hereof pursuant to this Loan Agreement. The provisions of this
Section shall survive the termination of this Loan Agreement.

(b) The Borrower agrees to indemnify each Bank, its officers,
directors, employees, representatives and agents from and hold each
of them harmless against any and all losses, liabilities, claims,
damages or expenses incurred by any of them as a result of, or
arising out of, or in any way related to, or by reason of, any
investigation, litigation or other proceeding (whether or not any
Lender is a party thereto) related to the entering into and/or
performance of any Loan Document or the use of proceeds of any
Revolving Credit Loans or Money Market Loans (including other
extensions of credit) hereunder or the consummation of any other
transactions contemplated in any Loan Document, including, without
limitation, the reasonable fees and disbursements of counsel
incurred in connection with any such investigation, litigation or
other proceeding (but excluding any such losses, liabilities,
claims, damages or expenses to the extent incurred by reason of
negligence or misconduct on the part of the Person to be
indemnified).

13.05 Amendments, Waivers and Consents. With the written
consent of the Majority Banks, the Agent and the Borrower may, from
time to time, enter into written amendments, supplements or
modifications hereto for the purpose of adding any provisions to
this Loan Agreement, the Revolving Credit Notes, the Money Market
Notes or any of the other Loan Documents or changing in any manner

EX-79

the rights of the Banks or of the Borrower hereunder or thereunder,
and with the written consent of the Majority Banks the Agent on
behalf of the Banks may execute and deliver to the Borrower a
written instrument waiving, on such terms and conditions as the
Agent or Majority Banks may specify in such instrument, any of the
requirements of this Loan Agreement or any other Loan Document or
any Event of Default and its consequences; provided, however, that
no such waiver and no such amendment, supplement or modification
shall (a) extend the maturity of any Revolving Credit Note or Money
Market Note or any installment thereof or of any LC Reimbursement
Obligation, or reduce the rate or extend the time of payment of
interest thereon, or reduce the principal amount thereof, or change
the amount or terms of any Commitment, or change the amount or time
for payment of any fee required hereunder, or amend, modify or
waive any provision of this Section 13.05 or change the definition
of "Majority Banks" set forth in Section 1.01 hereof, or amend,
modify or waive any provision of any Loan Document requiring action
or approval by all of the Banks, or waive an Event of Default
specified in Section 11.01(a) hereof, or consent to the assignment
or transfer by the Borrower of any of its rights and obligations
under this Loan Agreement, or release the Borrower from its
obligations under this Loan Agreement, in each case without the
written consent of all the Banks, or (b) amend, modify or waive any
provision of Article XII hereof without the written consent of the
then Agent. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Banks and shall be
binding upon the Borrower, the Banks, the Agent and all future
holders of the Revolving Credit Notes and the Money Market Notes.
In the case of any waiver of the requirements of this Loan
Agreement, any other Loan Document, the Revolving Credit Notes or
the Money Market Notes, the parties thereto shall be restored to
their former position and rights thereunder, and any Event of
Default waived shall be deemed to be cured and not continuing; but
no such waiver shall extend to any subsequent or other Event of
Default, or impair any right consequent thereon.

13.06 Computations. Except as otherwise provided for
hereunder, interest, fees and premiums hereunder shall be computed
on the basis of a three hundred sixty-five (365) day year for
theactual number of days in the billing period.

13.07 Right of Set Off. Upon (i) the occurrence and during
the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Section 11.01
hereof to authorize the Agent to declare the Revolving Credit
Notes, the Money Market Notes and the LC Reimbursement Obligations
due and payable pursuant to the provisions of Section 11.01 hereof,
each Bank is hereby authorized at any time and from time to time,
to the fullest extent permitted by law, to set off and apply all
deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing at such
Bank to or for the credit or the account of the Borrower against
any and all of the obligations of the Borrower now or hereafter
existing under this Loan Agreement or such Revolving Credit Note
and although such obligations may be unmatured.

13.08 Interim Interest. Except as otherwise provided for
hereunder with respect to Eurodollar Loans, should any installment
or other payment of the principal of or interest on the Revolving
Credit Notes, the Money Market Notes or the LC Reimbursement
Obligations become due and payable on other than a Business Day,

EX-80

the maturity thereof shall be extended to the next succeeding
Business Day thereafter and in the case of an installment of
principal, interest shall be payable thereon at the rate per annum
herein specified during such extension.

13.09 Counterparts. This Loan Agreement may be executed in
any number of counterparts, each of which when so executed and
delivered shall be deemed an original, and it shall not be
necessary in making proof of this Loan Agreement to produce or
account for more than one such counterpart.

13.10 Assignments, Participations, etc. (a) Any Bank may, at
any time upon written notice thereof to the Agent and the Borrower,
transfer or assign all or any portion of the indebtedness evidenced
by the Revolving Credit Notes or Money Market Notes held by such
Bank and the Revolving Credit Loan Commitment of such Bank
hereunder and the terms hereof shall extend to any subsequent
holder of the Revolving Credit Notes or Money Market Notes;
provided, however, that any assignment by a Bank hereunder, other
than an assignment to an affiliate of such Bank under common
control with such Bank, shall be subject to the prior written
consent of the Borrower and the Agent (in either case not to be
unreasonably withheld).

(b) Any Bank may at any time sell participations to one or
more banks or other entities in all or a portion of its rights and
obligations under this Loan Agreement; provided, however, that (1)
such Bank's obligations under this Loan Agreement shall remain
unchanged, (2) such Bank shall remain solely responsible to the
other parties hereto for the performance of such obligations, (3)
each participating bank or other entity shall be entitled to the
benefit of the cost protection provisions contained in Sections
5.04, 5.05, 5.06, 5.08 and 5.09 hereof, except that all claims and
petitions for payment and payments made pursuant to such Sections
shall be made through such selling Bank and except that a
participant shall not be entitled to receive pursuant to such
provisions an amount larger than its share of the amount to which
the selling Bank would have been entitled had no such sale been
made, and (iv) the Borrower, the Agent and the other Banks shall
continue to deal solely and directly with such selling Bank in
connection with such Bank's rights and obligations under this Loan
Agreement, and such Bank shall retain the sole right (and
participating banks or other entities shall have no right) to
enforce the obligations of the Borrower under the Loan Documents
and to approve any amendment, modification or waiver of any provi-
sion of this Loan Agreement or any of the other Loan Documents
(other than amendments, modifications or waivers requiring,
pursuant to the terms of Section 13.05 hereof, unanimous consent of
the Lenders).

(c) Any Bank may pledge all or any portion of its rights
under this Loan Agreement, its Revolving Credit Notes and/or its
Money Market Note to a Federal Reserve Bank. No such pledge shall
release any Bank from its obligations hereunder or substitute any
such Federal Reserve Bank for such Bank as a party hereto.

13.11 Binding Effect; Termination of Prior Loan Agreement;
Term of Agreement. (a) This Loan Agreement shall become effective
at such time on or after the Closing Date when it shall have been
executed by the Borrower and the Agent and the Agent shall have
received copies hereof (telefaxed or otherwise) which, when taken

EX-81

together, bear the signatures of each Bank, and thereafter this
Loan Agreement shall be binding upon and inure to the benefit of
the Borrower, the Agent, the LC Agent and each Bank and their
respective successors and assigns. Each of the Borrower (for
itself and on behalf of Airgas Holdings, Inc.) and the Banks party
to the Prior Loan Agreement hereby acknowledges and agrees that, at
such time as this Loan Agreement shall become effective in
accordance with the terms of the immediately preceding sentence,
(i) this Loan Agreement shall supersede and replace the Prior Loan
Agreement and (ii) the Prior Loan Agreement and the commitments of
the Banks and the LC Agent thereunder automatically shall terminate
and be of no further force or effect. Each Bank which was a party
to the Prior Loan Agreement hereby agrees to return to the Borrower
promptly following the Closing Date the original executed copies of
all promissory notes delivered to such Bank in connection with the
Prior Loan Agreement.

(b) The term of this Loan Agreement shall be until the
commitments of the Banks and of the LC Agent to make Extensions of
Credit hereunder shall have terminated and the Banks have received
payment in full of the unpaid principal and interest of the
Revolving Credit Notes, the Money Market Notes, the LC
Reimbursement Obligations, and all other amounts payable hereunder.

13.12 Governing Law; Submission to Jurisdiction; Venue. All
documents executed pursuant to the transactions contemplated herein
including without limitation this Loan Agreement, the Revolving
Credit Notes, the Money Market Notes and the other Loan Documents
shall be deemed to be contracts made under, and for all purposes
shall be construed in accordance with, the internal laws and
judicial decisions of the State of North Carolina. The Borrower
hereby submits to the nonexclusive jurisdiction and venue of the
state and federal courts of North Carolina for the purpose of
resolving disputes hereunder or under the other Loan Documents or
for the purposes of collection. The Borrower hereby agrees that
both the federal and state courts in Mecklenburg County, North
Carolina are a convenient forum and agrees not to raise as a
defense that such courts are not a convenient forum.

13.13 Obligations Senior to Subordinated Debt. The payment
of the indebtedness of the Borrower to the Banks hereunder and
under the Revolving Credit Notes and the Money Market Notes is
senior to the payment of the indebtedness of the Borrower under the
Senior Subordinated Note Purchase Agreements and each Note Guaranty
(as defined in the Senior Subordinated Note Purchase Agreements) in
accordance with the terms thereof.

13.14 Currency Conversions. Wherever in this Loan Agreement
the conversion of an amount in any foreign currency into its U.S.
currency equivalent is required, such U.S. currency equivalent
amount shall be realized by using the exchange rate for such
foreign currency as set forth in the Wall Street Journal published
on the date on which a computation thereof is required to be made
hereunder, or if the Wall Street Journal is not published on such
date of computation, then as set forth in the most recently
published issue of the Wall Street Journal as of such date.

EX-82

13.15 Dealings by Banks with the Borrower. Nothing contained
herein shall be deemed to limit the right of any Bank (or any of
its affiliates) to make loans to, accept deposits from and
generally engage in any kind of business with the Borrower or any
of its Subsidiaries.

13.16 Net Payments. The Borrower hereby agrees that all
payments and prepayments of principal, interest and fees required
to be made hereunder or under any of the other Loan Documents shall
be without deduction for or on account of any present or future
taxes, duties or other charges levied or imposed by any foreign
nation or any political subdivision or taxing authority thereof.

[The remainder of this page has been left blank intentionally.]

EX-83

IN WITNESS WHEREOF, each of the parties hereto has caused this
Seventh Amended and Restated Loan Agreement to be duly executed by
their duly authorized officers, all as of the day and year first
above written.

AIRGAS, INC.

By_____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President

S-1
EX-84
NATIONSBANK, N.A. (CAROLINAS)

By_________________________________

Title______________________________

S-2
EX-85

THE BANK OF NEW YORK

By_________________________________

Title______________________________

S-3
EX-86
FIRST FIDELITY BANK, N.A.

By_________________________________

Title______________________________

S-4
EX-87
CORESTATES BANK, NA

By_________________________________

Title______________________________

S-5
EX-88
BANK OF AMERICA ILLINOIS

By_________________________________

Title______________________________

S-6
EX-89
MERIDIAN BANK

By_________________________________

Title______________________________

S-7

EX-90

NBD BANK

By_________________________________

Title______________________________

S-8
EX-91

CIBC INC.

By_________________________________

Title______________________________

S-9
EX-92

PNC BANK, NATIONAL ASSOCIATION

By_________________________________

Title______________________________

S-10
EX-93

NATWEST BANK N.A.

By_________________________________

Title______________________________

S-11
EX-94

NATIONSBANK, N.A. (CAROLINAS), as
Agent for the Banks

By_________________________________

Title______________________________

S-12
EX-95
EXHIBIT A

BANK ADDRESSES AND COMMITMENT LEVELS
DOLLAR AMOUNT
OF REVOLVING
% OF TOTAL CREDIT LOAN
BANK COMMITMENT COMMITMENTS

NationsBank, N.A. (Carolinas) 16.0% $60,000,000.00
Nationsbank ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇

The Bank of New York 14.666667% $55,000,000.00
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇

First Fidelity Bank, N.A. 12.0% $45,000,000.00
▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇

Corestates Bank, NA 12.0% $45,000,000.00
Broad & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇-▇-▇-▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇

Bank of America, Illinois 8.0% $30,000,000.00
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇

with copies of notices to:

Bank of America Illinois
c/o Bank of America NT&SA
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇

Meridian Bank 8.0% $30,000,000.00
One Liberty Place
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
EX-96

NBD Bank 8.0% $30,000,000.00
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇

CIBC Inc. 8.0% $30,000,000.00
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇

PNC Bank, National Association 8.0% $30,000,000.00
Land Title Building
Broad & Chestnut Street
Philadelphia, Pennsylvania 19101
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇

NatWest Bank N.A. 5.333333%
$20,000,000.00
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇

with copies of notices to:

NatWest Bank N.A.
▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇

100% 375,000,000.00

EX-97
EXHIBIT C

AMENDED, RESTATED AND SUBSTITUTED
REVOLVING CREDIT PROMISSORY NOTE

$____________________ August 10, 1995

FOR VALUE RECEIVED, AIRGAS, INC., a Delaware
corporation (the "Borrower") hereby promises to pay to the order
of _____________________, a ________________________, in its
individual capacity (the "Bank"), at the office of NationsBank,
N.A. (Carolinas), as Agent (the "Agent"), at NationsBank
Corporate Center, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or at such other place or places as the holder
hereof may designate), at the times set forth in the Seventh
Amended and Restated Loan Agreement dated as of August 10, 1995
among the Borrower, the Agent, the Bank and certain other banks
(as amended from time to time, the "Loan Agreement"; all
capitalized terms not otherwise defined herein shall have the
meanings set forth in the Loan Agreement), but in no event later
than the Termination Date, in lawful money of the United States
of America, in immediately available funds, the principal amount
of ______________________________________________ ($____________)
or, if less than such principal amount, the aggregate unpaid
principal amount of all Revolving Credit Loans made by the Bank
to the Borrower pursuant to the Loan Agreement, and to pay
interest from the date hereof on the unpaid principal amount
hereof, in like money, at said office, on the dates and at the
rates selected in accordance with Article II of the Loan
Agreement.

[This Note is an amendment to, and is in substitution and
replacement of, that certain Amended, Restated and Substituted
Revolving Credit Promissory Note dated as of August 30, 1994
executed by the Borrower and Airgas Holdings, Inc., in favor of
the Bank in the original principal amount of $_______________
(the "Replaced Note"). This Note represents the same
indebtedness represented by the Replaced Note.]

Upon the occurrence and during the continuance of an Event
of Default the then remaining principal amount and accrued but
unpaid interest shall bear interest at a per annum rate equal to
two percent (2%) plus the rate that would otherwise be payable
under Section 2.04 of the Loan Agreement until such principal and
interest have been paid in full. Further, in the event that
payment of all sums due hereunder is accelerated under the terms
of the Loan Agreement, this Note, and all other indebtedness of
the Borrower to the Bank shall become immediately due and
payable, without presentment, demand, protest or notice of any
kind, all of which are hereby waived by the Borrower.

In the event this Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to
the principal and interest, all costs of collection, including
reasonable attorneys' fees.

EX-98

made a part hereof; provided, however, that neither any failure
to endorse such information on such schedule or continuation
thereof nor any error in recordation shall in any manner affect
the obligation of the Borrower hereunder or under the Loan
Agreement.

[Remainder of Page Intentionally Left Blank]

EX-99

IN WITNESS WHEREOF, the Borrower has caused this Note to be
duly executed by its duly authorized officer, all as of the day
and year first above written.

AIRGAS, INC.

By_____________________

Title__________________

EX-100

SCHEDULE A TO THE ____________
AMENDED, RESTATED AND SUBSTITUTED REVOLVING CREDIT
PROMISSORY NOTE DATED AUGUST 10, 1995

Unpaid Name of
Type Principal Person
of Interest Payments Balance Making
Date Loan Period Principal Interest of Note Notation
____ ____ ________ _________ ________ _________ _________

EX-101

EXHIBIT D

AMENDED, RESTATED AND SUBSTITUTED
MONEY MARKET PROMISSORY NOTE

$375,000,000.00 August 10, 1995

FOR VALUE RECEIVED, AIRGAS, INC., a Delaware corporation
(the "Borrower") hereby promises to pay to the order of
_____________________ (the "Bank"), at such place or places as
the holder hereof may designate, at the times set forth in the
Seventh Amended and Restated Loan Agreement dated as of August
10, 1995 among the Borrower, NationsBank, N.A. (Carolinas), in
its capacity as Agent, the Bank and certain other banks (as
amended from time to time, the "Loan Agreement"; all capitalized
terms not otherwise defined herein shall have the meanings set
forth in the Loan Agreement), but in no event later than the
Termination Date, in lawful money of the United States of
America, in immediately available funds, the principal amount of
THREE HUNDRED SEVENTY-FIVE MILLION DOLLARS ($375,000,000.00) or,
if less than such principal amount, the aggregate unpaid
principal amount of all Money Market Loans made by the Bank to
the Borrower pursuant to the Loan Agreement, and to pay interest
from the date hereof on the unpaid principal amount hereof, in
like money, at said office, on the dates and at the rates
selected in accordance with Article IV of the Loan Agreement.

[This Note is an amendment to, and is in substitution and
replacement of, that certain Amended, Restated and Substituted
Money Market Promissory Note dated as of August 30, 1994 executed
by the Borrower and Airgas Holdings, Inc., in favor of the Bank
in the original principal amount of $250,000,000.00 (the
"Replaced Note"). This Note represents the same indebtedness
represented by the Replaced Note.]

Upon the occurrence and during the continuance of an Event
of Default the then remaining principal amount and accrued but
unpaid interest shall bear interest at a per annum rate equal to
two percent (2%) plus the rate that would otherwise be payable
under Section 4.01(g) of the Loan Agreement until such principal
and interest have been paid in full. Further, in the event that
payment of all sums due hereunder is accelerated under the terms
of the Loan Agreement, this Note, and all other indebtedness of
the Borrower to the Bank shall become immediately due and
payable, without presentment, demand, protest or notice of any
kind, all of which are hereby waived by the Borrower.

All borrowings evidenced by this Note and all payments and
prepayments of the principal hereof and interest hereon and the
respective dates thereof may be endorsed by the holder hereof on
Schedule A attached hereto and incorporated herein by reference,
or on a continuation thereof which shall be attached hereto and
made a part hereof; provided, however, that neither any failure
to endorse such information on such schedule or continuation
thereof nor any error in recordation shall in any manner affect

EX-102

the obligation of the Borrower hereunder or under the Loan
Agreement.

[Remainder of Page Intentionally Left Blank]
EX-103

IN WITNESS WHEREOF, the Borrower has caused this Note to be
duly executed by its duly authorized officer, all as of the day
and year first above written.

AIRGAS, INC.

By_____________________

Title__________________

EX-104

SCHEDULE A TO THE ____________ AMENDED, RESTATED
AND SUBSTITUTED MONEY MARKET PROMISSORY NOTE DATED AUGUST 10, 1995

Unpaid Name of
Principal Person
Interest Interest Payments Balance Making
Date Rate Period Principal Interest of Note Notation
____ _______ _______ _________ ________ ________ ________

EX-105

EXHIBIT J

OFFICER'S CERTIFICATE

For the period ended _______________, 19__

I, ________________________________, chief financial officer
of Airgas, Inc. (the "Borrower"), hereby certify that, to the
best of my knowledge with respect to that certain Seventh Amended
and Restated Loan Agreement, dated August 10, 1995, among the
Borrower, the banks and other financial institutions parties
thereto, and NationsBank, N.A. (Carolinas), in its individual
capacity and as agent for such banks and other financial
institutions (as the same may be amended from time to time, the
"Loan Agreement"; all defined terms in the Loan Agreement are
incorporated herein by reference):

1. FUNDED DEBT COVERAGE RATIO

a. Funded Debt Coverage Ratio of the
Borrower and its Subsidiaries
(computed on a consolidated basis)
as of the last day of the quarterly
period just ended ______ to 1.0

b. Funded Debt Coverage Ratio required by
Section 10.01(p) of the Loan
Agreement no greater than
4.5 to 1.0, or
at any quarter
end occurring 4
or more quarters
after any quarter
end as of which the
Funded Debt Coverage
Ratio was greater
than 4.0 to 1.0, 4.0
to 1.0

2. FIXED CHARGE COVERAGE RATIO

a. Fixed Charge Coverage Ratio of the Borrower
and its Subsidiaries (computed on a
consolidated basis) as of the last day
of the quarterly period just ended ________ to 1.0

b. Fixed Charge Coverage Ratio required
by Section 10.01(q) of the Loan
Agreement no less than
1.75 to 1.0

EX-106

3. BOOK NET WORTH

a. Book Net Worth of the Borrower and its
Subsidiaries (computed on a
consolidated basis) as of the
last day of the quarterly period
just ended $______________

b. Book Net Worth required by Section initially, no
10.01(r) of the Loan Agreement less than
$170,000,000,
increasing and
decreasing in
accordance with the
terms of Section
10.01(r) of the Loan
Agreement

With reference to this Officer's Certificate, I hereby certify on
behalf of the Borrower as follows:

a. The Borrower has kept, observed, performed and
fulfilled each and every agreement binding on
it contained in the Loan Documents;

b. The Borrower is not at this time in default in
the keeping, observance, performance, or
fulfillment of any of the terms, provisions and
conditions of any of the Loan Documents; and

c. Since _________________ (the date of the last
similar certification), no Event of Default,
nor any event which, upon notice or lapse of
time or both, would constitute an Event of
Default, has occurred.

IN WITNESS WHEREOF, I have hereunto set my hand and the
Airgas, Inc. seal this _____ day _________, 19__.

[Corporate Seal] ___________________________
as Chief Financial Officer,
AIRGAS, INC.

EX-107
Schedule 1

$25,000,000 Senior Subordinated Note Purchase Agreement

Previously Delivered

EX-108
Schedule 2

$30,000,000 Senior Subordinated Note Purchase Agreement

Previously Delivered

SEVENTH AMENDED AND RESTATED LOAN AGREEMENT DATED AS OF AUGUST 10, 1995 BY AND AMONG AIRGAS, INC., THE BANKS NAMED HEREIN, AND NATIONSBANK, N.A. (CAROLINAS), AS AGENT

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