GRANITE CONSTRUCTION INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>f91753exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

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

                                CREDIT AGREEMENT

                            Dated as of June 27, 2003

                                      among

                       GRANITE CONSTRUCTION INCORPORATED,

                                as the Borrower,

                             BANK OF AMERICA, N.A.,

                      as Administrative Agent, as a Lender,

                                       and

                                 as L/C Issuer,

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,

                                       as

                    Sole Lead Arranger and Sole Book Manager

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                        PAGE
-------                                                                                                        ----
<S>                                                                                                            <C>
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS..................................................................    1
     1.01     Defined Terms..................................................................................    1
     1.02     Other Interpretive Provisions..................................................................   21
     1.03     Accounting Terms...............................................................................   21
     1.04     Rounding.......................................................................................   22
     1.05     References to Agreements and Laws..............................................................   22

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS............................................................   22
     2.01     Loans..........................................................................................   22
     2.02     Borrowings, Conversions and Continuations of Loans.............................................   22
     2.03     Letters of Credit..............................................................................   24
     2.04     Prepayments....................................................................................   31
     2.05     Reduction or Termination of Commitments........................................................   31
     2.06     Repayment of Loans.............................................................................   32
     2.07     Interest.......................................................................................   32
     2.08     Fees...........................................................................................   32
     2.09     Computation of Interest and Fees...............................................................   33
     2.10     Evidence of Debt...............................................................................   33
     2.11     Payments Generally.............................................................................   34
     2.12     Sharing of Payments............................................................................   35
     2.13     Guaranty of Obligations........................................................................   36

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY..........................................................   37
     3.01     Taxes..........................................................................................   37
     3.02     Illegality.....................................................................................   38
     3.03     Inability to Determine Rates...................................................................   38
     3.04     Increased Cost and Reduced Return; Capital Adequacy............................................   38
     3.05     Funding Losses.................................................................................   39
     3.06     Matters Applicable to all Requests for Compensation............................................   39
     3.07     Survival.......................................................................................   40

ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS........................................................   40
     4.01     Conditions to Effectiveness and Initial Credit Extension.......................................   40
     4.02     Conditions to all Credit Extensions............................................................   41

ARTICLE V. REPRESENTATIONS AND WARRANTIES....................................................................   42
     5.01     Existence, Qualification and Power; Compliance with Laws.......................................   42
     5.02     Authorization; No Contravention................................................................   42
     5.03     Governmental Authorization.....................................................................   42
     5.04     Binding Effect.................................................................................   43
     5.05     Financial Statements; No Material Adverse Effect...............................................   43
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                            <C>
     5.06     Litigation.....................................................................................   43
     5.07     No Default.....................................................................................   43
     5.08     Ownership of Property; Liens...................................................................   44
     5.09     Environmental Compliance.......................................................................   44
     5.10     Insurance......................................................................................   45
     5.11     Taxes..........................................................................................   45
     5.12     ERISA Compliance...............................................................................   45
     5.13     Subsidiaries...................................................................................   46
     5.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act.................   46
     5.15     Disclosure.....................................................................................   46
     5.16     Intellectual Property; Licenses, Etc...........................................................   46
     5.17     Swap Contracts.................................................................................   47
     5.18     Labor Relations................................................................................   47
     5.19     Use of Proceeds................................................................................   47
     5.20     Solvency.......................................................................................   47
     5.21     Unrestricted Subsidiary Matters................................................................   47
     5.22     Burdensome Agreements..........................................................................   47
     5.23     Tax Shelter Regulations........................................................................   48

ARTICLE VI. AFFIRMATIVE COVENANTS............................................................................   48
     6.01     Financial Statements...........................................................................   48
     6.02     Certificates; Other Information................................................................   49
     6.03     Notices........................................................................................   50
     6.04     Payment of Obligations.........................................................................   51
     6.05     Preservation of Existence, Etc.................................................................   51
     6.06     Maintenance of Properties......................................................................   51
     6.07     Maintenance of Insurance.......................................................................   52
     6.08     Compliance with Laws...........................................................................   52
     6.09     Books and Records..............................................................................   52
     6.10     Inspection Rights..............................................................................   52
     6.11     Compliance with ERISA..........................................................................   52
     6.12     Environmental Laws.............................................................................   53
     6.13     Use of Proceeds................................................................................   53
     6.14     Tax Clearance Certificates.....................................................................   53

ARTICLE VII. NEGATIVE COVENANTS..............................................................................   53
     7.01     Liens..........................................................................................   53
     7.02     Investments....................................................................................   55
     7.03     Indebtedness...................................................................................   56
     7.04     Fundamental Changes............................................................................   57
     7.05     Dispositions...................................................................................   58
     7.06     Lease Obligations..............................................................................   59
     7.07     Restricted Payments............................................................................   59
     7.08     ERISA..........................................................................................   60
     7.09     Change in Nature of Business or in Structure...................................................   60
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                            <C>
     7.10     Transactions with Affiliates...................................................................   60
     7.11     Burdensome Agreements..........................................................................   60
     7.12     Use of Proceeds................................................................................   61
     7.13     Financial Covenants............................................................................   61
     7.14     Unrestricted Subsidiary Matters................................................................   61

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES.................................................................   61
     8.01     Events of Default..............................................................................   61
     8.02     Remedies Upon Event of Default.................................................................   64

ARTICLE IX. ADMINISTRATIVE AGENT.............................................................................   64
     9.01     Appointment and Authorization of Administrative Agent..........................................   64
     9.02     Delegation of Duties...........................................................................   65
     9.03     Liability of Administrative Agent..............................................................   65
     9.04     Reliance by Administrative Agent...............................................................   65
     9.05     Notice of Default..............................................................................   66
     9.06     Credit Decision; Disclosure of Information by Administrative Agent.............................   66
     9.07     Indemnification of Administrative Agent........................................................   67
     9.08     Administrative Agent in its Individual Capacity................................................   67
     9.09     Successor Administrative Agent.................................................................   68
     9.10     Administrative Agent May File Proofs of Claim..................................................   68

ARTICLE X. GENERAL PROVISIONS................................................................................   69
     10.01    Amendments, Etc................................................................................   69
     10.02    Notices and Other Communications; Facsimile Copies.............................................   70
     10.03    No Waiver; Cumulative Remedies.................................................................   71
     10.04    Attorney Costs, Expenses and Taxes.............................................................   71
     10.05    Indemnification by the Borrower................................................................   72
     10.06    Payments Set Aside.............................................................................   73
     10.07    Successors and Assigns.........................................................................   73
     10.08    Confidentiality................................................................................   76
     10.09    Set-off........................................................................................   77
     10.10    Interest Rate Limitation.......................................................................   77
     10.11    Counterparts...................................................................................   77
     10.12    Integration....................................................................................   77
     10.13    Survival of Representations and Warranties.....................................................   78
     10.14    Severability...................................................................................   78
     10.15    Foreign Lenders................................................................................   78
     10.16    Removal and Replacement of Lenders.............................................................   80
     10.17    Governing Law..................................................................................   80
     10.18    Waiver of Right to Trial by Jury...............................................................   81
     10.19    Time of the Essence............................................................................   81

     SIGNATURES..............................................................................................  S-1
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                    <C>
SCHEDULES
     1.01(e)           Existing Letters of Credit
     1.01(g)           Guarantors
     2.01              Commitments and Pro Rata Shares
     5.05(c)           Project Debt
     5.06              Litigation
     5.09              Environmental Matters
     5.13(a)           Subsidiaries and Other Equity Investments
     5.13(b)           Senior Note Guarantors
     5.16              Intellectual Property Matters
     5.21              Unrestricted Subsidiary Matters
     5.22              Burdensome Agreements
     7.01              Existing Liens
     7.02(a)           Existing Investments
     7.02(b)           Investment Policy
     7.02(j)           Wilder Investments
     7.03              Existing Indebtedness
     7.06              Existing Leases
     10.02             Eurodollar and Domestic Lending Offices; Addresses for Notices

EXHIBITS

     Exhibit A         Form of Loan Notice
     Exhibit B         Form of Note
     Exhibit C         Form of Compliance Certificate
     Exhibit D         Form of Assignment and Assumption Agreement
     Exhibit E         Form of Guaranty
     Exhibit F         Form of Closing Opinion
</TABLE>

                                       iv

<PAGE>

                            CREDIT AGREEMENT

         THIS CREDIT AGREEMENT, dated as of June 27, 2003, by and among GRANITE
CONSTRUCTION INCORPORATED, a Delaware corporation (the "Borrower"), each lender
from time to time party hereto (collectively, the "Lenders" and, individually, a
"Lender"), and BANK OF AMERICA, N.A., as Administrative Agent and as L/C Issuer.

         A.       The Borrower has requested that the Lenders provide a
revolving credit facility, and the Lenders are willing to do so on the terms and
conditions set forth herein.

         B.       In consideration of the mutual covenants and agreements herein
contained, and intending to be legally bound hereby, the parties hereto covenant
and agree as follows:

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

         1.01     DEFINED TERMS.

         As used in this Agreement, the following terms shall have the meanings
set forth below:

         "Administrative Agent" means the sole administrative agent under the
Loan Documents or any successor administrative agent, which initially shall be
Bank of America.

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

         "Affiliate" means, as to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power (a)
to vote 5% or more of the securities having ordinary voting power for the
election of directors or managing general partners; or (b) to direct or cause
the direction of the management and policies of such Person whether by voting
securities, through the ownership of contract or otherwise.

         "Agent-Related Persons" means the Administrative Agent (including any
successor administrative agent), together with its Affiliates (including, in the
case of Bank of America in its capacity as the Administrative Agent, the
Arranger), and the officers, directors, employees, agents and attorneys-in-fact
of such Persons and Affiliates.

         "Aggregate Commitments" means, as of any date of determination, the
aggregate amount of all Lenders' Commitments hereunder.

         "Agreement" means this Credit Agreement.

         "Applicable Rate" means, with respect to commitment fees, Base Rate
Loans, Eurodollar Rate Loans and utilization fees, as applicable, the following
percentages per annum, each based

                                       1
<PAGE>

upon the Pricing Level Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 6.02(b);
provided, however, that notwithstanding the foregoing (but subject to the
proviso in the following paragraph), until such date on which Borrower shall
have delivered to the Administrative Agent a Compliance Certificate for the
fiscal quarter ending on June 30, 2003, Pricing Level 3 shall apply:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                    APPLICABLE                        APPLICABLE
                                               APPLICABLE RATE         RATE          APPLICABLE          RATE
PRICING                                          (COMMITMENT       (EURODOLLAR       RATE (BASE      (UTILIZATION
 LEVEL       PRICING LEVEL LEVERAGE RATIO           FEE)           RATE LOANS)       RATE LOANS)         FEE)
-------------------------------------------------------------------------------------------------------------------
<S>        <C>                                 <C>                 <C>               <C>             <C>
   1       Less than 0.50 to 1.00                   0.25%              1.00%            00.0%            0.125%
-------------------------------------------------------------------------------------------------------------------
   2       Less than 1.00 to 1.00 but               0.30%              1.25%            00.0%            0.125%
           greater than or equal to 0.50 to
           1.00
-------------------------------------------------------------------------------------------------------------------
   3       Less than 1.50 to 1.00 but               0.35%             1.375%            00.0%            0.125%
           greater than or equal to 1.00 to
           1.00
-------------------------------------------------------------------------------------------------------------------
   4       Greater than or equal to 1.50 to         0.40%             1.625%            00.0%            0.125%
           1.00
-------------------------------------------------------------------------------------------------------------------
</TABLE>

         Any increase or decrease in the Applicable Rate resulting from a change
in the Pricing Level Leverage Ratio shall become effective as of the date that
is the earlier of: (a) the last date by which the Borrower is otherwise required
to deliver a Compliance Certificate in accordance with Section 6.02(b) with
reference to Section 6.01 for a given fiscal period (each such date, a
"Calculation Date"); and (b) the date that is two Business Days after the date
(prior to the related Calculation Date) on which the Borrower actually delivers
a Compliance Certificate in accordance with Section 6.02(b) with reference to
Section 6.01 for such fiscal period; provided that, if any Compliance
Certificate for any fiscal period is not delivered to the Administrative Agent
on or before the related Calculation Date, then Pricing Level 4 shall apply,
effective on the related Calculation Date until two Business Days after such
Compliance Certificate is actually received by the Administrative Agent.

         "Approved Fund" has the meaning set forth in Section 10.07(h).

         "Arranger" means the Person acting as sole lead arranger and sole book
manager, which, initially, shall be Banc of America Securities LLC.

         "Assignment and Assumption Agreement" means an Assignment and
Assumption Agreement substantially in the form of Exhibit D.

         "Attorney Costs" means and includes all fees and disbursements of any
law firm or other external counsel and the allocated cost of internal legal
services and all disbursements of internal counsel.

                                       2
<PAGE>

         "Attributable Indebtedness" means, on any date, (a) in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended December
31, 2002, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year of the Borrower and its
Subsidiaries.

         "Auto-Renewal Letter of Credit" has the meaning set forth in Section
2.03(b)(iii).

         "Bank of America" means Bank of America, N.A.

         "Bankruptcy Code" means the federal Bankruptcy Reform Act of 1978 (11
U.S.C. Section 101 et seq.).

         "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." Bank of America's "prime rate" is a rate set by
Bank of America based upon various factors including Bank of America's costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate. Any change in such rate announced by Bank of America shall
take effect at the opening of business on the day specified in the public
announcement of such change.

         "Base Rate Loan" means a Loan that bears interest based on the Base
Rate.

         "Borrower" has the meaning set forth in the introductory paragraph
hereto.

         "Borrowing" means a borrowing consisting of simultaneous Loans of the
same Type and having the same Interest Period made by each of the Lenders
pursuant to Section 2.01.

         "Business Day" means any day other than a Saturday, Sunday, or other
day on which commercial banks are authorized to close under the Laws of, or are
in fact closed in, the state where the Administrative Agent's Office is located
and, if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
London interbank eurodollar market.

         "Calculation Date" has the meaning set forth in the definition of
"Applicable Rate" contained herein.

         "Capital Expenditures" means for any period and with respect to the
Consolidated Restricted Group, the aggregate of all expenditures by such
Consolidated Restricted Group (excluding, however, expenditures by any Project
Debt Entity) for the acquisition or leasing of fixed or capital assets or
additions to equipment (including replacements, capitalized repairs and

                                       3
<PAGE>

improvements during such period) which should be capitalized under GAAP on a
consolidated balance sheet of such Consolidated Restricted Group, minus net
proceeds from sales of fixed or capital assets received by such Consolidated
Restricted Group (other than a Project Debt Entity) during such period. For the
purpose of this definition, the purchase price of equipment which is purchased
simultaneously with the trade-in of existing equipment owned by such
Consolidated Restricted Group or with insurance proceeds shall be included in
Capital Expenditures only to the extent of the gross amount of such purchase
price less the credit granted by the seller of such equipment for such equipment
being traded in at such time, or the amount of such proceeds, as the case may
be.

         "Cash Collateralize" means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances pursuant to
documentation in form and substance satisfactory to the Administrative Agent and
the L/C Issuer (which documents are hereby consented to by the Lenders).
Derivatives of such term shall have corresponding meaning. The Borrower hereby
grants the Administrative Agent, for the benefit of the L/C Issuer and the
Lenders, a Lien on all such cash and deposit account balances. Cash collateral
shall be maintained in blocked, non-interest bearing deposit accounts at Bank of
America.

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

                  (a)      any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Exchange Act, but excluding any
         employee benefit plan of such person or its subsidiaries, and any
         person or entity acting in its capacity as trustee, agent or other
         fiduciary or administrator of any such plan) becomes the "beneficial
         owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
         except that a person or group shall be deemed to have "beneficial
         ownership" of all securities that such person or group has the right to
         acquire (such right, an "option right"), whether such right is
         exercisable immediately or only after the passage of time), directly or
         indirectly, of 25% or more of the equity securities of such Person
         entitled to vote for members of the board of directors or equivalent
         governing body of such Person on a partially-diluted basis (i.e.,
         taking into account all such securities that such person or group has
         the right to acquire pursuant to any option right); or

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

                                       4
<PAGE>

         "Closing Date" means the first date on which all the conditions
precedent in Section 4.01 are satisfied or waived in accordance with Section
4.01 (or, in the case of Section 4.01(b), waived by the Person entitled to
receive the applicable payment).

         "Code" means the Internal Revenue Code of 1986.

         "Commitment" means, as to each Lender as of any date of determination,
its obligation to (a) make Loans to the Borrower pursuant to Section 2.01, and
(b) purchase participations in L/C Obligations, in an aggregate principal amount
at any one time outstanding not to exceed the amount set forth opposite such
Lender's name on Schedule 2.01, as such amount may be reduced or adjusted from
time to time in accordance with this Agreement.

         "Compensation Period" has the meaning set forth in Section 2.11(d)(ii).

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit C.

         "Consolidated Cash Taxes" means, for any Subject Period, for the
Consolidated Restricted Group on a consolidated basis (excluding, however, any
Project Debt Entity), the aggregate of all taxes actually paid by such Persons
in cash during such period.

         "Consolidated EBITDA" means, for any Subject Period, for the
Consolidated Restricted Group on a consolidated basis (excluding, however, any
Project Debt Entity), an amount equal to Consolidated Net Income for such period
plus the following to the extent deducted in calculating such Consolidated Net
Income: (a) Consolidated Interest Expense for such period, (b) Consolidated Cash
Taxes for such period, and (c) depreciation and amortization expense for such
period.

         "Consolidated Funded Indebtedness" means, as of any date of
determination, for the Consolidated Restricted Group on a consolidated basis,
the sum of (a) the outstanding principal amount of all obligations, whether
current or long-term, for borrowed money (including Obligations hereunder) and
all obligations evidenced by bonds, debentures, notes, loan agreements or other
similar instruments, with or without recourse, but not including Project Debt,
plus (b) Attributable Indebtedness in respect of capital leases and Synthetic
Lease Obligations, but not including Project Debt, plus (c) without duplication,
all Guaranty Obligations of the Consolidated Restricted Group with respect to
Indebtedness of the types specified in subsections (a) and (b) above of Persons
other than the Borrower or any Subsidiary in the Consolidated Restricted Group.

         "Consolidated Interest Expense" means, for any Subject Period, for the
Consolidated Restricted Group on a consolidated basis, the sum of (a) all
interest, premium payments, fees, charges and related expenses of the
Consolidated Restricted Group in connection with borrowed money (including
capitalized interest) or in connection with the deferred purchase price of
assets, in each case to the extent treated as interest in accordance with GAAP,
plus (b) the portion of rent expense of the Consolidated Restricted Group with
respect to such period under capital leases that is treated as interest in
accordance with GAAP and the portion of Synthetic Lease Obligations payable by
the Consolidated Restricted Group with respect to such period that would be
treated as interest in accordance with GAAP if such lease were treated as a
capital lease under

                                       5
<PAGE>

GAAP; excluding for purposes of clause (a) and (b) hereof, such amounts in
respect of Project Debt.

         "Consolidated Net Income" means, for any Subject Period, for the
Consolidated Restricted Group on a consolidated basis, the net income of the
Consolidated Restricted Group from continuing operations, excluding
extraordinary items and excluding gains and losses from Dispositions for that
period; not including, however, net income in respect of or attributable to any
Project Debt Entity.

         "Consolidated Restricted Group" means, at any time, the Borrower and
its consolidated Subsidiaries at such time, other than any Unrestricted
Subsidiary at such time.

         "Consolidated Stockholders' Equity" means, as of any date of
determination for the Consolidated Restricted Group on a consolidated basis,
stockholders' equity as of that date, determined in accordance with GAAP.

         "Consolidated Tangible Net Worth" means, as of any date of
determination, the amount equal to Consolidated Stockholders' Equity on that
date minus the Intangible Assets of the Consolidated Restricted Group
(determined on a consolidated basis in accordance with GAAP) on that date.

         "Construction JV" means any Joint Venture entered into by the Borrower
or any of its Subsidiaries with any one or more other Persons in the Ordinary
Course of Business solely for purposes of undertaking or completing a
construction project.

         "Construction JV Investments" means Investments in any Joint Venture
arising upon any initial capital contribution to or subsequent capital
contribution in such Joint Venture, and participated in ratably by all co-joint
venturers having an interest in such Joint Venture, solely for purposes of
undertaking or completing a construction project; provided Construction JV
Investments shall not include the incurrence, directly or indirectly, of any
Guaranty Obligation by the Borrower or any of its Restricted Subsidiaries.

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

         "Credit Extension" means each of the following: (a) a Borrowing; and
(b) an L/C Credit Extension.

         "Debtor Relief Laws" means the Bankruptcy Code, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief Laws of the United States of America or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

         "Default" means any event that, with the giving of any notice, the
passage of time, or both, would be an Event of Default.

                                       6
<PAGE>

         "Default Rate" means an interest rate equal to (a) the Base Rate plus
(b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per
annum; provided, however, that with respect to a Eurodollar Rate Loan or fee
based upon the Applicable Rate determined with reference to Eurodollar Rate
Loans, the Default Rate shall be a rate equal to the rate (including any
Applicable Rate) otherwise applicable to such Loan or fee plus 2% per annum, in
each case to the fullest extent permitted by applicable Laws.

         "Disposition" or "Dispose" means the sale, transfer, license or other
disposition (including any sale and leaseback transaction) of any property by
any Person, including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith.

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

         "Eligible Assignee" has the meaning set forth in Section 10.07(h).

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

         "Environmental Laws" means any and all federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.

         "Environmental Permits" has the meaning set forth in Section 5.09(b).

         "ERISA" means the Employee Retirement Income Security Act of 1974 and
any regulations issued pursuant thereto.

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

                                       7
<PAGE>

         "ERISA Event" means any of the following: (a) a Reportable Event with
respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan
year in which it was a substantial employer (as defined in Section 4001(a)(2) of
ERISA) or a cessation of operations that is treated as such a withdrawal under
Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower
or any ERISA Affiliate from a Multiemployer Plan or notification that a
Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to
terminate, the treatment of a Plan amendment as a termination under Sections
4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to
terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which
might reasonably be expected to constitute grounds under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under
Title IV of ERISA, other than PBGC premiums due but not delinquent under Section
4007 of ERISA, upon the Borrower or any ERISA Affiliate.

         "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent
pursuant to the following formula:

                                           Eurodollar Base Rate
            Eurodollar Rate =  -------------------------------------------------
                                     1.00 - Eurodollar Reserve Percentage

         Where,

                  "Eurodollar Base Rate" means, for such Interest Period:

                  (a)      the rate per annum equal to the rate determined by
         the Administrative Agent to be the offered rate that appears on the
         page of the Telerate screen (or any successor thereto) that displays an
         average British Bankers Association Interest Settlement Rate for
         deposits in Dollars (for delivery on the first day of such Interest
         Period) with a term equivalent to such Interest Period, determined as
         of approximately 11:00 a.m. (London time) two (2) Business Days prior
         to the first day of such Interest Period, or

                  (b)      if the rate referenced in the preceding subsection
         (a) does not appear on such page or service or such page or service
         shall cease to be available, the rate per annum equal to the rate
         determined by the Administrative Agent to be the offered rate on such
         other page or other service that displays an average British Bankers
         Association Interest Settlement Rate for deposits in Dollars (for
         delivery on the first day of such Interest Period) with a term
         equivalent to such Interest Period, determined as of approximately
         11:00 a.m. (London time) two (2) Business Days prior to the first day
         of such Interest Period, or

                                       8
<PAGE>

                  (c)      if the rates referenced in the preceding subsections
         (a) and (b) are not available, the rate per annum determined by the
         Administrative Agent as the rate of interest (rounded upward to the
         next 1/100th of 1%) at which deposits in Dollars for delivery on the
         first day of such Interest Period in same day funds in the approximate
         amount of the Eurodollar Rate Loan being made, continued or converted
         by Bank of America and with a term equivalent to such Interest Period
         would be offered by Bank of America's London Branch to major banks in
         the London interbank eurodollar market at their request at
         approximately 11:00 a.m. (London time) two (2) Business Days prior to
         the first day of such Interest Period; and

                  "Eurodollar Reserve Percentage" means, for any day during any
         Interest Period, the reserve percentage (expressed as a decimal,
         carried out to five decimal places) in effect on such day, whether or
         not applicable to any Lender, under regulations issued from time to
         time by the FRB for determining the maximum reserve requirement
         (including any emergency, supplemental or other marginal reserve
         requirement) with respect to Eurodollar funding (currently referred to
         as "Eurocurrency liabilities"). The Eurodollar Rate for each
         outstanding Eurodollar Rate Loan shall be adjusted automatically as of
         the effective date of any change in the Eurodollar Reserve Percentage.

         "Eurodollar Rate Loan" means a Loan that bears interest at a rate based
on the Eurodollar Rate.

         "Event of Default" means any of the events or circumstances specified
in Section 8.01.

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

         "Existing Credit Agreement" means that Credit Agreement dated as of
June 29, 2001 by and among the Borrower, Bank of America, N.A. as
"Administrative Agent", and the "Lenders" thereunder.

         "Existing Letters of Credit" means the letters of credit issued by Bank
of America (as the financial institution issuing letters of credit under the
Existing Credit Agreement) that are outstanding immediately prior to the
effectiveness of this Agreement, as more particularly described on Schedule
1.01(e).

         "Federal Funds Rate" means, for any day, the rate per annum 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 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 as so published on the next succeeding 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 charged to Bank
of America on such day on such transactions as determined by the Administrative
Agent.

                                       9
<PAGE>

         "Fee Letter" means that certain letter agreement relating to fees,
dated as of March 5, 2003, among the Borrower, the Arranger and the
Administrative Agent.

         "Financial Letter of Credit" means any Letter of Credit that is a
"financial standby letter of credit" as set forth in applicable Laws promulgated
from time to time by the FRB.

         "Fixed Charge Coverage Ratio" means, as of any date of determination,
the ratio of (a) the sum of (i) Consolidated EBITDA, measured for the Subject
Period ending on such day, minus (ii) Consolidated Cash Taxes for the Subject
Period ending on such date plus (iii) interest income of the Consolidated
Restricted Group (other than in respect of Project Debt Entities) for the
Subject Period ending on such day (to the extent not included in the
determination of Consolidated EBITDA for such Subject Period in clause (i)
above) minus (iv) all Capital Expenditures actually made during such period to
(b) the sum of (i) Consolidated Interest Expense, measured for the Subject
Period ending on such day, which was deductible in determining the operating
income for such period plus (ii) the current portion (determined in accordance
with GAAP) of Consolidated Funded Indebtedness.

         "Foreign Lender" has the meaning set forth in Section 10.15.

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

         "Fund" has the meaning set forth in Section 10.07(h).

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or such other principles as may be
approved by a significant segment of the accounting profession, that are
applicable to the circumstances as of the date of determination, consistently
applied.

         "Granite Land Company" means Granite Land Company, a California
corporation, and any successor thereto.

         "GLC Venture" means any Joint Venture, now or hereafter formed by any
Land Development Company or any of its Subsidiaries with any other Person in the
Ordinary Course of Business of such Land Development Company or Subsidiary.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or capital
ownership or otherwise, by any of the foregoing.

         "Guarantors" means all of the Subsidiaries listed on Schedule 1.01(g),
together with all other Persons who, following the Closing Date, execute and
deliver a Guaranty pursuant to Section 2.13.

                                       10
<PAGE>

         "Guaranty" means the guaranty substantially in the form of Exhibit E,
or otherwise in form and substance satisfactory to the Required Lenders.

         "Guaranty Obligation" means, as to any Person, any (a) any obligation,
contingent or otherwise, of such Person guarantying or having the economic
effect of guarantying any Indebtedness or other obligation payable or
performable by another Person (the "primary obligor") in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in
respect of such Indebtedness or other obligation of the payment or performance
of such Indebtedness or other obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the
primary obligor so as to enable the primary obligor to pay such Indebtedness or
other obligation, or (iv) entered into for the purpose of assuring in any other
manner the obligee in respect of such Indebtedness or other obligation of the
payment or performance thereof or to protect such obligee against loss in
respect thereof (in whole or in part), or (b) any Lien on any assets of such
Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person.
The amount of any Guaranty Obligation shall be deemed to be an amount equal to
the stated or determinable amount of the related primary obligation, or portion
thereof, in respect of which such Guaranty Obligation is made or, if not stated
or determinable, the maximum reasonably anticipated liability in respect thereof
as determined by the guarantying Person in good faith.

         "Hazardous Materials" means, collectively, as of any date: (a) any
petroleum or petroleum products, flammable explosives, radioactive materials,
asbestos in any form that is or could become friable, urea formaldehyde foam
insulation, and transformers or other equipment that contain dielectric fluid
containing polychlorinated biphenyls (PCB's); (b) any chemicals or other
materials or substances which as of such date are defined as or included in the
definition of "hazardous substances," "hazardous wastes," "hazardous materials,"
"extremely hazardous wastes," "restricted hazardous wastes," "toxic substances,"
"toxic pollutants," "contaminants," "infectious wastes," "pollutants" or words
of similar import under any Environmental Law; and (c) any other chemical or
other material or substance, exposure to which or use of which as of such date
is prohibited, limited or regulated under any Environmental Law.

         "Honor Date" has the meaning set forth in Section 2.03(c)(i).

         "Indebtedness" means, as to any Person at a particular time, all of the
following, whether or not included as indebtedness or liabilities in accordance
with GAAP:

                  (a)      all obligations of such Person for borrowed money and
         all obligations of such Person evidenced by bonds, debentures, notes,
         loan agreements or other similar instruments;

                  (b)      all direct or contingent obligations of such Person
         arising under letters of credit (including standby and commercial),
         reimbursement agreements, bankers' acceptances, bank guaranties, surety
         bonds and similar instruments (in each case, whether or not such
         obligations are contingent or absolute); provided that the amount of
         any such

                                       11
<PAGE>

         contingent obligation shall be deemed to be equal to the maximum
         reasonably anticipated liability in respect thereof;

                  (c)      net obligations under any Swap Contract in an amount
         equal to the Swap Termination Value thereof;

                  (d)      all obligations of such Person to pay the deferred
         purchase price of property or services (other than trade accounts
         payable in the Ordinary Course of Business);

                  (e) indebtedness (excluding prepaid interest thereon) secured
         by a Lien on property owned or being purchased by such Person
         (including indebtedness arising under conditional sales or other title
         retention agreements), whether or not such indebtedness shall have been
         assumed by such Person or is limited in recourse;

                  (f)      capital leases and Synthetic Lease Obligations; and

                  (g)      all Guaranty Obligations of such Person in respect of
         any of the foregoing.

         For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any Joint Venture (other than a Joint Venture that is itself
a corporation or limited liability company) in which such Person is a general
partner or joint venturer, unless such Indebtedness is expressly made
non-recourse to such Person and to such Person's assets (subject only to
customary exceptions acceptable to the Required Lenders). The amount of any
capital lease or Synthetic Lease Obligation as of any date shall be deemed to be
the amount of Attributable Indebtedness in respect thereof as of such date.

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

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

         "Information" has the meaning set forth in Section 10.08.

         "Intangible Assets" means assets that are considered to be intangible
assets under GAAP, including customer lists, goodwill, computer software,
copyrights, trade names, trade marks, patents, unamortized deferred charges,
unamortized debt discount, and capitalized research and development costs.

         "Interest Payment Date" means, (a) as to any Eurodollar Rate Loan, the
last day of each Interest Period applicable to such Loan; provided that, if any
Interest Period for a Eurodollar Rate Loan exceeds three months, the respective
dates that fall every three months after the beginning of such Interest Period
shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last
Business Day of each March, June, September, and December, and the Maturity
Date.

         "Interest Period" means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate

                                       12
<PAGE>

Loan, and ending on the date one, two, three or six months thereafter, as
selected by the Borrower in its Loan Notice; provided that:

                  (a)      any Interest Period that would otherwise end on a day
         that is not a Business Day shall be extended to the next succeeding
         Business Day unless, in the case of a Eurodollar Rate Loan, such
         Business Day falls in another calendar month, in which case such
         Interest Period shall end on the next preceding Business Day;

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

                  (c)      no Interest Period shall extend beyond the scheduled
         Maturity Date.

         "Investment" means, as to any Person, any acquisition or investment by
such Person, whether by means of (a) the purchase or other acquisition of
capital stock or other securities of another Person, (b) a loan, advance or
capital contribution to, guaranty of debt of, or purchase or other acquisition
of any other debt or equity participation or interest in, another Person,
including any partnership or joint venture interest in or with such other
Person, (c) the provision of goods or services to another Person for
consideration other than cash payable in full upon the delivery or provision of
such goods or services (other than trade accounts payable in the Ordinary Course
of Business), or (d) the purchase or other acquisition (in one transaction or a
series of transactions) of assets of another Person that constitute a business
unit of that Person. For purposes of covenant compliance, the amount of any
Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.

         "IP Rights" has the meaning set forth in Section 5.16.

         "IRS" means the United States Internal Revenue Service.

         "Joint Venture" means a single-purpose corporation, partnership,
limited liability company, joint venture or other similar legal arrangement
(whether created by contract or conducted through a separate legal entity) now
or hereafter formed by one Person with another Person in order to conduct a
common venture or enterprise with such Person.

         "Land Development Company" means Granite Land Company and any and all
other Subsidiaries of the Borrower (or the Borrower itself) now or hereafter
engaged, directly, or indirectly through Subsidiaries or Joint Ventures, in the
business of land or real estate development.

         "Laws" means, collectively, all international, foreign, federal, state
and local statutes, treaties, rules, guidelines, regulations, ordinances, codes
and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and

                                       13
<PAGE>

permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.

         "L/C Advance" means, with respect to each Lender, such Lender's
participation in any L/C Borrowing in accordance with its Pro Rata Share.

         "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Borrowing.

         "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.

         "L/C Issuer" means the financial institution acting as issuer of
Letters of Credit hereunder (or any successor issuer of Letters of Credit
hereunder), which initially shall be Bank of America.

         "L/C Obligations" means, as at any date of determination, the aggregate
undrawn face amount of all outstanding Letters of Credit plus the aggregate of
all Unreimbursed Amounts, including all L/C Borrowings.

         "Lender" has the meaning set forth in the introductory paragraph hereto
and, as the context requires, includes the L/C Issuer.

         "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such on Schedule 10.02, or such other office or offices as a
Lender may from time to time notify the Borrower and the Administrative Agent.

         "Letter of Credit" means any standby letter of credit issued hereunder,
and shall include each Existing Letter of Credit.

         "Letter of Credit Application" means an application and agreement for
the issuance or amendment of a letter of credit in the form from time to time in
use by the L/C Issuer.

         "Letter of Credit Expiration Date" means the day that is 35 Business
Days prior to the Maturity Date (or, if such day is not a Business Day, the next
preceding Business Day).

         "Letter of Credit Sublimit" means an amount equal to the lesser of the
Aggregate Commitments and $60,000,000. The Letter of Credit Sublimit is part of,
and not in addition to, the Aggregate Commitments.

         "Leverage Ratio" means, as of any date of determination, the ratio of
(a) Consolidated Funded Indebtedness to (b) Consolidated Funded Indebtedness
plus Consolidated Tangible Net Worth.

         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, any financing lease having substantially the same economic

                                       14
<PAGE>

effect as any of the foregoing, and the filing of any financing statement under
the Uniform Commercial Code or comparable Laws of any jurisdiction), including
the interest of a purchaser of accounts receivable.

         "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a loan.

         "Loan Documents" means this Agreement, all Notes, the Fee Letter, all
Requests for Credit Extensions, all Compliance Certificates, each Guaranty, and
all other agreements, documents and instruments, executed and delivered by a
Loan Party in connection with the transactions contemplated hereby (other than
Swap Contracts) in favor of the Administrative Agent, the Arranger, the L/C
Issuer or any Lender.

         "Loan Notice" means a notice of (a) a Borrowing, (b) a conversion of
Loans from one Type to the other, or (c) a continuation of Loans as the same
Type, pursuant to Section 2.02(a), which, if in writing, shall be substantially
in the form of Exhibit A.

         "Loan Parties" means, collectively, the Borrower and each Guarantor.

         "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, condition
(financial or otherwise) or prospects of the Borrower or the Borrower and its
Restricted Subsidiaries taken as a whole; (b) a material impairment of the
ability of any Loan Party to perform its obligations under any Loan Document to
which it is a party; or (c) a material adverse effect upon the legality,
validity, binding effect or enforceability against any Loan Party of any Loan
Document to which it is a party.

         "Material Subsidiary" means, at any time, any Subsidiary, other than an
Unrestricted Subsidiary, that meets either of the following conditions at such
time: (a) such Subsidiary's consolidated total revenues for the period of the
immediately preceding four fiscal quarters is equal to or greater than 10% of
the consolidated total revenues of the Borrower and its Subsidiaries for such
period, determined in accordance with GAAP, in each case as reflected in the
most recent annual or quarterly (as applicable) financial statements required to
be delivered pursuant to Section 6.01; or (b) such Subsidiary's total
consolidated assets, as of the last day of the immediately preceding fiscal
quarter, are equal to or greater than 10% of the consolidated total assets of
the Borrower and its Subsidiaries as of such date, determined in accordance with
GAAP, in each case as reflected in the most recent annual or quarterly (as
applicable) financial statements of the Borrower required to be delivered
pursuant to Section 6.01; provided, however, that at all times prior to the date
on which the Borrower shall have delivered the quarterly financial statements
for the fiscal quarter ending June 30, 2003 in accordance with Section 6.01,
each of the entities listed on Schedule 1.01(g) shall be deemed a "Material
Subsidiary."

         "Material Unrestricted Subsidiary" means, at any time, any Unrestricted
Subsidiary that meets either of the following conditions at such time: (a) such
Unrestricted Subsidiary's consolidated total revenues for the period of the
immediately preceding four fiscal quarters is equal to or greater than 10% of
the consolidated total revenues of the Borrower and its Subsidiaries for such
period, determined in accordance with GAAP, in each case as reflected in the
most recent annual or quarterly (as applicable) financial statements required to
be delivered

                                       15
<PAGE>

pursuant to Section 6.01; or (b) such Unrestricted Subsidiary's total
consolidated assets, as of the last day of the immediately preceding fiscal
quarter, are equal to or greater than 10% of the consolidated total assets of
the Borrower and its Subsidiaries as of such date, determined in accordance with
GAAP, in each case as reflected in the most recent annual or quarterly (as
applicable) financial statements of the Borrower required to be delivered
pursuant to Section 6.01; provided, however, that at all times prior to the date
on which the Borrower shall have delivered the quarterly financial statements
for the fiscal quarter ending June 30, 2003 in accordance with Section 6.01,
Wilder shall be deemed the only Material Unrestricted Subsidiary.

         "Maturity Date" means: (a) June 27, 2006; or (b) such earlier date upon
which the Aggregate Commitments are terminated in accordance with the terms
hereof.

         "Maximum Rate" has the meaning set forth in Section 10.10.

         "Moody's" means Moody's Investors Service, Inc. or any successor
thereto.

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

         "Non-Guarantor Subsidiary" has the meaning set forth in Section 2.13.

         "Nonrenewal Notice Date" has the meaning set forth in Section
2.03(b)(iii).

         "Note" means a promissory note, substantially in the form of Exhibit B,
made by the Borrower in favor of a Lender evidencing the Loans made by such
Lender.

         "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising
and including interest that accrues after the commencement by or against any
Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief
Laws naming such Person as the debtor in such proceeding.

         "Ordinary Course of Business" means, in respect of any transaction
involving the Borrower or any Subsidiary of the Borrower, (a) the ordinary
course of such Person's business, substantially as conducted by any such Person
prior to or as of the Closing Date, and undertaken by such Person in good faith
and not for purposes of evading any covenant or restriction in any Loan
Document, or (b) transactions outside the ordinary course of such Person's
then-existing business, as long as the Borrower provides written notice to the
Administrative Agent and the Lenders prior to such Person undertaking such
business, specifically referencing this definition, provided that the Required
Lenders shall not have delivered written objections to the Administrative Agent
within five (5) Business Days after their receipt of such written notice.

         "Organization Documents" means: (a) with respect to any corporation,
such Person's certificate or articles of incorporation and its bylaws; (b) with
respect to any limited liability company, such Person's articles of formation
and operating agreement; and (c) with respect to

                                       16
<PAGE>

any partnership, Joint Venture, trust or other form of business entity, such
Person's applicable agreement of formation and any agreement, instrument, filing
or notice with respect thereto filed in connection with its formation with the
secretary of state or other department in the state of its formation, in each
case as amended from time to time.

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

         "Outstanding Amount" means: (a) with respect to Loans on any date, the
aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of Loans occurring on such date; and
(b) with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements of
outstanding unpaid drawings under any Letters of Credit or any reductions in the
maximum amount available for drawing under Letters of Credit taking effect on
such date.

         "Participant" has the meaning set forth in Section 10.07(d).

         "PBGC" means the Pension Benefit Guaranty Corporation.

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

         "Performance Letter of Credit" means any Letter of Credit that is a
"performance standby letter of credit" as set forth in applicable Laws
promulgated from time to time by the FRB.

         "Person" means any individual, trustee, corporation, general
partnership, limited partnership, limited liability company, joint stock
company, trust, unincorporated organization, bank, business association, firm,
Joint Venture or Governmental Authority.

         "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate.

         "Pricing Level Leverage Ratio" means, as of any date of determination,
the ratio of (a) Consolidated Funded Indebtedness as of such date to (b)
Consolidated EBITDA for the Subject Period ending on such date.

         "Pro Rata Share" means, with respect to each Lender, the percentage
(carried out to the ninth decimal place) of the Aggregate Commitments set forth
opposite the name of such Lender on Schedule 2.01, as such share may from time
to time be adjusted as contemplated herein.

         "Project Debt" means, in respect of any GLC Venture (the "obligor"),
any Indebtedness of such obligor incurred in the Ordinary Course of Business of
such obligor and of the Borrower and its Restricted Subsidiaries, secured by a
Lien on assets of such obligor, but as to which there

                                       17
<PAGE>

is no general recourse to such obligor or to the Borrower or any of the
Borrower's Restricted Subsidiaries, other than against such obligor for breach
of customary representations and warranties.

         "Project Debt Entity" means at any time, any GLC Venture obligated in
respect of Project Debt at such time.

         "Register" has the meaning set forth in Section 10.07(c).

         "Release" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment, including the movement of Hazardous Materials
through ambient air, soil, surface water, ground water, wetlands, land or
subsurface strata.

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

         "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Loans, a Loan Notice, and (b) with respect to an
L/C Credit Extension, a Letter of Credit Application.

         "Required Lenders" means, as of any date of determination, Lenders
whose Voting Percentages aggregate more than 50%.

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

         "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any capital stock of the
Borrower or any Subsidiary, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any such capital stock or of any option, warrant or other right to acquire any
such capital stock.

         "Restricted Subsidiaries" means, at any time, all Subsidiaries of the
Borrower, other than any Unrestricted Subsidiary at such time.

         "S&P" means Standard & Poor's Ratings Services, or any successor
thereto.

         "SEC" means the Securities and Exchange Commission or any successor or
similar Governmental Authority.

                                       18
<PAGE>

         "Senior Note Documents" means any and all note purchase agreements,
notes and other documents evidencing or relating to any outstanding Indebtedness
from time to time of the Borrower evidenced by senior notes.

         "Senior Note Guarantor" means, at any time, any Subsidiary that is at
such time a guarantor of Indebtedness of the Borrower pursuant to any Senior
Note Documents.

         "Solvent" means, as to any Person at any time, that: (a) the fair value
of the property of such Person is greater than the amount of such Person's
liabilities (including disputed, contingent and unliquidated liabilities) as
such value is established and liabilities evaluated for purposes of Section
101(32) of the Bankruptcy Code and, in the alternative, for purposes of the
California Uniform Fraudulent Transfer Act; (b) the present fair saleable value
of the property of such Person is not less than the amount that will be required
to pay the probable liability of such Person on its debts as they become
absolute and matured; (c) such Person is able to realize upon its property and
pay its debts and other liabilities (including disputed, contingent and
unliquidated liabilities) as they mature in the normal course of business; (d)
such Person does not intend to, and does not believe that it will, incur debts
or liabilities beyond such Person's ability to pay as such debts and liabilities
mature; and (e) such Person is not engaged in business or a transaction for
which such Person's property would constitute unreasonably small capital.

         "Subject Period" means, as of any date of determination, the four
consecutive fiscal quarter period ending on such date.

         "Subsidiary" of a Person means a corporation, partnership, Joint
Venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for
the election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Borrower.

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

                                       19
<PAGE>

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

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

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

         "Type" means, with respect to a Loan, its character as a Base Rate Loan
or a Eurodollar Rate Loan.

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

         "Unreimbursed Amount" has the meaning set forth in Section 2.03(c)(i).

         "Unrestricted Subsidiaries" means, at any time, Wilder and each of its
Subsidiaries, provided that at all times prior to such time (a) the consolidated
revenue of Wilder and its Subsidiaries does not exceed 15% of the consolidated
total revenue of the Borrower and its Subsidiaries, and (b) the consolidated
total assets of Wilder and its Subsidiaries do not exceed 15% of the
consolidated total assets of the Borrower and its Subsidiaries, in each case (a)
and (b), determined in accordance with GAAP, and as reflected in the most recent
annual or quarterly (as applicable) financial statements of the Borrower
required to be delivered pursuant to Section 6.01, and further provided that
Wilder at no time at or prior to such time is or has been, directly or
indirectly, a wholly-owned Subsidiary of the Borrower.

         "Voting Percentage" means, as to any Lender, (a) at any time when the
Aggregate Commitments are in effect, such Lender's Pro Rata Share and (b) at any
time after the termination of the Aggregate Commitments, the percentage (carried
out to the ninth decimal place) which (i) the sum of (A) the Outstanding Amount
of such Lender's Loans, plus (B) such Lender's Pro Rata Share of the Outstanding
Amount of L/C Obligations, then comprises of (ii) the Outstanding Amount of all
Loans and L/C Obligations; provided that, if any Lender has failed to fund any
portion of the Loans, participations in L/C Obligations required to be funded by
it hereunder, such Lender's Voting Percentage shall be deemed to be zero, and
the respective Pro Rata Shares and Voting Percentages of the other Lenders shall
be recomputed for purposes

                                       20
<PAGE>

of this definition and the definition of "Required Lenders" without regard to
such Lender's Commitment or the outstanding amount of its Loans and L/C
Advances, as the case may be.

         "Wilder" means Wilder Construction Co., a Washington corporation, and
any successor thereto.

         1.02 OTHER INTERPRETIVE PROVISIONS. With reference to this Agreement
and each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

         (a) The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.

         (b)      (i)      The words "herein" and "hereunder" and words of
         similar import when used in any Loan Document shall refer to such Loan
         Document as a whole and not to any particular provision thereof.

                  (ii)     Article, Section, Exhibit and Schedule references are
         to the Loan Document in which such reference appears.

                  (iii)    The term "including" is by way of example and not
         limitation.

                  (iv)     The term "documents" includes any and all
         instruments, documents, agreements, certificates, notices, reports,
         financial statements and other writings, however evidenced, whether in
         physical or electronic form.

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

         (d) Section headings herein and in the other Loan Documents are
included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.

         (e) Unless otherwise expressly provided herein: (i) references to
agreements (including this Agreement) and other contractual instruments shall be
deemed to include all subsequent amendments and other modifications thereto, but
only to the extent such amendments and other modifications are not prohibited by
the terms of any Loan Document; and (ii) references to any statute or regulation
are to be construed as including all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting the statute or
regulation.

         1.03     ACCOUNTING TERMS.

         (a) All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data required to be
submitted pursuant to this Agreement shall be prepared in conformity with, GAAP
applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the Audited Financial Statements,
except as otherwise specifically prescribed herein.

                                       21
<PAGE>

         (b) If at any time any change in GAAP would affect the computation of
any financial ratio or requirement set forth in any Loan Document, and either
the Borrower or the Required Lenders shall so request, the Administrative Agent,
the Lenders and the Borrower shall negotiate in good faith to amend such ratio
or requirement to preserve the original intent thereof in light of such change
in GAAP (subject to the approval of the Required Lenders); provided that, until
so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.

         1.04     ROUNDING. Any financial ratios required to be maintained by
the Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

         1.05     REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise expressly
provided herein, (a) references to agreements (including the Loan Documents) and
other contractual instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan Document; and
(b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.

                                  ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

         2.01     LOANS. Subject to the terms and conditions set forth herein,
each Lender severally agrees to make loans to the Borrower from time to time on
any Business Day during the period from the Closing Date to the Maturity Date in
an aggregate amount not to exceed at any time outstanding the amount of such
Lender's Commitment; provided that, after giving effect to any Borrowing, (i)
the aggregate Outstanding Amount of all Loans and L/C Obligations shall not
exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of
the Loans of any Lender plus such Lender's Pro Rata Share of the Outstanding
Amount of all L/C Obligations shall not exceed such Lender's Commitment. Within
the limits of each Lender's Commitment, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 2.01, prepay under
Section 2.04, and reborrow under this Section 2.01. Loans may be Base Rate Loans
or Eurodollar Rate Loans, as further provided herein.

         2.02     BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.

         (a) Each Borrowing, each conversion of Loans from one Type to a
different Type and each continuation of Loans as the same Type shall be made
upon the Borrower's irrevocable notice to the Administrative Agent, which may be
given by telephone. Each such notice must be received by the Administrative
Agent not later than 9:00 a.m., San Francisco time, (i) three (3) Business Days
prior to the requested date of any Borrowing of, conversion to or continuation
of

                                       22
<PAGE>

Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate
Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each
such telephonic notice must be confirmed immediately by delivery to the
Administrative Agent of a written Loan Notice (which may be sent by facsimile),
appropriately completed and signed by two (2) Responsible Officers of the
Borrower. Each Borrowing of Loans, each conversion of Loans from one Type to
another Type, and each continuation of Eurodollar Rate Loans shall be in a
principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess
thereof. Each Loan Notice (whether telephonic or written) shall specify (i)
whether the Borrower is requesting a Borrowing, a conversion of Loans from one
Type to the other, or a continuation of Loans as the same Type, (ii) the
requested date of the Borrowing, conversion or continuation, as the case may be
(which shall be a Business Day), (iii) the principal amount of Loans to be
borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to
which existing Loans are to be converted, and (v) if applicable, the duration of
the Interest Period with respect thereto. If the Borrower fails to specify a
Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Loans shall be made
or continued as, or converted to, Base Rate Loans. Any such automatic conversion
to Base Rate Loans shall be effective as of the last day of the Interest Period
then in effect with respect to the applicable Eurodollar Rate Loans. If the
Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar
Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it
will be deemed to have specified an Interest Period of one month.

         (b) Following receipt of a Loan Notice, the Administrative Agent shall
promptly notify each Lender of its Pro Rata Share of the applicable Loans, and
if no timely notice of a conversion or continuation is provided by the Borrower,
the Administrative Agent shall notify each Lender of the details of any
automatic conversion to Base Rate Loans described in the preceding subsection.
In the case of a Borrowing, each Lender shall make the amount of its Loan
available to the Administrative Agent in immediately available funds at the
Administrative Agent's Office not later than 11:00 a.m., San Francisco time, on
the Business Day specified in the applicable Loan Notice. Upon satisfaction of
the applicable conditions set forth in Section 4.02 (and, if such Borrowing is
the initial Credit Extension, Section 4.01), the Administrative Agent shall make
all funds so received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to the
Administrative Agent by the Borrower; provided that, if, on the date of the
Borrowing, there are L/C Borrowings outstanding, then the proceeds of such
Borrowing shall be applied, first, to the payment in full of any such L/C
Borrowings and, second, to the Borrower as provided above.

         (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of the Interest Period for such
Eurodollar Rate Loan. During the existence of a Default or Event of Default, no
Loans may be requested as, converted to or continued as Eurodollar Rate Loans
without the consent of the Required Lenders, and the Required Lenders may demand
that any or all of the then outstanding Eurodollar Rate Loans be converted
immediately to Base Rate Loans.

         (d) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Eurodollar Rate Loan upon
determination of such interest rate.

                                       23
<PAGE>

The determination of the Eurodollar Rate by the Administrative Agent shall be
conclusive in the absence of manifest error. The Administrative Agent shall
notify the Borrower and the Lenders of any change in Bank of America's prime
rate used in determining the Base Rate promptly following the public
announcement of such change.

         (e) After giving effect to all Borrowings, all conversions of Loans
from one Type to the other, and all continuations of Loans as the same Type,
there shall not be more than ten Interest Periods in effect with respect to
Loans.

         2.03     LETTERS OF CREDIT.

         (a) The Letter of Credit Commitment.

                  (i)      Subject to the terms and conditions set forth herein,
         (A) the L/C Issuer agrees, in reliance upon the agreements of the other
         Lenders set forth in this Section 2.03, (1) from time to time on any
         Business Day during the period from the Closing Date until the Letter
         of Credit Expiration Date, to issue Letters of Credit for the account
         of the Borrower, and to amend or renew Letters of Credit previously
         issued by it, in accordance with subsection (b) below, and (2) to honor
         drafts under the Letters of Credit; and (B) the Lenders severally agree
         to participate in Letters of Credit issued for the account of the
         Borrower; provided that the L/C Issuer shall not be obligated to make
         any L/C Credit Extension with respect to any Letter of Credit, and no
         Lender shall be obligated to participate in, any Letter of Credit if as
         of the date of such L/C Credit Extension, (x) the Outstanding Amount of
         all L/C Obligations and all Loans would exceed the Aggregate
         Commitments, (y) the sum of the aggregate Outstanding Amount of the
         Loans of any Lender plus such Lender's Pro Rata Share of the
         Outstanding Amount of all L/C Obligations would exceed such Lender's
         Commitment, or (z) the Outstanding Amount of the L/C Obligations would
         exceed the Letter of Credit Sublimit. Within the foregoing limits, and
         subject to the terms and conditions hereof, the Borrower's ability to
         obtain Letters of Credit shall be fully revolving, and accordingly the
         Borrower may, during the foregoing period, obtain Letters of Credit to
         replace Letters of Credit that have expired or that have been drawn
         upon and reimbursed. All Existing Letters of Credit shall be deemed to
         have been issued pursuant hereto and, from and after the Closing Date,
         shall be subject to and governed by the terms and conditions hereof.

                  (ii)     The L/C Issuer shall be under no obligation to issue
         any Letter of Credit if:

                           (A) any order, judgment or decree of any Governmental
                  Authority or arbitrator shall by its terms purport to enjoin
                  or restrain the L/C Issuer from issuing such Letter of Credit,
                  or any Law applicable to the L/C Issuer or any request or
                  directive (whether or not having the force of law) from any
                  Governmental Authority with jurisdiction over the L/C Issuer
                  shall prohibit, or request that the L/C Issuer refrain from,
                  the issuance of letters of credit generally or such Letter of
                  Credit in particular or shall impose upon the L/C Issuer with
                  respect to such Letter of Credit any restriction, reserve or
                  capital requirement (for which the L/C Issuer is not otherwise
                  compensated hereunder) not in effect on the Closing Date, or
                  shall impose upon the L/C Issuer any unreimbursed loss, cost
                  or

                                       24
<PAGE>

                  expense which was not applicable on the Closing Date and which
                  the L/C Issuer in good faith deems material to it;

                           (B) subject to clause (C) below and subject to
                  Section 2.03(b)(iii), the expiry date of any Letter of Credit
                  would occur more than one year after the date of issuance or
                  last renewal, unless the Required Lenders have approved such
                  expiry date;

                           (C) the expiry date of such requested Letter of
                  Credit would occur after the Letter of Credit Expiration Date,
                  unless all the Lenders have approved such expiry date;

                           (D) the issuance of such Letter of Credit would
                  violate one or more policies of the L/C Issuer or such Letter
                  of Credit does not provide for drafts;

                           (E) the face amount of any Letter of Credit (other
                  than an Existing Letter of Credit) is less than $1,000,000;

                           (F) such Letter of Credit is for the purpose of
                  supporting the issuance of any letter of credit issued by any
                  other Person; or

                           (G) such Letter of Credit is denominated in a
                  currency other than Dollars.

                  (iii)    The L/C Issuer shall be under no obligation to amend
         any Letter of Credit if (A) the L/C Issuer would have no obligation at
         such time to issue such Letter of Credit in its amended form under the
         terms hereof, or (B) the beneficiary of such Letter of Credit does not
         accept the proposed amendment to such Letter of Credit.

         (b) Procedures for Issuance and Amendment of Letters of Credit;
Auto-Renewal Letters of Credit.

                  (i)      Each Letter of Credit shall be issued or amended, as
         the case may be, upon the request of the Borrower delivered to the L/C
         Issuer (with a copy to the Administrative Agent) in the form of a
         Letter of Credit Application, appropriately completed and signed by two
         (2) Responsible Officers of the Borrower. Such L/C Application must be
         received by the L/C Issuer and the Administrative Agent not later than
         9:00 a.m., San Francisco time, at least two (2) Business Days (or such
         later date and time as the L/C Issuer may agree in a particular
         instance in its sole discretion) prior to the proposed issuance date or
         date of amendment, as the case may be. In the case of a request for an
         initial issuance of a Letter of Credit, such Letter of Credit
         Application shall specify in form and detail satisfactory to the L/C
         Issuer: (A) the proposed issuance date of the requested Letter of
         Credit (which shall be a Business Day); (B) the amount thereof; (C) the
         expiry date thereof; (D) the name and address of the beneficiary
         thereof; (E) the documents to be presented by such beneficiary in case
         of any drawing thereunder; (F) the full text of any certificate to be
         presented by such beneficiary in case of any drawing thereunder; and
         (G) such other matters as the L/C Issuer may require. In the case of a
         request for an amendment of any outstanding Letter of Credit, such
         Letter of Credit

                                       25
<PAGE>

         Application shall specify in form and detail satisfactory to the L/C
         Issuer (A) the Letter of Credit to be amended; (B) the proposed date of
         amendment thereof (which shall be a Business Day); (C) the nature of
         the proposed amendment; and (D) such other matters as the L/C Issuer
         may require.

                  (ii)     Promptly after receipt of any Letter of Credit
         Application, the L/C Issuer will confirm with the Administrative Agent
         (by telephone or in writing) that the Administrative Agent has received
         a copy of such Letter of Credit Application from the Borrower and, if
         not, the L/C Issuer will provide the Administrative Agent with a copy
         thereof. Upon receipt by the L/C Issuer of confirmation from the
         Administrative Agent that the requested issuance or amendment is
         permitted in accordance with the terms hereof, then, subject to the
         terms and conditions hereof, the L/C Issuer shall, on the requested
         date, issue a Letter of Credit for the account of the Borrower or enter
         into the applicable amendment, as the case may be, in each case in
         accordance with the L/C Issuer's usual and customary business
         practices. Immediately upon the issuance of each Letter of Credit, each
         Lender shall be deemed to, and hereby irrevocably and unconditionally
         agrees to, purchase from the L/C Issuer a risk participation in such
         Letter of Credit in an amount equal to the product of such Lender's Pro
         Rata Share times the amount of such Letter of Credit.

                  (iii)    If the Borrower so requests in any applicable Letter
         of Credit Application, the L/C Issuer may, in it sole and absolute
         discretion, agree to issue a Letter of Credit that has automatic
         renewal provisions (each, an "Auto-Renewal Letter of Credit"); provided
         that any such Auto-Renewal Letter of Credit must permit the L/C Issuer
         to prevent any such renewal at least once in each twelve-month period
         (commencing with the date of issuance of such Letter of Credit) by
         giving prior notice to the beneficiary thereof not later than a day
         (the "Nonrenewal Notice Date") in each such twelve-month period to be
         agreed upon at the time such Letter of Credit is issued. Unless
         otherwise directed by the L/C Issuer, the Borrower shall not be
         required to make a specific request to the L/C Issuer for any such
         renewal. Once an Auto-Renewal Letter of Credit has been issued, the
         Lenders shall be deemed to have authorized (but may not require) the
         L/C Issuer to permit the renewal of such Letter of Credit at any time
         to a date not later than the Letter of Credit Expiration Date; provided
         that the L/C Issuer shall not permit any such renewal if (A) the L/C
         Issuer would have no obligation at such time to issue such Letter of
         Credit in its renewed form under the terms hereof, or (B) it has
         received notice (which shall be in writing, including by facsimile) on
         or before the fifth Business Day immediately preceding the Nonrenewal
         Notice Date (1) from the Administrative Agent that the Required Lenders
         have elected not to permit such renewal or (2) from the Administrative
         Agent, any Lender or the Borrower that one or more of the applicable
         conditions specified in Section 4.02 is not then satisfied.
         Notwithstanding anything to the contrary contained herein, the L/C
         Issuer shall have no obligation to permit the renewal of any
         Auto-Renewal Letter of Credit at any time.

                  (iv)     Promptly after its delivery of any Letter of Credit
         or any amendment to a Letter of Credit to an advising bank with respect
         thereto or to the beneficiary thereof, the L/C Issuer will also deliver
         to the Borrower and the Administrative Agent a true and complete copy
         of such Letter of Credit or amendment.

                                       26
<PAGE>

         (c) Drawings and Reimbursements; Funding of Participations.

                  (i)      Upon any drawing under any Letter of Credit, the L/C
         Issuer shall notify the Borrower and the Administrative Agent thereof.
         Not later than 9:00 a.m., San Francisco time, on the date of any
         payment by the L/C Issuer under a Letter of Credit (each such date, an
         "Honor Date"), the Borrower shall reimburse the L/C Issuer through the
         Administrative Agent in an amount equal to the amount of such drawing.
         If the Borrower fails to so reimburse the L/C Issuer by such time, the
         Administrative Agent shall promptly notify each Lender of the Honor
         Date, the amount of the unreimbursed drawing (the "Unreimbursed
         Amount"), and such Lender's Pro Rata Share thereof. In such event, the
         Borrower shall be deemed to have requested a Borrowing of Base Rate
         Loans to be disbursed on the Honor Date in an amount equal to the
         Unreimbursed Amount, without regard to the minimum and multiples
         specified in Section 2.02 for the principal amount of Base Rate Loans,
         but subject to the amount of the unutilized portion of the Aggregate
         Commitments and the conditions set forth in Section 4.02 (other than
         the delivery of a Loan Notice). Any notice given by the L/C Issuer or
         the Administrative Agent pursuant to this Section 2.03(c)(i) may be
         given by telephone if immediately confirmed in writing; provided that
         the lack of such an immediate confirmation shall not affect the
         conclusiveness or binding effect of such notice.

                  (ii)     Each Lender (including the Lender acting as L/C
         Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds
         available to the Administrative Agent for the account of the L/C Issuer
         at the Administrative Agent's Office in an amount equal to its Pro Rata
         Share of the Unreimbursed Amount not later than 11:00 a.m., San
         Francisco time, on the Business Day specified in such notice by the
         Administrative Agent, whereupon, subject to the provisions of Section
         2.03(c)(iii), each Lender that so makes funds available shall be deemed
         to have made a Base Rate Loan to the Borrower in such amount. The
         Administrative Agent shall remit the funds so received to the L/C
         Issuer.

                  (iii)    With respect to any Unreimbursed Amount that is not
         fully refinanced by a Borrowing of Base Rate Loans because the
         conditions set forth in Section 4.02 cannot be satisfied or for any
         other reason, the Borrower shall be deemed to have incurred from the
         L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount
         that is not so refinanced, which L/C Borrowing shall be due and payable
         on demand (together with interest) and shall bear interest at the
         Default Rate. In such event, each Lender's payment to the
         Administrative Agent for the account of the L/C Issuer pursuant to
         Section 2.03(c)(ii) shall be deemed payment in respect of its
         participation in such L/C Borrowing and shall constitute an L/C Advance
         from such Lender in satisfaction of its participation obligation under
         this Section 2.03.

                  (iv)     Until each Lender funds its Loan or L/C Advance
         pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any
         amount drawn under any Letter of Credit, interest in respect of such
         Lender's Pro Rata Share of such amount shall be solely for the account
         of the L/C Issuer.

                                       27
<PAGE>

                  (v)      Each Lender's obligation to make Loans or L/C
         Advances to reimburse the L/C Issuer for amounts drawn under Letters of
         Credit, as contemplated by this Section 2.03(c), shall be absolute and
         unconditional and shall not be affected by any circumstance, including
         (A) any set-off, counterclaim, recoupment, defense or other right which
         such Lender may have against the L/C Issuer, the Borrower or any other
         Person for any reason whatsoever; (B) the occurrence or continuance of
         a Default or Event of Default, or (C) any other occurrence, event or
         condition, whether or not similar to any of the foregoing. Any
         reimbursement pursuant to this Section 2.03 shall not relieve or
         otherwise impair the obligation of the Borrower to reimburse the L/C
         Issuer for the amount of any payment made by the L/C Issuer under any
         Letter of Credit, together with interest as provided herein.

                  (vi)     If any Lender fails to make available to the
         Administrative Agent for the account of the L/C Issuer any amount
         required to be paid by such Lender pursuant to the foregoing provisions
         of this Section 2.03(c) by the time specified in Section 2.03(c)(ii),
         the L/C Issuer shall be entitled to recover from such Lender (acting
         through the Administrative Agent), on demand, such amount with interest
         thereon for the period from the date such payment is required to the
         date on which such payment is immediately available to the L/C Issuer
         at a rate per annum equal to the Federal Funds Rate from time to time
         in effect. A certificate of the L/C Issuer submitted to any Lender
         (through the Administrative Agent) with respect to any amounts owing
         under this clause (vi) shall be conclusive absent manifest error.

         (d) Repayment of Participations.

                  (i)      At any time after the L/C Issuer has made a payment
         under any Letter of Credit and has received from any Lender such
         Lender's L/C Advance in respect of such payment in accordance with
         Section 2.03(c), if the Administrative Agent receives for the account
         of the L/C Issuer any payment related to such Letter of Credit (whether
         directly from the Borrower or otherwise, including proceeds of Cash
         Collateral applied thereto by the Administrative Agent), or any payment
         of interest thereon, the Administrative Agent will distribute to such
         Lender its Pro Rata Share thereof in the same funds as those received
         by the Administrative Agent.

                  (ii)     If any payment received by the Administrative Agent
         for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is
         required to be returned, each Lender shall pay to the Administrative
         Agent for the account of the L/C Issuer its Pro Rata Share thereof on
         demand of the Administrative Agent, plus interest thereon from the date
         of such demand to the date such amount is returned by such Lender, at a
         rate per annum equal to the Federal Funds Rate from time to time in
         effect.

         (e) Obligations Absolute. The obligation of the Borrower to reimburse
the L/C Issuer for each drawing under each Letter of Credit, and to repay each
L/C Borrowing and each drawing under a Letter of Credit that is refinanced by a
Borrowing of Loans, shall be absolute, unconditional and irrevocable, and shall
be paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:

                                       28
<PAGE>

                  (i)      any lack of validity or enforceability of such Letter
         of Credit, this Agreement, or any other agreement or instrument
         relating thereto;

                  (ii)     the existence of any claim, counterclaim, set-off,
         defense or other right that the Borrower may have at any time against
         any beneficiary or any transferee of such Letter of Credit (or any
         Person for whom any such beneficiary or any such transferee may be
         acting), the L/C Issuer or any other Person, whether in connection with
         this Agreement, the transactions contemplated hereby or by such Letter
         of Credit or any agreement or instrument relating thereto, or any
         unrelated transaction;

                  (iii)    any draft, demand, certificate or other document
         presented under such Letter of Credit proving to be forged, fraudulent,
         invalid or insufficient in any respect or any statement therein being
         untrue or inaccurate in any respect; or any loss or delay in the
         transmission or otherwise of any document required in order to make a
         drawing under such Letter of Credit;

                  (iv)     any payment by the L/C Issuer under such Letter of
         Credit against presentation of a draft or certificate that does not
         strictly comply with the terms of such Letter of Credit; or any payment
         made by the L/C Issuer under such Letter of Credit to any Person
         purporting to be a trustee in bankruptcy, debtor-in-possession,
         assignee for the benefit of creditors, liquidator, receiver or other
         representative of or successor to any beneficiary or any transferee of
         such Letter of Credit, including any arising in connection with any
         proceeding under any Debtor Relief Law; or

                  (v)      any other circumstance or happening whatsoever,
         whether or not similar to any of the foregoing, including any other
         circumstance that might otherwise constitute a defense available to, or
         a discharge of, the Borrower.

         The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

         (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. No Agent-Related Person
nor any of the respective correspondents, participants or assignees of the L/C
Issuer shall be liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Lenders or the
Required Lenders, as applicable; (ii) any action taken or omitted in the absence
of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related
to any Letter of Credit or Letter of Credit Application. The Borrower hereby
assumes all risks of the acts or omissions of any beneficiary or transferee with
respect to its use of any Letter of Credit; provided that this assumption is not
intended to, and shall not, preclude the Borrower's pursuing such rights and

                                       29
<PAGE>

remedies as it may have against the beneficiary or transferee at law or under
any other agreement. No Agent-Related Person, nor any of the respective
correspondents, participants or assignees of the L/C Issuer, shall be liable or
responsible for any of the matters described in clauses (i) through (v) of
Section 2.03(e); provided that, notwithstanding anything in such clauses to the
contrary, the Borrower may have a claim against the L/C Issuer, and the L/C
Issuer may be liable to the Borrower, to the extent, but only to the extent, of
any direct, as opposed to consequential or exemplary, damages suffered by the
Borrower which the Borrower proves were caused by the L/C Issuer's willful
misconduct or gross negligence or the L/C Issuer's willful failure to pay under
any Letter of Credit after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions of a
Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C
Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

         (g) Cash Collateral. Upon the request of the Administrative Agent, (i)
if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any Letter of Credit may for any
reason remain outstanding and partially or wholly undrawn, the Borrower shall
immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations (in an amount equal to such Outstanding Amount).

         (h) Applicability of ISP98. Unless otherwise expressly agreed by the
L/C Issuer and the Borrower when a Letter of Credit is issued (including any
such agreement applicable to an Existing Letter of Credit), the rules of the
"International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to such Letter of Credit.

         (i) Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share,
subject to Section 2.07(b), (i) a Letter of Credit fee for each outstanding
Performance Letter of Credit equal to 75% of the Applicable Rate (for Eurodollar
Rate Loans) multiplied by the actual daily maximum amount available to be drawn
under each such Letter of Credit, and (ii) a Letter of Credit fee for each
Financial Letter of Credit equal to the Applicable Rate (for Eurodollar Rate
Loans) multiplied by the actual daily maximum amount available to be drawn under
each such Letter of Credit. Such Letter of Credit fees shall be computed on a
quarterly basis in arrears. Such fee for each Letter of Credit shall be due and
payable on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter
of Credit, and on the Letter of Credit Expiration Date. If there is any change
in the Applicable Rate (or in the characterization of such Letter of Credit as a
Performance Letter of Credit or Financial Letter of Credit) during any quarter,
the actual daily amount of each Letter of Credit shall be computed and
multiplied by the Applicable Rate (or applicable percentage thereof) separately
for each period during such quarter that such Applicable Rate (or
characterization) was in effect.

                                       30
<PAGE>

         (j) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a
fronting fee with respect to each Letter of Credit in the amounts and at the
times specified in the Fee Letter. In addition, the Borrower shall pay directly
to the L/C Issuer for its own account the customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of
the L/C Issuer relating to letters of credit as from time to time in effect.
Such fees and charges are due and payable on demand and are nonrefundable.

         (k) Conflict with Letter of Credit Application. In the event of any
conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

         2.04     PREPAYMENTS.

         (a) The Borrower may, upon notice to the Administrative Agent, at any
time or from time to time voluntarily prepay Loans in whole or in part without
premium or penalty; provided that (i) such notice must be received by the
Administrative Agent not later than 9:00 a.m., San Francisco time, (A) three (3)
Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B)
on the date of prepayment of Base Rate Loans; and (ii) any prepayment of Loans
shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000
in excess thereof. Each such notice shall specify the date and amount of such
prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will
promptly notify each Lender of its receipt of each such notice, and of such
Lender's Pro Rata Share of such prepayment. If such notice is given by the
Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein.
Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued
interest thereon, together with any additional amounts required pursuant to
Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders
in accordance with their respective Pro Rata Shares.

         (b) If for any reason the Outstanding Amount of all Loans and L/C
Obligations at any time exceeds the Aggregate Commitments then in effect, the
Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C
Obligations in an aggregate amount equal to such excess.

         2.05     REDUCTION OR TERMINATION OF COMMITMENTS. The Borrower may,
upon notice to the Administrative Agent, terminate the Aggregate Commitments, or
permanently reduce the Aggregate Commitments to an amount not less than the then
Outstanding Amount of all Loans and L/C Obligations; provided that (i) any such
notice shall be received by the Administrative Agent not later than 9:00 a.m.,
San Francisco time, five (5) Business Days prior to the date of termination or
reduction, and (ii) any such partial reduction shall be in an aggregate amount
of $10,000,000 or any whole multiple of $1,000,000 in excess thereof. The
Administrative Agent shall promptly notify the Lenders of any such notice of
reduction or termination of the Aggregate Commitments. Once reduced in
accordance with this Section, the Aggregate Commitments may not be increased.
Any reduction of the Aggregate Commitments shall be applied to the Commitment of
each Lender according to its Pro Rata Share. All fees accrued until the
effective date of any termination of the Aggregate Commitments shall be paid on
the effective date of such termination.

                                       31
<PAGE>

         2.06     REPAYMENT OF LOANS. The Borrower shall repay to the Lenders on
the Maturity Date the aggregate principal amount of Loans outstanding on such
date.

         2.07     INTEREST.

         (a) Subject to the provisions of subsection (b) below, (i) each
Eurodollar Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurodollar
Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate
Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Rate.

         (b) While any Event of Default exists or after acceleration, the
Borrower shall pay interest on the principal amount of all outstanding
Obligations at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Law. Accrued and
unpaid interest on past due amounts (including interest on past due interest)
shall be due and payable upon demand.

         (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

         2.08     FEES. In addition to certain fees described in subsections (i)
and (j) of Section 2.03:

         (a) Commitment Fee. The Borrower shall pay to the Administrative Agent
for the account of each Lender in accordance with its Pro Rata Share, a
commitment fee equal to the Applicable Rate multiplied by the actual daily
amount by which the Aggregate Commitments exceed the sum of (i) the Outstanding
Amount of Loans and (ii) the Outstanding Amount of L/C Obligations during each
quarterly period (or portion thereof). The commitment fee shall accrue at all
times from the Closing Date until the Maturity Date and shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the Closing Date,
and on the Maturity Date. The commitment fee shall be calculated quarterly in
arrears, and, if there is any change in the Applicable Rate during any quarter,
the actual daily amount shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect. The commitment fee shall accrue at all times, including at any time
during which one or more of the conditions in Article IV is not met.

         (b) Utilization Fee. The Borrower shall pay to the Administrative Agent
for the account of each Lender in accordance with its Pro Rata Share, a
utilization fee equal to the Applicable Rate multiplied by the actual daily
aggregate Outstanding Amount of Loans and L/C Obligations on each day that such
aggregate Outstanding Amount exceeds 33.00% of the Aggregate Commitments. The
utilization fee shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the
first such date to occur after the Closing Date, and on the Maturity Date. The
utilization fee shall be

                                       32
<PAGE>

calculated quarterly in arrears. The utilization fee shall accrue at all times,
including at any time during which one or more of the conditions in Article IV
is not met.

         (c) Arrangement and Agency Fees. The Borrower shall pay an arrangement
fee to the Arranger for the Arranger's own account, and shall pay an agency fee
to the Administrative Agent for the Administrative Agent's own account, in the
amounts and at the times specified in the Fee Letter. Such fees shall be fully
earned when paid and shall be nonrefundable for any reason whatsoever.

         (d) Lenders' Upfront Fees. On the Closing Date, the Borrower shall pay
to the Administrative Agent, for the account of the Lenders in accordance with
their respective Pro Rata Shares, an upfront fee in an amount set forth in the
Fee Letter. Such upfront fees are for the credit facilities committed by the
Lenders under this Agreement and are fully earned on the date paid. The upfront
fee paid to each Lender is solely for its own account and is nonrefundable for
any reason whatsoever.

         2.09     COMPUTATION OF INTEREST AND FEES. Interest on Base Rate Loans
shall be calculated on the basis of a year of 365 or 366 days, as the case may
be, and the actual number of days elapsed. Computation of all other types of
interest and all fees shall be calculated on the basis of a year of 360 days and
the actual number of days elapsed, which results in a higher yield to the payee
thereof than a method based on a year of 365 or 366 days. Interest shall accrue
on each Loan for the day on which the Loan is made and shall not accrue on a
Loan, or any portion thereof, for the day on which the Loan (or any such
portion) is paid; provided that any Loan that is repaid on the same day on which
it is made shall bear interest for one day.

         2.10     EVIDENCE OF DEBT.

         (a) The Credit Extensions made by each Lender shall be evidenced by one
or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive (absent manifest
error) of the amount of the Credit Extensions made by the Lenders to the
Borrower and all interest and payments thereon. Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder to pay any amount owing with respect to the Loans or
the L/C Obligations. In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of
such Lender shall control. Upon the request of any Lender made through the
Administrative Agent, such Lender's Loans may be evidenced by a Note in addition
to such accounts or records. Each Lender may attach schedules to its Note(s) and
endorse thereon the date, Type (if applicable), amount and maturity of the
applicable Loans and payments with respect thereto.

         (b) In addition to the accounts and records referred to in subsection
(a), each Lender and the Administrative Agent shall maintain in accordance with
its usual practice accounts or records evidencing the purchases and sales by
such Lender of participations in Letters of Credit. In the event of any conflict
between the accounts and records maintained by the Administrative Agent

                                       33
<PAGE>

and the accounts and records of any Lender in respect of such matters, the
accounts and records of the Administrative Agent shall control.

         2.11     PAYMENTS GENERALLY.

         (a) All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in immediately available funds not later than 11:00 a.m.,
San Francisco time, on the date specified herein. The Administrative Agent will
promptly distribute to each Lender its Pro Rata Share (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer
to such Lender's Lending Office. All payments received by the Administrative
Agent after 11:00 a.m., San Francisco time, shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.

         (b) Subject to the definition of "Interest Period" contained in Section
1.01, if any payment to be made by the Borrower shall come due on a day other
than a Business Day, payment shall be made on the next following Business Day,
and such extension of time shall be reflected in computing interest or fees, as
the case may be.

         (c) If at any time the funds received by and available to the
Administrative Agent are not sufficient to pay fully all amounts of principal,
L/C Borrowings, interest and fees then due hereunder, such funds shall be
applied (i) first, toward costs and expenses (including Attorney Costs and
amounts payable under Article III) incurred by the Administrative Agent and each
Lender, (ii) second, toward repayment of interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties, and (iii) third, toward repayment of
principal and L/C Borrowings then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and L/C Borrowings
then due to such parties.

         (d) Unless the Borrower or any Lender has notified the Administrative
Agent prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in immediately
available funds, then:

                  (i)      if the Borrower failed to make such payment, each
         Lender shall forthwith on demand repay to the Administrative Agent the
         portion of such assumed payment that was made available to such Lender
         in immediately available funds, together with interest thereon in
         respect of each day from and including the date such amount was made
         available by the Administrative Agent to such Lender to the date such
         amount is repaid to the Administrative Agent in immediately available
         funds, at the Federal Funds Rate from time to time in effect; and

                                       34
<PAGE>

                  (ii)     if any Lender failed to make such payment, such
         Lender shall forthwith on demand pay to the Administrative Agent the
         amount thereof in immediately available funds, together with interest
         thereon for the period from the date such amount was made available by
         the Administrative Agent to the Borrower to the date such amount is
         recovered by the Administrative Agent (the "Compensation Period") at a
         rate per annum equal to the Federal Funds Rate from time to time in
         effect. If such Lender pays such amount to the Administrative Agent,
         then such amount shall constitute such Lender's Loan included in the
         applicable Borrowing. If such Lender does not pay such amount forthwith
         upon the Administrative Agent's demand therefor, the Administrative
         Agent may make a demand therefor upon the Borrower, and the Borrower
         shall pay such amount to the Administrative Agent, together with
         interest thereon for the Compensation Period at a rate per annum equal
         to the rate of interest applicable to the applicable Borrowing. Nothing
         herein shall be deemed to relieve any Lender from its obligation to
         fulfill its Commitment or to prejudice any rights, which the
         Administrative Agent or the Borrower may have against any Lender as a
         result of any default by such Lender hereunder.

         A notice of the Administrative Agent to any Lender with respect to any
amount owing under this subsection (d) shall be conclusive, absent manifest
error.

         (e) If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this Article II, and the conditions to the applicable Credit Extension set forth
in Article IV are not satisfied or waived in accordance with the terms hereof,
the Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.

         (f) The obligations of the Lenders hereunder to make Loans and to fund
participations in Letters of Credit are several and not joint. The failure of
any Lender to make any Loan or to fund any such participation on any date
required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Loan or purchase its participation.

         (g) Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

         2.12     SHARING OF PAYMENTS. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Loans made by it, or
the participations in L/C Obligations held by it, any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Lender shall immediately (a) notify the Administrative
Agent of such fact, and (b) purchase from the other Lenders such participations
in the Loans made by them and/or such subparticipations in the participations in
L/C Obligations held by them, as the case may be, as shall be necessary to cause
such purchasing Lender to share the excess payment in respect of such Loans or
such participations, as the case may be, pro rata with each of them; provided
that if all or any portion of such excess payment is thereafter recovered from
the purchasing Lender, such purchase shall to that extent be rescinded and each
other Lender shall repay to the

                                       35
<PAGE>

purchasing Lender the purchase price paid therefor, together with an amount
equal to such paying Lender's ratable share (according to the proportion of (i)
the amount of such paying Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered.
The Borrower agrees that any Lender so purchasing a participation from another
Lender may, to the fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off, but subject to Section 10.09) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation. The Administrative
Agent will keep records (which shall be conclusive and binding in the absence of
manifest error) of participations purchased under this Section and will in each
case notify the Lenders following any such purchases or repayments. Each Lender
that purchases a participation pursuant to this Section shall from and after
such purchase have the right to give all notices, requests, demands, directions
and other communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

         2.13     GUARANTY OF OBLIGATIONS. The Obligations shall be jointly and
severally guaranteed by the Guarantors pursuant to one or more Guaranties.
Promptly after the date on which any Person becomes a Material Subsidiary of the
Borrower or becomes a Senior Note Guarantor, and, in any event, within ten (10)
Business Days following receipt by the Borrower from the Administrative Agent of
a request therefor, the Borrower will cause such Person to execute and deliver
to the Administrative Agent, on behalf of the Lenders, a Guaranty. In addition,
promptly after any date on which the total revenues or total assets of all
Restricted Subsidiaries that are at such time not Guarantors (each, a
"Non-Guarantor Subsidiary") together exceed 20% of the consolidated total
revenues or consolidated total assets, as the case may be, of the Borrower and
its Restricted Subsidiaries, based upon the financial statements most recently
delivered by the Borrower to the Administrative Agent pursuant to Section
6.01(a), and in any event, within ten (10) Business Days following receipt by
the Borrower from the Administrative Agent of a request therefor, the Borrower
will cause one or more Non-Guarantor Subsidiaries to execute and deliver to the
Administrative Agent, on behalf of the Lenders, a Guaranty, so that, after
delivery of such Guaranty, the total revenues and total assets of all remaining
Non-Guarantor Subsidiaries (other than any Unrestricted Subsidiary) together are
less than 20% of the total revenues or total assets, as the case may be, of the
Borrower and its consolidated Subsidiaries (other than any Unrestricted
Subsidiary). In all of the foregoing instances, the Borrower shall deliver or
cause to be delivered such other agreements, documents, instruments and other
information and items as are reasonably requested by the Administrative Agent,
at the request of any Lender, in connection with the foregoing, including
resolutions, incumbency and officers' certificates and opinions of counsel.
Without limiting the foregoing, the Borrower shall determine, promptly after the
date on which the quarterly financial statements for the fiscal quarter ending
on June 30, 2003 shall have been delivered in accordance with Section 6.01,
whether there exists or shall have arisen any Material Subsidiary other than the
entities specified on Schedule 1.01(g), and shall cause each such Material
Subsidiary to execute and deliver to the Administrative Agent, on behalf of the
Lenders, a Guaranty, together with other agreements, documents or instruments
referenced above.

                                       36
<PAGE>

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01     TAXES.

         (a) Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of the
Administrative Agent and each Lender, taxes imposed on or measured by its net
income, and franchise taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the Laws of which the
Administrative Agent or such Lender, as the case may be, is organized or
maintains a lending office (all such non-excluded taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and
liabilities with respect thereto being hereinafter collectively referred to as
"Taxes"). If the Borrower shall be required by any Laws to deduct any Taxes from
or in respect of any sum payable under any Loan Document to the Administrative
Agent or any Lender, (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section), the Administrative Agent and such
Lender receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions, (iii) the
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable Laws, and (iv) within 30 days
after the date of such payment, the Borrower shall furnish to the Administrative
Agent (which shall forward the same to such Lender) the original or a certified
copy of a receipt evidencing payment thereof.

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

         (c) If the Borrower shall be required to deduct or pay any Taxes or
Other Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent (for the account of such Lender) or to such Lender, at the
time interest is paid, such additional amount that such Lender specifies is
necessary to preserve the after-tax yield (after factoring in all taxes,
including taxes imposed on or measured by net income) such Lender would have
received if such Taxes or Other Taxes had not been imposed.

         (d) The Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.01(c) and (iii) any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, in each case
whether or not such Taxes or Other Taxes were correctly or legally imposed or
asserted by the

                                       37
<PAGE>

relevant Governmental Authority. Payment under this subsection (d) shall be made
within 30 days after the date the Lender or the Administrative Agent makes a
demand therefor.

         3.02     ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans, or to determine or charge interest rates based upon the
Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Borrower shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period thereof, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.
Upon any such prepayment or conversion, the Borrower shall also pay accrued
interest on the amount so prepaid or converted. Each Lender agrees to designate
a different Lending Office if such designation will avoid the need for such
notice and will not, in the good faith judgment of such Lender, otherwise be
materially disadvantageous to such Lender.

         3.03     INABILITY TO DETERMINE RATES. If the Administrative Agent
determines in connection with any request for a Eurodollar Rate Loan or a
conversion to or continuation thereof that (a) Dollar deposits are not being
offered to banks in the London interbank eurodollar market for the applicable
amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and
reasonable means do not exist for determining the Eurodollar Rate for such
Eurodollar Rate Loan, or (c) the Eurodollar Rate for such Eurodollar Rate Loan
does not adequately and fairly reflect the cost to the Lenders of funding such
Eurodollar Rate Loan, the Administrative Agent will promptly notify the Borrower
and all Lenders. Thereafter, the obligation of the Lenders to make or maintain
Eurodollar Rate Loans shall be suspended until the Administrative Agent revokes
such notice. Upon receipt of such notice, the Borrower may revoke any pending
request for a Borrowing, conversion or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into a request for a
Borrowing of Base Rate Loans in the amount specified therein.

         3.04     INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY.

         (a) If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, or such Lender's compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining Eurodollar Rate Loans or (as the case may
be) issuing or participating in Letters of Credit, or a reduction in the amount
received or receivable by such Lender in connection with any of the foregoing
(excluding for purposes of this subsection (a) any such increased costs or
reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section
3.01 shall govern), and (ii) changes in the basis of taxation of overall net
income or overall gross income by the United States or any foreign jurisdiction
or any political subdivision of either thereof under the Laws of which such

                                       38
<PAGE>

Lender is organized or has its Lending Office, the Borrower shall pay to such
Lender such additional amounts as will compensate such Lender for such increased
cost or reduction.

         (b) If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
(taking into consideration its policies with respect to capital adequacy and
such Lender's desired return on capital), then from time to time upon demand of
such Lender (with a copy of such demand to the Administrative Agent), the
Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such reduction.

         3.05     FUNDING LOSSES. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:

         (a) any continuation, conversion, payment or prepayment of any Loan
other than a Base Rate Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise);

         (b) any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower; or

         (c) any assignment of a Eurodollar Rate Loan on a day other than the
last day of the Interest Period therefor as a result of a request by the
Borrower pursuant to Section 10.16;

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit
or other borrowing in the London interbank eurodollar market for a comparable
amount and for a comparable period, whether or not such Eurodollar Rate Loan was
in fact so funded.

         3.06     MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

         (a) A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, the Administrative Agent or such
Lender may use any reasonable averaging and attribution methods.

         (b) Upon any Lender's making a claim for compensation under Section
3.01 or 3.04, the Borrower may remove or replace such Lender in accordance with
Section 10.16.

                                       39
<PAGE>

         3.07     SURVIVAL. All of the Borrower's obligations under this Article
III shall survive termination of the Aggregate Commitments and repayment of all
other Obligations.

                                   ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         4.01     CONDITIONS TO EFFECTIVENESS AND INITIAL CREDIT EXTENSION. The
effectiveness of this Agreement and the obligation of each Lender to make its
initial Credit Extension hereunder are subject to satisfaction of the following
conditions precedent:

         (a) Unless waived by all the Lenders (or by the Administrative Agent
with respect to immaterial matters or items specified in clause (iv) below with
respect to which the Borrower has given assurances satisfactory to the
Administrative Agent that such items shall be delivered promptly following the
Closing Date), the Administrative Agent's receipt of the following, each of
which shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party (or, in the case of the opinion of counsel, by such counsel),
each dated the Closing Date (or, in the case of certificates of governmental
officials, a recent date before the Closing Date acceptable to the
Administrative Agent) and each in form and substance satisfactory to the
Administrative Agent, the Lenders and their respective legal counsel:

                  (i)      executed counterparts of this Agreement and the
         Guaranty, sufficient in number for distribution to the Administrative
         Agent, each Lender and the Borrower;

                  (ii)     if requested by a Lender, a Note executed by the
         Borrower in favor of such Lender, such Note to be in an original face
         amount equal to such Lender's Commitment;

                  (iii)    such certificates respecting resolutions or other
         actions, incumbency certificates and/or other certificates of
         Responsible Officers of each Loan Party as the Administrative Agent or
         any Lender may require to establish the identities of and verify the
         authority and capacity of each Responsible Officer thereof authorized
         to act as a Responsible Officer in connection with this Agreement and
         the other Loan Documents to which such Loan Party is a party;

                  (iv)     such evidence as the Administrative Agent and/or any
         Lender may require to verify that each Loan Party is duly organized or
         formed, validly existing, in good standing and qualified to engage in
         business in each jurisdiction in which it is required to be qualified
         to engage in business, including certified copies of each Loan Party's
         Organization Documents, certificates of good standing and qualification
         to engage in business and tax clearance certificates; provided that, to
         the extent that any of the tax clearance certificates required under
         this sub-paragraph (iv) have not been received by the Borrower prior to
         June 27, 2003, the Borrower shall only be required to deliver such tax
         clearance certificates in accordance with Section 6.14;

                  (v)      a certificate signed by a Responsible Officer of the
         Borrower certifying (A) that the conditions specified in Sections
         4.02(a) and (b) have been satisfied, and

                                       40
<PAGE>

         (B) that there has been no event or circumstance since the date of the
         Audited Financial Statements which has or could be reasonably expected
         to have a Material Adverse Effect;

                  (vi)     an opinion of counsel to each Loan Party, addressing
         the matters set forth on Exhibit F, in form and substance satisfactory
         to the Administrative Agent;

                  (vii)    [Reserved]

                  (viii)   evidence satisfactory to the Administrative Agent of
         the termination in accordance with its terms of the commitments under
         the Existing Credit Agreement, and the repayment of all outstanding
         amounts thereunder, together with interest fees and other charges
         payable, provided that, upon execution of this Agreement, each Lender
         hereto that is a party to the Existing Credit Agreement waives the
         notice provision for early termination of the Existing Credit Agreement
         set forth in Section 2.05 thereunder;

                  (ix)     evidence satisfactory to the Administrative Agent of
         amendments, satisfactory to the Administrative Agent and the Lenders,
         to the Senior Note Documents; and

                  (x)      such other assurances, certificates, documents,
         consents, approvals, materials or opinions as the Administrative Agent,
         the L/C Issuer or any Lender reasonably may require.

         (b) Any fees required to be paid on or before the Closing Date shall
have been paid.

         (c) Unless waived by the Administrative Agent, the Borrower shall have
paid all reasonable Attorney Costs of the Administrative Agent to the extent
invoiced prior to or on the Closing Date, plus such additional amounts of
reasonable Attorney Costs as shall constitute its reasonable estimate of such
Attorney Costs incurred or to be incurred by it through the closing proceedings,
provided that such estimate shall not thereafter preclude a final settling of
accounts between the Borrower and the Administrative Agent.

         Notwithstanding anything to the contrary contained in this Section
4.01, neither this Agreement nor any of the other Loan Documents shall become
effective or be binding on any party unless the preceding conditions have been
satisfied (or waived, as appropriate), on or before 5:00 p.m., San Francisco
time, on June 30, 2003.

         4.02     CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each
Lender to honor any Request for Credit Extension (other than a Loan Notice
requesting only a conversion of a Loan to the other Type, or a continuation of a
Loan as the same Type) is subject to the following conditions precedent:

         (a) The representations and warranties of the Borrower contained in
Article V, or which are contained in any document furnished at any time under or
in connection herewith or therewith, shall be true and correct on and as of the
date of such Credit Extension, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall
be true and correct as of such earlier date.

                                       41
<PAGE>

         (b) No Default or Event of Default shall exist or would result from
such Credit Extension.

         (c) The Administrative Agent and, if applicable, the L/C Issuer shall
have received a Request for Credit Extension in accordance with the requirements
hereof.

         (d) The Administrative Agent shall have received, in form and substance
satisfactory to it, such other assurances, certificates, documents or consents
related to the foregoing as the Administrative Agent or the Required Lenders
reasonably may require.

         Each Request for Credit Extension (other than a Loan Notice requesting
only a conversion of a Loan to the other Type, or a continuation of a Loan as
the same Type) submitted by the Borrower shall be deemed to be a representation
and warranty that the conditions specified in Sections 4.02(a) and (b) have been
satisfied on and as of the date of the applicable Credit Extension.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent and
the Lenders that:

         5.01     EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. Each
Loan Party (a) is a corporation, partnership or limited liability company, duly
organized or formed, validly existing and in good standing under the Laws of the
jurisdiction of its incorporation or organization, (b) has all requisite power
and authority and all governmental licenses, authorizations, consents and
approvals to own its assets, carry on its business and to execute, deliver, and
perform its obligations under the Loan Documents to which it is a party, (c) is
duly qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws, except in each case referred to in subsection (c) or
(d) of this Section, to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect.

         5.02     AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any
of such Person's Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien under, any Contractual
Obligation to which such Person is a party or any order, injunction, writ or
decree of any Governmental Authority to which such Person or its property is
subject; or (c) violate any Law.

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

                                       42
<PAGE>

         5.04     BINDING EFFECT. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is party thereto. This Agreement constitutes, and each
other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws generally affecting
the rights of creditors, and subject to equitable principles of general
application.

         5.05     FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

         (a) The Audited Financial Statements (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present the financial condition
of the Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii) show all material indebtedness and other liabilities,
direct or contingent, of the Borrower and its consolidated Subsidiaries as of
the date thereof, including liabilities for taxes, material commitments and
Indebtedness.

         (b) The unaudited consolidated financial statements of the Borrower and
its Subsidiaries, dated March 31, 2003, contained in the related quarterly
report on Form 10-Q filed with the SEC (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein, and subject to ordinary, good faith year end audit
adjustments; (ii) fairly present the financial condition of the Borrower and its
Subsidiaries as of the date thereof and their results of operations for the
period covered thereby; and (iii) show all material indebtedness and other
liabilities, direct or contingent, of the Borrower and its consolidated
Subsidiaries as of the date thereof, including liabilities for taxes, material
commitments and Indebtedness.

         (c) Since the date of the Audited Financial Statements, there has been
no event or circumstance, either individually or in the aggregate, that has had
or could reasonably be expected to have a Material Adverse Effect.

         (d) As of the Closing Date, there exists no Project Debt, other than as
specifically identified on Schedule 5.05(c).

         5.06     LITIGATION. Except as specifically disclosed on Schedule 5.06,
there are no actions, suits, proceedings, claims or disputes pending or, to the
knowledge of the Borrower after due and diligent investigation, threatened or
contemplated, at law, in equity, in arbitration or before any Governmental
Authority, by or against the Borrower or any of its Subsidiaries or against any
of their properties or revenues that (a) purport to affect or pertain to this
Agreement or any other Loan Document, or any of the transactions contemplated
hereby, or (b) if determined adversely, could reasonably be expected to have a
Material Adverse Effect.

         5.07     NO DEFAULT. Neither the Borrower nor any Subsidiary is in
default under or with respect to (a) any Senior Note Documents or (b) any
Contractual Obligation that could be reasonably expected to have a Material
Adverse Effect. No Default or Event of Default has

                                       43
<PAGE>

occurred and is continuing or would result from the consummation of the
transactions contemplated by this Agreement or any other Loan Document.

         5.08     OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and its
Subsidiaries has good record and marketable title in fee simple to, or valid
leasehold interests in, all real property necessary or used in the ordinary
conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. As of the Effective Date, the property of the Borrower and its
Subsidiaries is not subject to any Lien, other than Liens permitted by Section
7.01.

         5.09     ENVIRONMENTAL COMPLIANCE.

         (a) The on-going operations of the Borrower and each of its
Subsidiaries, after the Closing Date, comply in all respects with all
Environmental Laws, except such non-compliance that would not result in
liability in excess of $2,000,000 in the aggregate.

         (b) Except as specifically identified on Schedule 5.09, and except to
the extent that noncompliance would not result in liability in excess of
$300,000 in the aggregate, the Borrower and each of its Subsidiaries have
obtained all licenses, permits, authorizations and registrations required under
any Environmental Law ("Environmental Permits") necessary for their respective
operations, and all such Environmental Permits are in good standing, and the
Borrower and each of its Subsidiaries are in compliance with all terms and
conditions of such Environmental Permits.

         (c) Except as specifically identified on Schedule 5.09, none of the
Borrower or any of its Subsidiaries or any of their present property or
operations is subject to any outstanding written order from or agreement with
any Governmental Authority or other Person, nor is subject to any judicial or
docketed administrative proceeding respecting any Environmental Law,
Environmental Claim or Hazardous Material.

         (d) There are no conditions or circumstances relating to any property
of the Borrower or its Subsidiaries, or arising from operations of the Borrower
or its Subsidiaries conducted prior to the Closing Date that, together with all
other such conditions and circumstances relating to all other properties and
operations, may give rise to Environmental Claims with a potential liability as
to the Borrower and its Subsidiaries together in excess of $20,000,000 in the
aggregate. Schedule 5.09 contains the Borrower's good faith estimate of clean-up
costs associated with hydrocarbon contamination at the properties described
therein. Notwithstanding the foregoing, (i) neither the Borrower nor any of its
Subsidiaries has any underground storage tanks (x) that are not properly
registered or permitted under applicable Environmental Laws or (y) that are
leaking or disposing of Hazardous Materials off-site, (ii) the Borrower and its
Subsidiaries have notified all of their employees of the existence, if any, of
any health hazard arising from the conditions of their employment and have met
all notification requirements under all applicable Environmental Laws, and (iii)
no Hazardous Materials have been Released at, on or under any site, facility or
vessel now or previously owned, operated or leased by the Borrower or any of its
Subsidiaries that would have a Material Adverse Effect.

                                       44
<PAGE>

         (e) Except as specifically identified on Schedule 5.09, the Borrower
has no knowledge of any oral or written notification of a Release of a Hazardous
Material has been filed by or on behalf of the Borrower or any of its
Subsidiaries and no site, facility or vessel now or previously owned, operated
or leased by the Borrower or any of its Subsidiaries is listed or proposed for
listing on any federal or state list of sites requiring investigation or
clean-up.

         5.10     INSURANCE. The properties of the Borrower and its Subsidiaries
are insured with financially sound and reputable insurance companies not
Affiliates of the Borrower, in such amounts, with such deductibles and covering
such risks as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where the Borrower or its
Subsidiaries operate.

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

         5.12     ERISA COMPLIANCE.

         (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to the best
knowledge of the Borrower, nothing has occurred which would prevent, or cause
the loss of, such qualification. The Borrower and each ERISA Affiliate have made
all required contributions to each Plan subject to Section 412 of the Code, and
no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

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

         (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the
Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability under Title IV of ERISA with respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither
the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such liability) under Sections 4201
or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the
Borrower nor any ERISA Affiliate has engaged in a transaction that could be
subject to Sections 4069 or 4212(c) of ERISA.

                                       45
<PAGE>

         5.13     SUBSIDIARIES.

         (a) As of the Closing Date, the Borrower has no Subsidiaries other than
those specifically disclosed in Part (1) of Schedule 5.13(a), and those of whom
the Borrower has notified the Administrative Agent in writing following the
Closing Date pursuant to Section 2.13, and has no equity investments in any
other corporation or entity (including GLC Ventures and Construction JV's) other
than those specifically disclosed in Part (2) of Schedule 5.13(a).

         (b) As of the Closing Date, there exist no Senior Note Guarantors,
other than as listed on Schedule 5.13(b).

         5.14     MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY
                  HOLDING COMPANY ACT.

         (a) The Borrower is not engaged and will not engage, principally or as
one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock.

         (b) None of the Borrower, any Person controlling the Borrower, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940, the Federal Power Act, the
Interstate Commerce Act, any state public utilities code or any other federal or
state statute or regulation limiting its ability to incur Indebtedness.

         5.15     DISCLOSURE. The documents, certificates and written statements
(including the Loan Documents) furnished to the Administrative Agent and the
Lenders by the Borrower or any Subsidiary for use in connection with the
transactions contemplated by this Agreement, taken as a whole, do not contain
any untrue statement of a material fact or omit to state a material fact (known
to the Borrower in the case of any document not furnished by it) necessary in
order to make the statements contained herein or therein not misleading (it
being recognized by the Administrative Agent and the Lenders that projections
and forecasts provided to them by the Borrower are not to be viewed as facts and
that actual results during the period or periods covered by any such projections
and forecasts may differ from the projected or forecasted results).

         5.16     INTELLECTUAL PROPERTY; LICENSES, ETC. The Borrower and its
Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and
other intellectual property rights (collectively, "IP Rights") that are
reasonably necessary for the operation of their respective businesses, without
conflict with the rights of any other Person. To the best knowledge of the
Borrower, no slogan or other advertising device, product, process, method,
substance, part or other material employed or contemplated to be employed by the
Borrower or any Subsidiary infringes upon any rights held by any other Person.
Except as specifically disclosed in Schedule 5.16, no claim or litigation
regarding any of the foregoing is pending or, to the best knowledge of the
Borrower, threatened,

                                       46
<PAGE>

and no patent, invention, device, application, principle or any statute, law,
rule, regulation, standard or code is pending or, to the knowledge of the
Borrower, proposed, which, in either case, could reasonably be expected to have
a Material Adverse Effect.

         5.17     SWAP CONTRACTS. The Borrower and its Subsidiaries have each
voluntarily entered into each Swap Contract to which it is a party based upon
its own independent assessment of its consolidated assets, liabilities and
commitments in each case as an appropriate means of mitigating and managing
risks associated with such matters.

         5.18     LABOR RELATIONS. There are no strikes, lockouts or other labor
disputes against the Borrower or any of its Subsidiaries, or, to the best of the
Borrower's knowledge, threatened against or affecting the Borrower or any of its
Subsidiaries, and no significant unfair labor practice complaint is pending
against the Borrower or any of its Subsidiaries or, to the best knowledge of the
Borrower, threatened against any of them before any Governmental Authority,
which could reasonably be expected to result in a Material Adverse Effect.

         5.19     USE OF PROCEEDS. The Borrower shall use the proceeds of the
Credit Extensions solely for working capital and other general corporate
purposes of the Borrower and its Restricted Subsidiaries not in contravention of
any Loan Document or any Law.

         5.20     SOLVENCY. The Borrower is and shall continue to be, and shall
cause each of its Subsidiaries to be, Solvent.

         5.21     UNRESTRICTED SUBSIDIARY MATTERS. Except as specifically
identified in Schedule 5.21:

         (a) As of the Closing Date, none of the Borrower or any of its
Restricted Subsidiaries is party to any Contractual Obligation pursuant to which
cash, deposit balances or investments of the Borrower or any of its Restricted
Subsidiaries are pooled or otherwise commingled with similar assets of any
Unrestricted Subsidiary.

         (b) As of the Closing Date, there is no employee stock option plan or
employee stock purchase plan of the Borrower that extends to employees of any
Unrestricted Subsidiary.

         (c) As of the Closing Date, none of the Unrestricted Subsidiaries
directly or indirectly own capital stock in the Borrower or have any right to
purchase, redeem or otherwise acquire capital stock in the Borrower.

         5.22     BURDENSOME AGREEMENTS. Except as specifically identified in
Schedule 5.22, as of the Closing Date neither the Borrower nor any of its
Restricted Subsidiaries is party or subject to (i) any Contractual Obligation
that limits the ability of any Restricted Subsidiary to make Restricted Payments
to the Borrower or to otherwise transfer property to the Borrower, (ii) any
employment contracts or other arrangements with officers, directors or employees
having terms, including salaries, benefits and other compensation, that are
materially different from those previously entered into by it in the Ordinary
Course of Business, or (iii) any Contractual Obligation that directly or
indirectly prohibits the Borrower or any of its Restricted Subsidiaries from
granting any Lien on property or assets of such Persons.

                                       47
<PAGE>

         5.23     TAX SHELTER REGULATIONS. The Borrower does not intend to treat
the Loans and/or Letters of Credit and related transactions as being a
"reportable transaction" (within the meaning of Treasury Regulation Section
1.6011-4). In the event the Borrower determines to take any action inconsistent
with such intention, it will promptly notify the Administrative Agent thereof.
If the Borrower so notifies the Administrative Agent, the Borrower acknowledges
that the Administrative Agent and each of the Lenders may treat the Loans and
the Letters of Credit as part of a transaction that is subject to Treasury
Regulation Section 301.6112-1, and the Administrative Agent will maintain the
lists and other records required by such Treasury Regulation.

                                  ARTICLE VI.
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, the Borrower shall, and shall (except in the case of
the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Subsidiary
to:

         6.01     FINANCIAL STATEMENTS. Deliver to the Administrative Agent and
each Lender, in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

         (a) as soon as available, but in any event within 90 days after the end
of each fiscal year of the Borrower: (i) (A) a consolidated balance sheet of the
Borrower and its Subsidiaries as at the end of such fiscal year, and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail, audited and
accompanied by a report and opinion of an independent certified public
accountant of nationally recognized standing reasonably acceptable to the
Required Lenders, which report and opinion shall be prepared in accordance with
GAAP and shall not be subject to any qualifications or exceptions as to the
scope of the audit nor to any qualifications or exceptions not reasonably
acceptable to the Required Lenders; or (B) an SEC Form 10-K for the Borrower
(excluding the exhibits thereto) relating to such fiscal year; and (ii) provided
Wilder is an Unrestricted Subsidiary as of the end of such fiscal year, a
consolidated balance sheet of Wilder as at the end of such fiscal year, and the
related consolidated statements of income or operations, shareholders' equity
and cash flows for such fiscal year, setting forth in each case in comparative
form the figures for the previous fiscal year, all in reasonable detail, audited
and accompanied by a report and opinion of an independent certified public
accountant of nationally recognized standing reasonably acceptable to the
Required Lenders, which report and opinion shall be prepared in accordance with
GAAP and shall not be subject to any qualifications or exceptions as to the
scope of the audit nor to any qualifications or exceptions not reasonably
acceptable to the Required Lenders; and

         (b) as soon as available, but in any event within 45 days after the end
of each of the first three fiscal quarters of each fiscal year of the Borrower:
(i) (A) a consolidated balance sheet of the Borrower and its Subsidiaries as at
the end of such fiscal quarter, and the related consolidated statements of
income or operations, shareholders' equity and cash flows for such fiscal
quarter and for the portion of the Borrower's fiscal year then ended, setting
forth in each case in

                                       48
<PAGE>

comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail and certified by a Responsible Officer of the Borrower
as fairly presenting the financial condition, results of operations and cash
flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only
to normal year-end audit adjustments and the absence of footnotes; or (B) an SEC
Form 10-Q for the Borrower (excluding the exhibits thereto) relating to such
fiscal quarter; and (ii) provided Wilder is an Unrestricted Subsidiary as of the
end of such fiscal quarter, a consolidated balance sheet of Wilder as at the end
of such fiscal quarter, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for such fiscal quarter and for
the portion of Wilder's fiscal year then ended, setting forth in each case in
comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail and certified by a Responsible Officer of Borrower as
fairly presenting the financial condition, results of operations and cash flows
of Wilder on a consolidated basis in accordance with GAAP, subject only to
normal year-end audit adjustments and the absence of footnotes.

         6.02     CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative
Agent and each Lender, in form and detail satisfactory to the Administrative
Agent and the Required Lenders:

         (a) concurrently with the delivery of the financial statements referred
to in Section 6.01(a) (unless included in the applicable SEC Form 10-K), a
certificate of its independent certified public accountants certifying such
financial statements;

         (b) concurrently with the delivery of the financial statements referred
to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed
by a Responsible Officer of the Borrower;

         (c) promptly after the same are available, copies of each annual
report, proxy or financial statement or other report or communication sent to
the stockholders of the Borrower, and copies of all annual, regular, periodic
and special reports and registration statements which the Borrower may file or
be required to file with the SEC under Section 13 or 15(d) of the Exchange Act,
and not otherwise required to be delivered to the Administrative Agent pursuant
hereto;

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

         (e) promptly after the Borrower has notified the Administrative Agent
of any intention by the Borrower to treat the Loans or Letters of Credit and
related transactions as being a "reportable transaction" (within the meaning of
Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or
any successor form.

         Reports required to be delivered pursuant to Section 6.01(a)(i) or
(b)(i) or Section 6.02(b) shall be deemed to have been delivered on the date on
which the Borrower posts such reports on the Borrower's website on the Internet
at the website address listed on Schedule 10.02 or when such report is posted on
the SEC's website at www.sec.gov; provided that (x) the Borrower shall deliver
electronic copies via electronic mail or paper copies of such reports to the
Administrative

                                       49
<PAGE>

Agent or any Lender who requests the Borrower to deliver such paper copies until
written request to cease delivering paper copies is given by the Administrative
Agent or such Lender, (y) the Borrower shall notify by electronic copies via
electronic mail or paper copies via facsimile the Administrative Agent and each
Lender of the posting of any such reports, and (z) in every instance, the
Borrower shall provide paper copies of the Compliance Certificates required by
Section 6.02(b) to the Administrative Agent and each of the Lenders. Except for
such Compliance Certificates, the Administrative Agent shall not have any
obligation to request the delivery or to maintain copies of the reports referred
to above (and, in any event, the Administrative Agent shall not have any
responsibility to monitor compliance by the Borrower with any such request for
delivery), and each Lender shall be solely responsible for requesting delivery
to it, or maintaining its copies, of such reports.

         6.03     NOTICES. Promptly notify the Administrative Agent and each
Lender:

         (a) of the occurrence of any Default or Event of Default;

         (b) of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including (i) breach or non-performance of,
or any default under, a Contractual Obligation of the Borrower or any
Subsidiary; (ii) any dispute, litigation, investigation, proceeding or
suspension between the Borrower or any Subsidiary and any Governmental
Authority; or (iii) the commencement of, or any material development in, any
litigation or proceeding affecting the Borrower or any Subsidiary, including
pursuant to any applicable Environmental Laws;

         (c) of any litigation, investigation or proceeding affecting any Loan
Party (i) in which the amount of damages claimed and not fully covered by
insurance equals or exceeds $5,000,000 (or its equivalent in another currency or
currencies), or in which injunctive relief or similar relief is sought, which
relief, if granted, could reasonably be expected to have a Material Adverse
Effect or (ii) within four days after reporting the same to the SEC if the
Borrower is required to report the same to such entity under applicable Law;

         (d) of the occurrence of any ERISA Event;

         (e) of any material change in accounting policies or financial
reporting practices by the Borrower or any Subsidiary;

         (f) within five (5) Business Days after the date of such occurrence,
(i) if any Subsidiary or other Person shall become a Material Subsidiary of the
Borrower, or (ii) if the total revenues or total assets of all Non-Guarantor
Subsidiaries shall at any time together exceed 20% of the total revenues or
total assets, as the case may be, of the Borrower and its Restricted
Subsidiaries, determined on a consolidated basis, or (iii) if any Unrestricted
Subsidiary shall cease to be such or any Person shall become an Unrestricted
Subsidiary, or (iv) if any Subsidiary shall become a Senior Note Guarantor; for
purposes of this Section 6.03(f), the date of such an occurrence or circumstance
shall be the first to occur of either the closing of a transaction that triggers
such an occurrence or circumstance or the Borrower files or is required to file
with the SEC a Form 8K, 10K or 10Q report or is required to deliver financial
statements under Section 6.01 reflecting such an occurrence or circumstance;

                                       50
<PAGE>

         (g) if applicable, upon the request from time to time of the
Administrative Agent, of the Swap Termination Values, together with a
description of the method by which such values were determined, relating to any
Swap Contracts then outstanding to which the Borrower or any of its Subsidiaries
is a party;

         (h) upon becoming aware thereof, of any labor controversy resulting in
or threatening to result in, any strike, work stoppage, boycott, shutdown or
other labor disruption against or involving the Borrower or any Subsidiary that
would materially impact the operations of the Borrower or any Subsidiary; and

         (i) upon, but in no event later than ten days after, becoming aware of
(i) any and all enforcement, cleanup, removal or other governmental or
regulatory actions involving a potential liability in excess of $10,000,000 in
the aggregate instituted, completed or threatened against the Borrower or any
Subsidiary or any of their properties pursuant to any applicable Environmental
Laws, (ii) all other Environmental Claims involving the Borrower or a Subsidiary
with a potential liability in excess of $10,000,000 in the aggregate, and (iii)
any environmental or similar condition on any real property adjoining or in the
vicinity of the property of the Borrower or any Subsidiary that could reasonably
be anticipated to cause such property or any part thereof to be subject to any
restrictions on the ownership, occupancy, transferability or use of such
property under any Environmental Laws and involving a potential liability in
excess of $10,000,000 in the aggregate.

         Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the
occurrence referred to therein and stating what action the Borrower has taken
and proposes to take with respect thereto. Each notice pursuant to Section
6.03(a) shall describe with particularity any and all provisions of this
Agreement or other Loan Document that have been breached.

         6.04     PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall
become due and payable (a) all tax liabilities, assessments and governmental
charges or levies upon it or its properties or assets, unless the same are being
contested in good faith by appropriate proceedings and adequate reserves in
accordance with GAAP are being maintained by the Borrower or such Subsidiary;
(b) all lawful claims which, if unpaid, would by law become a Lien upon its
property; and (c) all Indebtedness, as and when due and payable, but subject to
any subordination provisions contained in any instrument or agreement evidencing
such Indebtedness.

         6.05     PRESERVATION OF EXISTENCE, ETC. Preserve, renew and maintain
in full force and effect its legal existence and good standing under the Laws of
the jurisdiction of its organization; take all reasonable action to maintain all
rights, privileges, permits, licenses and franchises necessary or desirable in
the normal conduct of its business, except in a transaction permitted by Section
7.04 or 7.05; and preserve or renew all of its registered patents, trademarks,
trade names and service marks, the non-preservation of which could reasonably be
expected to have a Material Adverse Effect.

                                       51
<PAGE>

         6.06     MAINTENANCE OF PROPERTIES.

         (a) Maintain, preserve and protect all of its material properties and
equipment necessary in the operation of its business in good working order and
condition, ordinary wear and tear excepted; (b) make all necessary repairs
thereto and renewals and replacements thereof except where the failure to do so
could not reasonably be expected to have a Material Adverse Effect; and (c) use
the standard of care typical in the industry in the operation and maintenance of
its facilities.

         6.07     MAINTENANCE OF INSURANCE. Maintain with financially sound and
reputable insurance companies not Affiliates of the Borrower, insurance with
respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts as are customarily carried under similar
circumstances by such other Persons.

         6.08     COMPLIANCE WITH LAWS. Comply in all material respects with the
requirements of all Laws applicable to it or to its business or property, except
in such instances in which (i) such requirement of Law is being contested in
good faith or a bona fide dispute exists with respect thereto; or (ii) the
failure to comply therewith could not reasonably be expected to have a Material
Adverse Effect.

         6.09     BOOKS AND RECORDS.

         (a) Maintain (i) proper financial records in conformity with GAAP and
presented fairly in all material respects, and (ii) properly, all other books
and records, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all transactions and matters involving the
assets and business of the Borrower or such Subsidiary, as the case may be; and

         (b) maintain all books of record and accounts in material conformity
with all applicable requirements of any Governmental Authority having regulatory
jurisdiction over the Borrower or such Subsidiary, as the case may be.

         6.10     INSPECTION RIGHTS. Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any
of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants, all at the expense of the Borrower and at such reasonable times
during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice to the Borrower; provided that when an Event of
Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of the Borrower at any time during normal business
hours and without advance notice.

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

                                       52
<PAGE>

         6.12     ENVIRONMENTAL LAWS.

         (a) The Borrower shall, and shall cause each of its Subsidiaries to,
conduct its operations and keep and maintain its property in compliance in all
material respects with all Environmental Laws, except to the extent that the
failure to comply therewith could not reasonably be expected to have a Material
Adverse Effect.

         (b) Upon written request of the Administrative Agent or any Lender, the
Borrower shall submit and cause each of its Subsidiaries to submit, to the
Administrative Agent and such Lender, at the Borrower's sole cost and expense
and at reasonable intervals, a report providing an update of the status of any
environmental, health or safety compliance, hazard or liability issue identified
in any notice or report required pursuant to Section 6.03(i) and any other
environmental, health or safety compliance obligation, remedial obligation or
liability, that could, individually or in the aggregate, result in liability in
excess of $5,000,000.

         6.13     USE OF PROCEEDS. Use the proceeds of the Credit Extensions
solely for working capital and other general corporate purposes of the Borrower
and its Restricted Subsidiaries not in contravention of any Law or of any Loan
Document.

         6.14     TAX CLEARANCE CERTIFICATES. On or before the date that is 30
calendar days following the Closing Date, the Borrower shall provide to the
Administrative Agent all tax clearance certificates not delivered to the
Administrative Agent under Section 4.01(a)(iv) and permitted by such section to
be delivered under this Section 6.14; provided that, if the Borrower is unable
to deliver any such certificate by virtue of a delay in the ability of any
applicable Governmental Authority to provide such certificate in the ordinary
course (and not by virtue of any Loan Party not being in tax good standing) and
the Borrower has provided to the Administrative Agent reasonable evidence of
such inability, then the Borrower shall have such additional time to deliver
such certificate(s) as the Administrative Agent shall reasonably determine.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, the Borrower shall not, nor shall it permit any
Restricted Subsidiary (or, in the case of Sections 7.08, 7.09, and 7.10, permit
any Subsidiary) to, directly or indirectly:

         7.01     LIENS. Create, incur, assume or suffer to exist, any Lien upon
any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following.

         (a) Liens pursuant to any Loan Document;

         (b) Liens existing on the date hereof and listed on Schedule 7.01 and
any renewals or extensions thereof, provided that the property covered thereby
is not increased and any renewal or extension of the obligations secured or
benefited thereby is permitted by Section 7.03(b);

                                       53
<PAGE>

         (c) Liens for taxes not yet due or which are being contested in good
faith and by appropriate proceedings, if adequate reserves with respect thereto
are maintained on the books of the applicable Person in accordance with GAAP;

         (d) carriers', landlords', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the Ordinary Course of Business in
respect of the Borrower and its Restricted Subsidiaries, which are not overdue
for a period of more than 30 days or which are being contested in good faith and
by appropriate proceedings, if adequate reserves with respect thereto are
maintained on the books of the applicable Person;

         (e) pledges or deposits in the Ordinary Course of Business in
connection with obligations of the Borrower or its Restricted Subsidiaries
arising under workers' compensation, unemployment insurance and other social
security legislation, other than any Lien imposed by ERISA;

         (f) deposits to secure the performance of bids, trade contracts (other
than for borrowed money), leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature, in each case,
incurred by the Borrower or its Restricted Subsidiaries in the Ordinary Course
of Business, provided that all such deposits in the aggregate could not
reasonably be expected to result in a Material Adverse Effect;

         (g) easements, rights-of-way, restrictions and other similar
encumbrances affecting real property which, in the aggregate, are not
substantial in amount, and which do not in any case materially detract from the
value of the property subject thereto or materially interfere with the ordinary
conduct of the business of the applicable Person;

         (h) Liens securing or arising from judgments, decrees or attachments in
respect of the Borrower and its Restricted Subsidiaries, in circumstances not
constituting an Event of Default under Section 8.01(h);

         (i) Liens securing Indebtedness of the Borrower or its Restricted
Subsidiaries permitted under Section 7.03(d), provided that (i) such Liens do
not at any time encumber any property other than the property financed by such
Indebtedness; (ii) such Liens attach to the subject property within 30 days
after the acquisition thereof and (iii) the Indebtedness secured thereby does
not exceed the cost or fair market value, whichever is lower, of the property
being acquired on the date of acquisition; or Liens on assets of any Project
Debt Entity securing Indebtedness of such entity permitted under Section
7.03(i);

         (j) Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the
importation of goods by the Borrower or its Restricted Subsidiaries;

         (k) Liens securing reimbursement obligations of the Borrower or its
Restricted Subsidiaries with respect to commercial letters of credit obtained in
the Ordinary Course of Business and not prohibited hereby, provided that such
Liens shall attach only to documents or other property relating to such letters
of credit and products and proceeds thereof;

                                       54

<PAGE>

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

         (m) Liens not otherwise permitted hereunder securing Indebtedness not
in excess of $10,000,000 at any time.

         7.02     INVESTMENTS. Make any Investments, except:

         (a) Investments, other than those permitted by subsections (b) through
(j), that are existing on the date hereof and listed on Schedule 7.02(a);

         (b) Investments held by the Borrower or any of its Restricted
Subsidiaries (i) in the form of cash and cash equivalents, and (ii) Investments
permitted under the Borrower's investment policy attached hereto as Schedule
7.02(b), other than Investments of any type requiring any special or further
approval under such policy;

         (c) Investments consisting of extensions of credit by the Borrower to
any of its wholly-owned Restricted Subsidiaries, or by any of its wholly-owned
Restricted Subsidiaries to the Borrower or to another of its wholly-owned
Restricted Subsidiaries;

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

         (e) Guaranty Obligations permitted by Section 7.03;

         (f) Investments resulting by virtue of transactions otherwise permitted
by Section 7.07;

         (g) Investments (including Construction JV Investments) by any Land
Development Company, or any Subsidiary thereof, in an aggregate amount not to
exceed for all such Investments and entities together at any time, $25,000,000;

         (h) Investments in the equity of any Restricted Subsidiary, or the
capital stock, assets, obligations or other securities of or interests in any
other Person (other than an Unrestricted Subsidiary); in an aggregate amount for
all such Investments together not to exceed at any time $100,000,000;

         (i) Construction JV Investments arising in the Ordinary Course of
Business in an aggregate amount for all such Investments together not to exceed
at any time $100,000,000; and

         (j) Investments in Unrestricted Subsidiaries existing on the Closing
Date and set forth on Schedule 7.02(j), and additional equity Investments in
Unrestricted Subsidiaries entered into or

                                       55
<PAGE>

incurred after the Closing Date not to exceed in the aggregate for all such
additional equity Investments the lesser of (i) $35,000,000 and (ii) the minimum
amount required in order to increase the Borrower's share of total outstanding
equity securities of Wilder from the level existing on the Closing Date to 100%.

         7.03     INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness, except:

         (a) Indebtedness under the Loan Documents;

         (b) Indebtedness of the Borrower and its Restricted Subsidiaries
outstanding on the date hereof and listed on Schedule 7.03 and any refinancings,
refundings, renewals or extensions thereof, provided that the amount of such
Indebtedness is not increased at the time of such refinancing, refunding,
renewal or extension except by an amount equal to a reasonable premium or other
reasonable amount paid, and fees and expenses reasonably incurred, in connection
with such refinancing and by an amount equal to any existing commitments
unutilized thereunder;

         (c) obligations (contingent or otherwise) of the Borrower or any
Restricted Subsidiary existing or arising under any Swap Contract entered into
by such Person, provided that (i) such obligations are (or were) entered into by
such Person in the Ordinary Course of Business for the purpose of directly
mitigating risks associated with liabilities, commitments, investments, assets,
or property held or reasonably anticipated by such Person, or changes in the
value of securities issued by such Person and not for purposes of speculation or
taking a "market view;" and (ii) such Swap Contract does not contain any
provision exonerating the non-defaulting party from its obligation to make
payments on outstanding transactions to the defaulting party;

         (d) Indebtedness in respect of capital leases, Synthetic Lease
Obligations and purchase money Indebtedness for fixed or capital assets acquired
by the Borrower or any Restricted Subsidiary; provided that the aggregate
principal amount of (i) all purchase money Indebtedness for fixed or capital
assets that may be incurred by the Borrower or any of its then-existing
Restricted Subsidiaries in any fiscal year of the Borrower shall not exceed
$15,000,000; (ii) all Indebtedness in respect of capital leases and Synthetic
Lease Obligations to finance the acquisition of fixed or capital assets incurred
by the Borrower or any of its Restricted Subsidiaries in any fiscal year of the
Borrower shall not exceed $15,000,000; and (iii) all Indebtedness in respect of
capital leases, Synthetic Lease Obligations and purchase money Indebtedness for
fixed or capital assets of Persons immediately prior to such Persons becoming
Restricted Subsidiaries or being merged with or into (or otherwise becoming
acquired by) the Borrower or any of its Restricted Subsidiaries following the
Closing Date shall not exceed an amount equal to $40,000,000; provided that none
of such Indebtedness was incurred in anticipation of any such merger or
acquisition;

         (e) Indebtedness arising as a consequence of Investments permitted
pursuant to Section 7.02(c);

         (f) Indebtedness in respect of (i) letters of credit (other than
Letters of Credit) issued solely for the account and benefit of the Borrower or
any Restricted Subsidiary in the Ordinary Course of Business in an aggregate
outstanding amount not to exceed at any time an amount equal to $25,000,000; and
(ii) the obligation of a subcontractor of the Borrower or its Restricted

                                       56

<PAGE>

Subsidiaries on a construction project, provided that the Borrower or such
Subsidiary determines in good faith that such financial arrangement best serves
the Borrower's or such Subsidiary's financial interests;

         (g) Indebtedness incurred in the Ordinary Course of Business in
connection with (i) securing the performance of bids, trade contracts (other
than for borrowed money), and statutory obligations, in each case, solely for
the account and benefit of the Borrower, its Subsidiaries, any GLC Venture or
Construction JV, (ii) obligations on surety and appeal bonds solely for the
account and benefit of the Borrower, its Subsidiaries, any GLC Venture or
Construction JV, (other than in relation to borrowed money debt), and (iii)
other obligations of a like nature incurred in the Ordinary Course of Business
solely for the account and benefit of the Borrower, its Subsidiaries, any GLC
Venture or Construction JV, (other than in relation to borrowed money debt), in
each of the foregoing cases to the extent not otherwise prohibited by the terms
of any Loan Document;

         (h) Indebtedness (other than Guaranty Obligations as to which an
Unrestricted Subsidiary is the primary obligor and other than Indebtedness
incurred for the benefit of an Unrestricted Subsidiary), comprised solely of (i)
the outstanding principal amount of obligations, whether current or long-term,
for borrowed money and all obligations evidenced by bonds (other than
performance, surety and appeal bonds), debentures, notes, loan agreements or
other similar instruments, (ii) Attributable Indebtedness in respect of capital
leases and Synthetic Lease Obligations, or (iii) without duplication, Guaranty
Obligations (other than Guaranty Obligations as to which an Unrestricted
Subsidiary is the primary obligor) with respect to Indebtedness of the types
specified in the immediately preceding clauses (i) and (ii), in an aggregate
principal amount outstanding not to exceed $100,000,000 at any time; provided
that no such Indebtedness shall be permitted under this clause (h) if such
Indebtedness represents Indebtedness of any co-joint venturer in any Joint
Venture, to which the Borrower or any Subsidiary is a party, that is assumed by
the Borrower or any Subsidiary, if such Indebtedness was not originally incurred
by such co-joint venturer in connection with (and relate solely to) the subject
Joint Venture; and

         (i) Project Debt.

         7.04     FUNDAMENTAL CHANGES. Merge, consolidate with or into, or
convey, transfer, lease or otherwise Dispose of (whether in one transaction or
in a series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person or enter into any
Joint Venture, except that, so long as no Default or Event of Default exists at
the time or would occur as a result thereof:

         (a) any Restricted Subsidiary may merge with (i) the Borrower, provided
that the Borrower shall be the continuing or surviving Person, (ii) any one or
more Restricted Subsidiaries, provided that, when any wholly-owned Subsidiary is
merging with another Subsidiary, the wholly-owned Subsidiary shall be the
continuing or surviving Person, or (iii) any other Person (other than an
Unrestricted Subsidiary), provided that the Restricted Subsidiary shall be the
continuing or surviving Person or immediately upon such merger, consolidation or
combination, the surviving Person shall be a wholly-owned Restricted Subsidiary
of the Borrower;

                                       57

<PAGE>

         (b) any Restricted Subsidiary may sell all or substantially all of its
assets (upon voluntary liquidation or otherwise), to the Borrower or to another
Restricted Subsidiary; provided that if the seller in such a transaction is a
wholly-owned Subsidiary, then the purchaser must either be the Borrower or a
wholly-owned Subsidiary;

         (c) the Borrower may merge, consolidate or combine with another entity
if the Borrower is the corporation surviving the merger; and

         (d) the Borrower and its Restricted Subsidiaries may enter into any GLC
Venture or Construction JV in the Ordinary Course of Business, subject to
compliance with all other terms and provisions hereof.

         7.05     DISPOSITIONS. Sell, lease or make any Disposition or enter
into any agreement to make any Disposition, except:

         (a) Dispositions of obsolete or worn out property, whether now owned or
hereafter acquired, in the Ordinary Course of Business to Persons;

         (b) Dispositions of inventory in the Ordinary Course of Business;

         (c) Dispositions of equipment or real property to the extent that (i)
such property is exchanged for credit against the purchase price of similar
replacement property for use in the Ordinary Course of Business, (ii) the
proceeds of such Disposition are reasonably promptly applied to the purchase
price of such replacement property for use in the Ordinary Course of Business or
(iii) the board of directors or senior management of the Borrower or such
Subsidiary has determined in good faith that the failure to replace such
property will not be detrimental to the business of the Borrower or such
Subsidiary;

         (d) Dispositions of property by any Restricted Subsidiary to the
Borrower or to a wholly-owned Restricted Subsidiary of the Borrower;

         (e) Dispositions comprising transactions expressly permitted by Section
7.04(a) through (d);

         (f) non-exclusive licenses of IP Rights in the Ordinary Course of
Business and substantially consistent with past practice for terms not exceeding
five years; and

         (g) other Dispositions to Persons other than an Unrestricted Subsidiary
of property (other than accounts and notes receivable) not described in
subsections (a) through (f) of this Section 7.05; provided (i) no Default or
Event of Default exists at the time or would occur as a result thereof, and (ii)
the aggregate consideration from such Dispositions received by the Borrower and
its Restricted Subsidiaries, including aggregate cash received and the aggregate
fair market value of non-cash property received, shall not exceed 5% of the
total assets of the Borrower and its Restricted Subsidiaries (determined on a
consolidated basis in accordance with GAAP) as of the end of the Borrower's most
recently ended fiscal year;

provided that any Disposition pursuant to subsections (a) through (g) of this
Section 7.05 shall be for fair market value.

                                       58

<PAGE>

         7.06     LEASE OBLIGATIONS. Create or suffer to exist any obligations
for the payment of rent for any property under lease or agreement to lease,
except:

         (a) leases in existence on the date hereof and listed on Schedule 7.06,
and any renewal, extension or refinancing thereof;

         (b) operating leases (other than those constituting Synthetic Lease
Obligations) entered into or assumed by the Borrower or any Restricted
Subsidiary after the date hereof in the Ordinary Course of Business with or from
Persons other than an Unrestricted Subsidiary;

         (c) leases in connection with any sale-leaseback arrangement entered
into with any Person other than an Unrestricted Subsidiary and otherwise
permitted hereby; and

         (d) capital leases and Synthetic Lease Obligations entered into with
any Person other than an Unrestricted Subsidiary and to the extent permitted by
Section 7.03(d).

         7.07     RESTRICTED PAYMENTS. Declare or make, directly or indirectly,
any Restricted Payment (including, but not limited to, dividends, redemptions
and repurchases of common stock), or incur any obligation (contingent or
otherwise) to do so, except that:

         (a) each Subsidiary may make Restricted Payments to the Borrower and to
wholly-owned Restricted Subsidiaries (and, in the case of a Restricted Payment
by a non-wholly-owned Subsidiary, to the Borrower and any Restricted Subsidiary
and to each other owner (other than an Unrestricted Subsidiary) of capital stock
of such Subsidiary on a pro rata basis based on their relative ownership
interests);

         (b) the Borrower and each Subsidiary may declare and make dividend
payments or other distributions payable solely in the common stock of such
Person;

         (c) so long as no Default or Event of Default exists or would result by
virtue thereof, the Borrower and each Subsidiary may purchase, redeem or
otherwise acquire shares of its common stock or warrants or options to acquire
any such shares with the proceeds received from the substantially concurrent
issue of new shares of its common stock;

         (d) so long as no Default or Event of Default exists or would result by
virtue thereof, the Borrower may purchase, redeem or otherwise acquire shares of
common stock for cash in order to contribute such shares to the Borrower's
employee stock ownership plan, provided the aggregate amount paid by the
Borrower in connection with such transactions does not exceed in any fiscal year
an amount equal to 15% of plan compensation (as such term is interpreted for
purposes of Section 401(a)(17) of the Code) paid by the Borrower in such fiscal
year, and such shares are promptly so contributed;

         (e) so long as no Default or Event of Default exists or would result by
virtue thereof, the Borrower may purchase, redeem or otherwise acquire, other
than, directly or indirectly, from an Unrestricted Subsidiary shares of its
capital stock, or warrants, rights or options to acquire any such shares for
cash in an aggregate amount not to exceed $50,000,000 computed on a cumulative
basis during the term of this Agreement; and

                                       59

<PAGE>

         (f) so long as no Default or Event of Default exists or would result by
virtue thereof, the Borrower may declare and make dividend payments in cash.

         7.08     ERISA. At any time engage in a transaction which could be
subject to Section 4069 or 4212(c) of ERISA, or permit any Plan to (a) engage in
any non-exempt "prohibited transaction" (as defined in Section 4975 of the
Code); (b) fail to comply with ERISA or any other applicable Laws; or (c) incur
any material "accumulated funding deficiency" (as defined in Section 302 of
ERISA), which, with respect to each event listed above, could reasonably be
expected to have a Material Adverse Effect.

         7.09     CHANGE IN NATURE OF BUSINESS OR IN STRUCTURE.

         (a) Engage in any material line of business substantially different
from those lines of business conducted by the Borrower and its Restricted
Subsidiaries on the date hereof;

         (b) Except as otherwise permitted under Section 7.04, make any change
in the Borrower's capital structure (including in the terms of its outstanding
capital stock) or amend its certificate of incorporation or bylaws if, as a
result, there would be a reasonable likelihood of the occurrence of a Material
Adverse Effect; or

         (c) Engage in any transaction not in the Ordinary Course of Business
with any Unrestricted Subsidiary.

         7.10     TRANSACTIONS WITH AFFILIATES. Enter into any transaction of
any kind with any Affiliate of the Borrower, other than arm's-length
transactions with Affiliates that are otherwise permitted hereunder.

         7.11     BURDENSOME AGREEMENTS.

         (a) Restricted Payment Prohibitions. Enter into, assume or suffer to
exist any Contractual Obligation that limits the ability of any Restricted
Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer
property to the Borrower;

         (b) Employment Contracts. Enter into, assume or suffer to exist any
employment contracts or other arrangements with officers, directors or employees
having terms, including salaries, benefits and other compensation, that differs
in any material respect from those previously entered into by it in the Ordinary
Course of Business; or

         (c) Other Negative Pledges. Enter into, assume or otherwise become
subject to any Contractual Obligation that directly or indirectly prohibits the
Borrower or any of its Restricted Subsidiaries from granting any Lien on
property or assets of such Persons, provided that the Borrower and its
Restricted Subsidiaries may enter into, assume or otherwise become subject to
any such Contractual Obligation solely to the extent (i) incurred pursuant to
the acquisition by such Persons of businesses, properties or assets of other
Persons otherwise permitted hereunder if such restrictions affect only such
businesses, assets and property so acquired, and are not entered into in
contemplation of such acquisition, (ii) pursuant to a transaction creating Liens
permitted by Section 7.01(i), provided such restriction is limited to the assets
or properties subject to such Liens, or (iii) incurred pursuant to the issuance
of senior notes otherwise permitted hereunder

                                       60

<PAGE>

pursuant to any note purchase agreement containing negative pledge provisions
not more restrictive than that certain Note Purchase Agreement dated as of May
1, 2001, by and among the Borrower and the purchasers named therein in respect
of $75,000,000 6.96% Senior Notes due May 1, 2013.

         7.12     USE OF PROCEEDS. Use the proceeds of any Credit Extension,
whether directly or indirectly, and whether immediately, incidentally or
ultimately, (a) to purchase or carry margin stock (within the meaning of
Regulation U of the FRB), to extend credit to others for the purpose of
purchasing or carrying margin stock or to refund indebtedness originally
incurred for such purpose, or to acquire any security in any transaction that is
subject to Section 13 or 14 of the Exchange Act, or (b) for the benefit of an
Unrestricted Subsidiary.

         7.13     FINANCIAL COVENANTS.

         (a) Consolidated Tangible Net Worth. Permit Consolidated Tangible Net
Worth at any time to be less than the sum of (a) an amount equal to 85% of the
Consolidated Tangible Net Worth as of date of the Audited Financial Statements
plus (b) an amount equal to 50% of the Consolidated Net Income earned in each
fiscal quarter ending after the date of the Audited Financial Statements (with
no deduction for a net loss in any such fiscal quarter) plus (c) an amount equal
to 50% of the aggregate increases in Consolidated Stockholders' Equity after
such date by reason of the issuance and sale of capital stock of the Borrower.

         (b) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage
Ratio, as of the last day of any fiscal quarter of the Borrower, to be less than
1.50 to 1.00.

         (c) Leverage Ratio. Permit the Leverage Ratio as of the last day of any
fiscal quarter of the Borrower to be greater than 0.55 to 1.00.

         7.14     UNRESTRICTED SUBSIDIARY MATTERS. (a) Enter into, assume or
otherwise become subject to any Contractual Obligation pursuant to which cash,
deposit balances or investments of the Borrower or any of its Restricted
Subsidiaries are pooled or otherwise commingled with similar assets of any
Unrestricted Subsidiary.

         (b) Permit any employee stock option plan or employee stock purchase
plan of the Borrower to extend to employees of any Unrestricted Subsidiary,
other than on the same terms and conditions as made available to employees of
comparable position and seniority of the Borrower and Subsidiaries other than
Unrestricted Subsidiaries.

         (c) Permit any Unrestricted Subsidiary directly or indirectly to own
capital stock in the Borrower.

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

         8.01     EVENTS OF DEFAULT. Any of the following shall constitute an
"Event of Default":

         (a) Non-Payment. The Borrower fails to pay (i) when and as required to
be paid herein, any amount of principal of any Loan or any L/C Obligation, or
(ii) within three (3) Business

                                       61

<PAGE>

Days after the same becomes due, any interest on any Loan or on any L/C
Obligation, any commitment, utilization or other fee due hereunder, or any other
amount payable hereunder or under any other Loan Document; or

         (b) Specific Covenants. The Borrower fails to perform or observe any
term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05,
6.10, 6.12, 6.13 or 6.14, or Article VII; or

         (c) Other Defaults. Any Loan Party fails to perform or observe any
other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days; or

         (d) Representations and Warranties. Any representation or warranty made
or deemed made by the Borrower or any other Loan Party herein, in any other Loan
Document, or in any document delivered in connection herewith or therewith
proves to have been incorrect when made or deemed made; or

         (e) Cross-Default. (i) The Borrower, any Material Subsidiary, any
Material Unrestricted Subsidiary, or any Guarantor (A) fails to make any payment
when due (whether by scheduled maturity, required prepayment, acceleration,
demand, or otherwise) in respect of any Indebtedness or Guaranty Obligation
(other than Indebtedness hereunder and Indebtedness under Swap Contracts) having
an aggregate principal amount (including undrawn committed or available amounts
and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than $5,000,000, or (B) fails to observe or perform
any other agreement or condition relating to any such Indebtedness or Guaranty
Obligation or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event occurs, the effect of which default or
other event is to cause, or to permit the holder or holders of such Indebtedness
or the beneficiary or beneficiaries of such Guaranty Obligation (or a trustee or
agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the giving of notice if required, such Indebtedness to be demanded
or to become due or to be repurchased or redeemed (automatically or otherwise)
prior to its stated maturity, or such Guaranty Obligation to become payable or
cash collateral in respect thereof to be demanded; or (ii) there occurs under
any Swap Contract an Early Termination Date (as defined in such Swap Contract)
resulting from (A) any event of default under such Swap Contract as to which the
Borrower or any Material Subsidiary or any Guarantor is the Defaulting Party (as
defined in such Swap Contract) or (B) any Termination Event (as so defined)
under such Swap Contract as to which the Borrower, any Material Subsidiary, any
Material Unrestricted Subsidiary or any Guarantor is an Affected Party (as so
defined) and, in either event, the Swap Termination Value owed by such Person as
a result thereof is greater than $5,000,000; or

         (f) Insolvency Proceedings, Etc. Any Loan Party or any of its
Subsidiaries institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding

                                       62

<PAGE>

under any Debtor Relief Law relating to any such Person or to all or any part of
its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

         (g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any of
its Subsidiaries becomes unable or admits in writing its inability or fails
generally to pay its debts as they become due, or (ii) any writ or warrant of
attachment or execution or similar process is issued or levied against all or
any material part of the property of any such Person and is not released,
vacated or fully bonded within 30 days after its issue or levy; or

         (h) Judgments. There is entered against any Loan Party or any
Subsidiary (i) a final judgment or order for the payment of money in an
aggregate amount exceeding $5,000,000 (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage), or
(ii) any non-monetary final judgment that has, or could reasonably be expected
to have, a Material Adverse Effect and, in either case, (A) enforcement
proceedings are commenced by any creditor upon such judgment or order, or (B)
there is a period of 10 consecutive days during which a stay of enforcement of
such judgment, by reason of a pending appeal or otherwise, is not in effect; or

         (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of the Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000,
or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a Multiemployer
Plan in an aggregate amount in excess of the $5,000,000; or

         (j) Invalidity of Loan Documents. Any Loan Document, at any time after
its execution and delivery and for any reason other than the agreement of all
the Lenders or satisfaction in full of all the Obligations, ceases to be in full
force and effect, or is declared by a court of competent jurisdiction to be null
and void, invalid or unenforceable in any respect; or any Loan Party denies that
it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind any Loan Document; or

         (k) Loss of Material Licenses, Permits or Intellectual Property. Any
Governmental Authority revokes or fails to renew any material license, permit or
franchise of the Borrower or any of its Subsidiaries, or the Borrower or any of
its Subsidiaries for any reason loses any material license, permit or franchise,
or the Borrower or any of its Subsidiaries suffers the imposition of any
restraining order, escrow, suspension or impound of funds in connection with any
proceeding (judicial or administrative) with respect to any material license,
permit or franchise; or

         (l) Change of Control. There occurs any Change of Control; or

         (m) Material Adverse Effect. There occurs any event or circumstance
that has a Material Adverse Effect.

                                       63

<PAGE>

         8.02     REMEDIES UPON EVENT OF DEFAULT. If any Event of Default
occurs, the Administrative Agent shall, at the request of, or may, with the
consent of, the Required Lenders:

         (a) declare the commitment of each Lender to make Loans and any
obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,
whereupon such commitments and obligation shall be terminated;

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

         (c) require that the Borrower Cash Collateralize the L/C Obligations
(in an amount equal to the then Outstanding Amount thereof); and

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

provided that, upon the occurrence of any event specified in subsection (f) of
Section 8.01, the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, the obligation
of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, all payment obligations under the Guaranty of
each Guarantor shall automatically become due and payable, in each case without
further act of the Administrative Agent or any Lender.

                                  ARTICLE IX.
                              ADMINISTRATIVE AGENT

         9.01     APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

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

                                       64

<PAGE>

custom, and is intended to create or reflect only an administrative relationship
between independent contracting parties.

         (b) The L/C Issuer shall act on behalf of the Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith until
such time (and except for so long) as the Administrative Agent may agree at the
request of the Required Lenders to act for the L/C Issuer with respect thereto;
provided that the L/C Issuer shall have all of the benefits and immunities (i)
provided to the Administrative Agent in this Article IX with respect to any acts
taken or omissions suffered by the L/C Issuer in connection with Letters of
Credit issued by it or proposed to be issued by it and the application and
agreements for letters of credit pertaining to the Letters of Credit as fully as
if the term "Administrative Agent" as used in this Article IX included the L/C
Issuer with respect to such acts or omissions, and (ii) as additionally provided
herein with respect to the L/C Issuer.

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

         9.03     LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person
shall (a) be liable for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Lender or participant for any recital,
statement, representation or warranty made by any Loan Party or any officer
thereof, contained herein or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or any
other Loan Document, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document, or for any failure
of any Loan Party or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Loan Party or any Affiliate thereof.

         9.04     RELIANCE BY ADMINISTRATIVE AGENT.

         (a) The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex, telephone or electronic mail message, statement or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to any Loan Party),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent shall be fully justified in failing or refusing to take
any action under any Loan Document unless it shall first receive such

                                       65

<PAGE>

advice or concurrence of the Required Lenders as it deems appropriate and, if it
so requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or
consent of the Required Lenders or all the Lenders, if required hereunder, and
such request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders and participants. Where this Agreement expressly
permits or prohibits an action unless the Required Lenders otherwise determine,
the Administrative Agent shall, and in all other instances, the Administrative
Agent may, but shall not be required to, initiate any solicitation for the
consent or a vote of the Lenders.

         (b) For purposes of determining compliance with the conditions
specified in Section 4.01, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Administrative Agent to such Lender
for consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender.

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

         9.06     CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE
AGENT. Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower and the other Loan Parties hereunder. Each
Lender also represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall
deem

                                       66

<PAGE>

appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement and the other
Loan Documents, and to make such investigations as it deems necessary to inform
itself as to the business, prospects, operations, property, financial and other
condition and creditworthiness of the Borrower and the other Loan Parties.
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent herein, the Administrative
Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of any of the Loan
Parties or any of their respective Affiliates which may come into the possession
of any Agent-Related Person.

         9.07     INDEMNIFICATION OF ADMINISTRATIVE AGENT. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of any Loan Party and without limiting the obligation of any Loan Party
to do so), pro rata, and hold harmless each Agent-Related Person from and
against any and all Indemnified Liabilities incurred by it; provided that no
Lender shall be liable for the payment to any Agent-Related Person of any
portion of such Indemnified Liabilities determined in a final, nonappealable
judgment by a court of competent jurisdiction to have been caused primarily by
such Person's own gross negligence or willful misconduct; provided that no
action taken in accordance with the directions of the Required Lenders shall be
deemed to constitute gross negligence or willful misconduct for purposes of this
Section. Without limitation of the foregoing, each Lender shall reimburse the
Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including reasonable Attorney Costs and costs and
expenses in connection with the use of the Internet, IntraLinks or other similar
information transmission systems in connection with this Agreement) incurred by
the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Borrower. The undertaking in this Section shall survive
termination of the Aggregate Commitments, the payment of all Obligations
hereunder and the resignation or replacement of the Administrative Agent.

         9.08     ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of
America and its Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory, underwriting or other
business with each of the Loan Parties and their respective Affiliates as though
Bank of America were not the Administrative Agent or the L/C Issuer hereunder
and without notice to or consent of the Lenders. The Lenders acknowledge that,
pursuant to such activities, Bank of America or its Affiliates may receive
information regarding any Loan Party or its Affiliates (including information
that may be subject to confidentiality obligations in favor of such Loan Party
or such Affiliate) and acknowledge that the Administrative Agent shall be under
no obligation to provide such information to them. With respect to its Loans,
Bank of America shall have the same rights and powers under this Agreement as
any other Lender and may

                                       67

<PAGE>

exercise such rights and powers as though it were not the Administrative Agent
or the L/C Issuer, and the terms "Lender" and "Lenders" include Bank of America
in its individual capacity.

         9.09     SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as Administrative Agent upon 30 days prior notice to the Lenders;
provided that any such resignation by Bank of America shall also constitute its
resignation as L/C Issuer. If the Administrative Agent resigns under this
Agreement, the Required Lenders shall appoint from among the Lenders a successor
administrative agent for the Lenders which successor administrative agent shall
be consented to by the Borrower at all times other than during the existence of
an Event of Default (which consent of the Borrower shall not be unreasonably
withheld or delayed). If no successor administrative agent is appointed prior to
the effective date of the resignation of the Administrative Agent, then the
Administrative Agent may appoint, after consulting with the Lenders and the
Borrower, a successor administrative agent from among the Lenders. Upon the
acceptance of its appointment as successor administrative agent hereunder, the
Person acting as such successor administrative agent shall succeed to all the
rights, powers and duties of the retiring Administrative Agent and L/C Issuer
and the respective terms "Administrative Agent" and "L/C Issuer" shall mean such
successor administrative agent and Letter of Credit issuer, and the retiring
Administrative Agent's appointment, powers and duties as Administrative Agent
shall be terminated and the retiring L/C Issuer's rights, powers and duties as
such shall be terminated, without any other or further act or deed on the part
of such retiring L/C Issuer or any other Lender, other than the obligation of
the successor L/C Issuer to issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession. After any
retiring Administrative Agent's resignation hereunder as Administrative Agent,
the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to
such Person's benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement. If no successor administrative
agent has accepted appointment as Administrative Agent by the date which is 30
days following a retiring Administrative Agent's notice of resignation, the
retiring Administrative Agent's resignation shall nevertheless thereupon become
effective and the Lenders shall perform all of the duties of the Administrative
Agent hereunder until such time, if any, as the Required Lenders appoint a
successor agent as provided for above.

         9.10     ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower)
shall be entitled and empowered, by intervention in such proceeding or otherwise

                  (a)      to file and prove a claim for the whole amount of the
         principal and interest owing and unpaid in respect of the Loans, L/C
         Obligations and all other Obligations that are owing and unpaid and to
         file such other documents as may be necessary or advisable in order to
         have the claims of the Lenders and the Administrative Agent (including
         any claim for the reasonable compensation, expenses, disbursements and
         advances of the Lenders and the Administrative Agent and their
         respective agents and counsel and all

                                       68

<PAGE>

         other amounts due the Lenders and the Administrative Agent under
         Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial
         proceeding; and

                  (b)      to collect and receive any monies or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.08 and 10.04.

         Nothing contained herein shall be deemed to authorize the
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

                                   ARTICLE X.
                               GENERAL PROVISIONS

         10.01    AMENDMENTS, ETC. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent to any departure by
the Borrower or any other Loan Party therefrom, shall be effective unless in
writing signed by the Required Lenders and the Borrower or the applicable Loan
Party, as the case may be, and acknowledged by the Administrative Agent, and
each such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given; provided that no such amendment,
waiver or consent shall, unless in writing and signed by each of the Lenders
directly affected thereby and by the Borrower, and acknowledged by the
Administrative Agent, do any of the following:

         (a) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 8.02);

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

         (c) reduce the principal of, or the rate of interest specified herein
on, any Loan or L/C Borrowing, or (subject to clause (iii) of the proviso below)
any fees or other amounts payable hereunder or under any other Loan Document, or
change the manner of computation of the Pricing Level Leverage Ratio that would
result in a reduction of any interest rate on any Loan; provided that only the
consent of the Required Lenders shall be necessary to amend the definition of
"Default Rate" contained in Section 1.01 or to waive any obligation of the
Borrower to pay interest at the Default Rate;

                                       69

<PAGE>

         (d) change the percentage of the Aggregate Commitments or of the
aggregate unpaid principal amount of the Loans and L/C Obligations which is
required for the Lenders or any of them to take any action hereunder;

         (e) change the Pro Rata Share or Voting Percentage of any Lender
(except for any change resulting from Section 3.06(b));

         (f) amend this Section, or Section 2.12, or any provision herein
providing for consent or other action by all the Lenders; or

         (g) release any Guarantor from the Guaranty;

provided further that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Required Lenders or each
directly-affected Lender, as the case may be, affect the rights or duties of the
L/C Issuer under this Agreement or any Letter of Credit Application relating to
any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or
consent shall, unless in writing and signed by the Administrative Agent in
addition to the Required Lenders or each directly-affected Lender, as the case
may be, affect the rights or duties of the Administrative Agent under this
Agreement or any other Loan Document; and (iii) the Fee Letter may be amended,
or rights or privileges thereunder waived, in a writing executed only by the
respective parties thereto. Notwithstanding anything to the contrary herein, any
Lender that has a Voting Percentage of zero shall not have any right to approve
or disapprove any amendment, waiver or consent hereunder, except that the Pro
Rata Share of such Lender may not be increased (except for any such increase
resulting from Section 3.06(b)) without the consent of such Lender.

         10.02    NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

         (a) General. Unless otherwise expressly provided herein, all notices
and other communications provided for hereunder shall be in writing (including
by facsimile transmission) and mailed, faxed or delivered, to the address,
facsimile number or (subject to subsection (c) below) electronic mail address
specified for notices on Schedule 10.02; or, in the case of the Borrower, the
Administrative Agent or the L/C Issuer, to such other address as shall be
designated by such party in a notice to the other parties, and in the case of
any other party, to such other address as shall be designated by such party in a
notice to the Borrower, the Administrative Agent and the L/C Issuer. All such
notices and other communications shall be deemed to be given or made upon the
earlier to occur of (i) actual receipt by the intended recipient and (ii) (A) if
delivered by hand or by courier, when signed for by the intended recipient; (B)
if delivered by mail, four (4) Business Days after deposit in the mails, postage
prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed
by telephone; and (D) if delivered by electronic mail (which form of delivery is
subject to the provisions of subsection (c) below), when delivered; provided
that notices and other communications to the Administrative Agent and the L/C
Issuer pursuant to Article II shall be in writing (including by facsimile) and
shall not be effective until actually received by such Person. Any notice or
other communication permitted to be given, made or confirmed by telephone
hereunder shall be given, made or confirmed by means of a telephone call to the
intended recipient at the number specified

                                       70

<PAGE>

on Schedule 10.02, it being understood and agreed that a voicemail message shall
in no event be effective as a notice, communication or confirmation hereunder.

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

         (c) Limited Use of Electronic Mail. Electronic mail and internet and
intranet websites may be used only to distribute routine communications, such as
financial statements (including as required by Section 6.01 and 6.02) and other
information, and to distribute Loan Documents for execution by the parties
thereto, and may not be used for any other purpose.

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

         10.03    NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender or
the Administrative Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein or therein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

         10.04    ATTORNEY COSTS, EXPENSES AND TAXES. The Borrower agrees (a) to
pay or reimburse the Administrative Agent for all costs and expenses incurred in
connection with the development, preparation, negotiation and execution of this
Agreement and the other Loan Documents and any amendment, waiver, consent or
other modification of the provisions hereof and thereof (whether or not the
transactions contemplated hereby or thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and
thereby, including all reasonable Attorney Costs (including non-duplicative
allocated costs of in-house counsel) and costs and expenses in connection with
the use of internet, IntraLinks or other similar information transmission
systems in connection with this Agreement, and (b) to pay or reimburse the
Administrative Agent, the Arranger and each Lender for all costs and expenses
(including Attorney Costs) incurred in connection with the enforcement,
attempted enforcement, or preservation of any rights or remedies under this
Agreement, the other Loan Documents or

                                       71

<PAGE>

applicable Law (including all such costs and expenses incurred during any
"workout" or restructuring in respect of the Obligations and during any legal
proceeding, including any proceeding under any Debtor Relief Law). The foregoing
costs and expenses shall include all search, filing, recording, title insurance
and appraisal charges and fees and taxes related thereto, and other
out-of-pocket expenses incurred by the Administrative Agent and the cost of
independent public accountants and other outside experts retained by the
Administrative Agent or any Lender. All amounts due under this Section 10.04
shall be paid within ten Business Days after demand therefor. The agreements in
this Section shall survive the termination of the Aggregate Commitments and
repayment of all other Obligations.

         10.05    INDEMNIFICATION BY THE BORROWER. Whether or not the
transactions contemplated hereby are consummated, the Borrower agrees to
indemnify, save and hold harmless, each Agent-Related Person, each Lender and
their respective Affiliates, directors, officers, employees, counsel, agents and
attorneys-in-fact (collectively the "Indemnitees") from and against: (a) any and
all claims, demands, actions or causes of action that are asserted against any
Indemnitee by any Person (other than the Administrative Agent or any Lender)
relating directly or indirectly to a claim, demand, action or cause of action
that such Person asserts or may assert against any Loan Party, any Affiliate of
any Loan Party or any of their respective officers or directors arising out of
or relating to the Loan Documents, any predecessor loan documents, any
Commitment, the use or contemplated use of the proceeds of any Credit Extension,
or the relationship of any Loan Party, the Administrative Agent and the Lenders
under this Agreement or any other Loan Document, (b) any and all claims,
demands, actions or causes of action that may at any time (including at any time
following repayment of the Obligations and the resignation or removal of the
Administrative Agent or the replacement of any Lender) be asserted or imposed
against any Indemnitee arising out of or relating to the Loan Documents, any
predecessor loan documents, any Commitment, the use or contemplated use of the
proceeds of any Credit Extension, or the relationship of any Loan Party, the
Administrative Agent and the Lenders under this Agreement or any other Loan
Document; (c) any administrative or investigative proceeding by any Governmental
Authority arising out of or related to a claim, demand, action or cause of
action described in subsection (a) or (b) above; and (d) any and all liabilities
(including liabilities under indemnities), losses, costs or expenses (including
Attorney Costs) that any Indemnitee suffers or incurs as a result of the
assertion of any foregoing claim, demand, action, cause of action or proceeding,
or as a result of the preparation of any defense in connection with any
foregoing claim, demand, action, cause of action or proceeding, in all cases,
whether or not arising out of the negligence of an Indemnitee, and whether or
not an Indemnitee is a party to such claim, demand, action, cause of action or
proceeding (all the foregoing, collectively, the "Indemnified Liabilities");
provided that no Indemnitee shall be entitled to indemnification for any claim
determined in a final, nonappealable judgment by a court of competent
jurisdiction to have been caused primarily by its own gross negligence or
willful misconduct or for any loss asserted against it by another Indemnitee. No
Indemnitee shall be liable for any damages arising from the use by others of any
information or other materials obtained through internet, IntraLinks or other
similar information transmission systems in connection with this Agreement. All
amounts due under this Section 10.05 shall be paid within ten Business Days
after demand therefor. The agreements in this Section shall survive the
termination of the Aggregate Commitments and repayment of all other Obligations.

                                       72

<PAGE>

         10.06    PAYMENTS SET ASIDE. To the extent that the Borrower makes a
payment to the Administrative Agent or any Lender, or the Administrative Agent
or any Lender exercises its right of set-off, and such payment or the proceeds
of such set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.

         10.07    SUCCESSORS AND ASSIGNS.

         (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Indemnitees) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

         (b) Any Lender may, with the prior written consent of the
Administrative Agent and, so long as no Default or Event of Default has occurred
and is continuing, the Borrower (whose consent, if required, shall not be
unreasonably withheld or delayed), assign to one or more Eligible Assignees all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations) at the time owing to it);
provided that (i) except in the case of an assignment of the entire remaining
amount of the assigning Lender's Commitment and the Loans at the time owing to
it or in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund with respect to a Lender, the aggregate amount of the Commitment
(which for this purpose includes Loans outstanding hereunder) subject to each
such assignment, determined as of the date the Assignment and Assumption
Agreement with respect to such assignment is delivered to the Administrative
Agent, shall not be less than $5,000,000 unless the Administrative Agent and, so
long as no Default or Event of Default has occurred and is continuing, the
Borrower otherwise consents (each such consent not to be unreasonably withheld
or delayed), (ii) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender's rights and obligations under
this Agreement with respect to the Loans or the Commitment assigned and (iii)
the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption Agreement and shall pay to the Administrative
Agent a processing and recordation fee in an amount equal to $3,500. Subject to
acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section, from and after the effective date specified in
each Assignment and Assumption

                                       73

<PAGE>

Agreement, the Eligible Assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Assumption Agreement,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption Agreement, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption Agreement
covering all of the assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Article III and Sections 10.04 and 10.05). Upon
request, the Borrower (at its expense) shall execute and deliver new or
replacement Notes to the assigning Lender and the assignee Lender. Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this subsection shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with subsection (d) of this Section.

         (c) The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Assumption Agreement delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amount of the Loans and L/C Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the "Register"). The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

         (d) Any Lender may, without the consent of, or notice to, the Borrower
or the Administrative Agent, sell participations to one or more banks or other
Persons (a "Participant") in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its Commitment
and/or Loans (including such Lender's participations in L/C Obligations) owing
to it); provided that (i) such Lender's obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the Borrower,
the Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
that would (i) postpone any date upon which any payment of money is scheduled to
be paid to such Participant, (ii) reduce the principal, interest, fees or other
amounts payable to such Participant or (iii) release any Guarantor from the
Guaranty. Subject to subsection (e) of this Section, the Borrower agrees that
each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and
3.05 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b) of this Section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 10.09
as though it were a Lender, provided such Participant agrees to be subject to
Section 2.12 as though it were a Lender.

                                       74

<PAGE>

         (e) A Participant shall not be entitled to receive any greater payment
under Section 3.01 or 3.04 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 10.15 as though
it were a Lender.

         (f) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement (including under its
Notes, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

         (g) If the consent of the Borrower to an assignment or to an Eligible
Assignee is required hereunder (including a consent to an assignment which does
not meet the minimum assignment threshold specified in clause (i) of the proviso
to the first sentence of Section 10.07(b)), the Borrower shall be deemed to have
given its consent five (5) Business Days after the date notice thereof has been
delivered by the assigning Lender (through the Administrative Agent) unless such
consent is expressly refused by the Borrower prior to such fifth (5th) Business
Day.

         (h) As used herein, the following terms have the following meanings:

                  "Approved Fund" means any Fund that is administered or managed
         by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
         Affiliate of an entity that administers or manages a Lender.

                  "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
         Lender; (c) an Approved Fund; and (d) any other Person (other than a
         natural Person) approved by (i) the Administrative Agent, in the case
         of any assignment of a Loan, (ii) the L/C Issuer, and (iii) unless (A)
         such Person is taking delivery of an assignment in connection with
         physical settlement of a credit derivatives transaction or (B) an Event
         of Default has occurred and is continuing, the Borrower (each such
         approval referred to in clauses (i) through (iii) not to be
         unreasonably withheld or delayed).

                  "Fund" means any Person (other than a natural Person) that is
         (or will be) engaged in making, purchasing, holding or otherwise
         investing in commercial loans and similar extensions of credit in the
         ordinary course of its business.

         (i) Notwithstanding anything to the contrary contained herein, if at
any time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, upon 30 days prior written notice to
the Borrower and the Lenders, resign as L/C Issuer. In the event of any such
resignation as L/C Issuer, the Borrower shall be entitled to appoint from among
the Lenders a successor L/C Issuer hereunder, provided that no failure by the
Borrower to appoint any such successor shall affect the resignation of Bank of
America as L/C Issuer. Bank of America shall retain all of the rights and
obligations of the L/C Issuer hereunder with respect to all Letters of Credit
outstanding as of the effective date of its

                                       75

<PAGE>

resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Loans or fund
participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Until such
time, if at all, as Bank of America shall have resigned as "L/C Issuer"
hereunder, no other Person shall be, shall be entitled to be or shall be deemed
to be an "L/C Issuer" or additional or co- "L/C Issuer" hereunder.

         10.08    CONFIDENTIALITY. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential); (b) to the extent requested
by any regulatory authority; (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process; (d) to any other party
to this Agreement; (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any Eligible Assignee of
or Participant in, or any prospective Eligible Assignee of or Participant in,
any of its rights or obligations under this Agreement or (ii) any direct or
indirect contractual counterparty or prospective counterparty (or such
contractual counterparty's or prospective counterparty's professional advisor)
to any credit derivative or securitization transaction relating to obligations
of the Borrower; (g) with the consent of the Borrower; (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent or any Lender
on a non-confidential basis from a source other than the Borrower; or (i) to the
National Association of Insurance Commissioners or any other similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's or its Affiliates' investment portfolio in
connection with ratings issued with respect to such Lender or its Affiliates. In
addition, the Administrative Agent and the Lenders may disclose the existence of
this Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry, and service providers to the
Administrative Agent and the Lenders in connection with the administration and
management of this Agreement, the other Loan Documents, the Commitments, and the
Credit Extensions. For the purposes of this Section, "Information" means all
information received from the Borrower relating to the Borrower or its business,
other than any such information that is available to the Administrative Agent or
any Lender on a non-confidential basis prior to disclosure by the Borrower;
provided that, in the case of information received from the Borrower after the
date hereof, such information is clearly identified in writing at the time of
delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information. Notwithstanding anything herein to
the contrary, "Information" shall not include, and the Administrative Agent and
the Lenders may disclose without limitation of any kind, any information with
respect to the "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) of the transactions
contemplated hereby and all materials of any kind (including opinions or other
tax analyses) that are provided to the Administrative Agent and the Lenders
relating to such tax treatment and tax structure; provided

                                       76

<PAGE>

that with respect to any document or similar item that in either case contains
information concerning the tax treatment or tax structure of the transaction as
well as other information, this sentence shall only apply to such portions of
the document or similar item that relate to the tax treatment or tax structure
of the Loans, Letters of Credit and transactions contemplated hereby.

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

         10.10    INTEREST RATE LIMITATION. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the "Maximum Rate"). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if
it exceeds such unpaid principal, refunded to the Borrower. In determining
whether the interest contracted for, charged, or received by the Administrative
Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations.

         10.11    COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

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

                                       77

<PAGE>

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

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

         10.15    FOREIGN LENDERS. (a) (i) Each Lender that is not a "United
         States person" within the meaning of Section 7701(a)(30) of the Code (a
         "Foreign Lender") shall deliver to the Administrative Agent, prior to
         receipt of any payment subject to withholding under the Code (or upon
         accepting an assignment of an interest herein), two duly signed
         completed copies of either IRS Form W-8BEN or any successor thereto
         (relating to such Foreign Lender and entitling it to an exemption from,
         or reduction of, withholding tax on all payments to be made to such
         Foreign Lender by the Borrower pursuant to this Agreement) or IRS Form
         W-8ECI or any successor thereto (relating to all payments to be made to
         such Foreign Lender by the Borrower pursuant to this Agreement) or such
         other evidence satisfactory to the Borrower and the Administrative
         Agent that such Foreign Lender is entitled to an exemption from, or
         reduction of, U.S. withholding tax, including any exemption pursuant to
         Section 881(c) of the Code. Thereafter and from time to time, each such
         Foreign Lender shall (A) promptly submit to the Administrative Agent
         such additional duly completed and signed copies of one of such forms
         (or such successor forms as shall be adopted from time to time by the
         relevant United States taxing authorities) as may then be available
         under then current United States laws and regulations to avoid, or such
         evidence as is satisfactory to the Borrower and the Administrative
         Agent of any available exemption from or reduction of, United States
         withholding taxes in respect of all payments to be made to such Foreign
         Lender by the Borrower pursuant to this Agreement, (B) promptly notify
         the Administrative Agent of any change in circumstances which would
         modify or render invalid any claimed exemption or reduction, and (C)
         take such steps as shall not be materially disadvantageous to it, in
         the reasonable judgment of such Lender, and as may be reasonably
         necessary (including the re-designation of its Lending Office) to avoid
         any requirement of applicable Laws that the Borrower make any deduction
         or withholding for taxes from amounts payable to such Foreign Lender.

                  (ii)     Each Foreign Lender, to the extent it does not act or
         ceases to act for its own account with respect to any portion of any
         sums paid or payable to such Lender

                                       78

<PAGE>

         under any of the Loan Documents (for example, in the case of a typical
         participation by such Lender), shall deliver to the Administrative
         Agent on the date when such Foreign Lender ceases to act for its own
         account with respect to any portion of any such sums paid or payable,
         and at such other times as may be necessary in the determination of the
         Administrative Agent (in the reasonable exercise of its discretion),
         (A) two duly signed completed copies of the forms or statements
         required to be provided by such Lender as set forth above, to establish
         the portion of any such sums paid or payable with respect to which such
         Lender acts for its own account that is not subject to U.S. withholding
         tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or
         any successor thereto), together with any information such Lender
         chooses to transmit with such form, and any other certificate or
         statement of exemption required under the Code, to establish that such
         Lender is not acting for its own account with respect to a portion of
         any such sums payable to such Lender.

                  (iii)    The Borrower shall not be required to pay any
         additional amount to any Foreign Lender under Section 3.01 (A) with
         respect to any Taxes required to be deducted or withheld on the basis
         of the information, certificates or statements of exemption such Lender
         transmits with an IRS Form W-8IMY pursuant to this Section 10.15(a) or
         (B) if such Lender shall have failed to satisfy the foregoing
         provisions of this Section 10.15(a); provided that if such Lender shall
         have satisfied the requirement of this Section 10.15(a) on the date
         such Lender became a Lender or ceased to act for its own account with
         respect to any payment under any of the Loan Documents, nothing in this
         Section 10.15(a) shall relieve the Borrower of its obligation to pay
         any amounts pursuant to Section 3.01 in the event that, as a result of
         any change in any applicable law, treaty or governmental rule,
         regulation or order, or any change in the interpretation,
         administration or application thereof, such Lender is no longer
         properly entitled to deliver forms, certificates or other evidence at a
         subsequent date establishing the fact that such Lender or other Person
         for the account of which such Lender receives any sums payable under
         any of the Loan Documents is not subject to withholding or is subject
         to withholding at a reduced rate.

                  (iv)     The Administrative Agent may, without reduction,
         withhold any Taxes required to be deducted and withheld from any
         payment under any of the Loan Documents with respect to which the
         Borrower is not required to pay additional amounts under this Section
         10.15(a).

         (b) Upon the request of the Administrative Agent, each Lender that is a
"United States person" within the meaning of Section 7701(a)(30) of the Code
shall deliver to the Administrative Agent two duly signed completed copies of
IRS Form W-9. If such Lender fails to deliver such forms, then the
Administrative Agent may withhold from any interest payment to such Lender an
amount equivalent to the applicable back-up withholding tax imposed by the Code,
without reduction.

         (c) If any Governmental Authority asserts that the Administrative Agent
did not properly withhold or backup withhold, as the case may be, any tax or
other amount from payments made to or for the account of any Lender, such Lender
shall indemnify the Administrative Agent therefor, including all penalties and
interest, any taxes imposed by any jurisdiction on the

                                       79

<PAGE>

amounts payable to the Administrative Agent under this Section, and costs and
expenses (including Attorney Costs) of the Administrative Agent. The obligation
of the Lenders under this Section shall survive the termination of the Aggregate
Commitments, repayment of all other Obligations hereunder and the resignation of
the Administrative Agent.

         10.16    REMOVAL AND REPLACEMENT OF LENDERS.

         (a) Under any circumstances set forth herein providing that the
Borrower shall have the right to remove or replace a Lender as a party to this
Agreement, the Borrower may, upon notice to such Lender and the Administrative
Agent, (i) remove such Lender by terminating such Lender's Commitment or (ii)
replace such Lender by causing such Lender to assign its Commitment (without
payment of any assignment fee) pursuant to Section 10.07(b) to one or more other
Lenders or Eligible Assignees procured by the Borrower; provided that if the
Borrower elects to exercise such right with respect to any Lender pursuant to
Section 3.06(b), it shall be obligated to remove or replace, as the case may be,
all Lenders that have made similar requests for compensation pursuant to Section
3.01 or 3.04. The Borrower shall (x) pay in full all principal, interest, fees
and other amounts owing to such Lender through the date of removal or
replacement (including any amounts payable pursuant to Section 3.05), (y)
provide appropriate assurances and indemnities (which may include letters of
credit) to the L/C Issuer as each may reasonably require with respect to any
continuing obligation to purchase participation interests in any L/C Obligations
then outstanding, and (z) release such Lender from its obligations under the
Loan Documents. Any Lender being replaced shall execute and deliver an
Assignment and Assumption Agreement with respect to such Lender's Commitment and
outstanding Credit Extensions. The Administrative Agent shall distribute an
amended Schedule 2.01, which shall be deemed incorporated into this Agreement,
to reflect changes in the identities of the Lenders and adjustments of their
respective Commitments and/or Pro Rata Shares resulting from any such removal or
replacement.

         (b) In order to make all the Lenders' interests in any outstanding
Credit Extensions ratable in accordance with any revised Pro Rata Shares after
giving effect to the removal or replacement of a Lender, the Borrower shall pay
or prepay, if necessary, on the effective date thereof, all outstanding Loans of
all Lenders, together with any amounts due under Section 3.05. The Borrower may
then request Loans from the Lenders in accordance with their revised Pro Rata
Shares. The Borrower may net any payments required hereunder against any funds
being provided by any Lender or Eligible Assignee replacing a terminating
Lender. The effect for purposes of this Agreement shall be the same as if
separate transfers of funds had been made with respect thereto.

         (c) This section shall supersede any provision in Section 10.01 to the
contrary.

         10.17    GOVERNING LAW.

         (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND
EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

                                       80

<PAGE>

         (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA
SITTING IN THE CITY AND COUNTY OF SAN FRANCISCO, CALIFORNIA OR OF THE UNITED
STATES FOR THE NORTHERN DISTRICT OF SUCH STATE, AND, BY EXECUTION AND DELIVERY
OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH
LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING
OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER,
THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY
THE LAW OF SUCH STATE.

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

         10.19    TIME OF THE ESSENCE.

         Time is of the essence as to the Loan Documents.

            [The remainder of this page is intentionally left blank.]

                                       81

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.

                                        GRANITE CONSTRUCTION
                                        INCORPORATED,
                                        a Delaware corporation, as the Borrower

                                        By:        /s/ William G. Dorey
                                           ------------------------------------
                                        Name:      William G. Dorey
                                        Title:     President

                                        By:        /s/ William E. Barton
                                           ------------------------------------
                                        Name:      William E. Barton
                                        Title:     Chief Financial Officer

                      (Signature Page to Credit Agreement)

                                       S-1

<PAGE>

                                        BANK OF AMERICA, N.A., as Administrative
                                        Agent, as a Lender and as L/C Issuer

                                        By:        /s/ Kenneth J. Beck
                                           -------------------------------------
                                        Name:      Kenneth J. Beck
                                        Title:     Principal

                      (Signature Page to Credit Agreement)

                                       S-2

<PAGE>

                                        UNION BANK OF CALIFORNIA, N.A., as a
                                        Lender

                                        By:        /s/ William E. Hinch
                                           -------------------------------------
                                        Name:      William E. Hinch
                                        Title:     Vice President

                      (Signature Page to Credit Agreement)

                                       S-3

<PAGE>

                                        US BANK NATIONAL ASSOCIATION, as a
                                        Lender

                                        By:        /s/ Dan Stevens
                                           -------------------------------------
                                        Name:      Dan Stevens
                                        Title:     Vice President

                      (Signature Page to Credit Agreement)

                                       S-4

<PAGE>

                                        WASHINGTON MUTUAL BANK, as a Lender

                                        By:        /s/ Gary Perkins
                                           -------------------------------------
                                        Name:      Gary Perkins
                                        Title:     Vice President

                      (Signature Page to Credit Agreement)

                                       S-5

<PAGE>

                                        COMERICA BANK, as a Lender

                                        By:        /s/ Elise M. Walker
                                           -------------------------------------
                                        Name:      Elise M. Walker
                                        Title:     Assistant Vice President

                      (Signature Page to Credit Agreement)

                                       S-6

<PAGE>

                                        HARRIS TRUST AND SAVINGS BANK, as a
                                        Lender

                                        By:        /s/ Isabella Battista
                                           -------------------------------------
                                        Name:      Isabella Battista
                                        Title:     Vice President

                      (Signature Page to Credit Agreement)

                                       S-7

<PAGE>

                                        BNP PARIBAS, as a Lender

                                        By:        /s/ Sandra F. Bertram
                                           -------------------------------------
                                        Name:      Sandra F. Bertram
                                        Title:     Vice President

                                        By:        /s/ Debra H. Wright
                                           -------------------------------------
                                        Name:      Debra Wright
                                        Title:     Vice President

                      (Signature Page to Credit Agreement)

                                       S-8

<PAGE>

                                SCHEDULE 1.01 (e)

                           EXISTING LETTERS OF CREDIT

<TABLE>
<CAPTION>
L/C NO.    ORIGINAL ISSUE DATE        BENEFICIARY           EXPIRY DATE          FACE AMOUNT AS OF 06/27/03
<S>        <C>                    <C>                       <C>                  <C>
 1171          6/29/1996          State of California        3/15/2004                 1,293,390.00
                                  Self Insurance Plans
</TABLE>

                                SCHEDULE 1.01 (e)

                                     Page 1

<PAGE>

                                SCHEDULE 1.01(g)

                                   GUARANTORS

Granite Construction Company, a California corporation
Granite Land Company, a California corporation
Intermountain Slurry Seal, Inc., a Wyoming corporation
Pozzolan Products Company (P.P.C.) (dba Garco Testing), a Utah corporation
GILC, L.P., a California limited partnership
Granite Halmar Construction Company, Inc., a New York corporation

                                SCHEDULE 1.01 (g)

                                     Page 1
<PAGE>

                                  SCHEDULE 2.01

                         COMMITMENTS AND PRO RATA SHARES

<TABLE>
<CAPTION>
        LENDER                     COMMITMENT           PRO RATA SHARE
<S>                               <C>                   <C>
Bank of America, N.A.              17,500,000                17.5%
Union Bank of California           17,500,000                17.5%
US Bank                            15,000,000                15.0%
BMO/Harris Bank                    15,000,000                15.0%
BNP Paribas                        15,000,000                15.0%
Comerica Bank                      10,000,000                10.0%
Washington Mutual                  10,000,000                10.0%
TOTAL                             100,000,000               100.0%
</TABLE>

                                  Schedule 2.01
                                     Page 1

<PAGE>

                                SCHDULE 5.05 (c)

                                  PROJECT DEBT

<TABLE>
<CAPTION>
                                                                  INTEREST                                                 BALANCE
          OBLIGOR                          PAYEE                    Rate                     TERMS                        04/30/03
<S>                            <C>                              <C>           <C>                                       <C>
Presidio Vista I, LTD          Dell USA, L.P., a Texas limited      7.50%      Interest only, payable semi-annually,       4,003,877
                               partnership                                          principal due at 02/11/2008

Phase 1 Regional Park Limited  Sacramento City Employee             7.30%     25 year amortization, balloon 09/01/2008    11,311,577
                               Retirement Systems

Phase 1 Regional Park Limited  GE Capital Business Asset Fund       8.15%     30 year amortization, balloon 09/01/2010    18,858,850

Phase 1 Regional Park Limited  Northwest Mutual Life Insurance      7.25%     25 year amortization, balloon 09/01/2021    17,935,273


Phase 1 Regional Park Limited  Northwest Mutual Life Insurance      6.03%     25 year amortization, balloon 09/01/2018    18,913,776


Oly/Mandalay Bay, General      Granite/Mandalay Bay Finance,       20.00%      Interest is deferred and paid when the      2,550,000
Partnership                    LLC                                                        project is sold

Oly/Mandalay Bay, General      Santa Barbara Bank & Trust       Prime Rate +   Interest only, payable semi annually,       3,850,791
Partnership                                                          1.5%           principal due at 01/01/2004

Oly/Mandalay Bay, General      Oly/Granite, GP                     17.00%      Interest is deferred and paid when the     12,416,024
Partnership                                                                               project is sold

Oly/Mandalay Bay, General      Oly/Granite, GP                     17.00%      Interest is deferred and paid when the      1,379,558
Partnership                                                                               project is sold

                                                                                                                        $ 91,219,726
</TABLE>

                                Schedule 5.05(c)
                                     Page 1

<PAGE>

                                  SCHEDULE 5.06

                                   LITIGATION

<TABLE>
<CAPTION>
          DEFENDANT                          NATURE OF CASE                               COMMENTS
<S>                            <C>                                              <C>
USA ex rel Maxfield/Peterson   False Claims Act arising from I-15, Salt Lake    See 12/31/02 10-K or 03/31/03
vs. Wasatch/GCCo               City, UT construction contract                   10-Q for more information
</TABLE>

                                  Schedule 5.06
                                     Page 1

<PAGE>

                                  SCHEDULE 5.09

                              ENVIRONMENTAL MATTERS

Granite Construction in the normal course of business utilizes petroleum
(hydrocarbon) products which may be considered hazardous materials when
encountered at regulatory levels established by the Federal EPA or the Regional
State EPA. The utilization of these asphalt products, diesel, and gasoline over
the years of operations have the potential of creating exposure to environmental
clean up requirements. All underground tanks meet current requirements. There
are no pending governmental ordered clean up requirements. However, the
following represents estimates based on construction industry housekeeping
practices as encountered during our normal course of business. Except as
indicated with an " * ", these costs do not represent actual identified
exposures. Items indicated with an " * " are carried on the books as a
liability.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
    LOCATIONS                                    DESCRIPTION                                  AMOUNT
----------------------------------------------------------------------------------------------------
<S>                                  <C>                                                     <C>
Anchorage, AK                           Surface Spills, wash rack facilities                  60,000
Anchorage, AK                           Surface Spills, former AC Plant                       17,500
Huachuca City, AZ                       Surface Spills, AC Plant                              15,000
Marana, AZ                              Surface Spills, AC Plant                              15,000
Tucson, AZ                              Surface Spills                                        10,000
Tucson, AZ                              AC Plant                                              25,000
29 Palms, CA                         *  Surface Spills, AC Plant                               4,409
Arcata, CA                           *  Surface Spills, AC Plant                             236,000
Arvin, CA                               Surface Spills, AC Plant                              25,000
Bakersfield, CA                         Surface Spills, AC Plant                             250,000
Bishop, CA                              Surface Spills, AC Plant                              15,000
Buelton, CA                             Surface Spills, AC Plant                              50,000
City of Blue Lake, CA                   Surface Spills                                        40,000
Coalinga, CA                            Surface Spills, AC Plant                              50,000
Concord, CA                             Surface Spills, AC Plant                              35,000
Crescent City, CA                    *  Surface Spills, AC Plant                             682,836
Ducor, CA                            *  Surface Spills, AC Plant                              12,529
El Centro, CA                           Surface Spills, AC Plant                              25,000
Felton, Ca                              Surface Spills, AC Plant                             100,000
French Camp, CA                         Surface Spills, AC Plant, old fill material          500,000
Highway 175, CA                      *  Surface Spills, AC Plant                             150,000
Indio, CA                               Surface Spills, AC Plant                              25,000
Inyokern, CA                            Surface Spills, AC Plant                              25,000
Kelseyville, CA                      *  Surface Spills, AC Plant                             873,000
Lee Vining, CA                          Surface Spills, AC Plant                              15,000
Littlerock, CA                          Surface Spills, AC Plant                              25,000
Longvale, CA                         *  Surface Spills, AC Plant                             274,000
Los Banos, CA                           AC Plant                                              10,000
Pleasanton, CA                          AC Plant                                              10,000
----------------------------------------------------------------------------------------------------
</TABLE>

                                  Schedule 5.09
                                     Page 1

<PAGE>

Granite Construction in the normal course of business utilizes petroleum
(hydrocarbon) products which may be considered hazardous materials when
encountered at regulatory levels established by the Federal EPA or the Regional
State EPA. The utilization of these asphalt products, diesel, and gasoline over
the years of operations have the potential of creating exposure to environmental
clean up requirements. All underground tanks meet current requirements. There
are no pending governmental ordered clean up requirements. However, the
following represents estimates based on construction industry housekeeping
practices as encountered during our normal course of business. Except as
indicated with an " * ", these costs do not represent actual identified
exposures. Items indicated with an " * " are carried on the books as a
liability.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
    LOCATIONS                                    DESCRIPTION                                  AMOUNT
-----------------------------------------------------------------------------------------------------
<S>                                  <C>                                                   <C>
Rio Linda, CA                           Surface Spills, AC Plant                               50,000
Sacramento, CA                          Surface Spills, AC Plant                              500,000
Salinas, CA                             Surface Spills, AC Plant                               10,000
Salinas, CA                             Former Underground Storage Tanks                      200,000
San Jose, CA                            Surface Spills                                         10,000
Santa Barbara, CA                       Surface Spills                                         25,000
Tracy, CA                               Surface Spills, AC Plant                               25,000
Ukiah, CA                            *  Surface Spills, AC Plant                              430,000
Watsonville, CA                         Surface Spills                                         35,000
Watsonville, CA                         Former Underground Storage Tanks                       35,000
Tampa, FL                               Surface Spills                                         75,000
Odenton, MD                             Surface Spills                                        100,000
Carson City, NV                         Surface Spills, AC Plant                               10,000
Lockwood, NV                            Surface Spills, AC Plant                               50,000
Sparks, NV                              Surface Spills, AC Plant                              100,000
Wappinger Falls, NY                     Surface Spills                                        100,000
Lubbock, TX                             Surface Spills, AC Plant                              100,000
Lubbock, TX                             Surface Spills                                         75,000
Lubbock, TX                             Surface Spills                                         50,000
Morgan County, UT                       Surface Spills                                         10,000
North Ogden, UT                         Old fill material                                     250,000
Ogden, UT                            *  Former Webb AC Plant                                  723,377
Salt City, UT                        *  Former 2200 North AC Plant                            132,363
Salt Lake City, UT                      AC Plant                                              150,000
Salt Lake City, UT                      Surface Spills                                         50,000
Salt Lake City, UT                   *  Former Whitehill AC Plant                              25,288
Sandy City, UT                          Surface Spills, AC Plant                              100,000
Kearns, UT                           *  Surface Spills, AC Plant                               12,529
Wasatch County, UT                      Surface Spills, AC Plant                               10,000
West Haven, UT                          Surface Spills, AC Plant                               25,000
Bellington, WA                          Hannegan surface spills, AC Plant, shop               500,000
Everett, WA                             Surface Spills, AC Plant                              100,000
Whatcom County, WA                      Former AC Plant                                       260,000
Whatcom County, WA                      Former UST and shop area                               17,500
-----------------------------------------------------------------------------------------------------
                                                                                           $7,921,331
                                                                                           ----------
</TABLE>


<PAGE>

                        SCHEDULE 5.13(a) PART (1) AND (2)
                    SUBSIDIARIES AND OTHER EQUITY INVESTMENTS

<TABLE>
<CAPTION>
                                                       JURISDICTION OF                                 OWNERSHIP BY COMPANY AND/OR
                     NAME                               ORGANIZATION        CAPITAL STRUCTURE                   SUBSIDIARY
                                                                                                        NAME     OWNERSHIP  POSITION
<S>                                                    <C>              <C>                          <C>         <C>        <C>
S Granite Construction International                     California               C Corp                GCI       100.00%   investor
S Granite Construction Company ("GCCo")                  California               C Corp                GCI       100.00%   investor
    S Wilder Construction Company ("Wilder")             Washington               C Corp                GCCo       60.04%   investor
          S Wilder Realty                                Washington               C Corp               Wilder     100.00%   investor
          S Wilder Washington                            Washington               C Corp               Wilder     100.00%   investor
            Axton Aggregate Partnership                  Washington        General Partnership         Wilder      50.00%      GP
            Axton Aggregate Company                      Washington        General Partnership         Wilder      50.00%      GP
            HLA / Wilder, a Joint Venture                Washington     Construction Joint Venture     Wilder      55.00%   partner
      Largo Properties, LLC                               Maryland      Limited Liability Company       GCCo       33.30%    member
      Riverside Motorsports Park, LLC                    California     Limited Liability Company       GCCo        2.50%    member
      California Corridor Constructors, a
       Joint Venture                                     California     Construction Joint Venture      GCCo       30.00%   partner
      Granite Kiewit, a Joint Venture                      Montana      Construction Joint Venture      GCCo       76.00%   sponsor
      Granite2-Sundt, a Joint Venture                      Arizona      Construction Joint Venture      GCCo       65.00%   sponsor
    L Granite-Frontier Kemper, a Joint Venture            Arkansas      Construction Joint Venture      GCCo       82.00%   sponsor
    L Granite-Meyers, a Joint Venture                    California     Construction Joint Venture      GCCo       41.20%   managing
    L Granite-PCL, a Joint Venture                         Florida      Construction Joint Venture      GCCo       64.70%   sponsor
      Granite-Rizzani de Eccher, a Joint Venture           Florida      Construction Joint Venture      GCCo       60.00%   sponsor
      Granite-Sundt, a Joint Venture                       Arizona      Construction Joint Venture      GCCo       55.00%   sponsor
      K-G Leasing, a Joint Venture                       California     Construction Joint Venture      GCCo       30.00%   partner
      K-G-W Leasing, a Joint Venture                        Utah        Construction Joint Venture      GCCo       23.00%   partner
      Kiewit-Granite, a Joint Venture                    California     Construction Joint Venture      GCCo       25.00%   partner
    L Las Vegas Monorail Team, a Joint Venture             Nevada       Construction Joint Venture      GCCo       44.80%   managing
      LGS, a Joint Venture                                              Construction Joint Venture      GCCo       30.00%   partner
      Minnesota Transit Constructors, a Joint Venture     Minnesota     Construction Joint Venture      GCCo       56.50%   sponsor
    S River Mountain Constructors, a Joint Venture        Arkansas      Construction Joint Venture      GCCo      100.00%   sponsor
    L Sampson-Granite, a Joint Venture                   California     Construction Joint Venture      GCCo       40.00%   partner
      Sierra Blanca Constructors, a Joint Venture        New Mexico     Construction Joint Venture      GCCo       52.00%   sponsor
      TGM Constructors                                    Kentucky      Construction Joint Venture      GCCo       25.00%   partner
      Tri-County Rail Constructors, a Joint Venture        Florida      Construction Joint Venture      GCCo       30.00%   partner
    S Virginia Approach Constructors                      Maryland      Construction Joint Venture      GCCo       79.00%   partner
      Wasatch Constructors, a Joint Venture                 Utah        Construction Joint Venture      GCCo       23.00%   partner
      Washington-Granite, a Joint Venture                California     Construction Joint Venture      GCCo       40.00%   partner
      Western Summit-TIC-Granite, a Joint Venture          Georgia      Construction Joint Venture      GCCo       15.00%   partner
      WSCI TIC Granite, a Joint Venture                    Georgia      Construction Joint Venture      GCCo       15.00%   partner
      Yonkers Contracting Company, Inc. / Granite
       Construction Company, a Joint Venture             New Jersey     Construction Joint Venture      GCCo       40.00%   partner
S Granite Halmar Construction Company, Inc. ("GHCCo")     New York                C Corp                GCI       100.00%   investor
    S Halmar-Egis, a Joint Venture                        New York      Construction Joint Venture     GHCCo      100.00%   partner
    S Halmar-Schiavone, a Joint Venture                   New York      Construction Joint Venture     GHCCo      100.00%   partner
      Granite Halmar/Schiavone, a Joint Venture           New York      Construction Joint Venture     GHCCo       60.00%   partner
      GH/JMA, a Joint Venture                             New York      Construction Joint Venture     GHCCo       51.00%   partner
      Schiavone/Granite Halmar, a Joint Venture           New York      Construction Joint Venture     GHCCo       40.00%   partner
S Intermountain Slurry Seal, Inc.                          Wyoming                C Corp                GCI       100.00%   investor
S Pozzolan Products Company                                 Utah                  C Corp                GCI       100.00%   investor
</TABLE>

                                 Schedule 5.13(a)
                                     Page 1

<PAGE>

                        SCHEDULE 5.13(a) PART (1) AND (2)
                    SUBSIDIARIES AND OTHER EQUITY INVESTMENTS

<TABLE>
<CAPTION>
                                                       JURISDICTION OF                                 OWNERSHIP BY COMPANY AND/OR
                     NAME                               ORGANIZATION        CAPITAL STRUCTURE                   SUBSIDIARY
                                                                                                        NAME     OWNERSHIP  POSITION
<S>                                                    <C>              <C>                          <C>         <C>        <C>

S Granite Land Company ("GLC")                           California               C Corp                GCI       100.00%   investor
    S GLC Fort Worth, LLC ("GLCFW, LLC")                    Texas       Limited Liability Company       GLC       100.00%      GP
           S Presidio Vista I, LTD                          Texas          Limited Partnership          GLC        89.00%      LP
                                                                                                     GLCFW, LLC     1.00%      GP

    S Main Street Ventures, LLC                          California     Limited Liability Company       GLC        90.00%   managing
      Granite/Mandalay Bay Finance, LLC                  California     Limited Liability Company       GLC        70.00%    member
      Granite/Mandalay, LLC ("GM, LLC ")                 California     Limited Liability Company       GLC        90.00%    member
             Oly/Granite General Partnership             California        Limited Partnership        GM, LLC      10.00%      LP
             Oly/Mandalay Bay General Partnership        California        Limited Partnership        GM, LLC      10.00%      LP
      Phase 1 Regional Park Limited                      California        Limited Partnership          GLC        25.00%      LP
      Williamson Ranch Plaza, LP                         California        Limited Partnership          GLC        25.00%      LP
    S Granite Grado Ventures, LLC ("GGV, LLC")           California     Limited Liability Company       GLC        90.00%   managing
      S Granite Grado Ventures Project 1, LLC            California     Limited Liability Company     GGV,LLC     100.00%   managing
S GILC, Incorporated ("GILC")                            California               C Corp                GCI       100.00%   investor
    S   GILC, LP                                         California        Limited Partnership          GCCo       99.00%      LP
                                                                                                        GILC        1.00%      GP

S Wilcott Corporation                                     Colorado                C Corp                GCI       100.00%   investor
S Granite SR 91 Corporation ("GSR91")                    California               C Corp                GCI       100.00%   investor
    S Granite SR 91, LP ("SR91, LP")                     California        Limited Partnership          GCI        99.00%      LP
                                                                                                       GSR91        1.00%      GP

              California Private Transportation
               Company, LP                               California        Limited Partnership        SR91, LP     22.22%      LP
S GTC, Inc. ("GTC")                                         Texas                 C Corp                GCI       100.00%   investor
    S GTC II, LP ("GTC, LP")                                Texas          Limited Partnership          GCI        99.00%      LP
                                                                                                        GTC         1.00%      GP

               WR II Associates, LTD                        Texas          Limited Partnership          GCI        69.88%      LP
                                                                                                      GTC, LP       1.00%      GP
  Paramount-Nevada Asphalt Company, LLC                    Nevada       Limited Liability Company       GCI        50.00%    member
  TIC Holdings, Inc                                       Delaware                C Corp                GCI        10.00%   investor
</TABLE>

S =  Investments considered Subisidaries under the Credit Agreement, and
     reported on a GAAP consolidated basis ; all other reported under GAAP
     utilizing the equity method of reporting

L =  Granite's portion of Line-item Construction Joint Ventures which are
     reported on a GAAP consolidated basis


<PAGE>

                                SCHEDULE 5.13 (b)

                             SENIOR NOTE GUARANTORS

Granite Construction Company, a California corporation
Granite Land Company, a California corporation
Intermountain Slurry Seal, Inc., a Wyoming corporation
Pozzolan Products Company (P.P.C.) (dba Garco Testing), a Utah corporation
GILC, L.P., a California Limited Partnership
Granite Halmar Construction Company, Inc., a New York corporation

                                Schedule 5.13(b)
                                     Page 1

<PAGE>

                                  SCHEDULE 5.16

                 INTELLECTUAL PROPERTY LITIGATION/CLAIMS MATTERS

                                      NONE

                                  Schedule 5.16
                                     Page 1

<PAGE>

                                  SCHEDULE 5.21

                         UNRESTRICTED SUBSIDIARY MATTERS

5.21(a)

<TABLE>
<CAPTION>
   CONTRACTUAL OBLIGATION                        PURPOSE
<S>                              <C>
Teaming Agreement                Obligation for Granite Construction Company
                                 (70%) to enter into a Construction Joint
                                 Venture prior to August 4, 2003 with Wilder
                                 (30%), its Unrestricted Subsidiary, for the
                                 purposes of bidding the civil construction
                                 portion of the Seattle Sound Transit Rainier
                                 Valley Light Rail Link Project

Teaming Agreement                Obligation for Granite Construction Company
                                 (52%) to enter into a Construction Joint
                                 Venture prior to January 4, 2004, with Kiewit
                                 (33%), Skanska (10%)k and Wilder (5%), its
                                 Unrestricted Subsidiary, for the purposes of
                                 bidding the civil construction portion of the
                                 Seattle Monorail Project.
</TABLE>

5.21(b)
         NONE

5.21 (c)

         NONE

                                  Schedule 5.21
                                     Page 1

<PAGE>

                                  SCHEDULE 5.22

                              BURDENSOME AGREEMENTS

                                      NONE

                                  Schedule 5.22
                                     Page 1

<PAGE>

                                  SCHEDULE 7.01

                                 EXISTING LIENS

<TABLE>
<CAPTION>
                 DEBTOR                        LIEN HOLDER                       PROPERTY                MATURITY       BALANCE
<S>   <C>                             <C>                               <C>                             <C>          <C>
May   Granite construction Company    Benna Investments                 Glendale NV property              12/01/07     1,043,652
Apr   Presidio Vista I, LTD           Dell USA, L.P.                    Project Debt - Presidio Vista     02/11/08     4,003,877
Apr   Phase 1 Regional Park Limited   Sacramento City Employee          Project Debt - Granite            09/01/08    11,311,577
                                      Retirement Systems                Regional Park
Apr   Phase 1 Regional Park Limited   GE Capital Business Asset Fund    Project Debt - Granite             8/01/10    18,858,850
                                                                        Regional Park
Apr   Phase 1 Regional Park Limited   Northwestern Mutual Life          Project Debt - Granite            03/01/21    17,935,273
                                      Insurance                         Regional Park
Apr   Phase 1 Regional Park Limited   Northwestern Mutual Life          Project Debt - Granite            01/01/18    18,913,776
                                      Insurance                         Regional Park
Apr   Oly/Mandalay Bay General        Granite/Mandalay Bay Finance,     Project Debt - Seabridge        at sale of     2,550,000
      Partnership                     LLC                                                                  project
Apr   Oly/Mandalay Bay General        Santa Barbara Bank & Trust        Project Debt - Seabridge          01/01/04     3,850,791
      Partnership
Apr   Oly/Mandalay Bay General        Oly/Granite, GP                   Project Debt - Seabridge        at sale of    12,416,024
      Partnership                                                                                          project
Apr   Oly/Mandalay Bay General        Oly/Granite, GP                   Project Debt - Seabridge        at sale of     1,379,558
      Partnership                                                                                          project
                                                                                                                     $92,263,378
</TABLE>

May = Balance as of 05/31/03
Apr = Balance as of 04/30/03

                                  Schedule 7.01
                                     Page 1

<PAGE>

                                SCHEDULE 7.02 (a)

     EXISTING INVESTMENTS EXCEPT AS PERMITTED BY SUBSECTIONS 7.02(b) THROUGH
                                    7.02(j)

                                      NONE

                                Schedule 7.02(a)
                                     Page 1

<PAGE>

                                SCHEDULE 7.02 (b)

                                INVESTMENT POLICY

                        GRANITE CONSTRUCTION INCORPORATED
                          INVESTMENT POLICY GUIDELINES
                          FOR WORKING CAPITAL PORTFOLIO

                           EFFECTIVE: FEBRUARY 1, 2003

PURPOSE

Within the spectrum of activities of this Corporation, it is necessary to
provide a framework for the regular and continuous management of its investment
funds. Short term and intermediate term investments provide earnings on excess
cash while maintaining liquidity and working funds for the present and future
operations.

INVESTMENT OBJECTIVES

In order to provide control of all investments and cash, the Corporation has
established the following objectives regarding its investment policy:

-        Safety - the primary objective of the investment activities of the
         Corporation is protection of capital. Each investment transaction shall
         seek to first ensure that capital losses are avoided, whether they are
         from securities defaults or erosion of market value.

-        Liquidity - the investment portfolio must be structured in a manner
         that will provide sufficient liquidity to pay the obligations of the
         Corporation. Any excess cash above the aforementioned requirements may
         be invested in instruments with longer maturity.

-        Diversification - the investment activity must ensure diversification
         of investments that minimizes risk exposure to any one security and/or
         issuer.

-        Investment Return - the Corporation seeks to maximize the return on all
         investments within the constraints of safety and liquidity.

DURATION

The duration of the portfolio including escrows and deposits shall be consistent
with the cash needs as determined by the cash forecast. Cash investments are
restricted to the average duration of one (1) year from date of settlement. Any
investments with longer maturity than one year must be invested in instruments
issued by, guaranteed by, or insured by the U.S. Government or any of its
agencies. The average portfolio duration of escrows and deposit agreements shall
not exceed five (5) years.

Short-term investments shall be defined as instruments maturing in ninety-one
(91) days or more.

MARKETABILITY

Holdings should be of sufficient size and held in issues, which are traded
actively (except time deposits, loan participation, and master notes) to
facilitate transactions at minimum cost and accurate market valuations.

                                Schedule 7.02(b)
                                     Page 1

<PAGE>

TRADING

The following individuals are authorized traders:

         Roxane C. Allbritton, Vice President/Treasurer
         Jigisha Desai, Director of Corporate Treasury
         Mary McCann-Jenni, Controller
         Rebecca (Becky) M. Frantti, Treasury Manager

Any individual transaction conforming to the policy set forth herein or, any
transaction of an Investment Manager not conforming to the respective Investment
Manager's policy shall be approved by one of the following officers or, any
transaction not conforming to the policy set forth herein must be approved by
any two of the following officers:

D. H. Watts                      W. E. Barton                   P. M. Costanzo
W. G. Dorey                      M. E. Boitano

DEALERS AND BANKS FOR TRADING

The following institutions are authorized dealers:

        BA Securities
        Lehman Brothers
        Merrill Lynch
        Salomon Smith Barney

All purchased investments will be delivered to Bank of New York for safekeeping
and paid for upon receipt.

SAFEKEEPING

The banks designated as safekeeping depositories in order of choice are:

        Bank of New York (BNY Western Trust Company)

Each financial institution must provide timely confirmation/safekeeping receipts
on all investment transactions and provide monthly transaction reports.

ESCROW

Escrows in lieu of retention are allowed at the following:

        Comerica Bank*
        Fleet National Bank*
        Nevada Highway Fund (State of Nevada Treasury)*
        Union Bank of California
        US Trust of California
        Wachovia Securities*
        Zions Bank, Utah*                   *Required by Owner

                                Schedule 7.02(b)
                                     Page 2

<PAGE>

The types of investments will be guided by the terms of the escrow, but in all
cases the investment will be governed by the investment policy. *Required by
Owner.

Banks not listed, but required by escrow agreement, will also be acceptable.

REPORTING

-  Daily - An investment transaction sheet, sequentially numbered will be
   processed for approval by an authorized offer.

-  Weekly and Monthly - A portfolio will be provided to the President, Chief
   Operating Officer, Chief Financial Officer and all traders.

-  Monthly - The fixed income portfolio will be monitored against the
   performance of Merrill Lynch U.S. Domestic Master 1-3 years index.

-  For FASB 115 purposes, the Corporation classifies all fixed income
   investments as "Held to Maturity."

                                Schedule 7.02(b)
                                     Page 3

<PAGE>

                        GRANITE CONSTRUCTION INCORPORATED
                          INVESTMENT POLICY GUIDELINES
                          FOR WORKING CAPITAL PORTFOLIO
                           EFFECTIVE: FEBRUARY 1, 2003

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                             CONCENTRATION
                                                                                                  BY               CONCENTRATION BY
              ELIGIBLE INVESTMENTS                      MINIMUM CREDIT QUALITY                  ISSUER                 PORTFOLIO
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                                  <C>                      <C>
Obligations issued by U.S. Government limited                     N/A                  No Maximum               No Maximum
to:
U.S. Treasury Bills/Bonds/Notes
------------------------------------------------------------------------------------------------------------------------------------
Obligations of agencies of the U.S. Government                    N/A                  $ 5,000,000 or 10% of              40%
limited to:                                                                            total portfolio
Federal Farm Credit Bank                                                               (whichever is greater)
Federal Home Loan Bank
Federal Home Loan Mortgage Corp.
Federal National Mortgage Association
Student Loan Marketing Association
------------------------------------------------------------------------------------------------------------------------------------
Obligations collateralized by U.S. Government     Fully collateralized by U.S. Gov't   $ 5,000,000 or 10% of              25%
securities limited to:                            and Agency securities included in    total portfolio
Repurchase Agreements                             these guidelines.                    (whichever is greater)
Reverse Repurchase Agreements                     Collateral value plus accrued
                                                  interest must exceed and be
                                                  maintained at level exceeding
                                                  value of agreement.
------------------------------------------------------------------------------------------------------------------------------------
Obligations issued by U.S. owned domestic         Limited to Top 25 U.S. Banks by      $ 5,000,000 or 10% of              50%
commercial banks limited to:                      deposit and assets.                  total portfolio
Banker's Acceptance                               Short-Term rating of A-1/P-1, or     (whichever is greater)
Certificate of Deposit                            Long-Term rating of AAA/NR or AA/Aa
                                                  (at the time of purchase)
------------------------------------------------------------------------------------------------------------------------------------
Obligations issued by U.S. bank subsidiaries      Limited to Top 25 World Banks by     $ 5,000,000 or 10% of              40%
of Non U.S. Bank limited to:                      deposit and assets.                  total portfolio
Yankee Banker's Acceptance                        Short-Term rating of A-1/P-1, or     (whichever is greater)
Yankee Certificates of Deposit                    Long-Term rating of AAA/NR or
(all securities U.S. dollar denominated)          AA/Aa
                                                  (at the time of purchase)
------------------------------------------------------------------------------------------------------------------------------------
Obligations of major U.S. corporations and U.S.   Any TWO of three rating services:    $5,000,000 or 10% of               75%
holding companies limited to:                     A-1/P-1/D-1                          total portfolio
Commercial Paper                                  S&P, Moody's, Duff & Phelps          (whichever is greater)
                                                  (at the time of purchase)

                                                  Any split-rated of three rating      $5,000,000 or 10% of         30% of Overall
                                                  services:                            Commercial Paper            Commercial Paper
                                                  A1/P2, A2/P1                         portfolio                       portfolio
                                                  S&P, Moody's, Duff & Phelps          (whichever is greater)             or
                                                  (at the time of purchase)                                         22.5% of Total
                                                  Must be publicly traded Corporation                                  Portfolio
                                                  Must have at least $20B in Market
                                                  Capitalization
                                                  (at the time of purchase)

                                                  Any TWO of three rating services:
                                                  A-2/P-2/D-2 S&P, Moody's, Duff &
                                                  Phelps                               $5,000,000 or 10% of         20% of Overall
                                                  Must be publicly traded Corporation  Commercial Paper portfolio  Commercial Paper
                                                  Must have at least $20B in Market    (whichever is greater)          portfolio
                                                  Capitalization                                                          or
                                                  (at the time of purchase)                                          15% of Total
                                                                                                                       Portfolio
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                Schedule 7.02(b)
                                     Page 4

<PAGE>

                        GRANITE CONSTRUCTION INCORPORATED
                          INVESTMENT POLICY GUIDELINES
                          FOR WORKING CAPITAL PORTFOLIO
                           EFFECTIVE: FEBRUARY 1, 2003

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                             CONCENTRATION
                                                                                                  BY               CONCENTRATION BY
              ELIGIBLE INVESTMENTS                      MINIMUM CREDIT QUALITY                  ISSUER                 PORTFOLIO
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                                  <C>                      <C>
Loan Participation                                Same as commercial paper credit      $ 5,000,000 or 10% of              25%
Master Notes                                      quality requirements                 total portfolio
                                                                                       (whichever is greater)
------------------------------------------------------------------------------------------------------------------------------------
                                                  Any TWO of three rating services:    $ 5,000,000 or 10% of              50%
                                                  AAAm/Aaa/AAA                         total portfolio
                                                  S&P, Moody's, Duff & Phelps          (whichever is greater)
                                                  (at the time of purchase)
------------------------------------------------------------------------------------------------------------------------------------
Taxable & Tax-exempt investments limited to:      S&P: A-1, AA or better, Sp-1         $ 5,000,000 or 10% of              25%
Auction Rate Preferred Bonds                      AND                                  total portfolio
Auction Rate Certificates                         Moody's: P-1, Aa or better, VMIG-1   (whichever is greater)
Municipal Notes
Municipal Bonds
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                Schedule 7.02(b)
                                     Page 5

<PAGE>

                        GRANITE CONSTRUCTION INCORPORATED
                          INVESTMENT POLICY GUIDELINES
                            FOR HIGH-YIELD PORTFOLIO
                           EFFECTIVE: FEBRUARY 1, 2003

STATEMENT OF PURPOSE

Cash is the major source of working capital for the present and future
operations of Granite. Managing the cash to ensure the liquidity necessary to
meet Granite's business needs is of paramount importance. Any cash balances
above those necessary for day-to-day working capital requirements are available
for longer-term investments. These investments can be held for a longer interval
to enhance the portfolio yield, and add diversification, without loosing sight
of capital preservation within this policy's guidelines.

INVESTMENT OBJECTIVES

The investment objective of this portfolio is to seek consistency of investment
return with emphasis on capital appreciation and secondarily capital
preservation with a goal of either equaling or exceeding the Composite Policy
Index. The Composite Policy Index is defined, as an Index comprised of several
indices corresponding to the various mutual funds being used in this portfolio
as per the asset allocation study. Therefore, the investment objectives are:

         -        Investment Return: Optimize the investment returns within the
                  constraints of this policy.

         -        Safety: Emphasize preservation of capital assets over economic
                  business cycles.

         -        Diversification:

                  -        Provide investments in mutual fund companies that
                           have sufficient number of funds with different
                           investment characteristics.

                  -        Select funds from mutual fund companies that provide
                           a balanced investment approach that can be
                           diversified among the major assets classes and will
                           provide sufficiently varied risk/return
                           characteristics (see Exhibit A).

PERFORMANCE MEASUREMENT GUIDELINES

Normally, investment performance should be judged over a complete economic cycle
(typically 3 to 5 years). Since short-term results are not usually meaningful,
true investment success will be looked at as a long-term proposition. To
accomplish this, the performance measurement guidelines are:

         -        To manage the concentration in any one class of mutual funds,
                  the portfolio will be invested based on an asset allocation
                  study prepared by an outside investment advisory firm and
                  managed accordingly. Periodically, the Composite Policy Index
                  will be modified to coincide to the most recent asset
                  allocation study.

         -        To invest in funds that will have ratings from Morningstar of
                  3, 4, or 5 and will be comparable in performance to the
                  respective indices, e.g. growth fund index, growth and income
                  index, etc. (see Exhibit B)

To determine if the investment guidelines are being followed, a review of fund
performance will be prepared each quarter by an outside investment advisory
firm. The review will take into consideration overall economic conditions as
well as the risk and return objectives of these guidelines.

MARKETABILITY

Investments should be of sufficient size and be held in issues, which are traded
actively to facilitate transactions at minimum cost and accurate market
valuations.

                                Schedule 7.02(b)
                                     Page 6

<PAGE>

TRADING

The following individuals are authorized traders:

        Roxane C. Allbritton
        Jigisha Desai
        Mary McCann-Jenni
        Rebecca (Becky) M. Frantti

Any individual transaction conforming to the policy set forth herein shall be
approved by one of the following officers or, any transaction not conforming to
the policy set forth herein must be approved by any two of the following
officers:

D. H. Watts                      W. E. Barton
W. G. Dorey                      M. E. Boitano                  P. M. Costanzo

MUTUAL FUNDS

The following mutual funds are authorized:

        Franklin Small Cap Fund
        Loomis Sayles
        Pimco Bond Fund
        Putnam Mutual Funds
        Lord Abbett Mid Cap Value Fund
        Fremont U.S. Micro-Cap Fund

All purchased investments will be delivered to the custodian bank for
safekeeping and paid for upon receipt.

SAFEKEEPING

The institutions designated as a safekeeping depository are:

        Fleet Bank
        Merrill Lynch

The custodian bank must provide timely confirmation/safekeeping receipts on all
investment transactions and provide monthly transaction reports.

REPORTING

         -        Daily - Upon a settlement of trade, an investment transaction
                  sheet, sequentially numbered will be processed for approval by
                  an authorized officer.

         -        Monthly and quarterly - Financial reporting requirements for
                  GAAP.

         -        Monthly - The mutual fund portfolio will be evaluated based on
                  a unit-based performance analysis and will be distributed to
                  the President, Chief Operating Officer, Chief Financial
                  Officer and all traders.

         -        Quarterly - A risk-adjusted performance analysis and a
                  composite policy index analysis of funds will be prepared by
                  an outside advisory firm.

         -        Quarterly - An asset allocation status, indicating out of
                  balance funds rebalancing (if any) that is required.

         -        An outside firm will do an asset allocation study every three
                  (3) years.

         -        For FASB 115 purposed, the Corporation classifies mutual fund
                  investments as "Trading Securities."

                                Schedule 7.02(b)
                                     Page 7

<PAGE>

                              GRANITE CONSTRUCTION
                              HIGH YIELD PORTFOLIO
                              INVESTMENT OBJECTIVES
                                    EXHIBIT A

In order to comply with the investment objectives of the Granite Construction
High Yield Investment Guidelines, the following investment funds shall be
available for investments:

Putnam International Growth Fund
(As of 2/28/03: Morningstar rating of 4 stars)

The Fund invests in established and emerging markets in more than 25 countries
in order to maximize the value of its investments over time. The Fund invests in
stocks of both large and small foreign companies that offer above-average growth
potential at exceptionally attractive prices.

Putnam Vista Fund
(As of 2/28/03: Morningstar rating of 3 stars)

The Fund invests mainly in well-researched growth stocks of medium-sized
companies. The Fund's investment strategy is focused on mid-capitalization
growth stocks, issued by medium-sized companies that do not carry as much risk
as small-company stocks but are not usually as thoroughly researched as
large-company stocks. Because of this, there is a greater opportunity for
Putnam's research to play a significant role in realizing a stock's potential.

Putnam Voyager Fund
(As of 2/28/03: Morningstar rating of 3 stars)

The Fund invests mainly in common stocks of U.S. companies, with a focus on
growth stocks. Growth stocks are issued by companies that the Fund manager
believes are fast-growing and whose earnings are likely to increase over time.
Growth in earnings may lead to an increase in the price of the stock. The Fund
invests mainly in mid-sized and large companies, although it can invest in
companies of any size.

Putnam Investors A Fund
(As of 2/28/03: Morningstar rating of 2 stars)

The Fund seeks long-term growth by investing mainly in common stocks of larger,
well-established companies. By selecting stocks from a range of industries, the
Fund's managers seek to balance potential risk and reward by providing a
significant level of diversification.

Franklin Balance Sheet Investment Fund
(As of 2/28/03: Morningstar rating of 5 stars)

The Fund seeks high total return, of which capital appreciation and income are
components. Under normal market conditions, the Fund invests most of its assets
in equity securities of companies the Fund's manager believes are undervalued at
the time of purchase but that have the potential for significant capital
appreciation. Common stocks and preferred stocks are examples of equity
securities.

                                Schedule 7.02(b)
                                     Page 8

<PAGE>

The Putnam Fund of Growth and Income
(As of 2/28/03: Morningstar rating of 2 stars)

The Fund invests mainly in common stocks of U.S. companies, with a focus on
value stocks that offer the potential for capital growth, current income, or
both. Value stocks are those that the Fund's manager believes are currently
undervalued by the market. The Fund looks for companies undergoing positive
change. If it is correct and other investors recognize the value of the company,
the price of the stock may rise. The Fund invests mainly in large companies.

Loomis Sayles Bond Fund
(As of 2/28/03: Morningstar rating of 4 stars)

The Fund seeks high total investment return through a combination of current
income and capital appreciation. The Fund normally invests at least 65% of
assets in investment-grade debt securities and convertibles. It may invest the
balance of assets in securities rated below BBB. The Fund may invest up to 20%
of assets in preferred stocks. It may invest without limit in Canadian issues,
and may invest up to 20% of assets in securities issued in other foreign
countries.

PIMCO Total Return Bond Fund
(As of 2/28/03: Morningstar rating of 3 stars)

The Fund seeks total return consistent with preservation of capital. The Fund
invests at least 65% of assets in debt securities, including U.S. government
securities, corporate bonds, and mortgage-related securities. It may invest up
to 20% of assets in securities denominated in foreign currencies. The portfolio
duration generally ranges from three to six years.

Lord Abbett Mid-Cap Value Fund
(As of 2/28/03: Morningstar rating of 5 stars)

The Fund seeks capital appreciation by investing in the stocks of mid-sized
companies that are believed to be undervalued in the marketplace. To pursue this
goal, the Fund normally invests at least 80% of its net assets, plus the amount
of any borrowings for investment purposes, in equity securities of mid-sized
companies, those with market capitalization of roughly $500 million to $10
billion, at the time of purchase. This market capitalization range may vary in
response to changes in the markets. The Fund will provide shareholders with at
least 60 days notice of any change in this policy. Equity securities in which
the Fund may invest include common stocks, convertible bonds, convertible
preferred stocks, depository receipts and warrants.

Fremont U.S. Micro-Cap Fund
(As of 2/28/03: Morningstar rating of 4 stars)

The Fund seeks long-term capital appreciation through investing in the nation's
smallest and fastest-growing publicly traded companies. The U.S. micro-cap stock
market is home to entrepreneurially managed companies with exceptional growth
prospects. With minimal Wall Street coverage and low institutional ownership,
micro-cap stocks represent the least efficient sector of the market.
Research-driven investors can uncover some terrific growth companies trading at
very reasonable valuations.

                                Schedule 7.02(b)
                                     Page 9

<PAGE>

                                SCHEDULE 7.02 (j)

                    INVESTMENTS IN UNRESTRICTED SUBSIDIARIES

                   WILDER CONSTRUCTION COMPANY STOCK PURCHASES

<TABLE>
<CAPTION>
  DATE          NUMBER OF SHARES     INVESTMENT
<S>             <C>                 <C>
03/31/00            1,333,929        13,156,637
09/30/00               15,817           166,553
12/31/00              150,000         1,518,000
03/31/01              450,000         4,554,000
04/30/02              698,483         7,948,737
                    2,648,229       $27,343,927
</TABLE>

                                Schedule 7.02(i)
                                     Page 1

<PAGE>

                                  SCHEDULE 7.03

                              EXISTING INDEBTEDNESS

<TABLE>
<CAPTION>
                                                                                             INTEREST                     BALANCE
          BORROWER                  LENDER'S NAME                  DESCRIPTION                 RATE        MATURITY       05/31/03
<S>                            <C>                     <C>                                 <C>            <C>         <C>
Granite Construction Company   Benna Investments       Glendale NV property                       6.50%     12/01/07      1,043,652
Granite Construction Company   Rosemary's Mountain     Southern CA Aggregate property             8.82%     06/01/04      1,400,000
Granite Construction           Private Placement Due   Refinance debt & general corporate         6.54%     03/15/10     46,666,668
Incorporated                   03/15/10                purposes
Granite Construction           Private Placement Due   Refinance debt & General corporate         6.96%     05/01/13     75,000,000
Incorporated                   05/01/13                purposes
Granite Construction           Lenders under Existing  Self insured Worker's Compensation     100.0 bps     04/30/02      1,293,390
Incorporated                   Credit Agreement
Granite Construction Company   Bank of America Letter  City of Patterson                       32.5 bps     02/04/04        200,000
                               of Credit
Granite Construction           BNP Paribas             $30MM notional amount floating       6 Mth LIBOR     09/15/05       (559,168)
Incorporated                                           interest rate swap agreement        + 386.75 bps
Granite Construction           BNP Paribas             $20MM notional amount floating       6 Mth LIBOR     11/05/05       (369,914)
Incorporated                                           interest rate swap agreement        + 418.00 bps
                                                                                                                       $124,674,628

                                                                                                                      AS OF 4/30/03

Presidio Vista I, LTD          Dell USA, L.P.          Project Debt - Presidio Vista              7.50%     02/11/08      4,003,877
Phase 1 Regional Park Limited  Sacramento City         Project Debt - Granite Regional            7.30%     09/01/08     11,311,577
                               Employee Retirement     Park
                               Systems

Phase 1 Regional Park Limited  GE Capital Business     Project Debt - Granite Regional            8.15%     08/01/10     18,858,850
                               Asset Fund              Park
Phase 1 Regional Park Limited  Northwestern Mutual     Project Debt - Granite Regional            7.25%     03/01/21     17,935,273
                               Life Insurance          Park
Phase 1 Regional Park Limited  Northwestern Mutual     Project Debt - Granite Regional            6.03%     01/01/18     18,913,776
                               Life Insurance          Park
Oly/Mandalay Bay General       Granite/Mandalay Bay    Project Debt - Seabridge                  20.00%   at sale of      2,550,000
Partnership                    Finance, LLC                                                                  project
Oly/Mandalay Bay General       Santa Barbara Bank &    Project Debt - Seabridge              Prime Rate     01/01/04      3,850,791
Partnership                    Trust                                                             + 1.5%
Oly/Mandalay Bay General       Oly/Granite, GP         Project Debt - Seabridge                  17.00%   at sale of     12,416,024
Partnership                                                                                                  project
Oly/Mandalay Bay General       Oly/Granite, GP         Project Debt - Seabridge                  17.00%   at sale of      1,379,558
Partnership                                                                                                  project
                                                                                                                        $91,219,726
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                      AS OF 4/30/03
                                                                                                                         COST TO
          PRINCIPAL                    INSURER                      DESCRIPTION               PENAL SUM    MATURITY     COMPLETE
<S>                            <C>                      <C>                                <C>             <C>       <C>
Granite Construction Company,  Federal Insurance        Payment and Performance bonds on    4,469,230,085   Varies    1,563,136,793
                               Company,                 various construction projects
Granite Halmar Construction    Travelers Casualty and
Company, Inc.,                 Surety Company, and
Intermountain Slurry Seal      St Paul Fire and Marine  Miscellaneous Bonds in support of      23,413,124   Varies       23,413,124
Inc., and Pozzolan Products    Insurance Company, as    permitting, licensing and
Company                        co-sureties              reclamation
                                                                                           $4,492,643,209            $1,586,549,917
</TABLE>

                                  Schedule 7.03
                                     Page 1

<PAGE>

                                  SCHEDULE 7.06

                                 EXISTING LEASES

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                                                                                             ANNUAL
                 LESSOR                            DESCRIPTION              MATURITY        PAYMENTS
----------------------------------------------------------------------------------------------------
<S>                                       <C>                               <C>             <C>
GRANITE CONSTRUCTION COMPANY AS A LESSEE
City of Calipatria                        Pit                                06/30/03            600
Recupido, Fredrick R.                     Rental Office                      11/30/03         18,337
Gibbons Realty Co.                        Pit                                12/31/03         83,448
Meredith, Parker, Key and Bath            Pit                                12/31/03        338,415
Robert and Donna Sauers                   Rental Office                      02/28/04         44,340
Associates Leasing                        Construction Equipment             04/30/04        215,415
Robert L. and Nira M. Stewart             Quarry Property                    07/01/04          5,000
Delta Precast, Inc.                       Material Sales Agreement           07/31/04         10 800
Associates Leasing                        Construction Equipment             08/01/04         44,981
Associates Leasing                        Construction Equipment             08/31/04        234,090
PSAF Development Partners, L.P.           Rental Office                      11/30/04         25,464
City of Salinas                           AC Plant                           12/31/04        108,444
John V. Crawford                          Quarry Property                    12/31/04         40,000
Joseph J. Leavey                          Quarry Property                    12/31/04          5,000
Wells Family Members                      Pit                                12/31/04         25,000
Morias Properties                         Quarry Property                    01/22/05         12,500
Rossi Materials                           Quarry Property                    01/31/05         25,200
Musat Vineyards                           Quarry Property                    04/30/05         25,000
FCC Equipment Financing, Inc.             Construction Equipment             08/31/05         63,840
FCC Equipment Financing, Inc.             Construction Equipment             09/30/05         39,720
Granite Rock Co.                          Rental Office                      12/31/05        218,686
Jackling Aggregates Limited               Pit                                12/31/05         72,000
Heber Bank Block, LLC                     Quarry Property                    05/31/06         10,636
RMC Pacific Materials Inc.                Plant Lease                        09/04/06        600,000
Jacobson Construction, et al              Pit                                10/11/06        787,500
RMC Pacific Materials Inc.                Plant Lease                        10/31/06        125,000
California Dept. of Water Resources       Equipment permit                   11/30/06         42,000
Joseph, Russell & David Rose              Pit                                12/26/06         42,000
Richard Rose                              Pit                                12/26/06          3,000
R. Vogt & A. Koustas                      Rental Office                      02/14/07         42,000
W. P. R. R. Co.                           Pit                                06/01/07         15,000
Topo Ranch (Singleton Group)              Quarry Property                    06/30/07         22,500
Chemical Lime Co. of Arizona              Material Sales Agreement           10/31/07        800,000
City of Willits                           Quarry Property                    11/25/08        100,005
R. Jay DeSerpa Co.                        Equipment yard                     12/31/08         12,000
Rowland                                   Quarry Property                    06/30/09         50,000
----------------------------------------------------------------------------------------------------
</TABLE>

                                  Schedule 7.06
                                     Page 1

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                                                                                             ANNUAL
                 LESSOR                            DESCRIPTION              MATURITY        PAYMENTS
----------------------------------------------------------------------------------------------------
<S>                                       <C>                               <C>           <C>
Tejon Ranch Co.                           Pit                                10/31/09         60,000
Donald and Carol Graham                   Hot Plant                          12/31/09         96,000
Julia C. Matthews                         Quarry Property                    12/31/09         26,400
Walker Development                        Pit                                12/31/09         75,000
Bingelli Rock Products Inc., et al.       AC Plant                           10/31/11         10,000
The Pacific Lumber Company                Material Sales Agreement           04/30/12         24,000
Haber/Kester Property                     Quarry Property                    07/31/14         19,500
Hansen & Sinnot Estate                    Quarry Property                    07/31/14         19,500
L.R. Peterson and E.W. McGah              Hot Plant                          01/02/16         80,000
Ricardo Jimenez, Jr.                      Pit                                06/30/16         12,000
M. Prickett & P. Dixon, individuals       Rental Office                      07/31/20         36,000
GRANITE LAND COMPANY AS A LESSEE
Property California LS Corp.              Rental Office                      02/28/04        113,628
INTERMOUNTAIN SLURRY SEAL AS A LESSEE
City of Los Angeles                       Quarry Property                    03/31/05          7,485
City of Los Angeles                       Quarry Property                    06/30/05          3,600
Muller, Raymond J. and Franchon L.        Quarry Property                    03/07/16         24,000
GRANITE HALMAR CONSTRUCTION COMPANY, INC. AS A LESSEE
Stephen Sipes                             Rental Office                      11/30/03         22,921
CIT Group                                 Construction Equipment             03/16/04         72,473
Allied St. Geroge                         Rental Office                      06/30/04         72,680
Mike Albert Leasing                       Vehicles (autos and trucks)          Varies        201,989
----------------------------------------------------------------------------------------------------
                                                                                          $5,246,047
                                                                                          ----------
</TABLE>

                                  Schedule 7.06
                                     Page 2
<PAGE>

                           SCHEDULE 10.02

                    EURODOLLAR AND DOMESTIC LENDING OFFICES;
                              ADDRESSES FOR NOTICES

BORROWER:

GRANITE CONSTRUCTION INCORPORATED

Granite Construction Incorporated
P. O. Box 50085
Watsonville, CA 95077

Attention:    William Barton, Vice President/Chief Financial Officer
Telephone:    (831) 761-4704
Facsimile     (831) 722-9657
Email:        bbarton@gcinc.com
Website:      http://www.graniteconstruction.com

WITH A COPY TO:

Granite Construction Incorporated
585 West Beach Street
Watsonville, CA 95076

Attention:    Roxane Allbritton, Treasurer
Telephone:    (831) 761-4772
Facsimile     (831) 728-1701
Email:        rallbritton@gcinc.com

ADMINISTRATIVE AGENT:

BANK OF AMERICA, N.A.

(for lending and administrative notices (including payments and Requests for
Credit Extensions)):

Bank of America, N.A.
Mail Code: CA4-706-05-09
Agency Administrative Services #5596
1850 Gateway Boulevard, 5th Floor
Concord, CA 94520

                                 Schedule 10.02

                                     Page 1

<PAGE>

Attention:    Sally Escosa
Telephone:    (925) 675-8421
Facsimile:    (925) 969-2901
Email:        rosalia.m.escosa@bankofamerica.com
Account No.:  3750836479
Ref:          Granite Construction
ABA#          111000012

(for all purposes other than lending and administrative notices):

Bank of America, N.A.
Mail Code: CA5-701-0519
1455 Market Street, 5th Floor
San Francisco, CA 94103

Attention:    SuzieAnna Wan, Assistant Vice President
Telephone:    (415) 436-2772
Facsimile:    (415) 503-5015
Email:        SuzieAnna.Wan@bankofamerica.com

L/C ISSUER:

BANK OF AMERICA, N.A.

Bank of America, N.A.
Trade Operations-Los Angeles #22621
333 S. Beaudry Avenue, 19th Floor
Mail Code: CA9-703-19-23
Los Angeles, CA 90017-1466

Attention:    Sandra Leon, Vice President
Telephone:    (213) 345-5231
Facsimile:    (213) 345-6694
Email:        sandra.leon@bankofamerica.com

                                 Schedule 10.02

                                     Page 2

<PAGE>

LENDERS:

BANK OF AMERICA, N.A.:

Bank of America, N.A.
Mail Code: CA5-705-12-14
555 California Street, 12th Floor
San Francisco, CA 94104-1502

Attention:    Kenneth J. Beck, Principal
Telephone:    (415) 953-5753
Facsimile     (415) 622-4585
Email:        kenneth.j.beck@bankofamerica.com

UNION BANK OF CALIFORNIA, N.A.

Union Bank of California, N.A.
601 Potrero Grande Drive
Monterey Park, CA 91755

Attention:    Shirley Davis, Coml. Loan Service Officer
Telephone:    (323) 720-2870
Facsimile     (323) 724-6198
              (323) 720-2224
Email:        Shirley.davis@UBOC.com

US BANK NATIONAL ASSOCIATION

US Bank
1331 North California Blvd
Suite 350
Walnut Creek, CA 94596

Attention:    Dan Stevens, Vice President
Telephone:    (925) 472-5791
Facsimile     (925) 945-6919
              (323) 720-2224

Email:        Daniel.stevens@usbank.com

                                 Schedule 10.02

                                     Page 3

<PAGE>

WASHINGTON MUTUAL BANK

Washington Mutual Bank
1201 Third Avenue
Suite 1400
Seattle, WA 98101

Attention:    Gary Perkins, Vice President
Telephone:    (206) 490-5198
Facsimile     (206) 377-3812
Email:        Gary.Perkins@wamu.net

COMERICA BANK

Comerica Bank
1920 Main Street
Suite 1150
Irvine, CA 92614

Attention:    Elise M. Walker, Vice President
Telephone:    (949) 798-7244
Facsimile     (949) 476-1222
Email:        emwalker@comerica.com

HARRIS TRUST AND SAVINGS BANK

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, IL 60603

Attention:    Isabella Battista, Vice President
Telephone:    (312) 293-8358
Facsimile     (312) 293-5852
Email:        isabela.battista@harrisbank.com

                                 Schedule 10.02

                                     Page 4

<PAGE>

BNP PARIBAS

BNP Paribas
One Front Street, 23rd Floor
San Francisco, CA 94111

Attention:    Joseph Mack
Telephone:    (415) 772-1355
Facsimile     (415) 269-8954
Email:        Joseph.mack@americas.bnpparibas.com

                                 Schedule 10.02

                                     Page 5

<PAGE>

                                    EXHIBIT A

                               FORM OF LOAN NOTICE

                                                        Date: ___________, _____

To:      Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement, dated as of [ ,
2003] (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement"; the terms defined therein being used
herein as therein defined), among Granite Construction Incorporated, a Delaware
corporation (the "Borrower"), the Lenders from time to time party thereto, and
Bank of America, N.A., as Administrative Agent and L/C Issuer.

The undersigned hereby requests (select one):

         [ ] A Borrowing of_____________________________.
                            [Type of Loans requested]

         [ ] A conversion of Loans from _____ to ______

         [ ] A continuation of ___________________________.
                              [Type of Loans requested]

1.       On ____________________________________________(a Business Day).

2.       In the amount of $ ____________________________.

3.       Comprised of __________________________________.
                         [Type of Loans requested]

4.       With an Interest Period of _________________ months.

The Borrowing requested herein complies with the proviso to the first sentence
of Section 2.01 of the Agreement.

                                    GRANITE CONSTRUCTION INCORPORATED

                                    By: ________________________________________

                                    Name: ______________________________________

                                    Title: _____________________________________

                                       A-1

<PAGE>

                                    By: ________________________________________

                                    Name: ______________________________________

                                    Title: _____________________________________

                                       A-2

<PAGE>

                                    EXHIBIT B

                                  FORM OF NOTE

         $_____________________                            _____________________

         FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises
to pay to the order of __________________ (the "Lender"), on the Maturity Date
(as defined in the Credit Agreement referred to below) the principal amount of
__________________Dollars ($____________), or such lesser principal amount of
Loans (as defined in such Credit Agreement) due and payable by the Borrower to
the Lender on the Maturity Date under that certain Credit Agreement, dated as of
[ , 2003] (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement"; the terms defined therein being used
herein as therein defined), among the Borrower, the Lenders from time to time
party thereto, and Bank of America, N.A., as Administrative Agent and L/C
Issuer.

         The Borrower promises to pay interest on the unpaid principal amount of
each Loan from the date of such Loan until such principal amount is paid in
full, at such interest rates, and at such times as are specified in the
Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent's Office. If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate set forth in
the Agreement.

         This Note is one of the Notes referred to in the Agreement, is entitled
to the benefits thereof and is subject to optional and mandatory prepayment in
whole or in part as provided therein. This Note is also entitled to the benefits
of the Guaranties. Upon the occurrence of one or more of the Events of Default
specified in the Agreement, all amounts then remaining unpaid on this Note shall
become, or may be declared to be, immediately due and payable all as provided in
the Agreement. Loans made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of business.
The Lender may also attach schedules to this Note and endorse thereon the date,
amount and maturity of its Loans and payments with respect thereto.

         The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.

                                       B-1

<PAGE>

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE; PROVIDED THAT LENDER SHALL RETAIN ALL RIGHTS ARISING
UNDER FEDERAL LAW.

                                    GRANITE CONSTRUCTION INCORPORATED

                                    By: ________________________________________

                                    Name: ______________________________________

                                    Title: _____________________________________

                                    By: ________________________________________

                                    Name: ______________________________________

                                    Title: _____________________________________

                                       B-2

<PAGE>

                                    EXHIBIT C

                         FORM OF COMPLIANCE CERTIFICATE

                        Financial Statement Date:______, 200_

         The undersigned refers to that certain Credit Agreement, dated as of [
, 2003] (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Credit Agreement"), among Granite Construction
Incorporated, a Delaware corporation (the "Borrower"), the financial
institutions from time to time party thereto (collectively, the "Lenders") and
Bank of America, N.A., as Administrative Agent (the "Administrative Agent").
Unless otherwise defined herein, each capitalized term used herein has the
meaning assigned thereto in the Credit Agreement.

         The undersigned Responsible Officer of the Borrower hereby certifies as
of the date hereof that s/he holds the office of _____________________ with the
Borrower, that, as such, s/he is authorized to execute and deliver this
Certificate to the Bank on behalf of the Borrower and its Subsidiaries, and
that:

         1.       - Attached hereto or - posted on the Borrower's website or
- posted on the website of the Securities and Exchange Commission at
www.sec.gov is:

                           -        a consolidated balance sheet of the Borrower
                  and its Subsidiaries as at the end of the fiscal year ended
                  [____________, 200_] (the "Subject Fiscal Year"), and the
                  related consolidated statements of income or operations,
                  shareholders' equity and cash flows for the Subject Fiscal
                  Year, setting forth in each case in comparative form the
                  figures for the previous fiscal year, all in reasonable
                  detail, audited and accompanied by a report and opinion of an
                  independent certified public accountant of nationally
                  recognized standing reasonably acceptable to the Required
                  Lenders, which report and opinion have been prepared in
                  accordance with GAAP and are not subject to any qualifications
                  or exceptions as to the scope of the audit nor to any
                  qualifications and exceptions that are not reasonably
                  acceptable to the Required Lenders; or

                           -        an SEC Form 10-K for the Borrower
                  (excluding the exhibits thereto) relating to the fiscal year
                  ended [____________, 200_]; or

                           -        a consolidated balance sheet of the Borrower
                  and its Subsidiaries as at the end of the fiscal quarter ended
                  [____________, 200_] (the "Subject Fiscal Quarter"), and the
                  related consolidated statements of income or operations,
                  shareholders' equity and cash flows for the Subject Fiscal
                  Quarter and for the portion of the Borrower's fiscal year then
                  ended, setting forth in each case in comparative form the
                  figures for the corresponding fiscal quarter of the previous
                  fiscal year and the corresponding portion of the previous
                  fiscal year, all in reasonable detail and certified by a
                  Responsible Officer of the Borrower as fairly presenting the
                  financial condition, results of operations and cash flows of
                  the Borrower and its Subsidiaries in accordance with GAAP,
                  subject only to normal year-end audit adjustments and the
                  absence of footnotes; or

                                       C-1

<PAGE>

                           -        an SEC Form 10-Q for the Borrower
                  (excluding the exhibits thereto) relating to the fiscal
                  quarter ended [____________, 200_].

         2.       -   Attached hereto is:

                           -        a consolidating balance sheet of all
                  Unrestricted Subsidiaries as at the end of such fiscal year,
                  and the related consolidating statements of income or
                  operations, shareholders' equity and cash flows for such
                  fiscal year, setting forth in each case in comparative form
                  the figures for the previous fiscal year, all in reasonable
                  detail, audited and accompanied by a report and opinion of an
                  independent certified public accountant of nationally
                  recognized standing reasonably acceptable to the Required
                  Lenders, which report and opinion shall be prepared in
                  accordance with GAAP and shall not be subject to any
                  qualifications or exceptions as to the scope of the audit nor
                  to any qualifications or exceptions not reasonably acceptable
                  to the Required Lenders; or

                           -        a consolidating balance sheet of all
                  Unrestricted Subsidiaries as at the end of such fiscal
                  quarter, and the related consolidating statements of income or
                  operations, shareholders' equity and cash flows for such
                  fiscal quarter and for the portion of the Borrower's fiscal
                  year then ended, setting forth in each case in comparative
                  form the figures for the corresponding fiscal quarter of the
                  previous fiscal year and the corresponding portion of the
                  previous fiscal year, all in reasonable detail and certified
                  by a Responsible Officer of the Borrower as fairly presenting
                  the financial condition, results of operations and cash flows
                  of such Subsidiaries on a consolidating basis in accordance
                  with GAAP, subject only to normal year-end audit adjustments
                  and the absence of footnotes.

         3.       The financial statements referred to in Paragraph 1 fairly
present, in all material respects, the consolidated financial position and the
results of operations of the Borrower and its Subsidiaries.

         4.       The undersigned has reviewed and is familiar with the terms of
the Credit Agreement and the other Loan Documents and has made, or has caused to
be made under my supervision, a detailed review of the transactions and
conditions (financial or otherwise) of the Borrower and its Subsidiaries during
the accounting period covered by the attached financial statements.

         5.       To the best of the undersigned's knowledge, the Borrower and
each of its Subsidiaries have, during such period, observed, performed and/or
satisfied and/or have caused to be observed, performed and/or satisfied all of
their respective covenants and other agreements contained in the Loan Documents
to which they are a party, and have satisfied every condition in the Loan
Documents to which they are a party to be observed, performed and/or satisfied
by them, and the undersigned has no knowledge of any condition, event or
occurrence, which constitutes a Default or Event of Default, except as set forth
below:

         [Describe below (or in a separate attachment to this Certificate) the
exceptions, if any, to paragraph 4 above by listing, in detail and with
reference to specific sections of the Credit Agreement, the nature of the
condition, event or occurrence, the period during which it has

                                      C-2

<PAGE>

existed and the actions that the Borrower has taken, is taking or proposes to
take with respect to such condition, event or occurrence.]

         6.       The financial covenant and other compliance analyses and
information set forth on Schedule 1 attached hereto are true, complete and
accurate on and as of the date of this Certificate.

         The foregoing certifications, together with the computations set forth
in Schedule 1 hereto, are made and delivered, and the financial statements
referenced above are made or posted, as applicable, this ____ day of _____,
200_, pursuant to the provisions of the Credit Agreement.

                                    By:    ____________________________________
                                    Title: ____________________________________
                                           of Granite Construction Incorporated

                                      C-3

<PAGE>

                                   SCHEDULE 1

                            TO COMPLIANCE CERTIFICATE

1.       INVESTMENTS - INVESTMENTS (INCLUDING CONSTRUCTION JV INVESTMENTS) BY
         ANY LAND DEVELOPMENT COMPANY, OR ANY SUBSIDIARY THEREOF. Section
         7.02(g)

         A.       The aggregate amount of Investments (including Construction JV
                  Investments) by any Land Development Company, or any
                  Subsidiary thereof: $______________

              REQUIREMENT: THE AMOUNT IN A MAY NOT EXCEED $25,000,000.

2.       INVESTMENTS - OTHER INVESTMENTS. Section 7.02(h)

         A.       The aggregate amount of Investments not otherwise permitted
                  pursuant to subsections (a) through (g) of Section 7.02 in the
                  equity of any Restricted Subsidiary or the capital stock,
                  assets, obligations or other securities of or interests in any
                  other Person (other than an Unrestricted Subsidiary):
                  $______________

              REQUIREMENT: THE AMOUNT IN A MAY NOT EXCEED $100,000,000.

3.       INDEBTEDNESS - OTHER INDEBTEDNESS. Section 7.03(h)

         A.       Indebtedness of the Borrower and its Subsidiaries, comprised
                  solely of (i) the outstanding principal amount of obligations,
                  whether current or long-term, for borrowed money and all
                  obligations evidenced by bonds (other than performance, surety
                  and appeal bonds), debentures, notes, loan agreements or other
                  similar instruments, (ii) Attributable Indebtedness in respect
                  of capital leases and Synthetic Lease Obligations, or (iii)
                  without duplication, Guaranty Obligations (other than Guaranty
                  Obligations as to which an Unrestricted Subsidiary is the
                  primary obligor) with respect to Indebtedness of the types
                  specified in the immediately preceding clauses (i) and (ii);
                  provided that none of the foregoing includes Indebtedness of
                  any co-joint venturer in any Joint Venture to which the
                  Borrower or any Subsidiary is a party that has been assumed by
                  the Borrower or any Subsidiary if such Indebtedness was not
                  originally incurred by such co-joint venturer in connection
                  with (and relates solely to) the subject Joint Venture:
                  $______________

         B.       All Guaranty Obligations as to which an Unrestricted
                  Subsidiary is the primary Obligor and Indebtedness incurred
                  for the benefit of an Unrestricted Subsidiary:
                  $________________

         C.       A minus B: $______________________

         REQUIREMENT:      THE AMOUNT IN C MAY NOT EXCEED $100,000,000.

                                      S-1

<PAGE>

4.       DISPOSITIONS OF ASSETS. Section 7.05(g)

         A.       The aggregate consideration from Dispositions received by the
                  Borrower and its Subsidiaries pursuant to Section 7.05(g),
                  including aggregate cash received and the aggregate fair
                  market value of non-cash property received, during the current
                  fiscal year: $______________

         B.       The aggregate consideration from Dispositions received by any
                  Unrestricted Subsidiaries, including aggregate cash received
                  and the aggregate fair market value of non-cash property
                  received, during the current fiscal year: $______________

         C.       A minus B: $_________________________

         D.       The amount equal to 5% of the total assets of the Borrower
                  (determined on a consolidated basis in accordance with GAAP)
                  as of the end of the Borrower's most recently ended fiscal
                  year: $______________

         REQUIREMENT:      THE AMOUNT IN C MAY NOT EXCEED THE AMOUNT IN D.

5.       MINIMUM CONSOLIDATED TANGIBLE NET WORTH. Section 7.13(a)

         A.       Consolidated Tangible Net Worth (A(i) minus (A)(ii)):
                  $______________

                  (i)      Consolidated Stockholders' Equity for Consolidated
                           Restricted Group (A(i)(A) minus A(i)(B) below):
                           $______________

                           (A)      Stockholders' equity for the Borrower and
                                    its consolidated Subsidiaries (determined in
                                    accordance with GAAP): $______________

                           (B)      Stockholders' equity for the Unrestricted
                                    Subsidiaries (determined in accordance with
                                    GAAP): $______________

                  (ii)     Intangible Assets of the Consolidated Restricted
                           Group (determined on a consolidated basis in
                           accordance with GAAP) (A(ii)(A) minus A(ii)(B)):
                           $______________

                           (A)      Intangible Assets of the Borrower and its
                                    consolidated Subsidiaries (determined on a
                                    consolidated basis in accordance with GAAP):
                                    $______________

                           (B)      Intangible Assets of the Unrestricted
                                    Subsidiaries (determined on a consolidated
                                    basis in accordance with GAAP):
                                    $______________

         B.       Consolidated Net Income (B(i) minus B(ii)):
                  $_______________________

                                      S-2

<PAGE>

                  (i)      Net income, on a consolidated basis, of the Borrower
                           and its consolidated Subsidiaries from continuing
                           operations, excluding extraordinary items and
                           excluding gains and losses from Dispositions earned
                           in each fiscal quarter ending after the date of the
                           Audited Financial Statements (not including net
                           income in respect of or attributable to any Project
                           Debt Entity): $______________

                  (ii)     Net income, on a consolidated basis, of the
                           Unrestricted Subsidiaries from continuing operations,
                           excluding extraordinary items and excluding gains and
                           losses from Dispositions earned in each fiscal
                           quarter ending after the date of the Audited
                           Financial Statements (not including net income in
                           respect of or attributable to any Project Debt
                           Entity): $______________

         C.       Calculation of Minimum Consolidated Tangible Net Worth (C(i) +
                  C(ii) + C(iii) below): $_______________

                  (i)      85% of the Consolidated Tangible Net Worth as of the
                           date of the Audited Financial Statements:
                           $_________________

                  plus

                  (ii)     50% of Consolidated Net Income (line B above):
                           $______________

                  plus

                  (iii)    50% of the aggregate increases in Consolidated
                           Stockholders' Equity for the Consolidated Restricted
                           Group (line A(i) above) after the date of the Audited
                           Financial Statements by reason of the issuance and
                           sale of the capital stock of the Borrower:
                           $______________

         REQUIREMENT:      THE AMOUNT IN A MAY NOT BE LESS THAN THE AMOUNT IN C.

6.       MINIMUM FIXED CHARGE COVERAGE RATIO. Section 7.13(b)

         A.       Consolidated EBITDA for Consolidated Restricted Group (A(i)
                  minus A(ii)): $________________________

                  (i)      Consolidated EBITDA for the Borrower and its
                           consolidated Subsidiaries (A(i)(A) plus A(i)(B) plus
                           A(i)(C) plus A(i)(D): $___________________

                           (A)      Net income, on a consolidated basis, of
                                    Borrower and its consolidated Subsidiaries
                                    (excluding any Project Debt Entity) from
                                    continuing operations, excluding
                                    extraordinary items and excluding gains and
                                    losses from Dispositions for such Subject
                                    Period: $_________________

                                      S-3

<PAGE>

                           (B)      Consolidated Interest Expense for such
                                    Subject Period to the extent deducted in
                                    calculating Consolidated Net Income:
                                    $_______________

                           (C)      Consolidated Cash Taxes for such Subject
                                    Period the extent deducted in calculating
                                    Consolidated Net Income: $______________

                           (D)      Depreciation and amortization expense for
                                    such Subject Period to the extent deducted
                                    in calculating Consolidated Net Income:
                                    $_______________

                  (ii)     Consolidated EBITDA for the Unrestricted Subsidiaries
                           (A(ii)(A) plus A(ii)(B) plus A(ii)(C) plus A(ii)(D):
                           $___________________

                           (A)      Net income, on a consolidated basis, of the
                                    Unrestricted Subsidiaries (excluding any
                                    Project Debt Entity) from continuing
                                    operations, excluding extraordinary items
                                    and excluding gains and losses from
                                    Dispositions for such Subject Period:
                                    $______________

                           (B)      Consolidated Interest Expense for such
                                    Subject Period to the extent deducted in
                                    calculating Consolidated Net Income:
                                    $_________________

                           (C)      Consolidated Cash Taxes for such Subject
                                    Period the extent deducted in calculating
                                    Consolidated Net Income: $________________

                           (D)      Depreciation and amortization expense for
                                    such Subject Period to the extent deducted
                                    in calculating Consolidated Net Income:
                                    $_______________

         B.       Consolidated Cash Taxes for the Consolidated Restricted Group
                  (B(i) minus B(ii)): $_____________

                  (i)      Aggregate of all taxes, on a consolidated basis,
                           actually paid by the Borrower and its consolidated
                           Subsidiaries in cash during such Subject Period
                           (excluding any Project Entity Debt): $_____________

                  (ii)     Aggregate of all taxes, on a consolidated basis,
                           actually paid in respect of the Unrestricted
                           Subsidiaries in cash during such Subject Period
                           (excluding any Project Entity Debt): $_____________

         C.       Interest Income of the Consolidated Restricted Group (C(i)
                  minus C(ii)): $_____________

                                      S-4

<PAGE>

                  (i)      Aggregate of all interest income of the Borrower and
                           its consolidated Subsidiaries (other than in respect
                           of Project Debt Entities) for the Subject Period
                           ending on such day (to the extent not included in the
                           determination of Consolidated EBITDA (line A(i)
                           above) for such Subject Period): $_____________

                  (ii)     Aggregate of all interest income of the Unrestricted
                           Subsidiaries for the Subject Period (other than in
                           respect of Project Debt Entities) ending on such day
                           (to the extent not included in the determination of
                           Consolidated EBITDA (line A(ii) above) for such
                           Subject Period): $_____________

         D.       Capital Expenditures for the Consolidated Restricted Group
                  (D(i) minus D(ii)): $_____________

                  (i)      Aggregate of all expenditures by the Borrower and its
                           consolidated Subsidiaries (excluding expenditures by
                           any Project Debt Entity) for the acquisition or
                           leasing of fixed or capital assets or additions to
                           equipment (including replacements, capitalized
                           repairs and improvements during such period) which
                           should be capitalized under GAAP on a consolidated
                           balance sheet of the Borrower and its consolidated
                           Subsidiaries, minus net proceeds from sales of fixed
                           or capital assets received by the Borrower and its
                           consolidated Subsidiaries during such Subject Period:
                           $_____________

                  (ii)     Aggregate of all expenditures by the Unrestricted
                           Subsidiaries for the acquisition or leasing of fixed
                           or capital assets or additions to equipment
                           (including replacements, capitalized repairs and
                           improvements during such period) which should be
                           capitalized under GAAP on a consolidated balance
                           sheet of the Unrestricted Subsidiaries, minus net
                           proceeds from sales of fixed or capital assets
                           received by the Unrestricted Subsidiaries during such
                           Subject Period: $_____________

         E.       A minus B plus C minus D: $________________

         F.       Consolidated Interest Expense for the Consolidated Restricted
                  Group (F(i) minus F(ii)): $________________

                  (i)      Consolidated Interest Expense for the Borrower and
                           its consolidated Subsidiaries (F(i)(A) plus F(i)(B)):
                           $________________

                           (A)      All interest, premium payments, fees,
                                    charges and related expenses of the Borrower
                                    and its consolidated Subsidiaries in
                                    connection with borrowed money (including
                                    capitalized interest) or in connection with
                                    the deferred purchase price of assets, in
                                    each case to the extent treated as interest
                                    in accordance with GAAP (excluding such
                                    amounts in respect of Project Debt):
                                    $________________

                           (B)      The portion of rent expense of the Borrower
                                    and its consolidated Subsidiaries with
                                    respect to such Subject Period under capital
                                    leases

                                      S-5

<PAGE>

                                    that is treated as interest in accordance
                                    with GAAP and the portion of Synthetic Lease
                                    Obligations payable by the Borrower and its
                                    consolidated Subsidiaries with respect to
                                    such Subject Period that would be treated as
                                    interest in accordance with GAAP if such
                                    lease were treated as a capital lease under
                                    GAAP (excluding such amounts in respect of
                                    Project Debt): $________________

                  (ii)     Consolidated Interest Expense for the Unrestricted
                           Subsidiaries (F(ii)(A) plus F(ii)(B)):
                           $________________

                           (A)      All interest, premium payments, fees,
                                    charges and related expenses of the
                                    Unrestricted Subsidiaries in connection with
                                    borrowed money (including capitalized
                                    interest) or in connection with the deferred
                                    purchase price of assets, in each case to
                                    the extent treated as interest in accordance
                                    with GAAP (excluding such amounts in respect
                                    of Project Debt): $________________

                           (B)      The portion of rent expense of the
                                    Unrestricted Subsidiaries with respect to
                                    such period under capital leases that is
                                    treated as interest in accordance with GAAP
                                    and the portion of Synthetic Lease
                                    Obligations payable by the Borrower and its
                                    consolidated Subsidiaries with respect to
                                    such Subject Period that would be treated as
                                    interest in accordance with GAAP if such
                                    lease were treated as a capital lease under
                                    GAAP (excluding such amounts in respect of
                                    Project Debt): $_____________

         G.       Current portion (determined in accordance with GAAP) of
                  Consolidated Funded Indebtedness for the Consolidated
                  Restricted Group (G(i) minus G(ii)): $______________

                  (i)      Current portion (determined in accordance with GAAP)
                           of Consolidated Funded Indebtedness for the Borrower
                           and its consolidated Subsidiaries (G(i)(A) plus
                           G(i)(B)): $___________________

                           (A)      On a consolidated basis, the outstanding
                                    principal amount of all obligations, whether
                                    current or long-term, for borrowed money
                                    (including Obligations under the Credit
                                    Agreement) and all obligations evidenced by
                                    bonds, debentures, notes, loan agreements or
                                    other similar instruments of Borrower and
                                    its consolidated Subsidiaries (not including
                                    Project Debt): $______________

                           (B)      Attributable Indebtedness in respect of
                                    capital leases and Synthetic Lease
                                    Obligations of Borrower and its consolidated
                                    Subsidiaries (not including Project Debt):
                                    $___________

                  (ii)     Current portion (determined in accordance with GAAP)
                           of Consolidated Funded Indebtedness for the
                           Unrestricted Subsidiaries (G(ii)(A) plus G(ii)(B)
                           plus G(ii)(C)): $___________________

                                      S-6

<PAGE>

                           (A)      On a consolidated basis, the outstanding
                                    principal amount of all obligations, whether
                                    current or long-term, for borrowed money
                                    (including Obligations under the Credit
                                    Agreement) and all obligations evidenced by
                                    bonds, debentures, notes, loan agreements or
                                    other similar instruments of the
                                    Unrestricted Subsidiaries (not including
                                    Project Debt): $______________

                           (B)      Attributable Indebtedness in respect of
                                    capital leases and Synthetic Lease
                                    Obligations of the Unrestricted Subsidiaries
                                    (not including Project Debt): $___________

                           (C)      Without duplication, all Guaranty
                                    Obligations with respect to Indebtedness of
                                    the types specified in subsections (A) and
                                    (B) above: $_______________

         H.       F plus G: $______________________

         I.       Ratio of E to H: _________ to 1.00

         REQUIREMENT:      THE RATIO IN I (I.E., THE RATIO OF E TO H) MAY NOT
                           BE LESS THAN 1.50 TO 1.00 AS OF THE LAST DAY OF ANY
                           FISCAL QUARTER OF THE BORROWER.

7.       LEVERAGE RATIO. Section 7.13(c)

         A.       Consolidated Funded Indebtedness for the Consolidated
                  Restricted Group (A(i) minus A(ii)): $______________

                  (i)      Consolidated Funded Indebtedness for the Borrower and
                           its consolidated Subsidiaries (A(i)(A) plus A(i)(B)):
                           $___________________

                           (A)      On a consolidated basis, the outstanding
                                    principal amount of all obligations, whether
                                    current or long-term, for borrowed money
                                    (including Obligations under the Credit
                                    Agreement) and all obligations evidenced by
                                    bonds, debentures, notes, loan agreements or
                                    other similar instruments of Borrower and
                                    its consolidated Subsidiaries (not including
                                    Project Debt): $______________

                           (B)      Attributable Indebtedness in respect of
                                    capital leases and Synthetic Lease
                                    Obligations of Borrower and its consolidated
                                    Subsidiaries (not including Project Debt):
                                    $___________

                  (ii)     Consolidated Funded Indebtedness for the Unrestricted
                           Subsidiaries (A(ii)(A) plus A(ii)(B) plus A(ii)(C)):
                           $___________________

                           (A)      On a consolidated basis, the outstanding
                                    principal amount of all obligations, whether
                                    current or long-term, for borrowed money
                                    (including Obligations under the Credit
                                    Agreement) and all obligations evidenced by
                                    bonds, debentures, notes, loan agreements or
                                    other

                                      S-7

<PAGE>

                                    similar instruments of the Unrestricted
                                    Subsidiaries (not including Project Debt):
                                    $______________

                           (B)      Attributable Indebtedness in respect of
                                    capital leases and Synthetic Lease
                                    Obligations of the Unrestricted Subsidiaries
                                    (not including Project Debt): $___________

                           (C)      Without duplication, all Guaranty
                                    Obligations with respect to Indebtedness of
                                    the types specified in subsections (A) and
                                    (B) above: $_______________

         B.       (i)      Consolidated Funded Indebtedness for the Consolidated
                  Restricted Group (line A above): $______________

                  plus

                  (ii)     Consolidated Tangible Net Worth for the Consolidated
                           Restricted Group: $______________

                  Total: $______________

         C.       Ratio of A to B: _________ to 1.00

         REQUIREMENT: THE RATIO IN C (I.E., THE RATIO OF A TO B) MAY NOT
         EXCEED 0.55 TO 1.00 AS OF THE LAST DAY OF ANY FISCAL QUARTER OF THE
         BORROWER.

                                      S-8

<PAGE>

                                   EXHIBIT D

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

         This Assignment and Assumption Agreement (this "Assignment") is dated
as of the Effective Date set forth below and is entered into by and between
__________ (the "Assignor") and _______________ (the "Assignee"). Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of
which is hereby acknowledged by the Assignee. The Standard Terms and Conditions
set forth in Annex 1 attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment as if set forth herein in
full.

         For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below, the interest in and to all of
the Assignor's rights and obligations under the Credit Agreement and any other
documents or instruments delivered pursuant thereto that represents the amount
and percentage interest identified below of all of the Assignor's outstanding
rights and obligations under the respective facilities identified below
(including, to the extent included in any such facilities and Letters of Credit)
(the "Assigned Interest"). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment, without
representation or warranty by the Assignor.

1.       Assignor:      ______________________________

2.       Assignee:      ______________________________ [and is an
                                                        Affiliate/Approved Fund]

3.       Borrower(s):   Granite Construction Incorporated

4.       Administrative Agent:      Bank of America, N.A., as the administrative
                                    agent under the Credit Agreement

5.       Credit Agreement:  The Credit Agreement, dated as of [     , 2003],
                            among Granite Construction Incorporated, the Lenders
                            parties thereto, and Bank of America, N.A., as
                            Administrative Agent and as L/C Issuer

6.       Assigned Interest:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                   Aggregate
                                   Amount of                       Amount of               Percentage
                                Commitment/Loans               Commitment/Loans           Assigned of
Facility Assigned               for all Lenders                    Assigned            Commitment/Loans
-------------------------------------------------------------------------------------------------------
<S>                            <C>                            <C>                      <C>
  _____________                $________________              $________________         ______________%
-------------------------------------------------------------------------------------------------------
  _____________                $________________              $________________         ______________%
-------------------------------------------------------------------------------------------------------
  _____________                $________________              $________________         ______________%
-------------------------------------------------------------------------------------------------------
</TABLE>

                                       D-1

<PAGE>

         Effective Date: __________________, 200__ [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]

          The terms set forth in this Assignment are hereby agreed to:

                                                  ASSIGNOR
                                                  [NAME OF ASSIGNOR]

                                                  By: __________________________
                                                           Title:

                                                  ASSIGNEE
                                                  [NAME OF ASSIGNEE]

                                                  By: __________________________
                                                           Title:
Consented to and Accepted:

BANK OF AMERICA, N.A., as
Administrative Agent

By: ____________________________
    Title:

GRANITE CONSTRUCTION INCORPORATED, as
Borrower

By: ___________________________
    Title:

                                      D-2

<PAGE>

                 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT

       CREDIT AGREEMENT, DATED AS OF [ , 2003], AMONG GRANITE CONSTRUCTION
      INCORPORATED, THE LENDERS PARTY THERETO, AND BANK OF AMERICA, N.A.,
       AS ADMINISTRATIVE AGENT AND AS L/C ISSUER (THE "CREDIT AGREEMENT")

                  STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

                            AND ASSUMPTION AGREEMENT

         1.       Representations and Warranties.

                  1.1      Assignor. The Assignor (a) represents and warrants
that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection
with any Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document delivered pursuant thereto, other than this Assignment
(herein collectively the "Loan Documents"), or any collateral thereunder, (iii)
the financial condition of the Borrower, any of its Subsidiaries or Affiliates
or any other Person obligated in respect of any Loan Document or (iv) the
performance or observance by the Borrower, any of its Subsidiaries or Affiliates
or any other Person of any of their respective obligations under any Loan
Document.

                  1.2      Assignee. The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement, (iii)
from and after the Effective Date, it shall be bound by the provisions of the
Credit Agreement and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 6.01 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and to purchase the Assigned
Interest on the basis of which it has made such analysis and decision, and (v)
if it is a Foreign Lender, attached hereto is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the Assignee; and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.

                  1.3      Assignee's Address for Notices, etc. Attached hereto
as Schedule 1 is all contact information, address, account and other
administrative information relating to the Assignee.

                                       D-3

<PAGE>

         2.       Payments. From and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to the
Assignee whether such amounts have accrued prior to or on or after the Effective
Date. The Assignor and the Assignee shall make all appropriate adjustments in
payments by the Administrative Agent for periods prior to the Effective Date or
with respect to the making of this assignment directly between themselves.

         3.       General Provisions. This Assignment shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and
assigns. This Assignment may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of
a signature page of this Assignment by telecopy shall be effective as delivery
of a manually executed counterpart of this Assignment. THIS ASSIGNMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN
SUCH STATE; PROVIDED THAT THE PARTIES HERETO SHALL RETAIN ALL RIGHTS ARISING
UNDER FEDERAL LAW.

                                       D-4

<PAGE>

                SCHEDULE 1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT

                             ADMINISTRATIVE DETAILS

   (Assignee to list names of credit contacts, addresses, phone and facsimile
    numbers, electronic mail addresses and account and payment information)

                                       D-5

<PAGE>

                                    EXHIBIT E

                      FORM OF CONTINUING GUARANTY AGREEMENT

                          CONTINUING GUARANTY AGREEMENT

         This CONTINUING GUARANTY AGREEMENT (this "Agreement"), dated as of [],
200[_], is made by each of the undersigned (each, a "Guarantor" and,
collectively, the "Guarantors"), in favor of each Guaranteed Party (as
hereinafter defined).

         WHEREAS, Granite Construction Incorporation, a Delaware corporation
(together with its successors, the "Company"), Bank of America, N.A., as
Administrative Agent, as L/C Issuer and as a Lender, and the other financial
institutions as are, or may from time to time become, parties thereto have
entered into or are in the process of entering into that certain Credit
Agreement, dated as of [ 2003] as amended, modified and/or supplemented from
time to time, the "Credit Agreement", pursuant to which the Lenders have
provided the Commitments and agreed to make Loans to the Company and to
participate in Letters of Credit issued by the L/C Issuer for the account of the
Company or its Subsidiaries on the terms and conditions contained therein; and

         WHEREAS, to induce the Lenders and the L/C Issuer to provide and to
continue to provide financial accommodations to the Company pursuant to the
terms of the Credit Agreement and the other Loan Documents, the Guarantors have
each agreed to enter into this Agreement;

         NOW, THEREFORE, for good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), and intending to be legally bound
hereby, each Guarantor irrevocably and unconditionally undertakes and agrees for
the benefit of Guaranteed Party as follows:

                                    ARTICLE I
                  CERTAIN DEFINITIONS AND RULES OF CONSTRUCTION

         Section 1.1       Certain Definitions. Each capitalized term used but
not otherwise defined herein has the meaning ascribed thereto in the Credit
Agreement. As used herein, the term "Guaranteed Party" means, as the context may
require, the Administrative Agent, the L/C Issuer, each Lender and each
Indemnitee (and each such Person's respective successors, transferees and
assigns).

         Section 1.2       Construction. For purposes of this Agreement and
unless otherwise specified herein: (a) references to the plural include the
singular and to the singular include the plural, references to any gender
include any other gender, the part includes the whole, the term "including" is
not limiting, and the term "or" has, except where otherwise indicated, the
inclusive meaning represented by the phrase "and/or"; (b) references in this
Agreement to any determination by the Guaranteed Party include good faith
estimates (in the case of quantitative determinations) and good faith beliefs
(in the case of qualitative determinations) by any Guaranteed Party; any
determination made in good faith by any Guaranteed Party shall be

                                       E-1

<PAGE>

conclusive absent manifest error; (c) the words "hereof," "herein," "hereby,"
and "hereunder," and any other similar words, refer to this Agreement as a whole
and not to any particular provision of this Agreement; (d) article, section,
subsection, clause, exhibit and schedule references are to this Agreement; and
(e) any reference to this Agreement or any other Loan Document includes all
permitted alterations, amendments, changes, extensions, modifications, renewals,
or supplements thereto or thereof, as applicable.

                                   ARTICLE II
                             GUARANTY BY GUARANTORS

         Section 2.1       Promise to Pay and Perform. Each Guarantor jointly
and severally unconditionally and irrevocably guarantees to each Guaranteed
Party the payment and performance of all Obligations when and as the same shall
become due and payable (whether at stipulated or any accelerated or earlier date
of maturity (including the date of any required prepayment)) (the "Guaranteed
Obligations"), it being each Guarantor's intent that such Guarantor's guaranty
is a guaranty of payment and not a guaranty of collection. If the Company fails
to pay or perform any Guaranteed Obligation on or before the date when due
(whether at stipulated or any accelerated or earlier date of maturity (including
the date of any required prepayment)), each Guarantor shall jointly and
severally unconditionally and immediately make such payment or render such
performance upon written demand therefor by any Guaranteed Party.

         Section 2.2       Cumulative Obligations; Continuing Guaranty. The
obligations of each Guarantor hereunder are in addition to any other obligations
of such Guarantor under any other guaranties of the Indebtedness or other
obligations of the Company or any other Person at any time given to any
Guaranteed Party. This Agreement shall not affect or invalidate any such other
guaranties. This Agreement is a continuing guaranty and shall remain in full
force and effect notwithstanding the fact that, at any particular time, no
Guaranteed Obligations may be outstanding.

         Section 2.3       Joint and Several Obligation; Independent Obligation.
Each Guarantor is directly, jointly and severally with all other guarantors of
the Guaranteed Obligations or any portion thereof, liable to the Guaranteed
Parties. The obligations of each Guarantor hereunder are direct and primary and
are independent of the obligations of the Company or any other such guarantor,
and a separate action may be brought against each Guarantor irrespective of
whether an action is brought against the Company or any other such other
guarantor or whether the Company or any such other guarantor is joined in such
action. Each Guarantor's liability hereunder shall not be contingent upon the
exercise or enforcement by the Guaranteed Parties of any remedies they may have
against the Company or any other guarantor or the enforcement of any Lien or
realization upon any security the Guaranteed Parties may at any time possess.
Any release that may be given by the Guaranteed Parties to the Company or any
other guarantor shall not release any Guarantor hereunder unless such release
expressly so provides.

         Section 2.4       Limit of Liability. Notwithstanding anything to the
contrary contained herein, each Guarantor shall be liable hereunder only for the
largest amount that would not render such Guarantor's obligations hereunder
subject to avoidance under Section 548 of the Bankruptcy Code or comparable
provisions of any applicable state law; provided that such

                                       E-2

<PAGE>

amount shall be presumed to be the entire amount of the Guaranteed Obligations.
If, any Guarantor claims that such Guarantor's liability hereunder is less than
the entire amount of the Guaranteed Obligations, such Guarantor shall have the
burden of proving, by clear and convincing evidence, that such Guarantor's
liability hereunder should be so limited since the information concerning, and
the circumstances of, the financial condition of such Guarantor are more readily
available to and are under the control of such Guarantor. All payments received
by any Guaranteed Party from any Person other than a Guarantor on account of the
Guaranteed Obligations shall be deemed as having been applied to Guaranteed
Obligations that, pursuant to this Section 2.4, are in excess of the amounts
guaranteed hereunder.

                                   ARTICLE III
                                    PAYMENTS

         Section 3.1       Nature and Application of Payments. Each Guarantor
shall make all payments hereunder in immediately available lawful money of the
United States, without deduction or withholding (whether for taxes (whether
income, excise, or otherwise) or offset). Without regard to the form in which
received, the Guaranteed Parties may apply any payment with respect to the
Guaranteed Obligations or any other amounts due hereunder in such order as the
Guaranteed Parties shall in their sole and absolute discretion determine,
irrespective of any contrary instructions received from any other Person.

         Section 3.2       Indefeasible Payment; Revival. If any portion of any
payment to the Guaranteed Parties is set aside and repaid by any Guaranteed
Party for any reason after being made by any Guarantor, the amount so set aside
shall be revived as a Guaranteed Obligation and each Guarantor shall be liable
for the full amount the Guaranteed Parties are, or any Guaranteed Party is,
required to repay plus all costs and expenses (including attorneys' fees, costs,
and expenses) incurred by the Guaranteed Parties in connection therewith.

                                   ARTICLE IV
              CERTAIN REPRESENTATIONS AND WARRANTIES OF GUARANTORS

         Each Guarantor represents and warrants as follows (which
representations and warranties shall be true, correct, and complete at all
times):

         Section 4.1       No Contravention; No Default. The execution,
delivery, and performance by such Guarantor of this Agreement do not and will
not: (a) conflict with or result in any breach or contravention of, or the
creation of any Lien under, any contractual obligation to which such Guarantor
is a party or any order, injunction, writ, or decree of any Governmental
Authority to which such Guarantor or such Guarantor's properties are subject; or
(b) violate any Laws of any Governmental Authority.

         Section 4.2       Binding Effect. This Agreement constitutes the legal,
valid, and binding obligation of such Guarantor, enforceable against such
Guarantor in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, or similar laws affecting the enforcement
of creditors' rights generally or by equitable principles relating to
enforceability.

                                       E-3

<PAGE>

         Section 4.3       Litigation. Except as set forth on Schedule 5.06 to
the Credit Agreement, there are no actions, suits, proceedings, claims, or
disputes pending, or, to the best knowledge of such Guarantor, threatened in
writing, at law, in equity, in arbitration, or before any Governmental
Authority, against such Guarantor or any of such Guarantor's properties which
purport to affect or pertain to this Agreement, any of the other Loan Documents,
or any of the transactions contemplated hereby or thereby.

         Section 4.4       Regulated Entity. Neither such Guarantor nor any
Person controlling such Guarantor is: (a) an "investment company" within the
meaning of the Investment Company Act of 1940; or (b) subject to regulation by
any federal or state statute or regulation limiting such Guarantor's ability to
incur such Guarantor's obligations hereunder.

         Section 4.5       No Action Required. No consent, license, permit,
approval or authorization of, exemption by, notice or report to, or
registration, filing, or declaration with any Governmental Authority or of, to,
or with any other Person, is or will be required for: (a) the execution,
delivery, or performance of this Agreement by such Guarantor; or (b) the
exercise by the Guaranteed Parties of any of their respective rights and
remedies provided for herein.

         Section 4.6       Changes Affecting the Guaranteed Obligations. Such
Guarantor has taken and is taking all steps in such Guarantor's opinion
necessary or appropriate to be informed on a continuing basis of changes or
potential changes affecting the Guaranteed Obligations. Without limiting the
generality of the foregoing, such Guarantor hereby confirms that it has received
and reviewed the Credit Agreement, the Fee Letter and all other Loan Documents
(and all other agreements, documents and instruments related thereto) that such
Guarantor, in such Guarantor's sole determination, has deemed necessary or
appropriate to receive and review.

         Section 4.7       Reliance by Guarantor; Financial Condition of the
Company. This Agreement is not made by such Guarantor in reliance on any
representation or warranty, express or implied, by any Guaranteed Party
concerning the financial condition of the Company, the nature, value, or extent
of any security for the Guaranteed Obligations, or any other matter. Such
Guarantor is presently informed of the financial condition of the Company and of
all other circumstances that a diligent inquiry would reveal and which bear upon
the risk of nonpayment of the Guaranteed Obligations. Such Guarantor has
reviewed each of the Loan Documents.

         Section 4.8       Adequate Consideration. The consideration given or
provided, or to be given or provided, by the Guaranteed Parties in connection
with this Agreement is adequate and satisfactory in all respects, and represents
reasonably equivalent value, to support this Agreement and such Guarantor's
obligations hereunder.

                                    ARTICLE V
                         CERTAIN COVENANTS OF GUARANTORS

         Section 5.1       Knowledge of Financial Condition. Each Guarantor
shall keep informed of the Company's financial condition, the status of any
guarantors or of any security for the Guaranteed Obligations, and all other
circumstances that bear upon the risk of nonpayment of the Guaranteed
Obligations.

                                       E-4

<PAGE>

         Section 5.2       Further Assurances. Each Guarantor shall, from time
to time, at the expense of such Guarantor, promptly execute and deliver all
further documents and take all further action that may be necessary, or that the
Guaranteed Parties (or any of them) may reasonably request, to enable the
Guaranteed Parties (or any of them) to exercise and enforce their respective
rights and remedies hereunder.

         Section 5.3       Sales, Dispositions, etc. Each Guarantor will not,
without the prior written consent of the Guaranteed Party, sell, lease, assign,
encumber, hypothecate, transfer or otherwise dispose of all of substantially all
of such Guarantor's properties or assets, or any interest therein, except as
otherwise permitted by the Credit Agreement.

                                   ARTICLE VI
              CERTAIN ACKNOWLEDGEMENTS AND AGREEMENTS OF GUARANTORS

         Section 6.1       Modifications to Loan Documents and Guaranteed
Obligations. Each Guarantor acknowledges and agrees that, without notice to such
Guarantor and without affecting or impairing the obligations of such Guarantor
hereunder, the Guaranteed Parties (or any of them) may, by action or inaction,
compromise or settle, extend the period of duration or the time for the payment,
or discharge the performance of, or may refuse to, or otherwise not enforce, or
may, by action or inaction, release all or any one or more parties to, any one
or more of the Loan Documents or otherwise with respect to the Guaranteed
Obligations or may grant other indulgences to the Company in respect thereof, or
may amend or modify in any manner and at any time (or from time to time) any one
or more of the Loan Documents or otherwise with respect to the Guaranteed
Obligations, or may, by action or inaction, release or substitute any guarantor,
if any, of the Guaranteed Obligations, or may enforce, exchange, release, or
waive, by action or inaction, any security for the Guaranteed Obligations or any
guaranty of the Guaranteed Obligations, or any portion thereof.

         Section 6.2       Subordination. Each Guarantor agrees that any and all
present and future indebtedness of the Company owing to such Guarantor is
postponed in favor of and subordinated to indefeasible payment, in full, in
cash, of the Guaranteed Obligations. In this regard, upon the occurrence and
during the continuance of a Default or an Event of Default, no payment of any
kind whatsoever shall be made with respect to such indebtedness until the
Guaranteed Obligations have been indefeasibly paid in full. Any payment received
by any Guarantor in respect of such indebtedness shall be held by such Guarantor
as trustee for the Guaranteed Parties and promptly paid over to the Guaranteed
Parties on account of the Guaranteed Obligations but without reducing or
affecting in any manner the liability of such Guarantor under the other
provisions of this Agreement.

         Section 6.3       Administrative Agent as Each Guarantor's
Attorney-in-Fact. Each Guarantor irrevocably appoints the Administrative Agent
as such Guarantor's attorney-in-fact, with full authority in the place and stead
and name of such Guarantor, from time to time at the Administrative Agent's
discretion but only following the occurrence and during the continuation of an
Event of Default, to take any action and to execute any instrument which the
Guaranteed Parties (or any of them) may, in accordance with the provisions of
the Loan Documents or this Agreement, require as necessary or advisable to
accomplish the purposes of this Agreement.

                                       E-5

<PAGE>

                                   ARTICLE VII
                               GENERAL PROVISIONS

         Section 7.1       Notices. All notices, requests, and other
communications to any party under this Agreement shall be in writing (including
telegraphic, telex, telefacsimile, or cable communication) and mailed,
telegraphed, telexed, sent by telefacsimile, cabled, or delivered to such party
at its address or telefacsimile number set forth, in the case of each Guarantor,
on the signature pages hereof, or, in the case of the Guaranteed Parties, on
Schedule 10.02 to the Credit Agreement, or such other address or telefacsimile
number as such party may hereafter specify for the purpose by notice to the
other party given in accordance with this Section 7.1. Each such notice, request
or other communication shall be deemed to have been received: (a) if mailed as
provided above by any method other than overnight delivery service, on the third
Business Day after deposit in the mails; (b) if mailed by overnight delivery
service, telegraphed, telexed, sent by telefacsimile, or cable, when delivered
for overnight delivery, delivered to the telegraph company, confirmed by telex
answerback, transmitted by telefacsimile (with electronic confirmation), or
delivered to the cable company, respectively; or (c) if delivered by hand, upon
delivery. If any conflict exists between any oral communication to any
Guaranteed Party and the written confirmation thereof, the oral communication
shall control if any Guaranteed Party has acted thereon prior to actual receipt
of such written confirmation.

         Section 7.2       Amendments, Waivers, and Consents. No amendments or
waivers of any provision of this Agreement nor any consent to any departure by
any Guarantor from the terms hereof shall in any event be effective unless the
same shall be in writing and signed by the Administrative Agent (or all
Guaranteed Parties if required by the terms of the Credit Agreement) and the
Guarantors. Any such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

         Section 7.3       No Waiver; Cumulative Nature of Remedies. No failure
or delay on the part of any Guaranteed Party in exercising any of its rights and
remedies under this Agreement, any of the Loan Documents, or otherwise with
respect to any of the Guaranteed Obligations shall operate as a waiver thereof;
nor shall any single or partial exercise of any right under this Agreement, the
Loan Documents, or otherwise with respect to the Guaranteed Obligations preclude
any other or further exercise thereof or the exercise of any other right or
remedies. The rights and remedies provided in this Agreement and otherwise with
respect to the Guaranteed Obligations are cumulative and not exclusive of any
rights and remedies provided by law.

         Section 7.4       Costs and Expenses. Each Guarantor shall pay or
reimburse the Guaranteed Parties on demand for all fees, costs, and expenses
incurred by the Guaranteed Parties in connection with the enforcement or
attempted enforcement of this Agreement, the preservation of any rights or
remedies under this Agreement, or in any action, case, or proceeding (whether at
law or in equity) relating to this Agreement. Without limiting the generality of
the foregoing, such fees, costs, and expenses shall include reasonable Attorney
Costs actually incurred by the Guaranteed Parties or any of them (irrespective
of whether the Company is liable therefor), whether or not suit is brought, in
connection therewith.

         Section 7.5       Successors and Assigns. This Agreement shall: (a) be
binding upon each Guarantor and each Guarantor's successors and assigns; and (b)
inure to the benefit of each

                                       E-6

<PAGE>

Guaranteed Party and its successors and assigns (all to the extent permitted by
the Loan Documents). Without limiting the generality of the foregoing subsection
(b) but subject to the provisions of the Credit Agreement, any Guaranteed Party
may assign or otherwise transfer all or any part of the Guaranteed Obligations
owed to it to any other Person.

         Section 7.6       Headings. Section and subsection headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement and shall not be given any substantive
effect.

         Section 7.7       Ambiguities. Neither this Agreement nor any
uncertainty or ambiguity herein shall be construed or resolved using any
presumption against any Guarantor or any Guaranteed Party, whether under any
rule of construction or otherwise. On the contrary, this Agreement has been
reviewed by each Guarantor and each Guaranteed Party and their respective
counsel. In case of any ambiguity or uncertainty, this Agreement shall be
construed and interpreted according to the ordinary meaning of the words used to
accomplish fairly the purposes and intentions of all parties hereto.

         Section 7.8       Severability. In case any provision in or obligation
under this Agreement shall be invalid, illegal, or unenforceable in any
jurisdiction, the validity, legality, and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby. In addition,
all agreements and covenants herein shall be given independent effect such that,
if a particular action or condition is prohibited by the terms of any such
agreement or covenant, the fact that such action or condition would be permitted
by another agreement or covenant shall not be construed as allowing such action
to be taken or condition to exist.

         Section 7.9       Counterparts; Telefacsimile Signatures. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument. Each Guarantor may effect execution and delivery of this Agreement
by executing a counterpart hereof and sending the signature page bearing such
Guarantor's signature to the Administrative Agent by telefacsimile and,
thereafter, promptly sending by mail or delivering such signature page to the
Administrative Agent; provided that the failure to deliver such signature page
by such Guarantor shall not affect the validity, enforceability, or binding
effect of this Agreement against such Guarantor.

         Section 7.10      Entire Agreement. This Agreement and the Credit
Agreement embody the entire agreement and understanding concerning the
Guarantors and the Guaranteed Parties relating to the subject matter hereof and
supersede all prior agreements and understandings relating to the subject matter
hereof. No course of prior dealing between any Guarantor and the Guaranteed
Parties (or any of them), no usage of the trade, and no parole or extrinsic
evidence of any nature, shall be used or be relevant to supplement, explain or
modify any term used herein.

                                  ARTICLE VIII
                          CERTAIN WAIVERS BY GUARANTORS

         EACH GUARANTOR MAKES THE FOLLOWING WAIVERS WITH FULL KNOWLEDGE AND
UNDERSTANDING THAT SUCH WAIVERS, IF NOT SO MADE,

                                       E-7

<PAGE>

MIGHT OTHERWISE RESULT IN SUCH GUARANTOR BEING ABLE TO AVOID OR LIMIT SUCH
GUARANTOR'S LIABILITY HEREUNDER EITHER IN WHOLE OR IN PART.

         Section 8.1       Notices. Each Guarantor absolutely, unconditionally,
knowingly, and expressly waives: (a) notice of the acceptance by the Guaranteed
Parties of this Agreement; (b) notice of any Credit Extensions consisting
Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations,
subject, however, to such Guarantor's right to make inquiry, at any reasonable
time, of any Guaranteed Party to ascertain the amount of the Guaranteed
Obligations owing to such Guaranteed Party; (d) notice of any adverse change in
the financial condition of the Company, of any change in value, or the release,
of any collateral, or of any other fact that might increase such Guarantor's
risk hereunder; (e) notice of presentment for payment, demand, protest, and
notice thereof as to any instrument; (f) notice of any Default or Event of
Default; and (g) all other notices (except if such notice is expressly required
to be given to such Guarantor under this Agreement) and demands to which
guarantor might otherwise be entitled.

         Section 8.2       Revocation. Each Guarantor absolutely,
unconditionally, knowingly, and expressly waives any right to revoke such
Guarantor's guaranty obligation hereunder as to future Guaranteed Obligations
and, in light thereof, all protection afforded such Guarantor under Section 2815
of the California Civil Code. Each Guarantor fully realizes and understands
that, upon execution of this Agreement, such Guarantor will not have any right
to revoke this Agreement as to any future indebtedness and, thus, may have no
control over such Guarantor's ultimate responsibility for the amount and nature
of the Guaranteed Obligations.

         Section 8.3       Defenses of the Company. Each Guarantor absolutely,
unconditionally, knowingly, and expressly waives any defense arising by reason
of any disability or other defense (other than the defense that the Guaranteed
Obligations shall have been fully and finally performed and indefeasibly paid)
of the Company or by reason of the cessation from any cause whatsoever
(including any act or failure to act by the Company or the Guaranteed Parties)
of the liability of the Company in respect thereof, including any such defense
or cessation of liability arising from or as a result of: (a) any statute of
limitations; (b) any lack of power or authority of the Company or any Person
acting or purporting to act on the Company's behalf; (c) the operation of
Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or
any similar law of the State of California or any other jurisdiction; or (d) any
claim of fraudulent transfer or preference.

         Section 8.4       Suretyship and Certain Other Rights and Defenses of
Guarantors. Each Guarantor absolutely, unconditionally, knowingly, and expressly
waives:

         (a)      any right to assert against the Guaranteed Parties (or any of
them) any defense (legal or equitable), set-off, counterclaim, or claim which
such Guarantor may now or at any time hereafter have against the Company or any
other Person liable to the Guaranteed Parties (or any of them);

         (b)      any defense, set-off, counterclaim, or claim, of any kind or
nature, arising directly or indirectly from the present or future lack of
perfection, sufficiency, validity, or enforceability

                                       E-8

<PAGE>

of any of the Guaranteed Obligations or any security therefor or from any
failure of the Guaranteed Parties (or any of them) to act in a commercially
reasonable manner;

         (c)      any defense arising by reason of or deriving from any claim or
defense based upon an election of remedies by the Guaranteed Parties (or any of
them) (including a nonjudicial foreclosure sale of any real property collateral
which destroys, diminishes, or otherwise adversely affects any Guarantor's
rights of subrogation, reimbursement, indemnity, or contribution or other rights
against the Company or any other Person), including any defense based upon an
election of remedies by any Guaranteed Party under the provisions of Sections
580a, 580b, 580d, and 726 of the California Code of Civil Procedure or any
similar law of the State of California or any other jurisdiction. In making this
waiver, each Guarantor specifically acknowledges that it understands and is
aware that, under Sections 580b and 580d of the California Code of Civil
Procedure, if the Guaranteed Parties (or any of them) conducted a nonjudicial
foreclosure sale of real property collateral: (i) such Guaranteed Party(ies)
would lose the right to pursue the Company for any deficiency that might remain
following such sale; (ii) if such Guarantor were to pay such deficiency
following such sale, it would be precluded from pursuing the Company for
reimbursement; and (iii) as a result, such Guaranteed Party(ies) would be
prevented from pursuing such Guarantor for such deficiency following such sale;

         (d)      the benefit of any statute of limitations affecting such
Guarantor's liability hereunder (or the enforcement thereof);

         (e)      any defense based on any alteration, impairment, or release of
the Guaranteed Obligations or any security therefor, irrespective of whether
resulting from any act or failure to act by the Guaranteed Parties (or any of
them); and

         (f)      any right to require the Guaranteed Parties (or any of them):
(i) to institute suit or otherwise proceed against the Company or any other
Person; or (ii) to exhaust any rights and remedies which the Guaranteed Parties
(or any of them) have or may have against the Company or any other Person.

         Section 8.5       Marshalling. Each Guarantor absolutely,
unconditionally, knowingly, and expressly waives any rights it has to require
the Guaranteed Parties (or any of them) to marshal, foreclose upon, sell, or
otherwise realize upon or collect or apply any particular part of any other
assets securing any of the Guaranteed Obligations (including any rights arising
by virtue of Sections 2899 and 3433 of the California Civil Code).

         Section 8.6       Claims Against the Company and Others. Each Guarantor
absolutely, unconditionally, knowingly, and expressly agrees that, until the
Guaranteed Obligations have been indefeasibly repaid in full, such Guarantor
will not in any manner enforce or pursue, or seek to enforce or pursue, any or
all of the following rights (it being expressly agreed that all such rights are
subordinate to any claims of the Guaranteed Parties (or any of them)): (a) any
right of subrogation, indemnity, or contribution such Guarantor has or may have
as against the Company or any other Person with respect to any of the Guaranteed
Obligations; (b) any right to proceed against the Company or any other Person,
now or hereafter, for contribution, indemnity, reimbursement, or any other
suretyship rights and claims (irrespective of whether direct or indirect,
liquidated or contingent) with respect to any of the Guaranteed Obligations; and
(c) any

                                       E-9

<PAGE>

right to proceed or to seek recourse against or with respect to any assets of
the Company or any other Person with respect to any of the Guaranteed
Obligations.

         Section 8.7       Certain Additional Statutory Rights. Without limiting
the generality of any other waiver or other provision set forth in this
agreement, each Guarantor absolutely, unconditionally, knowingly, and expressly
waives any and all benefits or defenses, if any, arising directly or indirectly
under any one or more of Sections 2799, 2808, 2809, 2810, 2815, 2819, 2820,
2821, 2822, 2838, 2839, 2845, 2848, 2849, and 2850 of the California Civil Code,
Sections 580a, 580b, 580c, 580d, and 726 of the California Code of Civil
Procedure, and Sections 3116, 3118, 3119, 3419, 3605, 9504, 9505, and 9507 of
the California Uniform Commercial Code.

                                   ARTICLE IX
         GOVERNING LAW; JURISDICTION AND VENUE; WAIVER OF TRIAL BY JURY

         Section 9.1       Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF CALIFORNIA,
PROVIDED THAT THE GUARANTEED PARTIES SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.

         Section 9.2       Jurisdiction. ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR THE NORTHERN
DISTRICT OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
GUARANTOR AND EACH OF THE GUARANTEED PARTIES CONSENTS, FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THOSE COURTS. EACH
GUARANTOR AND EACH OF THE GUARANTEED PARTIES IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION
OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT
RELATED HERETO. EACH GUARANTOR AND EACH OF THE GUARANTEED PARTIES WAIVES
PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE
BY ANY OTHER MEANS PERMITTED BY CALIFORNIA LAW.

         Section 9.3.      Waiver of Jury Trial. EACH GUARANTOR AND EACH OF THE
GUARANTEED PARTIES WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION,
PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST
ANY OTHER PARTY OR ANY INDEMNIFIED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH
RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH GUARANTOR AND EACH
OF THE GUARANTEED PARTIES AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE
TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE
PARTIES FURTHER

                                      E-10

<PAGE>

AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF
THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN
WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT
OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

         EACH GUARANTOR WARRANTS AND AGREES THAT EACH OF THE WAIVERS SET FORTH
ABOVE IS MADE WITH SUCH GUARANTOR'S FULL KNOWLEDGE OF ITS SIGNIFICANCE AND
CONSEQUENCE AND THAT, UNDER THE CIRCUMSTANCES, THE WAIVERS ARE REASONABLE AND
NOT CONTRARY TO PUBLIC POLICY OR LAW. IF ANY SUCH WAIVER IS DETERMINED TO BE
CONTRARY TO ANY APPLICABLE LAW OR PUBLIC POLICY, SUCH WAIVER SHALL BE EFFECTIVE
ONLY TO THE EXTENT, BUT TO THE FULLEST EXTENT, PERMITTED BY LAW OR PUBLIC
POLICY.

         EACH GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
AGREEMENT AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS AGREEMENT IS EFFECTIVE UPON SUCH GUARANTOR'S EXECUTION AND DELIVERY OF THIS
AGREEMENT TO THE ADMINISTRATIVE AGENT ON BEHALF OF ALL OF THE GUARANTEED
PARTIES. NO FORMAL ACCEPTANCE BY THE GUARANTEED PARTIES IS NECESSARY TO MAKE
THIS AGREEMENT EFFECTIVE.

                                      E-11

<PAGE>

         IN WITNESS WHEREOF, each Guarantor has executed this Agreement as of
the date first written above.

                                             [________________________________],
                                             a [_____________]

                                             By:   ____________________________
                                             Name: ____________________________
                                             Title:____________________________

                                             Notice Information:

                                             __________________________________
                                             __________________________________
                                             __________________________________
                                             Attn: ___________________________
                                             Telephone: ______._______._______
                                             Telefacsimile: ______._____._____

                                      E-12

<PAGE>

                                    EXHIBIT F

                               OPINION OF COUNSEL

Matters to be addressed by opinion of Borrower's counsel:

         1.       (a) Borrower is a corporation, duly incorporated and validly
existing under the laws of Delaware and has the requisite corporate power and
authority to own its property and to conduct the business in which it is
currently engaged; (b) Each of GCC and GLC is a corporation duly incorporated
and validly existing under the laws of California and has the requisite
corporate power and authority to own its property and to conduct the business in
which it is currently engaged; (c) Each of GG&R and Pozzolan is a corporation
duly incorporated and validly existing under the laws of Utah and has the
requisite corporate power and authority to own its property and to conduct the
business in which it is currently engaged; (d) Intermountain is a corporation
duly incorporated and validly existing under the laws of Wyoming and has the
requisite corporate power and authority to own its property and to conduct the
business in which it is currently engaged; (e) GILC is a California limited
partnership validly existing under the laws of California and has the requisite
partnership power and authority to own its property and to conduct the business
in which it is currently engaged. [ADD ADDITIONAL GUARANTORS, IF NECESSARY]

         2.       Borrower (a) has taken all necessary and appropriate corporate
action to authorize the execution, delivery and performance of the Credit
Agreement and the Notes, and (b) has the corporate power and authority to
execute, deliver and perform the Credit Agreement. Each Subsidiary (a) has taken
all necessary and appropriate corporate action or partnership action, as
applicable, to authorize the execution, delivery and performance of the
Guaranty, and (b) has the corporate power or partnership power, as applicable,
and authority to execute, deliver and perform the Guaranty.

         3.       The Credit Agreement and the Notes have been duly executed and
delivered by the Borrower. The Guaranty has been duly executed and delivered by
each Guarantor. The Credit Agreement and the Notes constitute legal, valid and
binding obligations of Borrower, enforceable against Borrower in accordance with
their terms. The Guaranty constitutes a legal, valid and binding obligation of
each Guarantor, enforceable against each Guarantor in accordance with its terms.

         4.       The execution, delivery and performance by Borrower of the
Credit Agreement and the Notes do not: (a) violate or contravene any injunction,
order, writ, judgment, decree, determination or award of any United States or
California Governmental Authority as presently in effect applicable to Borrower;
(b) conflict with or result in a breach of or constitute a default under the
certificate of incorporation and bylaws of Borrower; (c) violate or result in a
breach of or constitute any default under any agreements of Borrower, and, do
not result in or require the creation or imposition of any lien on any of
Borrower's properties or revenues pursuant to any injunction, order, decree or
undertaking as presently in effect or any such agreements of Borrower; or (d)
result in or require the creation or imposition of any lien on any of its
properties or revenues pursuant to any provision of any law, rule or regulation
as presently in effect.

                                      F-1

<PAGE>

         5.       The execution, delivery and performance by each Guarantor of
the Guaranty do not: (a) violate or contravene any injunction, order. writ,
judgment, decree, determination or award of any United States or California
Governmental Authority as presently in effect applicable to each Guarantor; (b)
conflict with or result in a breach of or constitute a default under the
articles/certificates of incorporation and bylaws or partnership agreement, as
applicable, of each Guarantor; (c) violate or result in a breach of or
constitute any default under any agreements of each Guarantor, and do not result
in or require the creation or imposition of any lien on any Guarantor's its
properties or revenues pursuant to any injunction, order, decree or undertaking
as presently in effect or any such agreements of each Guarantor; or (d) result
in or require the creation or imposition of any lien on any of its properties or
revenues pursuant to any provision of any law, rule or regulation as presently
in effect.

         6.       Each of Borrower and the Subsidiaries is duly qualified to do
business and is in good standing in [the states listed below its name on Exhibit
[ ] hereto][the jurisdiction of its respective incorporation or formation and in
each other state, where such qualification or licensing is required].

         7.       No authorization, consent, approval, license, qualification or
formal exemption from, nor notice to, nor any filing, recordation, declaration
or registration with, any United States or California Governmental Authority, or
to my knowledge any other Governmental Authority, is necessary or required on
the part of Borrower in connection with the execution, delivery, or performance
by Borrower of the Credit Agreement and the Notes.

         8.       No authorization, consent, approval, license, qualification or
formal exemption from, nor notice to, nor any filing, recordation, declaration
or registration with any United States or California Governmental Authority, or
to my knowledge any other Governmental Authority, is necessary or required on
the part of each Guarantor in connection with the execution, delivery, or
performance by each Guarantor of the Guaranty.

         9.       There is no claim, dispute, injunction, temporary restraining
order, action, litigation, investigation or proceeding pending or, to the best
of my knowledge, threatened against Borrower before any court, arbitrator,
administrative agency or Governmental Authority of any kind (a) with respect to
the Credit Agreement and the Notes or (b) which, if adversely determined, would
have a Material Adverse Effect.

         10.      There is no claim, dispute, injunction, temporary restraining
order, action, litigation, investigation or proceeding pending or, to the best
of my knowledge, threatened against any Subsidiary before any court, arbitrator,
administrative agency or Governmental Authority of any kind (a) with respect to
the Guaranty or (b) which, if adversely determined, would have a Material
Adverse Effect.

         11.      Neither the Borrower nor any Subsidiary is an "investment
company" or a company "controlled" by an "investment company," within the
meaning of the Investment Company Act of 1940, as amended. Neither the Borrower
nor any Subsidiary is subject to regulation under the Public Utility Holding
Company Act of 1935, the Interstate Commerce Act (49 U.S.C Sections 10101 et
seq. (Supp. 1992)) or the Federal Power Act, which would limit its ability to
incur Indebtedness.

                                      F-2

<PAGE>

         12.      Neither the Borrower nor any Subsidiary is generally engaged
in the business of purchasing or selling Margin Stock or extending credit for
the purpose of purchasing or carrying Margin Stock. The aggregate value of all
Margin Stock directly or indirectly owned by the Borrower and its Subsidiaries
is less than 25 % of the aggregate value of the consolidated assets of the
Borrower and its Subsidiaries.

         13.      The only subsidiaries of Borrower are the Subsidiaries and
[______________].

                                      F-3

</TEXT>
</DOCUMENT>
